GENERAL CONDITIONS OF USE (CGU)
GENERAL CONDITIONS OF SALES (CGV)
SERVICE LEVEL AGREEMENT (SLA)

KA-Group – MAGILEADS specializes in the provision of IT services in SaaS mode. The list of IT services and applications likely to be made available to the Client has been brought to their attention on the company's website, www.magileads.com or when sending a commercial proposal.

The services offered by MAGILEADS are accessible remotely, via the Internet.

The Client wishes to use an external IT solution for the specific needs of his business.

In witness whereof it is agreed and decided as follows:

Glossary

URL address: Set of data allowing access to Internet information on a web browser. It contains in particular the name of the server and the path to the document.

Applications: Refers to all programs and software solutions made available to the Customer in SaaS mode.

Customer: Any natural or legal person, signatory of these general conditions of sale.

Contract: Contract means this document.

Data: Refers to all of the Client's information and data generated by the implementation of applications or processed by them.

Customer area : Secure area on the website www.magileads.com , accessible only to MAGILEADS customers, allowing access to their personal data, downloading their quotes and invoices, and making payment.

Internet: Refers to all interconnected networks, which are located in all regions of the world.

SaaS: Software as a service is a concept consisting of offering a subscription to software provided “as a service”, rather than purchasing a license.

Services: Refers to all the services and software solutions that MAGILEADS undertakes to provide to the Client in execution of the Contract.

Solution: “IT solution” or “Software solution” refers indifferently to the services, software and infrastructure made available to the Customer.

Article 1: object

These General Conditions of Sale apply to all services concluded by MAGILEADS with its professional customers, regardless of the clauses that may appear on the Customer's documents, and in particular its general purchasing conditions.

The contract is made up of the following contractual documents, presented in hierarchical order of decreasing legal value:

• The general conditions of sale and service;
• Any subsequent amendment to this contract

In the event of a contradiction between one and/or more provisions appearing in one of these documents, the higher ranking document will prevail.

Any contrary stipulation appearing on any other document is deemed unwritten (email, fax, etc.). It is understood that any modification, in particular handwritten, whether it concerns an essential element or not, or whether it consists of the addition or deletion of any element whatsoever, must be expressly accepted in writing by the parts.

Article 2. Duration of the contract

These General Conditions of Sale and Service come into force as of January 1, two thousand and twenty-two (01/01/2022) for an indefinite period.

Article 3. Commercial proposal

It is up to the Customer to be exhaustive in stating their own needs, to assess their suitability for the software solution, and to ensure that they have the necessary skills to use it.

The Client acknowledges having been informed of the need to be assisted by MAGILEADS or any other professional of their choice, in order to assess their needs and to be able to use the SaaS Solution according to the conditions referred to herein.

Article 4. Order

Sales are deemed perfect after establishment of a commercial proposal and express written acceptance of the Customer's order by MAGILEADS.

When the customer places his order on the Internet, the sale will be complete when MAGILEADS acknowledges receipt to the Customer of the Order Form completed online and payment.

All requests for modification and addition of services to an order will only be validated upon express written acceptance of the parties.

Cancellation of the order by the Customer after its acceptance by MAGILEADS, for whatever reason, will result in full invoicing of the service, as damages, in compensation for the loss.

Article 5. Price

The services offered by MAGILEADS are provided at the prices in effect when the order is registered by MAGILEADS, according to the commercial proposal established by MAGILEADS. Prices are expressed in Euros excluding tax. Prices will be revised at each annual deadline depending on the evolution of the index Syntec.

Article 6. Payment conditions

Payment terms may differ depending on the service provided.

The deposit is due on the day the order is placed, the balance is due on the day the invoice is issued.

When a schedule is included in the commercial proposal, the price is payable in several installments, in the forms and deadlines set by the schedule.

An invoice is drawn up by MAGILEADS and given to the Customer, or made available to him in the Customer Area, upon provision of the services ordered.

No discount is granted by MAGILEADS.

Any disagreement concerning invoicing and the nature of the services must be expressed by post to the attention of the Accounting Department, located at 40 rue de plaisance, 75014 Paris, or by email to the address compta@magileads.com within a period of time. one (1) month after issuance of the purchase order or invoice concerned.

