AXIALYS general terms and conditions

Article 1: GENERAL PROVISIONS

  1. These general terms and conditions, which form an integral part of the Contractual Documents, set out the Parties’ rights and duties concerning Axialys’s service provision and the Client’s use of the aforementioned Service.
  2. The Service to which these terms and conditions refer is defined and determined in the Commercial Offer which will hereafter be referred to as “Specific Terms and Conditions”.

Article 2: AGREEMENT

  1. The client agrees to have read the General Terms and Conditions before signing the Specific Terms and Conditions.
  2. The client expressly agrees that the signing of the Specific Terms and Conditions by any of its representatives means expressly and totally agreeing to be bound by the totality of the Contractual Documents including the General Terms and Conditions.
  3. The client is bound to these General Terms and Conditions and to the Specific Terms and Conditions of the Service the client has chosen once the Specific Terms and Conditions have been signed and this also serves as confirmation that the Client will comply with the Specifc Terms and Conditions as stipulated. The client confirms having received from Axialys all of the information necessary to fulfil its commitments.
  4. These General Terms and Conditions nullify and replace all of the exchanges which have taken place between the parties prior to signing the Specific Terms and Conditions for the Services the client has selected.

Article 3: DEFINITIONS

  1. The terms listed below will have the following meanings for the Parties:
    • Axialys: supplier of the Service set out in the Contractual Documents.
    • Client: person or legal entity that is the recipient of the Service and using it for exclusively professional purposes.
    • Parties: refers to Axialys and the Client collectively.
    • Service: package of services defined by the Specific Terms and Conditions.
    • Optional Service: Services described in the Specific Terms and Conditions and accepted by the Client.
    • Specific Conditions: Axialys’s commercial offer which describes the equipment and services it provides to meet the Client’s needs, the validation and testing conditions, prices and potential proposed options that the client has accepted.

Article 4: COMMENCEMENT

  1. The Contractual Documents shall commence on the date the client signs the Specific Terms and Conditions. By signing the client agrees to be irrevocably bound by these General Terms and Condtions and this must occur before the expiry date for the Specific Terms and Conditions to be valid.
  2. It is specified that the service comes into effect as soon as it is implemented under the Conditions set out in the article: Service Implementation.

Article 5: DURATION

  1. The Contractual Documents, except where modifications are made in relation to the Tariff Conditions, remain valid for the duration the Service is used.
  2. Unless stipulated in the Special Conditions, the Service and the Contractual Documents are in place for a period of 24 months from the date that the client signs the Specific Terms and Conditions regardless of when the Service is implemented.
  3. At the end of that initial period, and in the absence of termination by either of the parties by registered and signed for letter with delivery confirmation sent 3 months before the anniversary of signing the Specific Terms and Conditions, the Service and Contractual Documents shall be renewed by tacit agreement for a further period of 12 months.

Article 6: CONTRACTUAL DOCUMENTS

  1. Contractual relations between Axialys and the Client are governed by the following Contractual Documents ranked in descending order:
    • The Specific Terms and Conditions,
    • The following documents referred to in the Specific Terms and Conditions and in particular: – the Service description, – the Service tariff conditions.
    • These General Terms and Conditions.
  2. If a conflict arises regarding the legal provisions in any of the above Contractual Documents, the document with the highest rank prevails.
  3. Furthermore, with the exception of provisions relating to Service costings, all amendments that are to be made to Contractual Document provisions must be signed and handwritten by the Parties’ authorised representatives.

