Table of Contents

2.1

You may not use the Services unless you first accept to be bound by these Terms.

2.2

You can accept the Terms by clicking to accept or agree to the Terms when subscribing to an Offer.

2.3

Your acceptance of the Terms shall be deemed an unconditional agreement to be bound by each provision of the Terms, without any exceptions or qualifications whatsoever from you. If you do not agree to all of the provisions of the Terms, do not access or use the Services.

2.4

You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with QUANDELA, (b) you are a person barred from receiving the Services under the laws of France or other countries including the country in which you are resident or from which you use the Services, or (c) for purposes contrary to public order and morality.

2.5

Before you continue, you should print off or save a local copy of these Terms for your records.

4.1

You acknowledge and agree that the Services may be provided to you on behalf of QUANDELA by QUANDELA’s subsidiaries and affiliated legal entities (“Subsidiaries and Affiliates”) in accordance with the Terms.

4.2

You acknowledge and agree that the Services may be provided to you on behalf of QUANDELA, in whole or in part, by third party subcontractors.

4.3

You acknowledge and agree that QUANDELA may change from time to time without prior notice to you the form and nature of the Services at its sole discretion, as a result of QUANDELA’s improvement, enhancement and further development of the Services.

4.4

QUANDELA may interrupt, access to all or part of the Services, without any liability to you, in order to permit maintenance operations to be carried out and/or for development necessary for the proper functioning of the Services and for the improvement of the Services. In such case, QUANDELA shall inform the Customer in due time by notification.

4.5

You also acknowledge that, as part of the ongoing development of the API, QUANDELA might replace the Customer’s version of the API by a new one with additional and different features and tools. In such case, QUANDELA shall inform the Customer in due time by notification and the Customer undertakes to implement the new version of the API within a reasonable period of time.

4.6

QUANDELA undertakes to make its best efforts to make available the API, the Online Tools and the Administration Console most of the time.

4.7

QUANDELA will only store the Content in order to provide the Services to the Customer and to End Users, especially to provide them the Final Content and will store the Content only for the duration required to perform the Services.

5.1

You can subscribe to the Services by visiting QUANDELA’s website, purchase online or via contact form that will be processed by our sales department.

5.2

You can chose between different Offers, depending on your project

5.3

QUANDELA reserves the right to reject a Customer Order. In particular, QUANDELA rejects Orders from any entity which aims to create competing cloud solution.

6.1

You agree and understand that you are responsible for the protection of the confidentiality of passwords associated with any account you use to access the Services.

6.2

Accordingly, you agree that you solely will be responsible to QUANDELA and to third parties for all consequences of the use of your passwords and accounts and for all activities that occur under your account, and that QUANDELA may under no circumstances be held liable for any fraudulent use of your passwords and account. If you become aware of any unauthorized use of your password or of your account, you shall immediately notify QUANDELA at: contact@quandela.com.

7.1

Using the Services requires a remote connection (Internet or private network), suitable and sized for the intended use of the Services. The Customer is responsible for this connection and bears all related costs. The Internet is subject to technical hazards (notably unreliable connection lines, fluctuating bandwidth, interruptions) and security risks beyond the control of QUANDELA. QUANDELA is not responsible for these failures and their consequences, in particular when they lead to unavailability and/or discontinuity of the Services.   

7.2

You may be asked to provide to QUANDELA certain personal data and information in order to allow you to identify yourself as an individual (referred to below as “Personal Data”), such as identification or contact details as part of the registration process for the Services, or as part of your continued use of the Services. You undertake to provide QUANDELA with Personal Data which will always be accurate, complete and up to date. Personal Data will be collected and treated by QUANDELA as described in QUANDELA’s privacy policy.

7.3

You undertake to use the Services only for purposes that are in strict compliance with (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws governing the export of data or software to and from France, your country of residence or other relevant countries) and you shall take no actions which would cause QUANDELA to be in violation of any law, ruling or regulation applicable to it.

7.4

You undertake to use the Services for the sole purpose of lawful and legitimate needs. In particular, the following usages are prohibited: (a) any use of the Service for retro-engineering the Service itself or any of its components, (b) for bypassing security or throttling system of a third-party and more generally as a proxy, (c) for spamming activity, (d) for building-up database of data used for training a competitive service, or (e) for getting access to any processing intermediate state.

7.5

Unless a specific authorization has been granted to you by QUANDELA in a separate agreement, you undertake not to access (or attempt to access) any of the Services in a manner not expressly permitted by QUANDELA.

