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MAILSOAR

GENERAL TERMS AND CONDITIONS OF SALE

The present General Terms and Conditions of Sale form an integral part of the Contract concluded between the company MAILSOAR, a limited liability company (with a single shareholder), with a capital of 10,000 euros, registered within the Lyon Trade and Companies Register under number RCS 884 139 544, whose registered office is located at 558 Chemin du Panorama, 69300, Caluire-et-Cuire, France (hereinafter the “Service Provider” or the Company “MAILSOAR”, SIRET number 884 139 544 00016 / intra-community VAT number : FR10884139544) and the Customer (hereinafter the “Customer” – and together with MAILSOAR the “Parties” or individually a “Party”).

The Company MAILSOAR specializes in assisting, advising and supporting its Customers in the IT Area, and more specifically in the field of deliverability of the Emailing Campaigns carried out by its Customers.

The Customer has had access to all the information he deems necessary, in particular relating to the Services provided by the Company MAILSOAR. The Customer is solely responsible for the suitability of the Services offered by the Company MAILSOAR to his needs. In any cases, the Customer declares and acknowledges that the Services proposed by the Company MAILSOAR correspond and are in adequacy with its needs and expectations.

These General Terms and Conditions of Sale apply for the duration of the Contract (as defined below). 

1. Contractual documents

The “Contract” refers to and is made up of the following documents in descending hierarchical order :

  • The Quotation (or Commercial Proposal) issued by MAILSOAR and signed by the Customer ;
  • These General Terms and Conditions of the Company MAILSOAR ;
  • Where applicable, any other document which the Parties have expressly agreed in writing forms as an integral part of the Contract (by way of example, but without this list being exhaustive, any specific price schedule or timetable for the provision of Services). 

The documents listed above constitute the entire agreement between the Parties (i.e, the Contract) with respect to the subject matter of the Contract, and supersede and cancel all prior representations, negotiations, undertakings, oral or written communications, acceptances and agreements between the Parties with respect to the same subject matter.

The Contract takes precedence over any other document and, in particular, over the Customer’s documents, including its conditions of purchase. 

The Contract may only be modified by means of a written amendment signed between the Parties by a duly authorized representative, except in the cases expressly referred to in Article 13.4 of these General Terms and Conditions of Sale. 

A reference to a document, standard, legislative provision, code or any other document implies any modification or updating of this document, standard, legislative provision or code. 

2. Definitions

For the purposes of these General Terms and Conditions of Sale, all terms beginning with a capital letter (whether singular or plural) and appearing in these General Terms and Conditions of Sale, and more generally in the Contract, when not defined in the body of these General Terms and Conditions of Sale, have the following definition: 

“Customer(s)” refers to one (or, if applicable, several) Customer(s) of MAILSOAR. A Customer is an individual or a legal entity that has signed a Contract with MAILSOAR for the purposes of its business.

“Data” refers to any type of data and/or information, of any nature whatsoever, which is transmitted and/or communicated, by any means whatsoever and/or to which one of the Parties gives access to the other Party, on any support whatsoever, within the framework of the Contract for the purposes of carrying out the Services.

‘Emailing Campaign(s)’ refers to the emailing campaigns carried out by the Customer.

“General Terms and Conditions of Sale” refers to the present general terms and conditions of sale.

“Infrastructure” refers to the software used by the Customer for the purposes of its Emailing Campaigns.

“MAILSOAR” or “Service Provider” refers to the company MAILSOAR, a limited liability company (with a single shareholder), with a capital of 10,000 euros, registered within the Lyon Trade and Companies Register under number RCS 884 139 544, whose registered office is located at 558 Chemin du Panorama, 69300, Caluire-et-Cuire, France.

“Partner(s)” means any partner or service provider of MAILSOAR involved in the Contract in any way whatsoever, in particular for technical and/or operational purposes, alongside MAILSOAR.

“Quotation” (or ‘Commercial Proposal’) means the quotation or commercial proposal sent by MAILSOAR to the Customer, at the Customer’s request, relating to the Services covered by the Contract.

“Service(s)” refers to all services provided by MAILSOAR under the Contract.

“Third Party” means any person other than the Service Provider and/or the Customer.