Article 7: SERVICE

  1. The Service is governed by these General Terms and Conditions and the totality of the Contractual Documents.
  2. The Service is described in the Specific Terms and Conditions and its appendixes.
  3. Prior to accepting the Specific Terms and Conditions and Contractual Documents, the Client agrees to have read all of the information provided about the Service and all of its components.
  4. In so doing, the Client was able to evaluate the Service as a whole and its component parts and to establish that the said Service meets its needs, without Axialys being able to be held should the Client find a discrepancy in the Service it was responsible for selecting under its own control and direction, and identify a breach of the ethical recommendations set forth in the SVA+ which the Client must read on the following website: http://s.svaplus.fr/mmdia/a/86/4/11529864vttfd.pdf
  5. Before selecting the Service, the Client acknowledges that it was able to review the commercial offer relating to the Service, consider said Service or benefit from demonstrations.
  6. The Client agrees that the Service will be used for activities directly related to professional activity whatever the Client’s organisational structure or legal status. In all cases the Client waives its entitlement to consumer rights.
  7. The Contractual Documents only relate to the supply and use of the Service by the Client, with the exception of any purchase and/or sale of materials related to using the Service. It is the Client’s responsibility to ensure it has the infrastructure and/or IT equipment and/or telecommunications provision required to use the Service prior to signing the Contractual Documents. All costs linked to said equipment and/or infrastructure will be solely at the Client’s expense.
  8. The Client specifically agrees that each individual Service to which it is subscribed is independent of the others so that no indivisibility can occur between the services as a whole, each of the said Services being governed by General Terms and Conditions and individual Specific Terms and Conditions.
  9. The Client takes sole responsibility for ensuring the Service is for professional purporses, it being stated that Axialys may not be held criminally or civilly liable if the Service is used in accordance with the provisions of the French Electronic Communications and Postal Code.
  10. The client does not have permission to change or grant any rights relating to the Service.

Article 8: SERVICE IMPLEMENTATION

  1. The Service is implemented by following the process below.
  2. The Client selects the Service: the Client takes responsibility and uses its own initiative to select the Service and confirms that it has taken into account everything the Service comprises by downloading all of the information available on the Axialys websites.
  3. Specific Terms and Conditions: It is the Client’s responsibility to complete and sign the Specific Terms and Conditions that apply to each of the Services and to send the aforementioned Specific Terms and Conditions to Axialys by post. In particular, it should be reiterated that any representative of the Client signing the Specific Terms and Conditions enters into a binding obligation.
  4. Axialys’s Acceptance: the Parties expressly agree that the Service can only be implemented with Axialys’s express acceptance, which will be confirmed when Axialys sends an e-mail to the designated Client representative whose e-mail address will be stated in the Specific Terms and Conditions.

Article 9: SERVICE ACTIVATION

  1. Once Axialys has completed the Service specifically for the client according to the terms and delivery schedule laid out in the Specific Terms and Conditions, Axialys will send the Client notice of provision by e-mail.
  2. Depending on what is stated in the Specific Terms and Conditions a specific test phase may start according to the terms laid out in the Specific Terms and Conditions.
  3. After the testing period, Axialys sends the Client representative notice of Service Activation by e-mail.
  4. It is the client’s responsibility to carry out specific Service tests and to activate the Service following the e-mails that will be sent by Axialys and stored on its data processing devices.
  5. The date and time of the e-mails saved by Axialys serve as proof in the manner set forth in these terms and conditions.
  6. It is the Client representative’s responsibility to activate the Service once it has been given the logins and password and, where appropriate, to change the login and password.
  7. In case of loss and/or destruction and/or theft of the logins/password, it is the Client’s responsibility to notify Axialys by post immediately using recorded and signed for delivery. Axialys will then provide a new login/password. It will be the Client’s own responsibility to ensure it is secure and to carry out its own checks.
  8. It will be considered that the Service has been received once Axialy’s Service activation notification e-mail has been sent to the client and, in any case, should the Client not respond for an eight (8) day period starting with the aforementioned notification.

Article 10: SERVICE MONITORING

  1. The Client confirms it has the capacity to monitor the growth of the Service in terms of traffic and usage.
  2. Axialys is able to forward a Service usage monitoring document to the client according to the type of Service the Client has selected or to access said information electronically.
  3. If there is a significant growth in Service usage, Axialys will endeavour to inform the Client by an e-mail that will be headed “alert message” so that the Client can evaluate its terms of use.
  4. Where the Client selects a Service which results in it benefiting from a repayment, the Client expressly agrees and accepts that any billing it sends to Axialys can only occur once Axialys sends an invoice request with the amount to be invoiced.

