Algemene voorwaarden - Gigz (Engelstalig)

means the written agreement appended to these General Terms setting out the obligations of the Parties relating to the processing of personal data carried out by GIGZ on behalf of the Client in the context of the Services.

means the written agreement signed by the Parties describing the Services subscribed by the Client as well as their prices, and specifying or supplementing the provisions of these General Terms.

means all graphic, textual, audio, video or other elements transmitted by the Client (directly or through a third party) to GIGZ in the context of the Agreement.

means these General Terms, the Special Conditions and all annexes, appendices and other documents related to these documents, including without limitation the Personal Data Processing Agreement.

means (i) all non-personal data and information transmitted by the Client (directly or through a third party) to GIGZ in the context of the Agreement; and (ii) all personal data that GIGZ processes on behalf of the Client as a processor under the Personal Data Processing Agreement.

means all creations, developments, reports, studies and other elements specifically designed or obtained by GIGZ for the Client, the delivery of which to the Client forms part of the Services.

means the period during which the Application Services are objectively unusable by the Client, either because access to the Application Services is impossible or because their use is severely degraded, corresponding to priority levels 1 and 2 defined in article 2.1 of Annex 2.1.

means the application platform developed, hosted and maintained by GIGZ to which the Client has access in SaaS mode in the context of the Services.

means all marketing support, customisation, integration, data import and/or export, specific training and any other services the Client may have subscribed to, as described in the Special Conditions.

means the services subscribed by the Client in the Special Conditions, comprising the Application Services and, where applicable, Professional Services.

means the end users authorised by the Client to access the Application Services.

The features of the Application Services to which the Client will have access under the Agreement may vary depending on the subscription plan and options subscribed by the Client in the Special Conditions. The subscription plan called "Self-Service" allows the Client to use the Application Services extensively on their own. The subscription plan called "Custom" allows limited use of the Application Services by the Client, restricted to certain features as configured by GIGZ. The Client will have the possibility of changing their subscription plan and/or activating new features within the Application Services, independently under the Self-Service plan or by contacting GIGZ under the Custom plan, subject to payment of an additional price, the amount and terms of which will be communicated to the Client.

GIGZ may, at its sole discretion, make any modifications to the Application Services it deems necessary or useful in order to (i) improve the quality or delivery of the Services, the competitiveness of the Services, the profitability or performance of the Services, or (ii) comply with applicable laws and regulations, court decisions or other mandatory rules, as well as recommendations from administrative authorities or industry standards.

Subject to the Client's compliance with its obligations under the Agreement, GIGZ grants the Client, for the duration of the Agreement, a worldwide, non-exclusive, non-transferable, non-sublicensable license to access and use the Application Services, solely by Authorized Users and exclusively within the scope and for the purposes of the Services.

Only Authorized Users may access the Application Services. Depending on the Services actually subscribed by the Client, the number of Authorized Users may be limited by GIGZ in the Special Conditions. In any event, GIGZ may impose a limit on the number of Authorized Users at any time during the Agreement for reasons relating to security, performance or the proper functioning of the Application Services, subject to prior notice to the Client. Depending on the features subscribed by the Client, individual accounts for Authorized Users will be created either: (i) by GIGZ, in which case the Client must provide GIGZ with the name and professional email address of each Authorized User and update such information as necessary ; or (ii) directly by the Client within the Application Services. Without prejudice to specific training services that may be provided by GIGZ, the Client must ensure that Authorized Users have the basic IT training necessary to access and use the Application Services in a secure manner consistent with their intended purpose, i.e. exclusively within the scope and for the purposes of the Services. In general, the Client remains responsible for any use of accounts opened by GIGZ for the Client's benefit, whether or not the Client has authorized or is aware of such use.

The Client shall not, and shall not authorize or encourage any third party to, directly or indirectly: (i) resell, sublicense, provide or otherwise disclose the Application Services to any third party; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relating to the Application Services; (iii) modify, translate or create derivative works based on the Application Services; (iv) blend, combine, merge or incorporate the Application Services with a third-party product outside the integration features permitted by the Application Services and without GIGZ's prior written consent; or (v) use the Application Services in any way to assist or participate in the development, promotion or sale of a product potentially competing with the Application Services. The Application Services, including all their user interfaces, constitute "Confidential Information" within the meaning of article 11 hereof.

The Application Services are provided to the Client exclusively "As-a-Service" (SaaS). The Client's Authorized Users will have remote access to the Application Services via the Internet, at an address communicated by GIGZ which may be modified with reasonable prior notice. Each Authorized User must log in to their own account on the Application Services using their personal login credentials and passwords. The Client must ensure that each Authorized User keeps their login credentials and passwords confidential and does not share them with others.

