T & Cs of Sales Customers

The General Conditions of Sale of this document have for but to detail the regulations in force concerning the rights of the customers who use the services of the company Odaptos

The General Conditions of Sale is up to date as of 08/09/2021

1.Who are we?

We are Odaptos, a simplified joint-stock company registered with the RCS of Montpellier under number 887589554 whose head office is located at 24 route des Lattes, 34470, Pérols.

You can contact us at the following email address: support@odaptos.com

2.What are our services?

We offer, through our Odaptos platform (the “Platform") A solution allowing all people working in the UX sector to improve the usability research process by testing the user experience, in particular, during interviews (the" Interviews ") during which emotions are detected (the “Services”). The tests carried out by the Platform are based on the recording of the voice and the detection of the facial expressions and emotions of the users.

3. What should you know about our General Conditions?

What are our General Conditions for Our general conditions (the "General Conditions") constitute the only document governing our contractual relationship and define: the terms of use of our Services, our obligations and yours.
What are our General Conditions for Our general conditions (the "General Conditions") constitute the only document governing our contractual relationship and define: the terms of use of our Services, our obligations and yours.
Where to find our General Conditions You can find them by a direct link at the bottom of the page of the Platform.
How to accept our General Conditions You accept the General Conditions by checking a box in the registration form. If you do not agree to all of our Terms and Conditions, you cannot access the Services. They can be supplemented by special conditions, which, in the event of contradiction, prevail over the General Conditions.

As an exception to the above, we reserve the right to make any offer to subscribe to the Platform, which may be the subject of a Quote.

The Quote will be established on the basis of your needs and you must accept it in writing (including by email) within thirty days of its issuance. This acceptance constitutes acceptance of the General Conditions in their version in force on the date of the Quotation.

In the event of contradiction, the Quotation takes precedence over the General Conditions. In case of contradiction, the most recent Quote prevails over the oldest (s)

4. What are the conditions for accessing our Services?

(i) - You are a legal personacting through a natural person having the power or authorization required to contract on your behalf and on your behalf.
(ii) - You have the quality of professional, understood as all natural or legal persons acting for purposes falling within the scope of their commercial, industrial, craft, liberal or agricultural activity, including when they act in name or on behalf of another professional.

5. How to subscribe to our Services?

You must:

  • complete the form provided for this purpose on the Platform,
  • or be registered on one of the third-party sites indicated on the Platform, use your login details for the selected third-party site. You expressly authorize us to access your account data on the third party site concerned.

You must provide us with all the information marked as mandatory.

Registration automatically results in the opening of an account in your name (the "Account") which allows you to access our Services using your login ID and password.

6. How can your users use our Services?

Once your Account is created, you can freely create your project or tests in accordance with the Services you have subscribed to and then invite users (the “Users”) for the purposes conducting the Interview by the means that will be indicated on the Platform.

You are solely responsible for the personal use of the Platform by Users.

7. How to access our Services?

You can access our Services by going directly to the Platform.

Unless otherwise indicated in any Estimate, you must, depending on the Service subscribed, purchase credit (the “Credits”) allowing you to conduct Interviews with your Users.

8. What do we offer?

8.1 Our Services

Before any subscription, you acknowledge:

  • that you are aware of the characteristics and constraints, in particular technical, of our Services,
  • that the implementation of the Services requires to be connected to the internet and that the quality of the Services depends on this connection, for which we are not responsible.

The Services to which you have subscribed are described on the Platform.

We reserve the right to offer any other Service, in particular any subscription offer to one of our Services by means of a Quote.

Any request to modify the subscribed Services must be the subject of an additional Estimate.

8.2 Our additional services

- Hosting:

We provide, under the terms of an obligation of means, the hosting of the Platform, on its servers or through a professional hosting provider, and on servers located in a territory of the European Union.

- Technical assistance:

In the event of any difficulty encountered while using our Services, you can contact us at the contact details mentioned in the article "Who are we?" ".

9. For how long do you subscribe to our Services?

Unless otherwise specified in a Quote, you subscribe to our Services for an indefinite period.

10. What are our financial conditions?

10.1 What are the prices of our Services?

The prices of the Services to which you have subscribed are indicated on the Platform or on Quote.

We are free to offer promotional offers or price reductions.

Our prices can be revised at any time under the conditions of the article "How can we modify our General Conditions?".

10.2 What are our billing and payment terms?

Unless otherwise indicated in any Estimate, we will send you an invoice for each purchase of Credits by any useful means.

