PREAMBLE
These General Terms and Conditions apply to all services as well as to the complete or partial use of the information system made available by BLENT. They govern, in principle, the relationship between BLENT, its Clients and Third Parties, unless expressly waived in writing. They cancel and replace all verbal or written agreements that may have been concluded previously between the Parties in this respect. The Client, using the services of BLENT, acknowledges having read and accepted these General Terms and Conditions without reservation. These General Terms and Conditions of Sale apply to the subscription to or service provided by the companies of the BLENT group, namely Blent Sàrl (IDE CHE-266.622.127 - Route de Cojonnex 18, 1000 Lausanne, Switzerland) and Blent France SASU - Lyon B 840 461 008 - 4 rue de la République, 69001 Lyon, France) referred to hereinafter together as "BLENT".
DEFINITIONS
"BLENT": A service provider that designs, develops and sells innovative IT solutions/software/applications based on Big Data and Artificial Intelligence and provides support/consultancy to its clients. It is the sole owner of this product/brand.
"Contract": The subscription to BLENT by the Client
"Client": A natural or legal person operating a commercialised form and/or using a service developed by BLENT.
"The Parties": Common term used to refer to BLENT and the Client.
"Third party": All natural or legal persons who may be required to collaborate with BLENT and/or the Client.
"Services": All services developed and/or marketed by BLENT.
"Data": Information of any kind, including text, images, sound, video, etc., transmitted over the network and/or stored on a server.
"Information system" means any system used to create, send, receive, store or process data.
"Client data": All personal data relating to the Client.
"Data used and processed": All data used and processed by BLENT on behalf of the Client.
"Sensitive data": Sensitive data includes religious, philosophical, political or trade union opinions or activities, health, privacy or race, social welfare measures or criminal and administrative proceedings or sanctions (Article 3 letter c. of the Data Protection Act, DPA, Article 9 GDPR);
COMMENCEMENT, TERMINATION AND SUSPENSION OF SERVICES
Beginning and end.
The Client is deemed to be committed for the entire duration of the subscription from the date of signing the Contract. In the event that the Client withdraws before the end of the subscription period, the Client will be invoiced the full amount of the service as damages by BLENT. The flow of production and the acceptance of other contracts are determined on a daily basis according to the contracts previously signed.
Subscription, renewal and cancellation
The duration of the Contract is twelve (12) months from the date of commencement of service indicated on the Contract, without any possible termination by the Client during this period. At the end of this initial period, the subscription will be tacitly renewable from year to year. The Parties may then terminate the Contract by registered letter to the other Party, giving three (3) months' notice before each expiry date.
Suspension
If the Client does not pay their invoices after the first reminder, BLENT may immediately suspend the provision of its services without notice and without compensation.
TARIFFS, BILLING, SUPPORT AND CONDITIONS OF PAYMENT
General
The Client undertakes to pay the invoiced amount without discount on receipt of the invoice.
Tariffs
The applicable tariffs are those mentioned on the Contract and accepted by the Client. All tariffs are exclusive of VAT.
Billing Subscription:
- Set-up fee: The set-up fee is payable with the first invoice of the monthly package.
- Payment of a monthly fee: The amount of the Client's monthly fee is indicated on the Contract (including VAT).
- In the case of a consultancy assignment or a specific development: The Client shall pay BLENT the amounts due as follows: 50% on signing the Contract, 40% at the mid-term review, 10% in the final review
Maintenance and support
Technical maintenance
BLENT only undertakes the technical maintenance of the products, which it will endeavour to carry out outside office hours as far as possible, so as to offer the Client the greatest possible availability of the products, without however providing any guarantee of performance or availability of the products or the database.
Support
When the Contract is signed, support is provided 7 hours a day, 5 days a week to answer questions on current use. In case of malfunction of the BLENT platform, technical support is handled as follows:
- Level 1 support response time following the Client's request: within 24 hours on working days.
- Level 2 support response time following the Client's or partner's request: within 48 hours on working days.
The response includes the handling of the request, as well as the technical diagnosis.
Depending on the technical diagnosis carried out, there are two cases of coverage:
- The platform no longer works at all: 48 hours maximum (excluding weekends and public holidays)
- The platform works but contains one or more bugs caused by third parties: 72 hours maximumIn any case, the shutdown of the BLENT platform does not jeopardise the operation of the Client's business(es).
The Client will therefore not be entitled to claim any compensation whatsoever.
Late payment
Interest on arrears of 5% per annum will be charged on overdue invoices. Reminder fees will be charged.