The Client must ensure that access to the Application Services by Authorized Users complies with the latest IT security standards, particularly regarding the devices used, the access restrictions applied, the software installed on such devices and the network connection methods used. If the Client becomes aware of a potential or actual security breach in its own systems that could directly or indirectly affect access to the Application Services or the Application Services themselves, the Client must immediately notify GIGZ in writing and implement all appropriate measures to limit the potential effects of the breach. The Client must also immediately implement an investigation and remediation plan for the breach and keep GIGZ informed.

GIGZ will host the Application Services and all elements, including Client Data and any other data, stored in or transiting through the Application Services in the course of their normal operation. All Client Data is hosted exclusively within the European Union, on AWS infrastructure located in the Ireland region (eu-west-1). The availability commitments for the Application Services are defined in Annex 2.1 hereof.

If the availability of the Application Services falls below the availability commitments during a given month, the Client will be entitled to the service credits set out in Annex 2.1. Service credits will be calculated as a percentage applied to the fees due by the Client in respect of the Application Services. Where such fees are due monthly, the percentage will be applied to the monthly fees due for the month in which the Unavailability Period(s) occurred. Where the fees for the Application Services are due annually, the percentage will be applied pro rata to the annual fees due for the month(s) in which the Unavailability Period(s) occurred. Service credits will be reimbursed by GIGZ to the Client within 60 (sixty) days following the end of the contractual year during which the Unavailability Periods occurred, or following the end date of the Agreement if such date occurs earlier. Service credits constitute the Client's exclusive remedy in the event that the availability commitments for the Application Services are not met. To be entitled to a service credit, the Client must send a written request to GIGZ at the address and in the form indicated in l’Annex 2.1, within thirty (30) days following the end of each month in which the availability commitment was not met. Failure to send a written request in compliance with these conditions will be deemed a definitive waiver by the Client of its right to receive service credits and any other remedy for the Unavailability Periods concerned.

GIGZ will provide corrective maintenance of the Application Services in accordance with the procedure and service levels defined in Annex 2.1 hereof. If the deadlines mentioned in that annex are exceeded, the Client's exclusive remedy will consist of the service credits to which it may be entitled as a result of the Unavailability Period suffered, in accordance with the provisions of the preceding article. In the absence of compliance with the incident notification procedure set out in that annex, GIGZ shall have no obligation to provide corrective maintenance, and any Unavailability Period of the Application Services resulting from the relevant incident shall not be taken into account and shall not give rise to any service credit or other form of remedy for the Client. Corrective maintenance includes technically reasonable interventions necessary to restore the normal operation of the Application Services in the event of an anomaly. Corrective maintenance does not include: 

• Any maintenance operation following an anomaly notification by the Client that does not comply with the procedure described in Annex 2.1.

• Any operation whatsoever on the Client's systems or at its premises ; 

• Any operation whatsoever necessary to remedy an anomaly caused by: (i) any use of the Application Services by the Client and/or Authorized Users in breach of the Agreement; (ii) any use of the Application Services by the Client and/or Authorized Users that does not comply with any written instructions or recommendations communicated by GIGZ; (iii) any use by the Client and/or Authorized Users of third-party hardware, software or other products; (iv) any anomaly in the Client's systems, such as a faulty internet connection, computers or software failures, etc., including any security breach affecting the Client's systems ; (v) access to and/or use of the Application Services by any person other than Authorized Users ; (vi) any fault or negligence of the Client ; more generally (vii) any anomaly caused by a circumstance beyond GIGZ's control, such as a force majeure event, failure of electronic communications networks, etc. ; and

• Any maintenance operation where the Client refuses to reasonably cooperate with GIGZ in identifying and resolving the anomaly observed. 

GIGZ will use its best efforts to provide Authorized Users with reasonable technical assistance in connection with accessing and using the Application Services, in accordance with the procedure described in Annex 2.1. However, the Client remains solely responsible for providing Authorized Users with basic training, including minimum training in the use of IT tools, enabling them to use the Application Services. Absent any written agreement or subscription by the Client to the corresponding Professional Services, the technical assistance provided by GIGZ will not include: (i) integration services by GIGZ for the Application Services into the IT tools used by the Client (noting that the Application Services are provided in SaaS mode) ; (ii) handling technical questions whose answers are already included in any help section within the Application Services, or in any other documentation that may be provided by GIGZ to the Client ; (iii) providing basic IT training ; (iv) handling any technical question if it appears that the Client has not implemented the basic technical and organizational means necessary to access and use the Application Services (e.g. : computers running outdated operating systems and software, poor internet connection, etc.).

Where applicable, the provision of any additional technical support services by GIGZ to the Client, as well as the corresponding price, are described in the Special Conditions.

GIGZ undertakes to provide the Client with one day of training relating to access to and use of the Application Services in accordance with the Services subscribed by the Client. This training may be provided, at the Client's choice, either to a person designated by the Client who will be responsible for training the Authorized Users in turn, or directly to the Authorized Users as part of a group training session. By agreement between the Parties, training may be conducted remotely or at the Client's premises, it being specified in the latter case that GIGZ may request reimbursement from the Client of its travel and accommodation expenses, upon presentation of the relevant receipts, if the Client's premises are located more than fifty (50) kilometres from GIGZ's registered office.

