Condiciones Generales

Last Update: April 30, 2018

INTRODUCTION

Subscription Tech SAS (hereafter referred to as the “Company”), is registered before the Trade and Companies Register of Montpellier under number B 803 621606; with a share capital of 1000 euros and a head office located at 199 rue Hélène Boucher, 34170 Castelnau-le-Lez France. The email address is contact@proabono.com, and the phone number is +33 1 76 44 02 62.

The intra-community VAT number of the Company is the following: FR 58 803 621 606.

The Company is the owner and publisher of the website “www.proabono.com” (hereafter referred to as the “Website”).

The Website is hosted by OVH, SAS with a share capital of 10,000,000 €, located 2 rue Kellermann – 59100 Roubaix – France, phone number: + 33 9.72.10.10 .07.

The director of the publication is Olivier Moreau.

The ProAbono solution (hereafter referred to as the “Solution”) enables professional customers (hereafter referred to as the “Customer”) to use a SaaS platform to outsource tools and workflows needed to sell an online service: creation of offers, subscriptions, invoicing and automatic collection of revenue, multi-currency, multi-payment methods (hereafter referred to as “Services”).

The Customer benefits from:

• a backoffice;
• an API and webhooks for integration with information systems;
• a customer portal integrable in white label in the website to allow the Customer’s Users to subscribe to one of the Customer’s online offers, to consult/modify their information and options, and download their invoices.

The General Terms and Conditions of Sale and Use (hereafter referred to as “GTCSU”) govern the contractual relationship (hereafter referred to as the “Contract”) between the Company and Customer (hereafter referred to as individually the “Party” and jointly “Parties”).

The GTCSU includes, without limitation, our Privacy Policy at www.proabono.com/es/confidencialidad/.

The GTCSU are systematically communicated to each Customer before the signing of the Contract. Consequently, the creation of an account implies full and unreserved acceptance by the Customer of the GTCSU.

These GTCSU fully govern the relationship between the Company and the Customer. No particular condition communicated by the Customer to the Company can prevail over the GTCSU, without formal and written acceptance by the Company.

These GTCSU are regularly updated by the Company. The applicable GTCSU are those accepted by the Customer at the time of the creation of the Customer’s account or at the time of the placing of a new order (hereafter referred to as the «Order»), as the case may be.

Any reservation relating to the GTCSU by Customer shall be, in the absence of express acceptance by the Company, unenforceable to the latter, whenever it may have been brought to the Company’s knowledge.

Any provisions derogating from these GTCSU shall be the result of an express agreement between the Parties, reflected in the Order confirmed by the Company or any other document confirming both Parties’ agreement.

The fact that the Company does not, at any given time, prevail itself of any condition of these GTCSU shall not be construed as a waiver of any of these conditions at a later date.

Customer acknowledges that Customer benefits from the quality of professional under the French Code of consumption and that Customer cannot, in no case, benefit from the quality of “consumer” or “not professional”.

Before any use of the Website, Customer must ensure that Customer benefits from technical and computing means to use the Website and to order the Services on the Website and that the browser allows a safe access to the Website.

Customer must also make sure that the computer set-up of its material/equipment is in good state of operation and does not contain any virus.

