Article 1: Scope
This Agreement, made up of the subscription agreement, the General and Special Conditions of subscription which follow and the Description of the scope of the subscription form, governs the relations between AFNOR and the Licensee excluding any other prior, concurrent or later written or verbal undertaking. In particular, the Agreement prevails over all general or special conditions of the Licensee.
Article 2: Purpose
The purpose of the Agreement is the provision of an online service as described in the Agreement and in the business documentation for the duration set out in article 4.
Article 3: Intellectual Property
The software and databases which allow access to the online information service are the exclusive property of AFNOR and/or its beneficiaries and may only be used for documentation purposes by the Licensee, according to the terms of the licence mentioned in article 5 hereof.
Article 4: Duration and Termination of the Agreement
Unless it has been agreed otherwise, the Agreement is entered into for an initial period of twelve (12) months as of the 1st day of the month in which the password(s) is/are made available (anniversary date). The Agreement will be renewed by tacit understanding in equal periods of time, unless terminated by either party.
At least two (2) months before the anniversary date, AFNOR will send a payment notice which will include the tariffs applicable to the new period.
Any termination must be made by sending a registered letter with acknowledgement of receipt at least one (1) month before the anniversary date of the subscription.
Failing termination within the required time limits, the Licensee is deemed to have accepted the new tariff conditions.
Article 5: General Conditions of Use
5.1 Entering into the Agreement confers on the Licensee a right to access, consult and print the data that is the subject of the Subscription in conformity with their documentation purpose according to the rights granted to the Licensee. It covers a use exclusively intended for the internal use of the Licensee and for its own requirements. This right is neither exclusive nor assignable.
The single workstation licence is specific to the workstation of the online information service and the Site described in the Description of the scope of the subscription.
The multi-user licence applies to any workstation located on the site(s) declared by the Licensee in the Description of the scope of the subscription, up to the number of simultaneous accesses agreed.
The number of simultaneous accesses may not be less than the number of Sites declared (at least one access per site). In any case, the licence only benefits the salaried staff of the site(s) declared.
Consequently, the Licensee undertakes, without this list being exhaustive, to:
a) Not extract, by permanent or temporary transfer, all or a qualitatively or quantitatively substantial part of the data made available under the Agreement to another medium, by any means and in any format whatsoever;
b) Not allow the re-use, by making available to the public all or a part of the data, irrespective of the format, in particular, to its subsidiaries, branches, offices, sub-contractors or instructing parties, other than those set out in the Description of the scope of the subscription referred to in article 6 and, in particular, to not save the data extracted on the server;
c) Not extract or re-use, in a repeated and systematic way, qualitatively or quantitatively insubstantial parts of the content of the database when these operations clearly exceed the normal conditions of use of the Service;
d) Not market, sell, lend or lease the data.
Any modification of these conditions of use must be the subject of an express authorisation from AFNOR.
The use is authorised from declarations of the Licensee, which guarantees the accuracy of the information communicated to AFNOR. This subscription is automatically terminated in the event of the failure to observe any one of the provisions of this article. AFNOR then retains the amounts received for the current year.
5.2 Only the documents available in PDF format are included in the services concerned. Special documents: colour charts or paper binders, spiral notebooks, databases on CD-ROM or the Web and other documents set out by the authors (non-exhaustive list) are not included in the service. They must be ordered one at a time and may be the subject of an individual quote.
5.3. In order to preserve copyright, PDF format are submitted to DRM (Digital Right Management). Licensee must ensure that DRM is compatible with operating systems and recommended software releases for optimal use of the service.
For details : http://groupe.afnor.org/produits-editions/SagaWeb/V3/prerequisSW-EN.pdf.
Article 6: Access codes
The Licensee undertakes to keep and cause to be kept secret the access code(s) issued by AFNOR to the representative(s) of the Licensee referred to in the Description of the scope of the subscription. Consequently, the Licensee is prohibited from communicating to any third party whatsoever, including to other members of its staff, any one of the elements of the access code(s) which is/are submitted to it.
In the event of loss or theft of the access codes, the Licensee informs AFNOR thereof without delay. In return, AFNOR will allocate new codes to the Licensee at the earliest opportunity.
This/these access codes(s) may be modified at any time by AFNOR.
In the event of failure to perform this obligation, AFNOR reserves the right to terminate the Agreement automatically, without prior notice.
AFNOR will then retain the amounts received for the current year.
Article 7: Price
The Agreement is entered into subject to the payment of the annual price set out in the Agreement for the first year of the subscription. The breakdown of the subscription and the calculation of the price are set out in the business documentation.
Unless specifically provided for, the Licensee is obliged to pay within thirty (30) days end of the month following the invoice date the total amount to AFNOR.
