Terms & Conditions
Terms and Conditions – Odysound
SEZ, SAS with a capital worth of 10 000 € with its head office is located at 35 RUE DE L’ANNONCIATION, 75016 PARIS, registered in the Paris Trade and Companies Register under the number 840 244 495, VAT n° FR26 840244495 represented by M. Brian Seznec, its President, is the publisher of the web Platform ODYSOUND, available on Apple TV, iPad, iPod Touch and iPhones (hereinafter the “Platform”)
(Hereinafter the “PROVIDER”)
Email : email@example.com
The Provider conceived and developed an online Platform available on Apple TV and iPhones. This Platform gives the Client access to a catalogue of audio and video contents (hereafter the “Contents”) accessible via online streaming. The Contents are only playable on Apple TV and iPhones.
The Client acknowledges that the Service is an online service, identical to all clients. It’s his responsibility to check that all specific functionalities correspond to his needs before validating his subscription or his acquisition.
Before using the Platform, the Client needs to ensure that he has access to the technical means and computing resources allowing him to use the Platform and that his web browser allows safe access to the Platform. The Client also needs to ensure that his computing configuration is in good condition and does not contain viruses. The Client must own an Apple TV.
Any condition of a contrary nature put forth by the Client shall, unless expressly accepted by the Provider, be non-invocable against the Provider regardless of the time where it may have been brought to his knowledge.
The fact that the Provider does not cite one of these conditions at a given time may not be interpreted as a waiver of the right to cite it later.
Added to the list of words defined as needed in the Terms and Conditions, the words with a capital letter have, in the Terms, the meaning attributed here :
Describes any anomalies of the Service specifically related to a problem affecting the Platform. An anomaly is considered “Blocking” when it totally prevents the use of the Platform by the Client. An anomaly is considered “Major” when it hinders the use of one or more functionalities deemed primary by the Client, and cannot be resolved without maintenance service.
Describes the physical person or the legal entity that accepted the quote from the Provider
Describes the third-party provider who hosts the Platform and the Client’s Data
Describes the corrective maintenance service of the Platform and the support/assistance service for the Platform. The Provider’s engagements to Maintenance are exhaustively defined within the current Terms and Conditions.
Describes the Provider and the Client
Describes the amount owed by the Client to the Provider in exchange of the right to access the Service. The Fee is billable and payable under the conditions fixed at the time of the Order.
Describes the Client’s rights to use the Platform to have access to the Contents and access the Maintenance service. The services included in the Service are an indivisible whole.
The list of benefits that make up the Service, with the levels of service and the list of functionalities of the Platform, describes the essentials qualities of the Service offered by the Provider. The Maintenance service is only available to Clients who have a subscription to the Platform.
IV. ROLE OF THE TERMS AND CONDITIONS
The Terms and Conditions have the role of defining the use of the Platform by the Client in order to access to the Contents hosted on the Platform and to limit the rights of use of these Contents.
Every other services to accomplish by the Provider shall be quoted by the Provider and a written and express agreement by the Client before any realization by the Provider. These services are subject to a billing supplement.
V. INFORMATIONS REGARDING THE USE OF THE PLATFORM
In order to access the Service, an internet connection is required. Moreover, owning an Apple TV or an iPhone with iOS 14.1 is also a necessary requirement in order to visualise the Contents on the Platform.
All costs for the internet access, the Apple TV or iPhone fees and all the equipment necessary for the proper use of the Service (audio system, hardware) remain the responsibility of the Client.
