General Terms & Conditions

These General Terms of Services (the “General Terms”) govern with any order made online or any purchase order, if applicable (the "Order") the contractual relations between the Provider and the subscribing entity identified during the online subscription process or directly in the purchase order (the "Customer") (the "Parties"). The General Terms and the Order form together the "Agreement". The Agreement prevails over any other document such as Customer's general terms and conditions of purchase, advertising or marketing material. 

1. DEFINITIONS

Terms beginning with a capital letter have either the definition given in the text or the following definition:

2. PURPOSE AND DESCRIPTION OF THE SERVICES

2.1. The Agreement sets out the terms and conditions under which Provider provides the following services to the Customer, namely (“Services”):

(i)       access to the Solution’s features under a right of use granted to the Customer, 
(ii)      hosting of the Data, 
(iii)     the Onboarding, when subscribing to the Enterprise model, as defined below;
(iv)     the Maintenance and Support Services. though any connection made between ORIS and Autodesk Civil 3D

2.2.  Any other service provided by the Provider, such as the setup or configuration services (including onboarding), individual programming, individual adaptations of the Services (customizing), the preparation and transfer of data, training, consulting services, 3D visualizations and supplementary maintenance and support services, unless such services are expressly agreed as part of a specific service (the “Professional Services”), which shall be subject to a dedicated purchase order.

3. SUBSCRIPTION OPTIONS

3.1. The Customer can choose when subscribing to the Services between different subscription models:
- “Starter”: subscription that enables a single User to benefit partially from the Solution’s features with limitations without warranties and support; “
- “Advanced”: subscription that enables a single User to benefit partially from the Solution’s features with limitations;
- “Expert”: subscription that enables a single User to benefit from Solution’s features without limitations;
- “Enterprise”: subscription for Users including Admin Users, with tailored onboarding, Support Services and access to features defined during subscription, and which cannot be subscribed online.

3.2. The recent pricing and features of a subscription can be found on
        https://www.oris-connect.com/pricing.

4. REGISTRATION, ACCEPTANCE TO AND MODIFICATION OF THE GENERAL TERMS

4.1. Registration. In the event of a purchase order, “Users”) should register online. For this purpose, the User must specify the Customer’s company or organization for which it wishes to use the Services and the other data requested during registration. 

Online subscription. To subscribe online to the Services, an account must be created in the name of the Customer by using the User’s name, first name, email address, company name, and address. Once the User has registered and confirmed the subscription online, the User receives an email to verify the email address provided during registration. Additional info to be provided later.  

4.2. Acceptance and enforceability of the General Terms. The General Terms are made available directly online when the User subscribes to the Services or registers to the Solution when purchasing the Entreprise option. The General Terms are enforceable against both the Customer and the User. The acceptance of the General Terms is formalized by clicking a checkbox "I have read the General Terms of Services and accept them" when User (i) subscribes online to the Starter, Advanced, or Expert option, or (ii) registers online after the Customer has signed a purchase order. Clicking this checkbox constitutes proof that the Customer and its Users have read and accepted these General Terms and that the User has full power and authority to accept these General Terms and to commit to the payment of the Fees for the organization identified as the Customer. When subscribing online, the Provider acknowledges the subscription by sending an invoice via email to the email address provided during the subscription process. The subscription is only considered final after the Provider has sent the Customer this confirmation, and after the Provider has received the full amount due for the next 12-month period. Once confirmed, the order cannot be canceled, except as otherwise provided herein.

4.3. After having the opportunity to check the details of the subscription, its total price and to correct any errors, and by finally confirming the order and accepting the General Terms, the Customer will receive an email with the invoice for payment of the amount agreed to during the online subscription, that can be paid by credit card or bank transfer, under the conditions set out in Section 8. Once the payment has been made, the Customer will receive a confirmation email confirming payment and summarizing the order.

