Miuros - General Terms

Preamble

Miuros creates and develops online services based on machine learning and natural language processing techniques, that optimize productivity of customer support teams and reveal new insights from the data collected (the “Services”).

For the purpose of its activity, a company (the “Client”) may receive questions and requests from its customers (the “Tickets”) handled by its customer support representatives (the “Agents”) and stored into a dedicated software (the “Ticketing System”).

The Client who is entering into these General Terms on behalf of a company or other legal entity, declares to have the authority to bind such entity to these General Terms.

The Client may not access the Miuros Services if it is a direct competitor of Miuros, except with its prior written consent. In addition, the Client may not access the Services for purposes of monitoring the Services’ availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. Purpose

The purpose of these General Terms is to define the rights and obligations of Miuros and its Client (the “Parties”), as well as to define the terms and conditions of use of the Services provided by Miuros to the Client.

These General Terms govern the acquisition and the use of the Services, as well as the Trials, described below.

They can be accessed and inspected at any moment via a direct link on Miuros' website (the "Website"): https://miuros.com/general-terms

For paying Clients, an order agreement (the “Order Agreement”) entered into the Parties shall define the scope and the price of the Services.

The General Terms and Order Agreement constitute the entire agreement (the “Agreement”) between the parties.

2. Website and Services Manager, Contact Details

Miuros can be contacted at:

  • Email address: info@miuros.com

  • Postal address: 92, Cours Lafayette, CS 53515, 69489 Lyon Cedex 3, France

3. Website and Services for professional use only

The Website and the Services are intended exclusively for professionals, i.e. person or entity with a regular remunerated activity in any branch of trade or industry.

4. Registering on the Website

In order to use the Services, Miuros will register one of the person authorized to use the Services, (the “Users”) as a user with administrator privileges (the “Administrator”) entitling him or her to register other Users directly from the Website. To register the Administrator, Miuros will be provided with the Administrator’s first name, last name and email address.

Registering involves opening an account in the Users' name (the "Account"), giving the Users access to their personal space (the "Personal Space"), which shall enable them to use the Services in the form and according to the technical means that Miuros deems most appropriate for providing said Services.

Users guarantee that all information they provide for registration is exact, up-to-date and sincere and is in no way misleading or dishonest.

Users agree to update information in their Personal Space in the event that it should change, in order to continuously meet the above-mentioned criteria.

Users are hereby informed and accept that the information provided by them for the creation or update of their Account is a valid proof of identity. Details entered by the Users shall be binding upon confirmation.

Users can access their Personal Space by logging in to the Website using their email address and password.

Users agree to use the Services personally and agree not to allow any third party to use them on their behalf, unless such User accepts full responsibility for the resulting consequences.

Users are also responsible for keeping their credentials confidential. Users must contact Miuros immediately via any of the channels mentioned in Section 2 of these General Terms , should they notice that their account has been used without their knowledge. Users acknowledge Miuros' right to take all measures it deems appropriate in such a case.

5. Services

Miuros delivers its Services as softwares. The Client may access these softwares, in the form and according to the technical means that Miuros deems the most appropriate.

For paying Clients, the scope of the Services provided by Miuros is defined in the Order Agreement.

5.1 Support

Support services include the following:

  • Technical support service by email, at the email address help@miuros.com, or through other communication channels offered by Miuros. Miuros will use its best efforts to provide satisfactory technical support via email, but does not guarantee any specific response time.

  • Automatic update of the Software.

  • Access to the most current documentation available on the Website, including tutorials.

Users may contact Miuros should they wish premium support with guarantees of response time and availability of staff.

5.2 Non-generally-available Miuros Services

From time to time, Miuros may invite its Clients to try, at no charge, its products or services that are not generally available to its customers ("Non-GA Miuros Services"). The Client may accept or decline any such trial in its sole discretion. Any Non-GA Miuros Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Miuros Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA MIUROS SERVICES ARE NOT CONSIDERED "MIUROS SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. Miuros may discontinue Non-GA Miuros Services at any time in its sole discretion and may never make them generally available.

5.3 Other Services

Miuros reserves the right to propose any other service it deems useful, in the form and according to the technical means it deems most appropriate for providing said service.

6. Subscription

6.1 The Trial

At the initiative of Miuros, the Client may start benefiting from the Services through a free trial or paying trial (the “Trial”).