3. Purpose of the Contract

The purpose of these General Terms and Conditions of Sale is to define the rights and obligations of the Parties under the Contract, as well as the terms and conditions of performance of the Contract.

4. Limitation

4.1 The Customer declares and acknowledges that the Quotation or the Commercial Proposal has been sent to it by MAILSOAR at its request and that the Services referred to therein according to, if applicable, the price agreed and for the duration indicated, correspond to the one(s) selected by the Customer after having been presented those Services by MAILSOAR and having spoken with MAILSOAR.

The Customer acknowledges having been informed of the Contract in its entirety prior to signing it, and in particular these General Terms and Conditions of Sale.

Signing the Quotation or Sales Proposal implies full and unreserved acceptance of these General Terms and Conditions of Sale by the Customer. 

4.2 The Customer signs the Contract via an electronic procedure set up by MAILSOAR or remotely by exchanging e-mails. In this respect, the Parties acknowledge that all documents exchanged between them and signed by electronic means or by exchange of e-mails shall be deemed authentic between them, in the same way as paper copies signed and exchanged by hand.

The Parties acknowledge that the technical process of electronic signature implemented makes it possible to guarantee and constitute proof of: (i) the identification of the signatory of the document, (ii) the preservation of the integrity of its contents, (iii) the preservation of the confidentiality of the Data and contents and (iv) the timestamping of the dispatch and receipt.

The Parties expressly waive their right to contest the admissibility, validity and probative value of the electronic signature. They also acknowledge that documents signed electronically will be admitted as originals before the courts and will constitute proof of the contents they contain, which proof will be admissible, valid and enforceable between the Parties, in the same way, under the same conditions and with the same probative force as a document bearing a handwritten signature, in accordance with articles 1366 to 1368 of the French Civil Code.

The electronic signature certificate is available to the Parties upon written request by the Customer.

The Parties may also sign the Contract on paper.

4.3 The Customer accepts and acknowledges that MAILSOAR has the right to refuse to allow the Customer to benefit from the Service(s) covered by the signed Contract, in particular in the event that MAILSOAR has reasonable and/or legitimate doubts as to the accuracy and/or veracity of the information communicated by the Customer as part of its subscription to the Service(s) and in particular with regard to its identity and/or its rights to the Data covered by the Contract. In such an event, MAILSOAR may terminate the Contract in accordance with the terms and conditions of Article 9 of these General Terms and Conditions of Sale.

4.4 In the event that the Customer wishes to benefit from Services provided by MAILSOAR for several companies (or entities which may be affiliated to it), the Customer shall enter into a Contract with MAILSOAR for each company (or entity) concerned.

5. Services provided by Mailsoar

MAILSOAR essentially provides its customers with Services of assistance, advice and support in implementing and improving the deliverability of their Emailing Campaigns. 

MAILSOAR does not grant to the Customer any guarantee other than those eventually set forth in these General Terms and Conditions. 

In any event, it is expressly agreed between the Parties, and accepted by the Customer, that MAILSOAR is bound by a general obligation of means in the context of the Service(s) it provides under the Contract.

Therefore, the Customer expressly accepts and acknowledges that MAILSOAR is not bound by any obligation of result in respect of the Customer, in particular, but not exclusively, in relation to the deliverability of its Emailing Campaigns, or the achievement of its marketing or sales objectives.

THE CUSTOMER ACCEPTS AND ACKNOWLEDGES THAT THE SERVICES PROVIDED BY MAILSOAR CONSIST ESSENTIALLY OF SUPPORT AND ADVICE TO THE CUSTOMER IN IMPROVING THE DELIVERABILITY OF HIS EMAILING CAMPAIGNS.

The Customer accepts and acknowledges that MAILSOAR cannot guarantee the deliverability of the Emailing Campaigns carried out by the Customer. 

MAILSOAR does not carry out Emailing Campaigns in the name and/or on behalf of its Customers.

The Customer is responsible at its own expense for acquiring and obtaining all necessary rights, licenses and agreements, of whatever nature, for the needs of its activity. MAILSOAR does not provide and/or make available to the Customer, in any way whatsoever, any tangible (material) or intangible (immaterial) means.

