Terms of sale

This English translation is provided for convenience only. The French version (conditions générales de vente) is the authoritative one and prevails in case of any discrepancy.

1. Purpose and scope

These terms of sale (the “Terms of Sale”) apply to any subscription to a paid offering of the Saymock service (subscription, license, add-on or usage credit, together the “Plan”) from Tristan Laroubine, sole proprietor (entrepreneur individuel, EI) (the “Publisher”; contact details in the legal notice).

Plans are reserved for business customers. By subscribing, the customer (the “Customer”) represents that they are acting for purposes within their trade, business, craft, profession or farming activity, or on behalf of a legal entity. The provisions of the French Consumer Code that protect consumers therefore do not apply. A person acting for personal purposes must not subscribe to a Plan and may use the free Service.

The Terms of Sale supplement the terms of use (the “Terms”), whose definitions apply. In case of conflict, the following prevail in this order: a quote or purchase order signed by both parties, the Terms of Sale, then the Terms. The Customer’s general purchasing conditions are not binding on the Publisher, unless it accepts them expressly in writing.

In accordance with Article L. 441-1 of the French Commercial Code, the Terms of Sale are the sole basis for commercial negotiation.

2. Orders

Subscriptions are made online, from the Service, or on the basis of a quote. The contract is formed when the Customer confirms their order after accepting the Terms of Sale, or returns the signed quote. The Publisher sends a confirmation by email. It may refuse an order for a legitimate reason, in particular a previous payment default or a breach of the Terms.

The Customer is solely responsible for choosing the Plan and for its suitability for their needs. They acknowledge that they were able to try the Service free of charge and received all useful information before subscribing.

3. Prices

Prices are those displayed in the Service or on the quote on the date of the order. They are expressed in euros, excluding taxes. As long as the Publisher benefits from the VAT exemption for small businesses (franchise en base), no VAT is charged (VAT not applicable, Article 293 B of the French General Tax Code); otherwise, VAT at the applicable rate is added to the prices.

Plans billed per user (“seat”) are due for each Workspace member occupying a paid seat. A seat added during a billing period is billed pro rata; a seat removed stops being billed from the following period.

The Publisher may change its prices. The new price applies from the next renewal, provided the Customer was notified at least 30 days in advance; a Customer who refuses it may cancel before the renewal.

4. Payment

Plans are payable in advance, for each period, by card or by any other means offered, through a secure payment provider. The Publisher does not store any card data. The Customer authorizes the recurring payments corresponding to their Plan. Invoices are made available electronically. No discount is granted for early payment.

Any late payment automatically incurs, without any reminder being required, late payment penalties equal to three times the French statutory interest rate, plus a fixed collection fee of 40 euros (Articles L. 441-10 and D. 441-5 of the French Commercial Code), without prejudice to additional compensation upon proof.

In the event of a failed or late payment, the Publisher may, 8 days after a reminder that has remained without effect, suspend access to paid features, then terminate the Plan. Any amounts still owed then become immediately due.

5. Term, renewal and termination

The Plan is subscribed for the chosen period (monthly or yearly). It renews automatically for the same period, unless the Customer cancels from the Service or by email before the end of the current period. Cancellation takes effect at the end of that period.

Amounts paid are non-refundable, even in the event of early termination, partial use or a reduction in the number of seats during a period, unless otherwise provided in the Terms of Sale.

In the event of a serious breach by either party that is not remedied within 15 days of a formal notice sent by registered letter or by email with acknowledgment of receipt, the other party may terminate the Plan automatically, without prejudice to damages.

The Publisher may stop selling a Plan with 60 days’ notice; it then refunds the Customer the portion of the price corresponding to the paid and unused period, to the exclusion of any other compensation.

6. No right of withdrawal

As Plans are reserved for business customers, the Customer has no right of withdrawal.

7. Service level

The Publisher provides the Service under a best-efforts obligation, in line with the state of the art and its documentation. Unless a service level agreement (SLA) is set out in a signed quote, no availability, recovery time or performance is guaranteed, and the interruptions provided for in Article 6 of the Terms give rise to no refund or compensation.