4.4. By subscribing either online or through a purchase order, the Customer acknowledges that it has been able to obtain from the Provider directly or through the Provider’s website all the information necessary to assess the adequacy of the Services to its own needs.

4.5. Modification of the General Terms. Provider may modify the General Terms at any time and, in this perspective, undertakes to inform Customer by any means, including by email, notification and hyperlink displayed on the Solution home page, etc. The latest version of the General Terms accessible applies at any time to any new subscription to the Services by the Customer made following said the update. Any use of the Solution by the Customer after the General Terms have been updated is considered as acceptance by the Customer of the new General Terms. The General Terms accessible on the Solution prevail over any previous version.

5. ACCESS TO THE SERVICES AND AVAILABILITY

5.1. Technical requirements. Access to the Services requires that the Customer and its Users and Admin Users, if applicable, have in place a high-speed internet connection with at least one of the latest versions of a standard web browser (Edge, Safari, Chrome and/or Firefox). The Customer is solely responsible for the proper functioning and the security of its information system, its equipment and the Internet connection which allows Users to access the Services. For the ORIS Civil 3D Plugin, versions of Autodesk Civil 3D 2023 or newer are required.

5.2. Users identification. User’s identification when subscribing or registering online is done through a login which is the User’s email address and a password which is chosen by the User when registering (the “Logins”). Provider can also set up a "single sign-on" process for the Enterprise model. The Customer represents and warrants that Users and Admin Users, if applicable shall keep their Logins personal, prevent access by third parties, and ensure their confidentiality specifically by not disclosing them under any means at all times. Provider may suspend or limit the access to the Services and the validity of the Logins in particular if Provider is aware of or has reasons to believe that there is a breach by Customer or Users or Admin Users of the obligations set in this section or any other security obligation. The Customer shall indemnify and hold the Provider harmless of any losses that the Provider could incur due to the Customer’s, Customer’s affiliates, their Users, Admin Users or contractors' breach of the above.

5.3. Availability. Provider shall use its best efforts to ensure the availability of the Services at a monthly service availability level of 98% during working days and working hours. The Services are normally also available outside this Availability Period. Downtimes are periods on working days during which the Service is not available. Unavailability periods shall qualify as downtimes if the Services are unavailable due to one of the following circumstances: (i) maintenance operations, including the application of updates and patches, (ii) non-compliance by the Customer with its obligations or failure to follow the Provider’s instructions, (iii) malfunction of the Customer’s hardware or network, (iv) unavailability due to an Error or maintenance operation of a service provided by a third-party, (v) individual change requests by the Customer that cannot otherwise be implemented, and (vi) force majeure event or other circumstances outside the Provider's reach (e.g. disruptions of power grids or telecommunications networks). 

6. ONBOARDING FOR ENTERPRISE SUBSCRIPTION

6.1. The technical and functional standards used as a basis for the Onboarding or any other Professional Services are approved by both Parties during remote workshop sessions with the Customer (the "Specifications"), it is understood that the most recent Specifications systematically replace the previously adopted Specifications.

6.2. The conditions of performance, the indicative timetable, the number of sessions, and the invoicing schedule for the Onboarding, carried out by the Provider in compliance with the Specifications, are set forth in the dedicated purchase order. The smooth running of the Onboarding phase is subject to the Customer's compliance with its commitments in terms of collaboration as specified in Section 13.

6.3. Verification of the tasks performed during Onboarding and/or of Professional Services is jointly performed by reference to the Specifications and begins as soon as the configured Services are made available to the Customer. From this date, the Customer has a five (5) working days period to notify in writing any defects on the deliverables provided as part of the Professional Services or the Onboarding. If Customer has not notified any defect in writing within five (5) working days after the Onboarding is made available, Customer will be deemed to have accepted the Onboarding or the Professional Services, even in the absence of a duly signed acceptance report. The same also applies if the Customer makes the Services available to Users or uses the Professional Services. 