Payments made by the customer will only be considered final after effective collection of the sums due by MAGILEADS.

In the event of late payment of the sums due by the Customer appearing on the commercial proposal and/or on the invoice, late payment penalties will apply, in addition to a fixed compensation, in application of the decree No. 2012-1115 of 02/10/2012, for recovery costs of 40 EUR.

As a penalty clause, any failure to pay will result in the payment, without prejudice to any other remedy, of 15% of the amounts due and remaining unpaid.

These penalties will be acquired automatically and automatically by MAGILEADS, without any formality or prior notice.

Any delay will also result in the immediate payment of all sums owed by the Client, without prejudice to any other action that MAGILEADS may be entitled to take, in this respect, against the Client.

In addition, MAGILEADS reserves the right, in the event of non-compliance with the payment conditions appearing above, to suspend or cancel the provision of services ordered by the Client and/or to suspend the execution of its obligations. The suspension of a service does not result in the suspension of its billing.

Article 7. Long-term commitment and renewal

MAGILEADS services are subject to a one (1) year commitment unless otherwise stated in the commercial proposal accepted by the Client.

The subscription will then be tacitly renewed for successive periods of one (1) year, unless terminated by the Customer under the conditions provided herein.

Upon renewal, the applicable taxes and rates will be those in effect on the day of renewal.

Article 8. Delivery

MAGILEADS undertakes to make its best efforts to provide the services requested by the Client within the deadlines provided for in the Commercial Conditions.

However, these deadlines are communicated for information purposes only and any excess will not give rise to any damages, deduction or cancellation of the order by the Customer.

If the services ordered have not been provided within one (1) month after the indicative date specified above, for any reason other than force majeure or the Customer's act, the sale may be canceled at the written request from the Customer. The amounts paid by the Customer will then be returned to him.

In the absence of reservations or complaints expressly made by the Customer upon delivery of the products and services, they will be deemed to conform to the order, in quantity and quality.

The Client will have eight (8) days from the provision of the services to issue, by post to the attention of the Accounting Department, or by email to the address compta@magileads.eu , such reservations or complaints, with all relevant supporting documents.

No complaint can be validly accepted in the event of non-compliance with these formalities and deadlines by the Customer.

Article 9. Responsibility of MAGILEADS

MAGILEADS cannot under any circumstances be held responsible for indirect damage suffered by the Client which may arise due to or during the execution of this Contract and its consequences. Indirect damage means in particular, without this list being exhaustive, loss of earnings or profits, loss of data, loss of opportunity, commercial damage, the consequences of complaints or claims by third parties against the Customer, notwithstanding the fact that MAGILEADS would have been warned of the possibility of their occurrence.

In any event, the liability of MAGILEADS in the event of damage occurring to the Customer, for whatever reason and whatever the legal basis invoked and retained, all damages combined and cumulative, will be expressly limited to the following amounts: When these damages are linked to the implementation or deployment of the software solution, two (2) times the amount of the costs linked to the commissioning of the solution: Commissioning costs, specific developments, and advice. Fees for license fees and training are expressly excluded.

This clause is considered essential and decisive by MAGILEADS which cannot contract without it. The Client undertakes to inform MAGILEADS, in writing, in the event that the guaranteed sums are insufficient to cover any risk incurred for its data and/or its activity.

The Customer must then take out an additional insurance service in order to provide sufficient guarantees.

Article 10. General guarantees

MAGILEADS expressly guarantees the conformity of the products and services ordered with the contractual documents.

MAGILEADS guarantees the Client that any service, software solution, documentation, or other element covered by an intellectual or industrial property right belonging to a third party or to itself, which it uses or makes available, does not present any infringement of the rights intellectual or industrial property of third parties.

If all or part of the service provided by MAGILEADS is recognized as constituting counterfeiting, unfair competition or any other violation of intellectual property rights, MAGILEADS must either obtain the right for the Client to continue the use of the IT services, objects of the action in question, either replace them with equivalent elements not constituting the alleged violation of rights or modify the Services to avoid said violation.

The warranty obligation does not apply in the event that the Customer has himself made or caused modifications to be made to the software solution.

The Client guarantees that it has obtained the necessary authorizations when it asks MAGILEADS, as part of the provision of services, to use any software solution, documentation or other element covered by an intellectual or industrial property right belonging to a third party.

