Effective Date: 30/03/2022
These General Terms and Conditions (hereinafter the "General Terms") apply between the company IT4Culture, a simplified joint-stock company with a capital of €10,000, registered with the Paris Trade and Companies Register under number 750 544 934, whose registered office is located at 11 rue Duvergier 75019 PARIS (hereinafter referred to as "IT4Culture") and any legal entity or person (i.e. Client and User) using the #DIESE LITE Service.
The Client, after becoming aware of the potentialities, the purpose, the standard nature and the operating mode of the Service provided by IT4Culture, and after having had the opportunity (and the time necessary to) request from IT4Culture a presentation of the Service, has decided to benefit from the Service. Therefore, the Client acknowledges having received all the information and advice allowing him to take the measure of the proposal of IT4Culture and therefore a sufficient degree of pre-contractual information.
It is the Client's responsibility to ensure:
- The Service's compliance with its needs.
- Its ability to verify, in accordance with the practices of his profession, the results obtained with the help of the Service.
- The Client has the necessary competence for access to and use of the Service.
- The Client has sufficient bandwidth, computer environment and network access to access the Service.
Article 1. Definitions
Term beginning with a capital letter within the General Terms, whether used in the singular or plural, shall have the meaning given to them below:
- "Administrator" means the User with the legal capacity to contract in the name and on behalf of the Client. Their status as Administrator is assigned to them when they first register the Client to the Service and creates a Client Account or when they are subsequently designated by the Client to become an Administrator. The Administrator has the option of authorizing other people to access the Service through the same Client Account, Additional Users.
- "Client" means the legal entity, legal or natural person, on whose behalf and for which the Administrator has subscribed to the Service. The Client guarantees that the Users will comply with the General Terms.
- "User" means a natural person under the authority of, authorized by and placed under the responsibility of the Client, who uses the Service, indifferently the Administrator and the Additional User.
- "Additional User" means a natural person whose User Account has been created by the Administrator. Depending on the rights granted to him/her by the Administrator, he/she may add, modify, delete, copy or view the Client’s Content and Data.
- "Content and Data" means all data and documents belonging to the Client, including personal data, and added to the Service by Users.
- "General Terms" / "Agreement" means the General Conditions of Use and Sale of the #DIESE LITE Software Package in force and applicable to the Client and its Users, as well as its annexes.
- "Client Account " means the User Account assigned to the Administrator to manage the configuration and the Users of the Service.
- "User Account " means the personal access granted by the Client to the Additional User.
- "Destination " means the purpose for which the Service has been designed, including the functionalities provided for in its Documentation, and the conditions for exercising the right of use granted by IT4Culture.
- "Documentation" means the online documentation published by IT4Culture and available for the Service.
- "Credentials" means both the User's login ID and the User's login password.
- "Applicable Laws and Regulations " means all laws, regulations and codes applicable in France.
- "Parties" means all natural and/or legal persons to whom these General Terms apply.
- "Service" means the standard application service #DIESE LITE subject to these General Terms and invoiced in the form of a subscription. The Service is intended for professional use.
- "Website" means the website https://www.diesesoftware.com .
The titles of articles, annexes and paragraphs do not affect the interpretation of the General Terms.
A person may qualify a natural person, a legal person or an unincorporated body (whether or not it has a separate legal personality).
Unless the context requires otherwise, words in the singular will include the plural and words in the plural will include the singular.
Unless the context otherwise requires, the reference to one gender must include a reference to other genders.
Any obligation for IT4Culture, the Client or the Users not to do something includes the obligation not to allow that thing to be done.
Unless explicitly stated otherwise, a reference to "write" or "in writing" includes emails.
Any reference to an article, paragraph or annex, is made to the articles, paragraphs and annexes of these General Terms.
The words following the words "including", "in particular", "for example", or any similar expression shall be interpreted as illustrative and shall not limit the meaning of the words, descriptions or definitions preceding such terms.
Article 2. Object
The purpose of these General Terms is to define the rights and obligations of IT4Culture, the Client and the Users in the context of the access to the Service. Any access to the Service presupposes knowledge of the General Terms and entails their irrevocable and unreserved acceptance.
Article 3. Acceptance of the General Terms
The rights to use the Service are governed by these General Terms. The Client and the Users acknowledge having previously read the General Terms applicable on the date of subscription to the Service and/or to its trial version by the Administrator, or its renewal.
The acceptance of these General Terms is given by a checkbox in the registration form. The Client and/or the User who does not agree to be bound by these General Terms must not access the Service.
IT4Culture reserves the right to update the General Terms and Conditions and undertakes to inform the Client and Users by any means. The continuation of the use of the Service after the notification by IT4Culture of the modification presumes the unreserved acceptance of the Client and Users of the new General Terms thus notified. The most recent version of the General Terms can be consulted freely and at any time on the Website, under the heading "General Terms".