Any delay in payment will entail the payment of a compensatory allowance for recovery costs of 40 € (art D441-5 du code de commerce).
Should payment not be made according to the agreed terms, AFNOR reserves the right to apply penalties equal to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 percentage points. The late payment penalties are payable without a reminder being necessary.
No discount will be granted in the event of early payment.
Article 8: Handling
AFNOR provides the Licensee, located in mainland France only, for the first year of the subscription, with handling services in accordance with the Special Conditions of subscription which follow.
Article 9: User Support
AFNOR provides the Licensee, for the entire duration of the subscription, with support services in using the Service in accordance with the Special Conditions which follow.
Article 10: Guarantee/Responsibility
10.1 The Licensee must, within five (5) business days of recording an error or fault, notify AFNOR thereof in writing.
Failing such a notification, the Licensee waives the right to invoke it.
10.2 AFNOR guarantees neither explicitly nor implicitly the relevance of use of the contained information for a specific use or its suitability for a specific function.
AFNOR may not be held responsible in relation to the Licensee, for indirect or unforeseeable losses deriving from the performance of the online information services.
a) Indirect losses include, in particular, business losses, operating losses, the loss of customers and any payment made or due to a third party by the Licensee.
b) Unforeseeable losses include, in particular, any misunderstanding or error of interpretation by the Licensee.
AFNOR's liability of any kind in relation to the Licensee of the subscription cannot exceed, in total, the amount of the annual subscription paid by the Licensee to AFNOR.
10.3 In order to create its online information services, AFNOR sources some data from other agencies. If, for any reason whatsoever, one of these agencies should no longer supply AFNOR, this Agreement would not be terminated and would continue to apply in its entirety. The partial lack of supply would be compensated for by a decrease in the price of the subscription on a pro rata basis and in proportion to the type of data which would no longer be supplied.
10.4 AFNOR reserves the right to have the online information service made available to the Licensee developed, modified, upgraded or corrected, with prior notice of fifteen (15) days and at any time. AFNOR will notify the Licensee, before deployment, of the modifications thus made by any suitable means.
10.5 Should payment of an invoice be delayed by more than fifteen (15) days, AFNOR reserves the right, by registered letter with acknowledgement of receipt, to suspend the performance of this Agreement, specifically access to the online information service(s) subscribed to, until full payment of the amounts due by the Licensee. The suspension will take effect ten (10) days after the dispatch of the registered letter with acknowledgement of receipt.
Article 11 : Personal data protection
11.1 Data confidentiality
AFNOR agrees to take all necessary measures to ensure the confidentiality of the personal data collected by direct or indirect means. AFNOR agrees to take all necessary measures to ensure that these obligations are duly respected by the company and its personnel, including the following:
· to refrain from processing or consulting the data or files to which they may have access for any purpose other than that of fulfilling the services they provide for the Licensee as part of this Agreement;
· to refrain from processing or consulting data in any context which is not included in the instructions and authorisations received from the Licensee;
· to take all measures to prevent any misuse, malicious use or fraudulent use of the data and personal data.
AFNOR agrees to take all adequate precautions regarding the nature of the data and any risks involved in the processing of this data, in order to maintain the security of file data and, in particular, to prevent any distortion, damage, loss or access by third parties who have not been granted prior authorisation. The means implemented by AFNOR to ensure the security and confidentiality of the data are defined in the documentation provided by AFNOR.
AFNOR agrees to continue to implement its measures during the entire performance hereof and, failing this, shall immediately notify the Licensee of the latter.
11.2 Compliance with the EU General Data Protection (GDPR)
When using the Website, personal data will be collected about the User in accordance with the law. In order to use the Website properly, Users must provide the information needed to access the Website. The Licensee hereby agrees to ensure that the Users comply with the terms of use of the Website pursuant to the terms hereof.
In performing this contract, AFNOR uses personal data for one or more of the following objectives:
· To carry out operations pertaining to the management of commercial relations: contracts, orders, subscriptions, deliveries, invoices, accounts, managing the account of the Licensee, monitoring the relationship with the Licensee, managing claims, outstanding payments and disputes;
· To use the service that is the subject matter of the contract: connections, consulting or downloading documents, adding personalised information;
· To resolve questions asked by the User: technical matters, content, questions directed at experts;
· To improve the online subscription service that is the subject matter hereof and the User experience, by asking the Licensee and/or the Users to participate in surveys, studies and satisfaction surveys;
· To get the Users to participate in prize competitions or promotional campaigns;
· To produce sales statistics;
· To analyse and compile statistics about the consultation and use of the Site (number of pages viewed, number of visits and User activity);
· To send invitations to participate in sessions on getting started with the system or webinars to help the User get to know and use the service properly or look at a topic addressed on the website in greater depth;
· To send information and personalised newsletters on the online subscription service that is the subject matter hereof and on any changes to the latter;
· To manage any requests regarding the exercising of the Users' rights.
