The online software EKO CRM is published by CONSELIO, a public limited company (société anonyme) governed by Luxembourg law with a share capital of 31000 euros, registered with the RCSL – Luxembourg Trade and Companies Register (Registre du Commerce et des Sociétés Luxembourgeois) under number B146985 and based at 3 Boulevard de la Recherche, Esch, Belval Sanem, Luxembourg

Definitions

The definitions below apply to all the General Terms and Conditions of Sale and Special Terms of Use of the various services of the eKo CRM offering. The definitions, the General Terms and Conditions of Sale and the Special Terms of Use below form an integral part of the Contract between the Customer and CONSELIO. They are fully binding on the Customer, who has accepted them.

Subscription(s): means the Subscription Contract(s) entered into by the Customer under these General Terms and Conditions. Such Subscription(s) are evidenced by the signature of a CONSELIO Purchase Order or by the acceptance of a quote signed by CONSELIO

Administrator: a user holding the rights that give access to the administration functions.

The EKO INTERVENTION Application or EKO INTERVENTION: means the software application “EKO INTERVENTION” published and supplied by CONSELIO, giving access to the Services, which is available for download free of charge from Google’s “Google Play Store” so that the User may download it to his or her Android device. The Application also includes the content, software, programs, tools (programming, browsing, etc.), databases, operating systems, documentation and all other components and services of which it is made up, as well as the updates and new versions that eKo Intervention may make to the Application.

Purchase Order or quote accepted by CONSELIO or Contract: document formalising the subscription to Subscriptions or to additional options supplementing a Subscription already taken out by the Holder.

Customer: any business entity, private or public, that has taken out a Subscription to the EKO CRM solution.

Account: means an active access to the EKO CRM software subscribed by the Customer. It takes the form of a personal login and password pair giving the User access.

External Contact(s): means any legal or natural person to whom the Customer grants access to and use of the EKO EXTEND service.

Content: means all documents (including Documents) and information uploaded or received by the Customer on its EKO EXTEND Account, whatever their format (email, text, audio, video, image, photograph, etc.).

Document(s): means the electronic document(s) uploaded by the Customer for an External Contact and/or uploaded by the External Contact for the Customer.

EKO CRM: IT solution for customer relationship management, accessible via an internet connection and developed by CONSELIO. Sometimes referred to as EKO. Registered trademark.

EKO EXTEND: module forming an integral part of the EKO CRM offering published by CONSELIO, enabling a Customer to share electronic documents with its External Contacts.

Electronic Form: electronic document containing fields used to enter or feed in various kinds of information: text, image, photograph, barcode, QR Code, sound, etc.

Electronic Document Management, abbreviated as GED: this term means a computerised system for storing electronic files for day-to-day management (and not an Electronic Archiving System).

Manager: duly authorised representative of the Customer, whose role is to monitor the performance and administration of the Subscription Contract(s) binding the Customer to CONSELIO, and to subscribe to EKO CRM services and options in the name and on behalf of the Customer. This role is performed directly by the Manager.

Internet: international computer network linking a multitude of networks of varying sizes by means of a common communication protocol, TCP/IP.

Offer(s) or Service(s): offer(s) or service(s) of the CONSELIO range that the Customer may subscribe to under one or more Subscription Contracts, as defined by CONSELIO, and for which CONSELIO offers offers or services of the EKO CRM range.

SMS Pack: the bundle in which SMS messages are sold in bulk.

User: natural person, most often an employee of the Customer, who enjoys the use of a service entrusted to him or her by the Customer. The User is not the holder of the Subscription Contract.

SMS: Short Message Service, sending of text messages to French GSM devices.

SMS Spam: sending of SMS messages not solicited by the end recipient. This generally consists of bulk sending for advertising purposes.

PURPOSE AND SCOPE OF THE GENERAL TERMS AND CONDITIONS OF SALE

The purpose of these General Terms and Conditions of Sale is to set out the terms and conditions for subscribing to the EKO CRM service, to certain specific modules and to the EKO INTERVENTION application. These Terms and Conditions are made available to the Customer and may be freely consulted at www.eko-crm.com. All of these General Terms and Conditions of Sale are binding on the Customer, who acknowledges having read them and having accepted them in full and without reservation by electronic means before logging in. The said General Terms and Conditions of Sale prevail over any contractual document that may be issued by the Customer, and in particular over its own purchasing conditions or its own purchase orders, which the Customer acknowledges and accepts.

The General Terms and Conditions of Sale applicable to the Customer are those in force on the date the Contract is entered into.

Article 1 - DESCRIPTION – SUPPORT - INFORMATION

DESCRIPTION

EKO CRM is software offered as SaaS – Software as a Service, made up of several modules: sales management, sales performance, quotes, invoicing, stock management, service contract management, electronic document management, field service management, etc. The software is made available to the Customer under the conditions set out in these General Terms and Conditions of Sale.

SUPPORT

Managers may contact support for information on accessing or using the software, Monday to Friday, from 09:00 to 12:00 and from 14:00 to 17:00,

• either by email at: contact@conselio.com
• or by telephone from France on 09 72 11 76 05, from any other country on +352 26 55 11 09

ACCOUNTS AND ACCESS RIGHTS

Users log in to and access EKO CRM according to the rights granted to them by the Manager, under the sole responsibility of the Customer.

The Administrator(s) log(s) in with higher access rights enabling them to access exclusive content and to manage Users’ access permissions.

CONSELIO cannot be held liable in the event of fraudulent schemes used for the unlawful or unauthorised use of Accounts, whether or not such fraudulent schemes are carried out within the Customer’s organisation.

CUSTOMER INFORMATION

The Customer acknowledges that the EKO CRM software is suited to its needs and that it received all the necessary information and advice before subscribing.

It further acknowledges having been informed of the extent of its contractual obligations under these General Terms and Conditions of Sale.

Article 2 – CREATION OF ACCOUNTS AND PASSWORDS

Prior to creating the Manager and User access accounts, CONSELIO creates the Customer account. To create this account, the Customer sends CONSELIO, electronically or on paper:

• Certificate of registration of the organisation,
• Full contact details,
• Valid intra-Community VAT number,
• Exact and complete contact details of the signatory of the contracts,
• Exact and complete contact details of the account Manager,
• Bank account details (RIB),
• A duly completed and signed SEPA direct debit mandate form,
• The set of contractual documents, duly completed and signed,
• List of the logins chosen for each User.

The Customer undertakes to keep CONSELIO informed of any change that may occur throughout the term of the Contract so that the Contract can be updated: administrative changes, change of bank details, change in the number of EKO CRM Users, etc.

The Customer acknowledges having been informed that no two Users may have the same login among all EKO CRM Customers.

Users declare that they are authorised to use EKO CRM and that they have accepted the General and Special Terms and Conditions.

The Manager configures, under his or her sole responsibility:

• the configuration of User access,
• access for its third-party customers, for example: EKO EXTEND module.

When the User Accounts are created, CONSELIO configures access using the logins customised by the Manager and creates the account with a default password agreed with the Manager. Each User will personalise his or her password on first logging in to the Account. These access codes are strictly confidential and must not be shared with third parties. The Customer is solely responsible for the loss or theft of passwords. CONSELIO invites Users to change their passwords regularly and to choose complex passwords including lower-case characters, upper-case characters, special characters and numbers.

The Customer undertakes to notify CONSELIO as soon as possible in the event of loss or theft of its logins and/or passwords.

CONSELIO allocates to the Customer, excluding optional additional modules, a maximum capacity of 2 GB of disk space for storing the hexadecimal data that feed the forms and pages of EKO CRM, excluding attachments related to the optional GED module.

Article 3 – OBLIGATIONS OF CONSELIO

CONSELIO grants the Customer and its Users a non-exclusive right to access and use EKO CRM in accordance with the General Terms and Conditions of Sale.

CONSELIO undertakes to exercise care and diligence in providing a quality service in accordance with industry best practice.

CONSELIO further undertakes to make every effort to ensure the security and confidentiality of the Customer’s data, and to take all necessary precautions to ensure its physical protection and back-up.

Article 4 – OBLIGATIONS OF THE CUSTOMER AND USERS

The Customer has a personal right to use EKO CRM under the conditions set out at the time of subscription.

The Customer guarantees that the Users will comply with these General Terms and Conditions of Sale and the General Terms of Use.

Users access the software from a device connected to the Internet. All costs required for the equipment and connection of Users to the Internet and for their access are the sole responsibility of the Customer.

In order to use EKO CRM, the Customer undertakes to:

• always provide honest and truthful information, update it where necessary and communicate it to CONSELIO’s departments.
• use EKO CRM in accordance with its intended purpose, the GTU and these GTCS,
• cooperate in good faith with CONSELIO;
• follow the technical prerequisites or recommendations issued by CONSELIO;
• not harm CONSELIO’s reputation, disparage the Services or defame EKO CRM or CONSELIO, in particular on the Internet, including on social networks, and show moderation and caution in any statements concerning CONSELIO or its employees;
• not copy or sell all or part of the Software.

In the event of a breach of the above, CONSELIO reserves the right to suspend the Customer’s access immediately and without compensation, in addition to applying the provisions laid down for termination for breach.

Article 5 – CUSTOMER DATA

The Customer is fully and solely responsible for the Content uploaded, stored or posted online by Users via the Software. Users are informed that using EKO CRM does not exempt them from making back-up copies.

The Customer grants CONSELIO the right to access Users’ data in order to operate the Software, ensure its security, and for the purposes of support and data storage.

The Customer agrees that CONSELIO exercises no control over its Content, and undertakes to comply with all legal and regulatory requirements, in particular those relating to personal data.

The Customer undertakes to respect, and to ensure that Users respect, the rights of third parties, including personality rights and intellectual or industrial property rights such as copyright, patent rights, design rights and trademark rights.