The Customer guarantees MAGILEADS for any complaint, claim, action for counterfeiting or unfair competition relating thereto, and will be responsible, where applicable, for all amounts, costs and expenses relating to such infringements and borne by MAGILEADS.

Article 11. Confidentiality

Definition of Confidential Information

In the context of this contract, the term “Confidential Information” covers all information, data, documents of any nature from one Party which are transmitted or brought to the attention of the other Party in writing or orally or by any other means. and including without limitation all technical, commercial, strategic, financial information, studies, specifications, software, components, products and equipment.

Information accessible to the public, or publicly recorded without a contractual or legal violation of an obligation of confidentiality, is not considered Confidential Information.

Protection of confidential information

The Party receiving the Confidential Information undertakes to the other Party that it will be protected and kept strictly confidential and then treated with caution.

Any disclosure of Confidential Information to a Third Party is prohibited without the prior written consent of the other Party.

Internally, that is to say within the contracting companies, the Confidential Information may be transmitted only to the people who have to know it, and only for the purposes for which it was disclosed.

This commitment to confidentiality will continue for a period of five (5) years from the date of expiry of relations between the Parties, for whatever reason.

Sensitive data

When communicating so-called “sensitive” data, the Client will formally notify MAGILEADS, in writing, so that the processing of this data is subject to specific control.

MAGILEADS will implement appropriate technical and organizational measures to protect this “sensitive” data which will then benefit from a greater level of protection, in particular in the context of data transmission on the network.

The implementation of exceptional protection procedures may be subject to specific invoicing.

Authorized third parties

MAGILEADS is expressly authorized to exchange any Confidential Information relating to the Services with Third Parties who have been specifically designated by the Client for their own missions: Chartered accountant, IT service provider, associate and/or investor, consultant, logistics service provider, etc.

The customer will inform MAGILEADS in writing of any limitation it intends to apply to this clause.

The Client is responsible for the processing of Confidential Information by these Third Parties in the same way as by itself.

Advertising and promotion

The Client expressly authorizes MAGILEADS to take advantage of the services provided to it, and in this context authorizes the reproduction of its logo and brand on all advertising and communication, whatever the medium.

Article 12. Security

MAGILEADS uses technical and organizational measures likely to prevent any access or fraudulent use of the data transmitted to it, and to prevent their loss, alteration and/or destruction.

Backup procedures

MAGILEADS regularly and redundantly backs up the data stored by the Client for its activity, in accordance with article 34 of law no. 28-17 of January 6, 1978 relating to data processing, files and freedoms which provides that: “ The data controller is required to take all necessary precautions, having regard to the nature of the data and the risks presented by the processing, to preserve the security of the data and, in particular, to prevent them from being distorted, damaged, or from unauthorized third parties have access to it (…)”.

To complete these systems, the Customer must implement an independent, recurring and reliable backup procedure, using the extraction functionalities made available to them by means of the software solution, or via the Customer Area.

Access to software and/or the Customer Area

The identifiers intended to access the software solution and/or the Customer Area must be defined or redefined by the Customer. These identifiers are personal and confidential.

The Customer is entirely responsible for the use of identifiers and the custody of associated access codes and assumes responsibility for the security of its computer equipment.

Article 13. Operating data

The data used, processed, hosted, saved or stored by MAGILEADS on behalf of the Client remains the property of the latter.

Access to data is reserved for the Customer only. However, the Client is informed and accepts that MAGILEADS also accesses it for the sole purposes related to the execution of its mission and the improvement of the quality of its services.

The Client is responsible for the processing of personal data and retains full control of the data to which MAGILEADS could access within the framework of contractual relations.

MAGILEADS only acts as a subcontractor within the meaning of the legal provisions relating to the protection of personal data, provisions which it undertakes to respect.

MAGILEADS undertakes not to undertake, on the elements made available to it by the Client, any act which could constitute a violation of rights or counterfeiting.

MAGILEADS undertakes not to exploit or use the personal data contained in the Computer System for its own needs or on behalf of third parties.

The Customer will be responsible for any declaration and/or administrative procedure (in particular any declaration to the CNIL), necessary for the collection and recording of personal data that he enters via the IT Solution.

