These general terms of sale (hereafter referred to as the “General Terms of Sale”) for the provision to the Client of the services described on the website www.tensoriel.com (hereafter referred to as the “Website”) or in the Purchase Order
1. The Services
The Services refer at all times to the latest up-to-date version of the Web services
2. Accessing the Services, passwords, etc.
Tensoriel protects the Services and it is important that these may be used under fully secure conditions. The Client must ensure that the usernames and passwords of the users with access to the Solution are stored and used in a secure manner and may not be consulted or used by unauthorised third parties. The Client is responsible for any unauthorised use of the usernames and login information of the Client’s users to access the Services. If the Client suspects that an unauthorised person has become aware of a username and/or a password
3. Use of the Services
The Services may be used by the Clients as legally constituted entities and organisations, pursuant to these General Terms of Sale, to the Purchase Order where applicable, and to the administrative and security instructions sent to the Client by Tensoriel such as information via the Services, direct messages to the Client or via the Website. The Client will be responsible for the activities performed by its users, including its employees, consultants, managers, directors, agents or staff within the Services and will use the Services in accordance with all laws applicable to them. Any content uploaded, transferred, displayed publicly, processed or entered in the Services by the Client (hereafter referred to as the “Client Content”) will be considered the sole responsibility and liability of the latter. The Client must only use Services for internal business purposes and must not: (i) grant licenses or sublicenses, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise exploit the Services or make them available to a third-party; (ii) send spam or other unsolicited messages in violation of the applicable laws; (iii) knowingly send or store material containing computer viruses, worms, Trojan horses or any other malicious IT code, files, scripts, agents or malware, or enable a “bot” or other non-approved automated process to interact with the Services; (iv) interfere with or adversely affect the integrity or performance of the Services or the data they contain; (v) attempt to obtain unauthorised access to the Services or to the related systems or networks. The Client must not (i) modify, copy or create derivative works based on the Solution and/or the Services or (ii) disassemble, reverse engineer or decompile the Solution and/or the Services. The Client guarantees Tensoriel that it possesses all necessary rights and authorisations to circulate this Client Content. It undertakes that the said Client Content is legal, does not infringe public order, public policy, public decency or the rights of third parties, does not infringe any legal or regulatory provision and more generally is in no way likely to result in Tensoriel incurring any civil or criminal liability.
4. Tensoriel Content
During the use of the Services, Tensoriel supplies the Client with content when its search results are displayed (hereafter referred to as the “Tensoriel Content”). This Tensoriel Content results from the aggregation of data by Tensoriel itself or from third parties. This Tensoriel Content may be subject to copyright or other legal protection provided for under the terms of the applicable regulations, preventing the use of the said Tensoriel Content outside the scope of the Services supplied by Tensoriel. Consequently, the Client acknowledges and accepts that the Tensoriel Content may only be used within the scope of the Services supplied by Tensoriel. Any use by the Client outside the scope of the Services of Tensoriel Content supplied as part of the Services is prohibited. Any use by the Client of the Tensoriel Content for purposes other than those covered by the Services will be conducted at its own risk, with Tensoriel granting no guarantees and accepting no liability for such use.
5. Client Content
It is extremely important that the rights of third parties are respected when using the Services. Any Client Content uploaded, transferred, circulated, published, processed or entered in the Solution or within the scope of the Services by the Client will be considered the latter’s sole and exclusive liability. This also applies, in all aspects, to the Tensoriel Content produced by Tensoriel as part of the agreed Services supplied to the Client. The Client will be responsible and liable for monitoring its Client Content and will be considered liable vis-à-vis Tensoriel for ensuring that the Client Content it publishes does not in any way affect third parties and does not violate these General Terms of Sale or the applicable law in any manner and that the Client Content is appropriate. The Client must therefore analyse and critically assess its obligations before publishing Client Content via the Services. Among other things, this means that the Client must ensure that via the Client Content it:
does not commit any criminal acts;
does not defame, libel, persecute, slander, discriminate against (on the grounds of race, colour, nationality or ethnic origin, religious convictions or sexual orientation, disability or illness for example), threaten or otherwise harm any other person or their rights, by any means;
does not distribute inappropriate, vulgar, offensive, dishonest, unsuitable, racist, pornographic or sexist material via the Client Content;
does not send out or allow to be sent out any unsolicited advertising such as spam, or use the Services in any other manner to transfer or publish Client Content which chiefly comprises concrete business offers and proposals, for example advertising, click offers, price lists or similar content;
does not copy, sell, circulate, publish or use the Tensoriel Content or any other content or material belonging to Tensoriel or other clients or users (if you have not obtained express consent to do so);
does not claim to be someone else or to give a false description of the Client’s connection with another person or organisation in any manner;
does not make available material which the Client is not authorised to publish in accordance with the law, an agreement or any loyalty-related obligation (such as business secrets, insider information or confidential information);
does not contravene any applicable data protection legislation; and
does not infringe any patent, trademark, trade secret, copyright, neighbouring rights, protection of designs (whether registered or otherwise), or any other intellectual property right, and does not allow third parties to infringe them.
