Customer Agreement – Terms of Service

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General conditions of sales

General conditions of sales dedicated to the TANu Service and effective from 1st February, 2019, available at  http://www.tanu.io/page/customer-agreement

 

These general conditions of sales are concluded between the account holder (the « Customer ») who initiates the creation of a corporate Workspace –TANu Workspace (Espace Entreprise TANu), individuals (« Users ») invited to use the TANu Workspace  created for the Customer and, TANu Digital SARL, a Public Limited Company with limited responsability (under French Law), registered at  Pau’s Trade and Companies Register in France under number 831 846 985 having its head office at 12 rue du cerisier in 64400 Estos, France, (« TANu Digital») that develops, operates, maintains  and hosts TANu Services accessible through the URL address www.tanu.io

TANu Digital reserves the right to amend the Terms of this Agreement at any time by updating this page on the Website and/or sending a notice by email when possible concerning any change, addition or updating at least 30 days before it is effective.

By clicking on the « CREATE AN ACCOUNT » box, you are fully agreeing to comply and be bound by the following Terms and Conditions of Use of this Agreement together with our Privacy Policy.

IF YOU ARE ENTERING THE HEREBY AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE STATUS AND THE AUTHORITY TO BIND SUCH ENTITY TO THE FOLLOWING TERMS AND CONDITIONS, IN WHICH CASE, THE TERMS « LICENSEE », « CUSTOMER », « USER », « YOU », OR « YOUR » SHALL REFER TO SUCH ENTITY.

PLEASE READ THESE TERMS OF USE CAREFULLY. IF YOU ORDER OR IF YOU CONTINUE TO BROWSE OR USE THE WEBSITE, YOU ARE AGREEING TO COMPLY WITH AND BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF USE.

IF YOU DISAGREE WITH ANY PARTS OF THE TERMS AND CONDITIONS PRESENT IN THIS DOCUMENT OR THAT YOU DO NOT ABIDE BY THE TERMS AND CONDITIONS CONTAINED HEREIN, YOU MUST NOT ACCESS OR BROWSE THIS WEBSITE OR ANY OTHER SERVICES. IF YOU ACCESS OR BROWSE THE WEBSITE, YOU CONFIRM YOUR UNDERSTANDING AND FULL ACCEPTANCE OF THE TERMS AND CONDITIONS OF USE CONTAINED HEREIN AND THAT YOU WILL COMPLY WITH THESE TERMS EVERY TIME YOU ACCESS OR WILL ACCESS THE WEBSITE OR USE THE SERVICES.

TANu Enterprise services are exclusively reserved for professional use to persons duly mandated by their company or organization and are not authorized for minors under 18 years.

 

Article 1 - Definitions

« Customer » refers to the natural or legal entity who registers and activates the Services provided by TANu Digital and  assumes payment responsability for these Services.

« User » refers to the individual (i.e. the Customer’s employee or a Third Party) who is granted access to the Website.

« Licensee » refers to the Customer and the User.

« Workspace » refers to an access to the Services, subscribed to and managed by the Customer as specified on the Website.

« Services » refers to TANu Internet Services, the Customer’s Workspace, associated online software, and other services related thereto provided to the Customer by TANu Digital in accordance with this Agreement with the characteristics and features as described on the Website, subject to change from time to time.

« Trial Services » refers to an access to a Workspace, provided free of charge, marked as « trial », « demo », « free », or «  evaluation » (or any other similar name) governed by specific conditions of use as defined on the Website.

« Credit » refers to an access by the User to a TANu test governed by specific conditions of use as defined on the Website.

« Content » refers to all data, information or document which are uploaded to the host server, transfered through, processed with or entered into the Services by Customers or Users.

« Website » refers to TANu’s Website at www.tanu.io

« Agreement » refers to the General Terms and Conditions of Use defined in the present document and available on the Website that all Licensees agree to by completing the Customer or User registration form accordingly.

« Privacy Policy » refers to TANu privacy policy which defines the security policy and accessibility policy to the Services available on the Website that all Licensees agree to by accepting the Agreement.

« Security Policy » refers to TANu’s security policy which defines suitable procedures for information collection and dissemination practices for the Service, available on the Website that all Licensees agree to by accepting the Agreement.

« Third Party » refers to external individuals or legal entities who are not Licensees and who do not have access to the Services.

« Data » refers to the Customer’s digital data whether personal or not which is collected, handled, processed with, and/or disclosed to the Customer and the Provider and may be used by third parties within the framework of access and usage rights.

« Copyright / Intellectual Property Right » refers to any patent, patent filing, copyright, moral right, business name, trademark, service mark, business secret as well as any other demand or right to file or obtain one of the aforementioned  rights, names of internet domains, logos, creations, slogans, and intangible items of similar nature, computer softwares or applications, material or intangible property information, know-how, proprietary processes, algorithm formulas, or any other intellectual property rights which have or have not been filed and which have or have not been created before or after the effective date of this Agreement.

 

Article 2 - Support and Service

2.1 We implement all reasonable commercial efforts to ensure a good service and a good availibility according to general accepted standards. For this purpose, we provide an online monitoring service to check in real time the good performance of the TANu test by Your Users.

2.2 Assistance and Support Levels

TANu provides second-level support to the Customer’s Administrator by responding to requests for information and assistance in connection with the usage of the Service, on the understanding that the Administrator alone is able to contact/access Support resolving anomalies related to the Service which couldn’t be resolved by the Customer’s Administrator despite his best efforts at first-support level.

This support is provided by TANu Digital on weekdays (excluding French Bank Holidays) during TANu Digital’s regular office hours (from 9 am to 5 pm-Central European Time) and to the reasonable extent decided upon in detail by TANu Digital.