Article 11: SERVICE AVAILABILITY

  1. The Client recognises that Axialys cannot ensure a continuous uninterrupted Service given the specifications and the Digital Communications/Telecoms that it requires. Accessing the service is in no way Axialys’s sole liability, in particular from a technical point of view.
  2. The Client confirms that it has been informed of fallback solutions implemented by Axialys which ensure optimal Service provision and, in any case, of the use of the equipment for which Axialys is responsible.
  3. Axialys reserves the right to temporarily withdraw Service provision in a limited way in order to carry out maintenance. In this case, Axialys will e-mail the Client, taking into account the 8 day notice period, and stating how long the Service will be withdrawn. This will not exceed the time to be spent on maintenace.
  4. The Client must inform Axialys of any growth in traffic volume as Service provision will be dependent upon the volume of usage and calls dealt with by Axialys.
  5. Notwithstanding the provisions of the previous paragraph, the Client agrees to provide Axialys with a provisional bimonthly schedule setting out its traffic growth per Territorial Area (referred to as “TA”) over a 3 month period. Should it not be possible for Axialys to cover all or some of the additional traffic that the Client has requested, Axialys will notify the Client within 15 days of receiving the schedule. Axialys cannot be held responsible for any deterioration in Service quality should the growth forecast supplied by the Client exceed 10%. Should the Client fail to provide a provisional schedule, Axialys will determine the maximum capacity available per TA in relation to the Client’s historical call statistics in the recent past.

Article 12: SERVICE DEVELOPMENT

  1. Axialys reserves the right to propose implementing the Service development which the Client selected during the Contractual Documents process. The Client can freely access the proposed Service development at no extra cost. Should the client opt for a Service development package which is not free of charge the Parties will agree to amend the Specific Terms and Conditions.