The General Terms may be supplemented, if necessary, by Special Terms which, in case of contradiction, will prevail over the General Terms.
Article 4. Duration of services – Termination
The Service is subscribed in the form of a monthly subscription and begins on the day of its subscription for the duration subscribed by the Client from date to date.
It is then automatically renewed for successive periods of the same duration as the period initially subscribed by the Administrator, from date to date, unless a cancellation is made, at any time by IT4Culture or the Client.
Any subscription period started is due in its entirety.
The termination of the subscription by the Client is made by sending an e-mail with acknowledgment of receipt to the address support[at]it4culture.com.
The termination of the subscription by IT4Culture is made by sending an e-mail to the e-mail address provided in the Client Account.
In case of termination, the Client may request, by sending an e-mail with acknowledgment of receipt to the address support[at]it4culture.com and within 30 (thirty) days of unsubscribing, a backup of the Content and Data hosted by IT4Culture transmitted according to the format and means that IT4Culture deems appropriate as well as the deletion of the Content and Data hosted by IT4Culture.
In the event that no express request from the Client is made within the period defined above, IT4Culture may freely delete or not the Content and Data without time limit or notice.
The cessation of use of the Service by the Client or the User does not constitute termination of the subscription.
Article 5. Trial version
If the Client subscribes to a trial period of the Service, the Client will have access to the Service for a specified trial period of 14 days starting from the provision by IT4Culture of the Service.
The Client must decide whether to subscribe to the Service during the trial period and no later than 30 (thirty) days after the end of the trial period.
During this period of thirty (30) days following the trial period, access to the Service will be suspended and the Content and Data will be retained, in the event that the Client subscribes to the Service.
In the absence of subscription to the Service by the Client during the period mentioned above, the Client's Content and Data will be deleted by IT4Culture without notice and without the possibility of recovery, and access to the Service will be permanently deleted.
Article 6. Destination of the Service
The Service is a SAAS software package published by IT4Culture.
#DIESE LITE is an online planning tool for professionals in the cultural sector. It is composed of three modules: an activity planning tool, a project management database with their cast or key contacts, and a contact database. #DIESE LITE is highly configurable by the Administrator: The Client can model a tool as close as possible to its needs. #DIESE LITE is also a single source of truth, with a single information: information is entered once and can immediately be found or shared. From #DIESE LITE, Users can export data, generate documents and share dynamic links to disseminate information to their colleagues, or outside the organization.
Article 7. Accounts – Access – Credentials
7.1. Access to the Service
The Service is accessible:
- To any natural person with full legal capacity to commit themselves under these General Terms. A natural person who does not have full legal capacity may only access the Service with the agreement of his/her legal representative.
- To any legal person acting through a natural person with the legal capacity to contract in the name and on behalf of the legal person.
The Service is reserved for professionals, understood as all natural or legal persons carrying out a remunerated activity on a non-occasional basis in all sectors of activity of industry and commerce.
7.2. Right of access to the Service
In return for the payment of the monthly subscription stipulated in Article 9. Financial terms, IT4Culture grants the Client a personal, non-exclusive and non-transferable right of access to the Service limited to the number of Users designated when subscribing to the subscription or added later via the Client Account, and for the duration of the current subscription period.
This right of access to the Service is granted exclusively for the Client's professional needs.
7.3. Subscription - Creation of the Client Account
To use the Service and allow access to Users, the Administrator must complete the registration form available on the Website. It must provide IT4Culture with all the information marked as mandatory. Any incomplete registration will not be validated.
The registration carried out by the Administrator entails the opening of the Client Account. The latter allows the Administrator to manage his/her use of the Service in a form and according to the technical means that IT4Culture deems most appropriate to render the said Service.
7.4. Creating User Accounts
The Administrator has the possibility, using the Client Account, to add one or more Additional Users.
The Client acknowledges that any addition of Additional Users will result in a modification of the price of the subscription under the conditions set out in Article 9. Financial conditions.
When adding an Additional User, the Administrator must communicate to IT4Culture, via the "User Accounts" menu, the names and e-mail addresses of the Additional Users for whom access has been created. Said Additional Users will then receive an invitation by an e-mail sent by the Administrator via the User creation menu and must activate their access by filling in the information indicated as mandatory.
The Administrator is solely responsible for the creation of these accesses and the Users to whom he assigns them. The Administrator is prohibited from using the option of creating access in order to give the Service, directly or indirectly to:
- A third-party competitor of IT4Culture.
- A legal entity different from the Client.
- A natural person subordinated to a legal person different from the Client.
The User undertakes to use the Service personally and not to allow any third-party to use it in their place or on their behalf, except to bear full responsibility.