Payment is implemented through the payment service provider indicated on the Platform.

You guarantee that we have the necessary authorizations to use this method of payment.

10.3 What are the consequences of a delay or a default of payment?

In the event of default or late payment, we reserve the right, from the day after the due date appearing on the invoice, to:

  • Declare the expiry of the term of all the sums you owe us and their immediate payment,
  • Immediately suspend the Services in progress until payment of all the sums due,
  • Invoice to our profit a late payment interest equal to 3 times the legal interest rate, based on the amount of sums not paid on the due date and a lump sum compensation of 40 euros for collection costs, without prejudice to additional compensation if the recovery costs actually incurred exceed this amount.

11. Do you have a right of withdrawal?

You have a right of withdrawal if you are a professional with 5 employees or less, (ii) buys a good or a service not not falling within your main field of activity (ie does not directly or indirectly affect the Services) and that (iii) the contract is concluded “outside the establishment”, namely:

  • in a place, other than our premises, where we were present together physically and simultaneously,
  • at your premises or by means of a remote communication technique, immediately after we have contacted you personally and individually (i) in a place different from that of our premises and (ii) where we were present together physically and simultaneously,

This right of withdrawal is 14 calendar days from the acceptance of the General Conditions or the signing of a Quote. You can exercise this right free of charge by sending us before the end of the deadline to the contact details mentioned in the article "Who are we?" »:

  • the completed withdrawal form available here,
  • or any other unambiguous declaration expressing your wish to withdraw.

If you exercise your right of withdrawal, we will refund all your payments received, using the same payment method that you used (unless you expressly agree to a different method), without undue delay and no later than 14 calendar days from the day we were informed of your wish to withdraw.

If you request that the Services begin before the expiration of the withdrawal period, by checking the box to that effect in the form, you are only liable for the price of the Services calculated in proportion to the Credits used up to the day on which we have been informed of your wish to withdraw.

12. What are our intellectual property rights on the Platform?

The Platform is our property, as are the software, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, etc. ) that we operate. They are protected by all intellectual property rights or database producer rights in force. The license that we grant you does not entail any transfer of ownership.

You benefit from a non-exclusive, personal and non-transferable license in SaaS mode to use the Platform for the period provided for in the article "For how long do you subscribe to our Services?" ".

We may use our respective names, brands and logos and refer to our respective platforms, as commercial references, for the duration of our contractual relationship and 3 years beyond.

13. What are your obligations and what are you responsible for?

13.1 What are your obligations and what are you responsible for?

You agree to provide us with all the information necessary for the subscription and the use of the Services.

13.2 Regarding your Account

You:

  • guarantee that the information transmitted in the form is accurate and you undertake to update them,
  • acknowledge that this information constitutes proof of your identity and binds you as soon as it is validated ,
  • are responsible for maintaining the confidentiality and security of your username and password. Any access to the Platform using the latter is deemed to have been made by you.

You must immediately contact us at the coordinates mentioned in the article "Who are we?" »If you notice that your Account has been used without your knowledge. You acknowledge that we will have the right to take all appropriate measures in such a case.

13.3 Regarding the use of the Services

You are responsible for your use of the Services and any information you share in this context. You are also responsible for the use of the Services and any information shared by Users.

You agree not to divert the Services for purposes other than those for which they were designed, and in particular to:

  • carry out an illegal or fraudulent activity,
  • undermine public order and good morals,
  • undermine third party or their rights, in any way whatsoever,
  • violate a contractual, legislative or regulatory provision,
  • exercise any activity likely to interfere with the computer system of a third party, in particular for the purpose of violating its integrity or security,
  • perform maneuvers to promote your services and / or sites or those of a third party,
  • help or incite a third party to commit one or more acts or activities listed above.

You also refrain from:

  • copying, modifying or diverting any element belonging to us or any concept that we use within the framework of the Services,
  • adopting any behavior likely to interfere with or hijack our computer systems or undermine our security measures IT,
  • infringe our financial, commercial or moral rights and interests,
  • market, transfer or provide access in any way whatsoever to the Services, to the information hosted on the Platform or to any element belonging to us.

You guarantee us against any claim and / or action that may be brought against us as a result of the breach of any of your obligations. You will compensate us for the damage suffered and reimburse us for any sums that we may have to bear as a result.

14. What are our obligations and what are we responsible for?

We undertake to provide the Services with diligence, it being specified that we are bound by an obligation of means.