6. Cost of delivery services and payment

6.1. Liminary

The cost of each Service selected by the Customer is indicated on the Quotation (or the Commercial Proposal) sent by MAILSOAR at the Customer’s request; it may be an hourly rate or a monthly package. The cost of the Services is indicated in euros before tax and are payable in euros.

6.2 Terms of payment

The Customer undertakes to pay the cost of the Services to which it has subscribed to MAILSOAR either by bank transfer, direct debit or credit card, on receipt of the corresponding invoice and at the latest within fifteen (15) working days following receipt of each invoice. Invoices are sent, for the first, at the beginning of MAILSOAR’s mission, then and in any case, at the beginning of the month, payment in advance to be made by the Customer.

Each invoice mentions the cost of the Services in euros, tax not included, but including the Value Added Tax (VAT) legally applicable on the day the invoice is issued, or where applicable, the exemption from which the Customer benefits. 

If a direct debit has been set up between the Parties, this direct debit will take place at the beginning of each month, in arrears. All costs relating to payment by the Customer (or refusal of payment / direct debit) shall be borne by the Customer. In this respect, the Customer undertakes to ensure that his bank account has sufficient funds. If, pursuant to this Contract, a transaction is refused for any reason whatsoever, the Customer agrees to reimburse MAILSOAR for any charges that may be invoiced to MAILSOAR, as well as any charges related to the refused payment.

MAILSOAR draws the Customer’s attention to the fact that in the event of a payment incident (whatever its cause and/or origin which would not be attributable to MAILSOAR and which would result in the non-receipt by MAILSOAR of a sum due under the Contract), MAILSOAR will be entitled to suspend the Service(s) to which the Customer has subscribed under the Contract without the Customer being able to invoke any prejudice whatsoever against MAILSOAR.

MAILSOAR also draws the Customer’s attention to the fact that suspension of the Services is not equivalent to termination of the Contract, as referred to in Article 9 of these General Terms and Conditions of Sale.

6.3 Invoicing and late payment penalties

Invoices issued by MAILSOAR will be dematerialized and sent by e-mails to the Customer, either by MAILSOAR or by a Partner of MAILSOAR. Invoices will be archived by MAILSOAR in accordance with current regulations. 

Unless expressly authorized by MAILSOAR, under no circumstances shall the amounts due be subject to any reduction, whether by compensation, counterclaim, adjustment or other intervention. 

The Parties expressly agree that the electronic invoice(s) issued under the Contract shall take the place of the original invoice(s) in accordance with Article 289 of the French General Tax Code. The Customer expressly waives the right to contest the validity of electronically signed invoices issued in application of the Contract and these General Terms and Conditions of Sale by the sole fact that such invoices have been issued and transmitted electronically. 

The Customer may at any time request that MAILSOAR send him a paper invoice detailing the monthly instalments paid and those to come under the Contract.

In accordance with the provisions of article L.441-10 of the French Commercial Code, in the event of late and/or non-payment, MAILSOAR may charge the Customer late payment penalties set a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, applicable to all sums due from the first day of delay until full payment. A fixed penalty of forty (40) eros will also be payable.

7. Material / immaterial means provided by Mailsoar

MAILSOAR does not provide the Customer with any material or immaterial means other than those eventually mentioned in the description of each of the Services it offers and to which the Customer has subscribed.

In particular, MAILSOAR does not provide and/or make available to the Customer any telephone installation, terminal equipment, software, or even a computer for the execution of its Emailing Campaigns. In this respect, the Customer undertakes to the Service Provider to have, at least for the duration of the Contract, all the material and immaterial means necessary for the proper execution and implementation of its Emailing Campaigns. 

All costs of telephone connections and Internet access, or of software or Infrastructure(s) of any kind whatsoever, shall be borne by the Customer.

8. Customer cooperation and guarantees

The Customer undertakes to cooperate actively with MAILSOAR in the proper performance of the Contract, including by allocating the necessary human and technical resources and by responding as quickly as possible to any questions of any kind submitted to it by the Service Provider. The Customer further undertakes to provide the Service Provider, as soon as possible, with any information requested by MAILSOAR in connection with the Contract.

The Parties undertake in any event to always act in good faith and to be transparent with each other, and to take all necessary steps (except where unreasonable or disproportionate) to ensure the proper performance of the Contract.

