TERMS AND CONDITIONS FOR WORKADVENTURE

Preamble

These terms of use of the WORKADVENTU.RE software in SaaS mode (the “Terms”) apply to Customers from their effective date and replace any previous version. They cover the Free plan, the Event plan, the Monthly plan and the Annual plan; where a provision differs between plans, this is stated expressly.

WORKADVENTU.RE is a Simplified Joint Stock Company (Société par Actions Simplifiée) with share capital of €385,000, having its registered office at 61 rue de Lyon, 75012 Paris, France, registered with the Paris Trade and Companies Register under number 899 556 575.

Before entering into the Contract, the Customer acknowledges having assessed the purpose, functionalities, standard nature and operating mode of the SaaS service, having had the opportunity to request a detailed presentation of the Software, and having satisfied itself that the Software meets its needs. It is the Customer’s responsibility to ensure the suitability of the Software to its own needs, that it has the skills required to use the Software, and that it has sufficient bandwidth and network access.

1. Definitions

Administrator: the person appointed by the Customer to manage rights and access to the Software. Anomaly: a malfunction of the Software, reproducible by WORKADVENTU.RE, preventing use in accordance with the Documentation. Customer: the natural or legal person who has entered into a Contract with WORKADVENTU.RE. Contract: the Terms, the quote or order placed on the website, and any appendices, including where applicable the Data Processing Agreement. Documentation: the description of functionalities, the privacy policy and the technical documentation, provided electronically. Software: the WORKADVENTU.RE platform in its standard version, excluding customisations, together with its subsequent updates. Services: the services delivered by WORKADVENTU.RE under the Contract. User: a natural person given access to the Software. Simultaneous Connection: a single User connected at any given time. The Customer’s capacity is the maximum number of Simultaneous Connections agreed in the Contract. Event Period (Event plan only): the consecutive period of one (1) to five (5) days selected by the Customer at purchase, during which access to the Software is open. Minimum Committed Capacity (Annual plan only): the number of Simultaneous Connections the Customer commits to for the full twelve (12) month term; it may be increased during the term but not reduced below this level.

2. Purpose

The purpose of these Terms is to define the rights and obligations of the Parties in connection with access to the Services and use of the Software. Any access or use constitutes acknowledgement and unreserved acceptance of these Terms.

3. Entry into force, duration and renewal

The Contract is entered into on the date the Customer opens access to the Software (for the Free plan) or on the date of the invoice (for paid plans), for a duration that depends on the plan chosen:

• Free plan: for an indefinite period, for as long as the account remains active. Either Party may end it at any time (see Article 12).
• Event plan: the Event Period selected at purchase. It does not renew: the Contract ends automatically at the end of the Event Period, without notice or formality by either Party.
• Monthly plan: one (1) month, automatically renewed for successive one (1) month periods on each monthly anniversary, unless terminated by either Party under Article 12.
• Annual plan: twelve (12) months, automatically renewed for successive twelve (12) month periods on each annual anniversary, unless terminated by either Party under Article 12.

4. Conditions of access

Access is provided over the Internet at the address communicated to the Customer, who is solely responsible for its connection and associated costs. The number of authorised Users corresponds to the number of Simultaneous Connections defined by the Customer. Each User may have their own access token, managed by the Administrator (creation, modification, deletion, security rules and access rights). Tokens are personal; the Customer undertakes to inform WORKADVENTU.RE without delay of any token use it believes fraudulent.

5. Capacity and adjustment

Capacity model. The Software is licensed on the maximum number of Simultaneous Connections agreed in the Contract. The Customer may give access to an unlimited number of registered Users; only the number of Simultaneous Connections is limited. When the agreed maximum is reached, a buffer prevents a short peak from blocking access; beyond the buffer, additional Users are placed in a queue and admitted as capacity frees up.