Article 13: FINANCIAL TERMS

  1. The prices quoted in the Specific Terms and Conditions appendix are before tax, and are subject to the tax in effect, including the VAT in effect on the invoicing date.
  2. The price for developing the specific Service is laid out in the Specific Terms and Conditions, and, providing there are no exemptions to the aforementioned Specific Terms and Conditions, a down payment is required on the day the Special Conditions are signed, and where applicable, interim payments and, where applicable, a final bill sent to the Client on the day the e-mail notification regarding Service activation is sent.
  3. Thereafter, the Service costings include a fixed amount and a variable amount. The fixed amount, which is quoted in the Specific Terms and Condtions, is fixed and definite for the duration of the initial term. The variable amount can change throughout the Contractual Document period according to market growth (price per minute…) and changes in the Reference Interconnection Offer.
  4. The Client confirms it has read the Reference Interconnection Offer published by the ARCEP (France’s Digital Communicartions and Postal Regulation Authority) and/or is in a position to find out about it and is aware that any changes to the RIO will impact on the cost of the service.
  5. Depending upon the Client’s choice of Service, the Client agrees to pay any subscription costs for Audiotex numbers or any other numbers that belong to Axialys and are reserved for the Client.
  6. Axialys bills on a monthly basis starting from the day notice is given that the Service is in place or, where appropriate, on a pro rata basis for the first month.
  7. Notwithstanding the monthly billing procedure, Axialys reserves the right to issue intermediary invoices if the Client’s Service usage reaches the figure stated in the Specific Terms and Conditions. These intermediate invoices will be taken via Direct Debit. If Service usage falls below the figure stated in the Special Conditions, Axialys reserves the right to group bills together.
  8. Invoices are paid by Direct Debit according to the conditions set out in the Special Conditions and on the day of the date of issue.
  9. With the exception of bills which relate to the cost of the specific Service, bills feature a fixed amount payable in advance at the start of the month and a variable amount payable in arrears. The first bill should in principle only feature the fixed amount.
  10. In accordance with L. 441-6, al. 12 of the French Commercial Code, should full or part payment default or be delayed after the deadline stated on the Axialys bills, the Client is legally endebted to Axialys, without prior formal notice, and will incur interest at three times the legal interest rate, from the date of the contracted payment until it is paid in full, as well as a 40 euro compensation fee to cover costs, and when the fee to cover costs is larger than the compensation fee figure, there will be an additional charge. Axialys also reserves the right to withdraw Service access and use until the amount owed is paid the client also owing the outstanding figure for the fixed portion of the Service until a year after the Special Condtions were first signed.
  11. The Client does not have the right to change or delay the payment terms stated on Axialys’s invoices.
  12. The Client refrains from asserting any lien on the amount due on the date stipulated. The Client’s selling, transferring, pledging as collateral or investing as capital of all or part of its business or equipment, as well as defaulting on payment or accepting a letter of credit, give Axialys the right to suspend all deliveries and services until payment has been made in full without prejudicing any other rights and proceedings. The amount due then becomes immediately payable.
  13. Should the Client be asked for a deposit, depending on the Service the client has selected, the amount of the said deposit will be set out in the Specific Terms and Conditions. The deposit will be returned to the Client when its use of the Service comes to an end, with the stipulation that the said deposit will not cancel out the amounts the Client owes to Axialys for Service use.
  14. If, dependent upon the Service selected by the client, the Client were to benefit from repayments via Axialys for third party Service usage and the Client should be liable for amounts due to Axialys, the Parties agree that Axialys is authorised to undertake contractual offsetting with their respective balances. In this case, Axialys will send the Client an invoice stating this contractual offsetting.
  15. It is agreed that Axialys will not send the Client an invoice request or be required to make any repaments if the amount of the repayment is less than five (5) euros before tax. Furthermore, any repayment amounts not billed by the Client are permanently acquired by Axialys if Axialys does not receive an invoice within 18 months of each invoice request being sent.
  16. Axialys reserves the right to change the variable cost of the Service. In this case, Axialys will inform the client by recorded and signed for letter. Should the client write a letter of agreement or use the Service according to the new tariff conditions in place, it is accepted among the parties that the new price will apply to the Service. Should the Client refuse by recorded and signed for letter, Axialys is legally entitled to cancel the Contractual Documents by recorded and signed for letter without this entitling the Client to compensation.
  17. The Service provided by Axialys has options which the Client subscribes to in the Specific Terms and Conditions.
    • 17a – Traffic monitoring – the traffic consolidating elements are available for the Client on the website (http interface) and accessible with a standard web browser. The traffic information relating to the Client’s number is available by providing the confidential password that was provided when the number was commissioned. The Client takes sole responsibility for sharing the password with partners or third parties. Axialys is able to change the Client’s passwords upon request. If the client has several telephone numbers, the traffic for all of the Client’s telephone numbers is available to access in the same place. Axialys consolidates the traffic volume element for the numbers generating transfers with an exemption of six seconds per call. According to which option was selected in the Specific Terms and Conditions, the traffic volume elements can be sent to the Client as a file attached to an e-mail address which the Client provided independently. The source data available is in non-real time (the day’s data is provided the following working day), it includes the number of calls and the length of calls per number and per day. The nature and format of the data is susceptible to change without the Client being given notice.
    • 17b – other options: Axialys can provide the Client with other options that meet specific needs. These options are set out in the Specific Terms and Conditions and can also be the subject of appendixes to the Specific Terms and Conditions. Within the context of a part or totally prepaid Service described in the Specific Terms and Conditions, the usage is deducted from the Client’s account in real time. Using the facilities put in place by Axialys, the Client can monitor usage. The Service is interrupted on the date upon which the Client’s account runs out of funds. Service resumes as soon as the Client credits its account.
  18. Within the context of a sales Service with termination rates (outgoing calls), unless otherwise stipulated in the Special Conditions, if the ASR (Answer/Seizure Ratio – successful call rate: number of effective calls / number of attempts) falls below 35% the failed calls will be billed at a rate of 0.005€ before tax per failed call. Using the facilities put in place by Axialys, the Client can monitor usage and ASR.