14.1 Regarding the quality of our Services

We do our best to provide you with quality Services. To this end, we regularly carry out checks to verify the functioning and accessibility of our Services.

We are not, however, responsible for any temporary difficulties or impossibilities in accessing our Services which may be caused by:

  • circumstances outside our network (and in particular the partial or total failure of your servers),
  • equipment failure , cabling, services or networks not included in our Services or which are not under our responsibility,
  • the interruption of the Services due to telecom operators or internet access providers,
  • your intervention in particular via a bad configuration applied to the Services,
  • a case of force majeure.

We are responsible for the operation of our servers, the outer limits of which are the connection points.

Furthermore, we do not guarantee that the Services:

  • subject to constant research to improve performance and progress in particular, will be completely free from errors, vices or defects,
  • being standard and in no way offered according to your own personal constraints, will specifically meet your needs and expectations.

14.2 Regarding the platform service level guarantee

We do our best to maintain access to the Platform 24 hours a day, 7 days a week, except in cases of force majeure.

14.3 Regarding the backup of data on the Platform

We make our best efforts to safeguard all data produced and / or entered by / on the Platform.

Except in the event of proven faults on our part, we are nevertheless not responsible for any loss of data during maintenance operations.

14.4 Regarding data storage and security

We provide you with sufficient storage capacities for the operation of the Services.

We make our best efforts to ensure data security by implementing measures to protect the infrastructure and the Platform, to detect and prevent malicious acts and to recover data.

14.5 Regarding the advertising that we communicate

We may publish and / or send you any advertising or promotional messages by referring you in particular to third-party platforms.

  • However, we are not responsible for:
  • the technical availability and content, products and / or services of these platforms,
  • your relationships established through these platforms.

14.6 Regarding the use of subcontracting and the transfer of our rights and obligations

We may use subcontractors as part of the performance of the Services, who are subject to the same obligations as ours as part of their intervention. However, we remain solely responsible for the proper performance of the Services to you.

We can replace any person who will be subrogated in all our rights and obligations under our contractual relationship. We will inform you if necessary of this substitution by any written means.

15. Within what limits can you engage our liability?

Our liability is limited only to proven direct damage that you suffer as a result of the use of our Services.

With the exception of bodily injury, death and gross negligence, and subject to having issued a complaint by registered letter with acknowledgment of receipt, within a period of one month following the occurrence of the damage, we cannot be held liable for an amount greater than the amounts we have received in connection with the provision of our Services.

16. What are the modes of proof admitted between us?

The proof can be established by any means.

You are informed that the messages exchanged through our Platform as well as the data collected on the Platform and our IT equipment constitute the main accepted mode of proof, in particular to demonstrate the reality of the Services provided and the calculation of their price.

17. How are personal data processed within the framework of the Services?

We undertake to comply with the regulations applicable to personal data and in particular the General Data Protection Regulation (EU Regulation 2016/679 of the Parliament of the Council of April 27, 2016) and the Data Protection Act of January 6, 1978 in its latest version in force (hereinafter collectively referred to as the “Applicable Regulations”).

17.1 Processing carried out in our capacity as data controller

Personal data concerning you is collected and / or processed by us as data controller within the meaning of the applicable Regulations.

These data are kept for the period strictly necessary for the management of our contractual relations. Our staff, our control services (auditor in particular) and our subcontractors may have access to the personal data collected.

This processing is necessary for the proper performance of this Contract. It may give rise to the exercise by the persons concerned of their right (i) to obtain communication and, where applicable, the rectification or deletion of data concerning him, (ii) to request the erasure or limitation of the processing, (iii) to oppose the processing for legitimate reasons, (iv) to request the portability of the data concerning him, in order to retrieve and keep them, and (v) to lodge a complaint with a competent supervisory authority.

17.2 The processing carried out in our capacity as a subcontractor on your behalf

17.2.1 Description of the subcontracted treatments

In the context of the Services, we are required to process personal data as a subcontractor within the meaning of the applicable Regulations in your name and on your behalf.