The Customer further expressly agrees that, in the event that (i) a meeting is, in the execution of the Contract, scheduled with MAILSOAR (in person and/or remotely) and (ii) the Customer fails to give MAILSOAR at least forty-eight (48) hours’ notice of its unavailability to participate in such meeting, MAILSOAR may charge the Customer a flat-rate penalty of two hundred and fifty euros (€250) for each meeting not cancelled or postponed in accordance with the terms of this paragraph.

The Customer guarantees and warrants to MAILSOAR that it is aware of and complies with all applicable laws and regulations regarding the collection and processing of Third Party Data, in particular with respect to any Third Party Data that the Customer transmits and/or communicates and/or provides access to, in any manner whatsoever and on any support whatsoever, to the Service Provider in connection with the Services. In particular, the Customer guarantees MAILSOAR against any claim, of whatever nature, which would be formulated by a Third Party against MAILSOAR as for the Data which the Customer would have transmitted and/or communicated and/or to which it would have given access to MAILSOAR for the performance of the Services and in a more general way, within the framework of the Contract.

In addition, the Customer undertakes always to declare to MAILSOAR any anomaly, of any nature whatsoever, which may occur during the term of the Contract in the context of an Emailing Campaign, in order to enable MAILSOAR to provide the best possible support.

9. Termination of the Contract

9.1 MAILSOAR may terminate the Contract at any time in the following cases:

  • MAILSOAR has reasonable and/or legitimate doubts as to the accuracy and/or truthfulness of the information communicated by the Customer as part of its registration, particularly with regard to its identity and/or its rights to the Data which is the subject of the Contract (Article 4 of these General Terms and Conditions of Sale);
  • The Customer fails to comply with and/or repeatedly breaches its obligations to cooperate (Article 8 of these General Terms and Conditions of Sale);
  • The information and content and more generally the Data of any nature whatsoever communicated by the Customer and/or to which the Customer gives MAILSOAR access are by their nature, purpose and/or scope, immoral, contrary to morality, the law or regulations in force and/or public order;

For the purposes of these terms and conditions, MAILSOAR considers immoral and/or contrary to public decency to include information and content of any kind that is threatening, abusive, hateful, racist, homophobic, counterfeit, false, pornographic, violent, offensive, indecent, obscene, aggressive or defamatory. This list is not exhaustive. 

  • The Customer infringes, in any way whatsoever, the rights of any nature whatsoever, of MAILSOAR, a Partner and/or a Third Party;
  • The Customer uses; by any means whatsoever, the Services provided by MAILSOAR, for immoral purposes, contrary to good morals, public order, the law and/or the general economy of the Contract;
  • The Customer fails to pay in full an invoice issued by MAILSOAR under the Contract and/or a direct debit set up under the Contract is the subject of an incident;
  • The Customer does not have or no longer has the skills necessary and specific to the execution of the Contract, either because he manifests systematic opposition to the advice given by MAILSOAR, or because he refuses to follow and/or provide the instructions and/or information, of any nature whatsoever, necessary for the execution of the Contract;
  • MAILSOAR becomes aware of any act of piracy, fraud or non-compliance with ethical, legal or moral rules, attributable to the Customer;
  • The Customer is the subject of legal proceedings (and in particular criminal proceedings) by judicial and/or administrative authorities in connection with its activity;
  • The Customer does not have full and complete ownership and/or all the necessary rights and/or authorizations, whatever their nature, and in particular, but not limited to, administrative, conventional, legal and/or regulatory with regard to the information and/or Data, of whatever nature, which it transmits and/or communicates and/or to which it gives access to MAILSOAR for the proper performance of the Services;
  • The Customer is the subject of insolvency proceedings within the meaning of Book VI of the French Commercial Code;

The termination of the Contract by MAILSOAR for any of the above-mentioned reasons may result solely from the Customer’s total or partial non-performance or breach of any of the above-mentioned obligations.

In such a case, MAILSOAR will send the Customer, by registered letter with acknowledgement of receipt, a Notice of Termination stating the reasons which have led MAILSOAR to terminate the Contract. Termination will be deemed effective on the first day following receipt of the notification by the Customer. Should the Customer fail to receive this notification, termination will take effect on the date of presentation of the Registered Letter with Acknowledgement of Receipt. If the Customer is located abroad, Notice of Termination may be sent by e-mail. 