1. DEFINITION

1.1. “Order(s)” means the order(s) of the Solution and the Services made by an authorized representative of Customer on the basis of the offer of subscription available on the Website.
1.2. “Contract”: means the contract formed by the GTCSU, the Order and all documents referring expressly to the GTCSU duly and expressly signed by the two Parties.
1.3. “Party(s)” indicates individually or collectively the Company and the Customer.
1.4. “Anomaly”: means any failure, incident, malfunction, incompatibility, bug or blockage, defect, insufficiency, degradation of performance, and non-compliance with the uses and/or rules of art, affecting all or part of the Solution, and prohibiting a normal use.
1.5. “Data”: means the all information, publications and, of general manner, the data of the Customer.
1.6. “Evolution”: means any functional or technical evolution of the Solution requiring additional developments.
1.7. «User»: means any employee or operator operating in the ProAbono solution on behalf of the Customer.
1.8. “Login”: means the specific term by which each User will identify himself to connect to the Solution. Login will always be accompanied by a password specific to User.
1.9. “Confidential information”: means any information, in any form whatsoever, disclosed by a Party to the other Party in connection with the Contract, whether before, during or after its execution.
1.10. “Solution”: indicate the platform SaaS ProAbono created and developed by the Company.
1.11. “Update”: refers to successive versions of all or a part of the Solution, including:
– Corrections of possible Anomalies and/or an improvement of the existing functionalities and/or performances,
– Modifications made necessary by the evolution of the operating systems and/or the technical environment.
1.12. “New Versions”: means new versions of the Solution made by the Company integrating Updates made since the previous version of the Solution and/or including major evolutions and/or corrections and/or the addition of new functionalities.

2. ORDER AND CONCLUSION OF CONTRACT

2.1 For very first Ordering of an offer of subscription of the Company, Customer shall follow a procedure of creation of account indicated on the Website, where Customer will be asked to accept the GTCSU expressly by checking the validation box of the GTCSU.
2.2 Customer shall then place the Order.
2.3 If Customer does not ask for a personalized offer, the Customer has the possibility to modifying the Order and to correcting possible errors before the acceptance of the Order.
2.4 After having accessed to the summary of the Order, Customer confirms the acceptance of the Order by clicking on the icon of validation of the Order. The words » order with obligation to pay » shall appear next to the order confirmation icon to ensure that the Customer explicitly acknowledges the obligation to pay the Order.
2.5 After acceptance of these GTCSU and validation of the Order, the Contract is validly concluded between the Company and the Customer and irrevocably engages them.
2.6 E-mail of confirmation of its request for Order will then be sent to Customer.
2.7 The Company recommends that Customer retains the contained information in the confirmation of its request for Order, established by the Company, on paper or digital support, as well as the present GTCSU.
2.8 Orders made by Customer are firm and irrevocable, and are subject to the present GTCSU.
2.9 Any fraudulent or presumed Order shall be considered by the Company to be null and void.
2.10 Unless otherwise agreed in the Order, the Contract shall be deemed to have been made and shall become effective between the Parties on the date of receipt by the Company of the Customer’s Order issued on the Website.
2.11 No change or modification of the Contract shall be taken into consideration unless it has been accepted in writing by the Company.
2.12 This provision can not be replaced by a verbal agreement.

3. SCOPE OF USE OF SERVICES

3.1 The Services offered through the Solution, granted under the Contract and for its duration, allows Customer to use the Solution in accordance with its destination and for its own purposes.
3.2 Access to the Services is limited to the number of Users provided for in the subscription Order.
3.3 In the event that Customer wishes to increase the number of Users, Customer could do so by himself by indicating the number of Users desired. This request of new Users will be subject to a new pricing.
3.4 Customer shall notify the Company in writing that Customer shall use the Solution for additional users provided for in a new Order.
3.5 It is expressly agreed that Customer shall not be entitled to correct any Anomalies of any kind whilst the Company reserves the right to do so.

4. ACCESS TO SOLUTION

4.1 Customer shall access the Solution using a Login communicated to Customer for each User by the Company and a password defined by the User.
4.2 The Customer’s Users will use the Login and password that will have been communicated to them at each connection to the Solution.
4.3 Logins and Passwords are intended to reserve access to the Solution to the Customer’s Users, to protect the integrity and availability of the Solution, as well as the integrity, availability and confidentiality of the Customer data as transmitted by Users.
4.4 Logins and passwords are strictly personal and confidential. They can only be changed at the request of Customer or at the initiative of the Company, subject to prior notice to Customer.
4.5 Customer undertakes to make every effort to keep Logins and passwords secret, not to disclose them in any form whatsoever and to modify them regularly to ensure their security and confidentiality.
4.6 Customer is entirely liable for the use of the Login and for the guard of the password.
4.7 In the event of loss or theft of one of the Logins and passwords, Customer shall inform the Company as soon as possible, and the Company shall provide to Customer new Logins and password to access the Solution.
4.8 In the event Customer breaches the security of Logins and passwords, Customer shall be liable for any damages resulting from this breach of security and shall not engage the Company’s liability.

