Terms and conditions

General Terms of Sale, Subscription and Use

 

ARENGI Services provides in particular a service of implementation and management of risk management devices, through the Arengibox website (arengibox.com) and its related domains.

 

  1. Definitions

 

For the purpose of interpreting and performing these General Terms, the words and expressions indicated below have the following meanings, when they begin with a capital letter:

User: private individual or legal entity having subscribed to the Services offered by Arengi and who is up to date with the payment of the subscription.

ARENGI Services: The company ARENGI Services, French société par actions simplifiée (simplified joint-stock company) with share capital of €10 000, whose registered office is located in Paris (75009), 30 boulevard Haussmann, registered under the number 808 654 883 rcs Paris.

g.t.s.”: these General Terms of Sale, Subscription and Use.

Agreement” or “Subscription”: The actual subscription to the Services and these g.t.s., and any amendment, substitution, extension or renewal made to this document as agreed by the Parties;

Parties”: the User and ARENGI Services

Price”: the unit value of a Service; this value is a tax-exclusive amount. The Prices for each Service are indicated on the Arengibox Website.

Service”: any service available for subscription on the Arengibox Website, i.e.: - Arengibox Risk starter - - Arengibox Risk Analyst - - Arengibox Risk Manager.

These Services differ from each other depending, in particular, on the functionalities available, the risk referential provided, the advice, assistance, data hosting, risk analysis, personalisation of the tool, content sharing (community) and price.

Arengibox Website”: website of Arengibox online services available at the address: www.arengibox.com.

Domain”: all of the URLs used to provide the Arengibox services. By default, the domain is “.arengibox.com”.

References to Articles are references to articles in this Agreement, unless otherwise indicated. Any reference to the singular form includes the plural form and vice versa. Any reference to a gender includes the other gender.

 

  1. Purpose

 

These g.t.s. aim at defining the Parties’ rights and obligations in relation to the subscription to the Services offered for sale by ARENGI Services to the User.

 

  1. Scope of application

 

The User and ARENGI Services agree that their relations are governed exclusively by these g.t.s., with the exclusion of any other terms, in particular the User’s General Terms of Purchase, except for the application of any mandatory overriding terms in the French Code of Public Procurement Contracts.

The g.t.s. are those in force on the date of the subscription and previously available on the Arengibox Website. ARENGI Services reserves the right to amend the g.t.s. at any time by publishing a new version on the Arengibox Website which will be binding on the User one (1) month after its publication.

 

By validating the online subscription form, the User acknowledges that it has the capacity to commit in accordance with the terms and conditions of the g.t.s., on its own behalf and/or on behalf of the legal entity that it represents, and in whose name the subscription has been made.

 

The subscription to the Arengibox Services requires the prior and unreserved acceptance of all of the g.t.s., which the User acknowledges to have read and accepted.

 

  1. Application and Term

 

The subscription applies as from the availability of the Service by ARENGI Services.

 

The fee-paying subscription has a term of twelve (12) months – the Initial Term – tacitly renewable for a period of the same duration, unless terminated by one of the parties respecting a notice period of three (3) months or in the cases stipulated in article 13 below.

 

In the case of termination by the User during the Initial Term, or before expiry of any other consecutive contractual term, the User remains liable for the settlement of all of the monthly instalments due until expiry of the contractual term in progress.

 

  1. Price and payment terms

 

    1. Price

The price invoiced to the User, corresponding to the Service chosen, is that in force on the date of availability of the service. This corresponds to the price indicated on the Arengibox website.

 

The subscription renewal is invoiced at the price in force on the date of the renewal.

The price may be revised annually respecting a notice period of three (3) months.

 

    1. Invoicing

Invoices will be sent to the User at the email address indicated upon registration.

 

    1. Payments

Payments will be made in cash – without possibility of discount – upon receipt of the invoice, issued quarterly. The first and last instalments, if they do not correspond to a full calendar quarter, will be calculated in proportion to the number of days. Unless otherwise specifically agreed by the parties, all payments must be made in Euros. Payments are only considered as made upon actual collection by ARENGI Services.