Each User has his/her own Credentials. Access management is done through the Client Account:
- Creation of Additional Users and associated Credentials.
- Deletion or modification of Credentials.
- Management of security rules and access rights for each User.
As the access codes to the Service are determined by the Client, IT4Culture cannot be held responsible for any loss or damage resulting from access to the Service by a User, or by a third-party not designated by the Client. In this context, the Client undertakes, both in its name and in the name and on behalf of the Users it has designated, to immediately inform IT4Culture of any use of the access codes to the Service that he deems fraudulent.
7.5. Changing the Administrator Account
The Client may decide to change the Administrator of the Client Account. To do this, he must make the request by e-mail to the address: support[at]it4culture.com. IT4Culture will assign the role of Administrator and access to the Client Account to the User designated by the Client to replace the previous Administrator and will transform the Account of the previous Administrator into an Additional User Account.
7.6. User and Client Account Credentials
Login Credentials are strictly personal and confidential. The User undertakes to preserve the security and ensure the confidentiality of the username and password of his User Account. In addition, the User assumes responsibility for the security of individual workstations allowing access to the Service.
Any access to the Service made using the User's Credentials will be deemed to have been made by the latter.
In the event of a security breach due to non-compliance with this article by the User or the Client, the latter will be solely responsible and can in no way engage the responsibility of IT4Culture.
Article 8. Support – Assistance
Support is available from 9 a.m. to 6 p.m. (French time) from Monday to Friday (excluding public holidays in France) via the online ticket tool made available by IT4Culture in the manner described below:
- Access to the online ticket tool is reserved for the Administrator via the Client Account.
- The online ticket tool allows the Administrator to log their requests relating to the presence of malfunction impacting the functionalities of the Service.
Article 9. Financial terms
The Service is subscribed in the form of a monthly subscription, the price of which is indicated on the Website, in Euros, Dollars and Pounds Sterling.
In general, all sums due under these General Terms are indicated excluding VAT, customs duty, withholding taxes and all applicable taxes, which are the responsibility of the Client. In the event that there is a withholding tax, customs duties or an import tax, the Client will pay these taxes to the competent tax authorities and will spontaneously send IT4Culture proof of payment.
In the event of termination, addition or deletion of Users, the Client acknowledges that any monthly subscription period started is due in its entirety.
The Client acknowledges that any change in the number of Users will result in a change in the amount of the monthly subscription.
The Client acknowledges and accepts that the amount indicated on the Website and corresponding to the subscription is provided for information purposes only and will be reassessed at the end of the monthly subscription period, according to the actual use of the Service, and in particular the number of Users.
9.2. Price revision
Subscription prices may be subject to review by IT4Culture at any time, at its own discretion.
The Client will be informed of these changes by IT4Culture by any written means (and in particular by e-mail to the address provided in the Client Account) at least two (2) weeks before the entry into force of the new rates.
The Client who does not accept the new prices must terminate their subscription according to the terms provided for in these General Terms. Otherwise, they will be deemed to have accepted the new prices.
The subscription to the Service is the subject of invoices at the beginning of each period which are communicated to the Client by any useful means.
If the Client's use of the Service exceeds what his subscription allows, IT4Culture will issue an additional invoice at the end of the monthly subscription period.
If the Administrator adds an Additional User during the monthly subscription period, IT4Culture will issue an additional invoice at the end of the monthly subscription period for the entire monthly subscription period during which the Additional User was added. The additional cost related to the addition of the User will then be added to the amount of the monthly subscription to the Service and invoiced at the beginning of each monthly subscription period. In case of deletion of a User during the monthly subscription period, the amount of the monthly subscription will be reassessed at the beginning of the monthly subscription period following the deletion.
9.4. Payment terms
Payment of the subscription is made:
- Via the Client's credit card. The charge is implemented by the company Stripe, which alone retains the Client's bank details for this purpose. IT4Culture does not keep any bank details.
The price of the monthly subscription is due, and payment is taken:
- On the date of subscription, then on the anniversary date, at the time of each monthly renewal.
The Client and the Administrator guarantee to IT4Culture that they have the necessary authorizations to use the chosen payment method.
The Client undertakes to take the necessary measures so that the automatic deduction of the price of the monthly subscription can be made.
9.5. Payment delays and incidents
In the event that IT4Culture is unable to collect the amount due in the terms specified above, IT4Culture reserves the right to immediately prohibit access to the Service, without notice period. The prohibition of access to the Service following the non-payment of the subscription does not constitute termination of the subscription by the Client or IT4Culture and does not release the Client from the payment of the sums due. The Service will resume as soon as the cause of suspension has been removed, without extension of the current period.