It is your responsibility to appoint an administrator (« Administrator ») from your entity responsible for receiving information and assistance requests from your Users and attempting to respond to them. The conditions of accessibility to the Support as well as TANu Digital’s commitments related to the different levels of support are detailed in the Support Levels Assistance Program (SLA).

TANu Digital also provides Users support by email and chat regarding their requests.

2.3 Requests and/or error notices must be submitted to TANu Digital by email or by telephone in accordance with contact information available on the Website.

 

Article 3 - Service and Licensing

3.1 Subject to the General Conditions of the present Agreement, TANu Digital hereby grants the Licensees a worldwide, non-transferable, non-exclusive and non-sublicensable right to access and use the Services.

3.2 TANu Digital reserves the right to proceed to changes to the design, operational method, technical specifications, systems and any other functions of the service at any time and without prior notice.

3.3 TANu Digital undertakes to make its best efforts and all necessary means in order to ensure the accessibility of the Services via Internet, twenty-four hours a day, seven days a week. TANu Digital will still be entitled to take measures affecting the aforementioned accessibility due to technical reasons, maintenance, operation of the Services or security. The Customer is also aware and acknowledges that Internet access cannot be guaranteed and that TANu Digital in no event shall be held liable for any deficiencies in the Customer's own Internet connections or equipment.

3.4 The Customer is entitled to provide Users with access to the Customer's Workspace and Services. The Customer acknowledges and agrees to be responsible for the Users’ accounts for whom he authorised access to the Services.

3.5 TANu Digital is entitled to retain subcontractors to perform obligations in accordance with this Agreement.

 

Article 4 - Customer and User Obligations

4.1 The Licensee has to comply with the Security Policy available on the Website.

4.2 The Customer ensures that all details provided regarding contact information, billing information and credit card information are his (the Customer's) and are valid and, where applicable, undertakes to update such information regularly.

4.3 The Licensee is solely responsible for the activities conducted within his use of the Services. As such, is responsible for ensuring compliance with national laws in conjunction therewith. All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by the Licensee is the sole responsibility of the Licensee. TANu Digital qualifies as a host within the meaning of Article 6 of the Law on Confidence in the Digital Economy of 21st June 2004 regarding the Content hosted on its servers, or those of its subcontractors.

4.4 The Customer is solely responsible for monitoring its Workspace. As such, is committed to ensure and not hold TANu Digital liable for any Content transferred to or handled within the Services that infringes any Third Party rights or in any other manner violates current legislation. The Licensee warrants to TANu Digital that he holds in order such necessary licenses from Third Parties as may be required in order to process the Content and use the Services.

The Customer is entitled to assign the administration responsibility to monitor a Workspace to a designated User. The designated User will then have the same monitoring obligation as the Customer.

4.5 The Licensee undertakes to use the Services in such a manner that such use does not prevent or disrupt other computer communications or mobile telephone communications or prevent or disrupt the equipment employed in order to provide and use the Services. 

4.6 The Licensee is aware and acknowledges that he is not authorised to use the Services in the aim to obtain material in violation of the law or generally accepted practices.

4.7 The Licensee undertakes not to use the Services in the aim to obtain material which per se, or if sent to another party, might injure the reputation of a Third Party, or in any manner which may result in the infringement of any Third Party's copyright, or which constitutes a dissemination of business secret, or may incite a Third Party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services in any other manner inconsistent with this Agreement.

4.8 The Customer undertakes not to provide access to the Services to anyone other than Users who have completed the registration form and thereby agreed to the Agreement.

4.9 The Customer undertakes not to provide access to the Services to anyone other than Users who are 15 years of age or over at the time of acceptance of the Terms by the Customer.

4.10 The Licensee agrees not to take part directly or indirectly in a network designed to implement practices comparable to "pyramid selling" or multilevel marketing (MLM) network-based sales.

4.11 The Licensee untertakes to notify TANu Digital regarding any suspected breach of these provisions.

 

Article 5 - Creation of Customer Workspace, purchase of credits, billing and terms of payment

5.0 Eligibility

 

In order to use the service, you must:

1. be at least 15 years old and be able to contract;
2. complete the registration form;
3. accept the TOS and the Charter of protection of your personal data;
4. indicate real, complete, and up-to-date contact and billing information.
5. not be based in Cuba, Iran, North Korea, Syria or any other country subject to an American embargo, or designated by the US government as a "terrorism-supporting" country.

By using the service, you warrant that you meet all the conditions listed above, and that you will not use the service in a manner that violates any laws or regulations. Note that by representing and guaranteeing, you make a legally enforceable promise.

 

5.1 Creation of Customer Workspace

 

The Customer can initiate the creation of a free Corporate Workspace by providing TANu Digital with the following information :

• Name of the company
• First name, last name and email of the account user
• VAT number
• Postal address
• Recipient Billing Department
• Billing address
• Telephone number of the billing department

This free access enables the creation of TANu tests granted upon acquisition of credits, in the 5 main categories as follows : IT, Internet, Social Network, Digital Economy and Technology.

 

5.2 Activation of complementary categories

Provided you pay a purchase of Credits for a minimum amount of 100 € HT, the Customer may access to additional categories.

This access allows the creation of TANu tests containing (i) the 5 main categories (IT, Internet, Social Networks, Technology and Digital Economy) and (ii) one or more additional public categories made available to all companies (ex. e-banking, E-tourism) (iii) one or more proprietary categories that can not be used by companies other than the Customer (unless expressly authorized by the latter). Each proprietary category subject to specific billing previously defined in a particular contract between the Customer and TANU Digital.

5.3 Services and Fees

The Customer pays conpensation for the Services, the purchase of credits enabling him to invite Users to take a test. This payment obligation solely applies to Customers and not to Users. For billing purposes, all currency references are in Euros. Other currencies may be displayed on the Website for information purposes only. All payments for Services are billed in advance and are non-refundable.