 

    1. Late payment or Lack of payment

In the event of lack of payment on the due date of the amounts owed by the User, and without ARENGI Services being required to remind the User of the unpaid instalment, ARENGI Services will be entitled to suspend all or part of the Service provided to the User, including the User’s accessibility to the Website, until full payment of the said amounts and without prejudice to any additional compensation that ARENGI Services may claim. ARENGI Services may also claim a fixed late penalty equal to five (5) times the legal interest rate.

The User will refund all costs and expenses immediately to ARENGI Services, incurred by the latter in order to collect the amounts owed in light of these g.t.s.

 

Moreover, any User in a situation of late payment will automatically become liable in relation to ARENGI Services to a fixed indemnity for debt collection costs of 40 Euros, in addition to the late penalties already stipulated above. In the event that this amount is exceeded, an additional indemnity may be claimed on the basis of supporting receipts.

 

  1. Access and connection to the Services

 

After acceptance of the subscription taken out by the User, as a private individual or legal entity, ARENGI Services will authorise access to the Services with a code and password.

 

The User acknowledges that the access codes for the Services and the passwords are personal, confidential and may not be transferred. They are exclusively reserved for the use by the users designated by name. They may not be communicated to third parties or reused, in any way whatsoever, on the User’s premises or elsewhere, by any person other than the designated user.

 

The User accepts that the connection to the Services may be restricted by ARENGI Services which reserves the possibility to prevent access to its Website from identified terminals, for legitimate and objective reasons.

 

In the case of contest by the User sent in writing and based on objective reasons, ARENGI Services will restore the connection to the Services, from the said terminal. Its liability may not be incurred in any way whatsoever for the period during which the access to the Services is interrupted.

 

The User is exclusively responsible for the access to the Services, and the latter remains responsible for any use made of them before amendment or cancellation of the means of access.

 

ARENGI Services undertakes to implement all means enabling a reliable and quick access for the User to the Services. The User declares that it accepts the costs and limits specific to any connection to the Internet.

 

The User has been informed of the minimum specifications indicated by ARENGI Services, and ensures access to the Services in good technical conditions – equipment, software, telecommunications – in order to ensure, in particular, all saving measures and protection against any intrusions. The information contained on the Arengibox Website may be accessed 24 hours a day, 7 days a week, subject to accidental or necessary interruption to the smooth operation of the service. This interruption will not give rise to any indemnity. Assistance is available to the User, limited to the use of the Services, during the working hours stipulated by ARENGI Services.

 

As part of the Arengibox Risk Starter, ARENGI Services may suspend the service at any time with a notice period of 3 (three) months sent by email to the User.

 

  1. Obligations of ARENGI Services

 

ARENGI Services shall endeavour to ensure that the Service is made available instantly as from its confirmation of the subscription.

ARENGI Services is authorised to amend the existing infrastructure, the equipment or software used for supplying the Website when relevant in light of its expansion and/or new technologies.

ARENGI Services shall endeavour to ensure the continuity and quality of its services, with the exception of situations of maintenance and/or updating of the technical infrastructure of ARENGI Services.

ARENGI Services reserves the right to make any amendments deemed as useful to its website and the Services, at any time, without the User being entitled to claim any indemnity whatsoever in this respect.

 

ARENGI Services may be required to suspend or delete access to all or part of the Service as requested by any interested party in accordance with applicable legislation and/or as requested by an administrative or court authority.

 

ARENGI Services will consider as confidential information, in accordance with the definition in article 14-1 below, all information that ARENGI Services may receive from the User upon the subscription, use of the subscription and, more generally, use of the Services. Upon expiry of the subscription and at the User’s request, ARENGI Services undertakes to destroy and delete the confidential information, regardless of the medium.

 

  1. User’s obligations

 

Unless previously authorised in writing by ARENGI Services, the User is forbidden from:

  • Using robots, spiders, crawlers or other automatic extraction or examination processes for the infrastructure of Arengibox;

  • Publishing or transferring illegal, threatening, humiliating, libellous, obscene, hateful, pornographic or blasphemous content or any other message on or via the Website that may constitute a crime or offence, incur the civil liability, infringe legislation or encourage others to do so, or content that could be used for any purpose that infringes the law or these terms of use;

  • Using the Arengibox Website in a way that has a negative impact on the performances or functionalities of the Arengibox Website, as regards ARENGI Services, or that may have a negative effect on the users of the Arengibox Website;

  • Loading or transferring onto the website or using any equipment, software or routine that contains viruses, Trojan horses, worms, time bombs or other programs and processes aiming at damaging, interfering with or attempting to interfere with the normal operation of the Arengibox Website, or commandeering this Arengibox Website or any system, or using any means whatsoever in order to cause a saturation of the Arengibox system or infringe third-party rights.