These General Terms and Conditions constitute an acknowledgement of debt within the meaning of Article 82 of the Swiss Federal Law of Obligations for due fees and charges.In case of delay, BLENT will be obliged to stop the service or work, and to appoint an approved organisation for legal recovery.
Compensation
Clients are not entitled to set off BLENT's claims against any counterclaims.
Tariff changes
BLENT reserves the right to change the tariff conditions at any time. In the event of a price change, the Client shall be entitled to withdraw from the Contract within two weeks of the written notification of the new prices.
TECHNICAL CONDITIONS
Specifications
The specifications designed in the preparation phase are the authoritative specifications and deliverables. Prior to signing any Contract, the Client undertakes to sign a non-disclosure agreement (NDA).
Platform
The initial offer includes: the commissioning of the BLENT platform with the provision of one user account per establishment to use the functionalities determined in the package contracted by the Client.
Once the offer is validated in writing (e-mail, letter) it will not be possible to make any further changes. New changes requested after the Client has validated the offer will be the subject of a new offer by BLENT and will be integrated into the first offer and will become an integral part of it.
Data management and protection
We distinguish between "Client data" and data used and processed by BLENT on behalf of the Client, hereinafter referred to as "Data used and processed". "Client data" shall be processed in accordance with Article D and "Data used and processed" shall be processed in accordance with Article J.
- A. The Client accepts and undertakes to make all their data available. All data received via e-mail, websites, social networks and any other data received directly or indirectly in the course of BLENT's business or otherwise will be used to populate BLENT's database and improve BLENT's technology and/or to provide and improve any other BLENT-related products that the Client may wish to benefit from at any time. BLENT will collect and use such data in accordance with applicable law and regulations, including but not limited to laws governing the protection of personal data and privacy.
- B. It is BLENT's obligation to treat all Client data as confidential. It is also part of BLENT's obligations to ensure that its employees and subcontractors, if any, also comply with the applicable obligations of confidentiality. The Parties undertake to comply with the data protection clause applicable in each case.
- C. The Parties shall be aware of and comply with national and European data protection laws. The Parties shall comply with the provisions of the Data Protection Act of 19 June 1922 (the "DPA") and the new General Data Protection Regulation of the European Union (GDPR) which came into force on 25 May 2018 and repeals Directive 95/46/EC (General Data Protection Regulation) of the European Parliament and of the Council, and that of 24 October 1995 on the protection of natural persons with regard to the processing of personal data and the free movement of such data. The Parties fully agree that the EU GDPR on data protection will be applied. Thus, the storage and processing of personal data will be carried out in accordance with the applicable law.
- D. Client data: In the course of its business, BLENT ensures the anonymisation of personal data relating to the Client data is only stored for as long as legally necessary. If the Client is a natural person and not a legal entity or if an authorised staff member accesses the BLENT platform via a private Internet connection, personal data is processed.
This data is stored and processed for the BLENT platform on the Amazon Web Services platform, in data centres based in Europe (Frankfurt, London, Dublin).
- E. BLENT allows the Client to create and administer a user account via its platform. The Client may use the functions of this personal account to the extent of the Contract. The Client declares that they have obtained all the necessary consent regarding the storage of personal data of its employees in the context of linking the data to the user's account.
- F. BLENT has the right to transfer Client data to third parties even if it contains personal data, insofar as this is necessary to perform the Contract or to protect the legitimate interests of BLENT. Regardless of these agreements, the transmission of such data is only permitted if the data is transferred in accordance with the data protection regulations. BLENT has the right to transfer data to its subsidiaries (e.g. client support or invoicing) in order to fulfil the Contract and to transfer the data to a lawyer or tax advisor in order to protect the legitimate interests of BLENT.
- G. BLENT does not store any personal data that is not set out in these Terms and Conditions or in data protection.
- H. If one of the Client's employees enters into a SaaS contract with a partner/provider while logged into a user account, the Client expressly consents to BLENT transferring the Client's information as well as the information stored on the respective user to the partner/provider for the purpose of entering into the Contract.
- I. Data used and processed: In the course of its business, BLENT uses, processes and stores data on behalf of its Clients solely for the purpose of providing the services set out in the Contract. All such data has been transferred to BLENT by the Client themselves or provided by the Client for use, processing and storage. However, it is the Client's responsibility to ensure that they do not transfer sensitive data to BLENT as defined by applicable data protection regulations. BLENT reserves the right to reuse the business data of all its Clients for the provision of internal and external services to the platform (for example: creation of market statistics) without compensation for the Client, while ensuring the anonymisation of the data and the results of the analysis carried out by BLENT.