In addition, the Client is informed and expressly accepts that any delay in payment of all or part of the sums due on their due date will automatically and without notice result in the invoicing by IT4Culture of late payment interest at the rate of 1.5 times the legal interest rate, based on the amount of all sums due by the Client as well as a fixed compensation of 40 (forty) euros for recovery costs.
Article 10. Intellectual property
IT4Culture declares to hold all the intellectual property rights necessary for the conclusion of the General Terms.
The systems, software, structures, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, database, etc.) operated by IT4Culture within the Service are protected by all intellectual property rights or rights of database producers in force. Any disassembly, decompilation, decryption, extraction, reuse, copy and more generally, any act of reproduction, representation, dissemination and use of all or part of these elements, without the authorization of IT4Culture is strictly prohibited and may be subject to legal proceedings.
In addition, the right of access granted by IT4Culture by these General Terms does not entail any transfer of intellectual property to the Client. Consequently, the Client shall refrain from any act, which may have the object or effect of directly or indirectly infringing the rights of IT4Culture, which are protected in particular by the French Intellectual Property Code.
Article 11. Content and Data
11.1. Ownership of Content and Data
The Content and Data belonging to the Client, deposited on the Service by the Users are and remain the property of the Client. IT4Culture undertakes to keep this data confidential, not to make any copy of the data, apart from technical and backup requirements, not to make any use of it other than for statistical purposes or those provided for the execution of these General Terms.
11.2. Confidentiality of data
IT4Culture acknowledges that certain pieces of information provided and to be provided by the Client and Users have or may be of strategic importance, and therefore represent industrial or commercial secrets. IT4Culture is thus prohibited, in general, from communicating to anyone, excluding the cases provided for in this article, directly or indirectly, all or part of the information of any kind that has been communicated to it by the Client and Users, or of which it would have become aware during the execution of these General Terms.
Conversely, the Client and Users undertake to keep total confidentiality on the documents, data or on the nature of the services provided by IT4Culture within the framework of these General Terms.
Each Party shall be authorized by the other Party to disclose confidential information in the following cases:
- To its employees, managers, representatives or advisers, insofar as the disclosure of such information is necessary for the exercise of its rights and contractual obligations. Each Party shall ensure that the employees, officers, representatives or advisers to whom it discloses such information undertake to comply with this Article.
- To any competent authority or court, to the extent such disclosure of information would be required by Applicable Laws and Regulations.
Documents, elements, data and information shall not be considered confidential:
- Of which IT4Culture was already aware.
- Already public at the time of their communication or which would become so without violation of these General Terms.
- Which would have been lawfully received from a third-party.
11.3. Data localization
The Client's Content and Data are located in one or more sites located in France.
As soon as the Content and Data are personal data and are collected by the Client outside the country of location of the data before being transferred under the Service and / or transferred by the Client or by IT4Culture on the instruction of the Client outside the country of location of the data, it is the responsibility of the Client to ensure that the collection, processing and/or transfer of such data in the country of location of the data is permitted by applicable local laws or failing that and where it is legally possible, to regulate such transfers by adequate legal tools.
11.4. Content and Data Statements
It is recalled that within the meaning of the law n°78-17 of January 6, 1978, called Informatique et libertés, IT4Culture acts as a subcontractor, on instructions of the Client, who is qualified as responsible for the processing of personal data implemented through the Service. Consequently, the Client is informed that it is his responsibility to proceed, under his sole responsibility, to the steps, declarations, requests for authorization provided for by the laws and regulations in force concerning any processing he carries out and data he processes from the Service. More generally, it will be up to the Client to comply with any applicable local legislation requiring a particular administrative declaration process relating to personal data. The Client guarantees to comply with all the obligations incumbent on him under the “Loi Informatique et libertés” and/or local legislation relating to applicable personal data.
Article 12. Guarantee
IT4Culture guarantees the compliance of the Service with its Documentation. This guarantee will cover the search for the causes of malfunction as well as their correction, according to the modalities, provided for in these General Terms.
IT4Culture does not guarantee that the Service is free from any defects or hazards but undertakes exclusively to remedy, with all reasonable diligence, the reproducible malfunctions of the Service found in relation to its Documentation. This guarantee of conformity cannot be extended to a guarantee of conformity with the specific needs or activity of a Client or User. IT4Culture does not guarantee the ability of the Service to achieve objectives or results that the Client has set for itself and/or to perform particular tasks that would have motivated it in its decision to enter into this Agreement. It is therefore the Client’s responsibility to ensure the adequacy of the Service to its needs or specific activity.
IT4Culture guarantees the Client with the transparency of the Service in relation to the upward evolutions of the hardware or software package environment in which the Service will be integrated, that is to say the possibility of continuing to use the Service without major modification or addition, in the event of modification or evolution of said environment.