The public prices of TANu credits are as follows :

Pack 1 : up 10 to 100 credits => 10€ HT per credit

Pack 2 : up 101 to 250 credits => 9 € HT per credit

Pack 3 : up 251 to 500 credits => 8 € HT per credit

Pack 4 : up 501 to 999 credits => 7 € HT per credit

Pack 5 : 1000 credits and + => 6 € HT per credit

The Customer may automatically be granted a special offer when purchasing from his Workspace or directly from TANu Digital after having placed an order..

Creation of an ownership category

The billing of an ownership category will be subject to a specific Agreement that is not connected to the present Agreement between the Customer and TANu Digital and that will take into account the creation conditions contained in the 90 questions of the category.

The price of Credits and other Services do not include the cost of telecommunications and internet access enabling the use of the Service being at your own cost.

Offre Education

Les établissements d'enseignement supérieur peuvent bénéificier pour un usage à destination de leurs étudiants d'une offre spéciale, l'offre Education dont les conditions sont les suivantes :

- Tarifs : since 6 €HT per crédit pour une commande minimale de 25 crédits, si la commande est inférieure à 25 crédits alors ce sont les tarifs publics en vigueur à la date de la commande qui s'appliquent.

- Commande en ligne et paiement par chèque ou virement.

5.4 Purchase of Credits and Terms of Payment

All subscription service fees due for the purchase of Credits are inclusive of all taxes, levies and duties. The Customer undertakes to make payment of invoices in Euros, including the payment of any applicable Value-Added Sales Taxes.

The Customer can order Credits from his User’s Workspace. The latter will be credited as soon as the General Conditions of Sale are agreed upon. The payment can be done on-line with our Crédit Agricole secured payment service provider E-transaction, by cheque payable to TANu Digital or by bank tranfer in accordance with the conditions indicated in the invoice.

Le Client peut demander à TANU Digital ​​​​​ de lui créditer des crédits après signature d'un bon de commande. Ceux-ci lui seront crédités dés The Customer can ask TANu Digital to grant him credits after having signed an order form. The latter will be credited as soon as the order is validated, signed and stamped. The payment can be done on-line with our Crédit Agricole secured payment service provider E-transaction, by cheque payable to TANu Digital or by bank tranfer according to the conditions indicated in the invoice.

5.5 Purchase of Services and Assistance

The cost of Services or any other assistance linked to the Service (training, creation of ownership category…) is specified, if need be, in the Order or in the specific conditions. It does not cover the costs, expenses and disbursements made by TANu Digital in the framework of the Services provided. You agree to refund TANu Digital for these expenses seperately including : (i) transport fees including flight tickets and car rental as well as commuting higher than four hours a week, (ii) accomodation expenses including hotels, (iii) meals including breakfast, lunch and dinner, (iv) translation and/or interpretation services, (v) any cost related to equipments. Unless otherwise stated in the Order, the Assistance Services are invoiced on the date of signature of the Order. They cannot be terminated and are non-refundable. The invoices are issued in Euros excluding tax (ET).

They are due strictly net without deductions on reception (except if mentioned differently in the invoice), by bank tranfer from the bank account which information are mentioned in the invoice.

5.6 Late payment will result in automatic application of a default interest rate equal to three times the legal interest rate in effect on the date the payment is due, calculated on the amount of the invoice due on the day following the due date thereof until the date of payment. There will automatically be added to this amount a lump sum of 40 Euros for collection costs. Any delay in payment exceeding a period of thirty (30) days will result in the right, without prior notice, to suspend the Licensee access to the Workspace and Services. Any delay in payment exceeding a period of forty-five (45) days will result in automatic termination without prior notice of this Agreement. Customer's and User's access to Workspace and Services, as well as contents will be permanently deleted, without TANu Digital being held liable in any capacity whatsoever, as a result of this deletion.

5.7 In the event of early termination of the Agreement by the Customer, the Customer shall not be entitled to a refund of any prepaid fees.

 

Article 6 - Duration, Withdrawal, Termination and Deletion of Accounts

Termination, and/or deletion of an account initiated by TANu Digital.

TANu Digital may terminate your Account and your Services at his sole discretion :

(a) at any time and for any legitimate purpose in the case of a free test account upon reasonable notice, or

(b) after a notice that TANu Digital will have addressed You due to any other act in breach of these Terms and Conditions of Use, in particular, and without the list being limitative in the event of default of payment, even partial, of the amounts owed to TANu Digital, in the event of an incident of payment, in case of attempted breach in the security of the Website, or in case of fraud or attempted fraud concerning the use of the Website.

Consequences of Termination

In the event your member account is terminated for any reason, all the amounts due will become immediately payable. No refund will be provided and You will be liable in this case for collection costs.

It is further recalled that You will not have access to your member account or stored data subject to the Terms of our Privacy Policy and Legal Provisions from the date of effective termination.

 

Article 7 - Ownership

7.1 Access to the Services is licensed for usage, no transfer of ownership can occur. TANu Digital owns and retains all title and intellectual property rights associated with the technical solutions made available for Licensees. Such intellectual property rights and technical solutions may only be used by the Customer within the current terms and conditions of this Agreement. Under no circumstances shall the Customer or a Third Party acquire, on acceptance of this Agreement, the Intellectual Property Rights on the Services, software or technical solutions, trademark or names that shall remain the exclusive property of TANu Digital.

7.2 All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by the Licensee remains the sole property of the Licensee or its respective legal owner. TANu Digital has no liability for such Content.

 

Article 8 - Personal Logins

When creating Your member account, You agree to notify us with valid information needed to process your Order as requested online such as your first name, last name (or company name) address, telephone, and email. This data will be processed according to the Terms of our Privacy Policy. You are liable for untrue or inaccurate information that You provide us.