The Client acknowledges the characteristics and limits of the internet described below :
● The data transmission on the internet is only relatively technically reliable and none can guarantee a good functioning of the internet ;
● The Provider took measures regarding the security of the access to the Platform, subjected to an obligation concerning the means, but circulating data on the internet can be subjected to hijacking, and so the sharing of passwords, confidential codes and less specifically any sensible information is done by the Client at his own risks ;
● Internet is an open network, meaning the informations transferred by the internet are not protected against the risks of hijacking, fraudulent intrusion, malicious or unauthorized in the User’s information system, piracy, unauthorized alteration or extraction of data, modification, malicious tampering of programs or files, or contamination of the User’s system by computer viruses. It is therefore the Client’s responsibility to ensure that his data and/or softwares on his servers are safe from the contamination by viruses or attempted intrusions in the system by third parties through the Platform.
Accordingly, and with a clear and full understanding of the characteristics of the Internet, the Client opts out of engaging the responsibility of the Provider concerning one or more of the events noted above, unless it failed an obligation concerning the means regarding the security.
The Client is fully informed that the Service is only available on the Apple TV and iPhones.
The Provider does not guarantee the compatibility and interoperability of the Platform with the Client’s usage of other softwares.
The Client acknowledges being sufficiently informed of the necessary computing conditions for accessing the Platform.
VI. REGISTERING AN ACCOUNT
In order to use the Service, the Client must register on the Platform by filling in the sections on the application form. The required sections are to be truthfully filled in. The Provider cannot guarantee a proper execution of the Services if the information entered in the sections are false not entirely answered.
Once the registering completed, the Client shall be able to log in to his account using his Login and a password previously chosen by the Client. These informations are confidential and must not be divulged in any case. In the case of the Client been brought to knowledge of these informations being stolen by a third party, he commits to changing his password immediately. Furthermore, the Client shall log out after each session.
Each professional Client can only detain one Master Account. From this account, the Client can open multiple other User Account. Each User can only detain one account. It is strictly forbidden to use a false identity or another person’s identity. If that were the case, the Client shall be informed that his Account will be closed without notice nor compensation, and that eventual legal remedies against the Client could be made.
The Client will have access, on his client space, to informations relative to his subscriptions and bills.
VII. STRICT LIMITS ON THE USE OF THE PLATFORM
The registration of the Platform allows its use, in a non exclusive nor transferable way. It cannot be subjected to a sublicensing, a cession, a transfer or made available to third parties, free of charge or in return for payment, regardless of any legal or juridical practice in any way. The Platform can be used :
(a) only by accessing it from a distance with the internet, and in compliance of the rules of identification, registration, and regulation of the rights ( the “Credentials” ) of the Client.
(b) only by the Client within the conditions and for the purposes described in the current document.
The Platform is an intellectual work of which the Provider fully remains its owner, and of which the Client forbids itself :
● From copying or reproducing, representing, modifying, transmitting, publishing, adapting, in full or in part by any means and whatever form ;
● From using the Service in any other way described in the current document;
● From translating or transcribing in any other language, or adapting or associating any object not conforming to the required specification ;
● From extracting the Content from the database ;
● From compiling or proceeding to reverse engineering.
This applies to all elements of the Platform (Pictures, Videos, audio files, database,…)
Any attempt by the Client at modifying the terms and conditions of the Platform, or any use of the Platform outside the planned conditions described within this document, without the prior and written agreement of the Provider, is deemed to be a sufficiently severe failure from the Client and and entails the right for the Service Provider to suspend the Service immediately and automatically.
The Client’s Credentials are private and confidential, and are the responsibility of the Client.
They can only be changed at the request of the Client. The Client commits to ensure every necessary means to keep his Credentials a secret and to not disclose them in any way. The Client ensures that no one can have access to his account on the Platform. Essentially, the Client shall bear the responsibility of the physical and logical security of the terminals granting the access to the Service. In the event of the Client knowing a third-party accessing the Platform using his account, the Client commits to inform the Provider without delay. In case of loss or theft of one of his Credentials, the Provider will deliver a new password to the Client.
VIII. ACCESSING THE CONTENT, AND INTELLECTUAL PROPERTY
The access to Contents is unlimited under the agreement of a subscription.