Any additional training must be the subject of a specific additional agreement and invoice. GIGZ may in particular submit an additional training proposal if its intervention records in the context of technical support and corrective maintenance of the Application Services reveal recurring usage problems by the Client, distinct from anomalies arising from the Application Services. If the Client refuses, GIGZ shall no longer be required to provide technical support services to Authorized Users regarding the recurring issues identified by GIGZ that could have been addressed during training.

The features and prices of the Professional Services optionally subscribed by the Client are set out in the Special Conditions.

GIGZ will use its best efforts to provide the Client with the Professional Services in accordance with the Special Conditions, and will assign personnel with the necessary skills and experience for the tasks entrusted.

GIGZ's execution of the advertising campaigns planned under the Professional Services, on third-party tools, networks and advertising platforms, will be subject to and governed by the budgets pre-defined by the Client, per campaign or overall. GIGZ undertakes not to exceed such budgets and to regularly report to the Client, and in any event at the end of the services, on campaign performance and advertising expenditure incurred. In the context of the Advertising Services, the Client mandates GIGZ to settle such invoices on its behalf. The amounts of the advertising budgets must be communicated in writing by the Client to GIGZ, with any useful instructions regarding their allocation. The amounts corresponding to the advertising budgets, where applicable increased by the commission payable to GIGZ as provided in the Special Conditions, must be paid by the Client to GIGZ according to the terms and within the deadlines indicated by GIGZ, which may include advance payments prior to the launch of campaigns. In the event of late payment of the amounts, GIGZ shall not be held liable for any cancellation, delay, or degraded performance of the advertising campaigns.

The Client is solely responsible for the legality of the content of advertising messages broadcast in the context of advertising campaigns executed by GIGZ on the Client's instructions. The Client undertakes to fully indemnify GIGZ for all payments and costs incurred by it (including lawyers' fees) in the event of any claim, proceeding, demand, judgment, settlement or other action brought against GIGZ based on the allegation that the advertising messages are not compliant with the law.

GIGZ undertakes to: (i) inform, advise and warn the Client regarding decisions relating to the execution of the Professional Services that the Client may be required to make and which are brought to GIGZ's attention, it being specified that the Client remains the sole decision-maker ; (ii) inform and advise the Client on the consistency of the objectives set and choices made during the duration of the Professional Services ; (iii) request from the Client any information and/or data that GIGZ deems necessary for the execution of the Professional Services, and ensure that the elements transmitted meet its request.

The Client undertakes to provide its approvals or refusals as quickly as possible, in any event enabling GIGZ to meet its obligations. Any approval or refusal must be expressed in writing by the Client. An approval or refusal may be validly provided by the Client during a meeting or telephone communication giving rise to the drafting of a complete meeting report. Said meeting report will be deemed accepted by the Client if the Client has not raised any written objection within forty-eight (48) hours of its receipt.

The Client undertakes to cooperate with GIGZ in the execution of the Professional Services throughout the Agreement, including by: (i) regularly informing GIGZ of developments in its offerings and commercial objectives that are the subject of the Professional Services; (ii) making available to GIGZ in a timely manner, even without a specific request from GIGZ, any documentation or information in its possession that is necessary for GIGZ to provide the Professional Services, in a sufficiently documented and complete manner to enable GIGZ to use it upon receipt.

The Client acknowledges and agrees that the use of the Application Services by the Client and/or the provision of the Professional Services by GIGZ may involve the use of elements controlled by third parties, such as tools, networks and other advertising platforms. Unless otherwise specified, the contractual relationship with such third parties will be established between them and GIGZ.

The Client acknowledges and agrees that the performance of the Services must in all cases comply with the contractual conditions imposed by such third parties. GIGZ shall not be held liable for failing to execute a Client instruction if such instruction is contrary to the said third-party contractual conditions.

The price of the Services, including all fees payable to GIGZ in respect of the Client's use of the Application Services and GIGZ's provision of the Professional Services (if subscribed) is set out in the Special Conditions.

The billing frequency for the price of the Services is set out in the Special Conditions. Full payment of invoices issued by GIGZ must be made by the Client within thirty (30) days from the date of the corresponding invoice.

Without prejudice to any damages, any default or late payment by the Client of an invoice on its due date shall automatically result in: (i) the application of a late payment interest equal to three times the statutory interest rate, without prior notice and from the first day of delay ; (ii) the invoicing of a flat-rate recovery fee of forty (40) euros in accordance with article D441-5 of the French Commercial Code; (iii) immediate suspension of the Services; (iv) termination of the Agreement by operation of law thirty (30) days after GIGZ sends a formal notice by registered letter with acknowledgment of receipt that remains without effect.