You warrant to ensure the confidentiality of any personal identifiers (login and/or password) which we assign or that you create yourself. Each account is personal and can only be used by You or some other duly authorised person (employee or legal representative) if you are an individual. You untertake to ensure the security and the confidentiality of the personal logins linked to the master account as well as to the linked sub-accounts and to notify TANu Digital of any unauthorised use of Your master account or of one of the linked sub-accounts or of any loss or theft of Your identifiers.

 

Article 9 - Intellectual Property Right – Legal Access right and Use of the Services

Under no circumstances are You authorised to download or modify part or all of the Website including its content. The Website or any part of this Website must on no account be reproduced, copied, sold, used or operated for commercial reasons without our prior consent.

As a general rule, all the elements protected by copyright and more largely by intellectual property right that appears on the Website (trademarks, logos, other distinctive signs, etc.) shall remain our full property or that of the content suppliers.

Reproduction or use of part or all of these elements is only authorised for the exclusive purpose of information for strictly personal and private use and all reproduction and copying for any other purpose is expressly prohibited. Any other use constitutes infringement and shall be sanctioned by way of intellectual property in the absence of prior written consent from us.

TANu Digital grants you a non-exclusive, nominative, personal and temporary right to access and use TANu Services provided payment has been made in full for credits. This Licensing cannot be considered to be a transfer in the meaning of the intellectual property code or right to use any intellectual property right of TANu Services or any one of its components for your benefit.

As such, TANu Digital expressly reserves the right to intervene in order to adapt, arrange, and/or amend any one of the components of TANu Services including to correct errors.

 

Article 10 - Data – Customer content

10.1 Data

The Parties agree that the data processed, hosted, saved or stored by TANu Digital for the Customer or on his behalf are and remain the Customer’s property.

TANu Digital is nevertheless authorised to use data to assess the quality and good practices of the Customer, to enable operation of the TANu Service, to ensure internal monitoring and improvement of the TANu Service, to analyse usage made by the Customer in terms of volume and history, to analyse and communicate to his various Customers comprehensive usage statistics of the TANu Service provided that the information disclosed (i) is aggregated to other TANu Customer data and (ii) that it should be rendered anonymous so as to make it impossible to identify Customers or Users, whether directly or indirectly.

You agree, regarding data collection and/or processing and, reporting concerning personal information, to comply with the legal legislation and regulation which apply to data processing laws enforceable in the country in which they are collected including France, to comply with the provisions of the Act 2004-801 dated 6 August 2004 on the protection of physical persons in connection with the processing of data of a personal nature amending the prior legislation relative to information technology and civil liberties-law N° 78-17 of January 6 1978.

As such, it is Your responsability to achieve all formalities and reporting obligations.

In addition, You are informed that data, including personal data that You communicate to us while using TANu Services may, according to the location of the User, cross borders reaching servers hosting TANu Services storing data. You hereby undertake to inform the owners concerned by these personal data and to obtain their prior consent.

10.2 Content

You aknowledge and warrant that in no means, part or all of the Content : (a) infringes upon, misappropriates or violates any property rights in particular intellectual property rights of any Third Party, or is defamatory or harmful to minors, and is not contrary to public morality or law, (b) shall not contain viruses or computer programs with the intention of causing severe damage, fraudulently intercept or expropriate any system, data or personal information, (c) is untrue, misleading or inaccurate or (d) does not comply with our emailing policy.

More widely, You agree not to make use of the Website or TANu Services in a way which may lead to civil or criminal liability and warrant TANu Digital from being prosecuted as such.

You aknowledge that TANu Digital has the right but not the obligation to control the TANu Service and related data. In order to comply with legal obligations in this field, TANu Digital may adopt measures (including content deletion or denial of some data transfer) if We reasonably consider that these measures are necessary to prevent any illegal activity related to the TANu service.

You expressly understand that TANu cannot be liable for any loss or destruction of content, data included, and that you undertake to ensure the backup of the latter.

 

Article 11 - Compliance with Law

You (i) agree to comply with current legislation, including French law or law from another country from which You access the Website and/or use the email service as well as any country to which You are sending emails. You (ii) warrant and you undertake to indemnify Us against any action, sentence or prejudice under the law should it occur following Your non-compliance of the legislation.

In addition, you agree to refund any action, or procedure we may need to satisfy under judicial or administrative request.

In the event You would be aware of a violation by a third party of one of the provisions of these General Terms of Use or any law or regulation, in particular if You were aware of a breach in the security by third party or if you identify yourself a security breach, You will inform us by all means, in particular by sending an email to the address abuse@tanu.io

 

Article 12 - Security Policy

12.1 TANu Digital has adopted reasonable measures to ensure that the security of the Services meet relevant industry standards.

12.2 TANu Digital is not responsible for loss or distortion of Content forwarded electronically in or through the Services.

12.3 The Licensee ensures that identities, passwords, and equivalent obtained by the Licensee in conjunction with registration are stored and used in a secure manner and cannot be accessed and thereby used by Third Parties. The Licensee shall be liable for any unauthorised use of the Services. TANu Digital has no liability for any loss or damage arising from the Licensee's failure to comply with these requirements.

12.4 Where it is suspected that any unauthorised person has become aware of a User login and password, the Licensee shall immediately inform TANu Digital thereof.

 

Article 13 - Warranty

TANu Digital warrants to the Licensee that the Services will perform substantially and materially in accordance with its documentation available on the Website, under normal use and circumstances, and for the purpose intended.

TANu Digital implements all reasonable commercial efforts to deliver a functional service and substantially conform to applicable specifications but does not warrant that this document is error or bug-free. In case of non-compliance, You shall inform TANu Digital without delay and TANu Digital undertakes to the best of its ability within reasonable commercial efforts to correct non-compliance, this being Your exclusive recourse.

In addition, TANu Digital warrants that Customer Support will be provided when appropriate, in accordance with details mentioned in the specific terms or with the signed Order and, the provider shall only be held by an obligation of means according to the rules.