The Client must also ensure that it possesses the appropriate rights to publish the Client Content via the Services. By publishing the Client Content, the Client guarantees that it possesses these rights. The Client must:
have received all required consent from the third parties concerned, or have ensured that another legal basis exists for the processing, in order that the processing, including the publication of the Client Content via the Services, does not infringe the rights of any person or organisation;
ensure that there is a sound legal basis for the publication of images of any persons visible in the uploaded images or films, in as far as this is required by law;
The Client holds Tensoriel harmless against any legal action resulting from any Client Content posted in violation of these General Terms of Sale. At its sole discretion
6. Use of the Client Content by Tensoriel
In order for Tensoriel to be able to supply the Client with the Services, the Client grants Tensoriel a non-exclusive, free, global and otherwise unlimited right to process, use, publish and copy the Client Content and to make it available, whether directly or indirectly, for the purpose of providing the Services to the Client.
7. The processing of personal data
7.1. The processing of personal data by Tensoriel
The effects of the General Terms of Sale, of the Purchase Order (where applicable) and the use of Services by the Client entail some processing of personal data. The parties must assume various roles and responsibilities concerning the processing of this personal data. For the purpose of processing personal data in a prudent manner compliant with the applicable data protection legislation, including but not limited to the French data protection act (“Law number 78-17 of 6 January 1978 concerning the protection of personal data” as amended) and (EU) regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 concerning the protection of natural persons with regard to the processing of personal data and the free circulation of this data (the general data protection regulation or “GDPR”), the parties agree that the Data Protection Conditions including the Data Processing Agreement attached the Website, will be considered an integral and binding part of these General Terms of Sale. In the event of any contradiction with these General Terms of Sale, the Data Protection Conditions / Data Processing Agreement will take precedence.
7.2. The processing of personal data by the Client
In particular, if the Client processes personal data outside the scope of the Services (for example by contacting a person whose contact information has been supplied to the Client as part of the Services, by any means other than those provided as part of the Services), the parties are reminded that this processing is performed under the Client’s sole and exclusive liability, with the Client acting as the data controller. The Client must therefore ensure that the processing of any data complies with the applicable regulations (including in particular the legal basis for the processing and the provision of compulsory information to the data subject) and moreover guarantees Tensoriel against any complaints or claims based on this new processing of the personal data by the Client.
8. Access and security
At its sole discretion, Tensoriel agrees to adopt reasonable measures to ensure that the Services are available on the Internet 24 hours a day, 7 days a week. Tensoriel is entitled to take measures affecting the aforementioned access when Tensoriel considers this necessary for technical, maintenance, operational or security reasons. The Client acknowledges and accepts that maintenance, updates, bugs and other causes or circumstances, whether planned or unplanned, may result in interruptions to or breakdowns affecting the Services. The Client may contact Tensoriel (firstname.lastname@example.org) to obtain information concerning the current operational status of the services. The Client understands and acknowledges that its access to the Internet cannot be guaranteed and that Tensoriel may under no circumstances be considered liable for any issues with the Client’s Internet-related connections or equipment. Tensoriel must adopt reasonable measures to ensure that the security of the Services complies with the standards applicable in the sector. Tensoriel’s security measures are described in the Security Policy and apply at all times. This Security Policy may be viewed here. Due to the complexity of the Internet, the unequal performance of different sub-networks, peak use by users of the Solution at certain times and various bottlenecks over which Tensoriel has no control, Tensoriel’s liability will be limited to the operation of its servers, the external limits of which are constituted by their connection points. Tensoriel may not be considered liable for (i) access speeds when accessing its servers, (ii) external slowdowns affecting its servers (iii) poor transmission due to the failure of or problems with these networks. Tensoriel may not be considered liable in the event of intrusions with malicious intent in the storage area reserved for the Client unless it has been demonstrated that the security measures it has introduced were seriously insufficient. Furthermore, Tensoriel may not be considered liable for any lack of vigilance on the part of the Client’s users in maintaining the confidential nature of their usernames and passwords
9. Assistance services
Tensoriel will provide the Client with assistance services if it has any questions concerning the use of the Services. The contact details and opening times of the assistance service can be found on the Tensoriel Website.