If the Client considers that the invoice issued by GIGZ is wholly or partly incorrect, the Client must notify GIGZ in writing no later than twenty (20) days after the date of receipt of the invoice. Any dispute raised after this deadline will be considered void and the Client will remain liable for payment of the full corresponding invoice.

For the purposes of providing the Services, the Client may be required to communicate to GIGZ certain Client Content and Client Data protected by intellectual property rights. The Client authorizes GIGZ to use the Client Content and Client Data in the context and for the purposes of providing the Services. GIGZ may also access, process or otherwise use Client Data for the purposes of improving its products and services and/or conducting studies and producing internal statistics, subject to removing any direct link between such data and the Client. Without prejudice to the foregoing, the Client remains the sole owner of the Client Content and Client Data.

GIGZ remains the sole and exclusive owner of all intellectual property rights relating to all elements of the Application Services made available to the Client, as well as more generally the software and hardware IT infrastructure implemented under the Agreement. Subject to the license to access and use the Application Services provided herein, no other intellectual property rights relating to the Application Services shall be assigned, granted or otherwise transferred to the Client under the Agreement. Furthermore, no intellectual property rights shall be transferred to the Client regarding the methodologies, know-how, tools, analyses, software or other elements owned by GIGZ, pre-existing the Agreement or developed subsequently but not constituting a Deliverable. 

Subject to full payment by the Client of all amounts due under the Agreement, GIGZ will assign to the Client all intellectual property rights it holds over the Deliverables. This assignment will be made on an exclusive basis, worldwide and for the full duration of protection of the relevant intellectual property rights. It will take effect upon delivery of the final versions of the Deliverables to the Client. Where the Deliverables include elements owned by GIGZ and pre-existing the Agreement or not developed or obtained exclusively for the Client, the rights over such elements will not be assigned to the Client but GIGZ will grant the Client a non-exclusive license to use them, worldwide and for the duration of protection of the relevant intellectual property rights. Where the Deliverables include elements over which third parties hold intellectual property rights, GIGZ will obtain, on the Client's behalf, any assignment or license of use enabling the Client to use the Deliverables for their intended purpose.

No right or license is granted beyond what is expressly provided for in this article.

The Parties undertake to comply with all applicable data protection laws and regulations, including (i) European Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data; and where applicable (ii) any other national or European legislation or regulation on personal data applicable during the term of the Agreement, including without limitation the so-called "Informatique et Libertés" act no. 78-17 of 6 January 1978, as amended.

The processing of personal data carried out by GIGZ as a processor, acting on behalf of and on the instructions of the Client, is governed by the provisions of the Personal Data Processing Agreement in Annex 2.2 hereof.

In the context of the performance of the Agreement and the administration of the commercial relationship between them, each Party may be required to collect certain personal data relating to the employees, agents and/or legal representatives of the other Party. Such data will be collected and processed by each Party, as independent data controllers and under its sole responsibility. Each party undertakes to defend and indemnify the other Party against any claim, proceeding, demand or action brought against the other Party by a third party, based on the allegation that the processing of personal data for which the first Party is solely responsible does not comply with the law.

The provision of the Services by GIGZ may require the Client to integrate one or more data collection devices (sometimes referred to as "pixel(s)" , "tag(s)" or "cookie(s)" ) into its own online digital assets. GIGZ will communicate to the Client the technical elements and information necessary to carry out this integration. GIGZ disclaims any liability in the event of defective integration of the device by the Client, in disregard of the instructions transmitted by GIGZ. Furthermore, the Client acknowledges and agrees that, as data controller and publisher of its own digital assets, it is solely responsible for compliance with the regulations governing read and write operations on end users' devices caused by the use of the data collection devices provided by GIGZ. In particular, the Client will be solely responsible for implementing, on its digital assets, the means of informing end users and collecting their consent for the collection and processing of their data, it being specified however that GIGZ may provide the Client with reasonable assistance in this regard by communicating any useful technical information. The Client must also comply with any technical instructions transmitted by GIGZ to ensure that consent or non-consent signals from end users are properly received and can be processed by GIGZ.

Each Party (the " Disclosing Party ") acknowledges that the other Party (the " Receiving Party ") may receive commercial, technical or financial information relating to the Disclosing Party's business (hereinafter "Confidential Information "). GIGZ's Confidential Information includes in particular all non-public data relating to GIGZ, as well as information concerning the features, functionality and performance of the Application Services and the Professional Services. The Client's Confidential Information includes in particular all non-public data relating to the Client as well as the Client Content and Client Data. The provisions of the Agreement, including the Services subscribed and their prices, constitute Confidential Information of both Parties.

Confidential Information does not include information that the Receiving Party can demonstrate (i) is generally available to the public, (ii) was in its possession or known to it before being communicated by the Disclosing Party, (iii) was legitimately disclosed to it by a third party, or (iv) was independently developed without using any Confidential Information of the Disclosing Party.