You agree, represent and warrant, for the benefit of TANu Digital (i) that You qualify and have authority to subscribe and use the Services on one hand and are consenting to these Terms on the other hand and if you accept this Agreement on behalf of a company or any other entity to bind this other entity to these Terms, (ii) that You have the right and authority to perform Your obligations under these Conditions, and, (iii) that all data, information and content that You provide to TANu Digital through Your access to the Website and use of the Services is accurate and up-to-date.

In addition, You aknowledge that TANu Digital does not monitor the transfer of data via internet and is thus not liable for any delays or delivery problems arising from internet.

 

Article 14 - Limitation of Liability

14.1 TANu Digital undertakes to the best of its ability to honour the Services inherent to the Agreement and in accordance with the Terms of this Agreement, the applicable regulations, rules and accepted general practices.

14.2 Our Website may include links to other Websites or other Internet sources. TANu Digital has no control over these sites and external sources and, accordingly, cannot be held responsible for making available these sites and external sources, or for the content, advertisements, products, service or other material available on or from these sites or external sources. Moreover, TANu Digital cannot be held responsible for the conduct of Users or for any actual or alleged damage or loss resulting from or related to access, use or the fact of having trusted content, goods or services available on these sites and external sources. TANu Digital will be suspended from the performance of the Services in case of force majeure event. Moreover, TANu Digital shall suspend access to the Services for maintenance reasons. In such case, TANu Digital shall do its best to inform you beforehand and to minimize the duration of such interruption of service.

14.3 TANu Digital assumes no liability whatsoever to the Customer for any indirect damages and/or consequential damages such as and without limitation, any loss of opportunity, contract, sales, margins, production, customers, data, interruption of economic activity, any increase in operating costs or damage to the image of the Customer.

14.4 TANu Digital shall in no event be liable for damage resulting from acts of third parties, such as specifically equipment supplier or third party service provider (other than TANu Digital's own subcontractors).  

14.5 In any event, should the liability of TANu Digital be engaged hereunder for any reason whatsoever and on any grounds whatsoever, the damages and interest that TANu Digital would incur, all types of damages, will be limited to an amount equal to the amount paid by the Customer to use the Services during the twelve (12) months immediately preceding the alleged violation of the Agreement.

14.6 The Customer acknowledges that this limitation of liability is unbiased and was negotiated in good faith between the Parties taking into account conpensation otherwise granted by TANu Digital in this Agreement and particularly all commitments which TANu Digital has with regard to the Customer.

14.7 The Customer and its insurers waive any application for appeal or request for any recourse against TANu Digital and its own insurers beyond the limits detailed above.

14.8 The limitation of liability applies to the fullest extent permitted by applicable rules of public order.

 

Article 15 - Force Majeure

15.1 Any event beyond the control of the parties which meet the criteria laid down by French case-law should be considered force majeure when these events occur after the Agreement has been concluded hindering partially or totally the execution of the Agreement.

15.2 Neither Party shall be liable for non-performance or poor performance of one or more of its contractual obligations due to a force majeure event.

15.3 The Party affected by a force majeure event shall send a notification to the other Party by registered mail with acknowledgment of receipt on manifestation of the force majeure event. Unless otherwise decided by the Parties, the obligations of each Party shall be suspended as of the notification.

15.4 Should the force majeure continue for more than a month after such notice, each Party shall be free to terminate the Agreement by sending to the other Party a registered letter with acknowledgment of receipt.

 

Article 16 - Privacy Policy

16.1 Each Party also undertakes to respect the confidentiality and not reproduce or disclose for any other purpose than performing the Agreement any information and documents provided by one party (the « Disclosing Party ») to the other (the « Receiving Party ») while performing the Agreement or prior to the signature and, (i) either because their technical, commercial or financial content shall remain confidential because it contains elements publicly undisclosed and/or strictly personal to the concerned Party, (ii) or because they have been identified in writing when they were disclosed as being confidential or exclusive (the « Confidential Information » together). Confidential Information include, but not exclusively, the provisions of this Agreement (but not the mere existence of this Agreement), trade secrets, know-how, inventions whether patentable or not, techniques, processes, programs, ideas, algorithms, schemes, tests procedures, software conception and architechture, codes, internal documentation, error reporting, information analyses about performance, electronic documents and other tecnical information, trade, marketing and financial as well as any project or data. The Receiving Party has to apply the same levels of protection as it uses to protect its own Confidential Information in order to keep confidential the Confidential Information provided by the Disclosing Party and in no case take diligent action that is less protective provided that, however, the Contractor may disclose the Customer’s Confidential Information to his third party suppliers solely within the necessary supply of products or services under the Agreement and provided that the Contractor has concluded a Confidential Agreement with his third party suppliers protecting Confidential Information in a protective way at least as protective as defined in this Agreement.

Both Parties agree that a failure to fulfil its obligations concerning Confidential Information can cause irreparable harm to the other Party for which there is no proper legal recourse and that the Disclosing Party may request a precautionary measure in addition to any remedies otherwise available. The Customer undertakes not to disclose to any Third Party performance test results carried out on the Service without prior written consent of the Contactor.

Confidential Information do not include information which (i) are or put into the public domain without act or omission of the Receiving Party, (ii) was in legal possession of the Receiving Party before disclosure and were not obtained by the latter whether directly or indirectly from the Disclosing Party, (iii) are legally disclosed to the Receiving Party by a third Party without any other restriction as to the disclosure to the Receiving Party despite its not knowing that the information were Confidential Information from the Disclosing Party, (iv) are independently developed by the Receiving Party without any breach to this Agreement, (v) are disclosed by the Receiving Party if need be by a court decision, an injunction or other demand from relevant authorities (provided that the Receiving Party first informs the Disclosing Party thus offering the opportunity to object to the court decision, injunction or demand from the authorities).