7.6

You undertake not to engage in any activity that may alter, interfere with, damage, overburden or disrupt the Services (or the servers and networks which are connected to the Services). Moreover, you undertake to use the Services on a secured IT environment.

7.7

Unless a specific authorization has been granted to you in a separate agreement with QUANDELA, you undertake not to reproduce, duplicate, copy, sell, trade, resell or make available the Services to third parties for any purpose.

7.8

The Customer is solely liable for the implementation of the API as well, as the installation, operation and maintenance of its system on which utilizes the API. The Customer shall ensure that its systems are compatible with the Documentation. If QUANDELA provides a new version of the API, the Customer shall implement it within a reasonable period of time.

7.9

You undertake not to access the Services through automated procedures. Moreover, you must notify QUANDELA without delay if you expect a significant increase in the number of requests for any reason whatsoever.

7.10

The Customer’s Content must not contain nothing illegal or contrary to third party rights, such as content borrowed from work protected by intellectual property law, hateful, defamatory, offensive, denigrating or discriminatory content. The Customer cannot transmit or process any Personal Data through the Content. QUANDELA cannot be held liable for the Result.

7.11

You undertake not to remove, defeat, avoid, deactivate or bypass protection or authentication tools or instruments while using the Services.

7.12

You agree that you are solely responsible for (and that QUANDELA has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which QUANDELA may suffer) of any such breach. You undertake to indemnify, defend and hold QUANDELA harmless against the consequences of any such breach.

7.13

QUANDELA reserves the right to suspend all or part of the Services in the event of:

Such suspension may take place immediately and without notice in the event of an emergency, and in particular in the cases described in items (a), (b) and (c) above, as well as in the event of illicit or fraudulent use of the Services, or use made in violation of the rights of a third party, and more generally, any use on the basis of which QUANDELA’s liability would be called into question. Insofar as possible, and subject to judicial and administrative requisitions and non-compliance with the Terms, QUANDELA will attempt to limit the impact of the suspension on the normal operation of the Services. These suspensions do not relieve the Customer of its obligation to pay all amounts due to QUANDELA under the Terms, without prejudice to the possibility for the Client to engage the responsibility of QUANDELA under the conditions of Article 10 "Liability" below if these suspensions result from a breach by QUANDELA of its obligations. If the suspension results from a breach by the Customer of its obligations, this suspension is without prejudice to QUANDELA's right to terminate the Terms in accordance with Article 12.3 "Termination for breach" and to claim compensation for the damage suffered. Except in the case of termination or non-renewal of Services, suspension of Services does not result in the deletion of Customer data.    

8.1

As part of your use of the Services, QUANDELA is obliged to process and collect personal data.

8.2

The privacy policy is an integral part of these Terms. It informs you about how QUANDELA may collect and process your personal data.

8.3

The privacy policy is available at: https://cloud.quandela.com/privacy-policy

8.4

In order to exercise the rights provided for in the Personal Data Regulation as explained in the Privacy Policy you can send your request:

• by mail: Data Controller – QUANDELA SAS – 7 RUE LÉONARD DE VINCI, 91300 MASSY France

• by email: dataprotection@quandela.com

8.5

You agree to the use of your personal data in accordance with QUANDELA’s Privacy Policy, in accordance with personal data regulation particularly the provisions of French Law No 78-17 of 6 January 1978; the provisions of European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and of French Law No 2018-493 of 20 June 2018 on the protection of personal data), and accept that QUANDELA may also pass your Personal Data to its Subsidiaries and Affiliates, for the purpose of provisions of the Services or any other purpose as may be accepted by you.

8.6

You undertake to comply with the rules applicable to the protection of Personal Data (particularly the provisions of French Law No 78-17 of 6 January 1978; the provisions of European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and of French Law No 2018-493 of 20 June 2018 on the protection of personal data) while using the Services.

9.1

QUANDELA owns and/or has legal authority to all legal rights, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You acknowledge and agree that the Services may contain information which is designated confidential by QUANDELA and you undertake that you shall not disclose such information without QUANDELA’s prior written consent.