IT4Culture guarantees the Client the backward compatibility of the Service between successive versions.
Article 13. Additional services
These General Terms do not cover the additional services recommended by IT4Culture or requested by the Client to meet its specific needs, nor the other services, software and software packages marketed by IT4Culture.
The Client wishing to benefit from additional services (additional features, training, interfaces, data recovery, document customization, etc.) can contact IT4Culture at support[at]it4culture.com. A feasibility analysis will then be carried out by IT4Culture, which may give rise to a complementary commercial proposal.
Article 14. Responsibilities
14.1. Responsibility of the Client
The Client undertakes to comply with the applicable regulations on intellectual property, protection of personal data, respect for privacy and more generally undertakes to comply with all the regulations in force.
The Parties acknowledge that only the Client has the ability to control and know the content transiting through the Service and that they are solely responsible for the Content and Data disseminated, entered and/or downloaded via the Service. Accordingly:
- The Client guarantees that it has all the authorizations of use and / or dissemination on the territory, information and data of any kind, hosted by IT4Culture and is solely responsible for the consequences of their making available to the public.
- The Client assumes full responsibility for the accuracy, completeness and legality of the Content and Data transmitted to IT4Culture as part of the Service.
- The Client is prohibited from including in the data hosted by IT4Culture illegal elements, such as data of an illicit, obscene, defamatory nature or in particular from storing data that is illegal or in violation of the right of a third party, the protection of minors or privacy, or personal data that is the subject of an undeclared file. If it appears to IT4Culture that data hosted on behalf of the Client is manifestly illegal, IT4Culture may take any useful measure to remove access to the disputed content or make access impossible, and will inform the Client. The suspension or interruption of access to the Service for the reasons mentioned above will not entitle the Client to the payment of any compensation from IT4Culture. In addition, the Client will remain liable to IT4Culture for the full agreed price for the entire period of suspension or interruption. In any case, the Client guarantees IT4Culture of the consequences, in particular financial, of any recourse, any action, and a fortiori any condemnation to which IT4Culture could be exposed because of illegal data that it would have had hosted by IT4Culture under the Agreement.
- The Client is prohibited from including in the data hosted by IT4Culture data of a non-professional nature.
It is forbidden for the Client to infringe in any way whatsoever the Service and in particular to use the Service in a manner that does not comply with its Destination and the conditions set out in these General Terms. Accordingly:
- The Client is prohibited from reverse engineering the Service in order to develop a competing product or service and/or to copy, reproduce any features, functions or graphic attributes of the Service.
- The Client undertakes to use the Service only in accordance with its professional Destination and for the sole professional needs of his activity.
- The Client undertakes not to distribute the Service, exploit it for commercial purposes, make it available to third parties or rent it.
- The Client undertakes not to alter or disrupt the integrity or execution of the Service, or the data contained therein.
- The Client agrees not to attempt to gain unauthorized access to the Service or the systems or networks associated with it.
The Service will be used by the Client under its sole control, direction and responsibility. Therefore, it is the responsibility of the Client:
- The implementation of all processes and useful measures intended to protect its User workstations, hardware, software packages, software, passwords, in particular against any virus and intrusion.
- The guarantee of compliance with these General Terms by Users.
- The choice and management of the access provider or telecommunications medium, the Client having to take charge and contract the necessary subscriptions of which he will bear the cost.
- The appointment of the Administrator from among its staff.
- The use of identifiers and access codes to the Service. He will ensure that no person not authorized by him has access to the Service.
- Errors made by Users in the use of the Service and the procedures that allow them to connect to the Service, in particular concerning the means of access and Internet browsing.
14.2. Responsibility of IT4Culture
IT4Culture undertakes, by an obligation of means, to implement all the means at its disposal to ensure the permanence, continuity and quality of the Service. In the event of an incident relating to the operation of the Service, IT4Culture undertakes to implement all the means at its disposal in order to restore access to the Service as soon as possible.
For technical needs, IT4Culture reserves the right, subject to forty-eight (48) hours' notice, to interrupt all or part of the Service. Scheduled interruptions will be as far as possible outside working hours. In any case, they may not exceed four (4) consecutive hours in the working hours. As a general rule, routine operations and maintenance (backup, software update) do not require interruption of the Service.
IT4Culture cannot, within the limits of applicable law, be held liable for any direct or indirect damage of any kind whatsoever (such as commercial or financial damage, or operating losses that would affect the Client or the User) resulting from any impossibility of access to the Service, any use of the Service, including any loss of data, regardless of the cause of the damage. In any case, IT4Culture cannot be held liable in the event of force majeure or acts beyond its control.
However, IT4Culture undertakes to implement all the means at its disposal to ensure the best guarantees on the integrity of the data and in particular the storage on servers with redundant technologies and the regular backup of the data.