The Customer whose Contract is the subject of such termination, for one of the above-mentioned reasons, must pay to MAILSOAR the totality of the sums remaining due to MAILSOAR under the Contract and for the remaining duration of the Contract.

9.2 In addition, it is expressly agreed and accepted between the Parties that, except for the cases mentioned in Article 9.1 of these General Terms and Conditions, when the Contract is for a fixed term, it can only be terminated for justified cause by Registered Letter with Acknowledgement of Receipt sent to the other Party and remaining without effect within fifteen (15) days following its receipt and, on the part of the Customer, only in the event of a particularly serious fault on the part of MAILSOAR.

Except in the event of termination of the Contract by the Customer due to a particularly serious fault on the part of MAILSOAR, the amounts due under the Contract are due to MAILSOAR until the term agreed between the Parties.

9.3 These stipulations do not prevent MAILSOAR from taking any legal action it deems necessary against the Customer, in order to obtain full compensation for all damages, of any nature whatsoever, which it has suffered and/or may suffer as a result of and/or in connection with, directly and/or indirectly, the Customer’s actions. MAILSOAR is free to exercise all legal actions at its disposal in order to obtain compensation for all damages, of any nature whatsoever, direct and/or indirect, that it would suffer or would have suffered as a result of any breach and/or non-performance by the Customer of any of the obligations stipulated in the Contract and/or as a result of any act by the Customer which would be contrary to morality, the law or public order which would have been carried out by the Customer within the framework of the Contract and/or via its use of the Services offered by MAILSOAR.

10. Force majeure

Neither of the Parties may be held liable for non-performance of any of its contractual obligations due to the occurrence of a case of force majeure. In addition to those normally accepted by French courts, the following are cases of force majeure: strikes, supply shortages, fires, earthquakes, floods, wars, acts of terrorism or any other unforeseeable, irresistible and external element.

If the impediment is temporary, performance of the obligation is suspended unless the resulting delay justifies termination of the Contract. If the impediment is definitive, the Contract is terminated ipso jure and the Parties are released from their obligations under the conditions set out in articles 1351 and 1351-1 of the French Civil Code.

For the purposes of this Contract, the Parties accept and acknowledge that the Services may be performed remotely. Therefore, in the event that, due to an epidemic or pandemic, the government (or authority(ies)) of the French Republic (or that of the Customer) should take local or national measures intended in particular to restrict the freedom of movement of individuals due to an epidemic and/or pandemic in the territory where the premises of Société MAILSOAR or the Customer are located, the Contract may not be terminated for reasons of force majeure, as the essential part of the Services may be performed remotely.

In such a case, the Parties will decide to adapt the provision of the Services to the best of their ability.

11. Transfer of data and information

The Customer assures and guarantees to MAILSOAR that all the information and Data, whatever their nature and/or their support, which it would transmit and/or communicate to MAILSOAR and/or to which it would give him access within the framework of the Contract are valid, exact and sincere. 

The Customer assures and guarantees MAILSOAR that it has full and complete ownership and/or all necessary rights and/or authorizations, whatever their nature, and in particular, but not limited to, administrative, conventional, legal and/or regulatory as regards information and Data, which it would transmit and/or communicate and/or to which it would give access to MAILSOAR for the good realization of the Services as well as with, if necessary, their possible treatment by MAILSOAR for the needs for the Contract. Should this guarantee be modified or affected in any way whatsoever during the performance of the Contract, the Customer must inform MAILSOAR as soon as possible, in writing, at the following e-mail address: pierre@mailsoar.com.

In any event, the Customer assures and warrants to MAILSOAR that it is aware of and complies with the applicable regulations regarding the collection and processing of Third Party Data and/or Personal Data within the meaning of the General Data Protection Regulation n°2016/679, in particular as regards the Third Party Data and/or Personal Data that it would transmit and/or communicate and/or to which it would give access to the Service Provider within the framework of the Services. 