The Contents are subject to the respect of the intellectual property of their authors and / or creators. The Content may be viewed by the Client only in a private setting and in no case for commercial use.
The Customer has only the non-exclusive right, for a fee, during the term of the subscription, to view the Content on an Apple TV or an iPhone. The Customer does not hold the right of representation of the Content and cannot modify, compile, assign, transmit them for free or for a fee, or make any other use that viewing online (streaming) or after download on an Apple TV or an iPhone.
Furthermore, the Client shall not under any circumstances whatsoever reproduce, copy, modify, compile the Content, whatever the device or support, nor give or transfer the Content, whether in return of payment or for free. The Client shall not use or exploit except for viewing purpose the Content, after the download of the Platform on the Apple TV or iPhone.
This licence can not, in any way, be transferred to a third party. Any violation of a right to intellectual property will cause an immediate closing of the Client account without further notice nor refund, and without prejudice to the filing of administrative charges against him.
IX. THE CLIENT’S RESPONSABILITY
The Clients agrees to abide by all the terms, conditions, and requirements of the Platform and the Contents, and to keep secret its Credentials. The Client’s account is personal and cannot be used by a third party.
The Client agrees that he uses the Platform only for personal uses, in accordance of this current document. In regard, the Client will refrain from :
● Using the Platform and the Contents illicitly, for any illegal purpose or in any way incompatible with the present terms and conditions.
● Selling, copying, reproducing, renting, lending, distributing, transferring, or conceding under a sublicense in full or in part the Contents on the Platform, or to decompile, disassemble, modify, display in a readable way by the Client, try to discover any source code or to use any software activating or understanding any part of the Platform.
● Trying to gain unauthorized access to the system of the Platform to partake in any activity interfering or degrading the quality or the performances of the Platform.
● Misusing the platform by voluntarily infecting it with viruses or any other malicious program and trying to gain access in any unauthorized way.
● Infringing the Provider’s intellectual property rights.
The Provider’s role is simply ensure the availability of the Platform and the Contents to the Client.
The Client shall ensure that his use of the Platform are in accordance with the legal and regulatory requirements.
The Client agrees to pay his subscription or the acquisition according the conditions below.
X. THE SUBSCRIPTION’S DURATION
The subscription is made with the first online payment of the Client and will last for a (1) month or (1) a year depending on the subscription plan.
The subscription is tacitly renewed for an identical period of time of a (1) month or (1) a year unless a e-mail or a letter is transmitted twenty (20) days before the renewal date from a party to another.
XI. SERVICE’S AVAILABILITY
The Provider will do anything he can to ensure that the service is accessible 24 hours a day, 7 days a week but without commitment.
The Client acknowledges that the Provider shall not be held responsible of any possible disruption regarding the Internet. Furthermore, the Service might be unavailable due to Maintenance operations. The Provider will inform the Client with a message accessible on his account at least 24 h before the Maintenance.
In case on unavailability, the Client has to contact the Provider who will do his best to make the Platform available again.
The Provider reminds the Client that the supplying of a liaison between the Platform and the Client’s information system is not included in the Service, and that the Client shall be responsible for having access to a communication network allowing him to receive data from, and transmit data to the Platform. The Fees related to his internet connection and his computing system are to be managed and taken care of by the Client.
Disclaimers of Warranties and Limitations on Liability
- THE PLATFORM SERVICE AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE PLATFORM SERVICE, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. THE PROVIDER DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE PLATFORM SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE PROVIDER SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF APPLICATIONS, PLATFORM READY DEVICES, AND PROVIDER SOFTWARE (INCLUDING THEIR CONTINUING COMPATIBILITY WITH OUR SERVICE).
- TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL THE PROVIDER, OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.
- NOTHING IN THESE TERMS AND CONDITIONS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU. If any provision or provisions of these Terms and Conditions shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.