The Customer stands surety for the data stored by its own customers and/or business contacts to whom it has given access to EKO CRM, as in the case of accountant access or EKO EXTEND access.

The Customer is informed that CONSELIO does not retain the Customer’s data indefinitely. The Customer therefore undertakes to export its data from EKO CRM itself at the time of termination, whatever the cause.

Article 6 – PRICE

The prices invoiced by CONSELIO are those in force at the time of subscription to the Service.

Prices vary according to:

• The pricing plan chosen,
• The number of Users,
• The options chosen,
• The Customer’s usage in excess of the plan.

During the term of the contract, the Customer is free to increase or decrease the pricing plan, the number of users and the options chosen. Any User able to log in during the billing period is counted as an active user and is invoiced in accordance with the price agreed between the Customer and the Company. Only the accounts of Users deactivated for the entire period are excluded from invoicing. CONSELIO reserves the right to make promotional offers that may differ from the pricing policy communicated to the Customer.

Article 7 – PAYMENT

The total price due for the subscription is payable in advance on a monthly, quarterly, half-yearly or annual basis, at the Customer’s choice. The Customer declares that it has the funds and the authorisations needed to use the chosen payment method.

The Customer makes its payments by SEPA automatic bank direct debit. Exceptionally, CONSELIO may, without being obliged to do so, accept payment by bank transfer. A contribution towards administrative costs may then be requested.

In the event of late payment, the Customer will be liable for a fixed sum of forty (40) euros. Any delay in payment gives rise to the payment of interest by the Customer on the amount outstanding on the due date.

The interest rate corresponds to the rate applied by the European Central Bank, on the due date, to its euro operations, plus ten (10) percentage points.

The Customer shall reimburse CONSELIO for all costs (including any lawyers’ fees) associated with recovering payments not honoured by the Customer.

In the event of non-payment by the Customer of one or more of its invoices, CONSELIO reserves the right to suspend access to the Software until payment has been received in full.

Article 8 – INVOICING

Invoices are issued exclusively by electronic means, which the Customer expressly accepts. The list of invoices is available online to the Customer via a link sent to it by CONSELIO and in its Customer area. The Customer undertakes not to disclose this link.

The Customer undertakes to inform CONSELIO of any change in its postal address and bank details or any other information required for payment.

Article 9 – CHANGES TO THE PRICING POLICY

CONSELIO reserves the right to update its pricing policy either:

• on the anniversary date of the Customer’s contract.
• upon a change in the Luxembourg cost-of-living index, on the basis of the STATEC index published in particular on the website www.statec.lu

Article 10 – TERM AND TERMINATION

Subscribing to EKO CRM does not commit the Customer to a minimum term. The Customer is free to terminate the service whenever it wishes, subject to three (3) months’ notice. Termination is made by letter or by email to contact@conselio.com and the Customer must take care to state clearly the desired end date of the service.

Where the subscription has been paid for a period extending beyond the desired termination date, both parties agree that no refund or credit will be made.

In the event of a breach by either Party of any of its obligations under the GTCS, which is not remedied within thirty (30) calendar days of receipt of a formal notice sent by registered letter with acknowledgement of receipt, the other Party may terminate the Subscription.

In particular,

• In the event of late payment of more than thirty (30) days, CONSELIO may consider that the GTCS have been terminated on the date on which payment is due.
• CONSELIO reserves the right to terminate a Customer’s Subscription unilaterally if the Content stored, posted online and/or exchanged by Users creates operational problems or problems relating to its servers.

Termination must be notified to the defaulting Party by registered letter with acknowledgement of receipt.

Article 11 – DATA RECOVERY

Following termination and the deletion of User access, the Customer is informed that CONSELIO retains the Customer’s data for a period of eighteen (18) months after the end of its Subscription, except for any data whose longer retention is required by law or by a legitimate interest.

Within this period, if the Customer wishes to recover its computer data, at its choice:

• CONSELIO reactivates the account Manager’s access free of charge for 3 working days; this restricted-mode access will allow the Manager to export various data but not to generate any new transaction: quote, invoice, credit note, sending of emails, etc.
• CONSELIO sends the Customer electronically, for a flat fee of €150 excl. VAT:
  • A preformatted export of its item database in CSV format
  • A preformatted export of its contact database in CSV format
  • A preformatted export of its supplier database in CSV format
  • A preformatted export of its private customer database in CSV format
  • A preformatted export of its prospect/customer database in CSV format
  • All of its issued customer invoices in PDF format.
• CONSELIO also offers the possibility of a more complex data export. This operation will be subject to a prior feasibility analysis and a tailored quote, to be paid before the work is carried out and the data delivered.

Article 12 – LIABILITY AND EXCLUSIONS

LIABILITY AND WARRANTIES OF CONSELIO

CONSELIO provides access to the EKO CRM software under a best-efforts obligation (obligation de moyens).

CONSELIO does not warrant that EKO CRM will operate without interruption or malfunction, or will be free of anomalies or errors that may be corrected, or that it is compatible with hardware or a configuration other than those expressly approved by CONSELIO.

CONSELIO reserves the right to interrupt access to EKO CRM temporarily at any time:

• to carry out an update or technical maintenance or improvement work that will contribute to its proper operation, or to repair a fault: CONSELIO will use its best efforts to notify the Customer of such interruptions and not to disrupt the Customer’s business;
• in the event that the servers are unavailable for any reason whatsoever;
• in the event of unpaid sums, breaches of the GTCS and GTU, or attacks by a third party on the security of EKO CRM and of the data hosted by CONSELIO.

CONSELIO shall not be liable for any compensation in the event of a temporary interruption of access to EKO CRM under the conditions set out above.

CONSELIO does not warrant that the Subscription to EKO CRM will improve the performance of the Customer’s business.

This clause is essential for CONSELIO and forms part of the agreement between the Parties.

Under no circumstances shall CONSELIO be directly or indirectly liable for any damage caused to Customers, Users or a third party as a result of their own fault. CONSELIO reserves the right to change the features of EKO CRM at its sole discretion.

EKO CRM is hosted on CONSELIO’s dedicated and secure platform, in a data centre located in Bettembourg - LUXEMBOURG. The Customer’s data, whether stored, posted online or downloaded by Users, are backed up on dedicated external servers owned by CONSELIO.

CONSELIO allows access to EKO CRM and to Customers’ data only to persons specifically authorised by CONSELIO and by the Customer, and implements the technical measures and means necessary to ensure the security of connections, of Customers’ data and of their Personal Data.

To the extent permitted by applicable law, CONSELIO’s services for the EKO CRM software are provided “as is”. CONSELIO does not warrant that the use of EKO CRM will be uninterrupted or error-free.

Whatever the cause, CONSELIO’s total aggregate liability shall never exceed the amount of the sums actually received by CONSELIO from a Customer as consideration for its Subscription for the term of its contract.

This liability cap does not, however, apply to liability arising from:

• death or personal injury;
• gross negligence or wilful misconduct (dol);
• any other ground that cannot be excluded or limited under the applicable regulations.

CONSELIO may be held liable only for damage of which CONSELIO is the direct and sole cause, without any joint and several liability (solidaire or in solidum) with third parties having contributed to the damage.

CONSELIO cannot be held liable for indirect damage such as loss of profits, orders, customers or turnover, or non-pecuniary or commercial loss, and its liability may not be sought in connection with an action brought against the Customer by a third party.

LIABILITY AND WARRANTIES OF THE CUSTOMER

Notwithstanding the fact that CONSELIO uses state-of-the-art processes and techniques to produce and develop EKO CRM, the Customer acknowledges the complexity of trying to cover every possible use. The Customer therefore agrees to bear the risks of incompatibility or unavailability between the various components that make up EKO CRM.

The Customer acts as an independent entity and consequently assumes all the risks of its business. It is solely responsible for the Subscription, for the data and files transmitted, distributed or collected, and for their operation and updating.

The Customer is responsible for:

• its access to and use of EKO CRM by all Users;
• obtaining and maintaining all the equipment needed to access EKO CRM;
• ensuring that such equipment is compatible with EKO CRM. The Customer may, at its own risk, give its customers access to its Account. The Customer’s insurance must cover these risks. The Customer must make any claims against CONSELIO within forty-eight (48) hours of their occurrence.

CONSELIO recommends technical prerequisites or certain configurations to the Customer for using EKO CRM, in particular the choice of web browser. Over time, and as each web browser publisher develops its software, CONSELIO’s recommendations may change. The Customer and the Users are responsible for keeping up with these technical prerequisites or recommendations.

The Customer and the Users are solely responsible for their Internet connection and all related costs.

The Customer and the Users agree that CONSELIO updates EKO CRM automatically, and these GTCS shall apply to such updates.

The Customer and the Users declare that they understand that CONSELIO cannot be held liable in the event of an Internet outage, viruses affecting their data and/or software, any misuse of Account passwords and, more generally, any damage caused by third parties.

The Customer is solely responsible for using and implementing means of security, protection and back-up for its equipment, its Content and software, and its passwords.

Accordingly, it undertakes to take all appropriate measures to protect its data. The User undertakes not to commit any act that could compromise the security of the software platform.

The Customer indemnifies CONSELIO, its directors, officers, employees and agents against any claim or demand, including reasonable lawyers’ fees, made by a third party as a result of a breach of the GTCS, misuse of EKO CRM (including by the Users) or a breach of any law or of the rights of a third party.

The Customer acknowledges that it uses EKO CRM in compliance with the laws and regulations in force. Should CONSELIO be held jointly and severally liable in any administrative or judicial proceedings as a result of the improper use of EKO CRM by the Customer and/or the Users, the Customer undertakes to indemnify CONSELIO for the full amount of any sums that may be claimed from it.