The Receiving Party undertakes to: (i) apply the same degree of care to the Disclosing Party's Confidential Information as it applies to protect its own confidential information of a similar nature, and in any event a minimum level of reasonable care ; (ii) keep all of the Disclosing Party's Confidential Information in strict confidence and security, and not sell, transfer or disclose it to any third party ; (iii) not use such Confidential Information for any purpose other than in the context and for the purposes of the Agreement, or with the Disclosing Party's written authorization ; (iv) entrust the Disclosing Party's Confidential Information only to persons under its authority and control whose functions justify such access.

Notwithstanding the foregoing article, the Receiving Party may disclose the Disclosing Party's confidential information to the extent necessary to comply with a court order or applicable law, provided however that the Receiving Party gives reasonable prior notice of such disclosure to the Disclosing Party and uses reasonable efforts to ensure confidential treatment of such Confidential Information by the recipient(s).

If the Parties have entered into a confidentiality agreement prior to the Agreement that is still in force and whose subject matter covers in whole or in part the subject matter of this clause, the provisions of such agreement and this clause shall both apply. In the event of any conflict, the provisions most protective of the confidentiality of the Confidential Information shall prevail.

GIGZ may conduct (or have conducted by an external provider selected by GIGZ), once per contractual year, a remote or on-site audit at the Client's premises to ensure that the Application Services are used by the Client in accordance with the Agreement and any written instructions previously communicated by GIGZ. GIGZ shall notify the Client in writing no later than ten (10) business days before the start of the audit operations and shall communicate the list of persons responsible for conducting the audit at least two (5) business days before the start of the audit operations. GIGZ undertakes to ensure and to ensure that any third party acting on its behalf maintains strict confidentiality over the information gathered during audits, which shall constitute Confidential Information.

The Client undertakes to cooperate in good faith with the audit operations, including by providing GIGZ with all documents and information reasonably requested by GIGZ in the context of the audit, without prejudice to the Client's right to exclude or redact from such documents and information any confidential information that the Client is not authorized to share with GIGZ.

All costs, fees and/or disbursements related to the conduct of audit operations shall be borne by GIGZ, unless the audit reveals a breach by the Client of its obligations, in which case GIGZ shall be entitled to request that the Client bear such costs, fees and/or disbursements.

GIGZ represents and warrants (i) that the Client's use of the Application Services in accordance with their intended purpose, the Agreement and any written instructions communicated where applicable by GIGZ is not likely to infringe the intellectual property rights of third parties ; (ii) that the provision of the Professional Services will be carried out by GIGZ to the highest quality standards, in particular by assigning only trained and qualified personnel to the provision of such Professional Services. However, GIGZ expressly excludes any warranty in the following cases : 

• Any use of the Application Services that does not comply with their intended purpose, the Agreement or any written instructions communicated where applicable by GIGZ.

• Any association, integration or other linked use of third-party software with the Application Services, outside the integrations permitted by the Application Services or GIGZ's prior written agreement.

• The Client's assignment of insufficiently trained and/or qualified personnel to use the Application Services or receive the Professional Services provided by GIGZ.

The Client represents and warrants (i) that all content, data, information and other elements provided by the Client in the context and for the purposes of the Services – including the Client Data and Client Content – have been collected, designed, developed or otherwise obtained by the Client in a fully lawful manner, that the Client holds all necessary rights to provide them to GIGZ under the Agreement, that their use by GIGZ under the Agreement is not likely to infringe third-party rights and that they are free from any bug, virus, malware or other security anomaly; and (ii) that the Client will assign only sufficiently trained and qualified personnel to the use of the Application Services and/or the receipt of the Professional Services.

Each Party shall only be liable to repair direct and foreseeable losses arising from a breach of contract for which they are responsible. Accordingly, the Parties shall not be liable, in particular, for any lost profits, loss, inaccuracy or corruption of files or data, commercial harm, loss of revenue or profit, loss of customers, loss of opportunity, or the cost of obtaining a substitute product, service or technology.

GIGZ's liability cannot be engaged in respect of failures attributable to the third parties providing the tools, networks and other platforms used in the context of the Services.

In all cases, GIGZ's liability shall be strictly limited to reimbursement of the amounts actually paid by the Client and received by GIGZ during the six (6) months preceding the date on which the event giving rise to liability occurred.

Without prejudice to other cases of termination provided for in the Agreement, in the event of a breach by one of the Parties of its contractual obligations, the Agreement may be terminated by operation of law by the other Party thirty (30) days after sending a formal notice by registered letter with acknowledgment of receipt that has remained without effect. The formal notice shall specify the breach(es) identified and require the relevant Party to remedy them. Furthermore, GIGZ may immediately terminate the Agreement by notifying the Client in writing by any means (email, letter, etc.) if (i) GIGZ determines that the Client's breach of its obligations creates an imminent threat to the security of GIGZ's products and services or other clients; or (ii) the Client's actions or omissions result in denigrating GIGZ's image and/or reputation.