Article 14: CLIENT DUTIES

  1. When using the Service the Client agrees not to carry out or to suggest being affiliated to any activity which is against current laws and as such damaging to the reputation of the Telecom operator, telematic services suppliers, Axialys and other third parties.
  2. When supplying the Service the Client agrees to avoid any risk of confusion between itself, the Telecom operator(s) and Axialys.
  3. The Service must be identified at the start of the message.
  4. The Client agrees to not make available to the public violent or pornographic messages which would be likely, because of their nature, to undermine respect for human dignity, gender equality and child and adolescent protection.
  5. The client agrees not to feature on its Service messages inciting suicide, criminal activity, the committing of offences, the use of illicit substances, discrimination, racial hatred or violence.
  6. The Client should not use the Service to generate traffic known as “abnormal traffic” which either involves content which is contrary to the present provisions or by using a call rate for a reduced number or calling one or several numbers and exceeding 1,000 calls per day or 3,000 calls over 7 consecutive days. Should this hypothetically happen, Axialys will notify the client that it reserves the right to withdraw Service availability and potential payments to the Client. It is the Client’s responsibility to prove to Axialys that its use of the Service conforms with these provisions.
  7. The Client understands that it may be liable for information or messages made available to the public at a given moment and in particular for messages, news and advertising listings. Consequently the Client agrees to carry out ongoing monitoring of the information made available to the public via its services so that it can remove messages that are likely to be against the current laws and regulations before they are broadcast.
  8. When ordering a domain name, the Client agrees to respect all contractual or legal provisions set out by the domain name registrar allocated to the TLD concerned. Particularly where .fr domains and equivalents are concerned, the Client agrees to adhere to all of the current provisions in the AFNIC Naming Charter available on its website.
  9. The Client agrees not to use the Service or to promote the Service for illegal, illicit, fraudulent purposes and/or in breach of decision n°05-1084 of the Electronic Communications and Postal Regulatory Authority (ARCEP) of 15th December 2005 (http://media.AXIALYS.net/legal/decision-arcep-05-1084.pdf) or any other decision made by a competent authority or ruling that applies to the Service and so to the Electronic Communications and Postal code generally.
  10. Should complaints be made about the use of the Service or how it is being promoted by the Client, in particular from users, passed on by one of the Operators implicated at the request of a competent Authority, the Client will be billed the set amount of one hundred (100) euros before tax, for each complaint passed on to Axialys, to cover the cost of registering the complaint. Furthermore Axialys reserves the right, upon presentation of documentary evidence of acts carried out by its personnel, to invoice the Client the full cost of dealing with each complaint registered.
  11. The Client, as a person and/or legal entity that is a beneficiary of the service, accepts that it is the Service end user.
  12. The Client will not, in any circumstances, resell number resources that Axialys has allocated to it.
  13. The Client agrees to be based in the geographical area which relates to the number or series of numbers that Axialys attributes to it.

Article 15: AXIALYS’S DUTIES

  1. Axialys guarantees that the Service conforms with he Contractual Documents and agrees to ensure that the Service conforms to any norms that apply and to the accepted practices of the telecommunications industry.

Article 16: LICENCE

  1. For the duration of the Contractual Documents Axialys grants and consents to the Client having the right to personal, non exclusive and non transerfable use of the Service, including the Client’s specific Service, according to the conditions that apply to the Client as set out in the Specific Terms and Conditions.
  2. It is the Client’s responsibility to immediately inform Axialys by recorded and signed for letter of any changes in how it uses the Service. In this case Axialys reserves the right to change the financial conditions of the Service.

Article 17: RELEASE OF COPYRIGHT

  1. During the Client’s use of the Service, Axialys protects the Client against any legal proceedings by a third party that arise as a result of a breach of intellectual property rights on components of the Service.
  2. In an instance where proceedings were brought against the Client, it would need to inform Axialys immediately and Axialys would ensure the Client’s defence and bear the cost for potential convictions handed down.
  3. Axialys is able to put an end to third party claims either by: – paying for an equivalent element to the element that is the subject to the copyright infringement claim. – paying for the right to continue using the said element.

Article 18: RESPONSIBILITY

  1. It is expressly agreed between the Parties that Axialys will carry out the contractual obligations for which it is responsible in accordance with the provisions in the Contractual Documents, within its means and according to the industry’s customs, regulations and best practice.
  2. In the event either of the Parties were liable, they agree that they will only award compensation for direct damages and that indirect damage, in particular loss of income, turnover, financial costs, data destruction and brand damage, will not give rise to compensation.
  3. Furthermore, the Parties agree that each of the Parties’ right to compensation is limited to the total amount of money paid out by the Client throughout the course of the 12 months preceeding the event that led to one or other of the Parties becoming liable.
  4. By express derogation to the provisions set out in the previous paragraph of this item, each of the Parties’ right to compensation is limited, to the date of the of the Service activation notification e-mail and to the amount it cost to implement the Service which is specifically atated in the Specific Terms and Conditions.
  5. It is expressly agreed between the Parties that any conviction handed down by any court or authority as a result of the Client using the Service and its content is the Client’s sole responsibility.
  6. Where appropriate it is the client’s responsibility, dependent upon the nature of the Service selected, to contact the French authorities regarding the Conditions of Use for the Service and in particular to take note of the Ethical Recommendations here: http://s.svaplus.fr/mmdia/a/35/2/11098352zysjp.pdf