 

16.2 The Parties however accept not to consider as confidential some business references such as its name, trademarks, logos, domain names or any other distintive signs provided these do not undergo any hindering modification. Thus, each of the Parties is authorised to mention the name of the other Party as well as an objective description of the nature of the Services which are the object of the Agreement, in the reference lists and propositions made to its prospects and Customers, interviews with third parties, communication with its staff, internal management planning documents, annual report to shareholders as well as in case of provisions of the law, legislation or of a demanding accountant.

 

Article 17 - Personal Data

All information concerning the processing of personal data on the TANu.io website is available on the website at:

YOUR PERSONAL DATA PROTECTION POLICY

By accepting the terms and conditions of use, you declare that you have read and consent to this agreement without reservation.

17.1 – TANU DIGITAL commitments

17.1.1 - Presentation of personal data processing

In connection with the Services and Benefits subject to these Terms and Conditions of Sale, TANU DIGITAL may access personal data , as a subcontractor,  in line with Law No. 78-17 of January 6, 1978 relating to data, files and freedom and with the European regulation 2016/679 of April 27, 2016 relating to personal data. TANU DIGITAL may thus be required to process such data or access the CUSTOMER’s account, and is responsible for processing solely for the purpose of carrying out the Services and Benefits for the duration of the General Terms and Conditions of Sale.

In this framework:

• the personal data that can be processed is data processed by TANU DIGITAL, (in particular, identity, contact details, email address, ...), and more generally all the necessary personal data for the implementation of Services and Benefits subject to these Terms and Conditions of Sale;
• the categories of people concerned are: CUSTOMERs, candidates, employees or CUSTOMER students and others who are involved with TANU DIGITAL service (such as customers, potential CUSTOMERs, users...);
• the nature of the operations carried out on personal data is: storage and hosting, backup, access to TANU DIGITAL applications for Services and Benefits.

 

17.2 - Security and privacy

TANU DIGITAL guarantees the use of all necessary measures to preserve the security, and in particular, privacy, of personal data it could access or which could be communicated in the context of implementing the existing General Terms and Conditions of Sale.

Also, TANU DIGITAL commits to taking all the appropriate technical and organizational measures, taking into account the state of knowledge, the costs of implementation and the nature, scope, context and purpose of the processing of personal data, which TANU and its staff would comply to these security obligations, and in particular:

• to not process nor consult the said personal data for purposes other than to fulfill its obligations to implement the Services and Benefits on behalf of the CUSTOMER under the Terms and Conditions of Sale ;
• to process and consult the personal data only in the context of the CUSTOMER’s lawful and documented instructions (it being specified that the Parties recognize the concept of documented instructions as being acquired when TANU DIGITAL acts within the framework of the implementation of the existing General Terms and Conditions of Sale), including with regard to transferring personal data to a third party or to an international organization, unless it is required to do so under European Union law or a Member State to which TANu DIGITAL is subject; in this case, TANU DIGITAL will inform the CUSTOMER of this obligation before the personal data is processed, unless the law in question prohibits such information for important reasons of public interest;
• to take all necessary precautions to safeguard the security of such personal data, to ensure that it is not distorted, damaged, accessible to unauthorized third parties, and — to prevent any access not previously authorized by the CUSTOMER;
• to take all measures to (i) guarantee constant confidentiality, integrity, availability and resilience of the processing systems and services used, (ii) restore the availability of and access to personal data and in the event of a physical or technical incident (iii) to regularly test, analyze and evaluate the effectiveness of these measures;
• to ensure that persons authorized to process personal data are subject to an appropriate contractual or legal obligation of confidentiality; -      to terminate the General Terms and Conditions of Sale, according to the CUSTOMER's instructions, the CUSTOMER’s processed personal data is returned processed and subject to financial conditions to be determined unless the EU and French law does not require the data to be retained by TANU DIGITAL:

The CUSTOMER will collaborate actively with TANU DIGITAL to facilitate the recovery of such personal data.

The means to ensure the security and confidentiality of personal data implemented by TANU DIGITAL are specified in Annex 1.

TANU DIGITAL is committed to maintaining these means during the implementation of the General Terms and Conditions of Sale and by failing to do so  will  immediately inform the CUSTOMER. In any case, TANU DIGITAL takes the responsibility to change the means of ensuring personal data security and confidentiality by replacing it with other means of equivalent performance.

17.1.3 - Subcontracting

Moreover, it is expressly agreed between the Parties that TANU DIGITAL is authorized to use other subcontractors (hereinafter subsequent subcontractors) to carry out specific  processing activities. The subsequent subcontractors identified on the day of the conclusion of these General Conditions of Sale are:  Alter Way Makers, provider of our hosting in 2 data centers based in France; and Mailchimp Inc which allows TANU DIGITAL to securely send transactional emails from the the Mandrill service platform.

TANU DIGITAL will inform the Customer by email of any changes planned for the addition or replacement of other subsequent subcontractors. TANU DIGITAL further agrees that subsequent subcontractors will comply with the obligations of these General Terms and Conditions.

For this purpose,TANU DIGITAL agrees to conclude with a written contract for each sub-contractor specifying that in case of non-compliance of the sub-contractor’s obligations regarding the protection of personal data,TANU DIGITAL will remain fully responsible to the CUSTOMER.