9.2

The Terms strictly forbid you to use, represent, reproduce, whether in all or in part, any of QUANDELA’s trade names, trademarks, logos, domain names, and other distinctive brand features, and consequently, any such use, representation or reproduction by any means or in any form whatsoever of all or part, whether or not qualitatively or quantitatively substantial, without the prior written authorization by QUANDELA shall constitute inter alia an infringement of such intellectual property rights. In particular and without limitation, QUANDELA prohibits the use of the QUANDELA logo and QUANDELA Cloud logo for commercial purposes without QUANDELA prior and written consent.

9.3

Subject to the obtaining of QUANDELA prior written authorization to use any of its trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, you undertake, when using the same, to comply strictly with the terms of such authorization and any applicable provisions of the Terms.

9.4

You undertake not to remove and to keep intact any proprietary rights notices (including copyright and trademark notices) which may be affixed to or appear within the Services.

9.5

Other than the limited license set forth in Article 11 below, QUANDELA shall obtain no right, title or interest from you (or your licensors) under the Terms. Unless you have agreed otherwise in writing with QUANDELA, you agree that you are responsible for protecting and enforcing those rights and that QUANDELA has no obligation to do so on your behalf.

9.6

It is QUANDELA’s policy to respond to notices of alleged infringement of copyright, trademark or any other intellectual property rights arising under all applicable intellectual property laws and to terminate the accounts of repeated infringers.

10.1

Unless provided differently in any supplemental terms which may be applicable, QUANDELA gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Online Tools and/or the API provided to you by QUANDELA as part of the Services (referred to as the “Software” below) for the duration of the Offer subscribed. This license is for the sole purpose of enabling you to fully use the Services as provided by QUANDELA, always in compliance with the Terms.

10.2

You shall not (and you shall not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been authorized to do so by QUANDELA, in writing.

10.3

Unless QUANDELA has given you prior written authorization to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer all or any part of your rights to use the Software.

10.4

The license to use Online Tools is a single-user license. The access credentials to the Online Tools shall be only used by one End-User.

11.1

Before displaying, posting and/or submitting any file, text, web page, and/or any Content whatsoever on or through the Services, you shall ensure that you are entitled to do so and that you either are the author of such content or have obtained a prior written authorization to use such content from its author. QUANDELA shall under no circumstances be held liable for the consequences of any infringement of this clause.

11.2

You retain copyright and any other rights already held on the Content which you submit, post or display on or through, the Services.

11.3

By submitting, posting or displaying the Content on or through, the Services, you shall grant QUANDELA a limited, worldwide, royalty-free, and non-exclusive license to store, reproduce (temporarily or permanently), transmit, excerpt, adapt, modify, translate and publish any Content which you submit, post or display on or through, the Services in order to provide you with the Services, for the duration of the Offer subscribed. You agree not to be entitled to any compensation or reimbursement of any kind from QUANDELA under any circumstances under this license.

11.4

QUANDELA will only store the Content in order to provide the Services to the Customer and to End Users, especially to provide them with the Final Content. The Content will not be retained beyond the provision of the Services by QUANDELA. This license is only granted in the context of the provision of Services; the Content is not used by QUANDELA for the purpose of improving its Services.

11.5

You warrant to QUANDELA that you have all the rights, power and authority necessary to grant the limited license referred to in this clause.

13.1

The Customer shall pay the fees corresponding to the Offer chosen which may vary according to the type of accessed platforms. The prices of the Offers ordered are those in force on QUANDELA’s website at the time the Order is placed. By way of exception, QUANDELA and the Customer may agree on the price of the Services by means of a QUANDELA quotation, which will constitute the Order once signed by the Customer

13.2

QUANDELA may change the prices of the Offers at any time. For all new Orders, changes are applicable immediately. For Services in use at the time of the price increase, the price may be modified by QUANDELA after informing the Customer by email at least thirty (30) days before the modification takes effect. In such a case, the Customer will have a period of thirty (30) calendar days, of three (3) months for Consumers, to cancel the Services, without penalty, by email/registered mail with acknowledgment of receipt.

13.3

The payment can be done, at the choice of the Customer, by credit/debit card or by bank transfer.

13.4

In the event that the Customer exceeds the Credits limit included in its Offer, an additional amount will be charged. You acknowledge and agree that, in the event of a limitation of Credits, if the limitation has not been reached, these Credits shall not be reportable at a later date.

13.5

If one due payment is rejected, QUANDELA will try to proceed to the payment again three (3) days then five (5) days after the first rejection and then will try one last time fifteen (15) days after the first rejection.

13.6

In the event of this last attempt to charge failing again, QUANDELA retains the right to suspend the Customer account, if applicable, without any delay until the amount due is paid.