7. SUPPORT & MAINTENANCE SERVICES 

7.1. Provider provides a Support Service, i.e. a service allowing Users and Admin Users to notify Errors as well as to provide assistance to Users (through Admin Users for the Enterprise model). This Service is available during French working hours by email at the following address: support@oris-connect.com or via the support interface accessible at www.oris-connect.com. All notifications relating to an Error must be confirmed via the support interface / ticketing system / by email. For ORIS Civil 3D plugin technical support can be contacted via  c3d-support@oris-connect.com.

7.2. Corrective Maintenance. The Provider will provide corrective Maintenance Services provided that the Error is reproducible. If so, the Provider undertakes to acknowledge receipt of the Customer's request within 2 (two) working hours of the notification by the Customer above and to make its best endeavors to provide a solution or workaround within a reasonable timeframe. For the Enterprise model, the Provider will make its best endeavors to correct Errors within the following deadlines:

7.3. Maintenance exclusions. Corrective maintenance does not include the diagnosis and/or correction of any Error that results from (i) the use of the Services in breach of the Agreement or the Provider’s instructions, (ii) an Error resulting from a third-party software, a network or internet problem, or (iii) if Customer’s IT system does not meet the technical requirements or if there is a change in its IT System. In these cases, the Provider may at its discretion, agree to provide Maintenance Service and to provide any assistance that is not expressly provided for in the Agreement, which will be considered as Professional Services and will be invoiced to the Customer on a time-spent basis at the Provider’ then applicable rates.

7.4. Upgrades. The Provider may develop and modify the Solution in terms of its technical and material access methods as well as its functionalities and modules, as long as this does not cause an excessive inconvenience for the Customer or a material modification of the Solution’s functionalities provided under the model subscribed to. The Provider undertakes to provide the Customer with access to any updates and new versions of the Solution’s features as generally made available to other customers at no additional cost. However, access to additional features or new modules that may be developed and/or released by the Provider in the future may only be available subject to the payment by the Customer of additional recurring fees or to the model subscribed to. Upgrades to the ORIS Autodesk Civil 3D plugin shall be communicated via the Plugin changelog on the Autodesk App Store.

7.5. Customer’s obligations. The Customer shall ensure to the Provider and its staff the necessary access to the information system and hardware and to any information that may be deemed necessary to carry out the Maintenance. Customer shall notify the Provider of any Error as soon as they are identified and shall provide sufficient information to the Provider to enable the Provider to reproduce and qualify the Error and measure its impact on the Customer's activities. This information should include (i) a clear and precise description of the Error, (ii) the functionality in use when the Error occurred and/or the sequence of instructions that led to the Error; (iii) the error message displayed when the Error occurred, if any, and (iv) the browser, its version and the operating system used. 

8. FEES, PAYMENT AND TAXES

8.1. Fees and Payment Terms. Except for the Starter model or a trial period, the Customer must pay the Provider the amounts indicated in the purchase order or on the online subscription form when subscribing online (the “Fees”) as indexed from time to time. Aside from any Professional Services that may be invoiced as provided herein, there are two kinds of Fees payable by the Customer: (i) the recurring Fees which correspond to the amount due annually for the subscription to the Services according to the metrics chosen by the Customer in the Purchase Order or during the online subscription process (the "Recurring Fees") and (ii) the Onboarding Fees which correspond to the amount due for the Onboarding phase in case the Customer has subscribe to the Enterprise model, which is payable once (the "Onboarding Fees"). All Fees indicated are in euros and the Customer must pay all Fees in the euro currency.

8.2. The Customer must pay any invoice issued within thirty (30) days of the date of the invoice, failing which its access to the Solution will be suspended until the invoice is paid. 

8.3. Taxes. The Customer will bear all taxes, duties, and other governmental charges (collectively, “Taxes”) resulting from the Agreement, except applicable VAT. Customer will pay any additional taxes as are necessary to ensure that the net amounts received by Provider after all such taxes are paid are equal to the amounts that Provider would have been entitled to in accordance with this Agreement as if the taxes did not exist.