Capacity adjustment. The rules depend on the plan:

• Free plan: capacity is limited to a maximum of ten (10) Simultaneous Connections. The Free plan does not allow paid capacity adjustment; to raise capacity, the Customer subscribes to a paid plan.
• Event plan: capacity is fixed at purchase for the whole Event Period. It may be increased before or during the Event Period, subject to availability; the additional fee is payable immediately and in full. It cannot be reduced once purchased, and unused capacity gives rise to no refund.
• Monthly plan: the Customer may freely adjust its capacity, upward or downward, at any time. Any change takes effect at the start of the following billing cycle, and the fee is adjusted accordingly from that date.
• Annual plan: the Customer commits to the Minimum Committed Capacity for the full twelve (12) month term. It may increase its capacity at any time during the term; an increase takes effect immediately, is charged pro rata to the remainder of the current term, and does not extend the initial term. It may not reduce its capacity below the Minimum Committed Capacity during the term; a reduction takes effect only at renewal, provided notice was given before the annual anniversary.

6. Operation, availability and service level

Availability. WORKADVENTU.RE uses reasonable efforts to ensure continuity and quality of the Services. Its equipment is designed for 24-hour operation.

Service level (availability). This service-level commitment applies to paid plans only. WORKADVENTU.RE undertakes to ensure, for Customers on a paid plan, a Service availability of at least 99.9% measured over each calendar month, excluding scheduled maintenance and events beyond its reasonable control (in particular Customer-side networks, third-party infrastructure and force majeure). A live availability status is published at https://stats.uptimerobot.com/EQ06JUWz5l. The Free plan is provided without any availability commitment or service level.

Scheduled maintenance. WORKADVENTU.RE may temporarily interrupt all or part of the Services subject to four (4) calendar days’ notice, as far as possible outside business hours (9 a.m. to 6 p.m. Paris time), not exceeding four (4) consecutive hours during business days and hours. Routine backup and update operations do not, as a rule, require interruption.

Unscheduled interruption. In the event of an equipment failure, WORKADVENTU.RE uses reasonable efforts to restore the Services as soon as possible.

WORKADVENTU.RE may modify the functionalities of the Software at any time, provided the essential functionalities are not degraded.

7. Rights of use

The right to use the Software is granted for the duration of the Contract, for the Customer’s own needs, within the limit of the agreed Simultaneous Connections. Any use not expressly authorised is unlawful under article L.122-6 of the French Intellectual Property Code. The Customer may not: use the Software to design, produce, distribute or market a competing product; provide it to a third party (rental, sale, loan even free, or outsourcing) without prior written consent; or use it for any processing not authorised by WORKADVENTU.RE.

8. Intellectual property

WORKADVENTU.RE holds all intellectual property rights necessary to enter into the Contract. The right of use does not transfer any intellectual property to the Customer, who shall refrain from any act infringing WORKADVENTU.RE’s rights over the Software, protected in particular by the Intellectual Property Code.

9. Maintenance and updates

The Customer receives corrective updates and upgrades, applied directly by WORKADVENTU.RE, which may include Anomaly corrections and improvements. Excluded: use not in accordance with instructions or purpose, or abnormal use; hardware compatibility problems or failures; failure of the telecommunications network; network compatibility problems; failure of the Customer’s software environment; and any non-compliance by the Customer with its obligations.

10. Collaboration

The Customer undertakes to provide any information reasonably required to understand and resolve the Anomalies encountered.

11. Fees and payment

Free plan. The Free plan is provided free of charge. It carries no service-level commitment, and WORKADVENTU.RE gives no guarantee as to the availability or continuity of the Free plan.

Fees (paid plans). Determined by the number of Simultaneous Connections (the Minimum Committed Capacity for the Annual plan) and any options agreed, set by a quote or directly by the Customer on the website. On the Annual plan, a mid-term capacity increase is charged pro rata as set out in Article 5. Fees may vary with economic circumstances; any change is notified four (4) weeks before it applies (for the Annual plan, to take effect no earlier than renewal).