14.1

Promotional Credit may be granted by QUANDELA under the following conditions:

• for the subscription of an “Explorer” Offer: 200 credits are offered and reset monthly ;

14.2

Promotional Credits must be used in the same conditions as usual Credits.

14.3

You may not sell, license, rent, or otherwise transfer Promotional Credit. Promotional Credit may be applied only to your own QUANDELA account. Promotional Credit has no intrinsic value, is not redeemable for cash, has no cash value, is nonrefundable, and serves merely as a means to provide an incentive to use our Services. Promotional Credit may not be purchased for cash, and we do not sell Promotional Credit.

14.4

Promotional Credit is void in the event of fraud, misuse, or violation of any terms of the Agreement, these Terms, or the terms of the Offer pursuant to which you received the Promotional Credit. 

Promotional Credit is void if sold for cash or other consideration. 

If QUANDELA determines a Customer created an account solely for the purpose of obtaining Promotional Credit, any Promotional Credit applied to that account will be void. In addition to any other legal relief available to us, you will reimburse QUANDELA for the amount of any Promotional Credit you use in violation of these Terms.

14.5

By accepting Promotional Credit, you represent and warrant that your receipt and use of Promotional Credit is not prohibited or inconsistent with any applicable laws, regulations, or binding orders (including applicable ethics or procurement rules) and will not create a conflict of interest for QUANDELA.

14.6

Promotional Credit is valid for a limited time only and cannot be redeemed. We reserve the right to cancel Promotional Credit at any time. No refunds will be granted for any expired or cancelled Promotional Credit.

15.1

The Contract remains into force for as long as the Customer uses the Services or an Order is in progress.

15.2

The initial duration of the Services is specified in the Order and may include a Commitment Period.

15.3

The Customer can subscribe to an Offer with no time commitment as long as the monthly payment invoicing option has been chosen. In this case, the Offer is subscribed for a period of one (1) month starting from the subscription date and is renewed tacitly from month to month.

Every month, the Customer can decide to terminate the Offer subscribed. To do so, the Customer can unsubscribe by contacting the support and assistance service and according to the conditions for termination provided in Article 16 below.

15.4

The Customer can subscribe to an Offer with a time commitment of twelve (12) months starting from the subscription date, renewed tacitly from year to year (12 months).

At the end of each due date, the Customer can decide not to subscribe anymore to the Offer chosen. To do so, the Customer can unsubscribe by contacting the support and assistance service and according to the conditions for termination provided in Article 16 below.

16.1

The Contract can be terminated by either you or QUANDELA as set out below.

16.2

QUANDELA or the Consumer may denounce the Contract , without having<br>to justify reasons, at the end of the initial period or each renewal period, subject to addressing to the other Party:

• When the Commitment period is one (1) month, an email with acknowledgement of receipt sent to: contact@quandela.com at least forty-eight (48) hours prior to the renewal date of the Order.

• Where the Commitment period is twelve (12) months, registered mail with acknowledgement of receipt at least three (3) months prior to the renewal date of the Order.

16.3

QUANDELA shall be entitled to terminate the Contract at any time, upon occurrence of any of the following events, without any prior notice:

16.4

QUANDELA shall be entitled to terminate the Contract at any time, upon occurrence of the following event, with a one (1) month prior notice: termination of QUANDELA’s relationship with any partner with whom QUANDELA offered the Services to you or termination of the provision of certain Services by such partner.

16.5

The termination of the Terms shall not extend to those legal rights, obligations and liabilities, and in particular, without limitation, pursuant to Article 9,  11.1 and 11.2, which continue indefinitely, whether or not expressly stated as such, and which shall continue unaffected, and the provisions of Article 19 shall continue to apply to such rights, obligations and liabilities indefinitely.

17.1

In the event that the Customer meets the definition of a “consumer” as set forth in Introductory Article of the French Consumer Code (consumer: any physical person acting for purposes which are not within the scope of his or her commercial, industrial, artisanal, liberal or agricultural activity), the Customer benefits from a withdrawal right, except when the performance of the Services has begun before the end of the withdrawal period (<em>i.e.</em>: 14 days following the date of the Order). For paying Offers, you, acting as a Consumer, hereby (a) give prior express consent for performance of the contract to begin before expiry of the withdrawal period and (b) acknowledge that you will lose your right of withdrawal.