The Client guarantees MAGILEADS for any complaint or claim relating to the use of the IT Solution made by the Client himself, or by any third party to whom he has given access, and will be responsible, where applicable, for all amounts, costs and expenses relating to such offenses and borne by MAGILEADS.

Article 14. Customer Responsibility

Please note that the execution of the Contract requires active collaboration between the Client and MAGILEADS, as well as the provision of fair information.

The Client undertakes to make available to MAGILEADS all the documents and information necessary to carry out the agreed services as well as to take all organizational measures to ensure the collaboration of its staff with that of MAGILEADS.

The Client must implement all the means necessary for the success of his project, and in particular:

• Appoint a Project Manager who will be invested with decision-making power regarding the solutions proposed by MAGILEADS;
• Take out a service contract that meets your needs;
• Ensure the training of its staff.

In the event that the Project Manager no longer has the necessary availability to monitor said project, or in the event of his departure from the Client's company, the latter undertakes to take all necessary measures to compensate for this. deficiency, in particular designating a new contact person and reorganizing training.

Furthermore, when all or part of the services are performed at the Client's premises, the Client undertakes to provide MAGILEADS staff with working conditions adapted to their needs.

Unless otherwise stipulated, the Customer is also responsible for the recipe of the software solution.

The Client acknowledges having been informed of the need to be assisted by MAGILEADS or any other professional of his choice, if he judges that he is not able to carry out the testing procedures prior to the commissioning of the IT solution. .

Article 15. Insurance

Each party is responsible for direct and proven losses and/or damage that it causes to the other party due to poor performance of its obligations under this contract.

Each party declares that it is insured with a reputably solvent company and maintains all insurance policies up to date, to cover all damage caused to the other party or any third party as a result of the obligations of this contract.

The insurance policies taken out must necessarily cover, at a minimum, the following damages:

• Traditional civil liability: Premises, people, personal accidents, etc.
• IT civil liability: Computer system, data, operating loss.

Each party will justify this at the first request of the other party.

Article 16. Termination / Suspension

Termination without any breach

The Customer may, subject to compliance with its contractual commitment, terminate this contract without having to justify its decision, subject to one (1) month's notice, by registered letter with acknowledgment of receipt or by email to the following address: compta@magileads.com . In this case, no refund will be due from MAGILEADS. The Customer undertakes to immediately pay all sums and costs remaining his responsibility under this contract.

MAGILEADS may terminate this contract at any time during its execution, automatically, and without having to justify its decision, subject to six (6) months' notice, by registered letter with acknowledgment of receipt. MAGILEADS undertakes to reimburse the Client the proportion of the price paid for the unexecuted period of the contract.

Termination in the event of default

In the event of a breach by one of the parties of one or other of its obligations under the contract, not repaired within thirty (30) days from a registered letter with acknowledgment of receipt notifying the breaches in question and addressed by the complaining party, the contract will be terminated automatically, without prejudice to any possible damages which could be claimed from the defaulting party.

The notification date retained for the letter specifying the breaches in question will be the date of first presentation, in the case of a registered letter with request for acknowledgment of receipt, failing that that of the postmark.

This contract may be terminated automatically in the event of force majeure.

Article 17. Reversibility

In the event of termination of the contractual relationship, whatever the cause, MAGILEADS undertakes to return or destroy, at the customer's choice, all data belonging to it.

The return or destruction will be carried out within thirty (30) days from receipt of a request sent by registered letter with acknowledgment of receipt.

In the event of restitution, the data will be transmitted to the customer in a standard format readable in an equivalent environment. However, it is understood between the parties that MAGILEADS does not guarantee the compatibility of the restitution format with the Client's computer application intended to receive them, nor the integration time of said data.

On request and subject to invoicing for an additional service, MAGILEADS may assist the Customer in order to facilitate the recovery of data.

These assistance services will be invoiced at the current rate.

The Customer is informed and accepts that MAGILEADS will delete all of their data after a period of one (1) month following the termination of a product or service provided by MAGILEADS and in the absence of a request restitution.

Article 18. Non-solicitation of personnel

The Client waives the right to hire or employ, directly or through an intermediary, any MAGILEADS employee participating, or expected to participate, in the execution of the Services, without the express prior agreement of MAGILEADS, even if the initial request is prompted by the employee himself.

