1. PREAMBLE 

These general terms of use (“Terms of Use”) govern the provision of Zelros’ SaaS services to the Client (each a “Party” and together the “Parties”). 

Zelros is a French limited liability company (société par actions simplifiée), registered with the Nanterre Trade and Companies Register under number No. 815123765 and having its registered address at 73 rue du Château, 92100 Boulogne Billancourt, France.

2. DEFINITIONS

Throughout these Terms of Use, words or expressions beginning with a capital letter which have not been defined elsewhere shall have the following meanings: 

3. SERVICES 

The Terms of Use govern the provision by Zelros to the Client of the following services: 

• under the form of Software as a Service (“SaaS Services”): 
  • ‘insurance prevention and protection engine

• implementation, customization and training services relating to the provision of the SaaS Services.

4. ACCESS TO THE SAAS SERVICES 

Access to the SaaS Services on the Zelros platform is granted to the Client after acceptance of the Terms of Use. The Client shall receive Administrator Credentials from Zelros that enable the Client to create and administer User accounts.

5. YOUR AND USER’S OBLIGATIONS 

You shall, and will procure that the Users shall:

(a) personally use Zelros’ Services in the manner and for the purposes expressly specified by these Terms of Use only;

(b) be responsible for maintaining the confidentiality of the Administrator Credentials and User accounts, and for notifying without delay Zelros of any unauthorized use or loss of any credentials giving access to SaaS Services; 

(c) be solely responsible for all activities carried out under the Administrator Credentials and the User account; 

(d) not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Services;

(e) not reverse engineer or access, not copy, reproduce, republish, upload, post, transmit or distribute SaaS Services or any portion thereof, or facilitate or permit a third party to do so;

(f) not alter or attempt to alter SaaS Services, creating derivative works from SaaS Services, decompiling or disassembling SaaS Services; 

(g) not interfere or attempt to interfere with the proper operation of the Services;

(h) not delete or in any manner alter any logos, notices, disclaimers or other legends contained in Zelros’ materials, documents, reports, digital results or any other materials obtained by You through the SaaS Services.

6. INTELLECTUAL PROPERTY AND LICENSE

6.1. Retained rights

Zelros retains full ownership of its copyrights, registered designs, patents, trademarks, logos, design rights (whether registered or unregistered), database rights, trade secrets and software (either in code source or code object). 

6.2. Rights granted to the Client

Zelros grants the Client a personal, worldwide, non-exclusive, non-transferable, non-sub-licensable, revocable, limited license to access and use the Services, as well as print out and make electronic copies of the reports or other information generated under the Services. 

In particular, the Client is aware that the license granted to the Client here above is granted solely for internal-use purposes and does not authorize the use of the Services for the benefit of other entities (e.g. the license does not authorize Client’s group companies to use the Services). 

6.3. Rights granted to Zelros

The Client hereby grants to Zelros a non-exclusive, limited, non-transferable and revocable right, during the Term, to store, host, maintain and reproduce (for backup purposes only), any data, material and information submitted or disclosed by the Client and its Users while using the Services.

7. FINANCIAL CONDITIONS

7.1.SaaS Services

Flat fee for fixed term subscription, as defined in the applicable purchase order, depending on the use case(s) selected by the Client.

7.2. Assistance services 

Services other than SaaS Services including implementation, customization and assistance services will be charged on a time and materials basis, unless otherwise agreed in the applicable purchase order.

7.3. Invoicing and payment 

Invoicing for the fees will be on an annual basis in advance for license subscription, and for the assistance services.

The invoice shall include the price of the Services and any applicable taxes shall be added to the total price in the invoice. Invoices are to be paid by the Client by bank transfer no later than thirty (30) days as from the invoice date. 

Pursuant to Article L. 441-6 of the French Commercial Code, in the case of late payment the €40 fixed fee for recovery costs shall be borne by the Client. When said recovery costs exceed the €40 fixed fee, Zelros may request an additional fee, upon provision of supporting documents.

8. TERM AND TERMINATION

8.1. Term 

Services other than SaaS Services shall be provided until completion. 

The subscription for the SaaS Services will be for an initial terms of 12 months as from the Effective Date.

Thereafter, the subscription shall be automatically renewed for subsequent 12-month terms, unless either Party sends a notice of non-renewal with 60-day prior notice before the end of the then-current term, or a termination notice, to the other Party in accordance with article 8.3.

8.2. Suspension 

For security purposes, where Zelros may have a reasonable belief that the Administrator Credentials or the User account are being misused or used by an unauthorized user, Zelros may suspend the Administrator Credentials or the identified User account at any time for the time necessary to investigate and clarify the issue related to the Administrator Credentials’ or User account’s activity.

8.3. Termination 

In the event of a material breach by a Party of one of its obligations under the Terms of Use, the other Party shall be entitled to terminate the Contract after notification of such breach by registered letter with acknowledgment of receipt, if such breach has not been remedied within thirty (30) calendar days of said notification. 