The characteristics of this processing are as follows:

Processing relating to the data of your collaborators and / or employees using your account on the Platform:

Purpose of the processing of personal data Execution of these General Conditions
Nature of processing operations Collection, recording, organization, structuring, conservation, adaptation, modification, extraction, consultation, use, communication by transmission, dissemination, provision, reconciliation, interconnection, limitation, erasure, destruction.
Type of personal data processed Identification data (name, first name, email address) account connection data Voice recording data
Categories of data subjects Collaborators and / or employees
Duration of processing Storage for the entire duration of the account the Data Controller has the option of providing for shorter retention periods, in particular for voice recording data.
Place of processing Ireland
Authorized subsequent subcontractor of the Provider Amazon, Microsoft, Google, Twilio

Processing relating to the data of Users agreeing to carry out Interviews on the Platform:

Purpose of processing of personal data Execution of these General Conditions
Nature of processing operations Collection, recording, organization, structuring, conservation, adaptation, modification, extraction, consultation, use, communication by transmission, dissemination, provision, reconciliation, interconnection, limitation, erasure, destruction.
Type of personal data processed Identification data (surname, first name, email address) data relating to voice recording and detection of facial expressions and emotions. Image data
Categories of data subjects Users
Duration of the treatment Duration of the test the Data Controller has the option of providing for shorter retention periods.
Place of processing Ireland
Authorized subsequent subcontractor of the Provider Amazon, Microsoft, Google, Twilio

You are responsible for processing the processing listed above and are required to fulfill your obligations under the applicable Regulations, in particular with regard to the obligation to inform the persons concerned, to determine the adequate legal basis. processing, keeping the register of processing operations, and more generally, compliance with the principles resulting from the regulation.

The data provided that you provide to us for the purpose of performing the Services remains your sole property and under your sole responsibility.

17.2.2 Our obligations towards you

- Data processing:
We undertake to process personal data only for the purposes listed above and in accordance with your documented instructions, including with regard to the transfer of data outside the European Union. We undertake to inform you if, in our opinion, an instruction constitutes a violation of the Applicable Regulations. In addition, if we are required to make a transfer of data to a third country or to an international organization, under the law applicable to the Contract, we will inform you of this legal obligation before processing, unless the law concerned prohibits a such information for important reasons of public interest.

- Data security and confidentiality:
We undertake to implement the appropriate technical and organizational measures to ensure the security and integrity of personal data, their backup as well as the restoration of their availability in the event of physical or technical incident. We also ensure that the persons authorized to process personal data are subject to the obligation to preserve their confidentiality.

- Other subcontractors:
We are authorized to use the subcontractors (hereinafter the “Sub-processor”) listed in the table above to carry out specific processing activities. In the event of a change in the list of authorized Sub-processors, we will inform you in advance and in writing. This information must clearly indicate the subcontracted processing activities, the identity and contact details of the Subcontractor. You have a period of 15 (fifteen) days from the date of receipt of this information to present your legitimate and reasoned objections. In the absence of notifications of objections after this period, you will be deemed to have accepted recourse to the subsequent Subcontractor.

The Subcontractor is obligated to fulfill the obligations of this Agreement on your behalf and according to your instructions. It is our responsibility to ensure that the Sub-processor presents the same sufficient guarantees as to the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the applicable Regulations. If the Sub-processor does not fulfill its data protection obligations, we remain responsible to you for the performance by the Sub-processor of its obligations.

- Transfer of personal data outside the European Union
We are authorized to transfer the personal data processed under this Agreement to countries located outside the European Union, subject to the in place of appropriate guarantees as defined in Chapter V of the aforementioned regulation.

- Assistance and Provision of information:
We undertake to respond as soon as possible to any request for information that you send us, whether in the context of a request to exercise their rights by data subjects, an impact assessment, or a request made by the data protection authorities or your data protection officer.

- User information and consent
When data is collected during Interviews, we undertake to provide a first level of information to Users and to obtain their prior consent to the collection of their registration data voice and detection of facial expressions and emotions.

This first level of information does not relieve you, as Data Controller, of your own information obligations towards Users and towards your collaborators and / or employees whose voice data is recorded in particular.

- Exercise of the rights of individuals
As far as possible, we are committed to helping you fulfill your obligation to respond to requests to exercise the rights of data subjects: right to withdraw consent, right to 'access, rectification, erasure and opposition, right to restriction of processing, right to data portability, right not to be the subject of an individual automated decision (including profiling).

If we directly receive a request to exercise the rights of a person concerned by the processing operations governed by this Contract, we undertake to send it to you upon receipt thereof.

- Notification of personal data breaches:
We undertake to notify you of any personal data breach and to provide you with all useful information and documentation to enable you, if necessary, to notify this breach to the authority competent control, as soon as possible after becoming aware of it.

- Fate of data:
We undertake to delete personal data at the end of your use of the Services and not to keep a copy.