Article 13 – INTELLECTUAL PROPERTY OF CONSELIO

EKO CRM belongs to CONSELIO without any limitation. CONSELIO grants the Customer a non-exclusive licence to use EKO CRM and the Services offered by CONSELIO in SaaS mode or via the EKO INTERVENTION application. This licence is strictly personal and may under no circumstances be assigned or transferred to any third party whatsoever. The licence is granted for the period of use of the Platform and the Services, in the country in which the Customer is established.

The Customer and the Users are authorised to use EKO CRM in accordance with the GTCS, and all rights not expressly granted are reserved.

CONSELIO’s websites and the software developed by CONSELIO are original works protected by intellectual property rights and international conventions. The Customer and the Users warrant that they will not modify, rent, lend, sell or distribute these works, or create derivative works based on them in whole or in part. They undertake not to carry out any reverse engineering, except under the conditions provided for by law.

No use of CONSELIO’s name or trademark or of the EKO CRM trademark may be made without its prior consent.

The Customer and the Users acknowledge that CONSELIO is the sole owner of its intellectual property rights, and in particular of EKO CRM, and shall at no time challenge such ownership or the validity of CONSELIO’s intellectual property or of the rights attached to it.

The elements available via EKO CRM or on the eko-crm.com website, such as software, databases, the platform, web pages, texts, photographs, images, icons, sounds, videos and, more generally, all information available to Customers and Users, are the full and exclusive property of CONSELIO.

Article 14 – PROTECTION OF PERSONAL DATA - COOKIES

The Customer is informed that CONSELIO processes personal data concerning it in strict compliance with all applicable laws and regulations, including in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, as it may be replaced, amended or re-adopted (hereinafter the “GDPR”), in order to enable it to manage, invoice and follow up its customers’ files. These data, provided to CONSELIO S.A (Data Controller) when the contract is concluded, are necessary for the performance of the contract. These personal data may include, but are not limited to, the following information:

- Title / Surname / First name / Position / Landline or mobile telephone numbers / Fax number / Email address / Date of birth / Scope and Role / Any EKO CRM login, decision-making role, of any person signing this agreement, whether or not a user of the EKO CRM solution, forming part of the Customer’s organisation.

-Title / Surname / First name / Position / Landline or mobile telephone numbers / Fax number / Email address / Date of birth / Scope and Role / Any EKO CRM login, decision-making role, of any person signing this agreement, whether or not a user of the EKO CRM solution, or of any supplier, partner or subcontractor designated by the Customer and likely to act in any way on the Customer’s behalf. Data required to draw up the contracts between CONSELIO and the Customer: these are all the data, listed above, required to create and follow up the Customer contract. These data may concern the signatory of this agreement and the users or non-users of EKO CRM designated by the Manager and Representative, whether or not they are members of the staff of its organisation. These data may be transmitted to the following third parties:

• Lawyers involved in the case;
• Competent courts;
• Bailiffs;
• Fiduciaries and Statutory Auditors;

In accordance with the General Data Protection Regulation, you may exercise the rights relating to your personal data (right of access, right of rectification, right of erasure, restriction of processing, objection to processing, data portability, etc.) by contacting CONSELIO by post at: 3 Boulevard de la Recherche, Esch, Belval Sanem, Luxembourg, provided that they do not conflict with the purpose of the processing. The response time is one (1) month maximum. Any refusal must be justified, and the Customer may refer the matter to the CNPD (Luxembourg National Data Protection Commission) or to a judicial authority. Data processed when the Customer and EKO CRM users log in: these are the data concerning all EKO CRM users designated by the Customer’s Representative. The Customer’s Manager and Representative undertakes to inform users and other data subjects of the data transmitted. CONSELIO will retain these data for the entire term of the contract between the Customer and CONSELIO and will keep them up to date according to the Customer’s instructions. The sole purposes of collecting these data are the creation and configuration of user access to EKO CRM, user assistance under the contract, and the production of anonymised statistics for CONSELIO’s internal use. These data may be transmitted to the following third parties:

• Lawyers involved in the case;
• Competent courts;
• Bailiff;

These data may be:

• Identity: surname / first name / position
• Contact details: landline and/or mobile telephone number(s) / email address
• History of pages viewed
• Type of web browser used
• Connection IP address
• Date and time of page view
• Date and time of user login

In accordance with the General Data Protection Regulation, you may exercise the rights relating to your personal data (right of access, right of rectification, right of erasure, restriction of processing, objection to processing, data portability, etc.) by contacting CONSELIO by post at: 3 Boulevard de la Recherche, Esch, Belval Sanem, Luxembourg, provided that they do not conflict with the purpose of the processing. The response time is one (1) month maximum. Any refusal must be justified, and the Customer may refer the matter to the CNPD or to a judicial authority. The Manager and Representative will also inform all data subjects that CONSELIO may send them information emails, in particular in the event of an alert or a service outage. The Customer is informed that its data are retained for 10 years from the date on which the file is archived, in strict compliance with the provisions of the GDPR and in accordance with the legislation in force, in order to make it possible to verify retrospectively the use of the services subscribed. CONSELIO will comply with the applicable legislation and with any directive issued by the authorities in this respect. The Customer is informed that CONSELIO implements all appropriate technical and organisational measures to ensure a level of security of personal data appropriate to the processing carried out by CONSELIO and to the associated risks.

Article 15 – MISCELLANEOUS

NON-SOLICITATION OF STAFF

The Customer undertakes not to make any offer of employment to, poach, hire or associate, directly or indirectly, any holder of shares in CONSELIO’s share capital, any corporate officer or any member of CONSELIO’s staff who took part in the negotiation or performance of the contract, during the term of the contract and for one (1) year after its termination for whatever reason.

The Customer will inform CONSELIO of any solicitation or job offer it may receive from any holder of shares in the share capital, corporate officer or member of staff of CONSELIO. In the event of non-compliance with this obligation, the Customer shall pay CONSELIO, upon its first request, a sum equal to twelve (12) months of the net remuneration of each member of staff hired in breach of this clause.

FORCE MAJEURE

In the event of force majeure making it impossible for CONSELIO to perform its obligations under the contract, CONSELIO will inform the Customer as soon as possible after such impossibility arises. CONSELIO’s obligations will be suspended and it will be released from liability only for the obligations or services that the force majeure event makes impossible to perform. The Parties will consult each other in order to agree in good faith on a solution that allows the Contract to continue.

Force majeure under the contract shall include all events that are unforeseeable, irresistible and external to the Parties in accordance with the criteria defined by law and case law and also, by express agreement between the Parties, an explosion, an earthquake, a strike not involving the Provider, riots, civil unrest, war, a failure of communication networks, energy supply or transport, a failure of delivery or transport providers, as well as criminal acts committed by third parties and more particularly those resulting from hacking attacks of any kind on information systems.

Where the force majeure event makes it impossible to continue the contract for a period exceeding thirty (30) calendar days, the contract may be terminated automatically and without legal formalities by either Party by registered letter with acknowledgement of receipt sent to the other Party, without any compensation being due by either side.

SEVERABILITY, WAIVER, INVALIDITY

The GTCS constitute the entire agreement between the Customers and CONSELIO concerning the Subscription.

No waiver by CONSELIO of any of its obligations shall be considered or construed as a waiver of its rights.

If one or more provisions of the GTCS are declared invalid, the others shall retain their full force and effect. In such case, the Parties shall, where possible, replace the invalidated provision with a valid provision corresponding to the spirit and purpose of the GTCS.

INTUITU PERSONAE

Customers and Users are strictly prohibited from assigning all or part of their rights and obligations under the GTCS.

COMMUNICATION

By accepting these terms and conditions, the Customer agrees that CONSELIO may send it, at a frequency and in a form determined by CONSELIO, a newsletter that may contain information relating to its business.

The Customer agrees to receive commercial offers from CONSELIO for products or Services similar to those subscribed.

Article 16 – EVIDENCE AGREEMENT

By express agreement, the Parties acknowledge that the following have evidential value:

• The Data recorded and time-stamped on CONSELIO’s systems,
• The orders and computer records of the operations carried out by the Customer on its interface and on the Subscription administration interface.

Article 17 – CHANGES TO THE GENERAL AND SPECIAL TERMS AND CONDITIONS

CONSELIO reserves the right to amend these General and Special Terms and Conditions at any time. Such changes will come into force and apply to all Subscribers and Users as soon as they confirm their electronic acceptance on the home page https://eko.conselio.com

• - not to transfer, transmit, reproduce or print for collective use, or extract the data made available under this Contract, beyond the terms of the Contract;
• - not to market, sell or rent the data;
• - to use, and in particular to reproduce, the data for personal use only;
• - not to disclose any extracted information to third parties, in particular to its subsidiaries, branches, offices, subcontractors or principals, other than those designated in the Subscription contract;

Any change to these conditions of use must be expressly authorised by CONSELIO and is subject to different pricing conditions. This Subscription shall be terminated automatically in the event of non-compliance with any of the provisions of this article. CONSELIO shall then retain the sums received.

Article 19 – WARNINGS

Inactivity: the Customer and its Users are informed that their connection will be automatically interrupted in the event of inactivity

• after 20 minutes if they are connected in public or shared mode.
• after 2 hours if they are connected in private mode.

Inactivity means the absence of any data flow or communications sent or received (other than that required to maintain the connection) identified by CONSELIO on its Service or any other telecommunications means of CONSELIO, since the User logged in. Prohibited conduct: the Customer and its Users shall refrain from any fraudulent, abusive or excessive use of access to the EKO CRM® service and/or of the services accessible, such as in particular:

• intrusion or attempted intrusion allowing: unauthorised access to a third party’s remote machine, remote control of a third party’s machine (trojan, port scanning),
• entering a third party’s computer system in order to harvest the entire content of a website or mailbox,
• the transmission of viruses.
• unreasonable uses and conduct.