IT4Culture cannot be held responsible in the event of legal proceedings against the Client or the User due to unlawful use of the Service.
IT4Culture cannot be held liable in the event of incorrect application or non-application of the User advice provided as part of the assistance or in the event of the application of advice not emanating from IT4Culture.
IT4Culture cannot be held responsible for the accidental destruction of data by the Client or the User or a third party who has accessed the Service by means of the Credentials given to the Client.
IT4Culture reserves the right at any time to modify the functionalities of the Service.
If IT4Culture's liability were to be recognized, hereunder, by a final decision of a competent court, the compensation that could be claimed from it would be expressly limited to the amount of the fee collected by IT4Culture, under the Service, for the period of six (6) months in progress at the time of the occurrence of the damage.
14.3. Force majeure
The liability of the Parties will be fully released if the non-performance of some or all of the obligations imposed on one of them results from a case of force majeure.
The Party noting the event must without delay inform the other Party of its impossibility to perform its obligations.
Cases of force majeure suspend the execution of the Agreement and the Parties meet to determine the modalities of possible continuation of their relations. The suspension of obligations or delay can in no way be a cause of liability for non-performance of the obligation in question, nor induce the payment of damages or penalties for delay.
If the cases of force majeure have a duration of existence greater than one (1) month, the Agreement will be terminated automatically, unless otherwise agreed between the Parties.
Expressly are considered as cases of force majeure or fortuitous events, in addition to those usually retained by the jurisprudence of the French Courts and Tribunals: disruption or blockage or congestion of telecommunication networks, poor quality of electric current, blocking of means of transport or supply for any reason whatsoever, bad weather, epidemics, earthquakes, fires, storms, floods, water damage, state of war, acts of computer hacking, governmental or legal restrictions, as well as legal or regulatory changes in forms of marketing.
Article 15. Collaboration and independence of the Parties
The Parties undertake, pursuant to Articles 1103, 1193, 1104 and 1194 of the French Civil Code, to implement reasonable means so that the execution of these General Terms takes place in good conditions.
The Parties remain independent professionals and are bound only by the title and under the conditions of these General Terms. The provisions of these General Terms and Conditions may in no way be interpreted as creating any company between the Parties, nor any mandate, nor any subordination, nor any solidarity.
Article 16. Interpretation
These General Terms express the entirety of the obligations of the Parties.
The fact that one of the Parties does not rely on a breach by the other Party of one of the obligations referred to in these General Terms shall not be interpreted for the future as a waiver of the obligation in question.
In case of difficulties of interpretation between any of the titles appearing at the head of the clauses, and any of the clauses, the titles will be declared non-existent.
In addition, and in the event of a translation of these General Terms into one or more languages, the language of interpretation will be the French language in the event of a contradiction or dispute over the meaning of a term or provision.
If one or more stipulations of these General Terms are held to be invalid or declared as such in application of a law, a regulation or following a final decision of a competent court, the other stipulations will retain all their force and scope, and the Parties undertake to come together to agree on a similar provision and purging the ground of invalidity affecting the pre-existing stipulation.
Article 17. Applicable law and Attribution of jurisdiction
The interpretation and execution of the provisions of these General Terms are subject to French law.
Any dispute or litigation arising on the occasion of these General Terms, relating in particular to their application, interpretation and/or the responsibilities incurred, and which could not be settled amicably by the Parties, will be subject to the exclusive jurisdiction of the competent courts of Paris, France.
Between the Client, data processing controller in the meaning of the General Data Protection Regulation, of the one part, and IT4Culture, the sub-contractor, located in France, data processor according to the above-mentioned regulation of the other part.
Appendix 1 – Article 1. Purpose
The purpose of this clause is to define the conditions in which IT4Culture undertakes to carry out, on the Client’s behalf, the personal data processing operations defined below.
As part of their contractual relations, the Parties shall undertake to comply with the applicable regulations on personal data processing and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of April 2016 which is applicable from May 2018 (hereinafter “the General Data Protection Regulation”).
Within the meaning of the European Data Protection Regulation:
- Personal data means any information relating to an identified or identifiable natural person. Indirectly identifying data, such as a telephone number, or an identifier, are therefore concerned.
- Data processing means any operation or set of operations carried out or not by automated means and applied to personal data or sets of data, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or interconnection, limitation, erasure or destruction.
Appendix 1 – Article 2. Description of the processing being subcontracted out
IT4Culture is authorised to process, on behalf of the Client, the necessary personal data for implementing the Service. The latter is subject to the present Agreement.
According to these Agreement, IT4Culture commits to activate the Service and host, or have it hosted in a secure manner, as well as data which are entered by Users (for the purpose defined by the Client). The supply of the hosting service is made on a web server, the infrastructure of which is handled by a third-party professional.