THE PROVIDER REMINDS THE CLIENT THAT THE INTERNET, ALLOWING THE PROVIDER TO PROVIDE THE SERVICE, IS A OPEN AND INFORMAL NETWORK, MADE BY THE INTERCONNECTION ON AN INTERNATIONAL SCALE OF COMPUTING NETWORKS USING THE TCP/IP STANDARD, WITHOUT ANY OBLIGATION OF COVERAGE OR QUALITY OF COVERAGE BETWEEN THE NETWORK OPERATORS. HENCE, THE PROVIDER CANNOT GUARANTEE THE SERVICE AVAILABILITY BY TAKING INTO ACCOUNT THE FUNCTIONING OF THE INTERNET, NOR CAN IT GUARANTEE AN INTERRUPTED USE OF THE SERVICE.
XII. FINANCIAL CONDITIONS
The varying costs of the subscription are given before and after taxes. The subscription is payable in advance. The bills are paid every month or year. The first bill is transmitted at the date of the Order, and then on each renewal date.
The Client may modify his Order and correct potential errors before proceeding to its acceptance, at the validation of the terms and conditions and regulation.
After accessing the Order summary, the Client confirms his acceptance of his Order by checking the box related to the validation of the Terms and Conditions, and then by clicking the icon for validating the Order. The mention “Order with payment obligation” beside the validation icon ensures the client acknowledges his obligation to pay the Order.
After accepting the Terms and Conditions and validating the Order with payment obligation, the contract is deemed to be validly concluded between the Provider and the Client and irrevocably binds them.
Once the Order validated, and in order to proceed with the payment, the Client enters his personal information for billing purposes.
The Client validates his informations by checking the box validating his coordinates. The Provider then sends an Order confirmation via email, recapitulating the content of the Order.
After validating the billing address and coordinates, the Client proceed to the payment of his Order as expressly specified below.
The bills are payable online in euros, at the time of the Order, whether by using the Odysound website, or directly on the Apple TV or iPhone/iPad by using the Client’s Apple ID account. If the Client chooses to pay on the Odysound website, the online payment provider is Stripe. The payment is secured and protected. Stripe will be the only responsible in case of any problem during the Client’s payment. The Provider does not collect any banking information from the Client.
The Provider does not practice discount invoices.
In accordance with the article L.441-6 of the French Commercial Law, in case of failure to pay in full or in part the Fee (or any other amount of money due by the Client to the Provider from the contractual relationship between him and the Provider) within the contractual deadlines, (i) any unpaid amount will result in interest for delay, day by day until the date of full payment of the principal, interest and incidental expenses, due at a rate equal to three (3) times the statutory interest rate, without the necessity of a reminder and without prejudice to any damages that the Provider reserves the right to legally request. (ii) In accordance with the article L.441-6 of the French Commercial Law, an allowance for recovery cost of the amount of 40 € for each related bill may be requested. In accordance with the article L.446-1 of the French Commercial Law, the recovery costs, demonstrated by invoice, of the unpaid amount by the Client (costs of proceedings, costs , lawyer’s and bailiff’s disbursements and fees) are deemed to constitute an accessory to the claim of the Provider, and are the responsibility of the Client.
The Provider reserves the right to suspend an Order and to close the Account of the Client if some or all of the content of the Order by the Client to the Provider are not paid for, in case of an incident of payment, or in case of fraud or fraud attempt concerning the use of the Platform and the payment of an Order.
The cost of a subscription can be revised at each tacit renewal. The new price will be transmitted at least forty five (45) days before tacit renewal. The Client will then have a thirty (30) days period to inform the Provider of his refusal of the new price and end the subscription before the renewal is made.
- Your Odysound membership may start with a free trial. The free trial period of your membership lasts for seven days, or as otherwise specified during sign-up. Free trials may not be combined with any other offers. Free trials are for new and certain former members only. Odysound reserves the right, in its absolute discretion, to determine your free trial eligibility.
- We will begin billing your Payment Method for monthly membership fees at the end of the free trial period of your membership unless you cancel prior to the end of the free trial period.