In the end of the potential Trial, the Client shall have the option to no longer benefit from the Services. In such event, the Client will inform Miuros by email of its decision at least 1 (one) day prior to the end of the Trial and its subscription for the Services will expire at the end of the Trial period and shall not auto-renew.

Any data entered into the Miuros Services by the Client or received by the Client in connection with its use of the Services, and any customizations that may be made to the Services during the Trial period, will be permanently lost unless the Client purchases a subscription to the same Services as those covered by the Trial before the end of the Trial period.

6.2 The subscription

Should the Client chose to maintain its subscription after the Trial, its subscription shall begin on the activation date set out in the Order Agreement and will last for the duration provided for in the Order Agreement, from the starting date of the Trial (the “Initial Period”).

Its subscription shall then be tacitly renewed for successive period of the same term than the Initial Period, unless notice of termination is given by either parties by any written mean at the latest 1 (one) week before the end of each current period.

Except if cancelled at the end of a potential Trial period, any Subscription year started is due in its entirety.

30 (thirty) days after the effective date of termination of the Client’s subscription or after the effective date of termination of the Trial, and upon the Client’s request, the Client may download a file of its data and request it to be erased from Miuros’ storage drives. Personal data deletion shall include destruction of all existing copies unless otherwise a legal requirement to retain the data.

After such 30-day period, Miuros shall have no obligation to maintain or provide any of the Client’s data.

7. Financial Conditions

7.1 Prices

The prices of the Services are indicated in the Order Agreement.

Unless otherwise stated, they are expressed in Euros and exclude VAT. 

Miuros reserves the right, at its sole discretion and according to conditions that it deems appropriate, to propose promotional offers or price reductions.

7.2 Price revision

The prices provided in the Order Agreement may be revised by Miuros at any time, but this revision will only apply upon the renewal of the subscription.

The Client that does not accept the new prices must cancel its Subscription according to the terms set out in Section 6.2 “The Subscription” of these General Terms.

7.3 Terms of payment

Each invoice issued by Miuros shall be paid 30 (thirty) days from the invoice date.

The payment of the Subscription price is carried out by bank transfer or other means as communicated by Miuros.

The Client guarantees to Miuros that it has all the necessary authorizations to use the chosen payment mode. The Client undertakes to take all necessary measures so as to ensure the safe carrying out of the direct debit.

7.4 Taxes

Unless otherwise stated, Miuros fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). The Client is responsible for paying all Taxes associated with its purchases of the Services, except those assessable against Miuros measured by its net income.

7.5 Payment delays and incidents

The Client is hereby informed and expressly agrees that any payment delay of all or part of any payable amount at its due term, shall automatically entail, without prejudice to the provisions set out in Sections “Sanctions for breaches” and “Termination”, and without prior formal notice:

(i) Forfeiture of the term of all amounts payable by the Client in question, which will become immediately due,

(ii) Immediate suspension of current Services until complete payment by the Client of all amounts due,

(iii) Invoicing of a late payment interest, to Miuros’ benefit, at the rate of 3 (three) times the legal interest rate, calculated off of the total of all amounts due by the Client in question and a flat indemnity of 40 (forty) euros in recovery fees, without prejudice of any further compensation in the event effective recovery fees should exceed this amount.

8. Proof

The Client expressly acknowledges and accepts that:

(i) Data collected on Miuros' website and its computer equipment attest to the reality of the transactions performed in the context of this Agreement,

(ii) This data is the only means of acceptable proof between the Parties, in particular for the calculation of amounts due to Miuros.

9. Client’s obligations

Without prejudice to other obligations provided for in this Agreement, the Client undertakes to respect the following obligations:

The Client agrees, in its use of the Services, to respect and abide by all laws and regulations in force and not to violate public order or infringe upon the rights of any third party.

The Client is solely responsible for successfully completing all necessary administrative, tax and/or social contributions concerning it that could result from its use of the Services. Miuros shall in no case be held liable in this respect.

The Client acknowledges that he understood the characteristics and constraints, technical in particular, of the entire range of Services. Each Client is solely responsible for its use of the Services.

The Client undertakes to use the Services personally. The Client shall not transfer, sublicense, delegate or assign all or part of its rights under the present Agreement to any third party, with the exception of its subsidiaries.

The Client agrees to provide Miuros with all information necessary for the proper performance of the Services. More generally, the Client agrees to actively cooperate with Miuros with a view to ensure the proper performance of this General Terms.

The Client acknowledges that the Services provide it with an additional solution, not an alternative solution, for customer support, and that this solution cannot substitute other means that the Client may obtain of elsewhere and reach the same goal.