The Customer guarantees MAILSOAR against any claim, of any nature whatsoever, which would be formulated by a Third Party against MAILSOAR as for the Data that the Customer would transmit and/or communicate and/or to which it would give access to MAILSOAR within the framework of the Contract.

The Customer is solely responsible for the Data which it communicates to MAILSOAR and/or to which it gives access to MAILSOAR.

Any breach by the Customer of any of the above-mentioned undertakings may result in the termination of the Contract in accordance with the terms and conditions of Article 9.1 of these Terms and Conditions of Sales.

Under no circumstances shall the transfer or access given by the Customer to MAILSOAR with respect to the Data be deemed and/or construed as a transfer of rights, of any nature whatsoever, from the Customer to MAILSOAR with respect to the Data concerned. MAILSOAR accepts and acknowledges that it does not hold any rights to the Data, other than those which may have been granted to it by the Customer, for the sole purpose of carrying out the Services covered by the Contract. In this respect, MAILSOAR firmly and irrevocably undertakes to use the Data and information communicated by the Customer and/or to which it will be given access by the Customer solely for the purposes of carrying out the Services covered by the Contract. MAILSOAR firmly and irrevocably undertakes not to assign and/or transfer, free of charge and/or against payment, in whole or in part, the Data communicated to it and/or to which it is given access by the Customer within the framework of the Contract.

For the purposes of the present, it is recalled that:

  1. “personal data” means “any information relating to an identified or identifiable natural person”; “an ‘identifiable natural person’ is one who can be identified, directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, location data, an online identifier, or to one or more factors specific to his or her physical, physiological, genetic, mental, economic, cultural or social identity”; and that 
  2. “processing” of personal data can be defined as “any operation or set of operations which is performed upon personal data or sets of personal data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction”.

It is also reminded regarding Third Party and/or Personal Data that the Customer would transmit and/or communicate and/or to which he would give access to MAILSOAR that the MAILSOAR Company will, where applicable, be considered as a “processor” within the meaning of the RGPD and the Customer as the Data Processor. MAILSOAR does not process any Personal Data within the meaning of the RGPD. 

12. Confidentiality

12.1 Principle

All information exchanged between the Parties in connection with the performance of the Contract is and shall remain confidential throughout the term of the Contract and after its expiry and/or termination, for whatever reason, except for the proper performance of the Services to which the Customer has subscribed with MAILSOAR or the exercise of the respective rights of each of the Parties, in the event of a dispute between them.

In these circumstances, the Parties accept, acknowledge and guarantee to each other that all Confidential Information and/or exchanges that will be communicated and/or carried out and/or to which access will be given between them are and will remain covered by strict confidentiality. 

For the purposes of this Article:

“Recipient“: refers to the Party receiving the information.

“Discloser“: means the Party that communicates the information. 

“Confidential Information“: means Data and/or information which is owned or possessed by either Party, which is not in the public domain, or which has not yet been disclosed in tangible or intangible form, regardless of the manner and circumstances of its disclosure, including without limitation the following information:

  1. information, inventions, designs, processes, procedures, formulas, improvements, technologies or methods ;
  2. samples, reports, data, know-how, works in progress, models, drawings/plans, photos, development tools, specifications, software, source codes, object codes, flow charts and databases; 
  3. marketing strategies, plans, documentation and financial information or projections, operations, sales estimates, business plans and performance results relating to the past, present or future commercial activity of either Party and its related entities or subsidiaries; 
  4. trade secrets; plans relating to products or services and lists of customers or suppliers. 

“Party” means either the Recipient or the Discloser.

Each of the Parties undertakes to:

– not to disclose the Confidential Information, directly or indirectly, to any Third Party; 

– not to use the Confidential Information for any purpose other than in connection with the Contract; 

– not to exploit Confidential Information on its own behalf or through any intermediary in the context of a competing activity; 

– not to omit to inform its staff and collaborators of the confidential nature of the Confidential Information and of the obligations and precautions arising therefrom; 

This confidentiality undertaking shall continue for five (5) years from the end of the Contract, whatever the cause, nature or originating Party.