Upon the end of the Agreement, for any reason whatsoever : (i) GIGZ shall immediately cease to provide the Application Services and the Professional Services to the Client ; and (ii) the Client must immediately cease all access to and use of the Application Services.

Upon the Client’s request, which may not occur more than thirty (30) days after the end of the Agreement, GIGZ will return all of the Client Data and Client Content in a standard usable format (CSV or JSON). GIGZ will notify the Client by email before taking any deletion action, and will confirm in writing once deletion has been completed. Upon the Client’s request and subject to additional billing (according to a prior quote), GIGZ may provide the service of reloading the Client Data onto the system selected by the Client, it being the Client’s responsibility to ensure the full compatibility of the whole. Upon the Client’s request and subject to additional billing (according to a prior quote), GIGZ may also provide additional technical assistance services to the Client and/or the third party designated by the Client during the reversibility phase.

Within thirty (30) days after the end of the Agreement, or at the latest at the end of the reversibility operations requested by the Client, GIGZ will delete the Client Data and Client Content, without prejudice to GIGZ's right to retain all or part of the Client Data for the purposes of improving its products and services and/or conducting studies and producing internal statistics, subject to removing any direct link between such data and the Client.

Force majeure means any event or circumstance beyond the control of a party, which is irresistible and unforeseeable in nature, such as total or partial strikes, internal or external to the company, fires, natural disasters, states of war, total or partial interruption or blocking of telecommunications or electrical networks, acts of computer hacking or more generally any other event presenting the characteristics defined in article 1218 of the French Civil Code and by the relevant French case law.

Neither Party shall be liable to the other Party for non-performance or delay in the performance of its obligations under the Agreement due to the occurrence of a force majeure event. Any force majeure event, as defined above, shall suspend the obligations arising from the Agreement for the duration of the event or circumstance.

Should the force majeure event continue uninterrupted for more than six (6) months, either Party may terminate the agreement by sending a letter with acknowledgment of receipt to the other party.

The Agreement is governed by French law.

In the event of a disagreement regarding the interpretation and/or performance of the Agreement, the Parties will use their best efforts to find an amicable solution. To this end, the Parties will meet within fifteen (15) days from receipt of a registered letter with acknowledgement of receipt served by one of the two Parties. If at the end of a further fifteen (15) day period, the Parties are unable to agree on the terms of an amicable resolution, the dispute will be submitted to the courts within the jurisdiction of the Court of Appeal of Rennes by the most diligent Party.

Without prejudice to the more specific provisions of the Personal Data Processing Agreement, GIGZ may engage any subcontractor of its choice for the performance of all or part of the Services.

Neither Party may assign or transfer all or part of its rights and obligations under the Agreement to a third party without the other Party's written consent, except in the case of an assignment or transfer to a company it controls or that directly or indirectly controls it within the meaning of article L. 233-3 of the French Commercial Code, subject in that case to prior written notice to the other Party.

Each Party waives the right to hire or have work done, directly or through an intermediary, by any employee of the other party, without the other party's prior express consent. This waiver is valid throughout the term of the Agreement and for twenty-four (24) months following its termination.

The fact that one of the Parties does not invoke a commitment by the other Party with respect to any of the obligations set out herein shall not be interpreted in the future as a waiver of the obligation in question.

The nullity, lapse, unenforceability or inapplicability of any one or more provisions of the Agreement shall not entail the nullity, lapse, unenforceability or inapplicability of the other provisions, which shall retain full effect. However, the Parties may, by mutual agreement, agree to replace the invalid provision(s).

The Parties acknowledge that this Agreement may be signed electronically. In such case, the electronically signed Agreement shall constitute valid evidence for assessing the rights, obligations and responsibilities of the Parties and the consent of their signatories, in accordance with article 1367 of the French Civil Code.

1.1  Availability Rates and Service Credits.

1.2 Procedure for Requesting a Service Credit.
Request to be sent in writing to support@gigz.fr. Each request must include the following: (i) "GIGZ Application Services Credit Request" as the subject ; (ii) the start and end dates and times of each incident, as well as the calculation of the Unavailability Period in accordance with the terms indicated above ; (iii) a detailed description of each incident.

2.1 Priority Levels.

2.2 Maintenance Operations.

An incident shall be deemed resolved including from the implementation of a workaround solution before a definitive solution is found.

2.3.  Incident Notification Procedure by the Client.

Incidents are notified by the client to support@gigz.fr. This notification shall include: (i) "Application Services Incident Notification" as the subject; (ii) the date and time of each incident; and (iii) a detailed description of the incident encountered.