In addition, the Customer and its Users shall refrain from any commercial use of the access to the EKO CRM service made available to them, in particular by allowing third parties to access the EKO CRM service, whether or not in return for any consideration, financial or otherwise.

Storage of electronic files: the Customer and its Users shall refrain from storing, downloading or transmitting any prohibited, unlawful or illegal data, or data contrary to public morality or public order, which infringe or are likely to infringe the rights of third parties, and in particular their intellectual property rights. The Customer and its Users shall refrain from storing, downloading or transmitting any file that could constitute incitement to suicide or to the commission of crimes and offences, incitement to discrimination, hatred or violence on grounds of race, ethnicity or nationality, apology for Nazism, denial of crimes against humanity, contempt of court, information relating to ongoing trials or to an individual’s tax situation, dissemination of opinion polls and voting simulations relating to an election or referendum outside the authorised conditions, defamation and insult, invasion of privacy, or acts endangering minors, as well as any file intended to display prohibited objects and/or works, this list not being exhaustive. Compliance with legislation: the Customer is expressly informed that the content stored, used, transmitted and received by its Users is stored, used, transmitted and received under their sole responsibility. Consequently, the Customer assumes full liability, both civil and criminal, for such operations carried out by its Users, and CONSELIO cannot be held liable in this respect. The Customer and its Users may not record or transmit content revealing the private or personal affairs of any person. CONSELIO is not in a position to control the content of the messages or data transmitted, received and/or stored via the Service and consequently cannot in any way be held liable for any damage whatsoever resulting in particular from non-compliance with the regulations in force, or from errors or omissions in the messages. However, the Customer acknowledges having been informed that if CONSELIO is alerted by a third party, by any means whatsoever, to the unlawful nature of any content, CONSELIO will hand over the said content to the law enforcement authorities, which will deal with it accordingly. CONSELIO then reserves the right, after having been seized by a judicial authority, to block access immediately and without notice to any content that contravenes the laws and regulations in force.

Article 20 – LANGUAGE AND GOVERNING LAW

These General Terms and Conditions of Sale and all the Special Terms and Conditions are drawn up in the French language.

These General Terms and Conditions of Sale and all the Special Terms and Conditions are governed by and construed exclusively in accordance with Luxembourg law. The nullity or invalidity of any clause of the Contract shall not affect the validity of the remainder. For all disputes that may arise in connection with the interpretation and/or performance hereof, failing amicable agreement, it is agreed that the Courts of Luxembourg City shall have sole jurisdiction to hear the dispute. Placing an order entails full and complete acceptance of these general terms and conditions, after validation by CONSELIO’s departments.

Preamble:

CONSELIO enables the Customer using EKO CRM to store various Data, Content and Documents of any kind whatsoever within the EKO CRM software. These items are stored either solely for the Customer’s internal use, or possibly shared with External Contacts via the EKO EXTEND Service. Capitalised terms refer to the definitions set out in the “Definitions” paragraph.

Article 1 - ACTIVATION

The GED module forms part of the EKO CRM® offering and therefore cannot be offered separately. The application of these special terms therefore implies full and complete acceptance of the General Terms and Conditions of Sale of the EKO CRM offering. Activation of the GED module is optional and is carried out at the Customer’s request within 48 working hours.

Article 2 – OWNERSHIP OF DATA

All data entrusted by the Customer to CONSELIO through the GED module remain the exclusive property of the Customer; CONSELIO acts only as a hosting provider. The Customer nevertheless undertakes to observe the rules of conduct and use set out in the General Terms and Conditions of Sale of EKO CRM®.

Article 3 - INVOICING

The GED module is invoiced in advance under the conditions established for the subscription to the EKO CRM offering, unless otherwise specified in the Customer’s order accepted by CONSELIO.

Article 4 – COMMITMENT PERIOD

The GED module does not commit the Customer to a minimum term.

Article 5 – WITHDRAWAL, REMOVAL OF OPTION

The Customer may at any time request the removal of the GED module and the return of its data (chargeable service, on quotation). Non-payment for the option will result in the suspension of the option and the complete deletion of the items hosted in the GED module. Whether requested by the Customer or decided by CONSELIO, the option is removed within 48 working hours.

Article 6 – LIABILITY

In the event that CONSELIO is held liable, compensation for all causes combined, including principal, interest and costs, shall be limited to the direct loss suffered by the Customer and may not exceed the sums paid by the Customer for the GED module over the last six months in consideration of the service giving rise to CONSELIO’s liability. Under no circumstances may CONSELIO be held liable, either towards the Customer or towards third parties, for any indirect damage such as operating loss, loss of profit or reputation, loss of data or any other financial loss resulting from the use of, or inability to use, the Software, Software Packages, Electronic Signature Certificates or various Media (supplied by CONSELIO) by the Customer, or for any loss or deterioration of information for which CONSELIO cannot be held liable. Any damage suffered by a third party is indirect damage and consequently does not give rise to compensation. CONSELIO shall under no circumstances be responsible for the integrity of the documents that the Customer has handed over or sent to it for digitisation or for storage in electronic format.

Article 7 – OBLIGATIONS OF THE CUSTOMER

The Customer undertakes to comply with the instructions and best practice required for operating this GED module. The Customer shall give CONSELIO every facility for the performance of the assistance services. The users designated in the Subscription request shall inform CONSELIO of any malfunctions observed by telephone, followed by confirmation by email. The users shall provide all relevant information needed for the assistance operation to succeed. The users designated in the Subscription request are CONSELIO’s sole contacts for the performance of the Assistance services. Users must have all the skills necessary and sufficient to use the GED module.

Article 8 – OBLIGATIONS OF CONSELIO

PRINCIPLES

CONSELIO uses all means to provide assistance with the operation of the GED module under optimal conditions. CONSELIO does not undertake to make any systematic or preventive visits to the Customer’s premises.

SCOPE

Assistance covers malfunctions of the GED module service, from detecting the causes to resolving them.

Assistance ranges from advice or help given by telephone to the possible transfer of files (remote maintenance), or even on-site intervention and/or the implementation of “workaround” solutions.

CONSELIO calls back the Customer, or the Users designated in the contract, within 24 working hours of the Customer’s call. CONSELIO’s assistance does not in any way constitute a preventive, evolutive or corrective maintenance service for the Customer’s IT system. Assistance does not cover malfunctions caused by a failure:

• of the hardware or software used for operation,
• of the electricity or telecommunications network,
• of the access provider’s services.

Assistance is also excluded in the event of:

• - absence of the user(s) designated in the Subscription request,
• - incorrect configuration by the user,
• - misuse,
• - addition of incompatible hardware or software,
• - abnormal use of the hardware,
• - failure to maintain the hardware,
• - intervention by a third party.

The Customer may not hold CONSELIO liable for a malfunction attributable to the access provider, or for the direct or indirect consequences of such events. It is understood that the GED module in EKO CRM must be regarded as a secure hosting solution for the Customer’s documents, accessible in full confidentiality via the EKO CRM tool (document storage). At no time is the EKO CRM GED module intended for evidential archiving (archiving for legal purposes).

Article 9 – APPLICABLE RATES

The GED module rates apply to all EKO CRM subscription pricing plans. The quotas included in the EKO CRM plans and/or invoiced in addition are pooled across all users of the Customer’s company and are not allocated per User. These rates may change without notice, and such changes shall not constitute grounds for terminating the GED module option or EKO CRM. CONSELIO gives the Customer the possibility of viewing, in the EKO CRM Config menu (accessible to the account Manager), its total consumption by size of stored files (MB) and allows the Customer to reduce the number and size of the files stored.

Storage	Optional monthly subscription
2 GB	€5 excl. VAT
5 GB	€10 excl. VAT
Beyond that, invoicing per 5 GB block at a unit price of €10 excl. VAT/month

Article 10 - APPLICATION

The items stored under the Electronic Document Management module are spread across various other modules of EKO CRM. These Special Terms of Use therefore apply wherever files of any type are stored in EKO CRM. Thus, and without limitation, these STU apply to:

• third-party files stored on contact records or in eKo Drive
• as well as supplier invoices,
• as well as item descriptions,
• as well as files that CONSELIO’s Customer shares with its External Contacts within the EKO EXTEND Service
• …

All stored files are taken into account when calculating the quotas for the flat-rate allowance or for additional invoicing.

Preamble:

CONSELIO enables the Customer using EKO CRM to order services offered by CONSELIO. Orders may be placed by the various means offered by CONSELIO. CONSELIO undertakes to use its best efforts to make the service accessible 7 days a week, 24 hours a day from EKO CRM. Finally, CONSELIO reserves the right to suspend the Service for maintenance reasons necessary for the proper operation of the service and in the event of force majeure or an event beyond CONSELIO’s control.

The service for sending SMS messages from EKO CRM is intended exclusively for Customers established in France. Capitalised terms refer to the definitions set out in the “Definitions” paragraph.

Article 1 – ACTIVATION

The SMS sending module forms part of the EKO CRM offering and therefore cannot be offered separately. The application of these special terms therefore implies full and complete acceptance of the General Terms of Use of the EKO CRM offering. Activation of the GED module is optional and is carried out at the Customer’s request within 48 working hours.

Article 2 – OWNERSHIP OF DATA

All data entrusted by the Customer to CONSELIO through the SMS sending module remain the exclusive property of the Customer; CONSELIO acts only as a hosting provider. The Customer nevertheless undertakes to observe the rules of conduct and use set out in the General Terms and Conditions of Sale of EKO CRM.

Article 3 – TERM, WITHDRAWAL, REMOVAL OF OPTION

The SMS sending module does not in any way commit the Customer to a minimum term. The Customer may at any time request the removal of the SMS sending module and the return of its data. Non-payment for the option will result in the suspension of the option and the complete deletion of the items hosted in the SMS sending module. Whether requested by the Customer or decided by CONSELIO, the option is removed within 48 working hours.