- You will not receive a notice from us that your free trial period has ended or that the paying portion of your membership has begun. CLICK THE "YOUR ACCOUNT" LINK ON ODYSOUND WEB PAGE (www.odysound.com) TO FIND CANCELLATION INSTRUCTIONS. We will continue to bill your Payment Method on a monthly basis for your membership fee until you cancel.
XIII. GUARANTEES PERTAINING THE PLATFORM AND ITS CONTENT
The Provider guarantees (i) the Platform is original, (ii) being the exclusive holder of all intellectual property rights on the Platform and of the Contents, subject to potential modules of the Platform presenting an “Open Source” license and to have the right to grant to the Client a licence to use on the potential additional modules of the Platform or Content of which the intellectual property rights are detained by a third party whom might have granted their use to the Provider in a way allowing him to validly grant the use to the Client in the conditions written in this document.
During the time of use of the Platform, the Provider guarantees the Client against any actions or procedure of an eventual infringement by the Platform against the intellectual property rights of a third party. The Provider is to bear, at his own expense and at his options, of the defense to lead as a result of the action made against the Client by a third party alleging a violation concerning its rights. The Provider shall pay the whole amount of the damages and interests the Client might be ordered to pay by a decision of a final court ruling, the Client ensuring his own defense in case of criminal action. The Provider guarantees to the Client the enjoyment of the use of the Platform and Contents, as long as the Client notifies the Provider, without delay, of any threat of action or proceedings, allowing him to defend him and coordinating with the Provider about the defense costs (except in penal matter as said above). The Provider shall have the complete control of the defense, including the appeal, the negotiation and the right to reach a settlement, as described under article 2044 et seq. of the French Civil Code.
In case of the conviction of the Provider by a decision of a final court ruling, the Provider may, at his own expense and at his options, either (i) obtain for the Client the right to continue to use the Platform - without augmentation of the fee due by the Client to the Provider and without interrupting the use of the Service by the Client - eventually modifying in full or in part the Platform so that it does not constitute an infringement of rights of a third party, or (ii) if the right to use the Platform cannot be obtained again, or if the Platform cannot be modified or replaced for a reasonable cost so that it does not constitute an infringement of rights of a third party anymore, call for the termination of the subscription and the reimbursement to the Client of the entirety of the fees paid by the Client to the Provider for the period of time subsequent to the last fee which had not resulted in the use of the Platform. If the Client was not subscribben, no amount of money will be given to him by the Provider.
XIV. PROTECTION OF PERSONAL DATA
The Provider attaches great importance to the respect of the private life of its customers and takes all necessary steps to ensure the privacy and security regarding the personal data of the Clients.
Regarding the access to the Service, the Provider collects personal data from the Clients and the following in particular :
● Email address
● First Name
● Last Name
● Physical address
● Line of business
● Audio and Video files downloaded, played or listened to.
● Favorite Contents
● Movement data including head tracking on iPhones and iPads
● Application performance data
The Provider collects and processes the Client’s personal data for the following :
● Functionality of the application
● Orders and subscription management ;
● Exercise of the right of withdrawal, billing process, payments… ;
● Informations about the Provider ;
● Providing answers to the potential questions of the Clients
● Access rights requests, Rectification rights requests, and opposition rights requests management ;
● Delinquency and litigation management ;
● Prospection for subscription or product equivalent to those related to the Order.
The data related to the management of the Client’s personal data are preserved during the time of the subscription and then during the statutory storage duration of online contracts. Any account unused for the last twelve (12) months after the last subscription will be closed. The Client will be informed of this decision, and the Client shall have fifteen (15) days to tell of his decision about the closing of his account.
In the context of tracking and analyzing advertising or marketing operations related to the Customer, Odysound collects the following data on iPhones and iPads :
● User IDs
● Identifiers of the device using the application
● Usage data of the application
The Client’s personal data is processed by the commercial department of the Provider and the potential subcontractors of the Provider.