10. Contractual term and termination
The Services are provided in the form of a subscription (hereafter referred to as the “Subscription”). The Subscription begins on the date on which the Client supplies its bank details, for a period of 1 (one) month or 1 (one) year according to the subscription period selected by the Client, from date to date, (hereafter referred to as the “Subscription Period”). If the Subscription is made in the form of a Purchase Order, the Subscription is taken out for the period mentioned in the said Purchase Order. If the Client enters its bank details before the expiry of the free trial period, the Subscription will begin on the date these details are supplied. The Subscription is then automatically renewed for successive periods of a duration identical to the Subscription Period, from date to date, unless cancelled by Tensoriel or by the Client before the expiry of the period concerned. The Subscription must be cancelled:
By the Client: by clicking the button provided for this purpose in its Customer Account or by email,
By Tensoriel: via email.
The cancellation of the Subscription will take effect at the end of the last day of the Subscription. Once the paid Subscription Period or the free trial period have ended, the Services will be automatically suspended. In the case of a free Subscription Period, the Subscription may be terminated by either party subject to the issuing of written notice, or, where applicable, by means of a dedicated button provided for this purpose.
Tensoriel may always terminate the Subscription with immediate effect earlier than aforementioned dates if the Client:
fails to abide by any of the provisions of these General Terms of Sale, or more generally if the client contravenes any laws or regulations and if it takes no steps to rectify such failings within 30 (thirty) days following the receipt of a written request to this effect from Tensoriel, or
goes bankrupt, enters into a settlement agreement, suspends its payments, is the subject of corporate restructuring measures or risks finding itself in a situation of insolvency in any other circumstances.
11. Guarantee limitations and claims
Tensoriel guarantees the Client that the Services will operate in a substantial and material manner in compliance with what is presented on the Tensoriel Website, under normal conditions and circumstances of use, for the intended purposes and for the sole use of the Tensoriel Content as part of the Services. This guarantee does not apply to the trial period for Subscriptions or to the free Subscription. With the exception of the aforementioned guarantees and in as far as allowed by law, Tensoriel rejects any other guarantee or warranty concerning the Services, whether express or implicit, including but not limited to their adaptation to a particular use, the accuracy or reliability of the results obtained from using the Services, that the Services meet specific requirements, that the Services will not be interrupted, or that they are fully protected or free of computer errors.
12. Liability limitations
With the exception of any legal liability which Tensoriel is legally prevented from declining (such as compulsory product-related liability, liability for bodily injury or death, etc.), Tensoriel may not be considered liable for any loss of income, profits or savings, contracts, production, clients, data or other information, and for complaints or claims from third parties, indirect losses and any other consequential losses. Furthermore, Tensoriel’s overall liability within one calendar year may not exceed the amount which the Client has paid Tensoriel during the said calendar year. Tensoriel is not responsible or liable for ensuring the permanent and uninterrupted availability of the Services or for any other losses or circumstances arising following one of the situations mentioned in Section 8, including a lack of access and security, interruptions, risks and faults. It should be remembered that Tensoriel is a simple supplier of data aggregation technology. Tensoriel performs no verification of the data issued to the Client via its technology. Consequently, regarding the Tensoriel Content, the third-party services or material, Tensoriel does not guarantee that any Tensoriel Content or any material or service supplied by third parties is totally correct, reliable, complete or accessible, and Tensoriel is not liable for any losses or damage arising from problems with this Tensoriel Content, material or service. The parties are reminded that the Client is only authorised to use the Tensoriel Content for consultation purposes as part of the Services and that any other use of the Tensoriel Content is at the Client’s risk, with no guarantees from Tensoriel. The Client will defend and compensate Tensoriel for any complaints, claims or proceedings initiated against Tensoriel by a third party arising from the use (or related to the use) of the Services by the Client, including complaints and claims related to the Client Content published by the Client as part of the Services.
13. Prices and payment
In return for the provision of the Solution and the Services, the Client will pay the price stated on the contract according to the offer selected at the time it subscribed to the Services or stated in the Purchase Order. Tensoriel reserves the right to increase its price by a maximum of 100 (one hundred) percent for each renewal period. The Client will be informed of these modifications by Tensoriel by any appropriate written means (including by email) at least 30 (thirty) days before the new prices take effect. Once they have taken effect, the new prices will apply when the Subscription renews. Unless stated otherwise in the Purchase Order, payment will be made at the start of each Subscription Period following the issuing of an invoice by Tensoriel, or, where applicable, by credit card. The payment should reach Tensoriel in full within the payment times stated on the invoice or in the Purchase Order where applicable. In the case of late or non-payment by the Client, Tensoriel may invoice it for late payment interest at an interest rate of 8 (eight) percent per annum, in addition to reminder fees and compensation for any recovery costs in addition to those for any other means of redress at Tensoriel’s disposal. The Client agrees to settle invoices in the currency stated on the invoice, with payment being made to the account stipulated on the invoice. Without prejudice to its other rights, Tensoriel may temporarily deactivate the Client’s access to the Services in the case of overdue payment exceeding 20 (twenty) days. Additionally, Tensoriel may terminate the Subscription and delete and destroy the Client Content in the case of overdue payment exceeding 40 (forty) days. In the case of the early termination of this agreement due to non-observance by the Client, the Client is entitled to no reimbursement of any sums paid in advance.