Article 4 – REGISTRATION, ORDER AND DELIVERY

4.1. Registration Registration for activation of the SMS sending module entails full and complete acceptance of the General Terms and Conditions of Sale of EKO CRM and of these Special Terms of Use of the SMS sending module. The request to activate the option must be made through CONSELIO’s teams.

4.2. Placing orders Orders may be recorded in different ways:

• either by completing a purchase order provided by CONSELIO’s teams.
• or via EKO CRM, by electronically subscribing to an SMS Pack of the EKO CRM offering. This method of subscription is subject to secure electronic validation confirmed by use of the login password of the Customer’s account Manager. In all cases, the order is validated by CONSELIO’s teams and the service will not be available until this validation has been carried out. It is specified that the services can only be sent to the mobile telephone number(s) indicated by the user when placing the order if the holder of the recipient number meets the conditions for receiving the services provided by his or her operator or by the manufacturer of his or her mobile telephone, and if the telephone is switched on. In particular, for the recipient to receive the service, the memory of his or her mobile telephone must not be full and he or she must not be outside the coverage area. In the event of non-receipt, CONSELIO shall under no circumstances be held liable if these conditions have not been met. It is for the recipient of the message to check its content on receipt.

4.3. Delivery

Delivery takes place immediately as regards routing the message to the SMS sending platform of the recipient’s mobile services operator, subject to the conditions and time limits imposed by the operator from its SMS sending platform to the recipient’s mobile, which must be within range and in receiving mode. The SMS sending service is used to send messages to mobile telephone networks that CONSELIO does not control. Consequently, CONSELIO cannot under any circumstances guarantee the time of receipt. Orders placed by the user are binding on the user once the order form has been validated on EKO CRM. Since the SMS sending request is executed as soon as the order is validated, the user’s attention is drawn to the fact that he or she does not have any right of withdrawal.

Article 5 – COMMITMENT AND LIABILITY OF THE USER

The user is solely responsible for, and shall deal alone with, the holder of the recipient mobile number, and in particular for obtaining that holder’s consent to receive the content ordered by the user by means of the service covered herein; CONSELIO cannot be held liable in this respect. The user expressly undertakes and warrants to CONSELIO in this respect:

• not to send any message to a recipient who may suffer harm as a result of such messages being sent
• not to harass in any way whatsoever or mislead the recipient of the SMS, and to respect the privacy of others. The user is solely responsible both for sending the message to the mobile number indicated when placing the order and for the content of the messages thus sent; CONSELIO cannot be held liable in this respect. The user declares and warrants to CONSELIO that the content that will be disseminated in the course of the operations:
  • Does not infringe any intellectual property right of third parties,
  • May in no way contain anything contrary to public morality or public order or otherwise inappropriate, indecent, shocking or improper for a family audience; in particular, but without limitation, the content may in no way contain any obscene, defamatory, insulting, pornographic, violent, racist, xenophobic or revisionist writings, etc., or any writings that infringe the privacy or rights of anyone.
  • Is accurate and complete and does not contain any errors or any false, erroneous or misleading statements, references or assertions,
  • Is not otherwise likely to give rise to any liability (including criminal liability) of CONSELIO in any way whatsoever.
  • In any way that may have a harmful effect on the goodwill and standing of any of the relevant Service Providers
  • For the sending of unsolicited messages to the extent expressly permitted by the Service Provider and the Regulatory Requirements. The user will reimburse CONSELIO for all costs relating to damage caused by incorrect information provided by the user or by a third party having access to the user’s account. The Customer will ensure that the Customer Content will not contain any:
    • Viruses, computer worms, Trojan horses or other code that could disrupt, disable, harm, erase the memory of, or otherwise prevent the operation or functionality of any service provider software, firmware, hardware, wireless device, computer system or network;
    • Traps, time bombs or other code that would disable any software based on the passage of a period of time, the arrival of a particular date or other code.
    • Or any code that would allow any third party to interfere with or surreptitiously gain access to any End User personal information or data processed or used by the SMS sending module.
  • The Customer will not attempt to interfere with or disrupt the integrity or performance of the SMS sending module or the Service Provider’s servers or networks connected to the SMS sending module. CONSELIO may at any time request evidence from the Customer of its compliance, where such evidence is requested by a Service Provider or a Regulator, and may request from the Customer reasonable volume forecasts and End User Support information. The Customer agrees to comply with such a request provided that it is reasonably practicable and with such degree of detail as CONSELIO may reasonably require, provided that (unless otherwise agreed between the Parties as may be set out in the relevant Addendum) any forecasts given shall not be contractually binding on the Customer, nor oblige the Customer to contract with CONSELIO for service access in order to meet such a forecast. The Customer acknowledges that Service Providers have an End User base across all age groups. The Customer will be responsible for all Customer Services delivered to End Users and will take all appropriate measures to ensure that the content of each Customer Service is not inappropriate for the End User. The Customer will ensure that all advertising of each Customer Service complies with the applicable advertising standards, the SPRR and other regulations, policies or codes.

Article 6 – RIGHTS AND OBLIGATIONS OF CONSELIO

CONSELIO reserves the right to change its current rates without notice and without giving rise to compensation of any kind whatsoever. It will inform the user accordingly. CONSELIO reserves the right to change its General and Special Terms and Conditions without notice and without giving rise to compensation of any kind whatsoever. They should therefore be re-read before each use of the EKO CRM® SMS sending module. Such changes are binding from the time they are posted online and cannot apply to contracts concluded previously.

Article 7 – INVOICING AND PAYMENT

Subscription to the SMS sending service is included in the price of the EKO CRM Subscription. In order to send SMS messages, the Customer must first have purchased SMS Packs. SMS Packs are invoiced together with the EKO CRM subscription chosen by the Customer. SMS Packs are paid for in the same way as the Customer pays for its EKO CRM Subscription.

Article 8 – ORDER VALIDATION

By validating the order, the user acknowledges having read and accepted without reservation all of these special terms of use.

Article 9 -CANCELLATION - REFUND

The sending of SMS messages is not subject to a right of withdrawal. Every order is considered firm and final and cannot be refunded.

Article 10 – NETWORK COVERAGE

The SMS sending module is only available for messages sent from and to metropolitan France.

Article 11 - SMS STOP

The Customer will comply with the SMS+ Code of Ethics (Charte SMS + de Déontologie) and the Communication Charter (Charte de la Communication). These documents are also available in their original French version at http://www.afmm.fr . The Customer is legally bound by the French version of these documents found on the SMS+ website, which supersedes any other.

SMS Spam is strictly prohibited on all French operators. In the event of a complaint by the end consumer to the operators, the Customer must be able to provide CONSELIO with proof that the end user opted in, within 48 hours of receiving a request from CONSELIO concerning the same issue. Customers unable to provide the necessary proof will be charged €1000 for each SMS deemed to be SMS Spam. The Customer’s failure to comply with the Code of Ethics or the Communication Charter may lead to the immediate suspension of the customer services, and the Customer faces a penalty of up to €15000.

Messages sent in a delivery context shall not include any direct marketing message longer than 120 characters.

WAP push messages must be sent with the service indicator and shall not be sent for the service loading mode.

At the request of the Network Operator, CONSELIO will suspend the Customer. If the Customer asks to be reconnected, CONSELIO will invoice the Customer for the Network Operator’s Reconnection charge.

Out of respect for the end recipient, messages may only be sent between 8am and 10pm, Monday to Saturday.

Messages relating to services that can be accessed from the mobile device.

The nature of the communication must be indicated to the recipient at the beginning of the message, i.e. the message must begin with "la PUB …" or "PUBLICITE" Messages (French for “advertising”). Provide a clear explanation of how to unsubscribe by replying STOP to the message (example: AUCUNE PUB répondez STOP).

The message must provide a means of contacting end-user support (post, email, website or telephone number).

Any message promoting a service must clearly state the price of using the service.

The Customer undertakes not to send any recipient more than 10 direct messages per month. With regard to direct marketing, the Customer must inform the recipient that, by giving their permission, the recipient agrees to receive SMS messages, and must indicate:

• - The name of the company managing the database
• - The type of personal information held in the database
• - How to unsubscribe
• - Where applicable, the fact that the subscriber information may be accepted by a third party.

Should the Customer fail to comply with any of the rules of conduct set out above, CONSELIO declines all liability. Where a recipient of an SMS sent by the Customer asks no longer to be contacted by SMS, CONSELIO, through EKO CRM, will block the sending of new messages. This request may be made either through the Customer, who will record in its EKO CRM that the recipient no longer wishes to receive SMS messages, or directly by the recipient using the STOP reply message; in both cases, the registration is irrevocable.

Article 12 – MISCELLANEOUS PROVISIONS

Any claim or dispute must be sent by email to: contact@conselio.com or by post. Should a claim concerning the failure or lack of delivery of content paid for by the user prove to be well founded in the light of the connection logs and systems recorded by CONSELIO, and be due to a failure of the means for which CONSELIO is responsible, CONSELIO undertakes to resend the content at its own expense. This remedy is the only one to which a user may be entitled, to the exclusion in particular of any claim for damages. No claims will be dealt with by telephone or fax.

Article 13 – FORCE MAJEURE

Neither the user nor CONSELIO shall be liable for any failure or delay in performing the obligations arising from this contract as a result of a force majeure event usually recognised as such by case law. The following shall not be considered force majeure: the user’s financial inability to pay all the charges relating to the services offered by CONSELIO.

Article 14 – SEVERABILITY OF PROVISIONS

Should any provision hereof be declared null and void by a court, that provision shall, to the extent of such nullity, be deemed unwritten and the other provisions hereof shall remain in full force and effect.