Fees (Event plan). The fee is a single amount, determined by the number of Simultaneous Connections and the number of days in the Event Period, payable in full before access opens. It is not pro-rated. The notice of price change above does not apply to the Event plan, the price being fixed at purchase.

Payment. Invoices are payable on receipt by credit card or bank transfer, exclusive of VAT and any applicable taxes, which are the Customer’s responsibility.

Late payment. Without prior notice, late-payment interest at three (3) times the legal rate applies from the day after the due date, plus a fixed recovery fee of forty euros (€40). If payment remains outstanding thirty (30) days after formal notice, WORKADVENTU.RE may suspend access until full payment; suspension does not change the fee due for the current period (or the committed term for the Annual plan), and the Services resume once the cause is removed, without extending the period.

12. Termination

Monthly plan. Either Party may terminate with effect at the end of the current invoiced month. A reduction of capacity is treated as an adjustment under Article 5 and takes effect at the start of the following billing cycle.

Annual plan. The plan is a firm twelve (12) month commitment. The Customer may terminate with effect at the end of the current twelve (12) month period, by giving notice before the annual anniversary. Early termination during the committed term does not release the Customer from the fees due for the remainder of that term. Consistent with Article 5, the Minimum Committed Capacity cannot be reduced during the term.

Event plan. The plan does not renew and requires no termination: access ends at the end of the Event Period. The fee remains due in full, whether or not the Customer uses the Event Period.

Free plan. WORKADVENTU.RE may suspend or terminate a Free plan account at any time, without notice, compensation or obligation to state a reason, in particular in the event of misuse or of technical or commercial changes to the offer. The Customer may stop using the Free plan and delete its account at any time.

Termination for breach (all plans). If a Party fails to perform an essential obligation and does not remedy it within thirty (30) calendar days of the first notice identifying the breach and the risk of termination, the other Party may terminate, without prejudice to damages. Termination for breach takes effect on first presentation of the notice and suspends the Customer’s access immediately.

Termination, for any reason, gives rise to no refund of sums already paid.

13. Safeguarding of Customer data after termination

Customer data is retained for as long as the account remains active; on closure of the account, the data is deleted. Customers can close their account from the Admin dashboard. For paid plans, on termination for any cause or, for the Event plan, at the end of the Event Period, the Customer may request a backup of its data on a medium chosen by WORKADVENTU.RE or by email, at the applicable rates, except where termination is due solely to WORKADVENTU.RE’s failure. Absent any request within the month following that date, WORKADVENTU.RE may delete the data without further notice.

14. Liability

Customer. The Customer and its Users comply with applicable law (intellectual property, personal data, privacy). Only the Customer controls the content passing through the Software, warrants it holds the necessary authorisations and consents, is responsible for its list of Users and recorded personal data, and may not give access to unlawful content. Where a judicial authority finds a breach of the French Act for Confidence in the Digital Economy (LCEN) or orders removal, or a third party notifies unlawful or harmful content, WORKADVENTU.RE may remove or block access and inform the Customer; such suspension gives no right to compensation and the Customer remains liable for the full price during it. The Customer indemnifies WORKADVENTU.RE against the consequences of unlawful data it has hosted.

WORKADVENTU.RE. Within the limits of applicable law, WORKADVENTU.RE is not liable for direct or indirect damage resulting from any inability to access, any use of, or any loss of data in the Services, whatever the origin, nor in the event of force majeure. WORKADVENTU.RE nevertheless uses reasonable efforts to protect data integrity: up-to-date third-party software and regular patching; redundant disk storage (real-time copying, so a single disk failure does not interrupt the Services); daily backup; and regular restoration testing. WORKADVENTU.RE undertakes a best-efforts obligation. It is in no event liable for third parties or indirect damage (operating losses, commercial harm, loss of customers or orders, loss of profit, harm to brand image). If its liability is established by a final court decision, compensation is expressly limited to the fee received for the six (6) month period during which the damage occurred or, for the Event plan, to the total fee received for the Event Period concerned. For the Free plan, for which no fee is paid, WORKADVENTU.RE’s liability is excluded to the fullest extent permitted by applicable law. This clause survives any termination of the Contract.