The Provider can also impart personal data to cooperate with the administrative and judicial authorities.
The Provider ensures to protect the Client’s personal data adequately and appropriately and takes the necessary security precaution to preserve the confidentiality and secrecy of the data, to prevent them from being distorted, damaged, or transferred to unauthorized third parties.
The legal base of the processing done by the Provider is bound by a contract, described within the present Terms and Conditions the client must accept. The processing of the data is necessary for the successful completion of the Service.
- The Clients acknowledge that the personal data they shared are valid, up-to-date and adequate data ;
- The Clients commit not to breach or violate the privacy, or the security of the personal data of any third party, and so they commit not to divulge to the Provider any third parties personal data without their consent.
The Client is informed that he may exercise, according to the modified law 78-17 dated 6 January 1978, his rights to access, rectify, erase, oppose, ask for a limited transfer and portability of his data by contacting the Provider by email.
The Client can also determine the fate of his data after his death.
Safety and Privacy of personal data
The Provider only process the Clients personal data to deliver the Service. Accordingly to the GDPR, all personal data are stored and processed by the Provider (and his subcontractors) on servers exclusively located within the territory of the European Union and are not to be subjected to any transference outside the European Union.
The Provider commits to ensure the security and the protection of the privacy of the Clients personal data, especially to prevent it from being distorted, damaged, or transferred to unauthorized third parties. The Provider ensures that all provider tasked with working on the Service, notably the Host acting as a subcontractor for the Provider, are to uphold the utmost privacy and security when working on the processing and storage of the Clients personal data, in accordance with the rules and obligation of means.
The Provider is responsible for the direct and foreseeable damages caused by a bad execution, in full or in part, of the Service proven by the Client. The Provider is in no way responsible for consequential and unpredictable damages caused by a bad execution, in full or in part, of the Service, including loss of turnover, loss of customers, or any other incidental damages.
The Provider is in no way responsible for the damage done by the Client himself, by a third party or in case of force majeure.
In any case, the total amount of the Provider’s pecuniary liability, when the Client is a professional, is limited to the total cost of the bills paid by the Client to the Provider for the last twenty four (24) months of paid use of the Service by the Client, except in case of (i) physical injury, (ii) fraud, gross negligence or any willful misconduct done by the Provider.
In case of cancellation of the subscription
The Contract will automatically end if a party receiving the notice fails to fulfill any of the essential or substantial obligations, within thirty (30) days after receiving the notice from the other party cancelling the subscription for such unfulfilled obligations.
Consequence of the cancellation
In case of non-renewal, or as of the effective date of the cancellation whatever its cause, the Client undertakes to immediately cease all use of the Service. The Provider will then be allowed to interrupt the Service for the Client informally.
The termination of the Contract ensures any claims about the total amount of any unpaid bills during the duration of the Contract are certain, of a fixed amount, and due.
Upon termination of the Client’s account, the Client would not be able to view nor hear the Contents he had access to during the time of his subscription.
XVII. MAINTENANCE - SUPPORT - HOSTING
Support regarding the use of the service
The Provider provides assistance related to the use of the Service in french and english, through emails during French business hours (10am to 18pm - GMT+1). The cost of this benefit is included in the subscription.
By express consent between the parties, the Provider cannot guarantee an errorless functioning for the Platform. Both parties acknowledge that the technical state cannot allow the Provider to guarantee that he shall repair the entirety of the potential anomalies potentially affecting the Platform. Accordingly to article 1133 of the French Civil Code, by accepting this document, the Client acknowledges this hazard, inherently due to the development techniques and functioning of the Platforms. The Anomalies which are not blocking nor major may not be necessarily subjected to maintenance.
For any detected Anomaly, the Client commits to deliver the most precise description and to indicate the process which caused the anomaly to the Provider.