17.2

To exercise the right of withdrawal, the Customer shall inform QUANDELA within fourteen (14) days following the date of the Order in writing:

• by mail: Data Controller – QUANDELA SAS – 7 RUE LÉONARD DE VINCI, 91300 MASSY France

• by email: contact@quandela.com

17.3

In case of withdrawal, QUANDELA will reimburse to you all payments received from you if you haven’t started using the Services. This reimbursement will intervene within fourteen (14) days following your notification of withdrawal.

17.4

In the event of a dispute, you should first contact QUANDELA’s customer service department, on business days:

• by email: contact@quandela.com

17.5

In the event of the failure of the request for a complaint to QUANDELA customer service or in absence of a reply within two (2) months, the consumer may refer the dispute to a mediator who will try to reach an amicable solution. In order to submit a request for mediation, the consumer can use the complaint form available at the following address: https://ec.europa.eu/consumers/odr/main/?event=main.complaints.screeningphase.

17.6

The parties remain free to accept or refuse to use mediation and, in the event of recourse to mediation, to accept or refuse the mediator’s solution.

18.1

When the Customer is a Consumer, he shall benefit from statutory warranty rights.

18.2

The Customer shall notify to QUANDELA any defect by email without delay.

18.3

QUANDELA shall make its best efforts to remedy to the defect or the error within a reasonable time. The Customer shall assist QUANDELA in rectifying the defect or the error.

18.4

No advice, results or information, whether oral or written, obtained by you from QUANDELA or through the Services shall create any warranty not expressly made in the terms.

18.5

The Customer guarantees QUANDELA against all consequences, in particular all claims or legal actions by a third party, resulting from (a) the use or exploitation of illicit Content as part of the Services, (b) fraudulent use of the Services or use that does not comply with the laws and regulations in force, (c) use of the Services in violation of the rights of third parties (including the intellectual property rights of third parties), (d) the lack of suitability of the Services selected to the needs of the Customer, (e) the loss or unauthorized or fraudulent use of Customer' means of authentication and (f) third party data loss. The Customer will take appropriate actions in all requests, claims and/or actions by third parties involving the Content and/or the provisions of the Contract, including administrative and judicial authorities.

18.6

As such, the Customer will indemnify and hold harmless QUANDELA against all resulting damages and will bear all reasonable legal costs (reasonable professional fees of lawyers, court costs and fees, bailiff's fees, expert fees, disbursements, etc.), as well as any damages awarded to a third party by settlement or a binding decision against QUANDELA. The Customer will not agree to any settlement of any such claim or action without the prior written consent of QUANDELA.

18.7

Neither QUANDELA or the Customer shall be liable for non-performance of its obligations – except for the payment of the Services – if such non-performance results directly or indirectly from an event of force majeure as defined in the French civil code. QUANDELA and the Customer agree that the following events must be deemed force majeure events: acts of vandalism, war or threat of war, sabotage, terrorist acts, fire, epidemics, earthquakes, floods, explosions, and power cuts beyond the control of the prevented party. The affected party shall (i) use commercially reasonable efforts to limit the effects of the event; (ii) continue performance of obligations not affected by the event; (iii) inform the other party in writing as soon as possible of the existence, circumstances, impact on the Services and estimated duration of such event or its effects; and (iv) keep the other party regularly informed of developments after the initial information. If the event of force majeure continues for more than thirty (30) consecutive days, either party may terminate the affected Services.

19.1

QUANDELA offers the Services “as they are” and “as available”, and therefore does not have to make sure the Services match the Customer’s needs.

19.2

Any material or software downloaded or otherwise obtained through the use of the Services is obtained at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of such material. You are solely responsible for taking all appropriate measures to protect your own data and/or computer from contamination by any viruses that may be circulating on the internet.

19.3

Neither QUANDELA, nor any of its subsidiaries, affiliates and licensors shall assume any liability under any circumstances in connection with the quality of the Results obtained by the use of the Services.

19.4

You shall be fully responsible for the risks incurred by placing your reliance on, and for all consequences of your use of (i) the Services, (ii) the Results produced by the Services and/ or any (iii) Content.

19.5

QUANDELA (including its Subsidiaries and Affiliates) may only held liable in the event of a proven fault causing direct damage to the Customer.