 

  1. Warranty

 

ARENGI Services warrants that the Arengibox Services will comply substantially with their presentation on the Arengibox.com Website. In the event of a defect, ARENGI Services will endeavour to restore the services as soon as possible.

 

The User warrants and holds ARENGI Services harmless from any action, costs and expenses (including lawyers’ fees) brought by a third party on the grounds of an infringement by the Arengibox Website of a third-party’s rights or any other breach by the User of one of its legal and/or contractual obligations.

 

  1. Liability

 

The User is exclusively liable for consulting, selecting, using and interpreting the Services provided by ARENGI Services, and for the deeds and advice that it deduces from them as part of its professional use.

 

The liability of ARENGI Services may not be incurred, either in relation to third parties or the User, for the consequences of the use of the Services by the User or omissions further to faulty, partial or incorrect use, or poor use of the Services.

 

 

Consequently, ARENGI Services may not be held civilly liable, due to a specific or tacit obligation, in relation to the User or third parties for any direct or indirect damage resulting from the use of the Services, and in particular further to incorrect or incomplete information, indexing error, delay or lack of information put online on the Arengibox Website.

 

ARENGI Services may not be held liable, in any event, for any damage, of any kind whatsoever, in particular for operating losses, loss of data or any other financial loss as a result of the use or impossible use of the Services involved in these g.t.s. Moreover, no assistance provided by ARENGI Services in the use of the Services may create any additional guarantee in relation to these terms.

 

The liability of ARENGI Services is limited, all damage together, to an amount received equivalent to the annual maximum value of the Subscription, on the date of occurrence of the damage.

 

ARENGI Services will not be held liable for any delay in the performance or lack of performance of all or part of one of its obligations in accordance with the g.t.s., if the performance is made impossible by an unexpected event, force majeure event or situation beyond its control or that of its employees. Force majeure events are any events qualified as such by case law from the French courts, along with war (declared or not), terrorist attacks, in particular computing and cyber attacks, computer hacking, invasions, rebellions, embargos, sabotage, vandalism, total or partial strike, industrial disputes within or outside of ARENGI Services, civil war, storms, natural disasters, fire, epidemics, failure in transport or suppliers, in particular suppliers of electricity, heating, air conditioning, electronic communication networks, data transfers or satellites.

 

  1. Intellectual Property – Right to use and reproduce

 

All content, images and texts proposed and/or supplied by the Arengibox Services shall remain the exclusive ownership of ARENGI Services.

 

The User specifically acknowledges that it will not own any element of the Website created by ARENGI Services on the basis of the User’s specifications, as ARENGI Services maintains all intellectual property rights attached to the said elements.

 

The subscription to the Arengibox Services does not entail any transfer of property rights of any kind whatsoever to the User.

 

All of the information and solutions to which ARENGI Services gives access as part of the Services involved in this document, directly or under licence from a third party, are protected by copyright and by database rights, in accordance with the French Intellectual Property Code.

 

The User is forbidden from using the Services for purposes other than purely internal and documentary purposes, and is forbidden from publishing, distributing or selling, in any way whatsoever, the content to which it has access and more generally from infringing the rights of ARENGI Services, directly, indirectly or via a third party, staff members or agents, in any way whatsoever.

 

The User is also forbidden from infringing the reproduction, representation and other rights held by ARENGI Services, in any way whatsoever, including in accordance with the terms of articles L.342-1 and thereafter of the French Intellectual Property Code related to databases.

 

The User may not, in any event, reproduce or represent the whole of the data contained on the Arengibox Website and in its Services.

 

It is also forbidden from any reproduction, extraction or reuse in substantial quality or quantity of the content of the database, and from any repeated and systematic extraction or reuse of unsubstantial parts in quality or quantity of the content of the Services.

 

Any other use that is not specified by the French Intellectual Property Code is subject to the prior written authorisation of ARENGI Services.

 

The obligations stipulated in these terms apply for the whole duration of the intellectual property rights of ARENGI Services and for all countries, including after termination of the Subscription.