The Publisher endeavors to schedule foreseeable maintenance outside French business hours. Support is provided by email, on business days, with no guaranteed response time.

The Publisher does not warrant that the Service will be error-free, that it will meet the Customer’s specific needs or requirements, or that renderings, screenshots or exports will match an expected result. It excludes any warranty other than those provided in the Terms of Sale, to the extent permitted by law.

8. Customer data and reversibility

The Customer’s Content remains their property. For the entire duration of the Plan, the Customer can retrieve it using the available export features. At the end of the Plan, the Workspace returns to the conditions of the free Service or, if the Customer closes their account, their Content is deleted under the conditions of Article 14 of the Terms. It is the Customer’s responsibility to export their Content before the end of the Plan; any additional assistance is billed on the basis of a quote.

9. Personal data processed on behalf of the Customer

For personal data that the Customer places in their Workspace (invited members, content), the Customer is the controller and the Publisher the processor within the meaning of Article 28 of Regulation (EU) 2016/679 (GDPR). The Publisher undertakes to:

• process this data only to provide the Service, in accordance with the Customer’s documented instructions, which consist of the Terms, the Terms of Sale and the Customer’s use of the Service;
• ensure the confidentiality of the data and implement appropriate security measures (encrypted communications, access control, backups);
• use only the sub-processors listed in the privacy policy, and inform the Customer of any change, which the Customer may object to by terminating the Plan;
• assist the Customer, as far as possible and at the Customer’s expense beyond normal use, in responding to requests to exercise data subject rights and in meeting its security, breach notification and impact assessment obligations;
• notify the Customer of any personal data breach without undue delay;
• delete the data at the end of the Plan, under the conditions of Article 8;
• make available the information needed to demonstrate compliance with these obligations; audits are carried out on documents, at most once a year, with 30 days’ notice and at the Customer’s expense.

The data is processed only for the duration of the Plan and for the categories of data subjects and data that the Customer chooses to place in the Service.

10. Liability

The Publisher may be held liable only for proven fault, and only for direct, certain and foreseeable damages suffered by the Customer. The exclusions in Article 12 of the Terms apply. In particular, indirect or consequential damages are excluded: loss of revenue, profits, customers, opportunity, reputation, data or Content, and any third-party claim against the Customer.

Cap. For all causes combined, the Publisher’s total liability under the contract is limited to the amount, excluding taxes, actually paid by the Customer for the Plan during the 12 months preceding the event giving rise to liability.

Any claim by the Customer against the Publisher must be brought within one year of the event giving rise to it (Article 2254 of the French Civil Code).

These limitations were taken into account in setting the price and are a decisive element of the balance of the contract. They do not apply in the event of gross negligence or willful misconduct, or of personal injury.

11. Indemnity owed by the Customer

The Customer indemnifies the Publisher under the conditions of Article 13 of the Terms, in particular against any claim relating to the Content of their Workspace, the actions of their members and Agents, and the personal data they place in the Service.

12. Customer reference

Unless the Customer objects in writing, the Publisher may mention the Customer’s name and logo as a customer reference.

13. Miscellaneous

Articles 16 (force majeure), 17 (changes) and 18 (miscellaneous) of the Terms apply to the Terms of Sale; a change to the Terms of Sale applies to an ongoing Plan only from its next renewal. The Publisher may use subcontractors to perform the contract, while remaining responsible to the Customer for their services within the limits of Article 10.

14. Governing law and jurisdiction

The Terms of Sale are governed by French law. The parties seek an amicable solution for 30 days from the written complaint of either of them. Failing that, and to the extent permitted by Article 48 of the French Code of Civil Procedure, any dispute relating to the formation, performance or termination of the contract falls under the exclusive jurisdiction of the courts within the territorial jurisdiction of the Aix-en-Provence Court of Appeal, including for summary proceedings, third-party claims or multiple defendants.