19.6

Subject to the overall provisions in Article 17 above neither QUANDELA nor any of its Subisidiaries and Affiliates will under any circumstances be liable to you for:

• any indirect, incidental, special, consequential, incidental, exemplary, punitive damage, arising from or associated with the use of, or inability to use, the Services , including without limitation, loss of profits or income, loss of goodwill, loss of business, loss of reputation or loss of opportunity, loss of data, and any other loss or damage of any kind, cost of procurement of substitute goods or services, or other intangible loss, however arising, whether incurred directly or indirectly and whether caused by tort (including negligence), breach of Contract or otherwise, even if foreseeable.

• any loss or damage which you may have incurred, including but not limited to, loss or damage as a result of:

19.7

Notwithstanding the above, any liability of QUANDELA, its subsidiaries, affiliates and licensors, however it occurs, for any damage or loss described in this clause shall not exceed the price, if any, paid by you to QUANDELA for the relevant Services.

19.8

The limitation of QUANDELA’s liability to you as set forth in this clause shall apply whether or not QUANDELA has been advised of or should have been aware of the possibility of any such losses arising.

19.9

You shall promptly notify QUANDELA of any claims brought against you by third parties in connection with an alleged infringement by QUANDELA of an intellectual property right. QUANDELA reserves the right but shall have no obligation, at its own expense, to assume the exclusive defense and control of any such claims. In such case, you agree to cooperate with QUANDELA’s defense of such claim.

19.10

You shall indemnify, defend and hold QUANDELA, its subsidiaries and affiliates and all the officers, directors, employees, agents, information providers, licensors and licensees of QUANDELA and those of its subsidiaries and affiliates (collectively, the “indemnified parties”) harmless from and against all and any expenses, losses, liabilities, damages, costs or disbursements incurred or suffered and any claims or legal proceedings which are brought or threatened, in each case arising from (i) your use, or the use of any user of your account, of the Services and/or (ii) any breach by you, or by any user of your account, of the Terms or (iii) any violation by you, or by any user of your account, of any rights of third parties through the use of the Services. QUANDELA reserves the right, at its own expense, to assume the exclusive defense and control of any claim for which the indemnified parties are entitled to indemnification under this clause, subject to indemnification by you. In such event, you agree to cooperate with QUANDELA’s defense of such claim.

20.1

The Terms shall govern only your relationship with QUANDELA, and its Subsidiaries and Affiliates, to the exclusion of any relationship which you may enter into incidentally with any other person or company as a result of, or through your use of the Services, when using a service or downloading software, or purchasing goods, provided by such person or company.

20.2

The Terms constitute the entire legal agreement between you and QUANDELA. These Terms replace any prior terms entered into between you and QUANDELA in relation to the Services but shall in no way affect the validity of any supplemental terms pre-existing these Terms.

20.3

Any notices by QUANDELA in connection to the Services may be provided to you either by email, regular mail, or postings on the Services.

20.4

QUANDELA may modify the Terms at any time in its discretion. Such modifications are immediately applicable to all new Orders. For Services in use, the Customer will be notified by e-mail. Such modifications will come into effect thirty (30) calendar days after such notification is sent. However, modifications due to legal or regulatory compliance may take effect immediately insofar as QUANDELA has no control over them. When new conditions are detrimental to the Customer, the Customer may terminate the affected Services by registered letter with acknowledgement of receipt, or by using the following email address cloud-engage@quandela.com, within a maximum period of thirty (30) calendar days, or four (4) months for Consumers, from the entry into force of the new terms.

20.5

No failure to exercise, nor any delay in exercising, on the part of QUANDELA, any right or remedy under the Terms or under any applicable law, shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or future exercise thereof or the exercise of any other right or remedy. The rights and remedies of QUANDELA provided for by the Terms are cumulative and not exclusive of any rights or remedies provided by law.

20.6

If, at any time, any provision of the Terms is or becomes illegal, invalid or unenforceable in any respect pursuant to any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

20.7

You acknowledge and agree that the Terms shall benefit QUANDELA’s Subsidiaries and Affiliates and that they shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than by virtue of this provision, no other person or company shall be third party beneficiaries of the Terms.

20.8

The Terms, and your relationship with QUANDELA under the Terms, shall be governed by and construed in accordance with French law, provided that the Customer, when acting as a Consumer, is not deprived of the protection offered by the mandatory rules of his country of residence.

20.9

The competent courts within the jurisdiction of the Court of Appeal of Paris, France, shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Terms, provided that the Customer, when acting as a Consumer, is not deprived of its choice to bring proceedings to the Court of the place of actual delivery of the service.