This waiver is valid for the entire duration of this contract, and for a period of two (2) years after the expiry of any service provided by MAGILEADS.

In the event that the Client does not respect this obligation, he undertakes to compensate MAGILEADS, in particular for selection and recruitment expenses, training costs, damages resulting from commitments already made, by immediately paying a lump sum excluding taxes, plus VAT, equal to three (3) times the new gross annual remuneration of the person in question, or, if this is greater, to three (3) times their former gross annual remuneration.

Article 19. Intellectual property

The Client is and remains the owner of all the data that it uses via the application services within the framework of the Contract.

MAGILEADS is and remains the owner of the property rights relating to any element of the application services and solutions made available to the Client, as well as more generally the IT infrastructure implemented or developed within the framework of the Contract.

The Contract does not grant the Client any ownership rights over the solutions. The temporary provision of solutions under the conditions provided for in the Contract cannot be analyzed as the transfer of any intellectual property right for the benefit of the Client, within the meaning of the French Intellectual Property Code.

The Customer undertakes not to reproduce any element of the software, or any documentation concerning them, by any means whatsoever, in any form whatsoever and on any medium whatsoever.

Non-waiver

It is formally agreed between the Parties that any tolerance or waiver by one of the Parties, in the application of all or part of the commitments provided for in the Contract, whatever the form, frequency or duration, cannot constitute a modification. of the Contract, nor be likely to create any right whatsoever.

Severability of clauses

If any of the stipulations of this contract prove to be void with regard to a rule of law in force or a judicial decision that has become final, it will then be deemed unwritten, without however resulting in the nullity of the contract or alter the validity of its other provisions. The fact that either party does not claim the application of any clause of the contract or acquiesces in its non-performance, whether permanently or temporarily, cannot be interpreted as a waiver by that party. to the rights which arise for it from the said clause.

In this case, the parties must, as far as possible, replace the canceled provision with a valid provision corresponding to the spirit and purpose of the contractual conditions.

Titles

The headings of the articles herein are for the sole purpose of facilitating references and do not in themselves have contractual value or any particular meaning.

Changes

These General Conditions of Sale may change at any time. Any new order implies full acceptance of the new General Conditions of Sale.

Notifications

Any mail addressed to MAGILEADS must be addressed to the address of its head office: 40 rue de plaisance – 75014 Paris – France.

Circulation of the contract

This contract being concluded "intuitu personae", the parties undertake, on the one hand, to transfer, for any reason and in any form whatsoever, for payment or free of charge, the contract or any of their rights and obligations to a third party and, on the other hand, to entrust to a third party the execution of all or part of their contractual obligations.

Computer proof

Unless proven otherwise, the data recorded by MAGILEADS via its WEB site www.magileads.eu and/or the Software Solution constitute proof of transactions between MAGILEADS and the Client.

Article 21. Attribution of jurisdiction – Applicable

This contract is subject to French law, even if one or the other of the parties is of foreign nationality and/or the services are performed in whole or in part abroad.

Prior to any legal action, the parties agree to seek an amicable solution through conciliation or negotiation.

In the event of failure in the search for an amicable solution, any dispute relating to the formation , interpretation or execution of this contract falls, and even in cases of emergency, under the exclusive jurisdiction of the courts of PARIS. whether or not there is a plurality of defendants or warranty claims. This jurisdiction also applies to summary proceedings.

SERVICE LEVEL AGREEMENT (SLA)

Preamble

MAGILEADS specializes in the provision of IT services in SaaS mode. The list of IT services and applications likely to be made available to the Client has been brought to his attention on the company's website, www.magileads.eu or when transmitting a commercial proposal.

The services offered by MAGILEADS are accessible remotely, via the Internet network.
The Client wishes to use an external IT solution for the specific needs of his business.

Glossary

Software as a Service: The terms “Saas Software”, “Saas Software”, “Subscription Service”, “Software”, “Application” refer to the software provided through a subscription and including services .

Main service and complementary service: A main service designates a service that can be operated independently, independently of any other service.

A complementary service (or new service) is necessarily attached to a main service: Option or additional module for example.