- Documentation:
We keep a written record of the processing operations carried out on behalf of our clients. This register also includes the information relating to these processing operations. We provide you, at your request, with all the information and documents necessary to demonstrate compliance with our obligations and to enable audits to be carried out. You thus have the possibility of carrying out audits once a year and at your expense in order to verify our compliance with the obligations provided for in this article relating to personal data. You will notify us of the audit with a minimum of two (2) weeks notice. We reserve the right to deny the identity of the selected auditor if it is from a competing company. The audit must be carried out during our working hours and in such a way as to disrupt our activity as little as possible. The audit will not be able to undermine in any way whatsoever (i) our technical and organizational security measures deployed, (ii) the security and confidentiality of the data of our other customers, (iii) nor the proper functioning and the organization of our production. To the extent possible, the Parties will agree in advance on the scope of the audit. The audit report must be sent to us in order to enable us to formulate any observations or remarks in writing, which will be appended to the final version of the audit report. Each audit report will be considered confidential information.

17.2.3 Your obligations towards us:

You agree to:

  • (a) Provide us with the personal data referred to above, to the exclusion of any irrelevant, disproportionate or unnecessary personal data , and to the exclusion of any "particular" data within the meaning of the applicable Regulations, unless the processing justifying it, on your part to establish these justifications and take all measures, in particular prior information of Users and your employees and / or collaborators, for the collection of consent and security, appropriate for such particular data;

  • (b) collect under your responsibility, in a lawful, fair and transparent manner, the personal data that you provide to us, for the performance of its services, and in particular, to ensure the legal basis of this collection and of the information due to the persons concerned;

  • (c) document in writing any instructions regarding data processing carried out by you;

  • (d) ensure beforehand and throughout the duration of the processing, compliance with the obligations provided for by the applicable Regulations.

18. Force Majeure

We cannot be responsible for any breaches or delays in the performance of our respective contractual obligations due to a case of force majeure occurring during the duration of our relationship.

Force majeure covers:

  • any case meeting the conditions of article 1218 of the Civil Code and recognized by case law,
  • strikes, terrorist activities, riots, insurgencies, wars, government actions, epidemics, natural disasters or defect attributable to a third-party telecommunications provider.

If one of us is prevented from performing our obligations due to force majeure, he must inform the other party by registered letter with acknowledgment of receipt. The obligations are suspended upon receipt of the letter, and must be resumed within a reasonable period of time upon cessation of the case of force majeure.

We nevertheless remain bound to fulfill our respective obligations which are not affected by a case of force majeure and any payment obligation.

19. How to end the Services?

You can unsubscribe from our Services at any time through your Account.

The termination is effective within thirty days of the request.

Without prejudice to your right of withdrawal exercisable under the conditions of the article "Do you benefit from a right of withdrawal", Credits not used when you unsubscribe from the Services will not be refunded.

20. What are the penalties in the event of failure to meet your obligations?

Payment of the price of the Services as well as the obligations provided for in the article "What are your obligations and for what are you responsible?" »Constitute essential obligations.

In the event of a breach of these obligations, we may:

  • suspend or cancel your access to the Services,
  • publish on the Platform any information message that we deem useful,
  • send you a registered letter with acknowledgment of receipt to:
  • post end of our contractual relations, the termination taking effect on the day of receipt or first presentation of this letter,
  • or to ask you to remedy the breach within a maximum period of 15 calendar days. The termination will take effect at the end of this period in the absence of regularization of the breach. Termination entails the deletion of your Account,
  • notify any competent authority, cooperate with it and provide it with all the information useful for the investigation and suppression of illegal or illicit activities,
  • initiate any legal action.

These penalties are without prejudice to any damages that we may claim from you.

21. How can we modify our General Conditions?

We can modify our General Conditions at any time and will inform you by any written means (and in particular by email) at least 30 calendar days before their entry into force unless otherwise stated in a possible Estimate.

If you do not accept these modifications, you must unsubscribe from the Services as provided in the article "How to end the Services?" ".

If you use our Services after the entry into force of our amended General Conditions, we consider that you have accepted them.

22. Which language prevails in the event of disputes over the interpretation of the General Conditions?

The French language prevails in the event of contradiction or dispute over the meaning of a term or a provision.

23. Applicable law and competent jurisdictions

Our General Conditions are governed by French law.

In the event of a dispute between us, and in the absence of an amicable agreement within 2 months of the first notification, it will be subject to the exclusive jurisdiction of the courts of Paris (France), unless otherwise required.