5. SCOPE OF THE RIGHTS OF USE OF THE SOLUTION

5.1 The Solution provided hereunder remains the exclusive property of the Company. Consequently, Customer acquires from the Company, as a result of the Contract, only a non-exclusive, non-transferable and non-sublicensiable license to use the Solution during the subscription period.

5.2 Right of use
5.2.1 Company hereby grants Customer access to the Solution and therefore a non-exclusive, non-transferable and non- sublicensiable right to use the Solution and Services.
5.2.2 This right of use is valid for :
– both for the version available on the day of the Order and for all Evolutions, Updates and New Versions of the Solution,
– for the duration of the Contract,
– for the exercise by the Customer of all his activities,
– for Users.

5.2.3 Notwithstanding the foregoing, this Contract does not grant Customer any intellectual property rights in the Solution, which remains the sole and exclusive property of the Company.
5.2.4 Customer undertakes to respect the proprietary notices appearing on the Solution, the Services or the media.
5.2.5 In the event that Customer wishes to modify any of these conditions of use, Customer shall obtain the Company’s prior express consent.
5.2.6 In the event of a merger or partial transfer of assets to Customer, the benefit of this right to use the Solution shall be automatically extended to the activities taken over.
5.2.7 In addition to the rights granted herein and without prejudice thereto, Customer is not authorized hereunder to:
– sell, resell, host, transfer or outsource access to the Solution;
– assign, transfer or otherwise distribute the Solution;
– modify the Solution and / or merge all or part of the Solution into other computer programs;
– remove, obscure or otherwise alter any proprietary notices associated with the Solution;
– use the Solution or permit the use in any way or for any purpose that is not expressly permitted by this Contract;
– exceed the maximum number of Users provided for in the Contract covered by this Contract;
– copy (except for backup purposes), use, reproduce, distribute, republish, download, display or transmit in any form or by any means whatsoever the Solution except as expressly permitted by the Contract;
– use the Solution to develop a competing product, particularly in Open Source; And
– use the Solution beyond the term of this Contract.

6. OBLIGATION OF THE PARTIES

6.1 Company’s obligations
Within the framework of the present GTCSU and the execution of the Contract, the Company undertakes to give itself all the necessary means and to make every effort so that the Customer accesses and uses the Solution according to the rules of the art. This obligation can not constitute an obligation of result, the Company being subject to an obligation of means.

6.2 Customer’s obligations
6.2.1 About the Website:
Customer agrees that Customer only uses the Website for its personal use, in accordance with these GTCSU. In this regard, the Client agrees to abstain to:
– use the Website in any illegal manner for any illegal purpose or in any way incompatible with these GTCSU;
– sell, copy, reproduce, lease, lend, distribute, transfer or sublicense all or part of the content on the Website or to decompile, reverse engineer, disassemble, modify, display in readable form discover any source code or use any software that activates or includes all or part of the Website;
– attempting to obtain unauthorized access to the Website’s computer system or engaging in any activity that is disruptive, degrading, or interfering with performance or impairing the functionality of the Website;
– use the Website for abusive purposes by intentionally introducing viruses or other malicious programs and attempting unauthorized access to the Website;
– to infringe the Company’s intellectual property rights and/or resell or attempt to resell the Website to third parties;
– to denigrate the Website and the Company on social networks and any other means of communication;
– to use the Website contrary to the Company’s directives and to infringe the rights of third parties.