Furthermore, AFNOR guarantees that the Site and its content comply with applicable laws, including the European Regulation (EU) 2016/679 on data protection adopted by the European Parliament on 14 April 2016 (GDPR). AFNOR agrees to cooperate with the Licensee to provide the guarantees needed by the latter to ensure that the services will comply with the EU General Data Protection Regulation. To this end, AFNOR agrees to the following:
· to refrain from processing personal data, unless otherwise instructed in a document by the Licensee in its capacity as data controller, including the transfer of personal data to another country or to an international organisation, unless it is required to complete this transfer under the laws of the European Union or the law of the member state to which AFNOR is subject in its capacity as subcontractor; in this case AFNOR, in its capacity as subcontractor, shall notify the Licensee, in its capacity as a data controller, of this legal obligation before carrying out the processing, unless the law in question prohibits such a notification for reasons of public interest;
· to ensure that the persons authorised to process the personal data agree to respect the confidentiality of this data or are subject to a suitable legal obligation of confidentiality;
· to take any measures required under Article 32 of the GDPR;
· to take into account the nature of the processing and help the Licensee, as data controller, by taking appropriate technical and organisational measures, inasmuch as is possible, to fulfil its obligation to respond to the requests made by the relevant people to exercise their rights under Chapter III of the aforementioned regulation;
· to assist the Licensee, as data controller, in enforcing the obligations set out in Articles 32 to 36 of the GDPR, while taking into account the nature of the processing and the information available to the subcontractor;
· depending on the decision of the Licensee, as data controller, to delete any personal data or return it to the Licensee, as data controller, at the end of the online subscription service relating to the processing, and destroy any existing copies, unless EU law or the law of the member state requires that the personal data be preserved; and to give the Licensee, as data controller, any information needed to demonstrate compliance with the obligations hereof;
· to refrain from preserving personal data for longer than is necessary to fulfil the purpose of the processing, while also respecting the applicable legal and regulatory restrictions or other period, considering the operational constraints such as the effective management of the relationship with the Licensee and the Users and the responses to legal requests or requests from AFNOR’s controlling authorities.
The Users, whose personal data is collected, benefit from the following:
· the right to access (GDPR Article 15), rectify (GDPR Article 16), update and complete their data;
· the right to delete their personal data (GDPR Article 17);
· the right to withdraw their consent at any moment (GDPR Article 13-2c);
· the right to restrict the processing of their data (GDPR Article 18);
· the right to object to the processing of their data (GDPR Article 21);
· the right to the portability of the data that the Users may have provided, when this data is subject to automatic processing on the basis of their consent or an agreement (GDPR Article 20).
However, the Users are informed that the personal data collected may be required to fulfil the service provided by AFNOR, which means that, if they exercise their right to delete the said data, or to object or restrict the processing prior to the end of the contractual relations, the service may not be fulfilled.
These rights may be exercised by sending a message to the AFNOR DPO or a letter to AFNOR, for the attention of the DPO, AFNOR, 11, rue Francis de Pressensé – 93571 La Plaine Saint-Denis Cedex, France.
AFNOR will respond to the person exercising one of the aforementioned rights within one (1) month of receiving the request. This period may, nevertheless, be extended by two (2) months, considering the complexity and volume of requests. In this case, AFNOR will notify the person concerned of this extension within one (1) month of receiving the request.
The person concerned has the option to file a claim to the French National Commission for Information Technology and Civil Liberties (CNIL), or the controlling authority of the EU member state in which they reside and institute legal proceedings.
11.3 Sub-contracting
The Licensee authorises AFNOR to use the services of subcontractors to process personal data on behalf of the Licensee when this is strictly necessary for the fulfilment of the services set out herein.
On the day of the signing hereof, the subcontractors of AFNOR are as follows:
· ITELCOM : 13 rue Pasteur - 88110 RAON L’ETAPE France
· ABACA TELEMARKETING : 19 avenue Feuchères - 30000 NIMES - France
· TESTAPIC : 100 rue de la Folie Méricourt - 75011 PARIS - France
Should this list change, AFNOR agrees to notify the Licensee as quickly as possible and the latter may object to these changes, in writing, within ten (10) working days of receiving the notification.
The Licensee acknowledges and accepts that the failure to object within this period shall be deemed acceptance of the AFNOR's subcontractor. In the event of an objection, AFNOR may respond to the Licensee by providing elements aimed at removing these objections. If the Licensee persists with its objections, either Party may terminate the contract by giving six (6) months' notice, without compensation, regardless of the reason.