Article 19: TERMINATION

  1. In the event of Axialys failing to meet any of its contractual duties, the Client will be able to, thirty (30) calendar days after having sent a recorded and signed for letter to Axialys formally requesting Axialys fulfil its obligations, legally terminate the Contractual Documents, without prejudice to any damages. Furthermore, if the Client has not sought to reach an amicable agreement and/or brought the matter before the court within thirty (30) calendar days following the aforementioned period, it will be considered to have waived its right to make any claim and to pursue legal action, by way of derogation from the provisions set out in the “non-waiver agreement” clause herein.
  2. In the event of the Client failing to meet any of its contractual duties, Axialys will be able to, thirty (30) calendar days after having sent a recorded and signed for letter to the Client and having received no response, legally terminate the Contractual Documents, without prejudice to any damages.
  3. Should a claim in which the Client is at fault be made under the present clause, the Client will have to pay Axialys for all services implemented and/or used until the end of the period in progress whether or not they’d been received, as well as any fixed costs and/or fees linked to the Service until the end of the period in progress, notwithstanding Axialys’s right to claim compensation for damages.
  4. Notwithstanding the previous provisions set out in this clause Axialys reserves the right to suspend or terminate the Contractual Documents should the Client violate French rulings or legislation and/or upon receipt of a court order from any competent authority regarding Axialys’s activity. In this event all provisions in paragraph 3 of this clause will fully apply. In any event, the Client will be liable for all fees due until the end of the period in progress.

Article 20: INSURANCE

  1. The Parties declare that they are insured to carry out all of their respective activities with an insurance company of reputed solvency based on French territory.

Article 21: FORCE MAJEURE

  1. The Parties agree that should a force majeure occur, initially, the requirement to carry out their obligations towards each other would be suspended.
  2. If the force majeure event lasts for more than one (1) month, the Contractual Documents will be legally terminated without either Party being able to make any claims whatsoever.
  3. Explicitly, force majeure events are those usually accepted as such by French courts and tribunals.
  4. In any case, the Parties will endeavour, dependent upon the nature of the the Force Majeure, to minimise its impact on the functioning and implementation of the Contractual Documents and will keep one another informed of the actions carried out.

Article 22: BRAND

  1. The Client agrees not to use, infringe upon or make reference to Axialys’s trade names, brands or logos without gaining its express, written permission beforehand.
  2. The Client gives Axialys permission to put forward its trade name as a commercial referencefor the duration of the Contractual Documents.

Article 23: PARTIES’ INDEPENDENCE

  1. The Contractual Documents are agreed between independent Parties. None of the provisions can be interpreted as giving either Party power or mandate to act in the other Party’s name or as comprising any form of association or partnership between the parties.

Article 24: SUBCONTRACTING

  1. Axialys can subcontract all or part of the services required to supply the Service.
  2. When subcontracting Axialys will still be liable to the client should the subcontractor not carry out its duties.

Article 25: CONFIDENTIALITY

  1. The provisions set out in the Contractual Documents are confidential.
  2. Each Party will ensure it applies the same security and confidentiality to the other party’s files, written documents and data as it does to its own files, written documents and data.
  3. The provisions in this clause do not apply to files, written documents and data that is in the public domain or that one of the parties has declared not confidential.

Article 26: TRANSFER

  1. The Contractual Documents cannot be the subject of a total or partial transfer by either Party without the agreement of the other Party.

Article 27: INTERPRETATION

  1. The provisions set out in the Contractual Documents are to be read in relation to each other in the interests of the Parties.

Article 28: TITLES AND CLAUSES

  1. Should there be difficulty in interpreting any of the titles of the clauses and/or the titles and of one of the clauses relating to it, the Parties agree to declare the title non-existent.

Article 29: ENTIRE CONTRACT

  1. The provisions set out in the Contractual Documents convey the totality of both Parties’ respective duties.
  2. No other duty can be incorporated into the Contractual Documents in the absence of an amendment agreed upon by each of the parties’ authorised representatives.

Article 30: VALIDITY

  1. The Parties expressly agree that should there be a legally binding ruling, legal or statutory amendment that would render one of the provisions set out in the Contractual Documents nul or non applicable, this would not affect the other provisions set out in the Contractual Documents.
  2. In the event of this, the Parties agree to meet in order to analyse the impact of this situation on their respective duties and on the Contractual Documents so that they can continue their dealings.