The Client must take all necessary measures to back up through its own resources the information it deems necessary in its Personal Space, as no copy of this information shall be provided to it.

The Client expressly acknowledges that the use of the Services requires that it needs a working internet connection and that it is solely responsible for such connection.

The Client is solely responsible for the contents of whatever nature (editorial, graphic, audio, audio-visual or otherwise) generated by the Users, or extracted by Miuros via the Ticketing System, or for any content created by the Users via the Services, and contained in the Software (the "Content").

The Client guarantees Miuros that it has all the necessary rights and authorizations for the storing, indexing and use of the Content.

The Client agrees that the Content is legal, does not violate public order, is not contrary to accepted standards of public decency, does not infringe on any third-party rights or legal provision and / or regulation, and, more generally, is in no way likely to be grounds for civil or criminal, administrative or any other judicial proceeding.

10. Prohibited behaviour

10.1 It is strictly prohibited to use the Services to the following ends:

  • Carrying out unlawful or fraudulent activities or infringing on the rights or the security of others,

  • Violating public order or any local policy or laws,

  • Hacking into the computer system of a third party or any activity aimed to harm, control, interfere or intercept with, all or part of a third party's computer system, violating its integrity or its security,

  • Sending unsolicited emails and / or commercial solicitation,

  • Tampering with the aim to improve the referencing of another site,

  • Using the Website for the release of information or links to third party websites,

  • Assisting or inciting, in any manner or form whatsoever, the carrying out of one or multiple actions described above,

  • And more generally, any action that uses the Services for any other purpose than that for which they were designed.

10.2 The Client is strictly prohibited from copying and / or using for its own purposes or those of a third party, the concept, technology or any other component of Miuros’ Website.

10.3 The following is also strictly prohibited: (i) any behaviour that would interrupt, suspend, slow down or prevent the continuity of the Services, (ii) any hacking or attempts to hack into Miuros’ IT systems, (iii) any hijacking of the Website's system resources, (iv) any acts that would place a disproportionate load on the Website's infrastructure, (v) any attempts to breach the Website's security and authentication structures, (vi) any acts that could infringe on the rights and financial, commercial and moral interests of Miuros or of the Users of its Website and finally, more generally, (vii) any breach of this Agreement.

10.4 It is strictly prohibited to make money from, sell or concede all or part of one's access to the Services or to the Website or to the information that is hosted and / or shared on the Website.

11. The Client’s warranty

The Client agrees to defend, indemnify and hold Miuros harmless from and against any claims, demands, actions and/or grievances whatsoever, that Miuros could incur as a result of a breach by the Client of any one of its obligations or guarantees under this Agreement.

The Client agrees to compensate Miuros for any prejudice that the latter could be subject to, and to reimburse any costs, liabilities, charges and / or convictions that the latter could incur, as a result of such a breach.

12. Miuros’ liability and warranties

12.1 Miuros agrees to provide the Services with due diligence and in compliance with trade practice, it being specified that Miuros shall have an obligation of best efforts, and not an obligation of result, which is expressly acknowledged and agreed by the Client.

12.2 Miuros’ intervention is limited to the provision of the Services described in Section 5.

Miuros claims no ownership or control over Content stored and indexed within the context of the Services. Consequently, Miuros cannot be held liable for such Content, with regard to which Miuros only intervenes within the role of hosting provider. The User acknowledges and agrees that Miuros may suppress from the Services any obviously unlawful Content that Miuros may have knowledge of, especially as a result of a claim from a third party.

12.3 Miuros undertakes to take all appropriate measures to preserve the security and confidentiality of the stored and indexed Content and to prevent unauthorised third parties from accessing such Content.

Miuros will promptly delete from its servers all stored and indexed Content upon cancellation of the Client’s Subscription.

12.4 Miuros does not guarantee to Users (i) that the Services, that are subject to constant research to improve their performance and progress, will be totally free of errors, faults or defects, (ii) that the Services, being standard and not offered specifically to any one given User according to that User’s own personal constraints, shall specifically meet that User’s needs or expectations.

12.5 In any event, any liability that may be incurred by Miuros within the framework of this agreement is expressly and solely limited to direct actual damages suffered by the Client and shall not exceed the total amount paid by the Client within the year preceding these damages.

13. Mutual warranties

Each Party warrants that it has validly entered into this Agreement and has the legal power to do so.