BLENT undertakes not to provide the Client's data and analysis results to third parties without anonymisation or written consent from the Client.
- J. The Client notes that a data processing agreement pursuant to Article 28 GDPR may be necessary in order to process the Client's data if the Client transfers personal data within the meaning of Article 4 (1) GDPR to BLENT via the BLENT platform and if such data will be processed by third-party partners/providers.
- K. There are two types of data transfer:
1 - Transfer of pseudonymised data
2 - Transfer of personal data
- L. Unless agreed otherwise between BLENT and the Client, and if the third-party systems allow it, only pseudonymised data will be transferred from the Client's PMS to BLENT.
- M. If the Client transfers data to BLENT which contains personal data as defined in the GDPR, a separate DPA (Paragraph 28 GDPR) must be concluded between BLENT and the Client and it must be ensured that the data is processed in accordance with the legal provision. The transmission of personal data to BLENT without having first entered into a DPA and taking all necessary precautions to ensure compliance with legal provisions is not permitted. If BLENT discovers that the Client has used BLENT to store personal data without BLENT's knowledge, BLENT is entitled to delete such data and to terminate all business relations with the Client without notice.
- N. Data portability (Article 20 GDPR): BLENT shall provide data stored in electronically readable form within the meaning of Article 20 GDPR. However, BLENT does not guarantee that the data provided can be imported into other applications.
- O. In the event that BLENT operates as a provider in accordance with the GDPR data protection regulation, BLENT declares that it offers sufficient guarantee for the lawful and secure use of the data. In this case, BLENT is obliged to:
- Use all personal data only for the Client's orders.
- Implement all necessary data security measures in accordance with the GDPR on data protection.
- BLENT only allows data access to its employees who are required to maintain confidentiality or who are bound by a legal obligation of confidentiality.
- To transmit to the Client all documentation relating to their data, or to store or destroy such data if requested by the Client after completion of the provision of the services.
- P. Transmission of data to third countries for processing. The Parties agree that only these countries or European countries which ensure an adequate level of data protection within the meaning of Article 45 GDPR are allowed to process this data. If the Client's head office is not in a European country, the Client agrees that BLENT is permitted – but not obliged – to transfer the data to the country in which the Client's head office is located; however, this only applies if:
- the transmission of the data is necessary for the performance of the services included in the Contract.
- the transmission of data is necessary for the pursuit of legal claims.
- Q. The Client can find more information on the data protection policy in our Privacy Policy available on the BLENT website.
INTELLECTUAL PROPERTY
The source code and any other development related to the project will be the full and effective property of BLENT. The Client agrees that the services provided by BLENT, including the intellectual property rights therein, are the sole and exclusive property of BLENT. The Client retains no rights of use in relation to the developments in the project, including its data, intellectual property rights and content, and agrees not to challenge the validity of BLENT's ownership in this respect.
OBLIGATIONS OF THE CLIENT
Communication of information
The Client is responsible for all information given to BLENT and must ensure that it is accurate, especially when transmitting data.Passwords and responsibility for use of accessThe Client is responsible for any damage that may result from the use of the access data by third parties (including employees), as well as for the content of the information that they or third parties transmit or process to BLENT and for the provision of access rights (username and password, super admin). The Client must also ensure that their employees delete their usernames and passwords when important changes occur (e.g. departure or change of status in the company).
Security and system upgrades
For the duration of the services with BLENT, the Client must install all available updates for their information system, use the software and/or hardware versions recommended by BLENT in accordance with the minimum required configurations and update them whenever necessary. The Client undertakes to use software for which they have a user licence from reputable sources. They also undertake to take all appropriate measures to protect themselves from computer attacks.EthicsThe Client undertakes to promote BLENT's ethics by refraining from and prohibiting the publication or transmission of data:in violation of intellectual property rights,in violation of unfair competition and consumer protection laws,in violation of anti-money laundering laws,and any documents deemed to be threatening, violent, racist, xenophobic, pornographic, etc.
BLENT cannot be held responsible for this information, nor for information that the Client receives or that Third Parties distribute or offer via the information systems.
RESPONSIBILITY ON THE PART OF BLENT
BLENT cannot be held responsible for any interruption in the services of the host for the Internet media and no compensation can be claimed.BLENT excludes all liability to the extent permitted by law, including, but not limited to, damage, corruption and loss of data as well as consequential damage or loss of profit.