While the Service is being used by the Client, IT4Culture is available to assist and answer the questions the Client may have regarding data processing within the Service. The Client benefits from the Service updates, and from the evolutions and new functionalities which IT4Culture may implements in the software to match the Client’s requests and needs.
The categories of data subjects are either individuals who are linked to the Client by contract (employees, partners, permanent or casual workers), or contacts who are not linked by any contract to the Client (prospects, email list for promotional mailings…).
The personal data processed under the first scenario are the necessary information for the Client to carry out the building and structuring of artistic productions, projects and events by, and to enable it to draw up, edit and manage schedules or work agreements. The choice of the data to collect is made by the Client. They most commonly belong to the following categories:
- Civil registration information, identification data, pictures
- Contact details
- Personal and marital status
- Information of social, economic and financial nature, banking information
- Login details for the use of the Service.
Under the second scenario, processing is generally carried out on contact information (communication elements: email address, postal address, telephone number…), and on business or commercial history between the data subject and the Client (professional contact-making, history of services or tickets consumption…).
In both above cases, once the Service has been installed and configured, the Client’s organisation as a data processing controller chooses and sets up parameters for the data or category of data which it intends to collect – including for an end or a sub-end which IT4Culture does not know about. The referring experts from the Client’s organisation are indeed autonomous in setting up and configuring data collection.
The Client receives training and Documentation about the use of the Service, in accordance with the present Agreement. Once the Service has been activated by IT4Culture, the Client is autonomous regarding the data fields you may decide to create and custom, and therefore the data – personal or not – that it may decide to collect.
The nature of operations carried out by IT4Culture on personal data, enabled by the Service, are commonly: recording, hosting, structuring, organising into interfaces and export models determined in cooperation with the Client, extracting, erasing (following legitimate requests from individuals).
IT4Culture does not carry out any cross-checking of the data provided by the Client for market profiling purposes.
Appendix 1 – Article 3. Processor’s obligations with respect to the controller
IT4Culture shall undertake to:
- Process the data solely for the purposes subject to the sub-contracting (Appendix 1 – Article 2. Description of the processing being subcontracted out).
- Process the data in accordance with the documented instructions from the Client. Where IT4Culture considers that an instruction infringes the General Data Protection Regulation or of any other legal provision of the Union or of Member States bearing on data protection, it shall as soon as practicable inform the Client thereof.
- Guarantee the confidentiality of personal data processed hereunder:
- Through clauses inserted in its own employment contracts, ensuring security for the data and information which its employees may handle or process.
- Through the guarantee of security and confidentiality set out in the sub-contracting agreement which binds IT4Culture to its hosting service provider.
- Ensure that persons authorised to process the personal data hereunder receive the appropriate information and training about their obligations regarding the General Data Protection Regulation. Sub-contracting:
- IT4Culture engages the entity NETSAMPLE S.A.R.L. (FR) as another processor (a sub-processor in the meaning of the General Data Protection Regulation) to conduct data hosting and storage activities on behalf of the Client. NETSAMPLE provides IT4Culture with a hosting service on a hyper-converged infrastructure solution, with dedicated and private cloud resources. The server is located in a data centre in Marseille (France). The subcontracting agreement include a security guarantee for the data hosted thereby.
- IT4Culture shall inform the Client, in writing beforehand, of any intended changes concerning the addition or replacement of other processors. The Client has a timeframe of 15 working days from the date on which it receives said information to object thereto. Such sub-contracting is only possible where the Client has not objected thereto within the agreed timeframe. Moreover, where IT4Culture is obliged to transfer personal data to a third country or an international organisation, under Union law or member State law to which IT4Culture is subject, the latter shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. If the transfer is conducted to a country which is not under Union law, IT4Culture shall carry out the formalities required by the European supervisory authorities. The sub-processor is obliged to comply with the obligations hereunder on behalf of and on instructions from the Client. It is the initial processor’s responsibility to ensure that the sub-processor provides the same sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing meets the requirements of the General Data Protection Regulation. Where the sub-processor fails to fulfil its data protection obligations, IT4Culture remains fully liable with regard to your organisation for the sub-processor performance of its obligations.
- Exercise of data subjects’ rights:
- IT4Culture shall assist the Client, insofar as this is possible, for the fulfilment of its obligation to respond to requests for exercising the data subject’s rights: right of access, to rectification, erasure and to object, right to restriction of processing, right to data portability, right not to be subject to an automated individual decision (including profiling).
- Where the data subjects submit requests to IT4Culture to exercise their rights, IT4Culture must forward these requests as soon as they are received by email or postal mail to the Client, within a timeframe of 30 calendar days.