17.1.4 - Cooperation  

TANU DIGITAL, as subcontractor, is also committed to providing assistance to the CUSTOMER within the framework of its obligations under these Conditions of Sale and, in particular, financial conditions in agreement with the CUSTOMER including:

- CUSTOMER compliance with the obligations regarding the security and confidentiality of personal data;

- the implementation of impact analysis of processing on personal data protection if the nature of the processing and if the possibility for prior consultation with the supervisory authority are required.In this regard, it is specified that the obligation to carry out such impact analysis or consulting authority checks in the cases provided by the applicable provisions is the responsibility of TANU DIGITAL. However, TANU DIGITAL will communicate to the CUSTOMER, at the written request of the CUSTOMER, any information it has and which would be necessary for the CUSTOMER to comply with the said obligations;

- the management of the requests and provided responses to exercise the rights granted to those concerned by the regulations of personal data protection (right of access, rectification, erasure and portability of said data, right of opposition and the right to limit processing, the right not to be the subject of an automated individual decision, including profiling).

- It is the responsibility of TANU DIGITAL to respond to such inquiries concerning the data on its servers only. However, it will inform the CUSTOMER by e-mail of any requests received in this regard. TANU DIGITAL will also provide the CUSTOMER any demands, upon written request, with any information it has that is necessary to process inquiries and to prepare appropriate responses for those concerned to be able to exercise their rights;

- the compliance with the obligation of notify the supervisory and information authorities of the person concerned in the event of a violation of personal data, namely any security breach resulting accidentally or unlawfully in destruction, loss, alteration, disclosure or unauthorized access to the processed personal data. TANU DIGITAL is also committed to immediately inform the CUSTOMER if, in its opinion, an instruction constitutes a violation of EU and Member States laws relating to personal data  protection of which TANU DIGITAL would be subject.

17.1.5 - Audits

TANU DIGITAL’s compliance with the obligations regarding personal data protection, notably through audits or inspections, at the convenience of and at the expense of the CUSTOMER, including of TANU DIGITAL’s internal costs: including staff charges, in which the rate of one (1) working day will be charged 750 € HT.

These verifications may be carried out by the CUSTOMER or by a third party selected, commissioned and mandated by the CUSTOMER for this purpose, and who is not a competitor of TANU DIGITAL. In this context, TANU DIGITAL will make the necessary information available to the CUSTOMER or said third party to allow for these investigations and to provide proof of compliance with the aforementioned obligations, and by so doing, commits to contribute to investigations by collaborating with the CUSTOMER.

With regard to these investigations, the following principles should be respected: the CUSTOMER will request one (1) audit or one (1) inspection per contract year unless TANU DIGITAL has seriously neglected its obligations, in which case the CUSTOMER may request an audit or an additional inspection. In view of these verification operations, the CUSTOMER shall notify TANU DIGITAL by registered letter with acknowledgment of receipt at least thirty (30) days before the date of the anticipated audit or inspection and include a detailed plan of this request in this notification.

The following principles will apply in all circumstances:  

-  it is expressly agreed that the following will not be subject to verification: any financial data or personal data that does not concern the CUSTOMER, the disclosure of any information which could affect TANU DIGITAL systems and/or data security (for example, confidentiality of information risks) or of other TANU DIGITAL customers, or the source code of the computer programs used in the framework of the Service and Benefits;

- the duration of the verification operations shall not exceed three (3) business days;

- the person in charge of the verification operations may not copy any document, file, data or information, in whole or in part, nor take photographs, digitize, or capture sound, video or computer recordings; nor request that all or part of these elements be provided.  TANU DIGITAL can arrange to display sensitive documents in a secure room (black room);

- any person in charge of verification operations may be admitted to a TANU DIGITAL site or that of one of its subcontractors only after the CUSTOMER states his or her identity; the CUSTOMER must ensure the integrity of authorized individuals who will be carrying out the verification operations, whether they are employed by the CUSTOMER or from an external auditing firm, and the CUSTOMER guarantees TANU DIGITAL that these individuals will respect the the confidentiality obligations mentioned in these General Terms and Conditions of Sale and, overall, the most absolute confidentiality regarding the information that they may have in the context of these verification operations;

- the verification operations must take place during TANU DIGITAL's normal office business hours and will be conducted in such a way as to not interfere with the Service facilities or with any other activity carried out by TANU DIGITAL for the benefit of its other CUSTOMERs, who will remain, in any case, priority while the verification operations are carried out; TANU DIGITAL may at any time interrupt these verification operations if the services or any other activities performed by TANU DIGITAL for other CUSTOMERs requires the resources and / or the means which are occupied by the verifications.

17.1.6 – Data Protection Officer

If a data protection representative has been designated in accordance with the applicable legal or regulatory services, TANU DIGITAL will communicate the name and contact details to the CUSTOMER..

17.1.7 – Register of processing operations

In accordance with the applicable legal and regulatory provisions TANU DIGITAL affirms to keep written records of processing activities carried out on behalf of the CUSTOMER.

17.2 – CUSTOMER's commitment

The CUSTOMER, as controller, is responsible for the processing of personal data collected in the context of the implementation of TANu.io services. It guarantees TANU DIGITAL compliance with the requirements of European Union law and French law on personal data processing. It is also up to the CUSTOMER, who agrees to do so, to insure himself:    

-  the lawful, fair and transparent character of the personal data collection and processing (notably the information or consent obtained when required in particularly for the purpose of processing or collected data). In this regard, the CUSTOMER will also communicate to TANU DIGITAL any reference to the collection and consent of information that it deems useful to bring to the attention of the persons concerned during personal data collection that may be performed by TANU DIGITAL on behalf of the CUSTOMER;

-  that this data is processed only for a specific, explicit and legitimate purpose, and that it is not processed for later purposes incompatible with this initial purpose;

- the personal data collected and processed in connection with the performances provided by the Service are adequate, relevant, not excessive and limited to what is necessary in view of the purposes pursued, and that the collection of such data is not illicit. In particular, the CUSTOMER agrees to not process data relating to offenses, convictions or security measures. Except where necessary for intended purposes and with consent of the concerned individual, it is agreed that  personal data requiring special protection, such as religious or trade union opinions or activities, philosophical, political, health or equivalent data, biometric data, genetic data, or data concerning the life or sexual orientation of the persons concerned is not processed;

- the quality, timeliness, up-to-date and accuracy of the data;

- that personal data is kept in a form which allows the identification of the persons concerned only for a period not exceeding that which is necessary for the processing purposes. In this respect, it is also the CUSTOMER’s responsibility to determine and communicate to TANU DIGITAL the desired retention periods for processed personal data so that it can be implemented in connection with the performance of the Services which may be subject to any contrary regulatory, legal, or contractual requirements imposed on TANU DIGITAL  another period of retention of the personal data.