8.4. Price increase. All Fees indicated in the Agreement are fixed for twelve (12) calendar months period from the execution of the purchase order or the subscription date. At the end of this 12-month term, the Fees may be increased to take into account the evolutions made to the Service or the Solution for the same functional scope and any increase in subcontractors' costs, prices and/or rates. The revised Fees shall apply as of the first day following the twelve (12) calendar month period.

8.5. Late payment. Provider shall be entitled to charge interest on any amount not paid when due at an annual interest rate equal to 3 % (three percent) calculated daily from the date due for payment until the date payment is made in full. If the interest rate above was to be lower than the minimum French annual rate, the surcharge for late payment will be calculated by application of such minimum rate following the provisions of Article L.441-6 of the French Commercial Code. The Customer will reimburse any costs or expenses (including, but not limited to reasonable attorneys’ fees) incurred by the Provider to collect any amount that is not paid when due. Amounts due from Customer under this Agreement may not be withheld or offset by Customer against amounts due to Customer for any reason. Without prejudice to an action for damages, if within thirty (30) days following the issuance of a reminder, the Customer has not paid the Fees, the Provider may suspend the Services or terminate the Agreement in the conditions set out in Section 7.3, without triggering its liability.

9. TERM AND TERMINATION

9.1. Term. The Agreement shall come to be effective as of (i) the date of execution of the purchase order or (ii) the date of the online subscription by the Customer, for an initial subscription term (the “Term”) or as of the date the initial access to the Services is created (the “Effective Date”) indicated in the purchase order. No subscription either made online or through a purchase order may be canceled once the access rights to the Services have been opened.

9.2. Renewal and termination for cause. Unless otherwise provided for in the purchase order or during the online subscription, the Term will automatically renew for successive twelve (12) month periods (each a “Renewed Period”) unless either Party provides written notice of termination at least thirty (30) days before the end of the Term or Renewed Period (as applicable).

9.3. Termination for breach. For the avoidance of doubt, the Parties hereby agree that under applicable law, « termination » shall mean « résiliation » where there is no retroactive effect and there is no restitution under applicable law. Either party may terminate this Agreement if the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) days after the receipt of a written notice to cure it. The Customer's obligations referred to in this Section are: (i) complying with the Provider’s intellectual property rights and if applicable, the number of Users authorized as set out in the purchase order; (ii) payment obligations; (iii) confidentiality obligations. 

9.4. Post-termination obligations. Upon termination or expiration of the Agreement for any reason whatsoever, Customer shall immediately cease to access and use the Solution, it is agreed that it will no longer be accessible by the Users, and shall delete all information, including the Provider's Confidential Information. Subject to receiving’s Customer’s written request by registered letter with receipt acknowledgment no later than fifteen (15) days before the last day of the Agreement, Provider shall return Data in a standard format (JSON, CSV etc.) at no additional fees to Customer, being specified that any request for assistance from the Customer other than the above shall be considered as a Professional Service. Failure to notify within this period will result in the Data being deleted within thirty (30) days of the effective date of termination of the Agreement. 

9.5. Survival. The Parties agree that the following provisions will survive the Agreement’s termination for any reason: Section “Warranty”, Section “Liability and Insurance”, Section “Intellectual Property Rights”, Section “Confidentiality” and “Applicable Law and Jurisdiction”.

10. WARRANTY

10.1. Conformity warranty. When subscribing to the Advanced, Expert  or Enterprise model, the Provider represents and warrants that the Services will comply with the description of the features of the subscribed model, as listed on the Provider’s website for five (5) days after the Service is made available to Customer. In the event of justified non-compliance identified by the Customer and notified to the Provider within this period, the Provider undertakes to use its best efforts to correct the defects and may, if such non-compliance cannot be corrected within fifteen (15) days of their notification, refund the Customer a prorated portion of the Recurring Fees already paid.