Articles 15 – GSM TECHNICAL RULES AND STANDARDS

All UTF-8 characters are supported by this module. As standard, if all the characters used are in the list below, a message is split into batches of 160 characters, and each batch costs the price of a single SMS. If this is not the case, the message is split into batches of 70 characters, and each batch costs the price of a single SMS. Before the above rule is applied, the following characters are systematically replaced. Original character: À Á Â Ã È Ê Ë Ì Í Î Ï Ð Ò Ó Ô Õ Ù Ú Û Ý Ÿ á â ã ê ë í î ï ð ó ô õ ú û µ ý ÿ ç Þ ° ¨ ^ « » | \ Replaced by: A A A A E E E I I I I D O O O O U U U Y Y a a a e e i i i o o o o u u u y y c y o - - " " I / Characters allowed for splitting into batches of 160 0 1 2 3 4 5 6 7 8 9 a A b B c C d D e E f F g G h H i I j J k K l L m M n N o O p P q Q r R s S t T u U v V w W x X y Y z Z à À á Á â Â ã Ã ä Ä å Å æ Æ ç Ç è È ê Ê ë Ë é É ì Ì í Í î Î ï Ï ð Ð ñ Ñ ò Ò ó Ó ô Ô õ Õ ö Ö ø Ø ù Ù ú Ú û Û ü Ü ÿ Ÿ ý Ý Þ ß { } ~ ¤ ¡ ¿ ! ? " # $ % & ' ^ * + - _ , . / : ; < = > § @ ( ) [ ] Γ Δ Θ Λ Ξ Π Σ Φ Ψ Ω € £ ¥ These characters count as two when calculating the length of your message: { } € [ ] ~

Article 16 – APPLICABLE RATES

The applicable rates for the SMS sending module vary according to the number of SMS messages ordered. The price of SMS Packs is shown in euros excluding VAT (excl. VAT).

SMS Pack	SMS pack price in euros excl. VAT	i.e. a unit price of (indicative)
Pack of 200 SMS	30	€0.15 excl. VAT/SMS
Pack of 500 SMS	70	€0.14 excl. VAT/SMS
Pack of 1000 SMS	120	€0.12 excl. VAT/SMS
Pack of 5000 SMS	500	€0.10 excl. VAT/SMS
Pack of 10000 SMS	900	€0.09 excl. VAT/SMS

The quotas included in the EKO CRM plans and/or invoiced in addition are pooled across all of the Customer’s users and are not allocated per user. These rates may change without notice, and such changes shall not constitute grounds for terminating the SMS sending module option or EKO CRM. CONSELIO gives the Customer the possibility of viewing, in the EKO CRM Config menu (accessible to the account Manager), its total consumption by number of SMS messages used, and undertakes to notify it by any means (email, post or telephone call) when its SMS Pack has or has not been fully used.

Preamble:

The EKO INTERVENTION application offered by CONSELIO is directly dependent on, and inseparable from, the EKO CRM offering.

Every user of the EKO INTERVENTION application accepts, without reservation and in their entirety, the GTCS – General Terms and Conditions of Sale of EKO CRM, as well as these terms.

Capitalised terms refer to the definitions set out in the “Definitions” paragraph.

Article 1 – PURPOSE OF THE APPLICATION

The purpose of the Application is to offer Customers the possibility of managing their professional tasks by means of a facilitating tool.

The Administrator creates customised Electronic Forms for Users.

Users fill in these forms in their day-to-day work: delivery, field service, repairs, etc.

The Customer retrieves the information entered through these forms and makes use of it.

Article 2 – AVAILABILITY OF THE APPLICATION

The EKO INTERVENTION Application is accessible 24 hours a day, 7 days a week, except in the event of force majeure or an event beyond CONSELIO’s control, and subject to any breakdowns and maintenance work necessary for the proper operation of the Application.

The software version of the Application may be updated from time to time to add new functions and new services.

Maintenance work and/or updates may be carried out without prior notice to Users.

Article 3 – CONDITIONS OF ACCESS TO THE SERVICE

The equipment and hardware enabling access to the EKO INTERVENTION Application are borne exclusively by the User or the Customer. To access and use the application, the following are required:

• A compatible smartphone or tablet or a compatible mobile device;
• Internet access;
• A customer account in a virtual store with one of the mobile Application providers (App Store and/or Google Play Store).

Compatible telephones and mobile devices run the Android® OS 4.4 operating system or any later version that may be developed. The EKO INTERVENTION Application can therefore be downloaded from the “Google Play Store” and “App Store” platforms. In addition, Administrators and Users must have an active EKO CRM customer account and the necessary commercial options.

Article 4 – END USER LICENCE AGREEMENT (EULA)

CONSELIO grants its Customer a non-exclusive, revocable, non-assignable, non-transferable, worldwide right to use the EKO INTERVENTION Application, the Content and the Services solely for its own needs and in connection with the use of the Application and the Services, to the exclusion of any other purpose. This licence does not confer any right of use over the Content on the User. The Customer and its Users are strictly prohibited from:

• Carrying out any adaptation, modification, translation, transcription, arrangement, compilation, decompilation, assembly, disassembly or transcoding of, or applying reverse engineering to, all or part of the Application, the Services and/or the Content;
• Creating derivative works of the licensed Application;
• Using software or processes designed to copy the Content without the prior authorisation of CONSELIO;
• Exporting the Application, or merging all or part of the Application with other computer programs;
• Reproducing the Application, permanently or temporarily, in whole or in part, by any means and in any form;
• Extracting or reusing, including for private purposes, without the prior written authorisation of CONSELIO, any part, substantial or not, of the content of the databases and archives built up by the EKO INTERVENTION Application;
• Setting up systems capable of hacking the Application and/or the Content in whole or in part, or likely to breach these Special Terms of the mobile Application.

Anyone who contravenes these prohibitions is liable to prosecution and damages. The terms of this Licence will govern any updates supplied by CONSELIO that replace and/or supplement the original Application, unless such update is accompanied by a separate licence, in which case the terms of that licence shall prevail.

Article 5 – RIGHTS, OBLIGATIONS AND LIABILITY

For the Customer: The Customer, the Administrator and the User expressly undertake, under the Customer’s responsibility:

• To download the Application to their equipment exclusively for non-commercial professional use;
• To make short quotations, analyses and reproductions intended for press reviews and other uses within the limits and under the conditions laid down by law, subject in particular to citing the names of the authors and the editorial source;
• To expressly refrain from using software or devices likely to disrupt the proper operation of the Application, and from taking any action likely to impose a disproportionate load on CONSELIO’s infrastructure;
• To inform CONSELIO as soon as they become aware of any act of piracy, and in particular of any unlawful or non-contractual use of the Application and/or the Content, whatever the means of dissemination;
• Not to sell, rent, sub-license or distribute in any way whatsoever the Application and/or the Content to third parties.

For CONSELIO:

CONSELIO will use its best efforts to ensure the proper operation of the Application, and undertakes to secure access to, consultation and use of the Application and the Site. CONSELIO undertakes to carry out, or have carried out, the maintenance work necessary to restore the proper operation of the Application or its Site as quickly as possible.

Article 6 – LIMITATION AND EXCLUSION OF LIABILITY

CONSELIO cannot be held liable for risks accepted by the Customer. CONSELIO cannot be held liable:

• In the event of failure, loss, delay or error in the transmission of data beyond its control;
• For damage of any kind, direct or indirect, resulting from the use of or inability to use the application, and in particular any financial or commercial loss, or loss of data, in particular in the information system of the User of the Application;
• For damage of any kind, direct or indirect, resulting from the content and/or the use of, or inability to use, websites linked to the Application or to which Users may have access via the Application;
• For damage of any kind whatsoever caused to Users, their devices, their IT and telephone equipment and the data stored on them, or for any consequences that may result for their personal, professional or commercial activities;
• For the sending of messages and/or data to a false, erroneous or incomplete address;
• If data do not reach it, for whatever reason, or if the data it receives are illegible or impossible to process;
• If the User is unable to access or use the Site, the Application and/or the Services for any reason whatsoever, in particular in the event of maintenance operations, updates or technical improvements;
• If, for any reason whatsoever, the connection is interrupted.

Furthermore, CONSELIO declines all liability in the event of misuse of the device and/or any incident related to the use of the device while using the Application. CONSELIO cannot under any circumstances be held liable for any damage of any kind whatsoever caused to Users, their devices, their IT and telephone equipment and the data stored on them, or for any consequences that may result for their personal, professional or commercial activity. To the extent permitted by applicable law, and should CONSELIO be held liable for damage not provided for above, CONSELIO’s liability shall be limited solely to certain, actual and proven damage and up to a maximum of the price of the options actually received by CONSELIO.

Article 7 – SECURITY OF THE EKO INTERVENTION APPLICATION

The Application and the software are provided “as is” and “as available” without warranty of any kind. Access to and use of the Application are at the sole risk of the Customer and its Users.

RISKS FOR THE USER

It is the User’s responsibility to take all appropriate measures to protect his or her own data and/or software stored on his or her equipment (telephone, computer) against any attack (malfunction, virus, hacking, etc., non-exhaustive list). By using the Application, the User assumes all the negative consequences that the Application may cause.

RISK RELATING TO THE “INTERNET NETWORK”

The technical performance of the mobile Internet requires the processing time needed to respond to, consult, query or transfer services. The User declares that he or she is aware of and accepts the limits and issues of the Internet network, for which CONSELIO cannot be held liable: (non-exhaustive list)

• The characteristics and limits of the Internet network, and in particular the functional characteristics and technical performance of the Internet network;
• Problems related to connection and/or access to the Internet network and/or to websites;
• Problems related to the availability and congestion of networks;
• Problems related to the failure or saturation of networks;
• Problems related to transit time, access to information posted online, and response times for displaying, consulting, querying or otherwise transferring data;
• The risks of interruption;
• The lack of protection of certain data against possible misappropriation or hacking;
• The risks of contamination by any viruses circulating on those networks.