6.2.2 Concerning Services and the Solution:
– Customer expressly declares having received from the Company all information and advice necessary for the use of the Solution and the Services and waives the right to seek the Company’s liability thereupon.
– Customer undertakes to cooperate closely with the Company and provide all information, documentation, services and all means necessary for the realization of the Services and the supply of the Solution and undertakes to make available to the Company all elements enabling Customer to fulfill his obligation, including dedicated staff and a privileged interlocutor.

– Customer also undertakes to notify the Company, as soon as possible after Customer has become aware of any event or fact likely to delay, disrupt, modify and more generally disturb the performance of the Contract.
– Before each intervention of the Company on the Solution, Customer undertakes to carry out all the backup procedures necessary to the protection and the backup of its data, programs and computer files.

7. PRICES

7.1 The Company’s pricing conditions for the supply of the ProAbono Solution are set forth in the subscription offers on the Site and summarized in the Order. The prices are given as an indication and are therefore subject to variation. The price charged is the one in effect at the time of the Order.

7.2 The prices are expressed and payable in Euros and are expressed VAT and any other tax excluded, Customer being responsible for the payment of the said taxes.

8. CONDITIONS OF PAYMENT

8.1 Subscription to the Solution is invoiced to Customer on a monthly basis or on an annual basis payable in one installment, in accordance with the Order. Payment shall be made by direct debit : credit card or SEPA mandate.
8.2 Taxes: Customer shall to pay all taxes applicable to this Contract. Accordingly, Customer shall assume and pay at its own expense all costs, charges, duties and taxes that may arise from or related to the conduct of its own activities and shall indemnify the Company in the event of any claim on all such costs, charges, duties and taxes.

9. PENALTIES

9.1 In case of non-payment, any amount due will incur penalties for delay. They run from the day following the due date on the invoice and until the day of actual and full payment. The rate of penalties for delay is set at ten (10)% of the amount of the overdue invoice. These late payment penalties are due by law and without any recall by the Company being necessary.
9.2 Customer shall also be automatically liable for a minimum lump sum payment of forty (40) euros in sums owed by Customer to the Company.
9.3 In addition, in case of late payment, the Company reserves the right to suspend or postpone the execution of the Order whose payment is delayed.

10. TRADE MARKS AND NAMES

10.1 Any use by Customer of the company names, marks and distinctive signs belonging to the Company is strictly prohibited except in the case of prior express agreement of the Company. In the event of prior express consent of the Company, the Company shall grant Customer a strictly personal, non-exclusive and non-transferable right to use its corporate names, trademarks and distinct signs throughout the world and for the entire duration of the Contract.
10.2 The Company is authorized to use the name/brand of Customer in the course of its business for commercial promotion purposes.

11. WARRANTIES

11.1 The Company guarantees that the Solution is provided substantially in accordance with the Order.
11.2 Unless otherwise expressly provided by law, all other warranties, express or implied, are excluded.
11.3 The Company is not liable for any warranty, in particular if Customer has modified or caused the Solution to be modified or used solutions other than the ProAbono Solution provided by the Company without its prior written consent.

11.4 Eviction Guarantee
11.4.1 The Company warrants Customer against any action, claim or objection by any person claiming an intellectual property right which the provision of the Solution would have infringed, provided that Customer shall inform the Company as soon of as any claim or proceeding brought or commenced for such reason, whether by judicial or extrajudicial means.
11.4.2 Customer undertakes to bring to the Company all documents and information in its possession as well as all the assistance required which may be necessary for its defense.
11.4.3 In the event of a proven infringement of the rights of a third party, the Company may, at its option:
– obtain any license or authorization to enable Customer to continue to use the Solution;
– provide an alternate solution enabling Customer to use the Solution in accordance with the Order;
– if neither of the two options is feasible, reimburse Customer for the sum paid for the subscription, minus amounts already paid by Customer for the period of actual use of the Solution.
11.4.4 The Company shall have no obligation to indemnify or otherwise perform any infringement action arising out of (a) any use of the Solution other than in accordance with the Contract, (b) a combination of the Solution with other services or materials not supplied by the Company.
11.4.5 Regarding the data or documents used by the Company in connection with the provision of the subscription, Customer guarantees the Company all consequences or suites damages that the Company would have to incur in respect of the use of third parties’ data or documents against any action by a person claiming an intellectual property right or based on a request for unfair competition and / or parasitism on such data or documents.