Except as expressly provided herein, neither Party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each Party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.

Each Party disclaims all liability for any harm or damages caused by any third party hosting providers.

14. Mutual indemnification

14.1 Indemnification by Miuros

Miuros shall defend the Client against any claim, demand, suit, or proceeding made or brought against it by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against the Client"), and shall indemnify the Client for any damages, attorney fees and costs finally awarded against the Client as a result of, and for amounts paid by the Client under a court-approved settlement of, a Claim Against the Client ; provided that the Client (a) promptly gives Miuros written notice of the Claim Against the Client; (b) gives Miuros sole control of the defence and settlement of the Claim Against the Client (provided that Miuros may not settle any Claim Against the Client unless the settlement unconditionally releases the Client of all liability); and (c) provides to Miuros all reasonable assistance, at `Miuros’ expense. In the event of a Claim Against the Client, or if Miuros reasonably believes the Services may infringe or misappropriate, Miuros may in its discretion and at no cost to the Client (i) modify the Services so that they no longer infringe or misappropriate, (ii) obtain a license for the Client’s continued use of the Services in accordance with this Agreement, or (iii) terminate the Client’s subscriptions for such Services upon 30 days’ written notice and refund to the Client any prepaid fees covering the remainder of the term of such subscriptions after the effective date of termination.

14.2 Indemnification by the Client

The Client shall defend Miuros against any claim, demand, suit or proceeding made or brought against Miuros by a third party alleging that the Client’s Data, or its use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a "Claim Against Miuros"), and shall indemnify Miuros for any damages, attorney fees and costs finally awarded against Miuros as a result of, or for any amounts paid by Miuros under a court-approved settlement of, a Claim Against Miuros; provided that Miuros (a) promptly gives the Client written notice of the Claim Against Miuros; (b) give the Client sole control of the defence and settlement of the Claim Against Miuros (provided that the Client may not settle any Claim Against Miuros unless the settlement unconditionally releases Miuros of all liability); and (c) provides to the Client all reasonable assistance, at the Client’s expense.

14.3 Exclusive Remedy.

This Section 13 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

15. Limitation of liability

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

16. Sanctions for breaches

In the event of a breach by the Client of any of the provisions of this Agreement or more generally, of any infringement by the former of any laws and regulations in force, Miuros reserves the right to take any measures it deems appropriate and in particular:

  • To suspend access to the Services for any User who has breached any provision or infringed any law or regulation, or who has participated in such breach or infringement,

  • To inform any relevant authorities,

  • To initiate any appropriate legal proceedings.

In the event of a breach by a User of a substantial obligation stipulated in these General Terms, Miuros reserves the right to immediately cancel the User’s access to all or part of the Services, effective immediately, by letter, fax or email.

The cancellation will cause the automatic deletion of the User’s Account, along with all corresponding stored and indexed Content, without prejudice to the other consequences that may be set out in the present General Terms.

17. Intellectual Property

17.1 Reservation of rights in the Services

Subject to the limited rights expressly granted hereunder, Miuros reserves all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to the Client hereunder other than as expressly set forth herein.

17.2 Restrictions

The Client shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on its own intranets or otherwise for its own internal business purposes, (iv) reverse engineer the Services, (v) remove any proprietary notices within the Services;  or (vi) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

17.3 The Client’s Data

Subject to the limited rights granted by the Client hereunder, Miuros acquires no right, title or interest from the Client or its licensors under this Agreement in or to the Client’s Data, including any intellectual property rights therein.

17.4 Suggestions

Miuros shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by the Client, including Users, relating to the operation of the Services.

18. Personal Data

Miuros practises a policy of personal data protection, the characteristics of which are detailed in Miuros’ "Privacy policy " (https://miuros.com/privacy), which the Client is expressly invited to read.

18.1 In the context of their contractual relations, the Parties undertake to comply with the laws and regulations that apply to personal data, including any national data protection act and regulation (UE) 2016/679 of 27th April, 2016 (“General Data Protection Regulation” or “GDPR”).

18.2 In the context of this Agreement, and for the sole purposes of the Services, Miuros is authorized to process, on behalf of the Client, the personal data necessary for performing the Agreement (the “Personal Data”).

18.3 With regard to the above-mentioned processing, Miuros is the data processor for the Client, who is Data Controller within the meaning of the French Data Protection Act and the GDPR.