Article 8 – TECHNICAL LIMITATIONS

The User must ensure that he or she has an Internet connection sufficient for the Application to operate. CONSELIO is not responsible for any malfunction of the Application in the event of no or weak Internet connection. Some services may not work with poor Internet connections. For the Application’s services to work properly, certain mobile telephone features must be enabled (camera, geolocation, networks, etc.). If these features are not enabled or not present on the User’s mobile telephone, certain services will not work in the Application. CONSELIO cannot be held liable for non-functioning services. CONSELIO ensures that the Application is published on the stores and that the EKO INTERVENTION Application is compatible with most mobile telephone devices on the market. Owing to the large number of models, various operating systems (up to date or not), possible additional charges from operators, and the different software installed by the User, CONSELIO cannot guarantee the perfect compatibility of the Application with all mobile telephones and will therefore not be liable for any malfunction.

Article 9 – INTELLECTUAL PROPERTY

CONSELIO is the exclusive owner of all intellectual property rights relating to the EKO INTERVENTION Application and its Content. Downloading the Application does not confer on the Customer, its Administrator or its User any rights over CONSELIO’s intellectual property rights. All rights of reproduction and representation are reserved, including for downloadable documents. All texts, graphics, icons, photographs, plans, logos, videos, sounds, trademarks and, more generally, all the elements making up the EKO INTERVENTION Application may not be represented, reproduced, exploited or extracted, in whole or in part, on any medium whatsoever, without the express prior authorisation of CONSELIO. The Customer expressly undertakes that its use of the EKO INTERVENTION Application will in no way infringe CONSELIO’s rights, and in particular that such use will not constitute an act of infringement (counterfeiting), unfair competition or parasitism in respect of the Content.

Article 10 – TERMINATION

CONSELIO may decide to stop making the EKO INTERVENTION Application available at any time, subject to 8 days’ notice; notice that it is ceasing to be made available will be given by email or by displaying a message on a screen of the Application. CONSELIO does not have to give reasons for its decision to stop making the Application available, and this decision cannot give rise to any compensation or refund. CONSELIO may remove your access if you do not comply with its terms. Upon any termination, the rights and licences granted to the Customer will be terminated and it must cease all use of the Application. As the EKO INTERVENTION application is an option of the EKO CRM offering, its termination by the publisher does not release the Customer from its contractual obligations relating to EKO CRM®.

Article 11 – SEVERABILITY OF THE SPECIAL TERMS

If a court of competent jurisdiction finds that any provision of these Special Terms of the Application is invalid, that provision shall be removed without affecting the remainder of the Special Terms of the Application. The other provisions hereof relating to the Application shall remain valid and applicable.

Preamble:

The EKO EXTEND Service is made available to CONSELIO customers who have subscribed to the EKO CRM offering. It enables them to make various computer files available for sharing by means of a single space. The EKO EXTEND Service is accessible through a web interface from a browser. The purpose of these Special Terms of Use (STU) is to define the contractual relationship between CONSELIO and the Customer concerning access to and use of the EKO EXTEND Service. CONSELIO reserves the right to make changes to the EKO EXTEND Service, and consequently to these terms, at any time. Any change comes into force from its publication or, where applicable, on any other date indicated in any special condition applicable to the EKO EXTEND Service. CONSELIO will endeavour to bring any change to these terms to the attention of Customers; however, before any use of the EKO EXTEND Service, it is the Customer’s responsibility to refer to the latest version of these terms, accessible at any time on the EKO EXTEND Service. In the event of disagreement with the new provisions, the Customer undertakes to cease all use of the EKO EXTEND Service and to delete its EKO EXTEND Account. Capitalised terms refer to the definitions set out in the “Definitions” paragraph.

Document(s): means the electronic document(s) uploaded by the Customer for an External Contact and/or uploaded by the External Contact for the Customer. In the event of disagreement with these provisions, the Customer undertakes to cease all use of the EKO EXTEND Service and to delete its access to the Service.

Article 1 - PRESENTATION OF EKO EXTEND

Under the eKo Extend Service, the Customer benefits from various features.

• The archiving space: enables Content to be archived and/or filed. The storage capacity used by all the EKO EXTEND accounts that a Customer makes available to its External Contacts is added to the total files included in the EKO CRM offering initially subscribed in order to determine the billing tier for this space.
• Sharing: this is carried out from the Customer’s eKo CRM access and enables it to share its Content, temporarily or otherwise, with External Contacts. Sharing is carried out under the Customer’s sole responsibility. Shared documents will be accessible to the External Contact via a unique link sent by the Customer to the External Contact. The Customer is solely responsible for the use made of this link. It is informed that publishing it in open or unsecured spaces makes the shared documents accessible to anyone clicking on the link. A code may be set up so that access is granted only to the person who holds it.
• Notification: the EKO EXTEND Service enables the Customer to receive informative messages, actions and procedures based on its usage or on the documents it has uploaded to EKO EXTEND or that the External Contact has uploaded to EKO EXTEND. The Customer can manage its notifications in the EKO CRM settings.

Article 2 - PROTECTION OF CONTENT

CONSELIO ensures the protection, security and confidentiality of Content. However, in the event of a security alert (anti-virus check, etc.), a request from an authority (administrative, judicial, etc.), or an alert from another Subscriber, CONSELIO reserves the right:

• to retain, for evidential purposes, any Content that does not comply with the rules laid down herein, as well as any logs or connection records attributing the management or control of such Content to the Customer or to the External Contact,
• to retain, for evidential purposes, any logs, connection records or data, personal or otherwise, proving that the conduct or actions in question are attributable to the Customer,
• to modify, reject and/or remove access to any Content that does not comply with the rules laid down;
• to apply the provisions of the article “Termination – Breach – Suspension”.

In addition, CONSELIO monitors and ensures the traceability of the operation of the eKo Extend Service. Each operation (identification, instruction) is thus time-stamped and recorded.

Article 3 - REGISTRATION CONDITIONS

Registration for the EKO EXTEND Service requires full and complete acceptance of the Special Terms of EKO EXTEND and of CONSELIO’s General Terms and Conditions of Sale of EKO CRM, whatever the device used (computer, tablet, smartphone, etc.). Registration for and use of the EKO EXTEND Service require full legal capacity.

Article 4 – ACCESS TO THE EKO EXTEND SERVICE

Access to the EKO EXTEND Service is protected by a login / password pair. It is the Customer’s responsibility to choose a sufficiently strong password to prevent any fraudulent access to the EKO EXTEND Service.

Article 5 - PRICE

The price of access to the EKO EXTEND Service is included in the price of the EKO CRM licence sold to the Customer. The Customer understands, however, that sharing Content with its External Contacts via the EKO EXTEND module affects the storage capacity of the EKO CRM Electronic Document Management module and consequently the amount invoiced to it by CONSELIO according to the total size of the shared files in GB (gigabytes).

Article 6 - INTELLECTUAL PROPERTY RIGHTS

EKO EXTEND

EKO EXTEND (including all accessible information, in particular in the form of texts, photos, images, sounds, data, databases and downloadable programs, including the underlying software and other technology) and the Services are protected by intellectual property rights and/or other rights that CONSELIO holds or is authorised to use. The Customer, its Users and its External Contacts may under no circumstances store, reproduce, represent, modify, transmit, publish or adapt on any medium whatsoever, by any means whatsoever, or exploit in any way whatsoever, the elements of EKO EXTEND without the prior written authorisation of CONSELIO.

THE CONTENT

The Customer and its External Contacts warrant that they hold the intellectual property rights and other authorisations necessary for the use of any Content. Accordingly, they indemnify CONSELIO and its contracting partners against any third-party claim relating to the ownership or use of such Content (including in connection with the aforementioned authorisation) and against any loss suffered by CONSELIO and/or its contracting partners as a result. Costs and fees relating to disputes arising from these intellectual property rights shall either be borne exclusively by the Customer or be reimbursed to CONSELIO for the share it would have had to bear if its liability were engaged.

TRADEMARKS

CONSELIO, the Customer and its External Contacts are and shall remain the owners, each as far as they are concerned, of their distinctive signs, namely trademarks, company names and others, trade names, signs and domain names. The reproduction, imitation or affixing, in whole or in part, of trademarks and designs belonging to CONSELIO is strictly prohibited without its prior written consent.

Article 7 - RIGHT OF WITHDRAWAL

The Customer is informed that it may at any time suspend the EKO EXTEND account of all or some of its External Contacts. It nevertheless remains liable for the financial commitments entered into, in particular through the optional offers.

Article 8 - ACCESS TO THE EKO EXTEND SERVICE

Except in the cases of force majeure referred to herein, CONSELIO undertakes, under a best-efforts obligation, to ensure the availability of and accessibility to the EKO EXTEND Service 24 hours a day, 7 days a week. Nevertheless, testing, control and/or maintenance operations as well as work required in the event of a breakdown may be carried out by CONSELIO at any time. CONSELIO endeavours to give notice, as far as possible, of such operations. CONSELIO cannot be held liable for any resulting consequences for any Customer or any External Contact. The Customer acknowledges that CONSELIO cannot under any circumstances be held liable for the functional characteristics and technical performance of the internet. Likewise, every Customer, User and External Contact remains responsible for its actions on the internet as regards the use of its data on open networks. The Customer undertakes not to hinder the proper operation of the EKO EXTEND Service, in particular by transmitting any item likely to contain a virus or otherwise likely to damage or affect the EKO EXTEND Service and, more generally, the information system of CONSELIO and/or its contracting partners. It is the responsibility of every Customer to take all appropriate measures to protect its data, software and/or Content against any attack or damage. In particular, where the EKO EXTEND Service is used through smartphones or tablets, the Customer and its Users and External Contacts undertake not to modify the device’s operating system in a way that could affect its security (in particular jailbreaking or rooting). In such a case, CONSELIO cannot guarantee the security of Documents transmitted to or from the EKO EXTEND Account. The costs and expenses of the equipment required to use the Site and the EKO EXTEND Service are and remain borne by the Customer and its External Contacts.