10.2. Customer’s warranties. Customer represents and warrants that (i) it complies and will comply at all times with any law applicable regarding the use of the Services, (ii) it will use the Services under the Documentation and the terms of the Agreement, (iii) the elements provided by the Customer to the Provider, uploaded or used in conjunction with the Services do not infringe any intellectual property or other right of a third party. The Customer shall indemnify and hold the Provider harmless of any losses that the Provider could incur due to the Customer’s, the Customer’s affiliates, their Users or contractor's breach of the above.

10.3. Competition laws compliance. To comply with competition laws regarding in particular vertically integrated companies, the Provider will implement certain technical measures to limit the disclosure of competitively sensitive data, such as restriction of accesses and a process for authorizing Users and selecting the information accessible to each category of User. When signing the agreement and subsequently when any update of these measures is brought to its attention, the Customer must verify that these measures are adequate and sufficient to comply with any competition law, regulation, rule or guideline that applies to the Customer (the “Competition Rules”). If the Customer considers that the measures available are inadequate, or insufficient or if Competition Rules evolve, the Customer shall provide to the Provider guidance to enable the Provider to review the measures implemented, and in particular any information relating to changes to Competition Rules. Any request to update measures other than those strictly necessary under applicable law to all the Oris customer base will be analyzed as Professional Services and subject to a specific purchase order and statement of work. The Customer represents and warrants that it will make Users aware of the Competition Rules and that the Users will not disclose any competitively sensitive data obtained through the Services to other divisions/third parties, in particular to divisions of a vertically integrated company that competes with the Customer, through which Users may obtain competitively sensitive information. The Customer shall indemnify and hold the Provider harmless of any losses that the Provider could incur due to the Customer’s, Customer’s affiliates, their Users or contractor's breach of the above. 

10.4. Disclaimer. Except as explicitly provided in this Section, the Services are provided “as is” and Provider expressly disclaims any warranties, representations and statements, either express, implied, statutory, or otherwise with respect thereto, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, or the continuous, uninterrupted, error-free, virus-free, or secure access to or operation of the Services. No oral or written information or advice provided by the Provider shall create a warranty or in any way increase the scope of the warranties set forth in this Agreement. Provider expressly disclaims any warranty as to the accuracy or completeness of any information or data accessed or used in connection with the Services. The Provider shall in no event be liable for the accuracy of the information provided through the use of the Services (e.g. material availability, quantity, average price, etc.) and for any decisions made by the Customer based on the use of the Services.

11. LIABILITY 

11.1. The Customer shall be liable for the compliance of its Users with all its obligations that apply to Users provided for in the Agreement. 

11.2. No limitation. Nothing in this Agreement shall limit a party’s liability for death or personal injury or for any other liability that cannot be excluded such as gross or willful misconduct, fraud or fraudulent misrepresentation. The Customer is solely responsible for the IT infrastructure and communication services required on the Customer's side to be able to use the Service via the Internet. In particular, the Customer shall ensure that it has a sufficient Internet connection and uses common devices and current browser versions.

11.3. Types of damages. Each Party’s liability is limited to proven and demonstrated breaches of a material obligation provided herein and will only be incurred for the consequences of direct losses. Neither party will be liable to the other party for the indirect loss or damage, whether arising in contract, breach of statutory duty, torts (if permitted under applicable law) or otherwise such as: (i) loss of profits; (ii) loss of business; (iii) loss of revenue; (iv) loss of anticipated saving; (v) loss of data (in each case whether direct or indirect); (vi) any harm relating to image or reputation; (vii) breach of intellectual property rights or (viii) the absence of the anticipated results and actions by third Parties. These exclusions apply even if the other Party was duly informed of the risk of the occurrence of such losses.