18.4 The processing has the following characteristics:

  • Nature of operations carried out on the data: performance of the Services specified in the General Terms;

  • Purposes of the processing: performance of the Agreement;

  • Personal Data processed: any personal data stored into the Ticketing System;

  • Categories of data subjects: the Client’s employees, customers and partners;

  • Term of the processing: term of the Agreement.

18.5 As a processor, Miuros undertakes to:

  • process the Personal Data solely for the purpose of sub-contracting.

  • process the Personal Data in accordance with the documented instructions communicated to Miuros by the Client. Where Miuros considers that an instruction infringes the GDPR or of any other legal provision of the Union or of Member States regarding data protection, it shall immediately inform the Client thereof. Moreover, if Miuros is obliged to transfer Personal Data to a third country or an international organization, under European Union law or Member State law to which Miuros is subject, Miuros shall inform the Client of that legal requirement before processing, unless such law prohibits such information to be divulged on important grounds of public interest.

  • guarantee the confidentiality of Personal Data processed hereunder.

  • ensure that the persons authorized to process the Personal Data hereunder:

    • have committed themselves to confidentiality or are under an appropriate statutory confidentiality obligation,

    • receive the appropriate personal data protection training.

  • take into consideration, in terms of its tools, products, applications or services, the principles of data protection by design and by default.

18.6 As a processor, Miuros also undertakes the following obligations :

  • Sub-contracting: The Client expressly authorizes Miuros to hire the Subcontractor to conduct the above-mentioned processing in the context of performance of the Assignment. The Subcontractor is obliged to comply with the obligations hereunder on behalf of and on instructions from the Client. It is Miuros’ responsibility to ensure that the Subcontractor provides the same guarantees to implement appropriate technical and organizational measures in such a manner that the processing meet the requirements of the GDPR. If the Subcontractor fails to fulfil its data protection obligations, Miuros remains fully liable with regard to the Client for the Subcontractor's performance of its obligations.

  • Data subjects' right to information: It is the Client's responsibility to inform the data subjects concerned by the processing operations at the time Personal Data are being collected.

  • Exercise of data subjects' rights: Miuros shall assist the Client, insofar as possible, with the fulfilment of its obligation to respond to requests for exercising the data subject's rights: right of access, rectification, erasure and objection, right to restriction of processing, right to data portability, right not to be subject to an automated individual decision (including profiling).Where the data subjects submit requests to Miuros to exercise their rights, Miuros must forward these requests as soon as they are received by email to its email address.

  • Notification of Personal Data breach: Miuros shall notify the Client of any Personal Data breach not later than 72 (seventy-two) hours after having become aware of it, by email. Said notification shall be sent along with any necessary documentation to enable the Client, where necessary, to notify this breach to the competent supervisory authority.

  • Assistance by Miuros to the Client regarding compliance with its obligations: Miuros assists the Client (a) in carrying out data protection impact assessments and (b) with regard to prior consultation of the supervisory authority.

  • Security measures: Miuros undertakes to implement the appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia:

    • the pseudonymization and/or encryption of certain Personal Data, with the exception of Personal Data contained in written messages between the end customer and customer service;

    • the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

    • the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;

    • a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.

  • Fate of the data: At the end of the Assignment, Miuros undertakes, at the Client’s choosing, to destroy the Personal Data or return them to the Client. Together with said return, all existing copies in Miuros' information systems must be destroyed. Once destroyed, Miuros must demonstrate, in writing, that this destruction has taken place.

  • The Data Protection Officer: Miuros shall communicate to the Client the name and contact details of its data protection officer, if it has designated one in accordance with Article 37 of the GDPR.

  • Record of categories of processing activities: Miuros states that it shall maintain a written record of all categories of processing activities carried out on behalf of the Client, containing:

    • the name and contact details of the Client, the Subcontractor and, where applicable, the data protection officer;

    • the categories of processing carried out on behalf of the Client;

    • where applicable, transfers of Personal Data to a third country or an international organization, including the identification of that third country or international organization and, in the case of transfers referred to in the second subparagraph of Article 49(1) of the GDPR, the documentation indicating suitable safeguards;

    • where possible, a general description of the technical and organizational security measures, including inter alia:

      • the pseudonymization and encryption of Personal Data;

      • the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

      • the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;

      • a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.