Notwithstanding the foregoing, Zelros may terminate the Terms of Use immediately by sending an email to the Client, confirmed by a registered letter with acknowledgment of receipt, in case the Client breaches the clauses of the Terms of Use listed below:  

• article 5 “Your and User’s obligations”; 
• article 6.1 “Retained rights”
• article 6.2 “Rights granted to the Client” ;
• article 7.3 “Invoicing and payment”.

Termination notices shall be sent in accordance with article 14.

8.4. Effect of termination

On the date termination becomes effective, Your access to the Services will be disabled as follows:

1. Your rights of access to SaaS Services shall immediately cease, and
2. User accounts shall be deleted within forty (40) days from the date of termination.

9. DATA PROTECTION

9.1. Zelros’ processing of personal data as a data controller 

So as to provide You and Your Users with an access to SaaS Services and to the Services, Zelros processes the personal data of its Clients and, where the Client is not a natural person, of its Clients’ Users.

For further information on the features of the processing of your personal data carried out by Zelros, please refer to Zelros privacy policy

In case the Client is not a natural person, the Client provides to the Users the above information as well as the information provided in Zelros privacy policy.

9.2. Zelros’ processing of personal data as a data processor

As part of the Services, Zelros processes, as a data processor, Client Personal Data and solely for the purposes required for the performance of the Services.

Zelros shall ensure that access to Client Personal Data on behalf of the Client is restricted to (i) members of its own personnel requiring access to said data in order to perform the Services and (ii) the portion of the personal data strictly necessary for the execution of said personnel’s assignments relating to the performance of the Services.

Zelros shall ensure that the members of its personnel authorized to process Client Personal Data have personally undertaken to keep such data confidential, or that they are subject to an appropriate statutory non-disclosure obligation.

Zelros shall implement appropriate technical and organizational measures in order to ensure a level of security appropriate to the risk and protect the personal data from accidental or unlawful alteration, loss, destruction, unauthorized disclosure and/or unauthorized access.

Zelros undertakes to notify the Client, without undue delay, of any security incident leading to a breach of Client Personal Data, as soon as it becomes aware thereof. Such notification shall state the nature of the breach, the estimated number of data subjects affected by the breach, the categories and approximate number of Client Personal Data concerned, the likely consequences of the breach and the measures taken, or proposed to be taken by Zelros, to mitigate its possible adverse effects and the details of the contact person able to provide information with regard to the breach). Similarly, Zelros undertakes to notify the Client of any claim of a data subject relating to the processing of his/her personal data for the purposes of performing the Services and any injunction or order issued by a regulatory, administrative and/or judicial authority relating to the processing of Client Personal Data for the purposes of performing the Services.

Zelros agrees to assist the Client in ensuring with the latter’s obligations in terms of personal data security, notification of a personal data breach, communication of such breach to the data subjects affected, implementation of a data protection impact assessment and, where applicable, of prior consultation of the competent supervisory authority. In addition, Zelros undertakes to make available to the Client the information necessary to demonstrate compliance with the latter’s obligations laid down in this article 9.2 and cooperate in the implementation of an audit by the Client, or by an auditor appointed by the Client, within the limit of one (1) audit per year and subject to notification by the Client with a fifteen (15) days’ prior notice, except in the case of an audit requested by a supervisory authority. 

Zelros further undertakes to make its best efforts to assist the Client in ensuring compliance with its obligations to respond to requests for access, rectification, deletion, limitation of processing or opposition to processing received by the Client in connection with the performance of the Services.

The Client hereby authorizes Zelros to use the services, solely as required for the performance of the Services, of processors included in the following lists : Microsoft. The Client hereby authorizes Zelros to use the services of new sub-processors, subject to prior notification of the Client by Zelros with fifteen (15) day notice prior to the change of processor. If the Client objects to the change of processor notified, the Client may, throughout the period of notice, terminate the Terms of Use, in accordance with article 14. The termination shall be effective at the end of a 24-hour period following the termination notice. If the Client does not terminate within the notice period, this formalizes the consent of the Client to the notified change of processor. 

In any event, where Zelros uses the services of a sub-processor, the latter shall be, by way of contract, bound to comply with the same obligations to which Zelros is bound in terms of personal data processing under this article 9.2. 

Upon termination of these Terms of Use and at the choice of the Client, Zelros shall delete all the personal data processed on behalf of the Client and in Zelros’ possession or shall return such data to the Client and destroy all existing copies.

10. LIABILITY

ZELROS’ ENTIRE LIABILITY, FOR ALL EVENTS TRIGGERING ANY LIABILITY WITH RESPECT TO THE TERMS OF USE, SHALL NOT EXCEED IN AGGREGATE THE AMOUNT OF THE FEES PAID BY THE CLIENT IN THE LAST TWELVE (12) MONTHS.