User permissions: “User permissions” are settings affecting a User, making it possible to extend or limit their rights and powers on the application.

User: Refers to any person accessing the software solution.

Administrator User: Refers to a User of the application having extended, or even total, User Permissions on the Software.

End User / User Access / User Account: Refers to the agents or any other natural or legal person to whom the Client has entrusted identifiers allowing access to the software solution.

Identifiers: Designate the User's own identifier (login) and the connection password (password).

Operations data: Refers to the data captured and generated by the application.

Stored files: Refers to any file downloaded for storage in the application, the original of which is kept by the Customer.

Initial order and additional order: An initial order is the order of a main service accompanied or not by additional services.

An additional order is a subsequent order for additional services.

Article 1: object

These Special Conditions apply to the supply of any SaaS Software by MAGILEADS to professional customers, regardless of the clauses that may appear on the Customer's documents, and in particular its general conditions of purchase.

The Customer's use of SaaS IT solutions marketed by MAGILEADS necessarily entails acceptance of these conditions. Any modification of these provisions will be enforceable against the Customer as soon as it is communicated and by any means whatsoever.

Article 2. Ordering and delivery of subscriptions

Application activation

After receipt of the order by MAGILEADS, the Customer will receive the instructions by email, as well as an identifier and a password allowing them to access the Application.

The date on which instructions are provided will be recognized as the date of delivery of the ordered service.

From the moment the password is issued, MAGILEADS is no longer responsible for it. The Customer is therefore invited to modify it immediately.

Creating additional user accounts

As part of the use of applications provided by MAGILEADS, the user may have the possibility of creating new user access.

These user accesses are billed according to the pricing conditions in force upon their activation.

Activation of additional services

As part of the use of applications provided by MAGILEADS, the user may have the possibility of activating additional services.

These new services are billed according to the pricing conditions in effect upon their activation.

User permissions

The Customer is solely responsible for the distribution of user access and the allocation of Permissions within the applications provided, in particular when these accesses make it possible to trigger such additional commands.

Article 3. Financial conditions

In return for the right to use MAGILEADS software, associated with support and maintenance services, the Customer must pay a fee, also called a subscription.

The billing frequency of this subscription is adapted to the commitment period of the subscribed service.

All subscriptions are billed in due term.
The subscription must be paid by automatic monthly direct debit or by recurring payment by credit card. Payment methods by check, transfer or administrative mandate must be requested by email from the administrative department at compta@magileads.com and accepted in advance by MAGILEADS. The guarantees granted by MAGILEADS for the security of transactions are identical to those obtained by MAGILEADS from the payment systems publisher.

In the absence of contrary elements provided by the customer, the computerized registers, kept in the computer systems of MAGILEADS and its partners under reasonable security conditions, will be considered as proof of communications, orders, validations and payments made. between the customer and MAGILEADS.

This information will be authentic between the parties unless written proof to the contrary is provided by the customer.

The invoices issued are immediately available in the customer area accessible from the MAGILEADS website, access to which is reserved for the Customer, and of which only the Customer knows the identifiers.

Invoices are payable as soon as they are issued.

As soon as payment of the subscription price has not been made by the Customer on the scheduled date, MAGILEADS may, at its discretion, suspend performance of the contract.

Suspension of the service does not result in the cessation of billing. To reactivate their account, the Customer must pay by credit card, from their customer area, the entire amount due to MAGILEADS.

Article 4. Duration of commitment

Subscription

The subscription to the service, which can begin with a free trial, is automatically extended at the end of each period. Any period started is billed in full.

Renewal

The renewal of the contract is tacit and automatic, unless terminated by the customer in compliance with the provisions indicated herein. Upon renewal, the commitment period is extended for a duration equivalent to the billing period chosen by the customer.

Additional order

The additional order for additional user account(s) does not modify the initial commitment period. These accounts are subject to a 1 (one) month commitment.

The additional order of complementary services is subject to a duration commitment which may vary depending on the service subscribed. The Customer will be informed of the duration of this commitment when ordering, by default it is one month.

When this duration exceeds the duration of the commitment to which the main service is subject, the commitment to the main service is postponed accordingly.

Article 5. Access to the solution

The SaaS Solution is available on the Internet, via a URL address provided by MAGILEADS. When the Customer provides a URL address, it is complementary to that already provided by MAGILEADS. Both URLs work simultaneously.