11.4 Cookies
The Licensee acknowledges that AFNOR may use cookies technology or any other similar technology to track the Users' browsing on the Website and thereby collect the associated data.
Cookies record certain information that is stored in a memory of the computer equipment used by the Users. The Users may delete the cookies at any time using their browser. This option may result in the loss or securing of certain features of the Website.
Article 12: Settlement of Disputes
In case of a dispute between AFNOR and the Licensee concerning the interpretation or performance of this Agreement, the parties agree to come together to find an amicable agreement.
Failing this, the Courts of Bobigny will have sole jurisdiction to hear the dispute, including in the event of multiple defendants, introduction of third parties or summary proceedings.
Special
Conditions of subscription to the online services Saga Web
Article 1: Purpose
AFNOR provides Handling and Support services for the benefit of the Licensee according to the following conditions.
Article 2: Obligations of the Licensee
2.1 Handling: the Licensee undertakes to inform AFNOR at least one week in advance of the date and place of the handling session.
2.2 Support: the Licensee undertakes to comply with the instructions and good codes of practice necessary to the installation and use of online services. The Licensee provides AFNOR with all facilities for the performance of the support services.
2.2.1. The Licensee informs AFNOR, by telephone call followed by a confirmation by fax or email, of recorded faults. The Licensee gives all the relevant information for the success of the support operation.
2.2.2. The technical manager or his/her substitute described in the Description of the scope of the subscription is AFNOR's sole contact person for the performance of the Support services. The technical manager and his/her substitute must possess all the necessary skills on the Windows environment and the Internet.
Article 3: Obligations of AFNOR
3.1. Handling. AFNOR provides a single training session for Users in the use of the online information service. This session is intended to provide Users with a grasp of the interrogation software. Unless specifically agreed, the maximum number is 10 participants, for a maximum duration of one half-day and on a single site.
For any subscription whose annual amount excluding VAT is equal to at least €3,000 (excluding VAT), the training services are carried out free of charge, subject to article 6 hereafter. In the event of a lower amount, the Licensee also pays the price agreed in the Agreement if it wishes to benefit from these services.
3.2 Support
3.2.1. Support principles. AFNOR puts everything in place to provide support in using the online information service under optimal conditions. AFNOR does not commit to any systematic or preventive visit to the Licensee.
3.2.2. Scope of the support. The support covers the malfunction of the Service, from detection of the causes to their resolution. The support ranges from advice or help given over the telephone, to the potential transfer of files (tele maintenance), even to on-site intervention and/or the implementation of workaround solutions.
3.2.3. Support hours. AFNOR answers telephone calls from the Licensee every business day (apart from AFNOR closing days), from Monday to Friday from 8.30 am to 5.30 pm (French time). AFNOR calls the Licensee back within 24 working hours of the Licensee's call.
3.2.4. Support workaround. If it is impossible to remedy the malfunction recorded, the Licensee agrees to use another workstation.
3.2.5. The Service is deemed functional when 95% of the workstations function. The calculation of this percentage is carried out exclusively from the number of workstations declared in the Description of the scope of the subscription which meet the required specifications.
Article 4: Exclusions
Under no circumstances does AFNOR's support constitute a preventive, progressive or corrective maintenance service of the Licensee's IT system.
The support does not cover cases of malfunction caused by a breakdown: of the equipment and/or the software assigned to the operation, of the electrical or telecommunication network, or of the services of the access supplier.
The support is also excluded in the event of: absence of the manager or his/her substitute set out in the Description of the scope of the subscription, poor configuration by the Licensee, misuse, substantial modification of the equipment declared in the Description of the scope of the subscription, addition of incompatible equipment or software, movement of the equipment, abnormal use of the equipment, failure to maintain the equipment or intervention of a third party.
Article 5: Removal costs
When the installation needs to be moved onto the Licensee's site by AFNOR staff, AFNOR sends, prior to its intervention, a quote concerning the amount of costs incurred by this movement. Before any intervention, the Licensee must indicate its consent to the repayment of the costs incurred by AFNOR. At the end of the intervention, AFNOR sends the Licensee an invoice corresponding to the accepted quote that the Licensee pays according to the terms of article 7 of the General Conditions.
Article 6: Data protection
The Licensee authorises AFNOR to access its online information service bi-annually, for the purposes of collecting statistics on the various connections, consumptions and consultations by the Users of the documents making up the online information service, the subject of this agreement. This access will be organised in collaboration with the Licensee's IT department. The parties agree that they may not disclose, communicate or market the data collected, without the agreement of both parties and that respect of the confidentiality of the data will be guaranteed.
December 2018