User content. The Customer and its Users are solely responsible for the content they upload, display, share or otherwise make available through the Software (including files, messages, images, links, audio, video and embedded content). WORKADVENTU.RE exercises no prior editorial control over this content and is not responsible for it. The Customer warrants that it holds all rights and authorisations necessary for this content and indemnifies WORKADVENTU.RE against any claim, action or judgment arising from content made available by the Customer or its Users.

Third-party tools and integrations. The Software allows the Customer and its Users to embed and use third-party services and applications (for example collaborative documents, spreadsheets and presentations, calendars, videoconferencing, web pages and other online tools). These services are provided by their respective providers under their own terms and privacy policies. WORKADVENTU.RE is not responsible for their availability, content, security or for the processing of data they carry out, and does not guarantee their continued compatibility with the Software. The use of such tools is the sole responsibility of the Customer and its Users, who undertake to accept and comply with the terms of the relevant providers.

15. Data protection

Privacy by design. WORKADVENTU.RE is designed to minimise the processing of personal data. Audio and video communications take place in real time and are not recorded: no recording of a conversation occurs unless a User explicitly triggers one. WORKADVENTU.RE does not use or analyse the content of Users’ communications, and processes personal data only as necessary to provide the Services or as instructed by the Customer under the Data Processing Agreement.

Personal data of the Customer and its Users is processed under Regulation (EU) 2016/679 (GDPR) and French Act No. 78-17 of 6 January 1978. The Customer has the rights of access, rectification, objection and erasure. Where WORKADVENTU.RE processes personal data on the Customer’s behalf, the Parties enter into a Data Processing Agreement forming part of the Contract. Sub-processors: https://workadventu.re/sub-processors/. Privacy policy: https://workadventu.re/privacy-policy/.

16. Acknowledgements regarding the Internet

The Customer acknowledges that the Internet is not technically reliable, that network access may be restricted, that content may be reproduced and distributed worldwide, that data is not protected against misappropriation (passwords and sensitive information are communicated at the Customer’s risk), and that token-protected content may still be subject to intrusion by unauthorised third parties.

17. Force majeure

Non-performance resulting from force majeure releases the Parties. It first suspends performance; the Parties then meet to determine continuation. Beyond one (1) month, the Contract terminates automatically unless agreed otherwise. Expressly treated as force majeure, in addition to the cases recognised by French case law: network blocking or congestion, power outages or poor power supply, blocking of transport or supply, adverse weather, epidemics, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, and legal or regulatory changes affecting the sale of the Services.

18. Miscellaneous

Changes to the Terms. WORKADVENTU.RE may modify the Terms; changes apply once the Administrator is informed. Confidentiality. Customer data remains the Customer’s property; each Party keeps the other’s confidential information confidential. Waiver. No failure to invoke a breach is a waiver; the Customer waives any claim brought more than twelve (12) months after the triggering event. Assignment. The Contract is personal to the Customer, who may not assign it without prior written consent. Entire agreement. The Contract expresses all obligations and may be modified only by a signed addendum. Severability. Invalid provisions do not affect the others. Commercial reference. Use of the Customer’s name or logo requires prior written consent. Trademark. WORKADVENTU.RE is a registered trademark. Notifications. By registered letter with acknowledgement of receipt or to the email address indicated. Anti-corruption. WORKADVENTU.RE complies with anti-corruption regulations; any failure is a serious breach entitling the Customer to terminate.

19. Governing law and jurisdiction

French law. After an attempt at amicable settlement, the Parties expressly submit to the jurisdiction of the Paris Commercial Court, including for interim, summary and payment-order procedures.

Contact

By email at the address published on https://workadventu.re/contact.