12. RESPONSIBILITY

12.1 Customer is solely responsible for the quality, legality, relevance of the computer files, Data and more broadly of all contents transmitted in the context of the use of the Solution.
12.2 Customer guarantees, if necessary, to be the holder of the intellectual property rights enabling Customer to use the said contents.
12.3 The Company ‘s liability is limited to direct damages resulting from a proven defect of the Solution or violation of the Contract.
12.4 In no event shall the Company be liable for indirect, incidental or consequential damages in particular, the cost of obtaining a substitute solution, loss of profits, data or periods of immobilization, whether its liability is contractual or tortious or based on the warranty set forth in Article 11 above and whether or not it has its basis in the use or operation of the Solution even if the Company has notified the Customer of the possibility of such damage .
12.5 The Company can not be held responsible for the breach of the Contract in case of force majeure event as defined by the caselaw of the French courts and in case of damage by a third party or attributable to misuse or unauthorized use or non-conformed use by the Customer of the Solution in violation of the Company’s instructions or the rules of the art.
12.6 The Company can not be held liable if the use of the Solution is altered by malfunctions of the Internet, the Customer’s server, Customer’s IT department, or any malfunction that is caused by Customer or for any malfunction resulting from a task performed by the Customer’s teams. In particular, and without this list being exhaustive, the Company may not be held responsible for interruptions of the Solution or for damages related to:
– Fraudulent intrusion or maintenance through the use of the Solution or the illicit extraction of Data, in spite of the implementation of the security means in conformity with the current data of the technique and known by Customer, the Company does not bearing an obligation of means with regard to the known techniques of security;
– the nature and content of the information and data created and / or communicated by Customer;
– A delay in the routing of information and Data when the Company is not responsible for the delay;
– More generally, the Company can not be held liable for data, information, results or analyzes from a third party, transmitted or received through the use of the Solution made available to Customer.
12.7 The Company shall not be liable for any damage, loss, use or abuse in the use of login credentials or passwords or connection keys which are the responsibility of Customer and the Users.
12.8 Customer shall implement its own information systems security policy and is liable for its application and operation, as well as for the Users, employees, trainees, service providers, consultants.
12.9 The limitations and exclusions of liability set forth above will apply regardless of the form or source of the action and regardless of any obligation under this Contract.
12.10 Finally, except in the case of bodily injury or death, and except in the case of gross negligence or willful misconduct causing proven direct damage or failure to fulfill an essential obligation under the Contract, Customer acknowledges that the Company’s liability is limited to the amount paid for the Order in question.
12.11 In the event of any breach by the Company of its obligations (default or execution), Customer must notify the latter within fifteen (15) working days of the discovery of the failure, by registered letter with acknowledgment of receipt. Failing that, the default shall be considered as unenforceable to the Company.
12.12 Customer declares that Customer is aware of the characteristics and limitations of the Internet, in particular its technical performance, the response times for consulting, interrogating or transferring data and risks related to communications security. The risk of data corruption or destruction by viruses within the network is limited by antivirus software. It is Customer’s liability to protect himself against these risks.
12.13 Customer is solely responsible for the information provided to the Company. To this end, Customer undertakes to communicate valid, adequate and up-to-date information.
12.14 The Company does not internally store the Customer’s end customers’ data. The Company shall retain only an extract of the Customer’s banking information.
12.15 Finally, Customer is solely responsible in the relations with its own customers.