 

ARENGI Services specifically reserves the right, without indemnity, to amend all or part of a service or its update, at any time, and where appropriate, its presentation or its medium, and to interrupt the update of a service that no longer meets with the objectives of ARENGI Services.

 

 

  1. Personal Data

 

In relation to the Agreement, the User is responsible for processing the personal data that it generates, as specified in law no. 78-17 related to IT, Files and Freedoms of 6th January 1978 (“IT and Freedoms Law”).

 

ARENGI Services undertakes to respect the terms of the IT and Freedoms Law and in particular to:

  • only collect personal data as instructed by the User in accordance with the conditions defined in the g.t.s., and exclusively in relation to the Arengibox Services;

  • take all useful precautions, with regard to the personal nature of the data and the risks presented by the processing, in order to protect the safety of the personal data and in particular to prevent it from being deformed, damaged or being accessed by unauthorised third parties;

  • take all reasonable measures to guarantee the reliability of each staff member with access to the personal data processed as part of the g.t.s.

 

The information collected may be processed by computer in particular for the purpose of managing commercial relations, contacting potential customers and drawing up statistics on the basis of the data regarding use of the Services. In accordance with law no. 78-17 of 6th January 1978 related to IT, files and freedoms, any person may obtain communication, rectification or deletion of the information about them, by writing to ARENGI Services.

 

 

  1. Termination

 

ARENGI Services reserves the right to terminate the Subscription and to withdraw access to the Services, at any time, without indemnity, in the case of breach by the User of any of the clauses indicated in these terms, and not rectified within thirty (30) days following formal notice.

 

ARENGI Services may also terminate the Subscription and withdraw access to the Services, without notice period or indemnity in the case of infringement of it by the User with clearly irreparable consequences.

 

  1. Miscellaneous terms

 

14.1 Confidential information

ARENGI Services undertakes to respect the strict confidentiality of all information, of any kind whatsoever and on any medium whatsoever, communicated by the User, when performing the terms of this agreement, except however for the information for which ARENGI Services is able to provide proof:

- that it was lawfully in its possession before receiving it from the User;

- or that it was already known to the general public on the date of signature of the subscription or later;

- or that it was communicated to ARENGI Services by a third party acting in good faith without this third party having required any confidentiality obligation about it.

ARENGI Services undertakes to take all measures to ensure that this confidentiality obligation is respected and is forbidden from disclosing, to any private individual or legal entity, either directly or indirectly, the confidential information of which it may become aware in relation to the subscription, and/or from reproducing it and/or from using it, either on its own behalf or on behalf of a third party, for purposes other than the subscription to the Services.

ARENGI Services undertakes to only communicate the confidential information received to the members of its staff taking part in the performance of this agreement, who will have been informed of the confidential nature of this information.

The undertakings made in relation to this article shall continue to apply upon expiry of the subscription for a period of five (5) years.

 

14.2 Lack of waiver

The fact that ARENGI Services does not take advantage of one of the clauses or conditions of the g.t.s. will not constitute, in any event, a waiver of this clause or a waiver of the right to invoke its lack of performance, and will not have any effect on the rights and claims of ARENGI Services in relation to the said clause.

 

14.3 Transfer

ARENGI Services may transfer and/or delegate all or part of its rights and obligations in relation to the g.t.s., without prior notification to the User.

 

The User is not authorised to transfer or assign all or part of its rights and obligations in relation to the g.t.s. without the prior written consent of ARENGI Services. Any transfer or assignment entered into by the User without the consent of ARENGI Services shall be deemed as null and void.

 

14.4 Partial invalidity

If one of the provisions of these g.t.s. should be deemed as null and void or not binding on third parties, the parties specifically agree that this will not have any impact on the rest of the agreement which shall continue to apply.

 

14.5 Notices

All notices and other communications sent in light of this agreement shall be written and sent by registered letter with confirmation of receipt, to the place of the registered office of ARENGI Services and of the User.

 

The User undertakes to inform ARENGI Services of any change of address.

 

    1. Applicable legislation – jurisdiction

The g.t.s. will be governed by French law.

Any dispute related to these general terms will be referred to the exclusive jurisdiction of the court with jurisdiction in the place of the registered office of ARENGI Services.