11.4. Liability exclusions. Provider’s liability cannot be triggered (i) in the event of unavailability, interruptions or slowdowns of the Services or errors and viruses preventing access to and use of the Services other than under the conditions provided for in Section “Maintenance” or (ii) for any damage suffered by the Customer, a User or by a third party resulting directly or indirectly from non-compliance by the Customer, a User or a third party with any of their obligations, non-compliant use of the Services, use for purposes other than those known, or negligence. 

11.5. Liability cap. Subject to applicable law, Provider’s liability arising out of or related to this Agreement, regardless of the forum and regardless of whether any action or claim is based on contract, torts, breach of statutory duty or otherwise, shall not exceed an amount equal to 50% of the total amount paid by the Customer to the Provider under the Agreement during the twelve (12) months immediately preceding the date on which the claim arose. 

12. RIGHT OF USE AND INTELLECTUAL PROPERTY

12.1. Provider’s intellectual property. Intellectual property rights and copyrights works existing in the Services, the Solution, databases, web pages, texts, graphics, design contributions, related knowledge or processes, and any update, upgrade, modification, enhancement or derivative works of the foregoing, regardless whether or not solely created by Provider or jointly with third parties, shall belong to Provider or, as applicable, its licensors. All rights not expressly granted to Customer herein are reserved to Provider or, as applicable, its licensors.

12.2. Right to use the Services. The Provider grants the Customer, for the Term or Renewal Term, a right of access the Services by Users, on a global, royalty-free, personal, non-transferable and exclusive basis. Customer shall use the Services for its own business purposes and is strictly prohibited from any other use, in particular, any rental, adaptation, modification, translation, arrangement, distribution, resell, decompilation or making the Services available to a third-party, performing a material extraction, qualitatively or quantitatively, of the database, without this list being exhaustive. Customers and Users will not export, extract, or otherwise scrape the Solution’s data, without obtaining Provider’s prior written authorization.

12.3. Customer’s intellectual property. The Customer remains the owner of the elements provided to the Provider for the provision of the Services (graphic items, logos, trademarks, copyrighted published content) and for which it grants a license to the Provider for the purposes hereof. Notwithstanding the above, the Provider may use the information and data, such as the products’ technical datasheets that the Customer makes available and uploads on the Solution to update information on the Customer, its products, and sites accessible by other clients of the Provider. Also, the Customer authorizes the Provider to scrape data from the Customer’s public website to offer the most up-to-date information on the Solution. 

12.4. Suspected breach. Provider may limit, delete or suspend the provision of the Services or even terminate the Agreement in the conditions set out in Section “Termination” if Provider has reasons to suspect a breach of the obligations stated in this Section by the Customer.

13. COLLABORATION

13.1. The Parties agree to closely collaborate, with loyalty, for the efficiency of their relationship. To this end, the Parties shall define together the deadlines for the performance of the Services in the purchase order. 

13.2. In particular, the Customer undertakes, within a timeframe compatible with the agreed schedule, (i) to provide and/or communicate all the information and data in the requested formats and, where applicable, the accesses necessary to enable the Provider to perform Services and (ii) to review and/or approve the elements and/or deliverables provided by the Provider. 

14. PERSONAL DATA

14.1. Each of the Parties mutually undertakes to comply with the regulations in force regarding personal data. For the purposes of this Section, the terms "Personal Data", "Processing", "Data Controller" and "Processor" have the meaning given to them by the European Data Protection Regulation (“GDPR”).

14.2. Under this Agreement, the Customer acts as Data Controller, and as such, in accordance with its instructions, the Provider acts as a Processor in charge of the performance of the Services and is required to process personal data on behalf of the Customer. The Provider undertakes to process the personal data entrusted by the Customer in accordance with documented instructions and the provisions provided in the “Data Processing Agreement”, available online.

14.3. Provider shall collect log data regarding the accesses of the Customer and its Users in order to be able to verify compliance with the terms of the Agreement. If Provider has reasonable doubt that the Customer comply with the Agreement, Customer will provide Provider with information and answer Provider’s question on the scope of its use of the Services and the Solution.