13. DURATION – RENEWAL – TERMINATION

13.1 This Contract shall take effect from the date of the Order being placed by Customer («anniversary date») for a period of one (1) month in the case of a monthly subscription or for a period of one (1) year in case of annual subscription (hereinafter the «Initial Period»). The duration of the Contract is specified in the Order.
13.2 The Contract shall be tacitly renewed, for periods of one (1) month in the case of a monthly subscription or for periods of one (1) year in the case of an annual subscription as from the anniversary date of the Contract.
13.3 Any month begun remains due to the Company, even for the annual subscription, any year paid remains due, the early termination of the Contract in the current year can not give rise to a refund pro rata.
13.4 The monthly subscription may be terminated by Customer within a period of one (1) month prior to the anniversary date of the Contract.
13.5 The annual subscription can be canceled by Customer within a minimum notice period of three (3) months preceding the anniversary date of the Contract.
13.6 The Company may terminate the Contract in the event of a breach by Customer of its obligations under the Contract, not repaired within fifteen (15) days of notification by the Company of such default by registered letter with acknowledgment of receipt, irrespective of the possibility for the Company to claim for the payment of damages.
13.7 The Company reserves the right to terminate access to the Solution temporarily or to terminate the Contract when the Client conducts suspicious actions and / or attempts to damage the integrity of the Services provided, for example – without this list is limited to:
– issuing requests for password recovery within a short period of time;
– attempting to inject content into the Solution via forms, pages, URLs, APIs, in order to harm the Solution and/or Services and/or access unauthorized data ;
– issuing a large number of requests in the API within a short period of time resulting in monopolizing the resources of the Services.
If such actions are found, the Company will contact by e-mail Customer to inform him that its access to the Services is cut off and the reasons for this cut. The cut-off time for access to the Services will not be refunded by the Company.
13.8 In the event of termination of this contractual relationship for any reason whatsoever, Customer agrees to cease all use of the Solution and has carried out all necessary backups of Data. When the Contract ends and is not renewed or when it is terminated, either at the origin of Customer or the Company, the Customer’s Data (including data from its own customers, billing, subscription and payment) will be removed from the Solution. It is therefore up to Customer to safeguard its Data regularly and in particular those of invoicing in accordance with articles 289 and following of the General Tax French Code. On request, Customer may have an extension of the data backup time. Customer can extract its data by himself using the API.

14. INSURANCE

14.1 Each of the Parties undertakes to maintain in force, throughout the term of the Contract, an insurance policy which guarantees damage to its property and personnel to a notoriously solvent insurance company, a policy covering his professional liability in order to cover the financial consequences of bodily injury, material damage and intangible damage caused by any event and which would be the result of its collaborators and / or potential partner at the time of execution of the contract.

15. PERSONAL DATA

15.1 The Parties undertake to collect and process any personal data in compliance with any applicable regulations applicable to the processing of such data, and in particular the French Data Protection Law (“Loi Informatique et Libertés”) n° 78-17 dated January 6, 1978 as amended about the protection of personal data.
15.2 Under the French Data Protection Law, Customer has the status of data controller and the Company has the status of data processor, acting in the name and on behalf of Customer.
15.3 Customer warrants to the Company that Customer has fulfilled all the obligations incumbent upon Customer under the French Data Protection Law and that it has, in particular, informed persons concerned of the use made of such personal data. In this respect, Customer guarantees the Company against any recourse, complaint or complaint from a person whose personal data are reproduced and hosted via the Solution.
15.4 Customer, as data controller, alone determines the purpose of collecting the personal data collected, transferred and stored via the Solution, as well as the means for collecting it.
15.5 Consequently, Customer undertakes to carry out all formalities (including all declarations and requests for authorization) necessary for the collection and processing of the personal data collected, in particular from the CNIL, and more generally to comply with the French Data Protection Law and guarantees the Company in this respect.
15.6 The Company may provide support and assistance services to Customer regarding the data of Customers’ final clients, but under no circumstances will the Company process such data outside the control of Customer.
15.7 In order for Customer to comply with the provisions of Article 34 of the Data Protection Act (“Loi Informatique et Libertés”), the Company undertakes to make its best efforts to preserve the security of personal data and information and in particular to protect them against any destruction, accidental or unlawful, accidental loss, alteration, dissemination or unauthorized access, in particular where the processing involves transmission of data in a network as well as any other form of unlawful processing or communication to unauthorized persons.
15.8 In addition, Customer is informed that its Data is hosted on Microsoft Azure servers located in Ireland (European Union).
15.9 The Company undertakes to communicate to Customer the occurrence of any security breaches with direct or indirect consequences on the processing, as well as any complaint that would be addressed to Company by any person concerned by the processing carried out under the Contract. Such communication shall be made as soon as possible.
15.10 The Parties undertake to cooperate with the competent authorities for the protection of personal data, in particular in the event of requests for information which may be addressed to them or in case of control.
15.11 Finally, Customer is informed that Customer has the right to access, rectify, modify and delete his personal data, as well as a right of objection for legitimate reasons, collected by the Company. Customer may exercise those rights by contacting the Company at the following address: 199 rue Hélène Boucher 34170 Castelnau-le-Lez France.