The Customer is solely responsible for the proper functioning of the URL address he provides. He must ensure that his configuration complies with MAGILEADS directives.

MAGILEADS reserves the right to refuse the use of a URL address provided by the Customer.

Article 6. Software compatibility

In order to use SaaS solutions, the Customer must have adequate computer hardware and an Internet connection of sufficient quality.

Within the framework of these terms and unless otherwise specified, the guarantees provided to the Customer are limited to the reference environment described below:

• Computer equipped with at least a 2 GHz processor, 4 GB of RAM and 64 MB of graphics memory;
• Screen with a minimum resolution of 1024 by 768 pixels;
• ADSL, cable or fiber Internet connection
• MS Windows, Mac OS or Linux operating system
• Latest version Google or Firefox Internet browser

When the Software sheet extends the compatibility criteria, these statements are provided for information purposes only and cannot engage the responsibility of MAGILEADS.

When the Software sheet restricts the compatibility criteria, these notices are provided on a mandatory basis and the Customer must comply with them when using the Software.

The Customer is informed that MAGILEADS does not control technical developments in Internet browsers. In the event of incompatibility of the Software with the browser, linked to its evolution, MAGILEADS has a period of thirty (30) days to modify the software accordingly.

In the event of technical impossibility, MAGILEADS may modify the application prerequisites.

Article 7. Technical resources, data volume

The hosting of the SaaS Solution provided by MAGILEADS is characterized by hardware resources, including disk space consumed by the client's files, space used by its data, computing power and bandwidth.

The quotas and restrictions on the use of these hardware resources are specified on the description sheet of the chosen SaaS Solution, and depend on the number of user accesses declared.

To ensure the processing of the Customer's data, quotas and restrictions on the quantity of the same type of data processed may be applied, and are specified on the description sheet of the chosen SaaS Solution.

In the event of non-compliance with one of these quotas, the Customer must subscribe to a service adapted to their consumption.

Article 8. Security

The Customer is solely and fully responsible for the use, conservation and confidentiality of identifiers and passwords allowing access to the software provided by MAGILEADS.

The Client is responsible for defining its own IT security policy, and must implement it through organizational and material means adapted to its challenges.

Hacking or fraudulent access

In the event of piracy or fraudulent access to the software, MAGILEADS may suspend access at its discretion, immediately and without notice.

This interruption does not entitle the Customer to any compensation.

Article 9. Safeguarding

Operating data 

As part of its Services, MAGILEADS ensures the backup of the Client's Operating Data every 48 hours.

MAGILEADS undertakes to restore a backup according to the following terms:

• Free of charge, in the event of a technical problem attributable to MAGILEADS;
• As an additional service billed at the current rate, for any other reason (in the event of a handling error, malicious use of the solution, etc.).

As part of the free restoration of a backup, MAGILEADS restores the backup in its entirety and cannot respond to requests for partial restoration of data.

File storage

In the case of files imported by the Customer into the SaaS Solution, the latter is responsible and will be responsible for the conservation of the original files on an independent computer system.

Testing, training or free applications

The data contained in these applications is not saved, nor subject to the guarantees provided by MAGILEADS.

Article 10. Availability commitment

Access to Services

MAGILEADS makes the SaaS Software available to the Client, via the internet, 7 days a week and 24 hours a day.

However, MAGILEADS reserves the right to totally or partially restrict access to the SaaS Solution in order to ensure its maintenance.

MAGILEADS will inform the Client of such operations by any means.

Maximum rate of unavailability of the Software

The maximum monthly unavailability rate of the Software is set at 1% (one percent) of the time.

Maintenance periods carried out between 8 p.m. and 8 a.m. are not counted in this measure.

MAGILEADS cannot be held responsible for difficulties in accessing SaaS Solutions due to internet network disruptions.

Penalties

If this unavailability tolerance is exceeded, the Customer will be entitled to demand payment from MAGILEADS of a penalty.

For each hour of unavailability beyond the defined maximum monthly rate, the amount of the penalty due will then be equal to 1/100th of the monthly billing for the service concerned, during the month in which the excess was noted.

The amount of this penalty cannot be greater than the amount of the monthly bill.