IT IS EXPRESSLY AGREED BETWEEN THE PARTIES THAT ZELROS SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. IN ANY EVENT, ZELROS SHALL NOT BE LIABLE FOR THE COMMERCIAL DAMAGES, LOSS OF ORDERS, LOSS OF CLIENTS, LOST OPPORTUNITIES, BUSINESS DISRUPTION OF ANY KIND, LOST PROFITS, DAMAGE TO THE CLIENT’S BRAND IMAGE AND, IN PARTICULAR, ANY LEGAL ACTION TAKEN AGAINST THE CLIENT BY A THIRD PARTY.

11. FORCE MAJEURE 

ZELROS SHALL NOT BE RESPONSIBLE FOR ANY DELAY OR FAILURE OF PERFORMANCE RESULTING FROM ANY UNFORESEEABLE CIRCUMSTANCES OR FORCE MAJEURE EVENT, OR ANY EVENT CAUSED BY A THIRD PARTY OR ANY OTHER EXTERNAL OR INDEPENDENT CAUSE TO ZELROS, DIRECTLY OR INDIRECTLY PREVENTING IT FROM FULFILLING ITS OBLIGATIONS.

IN CASE OF A FORCE MAJEURE EVENT, THE PARTY SO AFFECTED SHALL GIVE PROMPT WRITTEN NOTICE, IN ACCORDANCE WITH ARTICLE 14, TO THE OTHER PARTY ON THE NATURE, DATE OF COMMENCEMENT OF THE FORCE MAJEURE EVENT AND THE EXTENT TO WHICH THE AFFECTED PARTY WILL BE UNABLE TO FULLY PERFORM ITS OBLIGATIONS UNDER THE TERMS OF USE.

IN CASE THE FORCE MAJEURE EVENT OR OTHER AFOREMENTIONED SIMILAR EVENT TERMINATES, THE PERFORMANCE OF THE TERMS OF USE WILL RESUME AS FROM THE END OF THE FORCE MAJEURE EVENT. 

HOWEVER, IF THE FORCE MAJEURE EVENT LASTS FOR MORE THAN 15 CALENDAR DAYS, EACH PARTY MAY TERMINATE THE TERMS OF USE, IN ACCORDANCE WITH ARTICLE 14. 

12. ZELROS REPRESENTATIONS AND WARRANTIES

ZELROS SHALL USE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE PERFORMED IN ACCORDANCE WITH THE TERMS OF USE.

HOWEVER, GIVEN THE OPERATION AND AVAILABILITY OF THE PUBLIC NETWORK USED BY THE CLIENT TO TRANSMIT INFORMATION OR FOR ACCESSING AND INTERACTING WITH THE SAAS SERVICES (SUCH AS THE PUBLIC TELEPHONE, COMPUTER NETWORKS AND THE INTERNET, WHETHER OR NOT SUPPLIED BY YOU), ZELROS IS NOT IN ANY WAY RESPONSIBLE FOR ANY SUCH INTERFERENCE WITH OR PREVENTION OF YOUR ACCESS AND/OR USE OF SERVICES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

ZELROS DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. THE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ZELROS AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

13. NOTICES

All notices under these Terms of Use shall be sent via email and shall be deemed to have been given to the recipient upon the expiration of twenty-four (24) hour period after the email has been sent. All notices shall be sent to Zelros at : adm@zelros.com

Termination notices shall be sent by registered letter with acknowledgement or receipt to 73 rue du Château, 92100 Boulogne Billancourt, France.

14. GENERAL PROVISIONS

14.1. Entire agreement 

The Terms of Use represent the entire agreement between the Parties and shall prevail over any other prior agreement, commitment, representation or contract entered into between the Parties and having the same purpose, whether written or oral. 

14.2. Amendments

Zelros reserves the right, at any time, to change these Terms of Use and shall notify to the Client such change with a fifteen (15) day notice prior to the entry in force of such change. 

If the Client objects to the notified change, the Client may, throughout the period of notice, terminate the Terms of Use, in accordance with article 14. The termination shall be effective at the end of a 24-hour period following the termination notice. If the Client does not terminate within the notice period, this formalizes the consent of the Client to the notified change of the Terms of Use. 

14.3.Assignment and sub-contracting – no third-party beneficiary

Your rights, duties and obligations hereunder are personal to You and You may not delegate Your duties, or assign or subcontract Your rights. No third party shall be deemed a third-party beneficiary of these Terms of Use.

14.4. Severability and waiver

If any provision of the Terms of Use is declared invalid, unlawful or unenforceable by a court of competent jurisdiction or other competent authority, such invalidity or unenforceability shall not entail the invalidity of the rest of the Terms of Use. All other clauses and/or provisions of the Terms of Use shall remain in force.

The Parties shall use their reasonable efforts to replace the invalid provision another that achieves the same or substantially the same economic result of the invalid provision. In the event of an invalidity prevents the performance of the Terms of Use, the Parties shall promptly commence good faith negotiations to remedy such invalidity. 

14.5. Applicable law

The Terms of Use is written in English only and will be governed by and construed in accordance with the laws of France, without regard to its conflict of laws or principals. You agree, as we do, that any dispute relating to the Services shall be subject to the exclusive jurisdiction of the competent courts of Paris, France.