16. HOSTING OF CLIENT DATA

16.1 The Company has the quality of hoster within the meaning of Article 6 of the French Law for Confidence in the Digital Economy (“Loi pour la Confiance dans l’Economie Numérique”) dated June 21, 2004.
16.2 As such, the Parties agree that the Data hosted, stored by the Company on behalf of or on Customer’s initiative are and remain the property of Customer.
16.3 The Company can not be held liable for the Customer Data and the personal data of the Customer’s final clients which are collected and processed by the Company.
16.4 In the event of notification of the existence of a manifestly illicit content hosted by the Company, the Company may act promptly to delete this content.
16.5 Customer grants to the Company, as necessary, a non-exclusive, worldwide, free and non-transferable license to host, cache, copy, display, modify, in order to ensure the execution of the Services
16.6 This license will terminate automatically upon termination of this Contract.

17. APPLICABLE LAW

17.1 The Contract is governed by the French Law. The parties expressly agree that the Vienna Convention on the International Sale of Goods dated 11 April 1980 is not applicable to the Contract.

18. TERRITORIAL JURISDICTION

18.1 The courts of jurisdiction of the Court of Appeal of Montpellier, notwithstanding plurality of defendants, shall have jurisdiction to hear disputes of all kinds or disputes relating to the interpretation or performance of this Contract, unless the Company prefers to seize any other court of competent jurisdiction.

19. REFUSAL

19.1 The Company reserves the right not to accept an Order from Customer when the Company has already encountered payment problems (non-payment or late payment) with Customer for one or more previous Order(s).

20. FORCE MAJEURE EVENT

20.1 The Parties agree to recognize as a force majeure event any event that meets the criteria defined by the caselaw of the Court of Cassation pursuant to Article 1218 of the Civil Code. It is understood that force majeure can not be invoked for a delay in payment or non-payment by the Client.

21. GENERAL PROVISIONS

21.1 Previous documents or other agreements
The Contract supersedes any other prior written or oral agreement in connection with the same subject matter, except the Order and prevails over any contrary provision that may be contained in the documents emanating from the Client.

21.2 Autonomy of clauses
If any provision of these GTCSU or their application to any person or circumstance is deemed void, such nullity shall not affect any other provisions or applications of these GTCSU, which shall remain in force separately from the provision found to be void. To this end, the provisions of these GTCSU are declared autonomous.

21.3 Assignment
The Contract shall be concluded intuitu personae. Customer may not assign or transfer any or all of the rights and obligations of this Contract, whether as part of a temporary assignment, a sublicense, or any other contract providing for the transfer of such rights and without the prior written consent of the Company.

21.4 Notification
Any notice must be given in writing and must be delivered personally or sent by registered letter with acknowledgment of receipt or by extrajudicial act to the address indicated in the Order.

21.5 Language of Contract
This English translation of The General Terms and Conditions is for informative purposes only. The original version in French is available at: https://www.proabono.com/fr/conditions-generales/ . In case of contradiction, only the French version shall prevail between the Parties.