Measurement of availability rate

MAGILEADS implements availability rate control procedures and undertakes to sincerely communicate the information resulting from this control.

In the event that the Client contests the measures noted by MAGILEADS, it may implement a contradictory control solution subject to informing MAGILEADS with 7 (seven) days' notice.

All costs related to this inspection will be borne by the Customer.

Article 11. Commitment to fluidity

Commitment to service fluidity

MAGILEADS undertakes to respect a response time suitable for the user in terms of fluidity of the service.

This suitable response time is assessed according to the technical constraints of the service used and the frequency of consultation of it.

For the display of current pages, a maximum average delay of 5 (five) seconds must be respected by the application.

For the display of search results, a maximum average delay of 10 (ten) seconds must be respected by the application.

Excluded from this maximum average delay are the pages:

• allowing the import or export of data,
• displaying advanced search results,
• displaying summary tables or statistics,
• downloading files,
• batch processing.

These commitments are only enforceable against MAGILEADS if the Client strictly respects the quotas and restrictions provided for in the contract.

Measuring service fluidity

MAGILEADS implements procedures to control the fluidity of services, and undertakes to sincerely communicate the information resulting from this control.

The measurement of the fluidity of the service is carried out over a set of 10 successive measurements, spaced a minimum of 1 hour apart, over a maximum period of 24 hours.

In the event that the Client contests the measures noted by MAGILEADS, he may request the implementation of a contradictory control procedure.

All costs related to this inspection will be borne by the Customer.

In the event of proven failure by MAGILEADS, the cost of the tests invoiced by MAGILEADS will be fully reimbursed to the Customer, and MAGILEADS must correct the anomaly within a reasonable time, and carry out new measurements free of charge.

Article 12. Requests for intervention

In order to ensure quality service, MAGILEADS provides user assistance and corrective maintenance service.

These interventions are provided as part of access to the SaaS Service under the conditions provided for in the General Support Conditions.

Article 13. Third Party Systems

As part of the SaaS Service, MAGILEADS' commitments only concern software published and provided by MAGILEADS.

In particular, MAGILEADS cannot be held responsible for malfunctions whose origin is linked, directly or indirectly, to a Third Party Computer System.

Article 14. Updates

Minor update

These updates concern slight modifications to the application, and fixes to malfunctions.

Minor updates are carried out by the Customer and do not require any particular technical skills.

Major update

These updates bring new features and sometimes significantly change the behavior of the software.

Major updates are carried out by MAGILEADS, free of charge or for a fee.

Article 15. Termination

In the event of a serious breach by one of the Parties of any of the obligations resulting from the contract, the other Party may put it on notice, by registered letter with acknowledgment of receipt, to remedy this breach within a maximum period of one (1) month, subject to the express visa of this clause.

If this or these breaches are not remedied within one (1) month, the contract will then be automatically terminated without notice or legal formality.

Termination at the Customer's initiative

When the subscription begins with a trial period, the Customer can, throughout the trial period, cancel their subscription at any time by sending a simple email to the accounting @magileads.com . Any termination request made before the end of the trial period is not subject to any notice and will not result in any billing.

In all other cases of request for termination of a subscription, and whatever the reason, the customer must send his termination request by email to the accounting @magileads.com . Termination of the subscription is then subject to one month's notice. MAGILEADS is entitled to payment for services performed until the day of effective termination, which will occur at the end of the one month's notice period which began to run upon receipt of the termination request, and in compliance with the duration of your commitments.

Termination at the initiative of MAGILEADS

Termination of this contract in the event of contractual non-performance of one of its obligations by the Client, automatically and automatically results in the forfeiture of the term for all sums owed by the Client to MAGILEADS, including sums due under contractual commitments, which become immediately due.

Article 16. Reimbursement

Termination of this contract in the event of contractual non-performance of one of its obligations by the Client, automatically and automatically results in the forfeiture of the term for all sums owed by the Client to MAGILEADS, including sums due under contractual commitments, which become immediately due.

Article 17. Final provisions

The contract, these contractual conditions and all legal relationships arising therefrom are governed by French law.

For all conflicts arising from or associated with the contract or these contractual conditions, the competent courts are those of Paris (75, France), to the exclusion of any other