- Notification of personal data breaches: IT4Culture shall notify the Client of any personal data breach not later than 30 calendar days after having become aware of it and via email or postal mail. Said notification shall be sent along with any necessary documentation to enable the Client, where necessary, to notify this breach to the competent supervisory authority.
- Security measures:
- Through (the) agreement(s) with its sub-processor(s), IT4Culture undertakes to implement sufficient technical and organisational measures in such a manner that the ongoing confidentiality, integrity, availability and resilience of processing systems and services are guaranteed.
- The Agreement between the Client and IT4Culture includes a description of measures aimed at restoring the availability and access to personal data in a timely manner in the event of a physical or technical incident.
- Fate of data:
- At the end of the Service bearing on the processing of such data, IT4Culture undertakes to destroy all personal data processed hereunder.
- IT4Culture gives the Client the possibility to export these data from the Service, in particular from the ‘Contacts’ module. The Client acknowledges that this functionality exists from the implementation of the Service onward.
- IT4Culture provides the Client with assistance in this data recovery.
- Once destroyed, IT4Culture must demonstrate, in writing, that this destruction has taken place.
- Record of categories of processing activities: At any time, IT4Culture is able to provide the following information regarding processing activities:
- The name and contact details of the controller on behalf of which IT4Culture is acting, and any other processor(s).
- The categories of processing carried out on behalf of the Client.
- Where applicable, transfers of personal data to a third country or an international organisation.
- Where possible, a general description of the technical and organisational security measures:
- The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services.
- The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident.
Appendix 1 – Article 4. Controller’s obligations with respect to the processor
The Client undertakes to:
- Provide IT4Culture with the data mentioned in Appendix 1 – Article 2. Description of the processing being subcontracted out.
- Data subjects’ right to information: It is the Client’s responsibility to inform the data subjects concerned by the processing operations at the time data are being collected (for example via a clause inserted in employment contracts).
- Document, insofar as this is possible (for example thanks to emails or an issue tracking system) any instruction bearing on the processing of data by IT4Culture.
- Ensure that sufficient prudence and security measures are enforced to prevent the violation of personal data (theft, disclosure, alteration…).
- Ensure, before and throughout the processing, compliance with the obligations set out in the General Data Protection Regulation on IT4Culture and on the Client’s part, in particular on aspects relating to the lawfulness of the processing.
Between IT4Culture, who collects data on the Website during the subscription process, on the one part; and the Administrator who addresses a subscription request for the Service on behalf of the Client on the Website, on the other part.
Appendix 2 – Article 1. Parties processing data
In the meaning of the General Data Protection Regulation, IT4Culture is the processing controller for the data collected on the Website’s subscription form.
The only sub-contractor is the third-party professional managing the server infrastructure.
Appendix 2 – Article 2. Concerned categories of data
The personal data collected and stored via the online subscription form all relate to the person of the Administrator. They can be categorised in two types:
- Those whose purpose is to create the Client’s first access to the Service : first name, last name, email address.
- Those meant to qualify the Administrator as an individual interlocutor, for market analysis purposes : position in the organisation.
These data do not constitute sensitive data in the meaning of the General Data Protection Regulation, and do not belong to a type of data requiring a particular attention in their storage and use – like would be the case for data regarding a person’s health, or if data were aggregated in large-scale for targeted marketing purposes. (Source CNIL ).
Annexe 2 – Article 3. Access to and communication of personal data
The only persons who can access the data concerned by the present appendix are:
- Members of IT4Culture’s technical team involved in the initialisation of the client environment for the Service.
- Members of IT4Culture’s administrative team involved in the follow-up of the trial period, and in the setting up and monitoring of payment and invoicing.
This data are neither communicated to other teams from IT4Culture, nor to any interlocutor outside the company. They are not hosted outside the European Union.
Annexe 2 – Article 4. Length of conservation
The data concerned by the present appendix are conserved for two full years, starting:
- On the day of their collection, if the trial period has not been followed by a paying subscription to the Service.
- On the last day of access to the Service, if the subscription has effectively started following the trial period.
On the day the present General Terms are published, the Service is in a beta phase. The purpose of this conservation is to be able to electronically communicate with the Administrator, even if the trial period or the first trial by the Client is over – especially to inform him or her of additional versions being released.
Annexe 2 – Article 5. Right of access, to rectification and erasure
IT4Culture offers the Client the same possibilities of access, rectification and erasure than for personal data mentioned in Appendix 1, in Article 3. Processor’s obligations with respect to the controller. These rights are exercised according to the same procedure.
Annexe 2 – Article 6. Modification of the nature of processed data or of processing activities
IT4Culture applies to any modification to the present appendix, the same procedure to inform the Client that for other substantial changes in the present General Terms, such as the ones regarding financial terms – see Article 9. Financial terms.