15. CONFIDENTIALITY

15.1. Each Party agrees to consider as confidential any information, whatever its nature and its form, communicated by the other Party under any form, either during the negotiation phase or for the entire duration of the Agreement, whether or not identified as confidential (the "Confidential Information").

15.2. Each Party undertakes: (i) not to use the confidential information of the other Party, for any reason whatsoever, save while performing the rights and obligations resulting from the present Agreement; (ii) not to disclose the confidential information of the other Party to anyone, by any means, except to the Partners, their staff, affiliates or to their subcontractors or service providers that need to have access to this Confidential Information for the purposes hereof, should they require such information for the purpose of executing the Consulting Services and subject to their being bound by obligations of confidentiality at least as binding as the obligations herein, or in case of request by any police, judicial or administrative authority; (iii) to ensure that its staff, its subcontractors, services providers and their staff together with any third-party entities or legal persons, are aware of the confidential nature of the information communicated by the other Party, and to accept liability for any disclosure made by the latter; (iv) to apply any minimum protective measures it would apply in order to protect its own confidential information.

15.3. However, the following shall not be treated as confidential by the Parties: (i) any information already in possession of the other Party at the date of its communication, provided that the said Party can substantiate the prior personal possession thereof without breaching an obligation of confidentiality; (ii) any information known to the public at the date of executing the Agreement, or to be subsequently made available to the public, except where the Party benefiting from such information has originated the publication thereof; (iii) any information disclosed by a third party entitled to communicate it; or (iv) any information required to be disclosed by law or an administrative or judicial decision.

15.4. Notwithstanding the above, the Customer is informed that the Provider may have to disclose Confidential Information that would be legitimately required by or with authorization of a judicial or administrative authority, without the Provider being liable for such disclosure.

15.5. Such obligations shall remain in force for five (5) years from the date of termination of the Agreement, whatever the reason for the termination.

16. ETHICS AND BUSINESS CONDUCT

16.1. ORIS has adopted a “Code of Business Conduct” introducing specific provisions about business ethics which describes the minimum requirements that third parties must meet in terms of integrity and professional conduct in their relationship any company of the group. The latest version of this Code of Business Conduct is available on its website at the following address: https://www.oris-connect.com/oris-code-of-conduct 

16.2. ORIS may revise this Code of Business Conduct from time to time by amending the website pages where it is set out. The Customer shall check the website from time to time to take notice of any changes that ORIS has made to its Code of Business Conduct.

16.3. The Customer hereby declares that it has read and understood this Code of Business Conduct and that it conducts its business, alongside its corporate strategy, under conditions compatible with the principles set out in this Code. The Customer may impose its own standards of business conduct rules on its subcontractors. In this case, the Customer expressly warrants that its own standards of business conduct rules are equivalent or exceed the ORIS’ Code of Business Conduct. 

16.4. The Customer further represents and warrants that it and its employees comply currently, and shall continue to comply for the duration of this Agreement, with the ORIS’s Code of Business Conduct and undertakes to require its subcontractors to comply with the principles set out in this document for the duration of the Agreement. The Customer shall make its best efforts to provide access to relevant documentation at the Provider’s reasonable request to demonstrate its subcontractors’ compliance with these principles.

16.5. To ensure compliance with these principles by the Customer, the latter hereby agrees to participate in an assessment of its practices within the limit of one assessment per year, at the Provider’s expense and with prior notice of 10 working days. The Customer shall cooperate with the Provider regarding this assessment on enforcement of the ORIS’ Code of Business Conduct.

16.6. If the assessment does not achieve the required level, the Customer must implement a corrective action plan, which shall form the subject of an evaluation by the Provider. the Provider reserves the right to terminate the Agreement if the Customer has knowingly and repeatedly breached this Code of Conduct, and/or has refused to implement the improvement plans.