1. Purpose. This personal data processing agreement (" the Agreement ") forms an integral part of the Agreement and supplements the provisions of its article provisions of article 10.2. Its purpose is to define the obligations of the Parties relating to the processing of personal data carried out by GIGZ in the context of the performance of the Agreement, acting as a processor on behalf of and on the instructions of the Client. 

2. Role of the Parties. In the context of the processing described in this Agreement, GIGZ acts as a processor on behalf of the Client. The Client is the data controller or acts as a first-level processor on behalf of the data controller, and accordingly determines the purposes and means of the processing covered by this Agreement (directly or on behalf of the data controller).
   

3.  Definitions. In this Agreement, the words and expressions used have the meaning assigned to them, where applicable, by article 1 of the General Terms or by the applicable regulations on the protection of personal data, including: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and, where applicable, (ii) any other national or EU legislation or regulation applicable during the term of the Agreement, including the French law no. 78-17 of 6 January 1978, as amended (hereinafter together the " Personal Data Regulations »).

1. Provision of Instructions by the Client. The characteristics of the personal data processing that GIGZ carries out on behalf of the Client, as well as the Client's instructions at the date hereof, are set out in in Annex 1 of the Special Conditions (hereinafter the " Processing Instructions »). During the term of the Agreement, the Client undertakes to formulate and, where applicable, to update in writing the Processing Instructions and more generally to document in writing all additional instructions relating to the processing expected from GIGZ in the performance of this Agreement, which shall also constitute Processing Instructions. GIGZ's liability may not be engaged on the grounds of non-compliance with an instruction that has not been documented in writing by the Client.
   

2. Compliance with Instructions by GIGZ. GIGZ will process personal data in accordance with the Agreement and the Processing Instructions, unless it is required to do otherwise under the Personal Data Regulations. In such case, it will inform the Client of this obligation prior to its implementation unless the relevant regulation prohibits such information.
   

3. Lawfulness of Processing Instructions. The Client represents and warrants that it has ensured the lawfulness of the Processing Instructions and more generally of the characteristics of the processing subject to this Agreement under the Personal Data Regulations, in particular with regard to the purposes of the processing, the determination of the legal bases, the information and, if applicable, the collection of the consent of the data subjects as well as the definition of the retention period.  Without prejudice to the foregoing, if GIGZ considers that a Processing Instruction constitutes a violation of the Personal Data Regulations, it will inform the Client. GIGZ may not, however, be required to conduct in-depth legal analyses of the Processing Instructions. The Parties may exchange their views, but the final decision rests with the Client and is made by the Client under its own responsibility. 
   

4. Internal Statistics and Service Improvement. The Client expressly authorises GIGZ to reuse personal data processed under this Agreement solely in a fully anonymised and aggregated form, with no possibility of re-identifying the Client, its customers, ticket buyers, contacts or end users. Such reuse is strictly limited to internal purposes (product improvement, studies, internal statistics). No personal data of the Client shall be shared with or made accessible to any third party beyond the subprocessors strictly necessary to deliver the Services. Client, for the purposes of improving its products and services and/or for conducting studies and producing internal statistics, subject to removing any direct link between such data and the Client. 

1. Confidentiality Obligation. GIGZ will ensure that persons under its authority and authorized to process personal data undertake to respect the confidentiality thereof or are subject to a statutory obligation of confidentiality.
   

2. Security. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risks, whose degree of likelihood and severity varies, for the rights and freedoms of natural persons, GIGZ undertakes to implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including among others, as needed: (a) pseudonymization and encryption of personal data; (b) means to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (c) means to restore availability of and access to personal data in a timely manner in the event of a physical or technical incident; (d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. In the event that the evolution of legal, regulatory requirements and/or the positions and recommendations of supervisory authorities regarding technical and organizational measures increase GIGZ's obligations in this regard, the Parties undertake to meet in order to find an amicable solution regarding the adaptations to be made to the Agreement, including with regard to GIGZ's compensation.
   

3. Data Breach. GIGZ undertakes to notify the Client of any breach of personal data relating to the processing subject to this Agreement, without undue delay and in any case within 24 (twenty-four) hours after becoming aware of it. This notification will be accompanied, to the extent possible, by all useful information available to GIGZ to enable the Client to assess the nature and consequences of the data breach, to notify such breach to the competent supervisory authority and, where applicable, to the data subjects. It is exclusively the Client’s responsibility (or the data controller on whose behalf it acts) to notify, where applicable, personal data breaches to the competent data protection authority as well as to the data subjects.

1. Client Obligation. It is exclusively the Client's responsibility (or the data controller on whose behalf it acts) to prepare and ensure the communication to data subjects of all information relating to the terms of processing of their personal data and their rights, in accordance with the Personal Data Regulations. 
   