Article 9 - LIABILITY

LIABILITY OF CONSELIO

CONSELIO gives no warranty as to the suitability of the EKO EXTEND Service to meet the Customer’s particular expectations or needs. Likewise, CONSELIO is not in a position to guarantee the absence of errors or other operating or usage problems during use of the EKO EXTEND Service. CONSELIO declines all liability for Content received on or transmitted from the Customer’s EKO EXTEND Service. Likewise, the User and the External Contact remain solely responsible for the assessment of its legal value by any administration or court. Thus, the technical processing carried out by CONSELIO on a Document constitutes solely a guarantee as to the origin, the date of upload and the integrity of the Documents. CONSELIO is in no way responsible for the Content it hosts, nor for the information communicated by the Customer to its Users and External Contacts. CONSELIO, in its capacity as technical service provider, and in particular as host of the Content of the Customer and its Users and External Contacts, cannot be held liable for the activities or information stored at the request of a User or an External Contact if it did not actually know of their unlawful nature or of facts and circumstances revealing that nature or if, as soon as it became aware of it, it acted promptly to remove such information or to disable access to it. In this respect, CONSELIO reserves the right to remove or suspend access to any Content following receipt of a notification or if it actually becomes aware of the manifestly unlawful nature of the Content. CONSELIO cannot under any circumstances be held liable on account of such removal. Under no circumstances is CONSELIO liable for indirect losses such as, in particular: financial or commercial loss, loss of customers, any commercial disruption, loss of profit, damage to brand image, or loss of data and/or computer programs suffered by the Customer that may result from the non-performance of these Special Terms. Furthermore, CONSELIO shall under no circumstances be liable for damage resulting, even partially, from total or partial non-performance of its obligations by the Customer or its Users and External Contacts, or for any indirect damage, even if it was aware of the possibility of such damage occurring. CONSELIO is not liable for any delay in performance or any non-performance of its obligations under the General Terms and Conditions of EKO CRM that is due to force majeure. CONSELIO is bound by a best-efforts obligation.

LIABILITY OF THE CUSTOMER, ITS USERS AND EXTERNAL CONTACTS

The Customer and/or its legal representatives, the Users and/or their legal representatives, and the External Contacts and/or their legal representatives, are responsible for their conduct and for the Content, including towards third parties, for example when sharing Content. Content may be protected by the intellectual property rights of others. The Customer shall refrain from copying, transferring, sharing, downloading or modifying any Content for which it does not hold the rights. The Customer guarantees the security of its Identification details and its credentials (login, password). It acknowledges that any use of the EKO EXTEND Service is presumed to have been made by it, its Users and its External Contacts and will be attributed to it, unless the Customer proves otherwise.

The Customer, the Users and the External Contacts undertake:

• not to store or make available any content that is illegal or contrary to the regulations and law in force, such as, in particular, child pornography content, content likely to undermine human dignity and respect for the human person, or insulting or defamatory content, etc.;
• not to make available any Content that is unlawful or contrary to public morality;
• not to make any illegal or unlawful use of the EKO EXTEND Service;
• not to create any hyperlink to any website that does not comply with the above principles;
• to inform CONSELIO without delay, by any means, of any error, fault or irregularity it observes in the use of the EKO EXTEND Service, as soon as it becomes aware of it;
• In general, not to make any use of the EKO EXTEND Service that may cause harm to CONSELIO.

Article 10 - FORCE MAJEURE

CONSELIO cannot be held liable for any delay in the performance of its obligations or for any non-performance of its obligations under these Special Terms of Use where the circumstances giving rise thereto constitute force majeure.

The following are expressly deemed to be cases of force majeure or fortuitous events, in addition to those usually recognised by the case law of the Luxembourg courts and tribunals: blocking of electronic communications beyond CONSELIO’s control, and any other event beyond CONSELIO’s control preventing the normal performance of the obligations arising from the Contract. Any force majeure event affecting the performance of the obligations arising from these Special Terms, and in particular access to or use of the EKO EXTEND Service by the Customer or its External Contacts, shall suspend the performance of these Special Terms from the date on which it occurs. From that date, and notwithstanding the force majeure event, CONSELIO will endeavour, as far as possible:

• to inform the Customer of the existence of the force majeure event;
• to restore access, even in restricted mode, to the EKO EXTEND Service as soon as possible;
• or to implement any other technical solution enabling the Customer and its Users to regain access to its Content.

It is for the Customer to inform its Users and External Contacts of the service interruption. It is expressly agreed between the Parties that the entirely exceptional implementation of these palliative measures by CONSELIO during a force majeure event shall not give rise to any liability or compensation on the part of CONSELIO.

Article 11 - PROTECTION OF PERSONAL DATA

CONSELIO complies with the requirements of the GDPR – the European General Data Protection Regulation – and has always given priority to the security and confidentiality of the data and documents of Customers, Users and External Contacts. CONSELIO neither sells nor exploits any data for commercial or marketing purposes. Nevertheless, CONSELIO may send communications concerning the EKO EXTEND service that the Customer uses.

RETENTION OF USER AND EXTERNAL CONTACT DATA BY EKO EXTEND

The User and the External Contact have only a right to enjoy the EKO EXTEND service, a Service granted to them by the Customer. Documents are retained for the entire period of use of the EKO EXTEND Service, the Customer being free to delete any Content whenever it wishes. Data relating to the EKO EXTEND Account (logins, surnames, first names, technical data) are erased after the Customer removes access to the EKO EXTEND Service.

ACCESS TO USER AND EXTERNAL CONTACT DATA

Personal Data specific to EKO EXTEND will under no circumstances be sold, shared or communicated to third parties not involved in the processing associated with the EKO EXTEND Service.

RECOVERY OF CONTENT

The EKO EXTEND Service enables the External Contact to retrieve the Content that the Customer’s User has archived for it in its EKO CRM Account. The EKO EXTEND Service enables the Customer’s User to retrieve the Content that the External Contact has archived and made available to it in its EKO EXTEND Account.

Article 12 - TERMINATION – BREACH – SUSPENSION

TERMINATION AT CONSELIO’S INITIATIVE

CONSELIO reserves the right to interrupt, temporarily or permanently, all or part of the EKO EXTEND Service for reasons relating to the security of the EKO EXTEND Service, the security of the Customer, Users and External Contacts, or a breach or suspected breach by the Customer, Users or External Contacts of any of the obligations set out herein. Such termination shall take place automatically, without prejudice to any damages that CONSELIO may claim. The Customer may nevertheless, for a limited period, recover its archived Content.

CONSELIO also reserves the right to terminate unilaterally the contractual relationship arising from the Special Terms in the event of serious and/or repeated breaches by the Customer, its Users or External Contacts of any of the obligations set out herein, or if CONSELIO permanently discontinues the EKO EXTEND Service. In the latter case, termination will take effect ten (10) working days after notice of the end of the EKO EXTEND Service.

TERMINATION OF THE EKO EXTEND SERVICE AT THE CUSTOMER’S INITIATIVE

EKO EXTEND is an optional service offered by CONSELIO to its Customers using the EKO CRM solution; consequently, termination of the EKO EXTEND option does not release the Customer from its other commitments. Before confirming its termination request, the Customer is invited to back up its Content. Closure of the EKO EXTEND Service does not give rise to any refund for any reason whatsoever. Any sum paid by the Customer remains the property of CONSELIO.

Article 13 - USER UNABLE TO ACCESS THEIR EKO EXTEND ACCOUNT

If the External Contact is unable to access its EKO EXTEND Account, the External Contact is invited to contact the Customer that granted it access. No request from an External Contact will be dealt with by CONSELIO, the holder of the EKO EXTEND account remaining the Customer.

Article 14 - SUBCONTRACTING

CONSELIO reserves the right to have all or part of the services covered herein performed by any other company of its choice as a subcontractor, CONSELIO remaining solely liable towards the Customer, and being responsible for seeking recourse against its subcontractors.

Article 15 - EVIDENCE AGREEMENT

CONSELIO, the Customer, the Users and the External Contacts agree that, in the event of a dispute, the following shall be admissible as evidence before the courts:

• the means of Identification (user name, secret codes, etc.) used in connection with the Service, as well as the signatures and Identification processes they express;
• the connection data relating to actions carried out from the EKO EXTEND Service of Users and External Contacts;
• all or part of the Content originating from the Customer’s EKO EXTEND Service, which is presumed to be attributable to the Customer;
• the electronically certified dates of any Content;
• the Content archived as part of the EKO EXTEND Service, emails, acknowledgements of receipt exchanged and, in general, any information or data relating to the use of the EKO EXTEND Service;

Proof to the contrary may be provided.

Article 16 - MISCELLANEOUS PROVISIONS

NO WAIVER

The fact that the Customer and/or CONSELIO does not invoke a breach by the defaulting party of any of the obligations arising herefrom shall not be construed as a waiver of the obligation in question.

PARTIAL INVALIDITY

The invalidity of any clause hereof shall not affect the validity of the other clauses; the agreement shall continue without the invalidated provision unless the invalidated clause makes the continuation of the contractual relationship impossible or unbalanced in relation to the original agreements.

CLAIMS

Only claims made by the Customer will be accepted by CONSELIO. Claims are then dealt with in accordance with the terms and conditions hereof.