17. MISCELLANEOUS

17.1. Commercial reference. Provider is expressly authorized by the Customer to use and/or reproduce the identification elements of the Customer (e.g. logo, trademarks) and/or of the group to which it belongs, as a commercial reference on any medium or on any occasion for marketing, commercial or advertising purposes. For any other communication (e.g. press release), the communication project will be submitted prior to its diffusion to the Customer's written agreement.

17.2. Assignment and subcontracting. The Agreement may not be assigned in whole or in part, whether for payment or free of charge, by either Party without the prior written consent of the other Party, including in case of direct or indirect change of control as defined in applicable law. However, the Customer hereby authorizes the Provider to assign the Agreement or any right or obligation arising from it to any company or other legal entity which directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Provider (the “Affiliate”) or to any company or legal entity, in particular in the context of a merger, assignment, transfer/assignment of a business, or partial contribution of assets, with the exception of any entity that is a direct competitor of the Customer or with which the Customer is in dispute. The Parties agree that the Provider can subcontract all or part of the Services to any of its Affiliates, regardless of their location and to the entities listed in the Data Processing Agreement.

17.3. Force majeure. Neither party will be liable for, or be considered to be in breach of or default under the Agreement on account of, any delay or failure to perform as required by the Agreement as a result of any that qualifies as a force majeure as defined under applicable law, such as fire, flood, earthquake, elements of nature, riots, strikes, or any other cause beyond the reasonable control of such Party, it being agreed that a temporary impediment caused by a force majeure event is an impediment that lasts for a period of thirty (30) days from the appearance of the event generated the force majeure. Beyond this period, the impediment will be considered as definitive according to the applicable law and the Agreement can be automatically terminated. 

17.4. Contractual contingency. The parties expressly exclude the application of any provision under the applicable law allowing the Customer to obtain directly or by court order the performance by a third party at the Provider’s cost, a refund or the reduction of the price payable.

17.5. Entire agreement. The Agreement constitutes the entire agreement between the Parties. It supersedes all prior negotiations, statements, representations or agreements, whether written or oral, relating to its subject matter between the Parties. In the event of any contradiction between documents, it is expressly agreed between the Parties that the specific provisions and purchase orders shall prevail over the general provisions.

17.6. Non-waiver. Unless expressly provided otherwise, any failure by any party to this Agreement to enforce at any time any term or condition under this Agreement will not be considered a waiver of that party’s right thereafter to enforce each and every term and condition of this Agreement.

17.7. Updated. The Provider may change and update certain schedules with reasonable notice. Notice will be given to the Customer by e-mail.

17.8. Nullity. The nullity, unenforceability or, more generally, the lack of effect of any of the provisions of the Agreement shall not affect the remainder of the Agreement and the Agreement shall be performed as if such provision had never existed, provided, however, that this shall not compromise the existence or balance of the Agreement and that the provision in question has not been a determining condition of a Party's consent. In addition, the Parties agree to replace, to the extent possible, any ineffective stipulation with a valid stipulation having the same effect and reflecting, as much as possible, their initial will.

17.9. Validity of electronic evidence. Documents and information exchanged between the Parties in electronic form shall be considered as evidence, provided that the person from whom they originate can be duly identified and that they are drawn up and stored in reasonable security conditions to ensure their integrity in accordance with applicable law. The parties agree to inform their employees of the validity of such proof of communications.

17.10. Applicable law and jurisdiction. The Agreement is governed by French law. The Parties shall make their best efforts to settle amicably any dispute arising from its performance or interpretation. Failing amicable settlement between the Parties expressed by the execution of a transactional agreement within thirty (30) days following the notification by one of the Parties of the dispute describing the dispute and referring to this provision, the dispute shall be brought before the competent Courts within the jurisdiction of the Commercial Court of Nanterre (France), notwithstanding a plurality of defendants or introduction of third parties, even where interim or protective measures are ordered by ways of injunctive proceedings.