Once the aforesaid alert received, the Provider shall diagnose the signaled Anomalies and make his best efforts to correct or circumvent either by telephonic or written instructions (by email or fax) given to the Client, or by remote maintenance, with the procedure it considers the most appropriate.
Is expressly excluded from the maintenance any malfunction of the Platform caused directly or indirectly by an error from the Client or any third party ; including any Anomaly linked with the Clients computing system or third party softwares.
Updates & upgrades
Updates & upgrades are supplied to the Client, installed and put in production on the Platform by the Provider, without intervention from the Client, on a basis decided by the Provider only. If any conditions from the present document, notably the right to use the Platform conceded to the Client, were to be modified, they will be transmitted to the Client for validation.
XVIII. GENERAL PROVISIONS
No parties shall be held accountable for any non-execution of one of its contractual obligations in case of force majeure, described as an event (i) out of the control of the party enduring it (ii) which could not be reasonably foreseen at the time of the placing of the Order and (iii) of which the effect cannot be avoided by appropriate measures.
During force majeure, if the hindrance is only temporary, the force majeure suspend, for the party laying claim to it, the execution of its obligations, unless the resulting delay justifies the termination of the contract (excepted for the obligation of paying the contracted amount due at the date of occurence of the force majeure). Would the impediment proves to be of a permanent nature, the Contract is to be terminated and both parties would be freed of their obligations, provided the termination is notified by the most diligent of both parties.
Either way, the enduring party shall make its best efforts to avoid, erase or reduce any cause of delay, to resume the execution of its obligation as soon as the hindrance has disappeared.
Use of the name of the client for reference
The Client expressly allows the Provider to use the name / logos / brands of the Client, strictly respecting its graphic charter, and only as a business reference (List of references of the Provider and public announcements on the Provider’s social media), excluding any other use which would need the prior agreement of the Client.
Social obligations and undeclared work
The Provider commits to respect the articles L.8222-1 and D.8222-5 of the French Labor Law (Mandatory declarations to the Social Protection organization or tax administration) and certifies of the realization of his benefits by employees working accordingly to articles L.1221-10, L.3243-2 and R.3243-1 of the French Labor Law.
This document cancels and replaces any agreement or prior contracts, oral or written, between the two parties regarding the same benefits. If any of the provisions of these Terms is to become null or deemed not written due to Court decision, the parties agree to attempt to limit as possible, the scope of this nullity in a way allowing the other contractual provisions to remain in force and that the economic equilibrium of the contract is still respected. Under these circumstances, both parties agree to renegotiate the drafting of a new clause replacing the one deemed null by Court decision.
These terms may not be assigned, in full or in part, for free or against payment, by the Client unless (i) the Provider wrote a prior agreement, or (ii) cession by the Client for the benefit of a company he runs or under his control according to article L.233-3 of the French Commercial Law, provided the Provider is notified with a written letter that would commit the successor to also respect the entirety of the rights and obligations of the Client towards the Provider, and this without restrictions nor reserve. The Client will be responsible, with the successor, of the respect of the rights and obligations of the successor towards the Provider.
Delays computation and notification
Any notification (formal notice, full report, approval or consent) required or necessary to apply the Terms and Conditions must be sent in writing by email or letter. Unless specifically provided herein, the period of time is counted per calendar day, a week being composed of five (5) business days. Any period shall be computed from the date of the first attempt to notify the recipient, date as per postmark, as well as the receipt from the mail service with the hand scripted date on the letter directly handed. If any action needs to be done or a notification must be transmitted at a certain date or meet a particular deadline and that day in not a working day, the action or notification may be postponed to the next working day.
Convention upon Proof
By express exemption from the dispositions from article L.110-3 of the French Commercial Law, both parties acknowledge that any modifications of the Terms and Conditions can only be agreed by means of a written or electronic amendment, signed by an authorized representative of the two parties (authorized by status or by special authority)
Furthermore, the Clients “clicks” made in agreement of these Terms and Conditions, but also made in agreement of the Order and of the payment are worth the agreement of the contract.