The Recipient shall return or destroy as soon as possible, and without this period exceeding one (1) month, all Confidential Information and copies thereof (reproduced or stored on any medium whatsoever), including all notes and documents derived from the Confidential Information communicated within the framework of the Contract, on (i) the date of termination of the Contract or (ii) any date on which the Discloser requests the Recipient to do so, whichever is the earlier, except in the event that such Confidential Information is required by either Party in connection with litigation between them.

12.2 Derogation

Notwithstanding the principle set out in Article 12.1 of these General Terms and Conditions, the Customer expressly authorizes MAILSOAR to use its image (logo, brand, name) for case studies and public reviews, including on its social networks. 

13. General stipulations

13.1 Subcontracting and transfer of contract

MAILSOAR is entitled to subcontract all or part of its obligations under this Contract to the Partner(s) of its choice for the performance of all or part of the Services and/or to transfer the performance of all or part of the Services covered by the Contract and/or the Contract to any entity affiliated to it or under its control within the meaning of Article L.233-3 of the French Commercial Code.

13.2 Assignment

The Contract is entered into in consideration of the person of the signing Customer and may not therefore be assigned and/or transferred by the Customer, whether free of charge or against payment, in whole or in part, to a Third Party without the prior written consent of MAILSOAR. Any assignment or transfer, whatever its name and/or scope, direct or indirect, total or partial, made in violation of the provisions of this Article shall be null and void.

13.3 notification / election of domicile

All notifications, formal notices and, in general, all correspondence of any nature whatsoever in connection with the interpretation, validity, performance and/or termination of the Contract must be sent by e-mail to the other Party at the e-mail addresses communicated when the Contract was signed, except in cases where it is expressly stated that registered letter with acknowledgement of receipt is required.

13.4 modification of terms and conditions 

The Customer accepts and acknowledges that the General Terms and Conditions of Sales are subject to change and may be modified unilaterally and at any time by MAILSOAR, in particular for the needs of the Services it provides to its Customers or in order to improve and/or complete the Services and/or to comply with current laws and regulations.

Each new version of the General Terms and Conditions of Sales will be sent to the Customer by e-mail. These new General Terms and Conditions of Sale will be deemed to have been received on the day following the sending of the said e-mail by MAILSOAR. If the Customer does not inform MAILSOAR in writing within one (1) month of receiving the new version of the General Terms and Conditions of Sales, the Customer will be deemed to have accepted the new version of the General Terms and Conditions of Sales, which will then apply from the date of acceptance.

The Customer accepts and acknowledges that should he/she refuse to accept the terms of the new General Terms and Conditions of Sales; the Contract may be terminated ipso jure by MAILSOAR in accordance with the terms and conditions set out in Article 9.1 of these General Terms and Conditions. 

13.5 non-waiver

The fact that either Party does not invoke a breach by the other Party of any of its obligations under the Contract shall not be construed as a waiver of the obligation in question.

13.6 partial invalidity

If one or more of the stipulations of the Contract is (or are) held to be illegal, null, void, inapplicable, invalid, null and void or considered to be so pursuant to a law, regulation or court decision which has become final, it (or they) shall be deemed to be unwritten, and the other stipulations shall remain in force.

In such a case, the Parties will do their utmost to replace in good faith the cancelled clause by a lawful stipulation with a similar purpose and effect.

13.7 titles

The titles of the articles of the Contract are for information purposes only and do not enable the content of the stipulations relating thereto to be interpreted under the Contract and/or these General Terms and Conditions of Sale. 

13.8 Independence of the parties

The Contract shall not create any relationship of dependence and/or subordination between the Parties. Neither Party shall be entitled to claim vis-à-vis Third Parties that it has the power to represent the other Party. Each of the Parties remains independent under the terms of the Contract.

13.9 Applicable law and jurisdiction

The Contract is governed by French law. 

ANY DISPUTE AND/OR LITIGATION RELATING TO THE VALIDITY, INTERPRETATION, EXECUTION AND/OR TERMINATION OF THE CONTRACT SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS LOCATED WITHIN MAILSOAR’S HEAD OFFICE (IN THIS CASE, THE CITY OF LYON – (69) FRANCE), NOTWITHSTANDING PLURALITY OF DEFENDANTS, INCIDENTAL CLAIMS, WARRANTY CLAIMS, EMERGENCY PROCEEDINGS, BY REFEREE OR BY PETITION.