  • Documentation: Miuros provides, at the request of the Client with the necessary documentation for demonstrating compliance with all of its obligations and for allowing the Client or any other auditor it has authorized to conduct audits, including inspections, and for contributing to such audits.During such audits, the Client or the auditor it has entrusted for this purpose shall not be authorized to access to Miuros’ trade secrets, its strategic information or any information that Miuros has undertaken to keep confidential. Miuros shall have the right to oppose all inspections and/or checks from the Client or its auditor that may enable it to access to such information, without the Client being able to make any claim in this regard. In any event, the Client shall ensure that the auditor and, more generally, its personnel proceeding to said audits are submitted to appropriate confidentiality obligations.

18.7 When it processes data of European citizen, the Client is obliged to comply with its commitments as data controller under the national legislation applicable to these citizen  and the GDPR, including with regard to its information undertaking towards data subjects, the maintenance of a record of processing activities carried out and more generally compliance with the principles of GDPR. The Client also undertakes to:

  • provide Miuros with all information required in order to comply with regulations, including information necessary to assist the Client to respond to requests for exercising the data subject's rights;

  • document in writing any instruction bearing on the processing of Personal Data by Miuros;

  • ensure, before and throughout the processing, compliance with the obligations set out in the GDPR by Miuros;

  • supervise the processing, including by conducting audits and inspections with Miuros.

19. Confidentiality

Each of the Parties undertakes to keep strictly confidential all documents and information of a legal, commercial, industrial, strategic, technical or financial nature sent by the other Party during the execution of this Agreement, as well as not to disclose them without the prior written consent of the other Party.

This obligation shall not include documents and information:

  • that the Party who receives them already had previous knowledge of,

  • that are already in the public sphere at the moment they are sent between Parties or that enter the public sphere without breaching this Agreement,

  • that were lawfully received from a third party,

  • the disclosure of which is required by legal authorities, through the application of laws and regulations or with a view to establishing the rights of a Party under this Agreement.

This confidentiality requirement covers all employees of both Parties as well as their joint affiliates and contractors.

It is binding for 3 (three) years following the end of business between the Parties.

20. Customer references

The Client expressly authorize Miuros to cite and use as appropriate a reproduction of its trademark or logo as a customer reference, especially at events, in its business documents and on its Internet site, in any form whatsoever.

21. Termination for breach

In the event of breach by either of the Parties of any of their obligations hereto, this Agreement shall be fully terminated 15 (fifteen) days after the Party in breach has received notice from the other Party by registered letter with acknowledgement of receipt, and this having received no response, stating the latter's intention to apply this clause, this without prejudice to any damages that could be claimed from the Party in breach.

22. Independent Parties

It is expressly agreed that neither of the Parties can invoke this Agreement to claim to be an agent, an officer or an employee of the other Party, nor make any commitment in the name and on behalf of the other Party toward third parties, except where provided for in this Agreement.

No legal structure of any kind is formed between the Parties hereunder. Each Party retains its autonomy, its responsibilities and its own clients.

23. Entire agreement, severance, partial non-validity

This Agreement constitutes the entire and sole agreement between the Parties. It supersedes all prior undertakings, either written or oral, relating to its purpose.

When a specific DPA (Data Process Agreement) has been concluded between the Parties, it supersedes Section 18 of these General Terms.

It is expressly agreed between the Parties that this Agreement was freely negotiated between them and therefore any other document commonly used by either Party, such as general terms and conditions of sales or purchase, shall not apply herein.

In the event that any clause of this Agreement is declared void, unwritten or unenforceable, such clause shall be deemed null and void and shall not affect the validity or continuity of the Agreement as a whole, unless it is a clause which was of decisive nature for one of the Parties on the date of signing the Agreement. In this case, the Parties shall have to negotiate in good faith with a view to replacing this clause with a clause that reflects their original intention.

Any modification or amendment to this Agreement must be subject to a written addendum which may take place through an exchange of emails, when expressly stated herein.

24. Non-waiver

If one of the Parties does not enforce any of its rights or does not demand the execution of any of the obligations or responsibilities of the other Party under this Agreement, this shall not in itself be regarded as a waiver by such Party of its rights, obligations and responsibilities under this Agreement.

25. Law and Jurisdiction

This Agreement is subject to French law and shall be interpreted and governed by such.

In the event of any dispute that may arise in connection with its interpretation, its validity or its enforcement, the Parties shall attempt to settle amicably this dispute. Should the Parties fail to reach to an amicable settlement within a period of 1 (one) month after the date of the first notice sent by one Party to the other with regard to the relevant dispute, said dispute shall be referred to the exclusive jurisdiction of the courts of Paris (France).