The computerised records kept in the Provider’s servers will be kept in reasonable security conditions and will be considered as proof of communication, transaction order and payment between the parties.
The archiving of orders and bills is made on a reliable and durable support and may be produced as proof and on which the Client has an access via his account.
XIX. APPLICABLE LAW AND ASSIGNMENT OF JURISDICTION
In accordance with article L.221-18 et seq. of the French Consumer Code, if the Client is a consumer as described within the Consumer Code, he has fourteen (14) days as from the payment of his subscription to the Platform to enact his right of withdrawal without having to justify his decision and without penalty.
To enact his right of withdrawal of the subscription, if need be, the Client must notify of his decision to withdraw by means of a clearly worded statement and without justifying his motives. The Client may send his decision of withdrawal to the Provider by any means, notably by written letter sent to the following address : SEZ S.A.S - 35 RUE DE L’ANNONCIATION, 75016 PARIS, FRANCE or by email at : firstname.lastname@example.org
The Client has access to a withdrawal form to fill out. Said form can be found on the following address : www.odysound.com
In case of notification by the Client of his intention to withdraw, whatever means are employed, the Company will immediately send a receipt of the withdrawal on a durable support (notably by email)
The Client is asked, without it being mandatory, to indicate the motif of his withdrawal, to help the Company improve its Products.
In case of withdrawal, the reimbursement of the subscription inducing the right of withdrawal is made by the same means of payment for the initial Order, unless the Client expressly chooses a different mean. Either way, the refund will be of no cost for the Client. Repayment shall be made without undue delay.
If the Client and consumer wishes to use the Service without the fourteen (14) days delay, he must check the box for this purpose and through with he expressly waives his right of withdrawal.
XX. APPLICABLE LAW AND ASSIGNMENT OF JURISDICTION
These General Terms and Conditions of Use and Sale are subject to French law, both for the rules of substance and the rules governing their form. Assuming these Terms and Conditions were to be translated to another language, only the French version of this document will prevail between the parties.
THE PARTIES MUST MAKE AN ATTEMPT AT RECONCILIATION OR SUBMIT TO MEDIATION BEFORE GOING TO COURT.
If the Client is a consumer as described in the French Consumer Code :
Any disputes which may arise regarding the interpretation and/or execution of this document or regarding this document, and if the Client is a consumer, he may choose to submit the dispute to a mediation procedure or any alternate way to resolve it.
In accordance with Article L. 612-1 of the French Consumer Code, you can make free use of the MEDICYS mediation service of which we report: electronically: conso.medicys.fr, or by : MEDICYS - 73, Boulevard de Clichy 75009 Paris.
The Client may also choose to go on the European Platform for the Online Dispute Resolution set up by the European Commission on the following address, compiling the entirety of the organization working on Dispute Resolution : https://webgate.ec.europa.eu/odr/
In case of failure of this mediation procedure or if the Client wishes to take it before jurisdiction, the rules of the French Civil Procedure Code will be applied.
If the Client is a professional :
IF AN AMICABLE SOLUTION CAN NOT BE FOUND BETWEEN THE TWO PARTIES REGARDING THE INTERPRETATION, THE EXECUTION OR THE TERMINOLOGY OF THE PRESENT TERMS AND CONDITIONS, IT IS EXPRESSLY REFERRED TO THE TRIBUNAL DE COMMERCE DE PARIS, EVEN FOR REFERENCE PROCEDURE, unless there is territorial or subject matter competence to which it would not be possible to be contractually derogated from.
For the attention of :
I/We () hereby give notice that I/We () withdraw from my/our () contract of sale regarding the subscription () below :
Date of order () :
Name(s) of the Consumer(s):
Address(es) of the consumer(s) :
Signature (only on paper forms) :
() Delete as appropriate