14. Force majeure
Neither of parties may be considered liable for any failings or delays in the performance of their commitments under the terms of these General Terms of Sale if these failings or delays result from a case of force majeure as defined in article 1218 of the French Civil Code. The Parties hereby agree that the term ‘force majeure’ refers to all events normally recognised as such by law and by the French courts, including but not limited to interruptions to or problems with the Internet or networks, telecommunications, power supplies or any other infrastructure, general labour disputes, wars, fires, lightning, epidemics/pandemics, terrorist attacks, DDoS attacks or similar attacks aimed at interrupting the normal movement of data, changes in regulations by the authorities or errors and delays with the services provided by subcontractors due to these circumstances.
15. Intellectual property rights
All intellectual property rights concerning Tensoriel, the Tensoriel Solution, the Tensoriel Services, the Website and all other related services, such as patents, design patents, design rights, copyrights, neighbouring rights, moral rights, business secrets and know-how, rights concerning databases, trademarks, company names, rights relating to business legislation and any other intellectual property right, in all cases, whether registered or registrable, and all applications for registration of any of the aforementioned rights in addition to the right to apply for registration and all rights and forms of protection of the same nature or having similar effects worldwide are and will remain the property of Tensoriel or its licence providers. Under no circumstances does the use of Services represent a transfer or assignment of these intellectual property rights to the Client. The Client expressly acknowledges and accepts that any use of the Tensoriel Content outside of the Services may result in an infringement of intellectual property rights, for which the Client will be considered solely liable. Any Client Content published by the Client via the Services remains the exclusive property of the Client or its respective legal owner. All rights concerning the Tensoriel Content produced by Tensoriel in the Client’s name as part of the professional services supplied will also be considered the property of the Client.
16. Privacy & confidentiality
Both parties agree to treat information which may be considered as the other party’s professional or business secrets (whether in verbal, written or electronic form or in any other form) as private and confidential, unless the party supplying the said information expressly gives its written consent to the contrary. This means that neither party may divulge this information to a third party or use this information for purposes other than the performance or implementation of this agreement. Both parties must also ensure that this commitment is observed and respected by all employees, staff, agents or other persons to whom such information is revealed. This privacy and confidentiality obligation will continue to apply for 2 (two) years after the termination of this agreement. However, the privacy and confidentiality obligations will not apply to information which is widely known or for which a party can demonstrate that it became aware of the information via any means other than these General Terms of Sale. The privacy and confidentiality obligations will also not apply when a party is required to supply the information in compliance with a law, a regulation or a decision by the authorities.
The Client may contact Tensoriel by post at Tensoriel SAS, 24, Boulevard Beaumarchais, 75011 Paris, France or by e-mail at email@example.com. When Tensoriel needs to contact the Client, Tensoriel will use the postal address or e-mail address which the client supplied at the time it subscribed to the Services or contained in the Purchase Order. The Client is responsible for ensuring that this contact information is kept up to date. Tensoriel may also send marketing communications to the Client concerning Tensoriel’s products, services and events.
18. Modifications to the General Terms of Sale
Tensoriel may modify the General Terms of Sale. If such changes significantly modify the Client’s rights and obligations, the Client will be informed of these changes by email or via information provided within the Services or on the Tensoriel Website. All changes will take effect immediately after Tensoriel has informed the Client of them, as stated above.
19. Business references
Unless expressly stated in the Purchase Order or notified to Tensoriel by any appropriate written method, the Client authorises Tensoriel to use its name, brand, logo and website details as business references on any media and in any form.
20. The transfer of services
These General Terms of Sale are valid between the parties and cannot be transferred or disposed of without written authorisation. However, Tensoriel may wholly or partially transfer the provision of the Services to another company belonging to the same group as Tensoriel. All rights and obligations existing between the Client and Tensoriel will then apply between the Client and the company assuming the provision of the Services.
21. Applicable law and dispute resolution
Unless other provisions apply concerning the mandatory applicable law, these General Terms of Sale and the relationship between the Client, you and Tensoriel will be interpreted and applied pursuant to French law. Unless otherwise stipulated by the over-riding applicable law, any disputes arising as a result of these General Terms of Sale or the relationship between the parties will be settled by the French general courts and the Tribunal de Commerce de Paris (Paris Commercial Court) in first instance.