2. GIGZ Cooperation. Without prejudice to the provisions of the preceding paragraph, GIGZ will use its best efforts to cooperate with the Client to help it meet the requirements of the Personal Data Regulations, in particular with regard to the technical content of the information provided to data subjects and the exercise of their rights. In the latter case, GIGZ undertakes to promptly transmit to the Client any request received from data subjects regarding the exercise of their rights as well as the information enabling it to respond to such requests insofar as it has such information. Any intervention requested from GIGZ by the Client in connection with the management of the exercise of data subjects' rights will be carried out at the Client's expense if it occasions a processing time of more than two (2) hours.

1. Authorization. The Client generally authorises GIGZ to engage subsequent subprocessors. The list of subsequent subprocessors is set out in Annex 1 of the Special Conditions. GIGZ must notify the Client in writing before any modification to this list. The Client shall have a period of five (5) business days following notification of the modification to raise any written and reasoned objections regarding the proposed modification. In the event that the Client objects to the addition of a subsequent subprocessor that is indispensable for GIGZ's provision of the services requested by the Client, due to the expertise, material capabilities, market position and/or any other objective criterion communicated by GIGZ to the Client, GIGZ shall not be held liable in the event of impossibility or failure in providing all or part of the services concerned. Furthermore, the Agreement will be terminated by operation of law by GIGZ upon receipt of a registered letter with acknowledgement of receipt sent to the Client, if the provision of the Services becomes totally impossible in the absence of the subsequent subprocessor to which the Client has objected.

2. Agreement with Subsequent Subprocessors. Any agreement signed between GIGZ and a subsequent subprocessor must impose on the subsequent subprocessor obligations at least equivalent to those provided for in this Agreement.

The following conditions must be met prior to any transfer by GIGZ of personal data processed on behalf of the Client to a country outside the European Union that has not been the subject of a partial or total adequacy decision by the European Commission: 

• Obtain the Client's written authorization. On the date of signature of the Agreement, the Client grants its authorization for transfers made in the context of the use of the subsequent subprocessors listed in Annex 1 of the Special Conditions;

• Implement one of the appropriate safeguards referred to in article 46 of the GDPR ; 

• Where applicable, implement additional technical and/or organizational measures to ensure that the rights of data subjects whose personal data is transferred to a third country effectively benefit from a level of protection substantially equivalent to that guaranteed within the European Union, taking into account the risks identified in relation to any potential access by public authorities of the third country concerned following analysis of the relevant elements of that country's legal system.

Upon expiration of the retention periods specified in the Processing Instructions and in any event at the end of the Agreement, GIGZ will delete all personal data processed under this Agreement, or return it to the Client or any person designated by the Client, according to the Client's choice expressed in writing pursuant to article 16.3 of the General Terms. Upon completion of these operations, GIGZ will destroy the existing copies, without prejudice to GIGZ's right to retain all or part of the data as data controller under article 2.4 and to temporarily archive all or part of the personal data processed under this Agreement, to enable it to provide evidence of the proper performance of its contractual obligations, or to comply with a statutory retention obligation. 

1. Data Protection Impact Assessment and Prior Consultation with the Supervisory Authority. GIGZ will use its best efforts to assist the Client in carrying out data protection impact assessments and, where applicable, prior consultation with the competent supervisory authority. The costs associated with GIGZ's involvement in this context will be borne by the Client and will give rise to a prior quote by GIGZ. 
   

2. Communication of Information. GIGZ will communicate to the Client, within a reasonable time and upon the Client's written request, all information in its possession that is necessary to demonstrate compliance with the operations of the processing of personal data that it carries out pursuant to this Agreement.
   

3. Audits and Inspections. GIGZ undertakes to cooperate with the Client, upon the Client's written request, in the conduct of audits and inspections aimed at verifying GIGZ's compliance with its obligations under this Agreement, subject to the following conditions: 

• The Client may conduct a maximum of one (1) audit or inspection per contractual year. This limit does not, however, apply in the event of a security incident leading to a data breach. In such a situation, the Client may conduct an additional specific audit or inspection following the security incident. 

• The Client must notify GIGZ by registered letter with acknowledgement of receipt of the conduct of the audit, the verification operations envisaged, with at least thirty (30) business days' notice before the start of the audit. This notice period may be reduced to fifteen (15) business days in the event of an audit following a security incident that resulted in a data breach. Where an external auditor is used, the external auditor must not carry on activities competing with those of GIGZ. Before the audit takes place, the Client and the auditor must sign a confidentiality agreement. The auditor undertakes in particular to use the information communicated in the context of the audit solely for the strict purposes of conducting the audit.

• The Client will bear alone the costs incurred by the audits or inspections it decides to conduct. GIGZ's operations carried out for the purposes of the audit or inspection will be the subject of a prior quote that must be accepted by the Client before GIGZ commences such operations. 

• The audit report must be transmitted to GIGZ within fifteen (15) business days from the end of the audit. GIGZ may submit its observations on the audit report within fifteen (15) business days, which will be incorporated into the final audit report. The Parties will meet and discuss any measures that may need to be implemented following the audit.