- that the personal data authorizations are strictly limited to users who need to know, on the basis of the rule of least privilege;

- respect for the rights of the persons concerned (right of access, query, correction, objection, erasure, limitation, portability, etc.) and to respond in a timely manner and within the deadlines by the requirements applicable to the requests by the persons concerned.

The CUSTOMER releases TANU DIGITAL from any claim from concerned individuals whose data is processed for the sole purpose for the Services performed by TANU DIGITAL. As the manager of the data collected and processed by the TANU Services, the CUSTOMER agrees to provide TANU DIGITAL with all information and elements necessary for compliance by any service provider with its own obligations regarding the personal data protection.

 

Article 18 - Amendments

TANu Digital reserves the right to amend the Terms and Conditions of this Agreement including, but not limited to, the fees charged by TANu Digital to the Customer from time to time. The Customer will be informed of such amendments by email or through the information made available on the Website. The Customer is entitled, within thirty (30) calendar days from the date of email dispatch or, where appropriate, thirty (30) calendar days from the amendment being published on the Website, to terminate the Agreement with immediate effect. Where the Agreement is not terminated by the Customer within the aforementioned time, the Customer shall be deemed to have accepted the new Terms and Conditions.

 

Article 19 - Terms of Agreement and Termination

19.1 This Agreement shall enter into force upon acceptance by the Licensee of these Terms and Conditions for a fixed term of one (1) year. The absence of termination by registered letter with acknowledgment of receipt, subject to compliance with a notice of one (1) month before the expiry of this Agreement shall be automatically extended for a firm contractual period of one (1) year.

19.2 Upon termination of the Agreement, TANu Digital is no longer responsible for storing the Content generated by the Licensee within the scope of the Services. Accordingly, the Licensee must ensure that it possesses the necessary back-up copies of the Content that it wants to retain.

19.3 Upon termination of the Agreement, TANu Digital shall be expressly authorised by the Licensees to permanently delete and destroy all Content within the scope of the Services.

 

Article 20 - Assignment

20.1 TANu Digital shall be entitled, in whole or in part, to assign its rights and obligations under the Agreement with the Licensee to a company within the same de jure or de facto group of companies as TANu Digital without the Customer's prior consent.

20.2 Save for the provisions of section 4.4, the Licensee shall not be entitled to assign its rights or obligations under this Agreement without TANu Digital 's prior written consent. Where the Licensee assigns its rights and obligations under this Agreement and the new party fails to perform its obligations, the Licensee shall bear primary liability for the performance of such obligations.

 

Article 21 - General Provisions

21.1 This Agreement has been prepared in French language and the same shall be controlling in all respects. Any non-French versions of this Agreement are provided solely for accommodation purposes.

21.2 If any provision of this Agreement is declared unenforceable for any reason, the remainder of this Agreement will continue in full force and effect, and the unenforceable provision shall be amended to the extent possible and permitted by law to achieve as nearly as possible the same intent and economic effect as the original provision.

 

Article 22 - Governing Law

22.1 This Agreement and the ensuing relationship between TANu Digital and the Licensee is governed by, and shall be construed in accordance with the laws of France.

22.2 In the event of any dispute relating to this Agreement, the parties agree to initially make a full and good faith attempt to resolve such dispute by negotiation at an executive level, to the reasonable extent under the circumstances, prior to commencing court proceedings.

22.3 All disputes relating to this Agreement shall be adjudicated in Paris, France, with the Tribunal de Commerce as the court of first instance.

 

Legal Notices

 

TANU Digital SARL

Au capital de 10 000 euros
RCS Oloron 831 846 985

12 rue du cerisier - 64400 Estos FRANCE

Tél : +33 (0)5 59 36 19 07

 

ANNEX 1

The purpose of this annex is to define the principles applied by TANU DIGITAL regarding the security of personal data. It is not intended to completely cover each case but to lay down general rules to which TANU agrees to comply in regards to personal data security. These security measures can be reinforced in view of the specific needs of each project and each client under supplementary benefits.

The annex presents the standard security measures implemented by TANU DIGITAL relating to the security of personal data namely:

-    User awareness: TANU DIGITAL employees who handle personal data are trained and have signed a confidentiality agreement.

-    User authentication: access to servers is only allowed to authenticated users.

-    Authorization management:  The authorization of TANU DIGITAL employees is managed project by project.

-    Access management: accesses are traced and histories are saved

-    Securing workstations: Workstations under Windows and Mac systems are equipped with an antivirus.  These are personal workstations and are locked when owner is absent. Workstations are not accessible from the Internet and those used by employees who handle personal data are encrypted.

-    Securing mobile computing: same as  "Securing workstations ».

-    Securing Servers: Administrative-type access is encrypted, software systems and middleware bases are hardened through a centralized mechanism.

-    Securing TANU DIGITAL websites: all TANU DIGITAL websites are secured by HTTPS. Only the  necessary ports for the proper functioning of these sites are open.

-    Data backup: regular backups of the data are put in place.

-    Archiving data: data that is no longer used on a daily basis but has not yet reached its shelf-life is archived.

-    Securing exchanges with external organizations: exchanges with external organizations are achieved via secure protocols.

-    Protection of premises: TANU DIGITAL premises are accessible only by an access card made available to each employee or any other individual concerned who is authorized to enter the site.