Article 31: NON-WAIVER AGREEMENT

  1. The Parties expressly agree that not taking action on a contractual failure does not lead to waivering the right to take action on it in the future.

Article 32: LANGUAGE

  1. The Parties expressly agree that the language to be used in the Contractual Documents is French.

Article 33: LAW

  1. The totality of the Contractual Documents are subject to French law.

Article 34: LEGAL DEVELOPMENTS

  1. The Client is made aware that the Service could potentially be the subject of changes and developments, including to its tariffs, should legal and regulatory developments be enforced for the duration of the Contractual Documents. These developments will apply to the Service as per the conditions stated as part of the developments.

Article 35: INFORMATION TECHNOLOGIES AND CIVIL LIBERTIES

  1. It is the Client’s sole responsibility to respect the French “Information Technology, Data Files and Civil Liberties” law dated January 4th 1978, and any developments related to it, when using the service. Axialys cannot be held liable for this.
  2. The Client’s personal data is used when registering for and using the Service as well as when contacting the client and keeping it up to date with offers and services provided by Axialys and partners in accordance with current laws.
  3. When registering for the Service the Client agrees that the information it provides is true and genuine. Providing fraudulent information constitutes a breach of these General Terms and Conditions and can result in the Service being suspended and/or terminated.
  4. In accordance with the French “Information Technology and Civil Liberties” law, information gathering and processing was declared to the CNIL.

Article 36: COLD CALLING

  1. Should the Client use Axialys’s services for outgoing call campaigns (such as cold calling), it is entirely the Client’s responsibility to respect the law, and in particular the use of the Bloctel service (http://www.bloctel.gouv.fr/).

Article 37: HARDSHIP

  1. Should the economic climate alter while the Contractual Documents are in place and the circumstances become different to those in which the Service was activated, irrespective of the Parties’ involvement and Force Majeure events aside, the Parties agree that the Service could be temporarily suspended with the Parties agreeing to meet and take into consideration the changing circumstances and the impact on the Service and its continued use.

Article 38: REGISTERED ADDRESS

  1. The Parties will use their respective head offices as their registered address.
  2. Should either Party change head office it agrees to notify the other by recorded and signed for letter at least one (1) month before the actual date of the move.

Article 39: RECORDS AND NOTIFICATIONS

  1. The Parties expressly agree that in order to be considered valid all notifications must be delivered, recorded and signed for, as a hard copy to the other Party’s registered address.
  2. The Parties expressly agree that electronic and/or digital documents will be accepted as proof as long as they have been created in conditions in which it is possible to identify the author, guarantee their integrity and ensure they have been stored reasonably securely.
  3. However the Parties expressly agree to limit the use and sending of electronic and/or digital documents to information sharing between Parties.
  4. Should a conflict arise between hard copies of documents, written documents, data or other information and digital or electronic copies, only the hard copies of documents, written documents, data or other information will be accepted as proof.

Article 40: AMICABLE AGREEMENT

  1. Should there be any difficulty implementing or interpreting the Contractual Documents, the Parties agree, prior to referring the matter on to the relevant courts, to attempt reconciliation by each designating a member of their executive management team.
  2. The Party representatives must hold a meeting instigated by the first party to take action, if no other agreement can be reached, within fifteen (15) days from when the meeting was first requested.
  3. In this context, the representatives will set the agenda for the meeting, and where appropriate future meetings, in order to bring the dispute to an end.
  4. Should an agreement be reached, the Parties will sign a Memorandum of Understanding and/or an amendment to the Contractual Documents.
  5. If the Parties cannot reach an agreement, each of them will regain full freedom of action

Article 41: GRANTING JURISDICTION

  1. SHOULD THERE BE ANY DIFFICULTY IN IMPLEMENTING OR INTERPRETING THE CONTRACTUAL DOCUMENTS, AND AFTER AMICABLE PROCEEDINGS HAVE FAILED, SOLE JURISDICTION WILL BE GRANTED TO THE NANTERRE COMMERCIAL COURT, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD PARTIES AND EVEN IN THE CASE OF URGENT PROCEEDINGS, PROTECTIVE MEASURES, SUMMARY PROCEDURES OR ON APPLICATION.
  • Axialys S.A © 2020 All rights reserved
  • Axialys.com