BLENT is only liable in cases of gross negligence and wilful misconduct, up to a maximum of CHF 10,000. This liability provision shall prevail over any other contractual provision.BLENT does not accept any liability for damage resulting from improper use of the services, especially for damage caused by the Client's failure to observe the duty of care.
BLENT does not guarantee permanent access, trouble-free operation, accuracy or integrity of the data uploaded or downloaded as a result of its services.
BLENT assumes no responsibility for damage suffered by the Client as a result of transmission errors, data corruption, interruptions, breakdowns or illegal intrusions into the information systems.
BLENT reserves the right to interrupt the services at any time in the event of security risks, without having to explain the reasons for the interruption.BLENT assumes no liability for damages caused by such interruptions.
BLENT assumes no responsibility for the proper functioning of the platform, project on Internet Explorer or Internet Explorer not being updated.
Furthermore, BLENT is not responsible for the inadvertent publication of data or for its degradation or erasure.The partner company is in any case fully liable, including to BLENT's Clients, for all damage resulting from a system malfunction related to the partner company's intervention to update the data.
DATA BACKUP, COPYING AND DESTRUCTION
The Client assumes full responsibility for the consequences of the content and management of its data.Upon termination of a BLENT service, the Client authorises BLENT to keep a copy of its data for anonymised use. The Client may give written notice of their wish to have all their data destroyed after termination.
PRIVACY
Each Party to this Contract undertakes to maintain and treat as confidential any information that the other Party (or its affiliates) may provide to them and/or their affiliates which is not available to the general public or is not already known to the other Party. The Parties hereto each agree not to disclose or communicate to any person (other than their managers, employees or professional advisers, if any, whose position requires them to know such information) any information concerning the business or affairs of BLENT or the contents of the Contract (the"Confidential Information"), except for information which:(i) was known or used by the receiving Party or its affiliates prior to the date of its disclosure to the receiving Party, as evidenced by legally admissible proof available to the receiving Party or its affiliates;(ii) either before or after the date of disclosure to the receiving Party, is lawfully disclosed to the receiving Party or its affiliates by sources other than the disclosing Party in lawful possession of the confidential information;(iii) either before or after the date of disclosure to the receiving Party, is published or is in the public domain through no fault or omission of the receiving Party or its affiliates; or(v) must be disclosed by the receiving Party to comply with applicable laws or regulations or to defend or pursue litigation, provided that the receiving Party provides prior written notice of such disclosure to the disclosing Party and takes reasonable and lawful steps to avoid or minimise the extent of such disclosure.The Client acknowledges that all written and verbal information relating to BLENT's expertise is the product of computer development efforts and is confidential. Consequently, the Client undertakes not to use it for their own account and not to disclose it outside the requirements of the performance of the Contract.
DATA PROTECTION (DPA, GDPR)
BLENT undertakes to treat its Clients' data with care and to comply with the provisions on data protection. BLENT only collects, stores and processes the data required for the fulfilment of contractual obligations, the maintenance of customer relations, the guarantee of a high quality of services, the security of the operation and infrastructure and for billing purposes. Non-personal data of the Client, such as technical logs, may be automatically stored and retained as a result of the technical process applied and in accordance with the applicable legislation.The Client authorises BLENT to process and use his data internally and in association with its group companies, in order to enable BLENT to provide an optimised service and to inform them about current offers from BLENT and its group companies. BLENT is taking steps to protect its network. However, absolute protection against unlawful interference or wiretapping cannot be guaranteed. BLENT shall therefore not be liable for any such interference.BLENT's own data concerning its own commercial and accounting activities is managed via Hubspot (Cambridge, Massachusetts, USA) for Client data, and Chargebee (303 2nd Street South, Suite 200, San Francisco, CA 94107, USA), for billing data.
NON-SOLICITATION OF STAFF
The Client is forbidden to hire any employee of BLENT or of a company in its group without the written agreement of BLENT, whether directly or through an intermediary. This applies for the entire duration of the contracts, plus a period of twenty-four (24) months thereafter. In the event of non-compliance, the Client shall compensate BLENT with a lump sum equal to the fees or gross salaries that the employee received from BLENT during the year preceding their departure.
RECOURSE TO THIRD PARTIES
In order to fulfil its contractual obligations, BLENT may at any time call upon the services of Third Parties. In this case, both parties will be subject to the terms of these General Terms and Conditions.
CLIENT REFERENCE
BLENT reserves the right to mention the subscribing company as a reference on Blent.io and its partners' websites or any other advertising medium.
INDEPENDENCE
The Client's relationship with BLENT shall be that of an independent business, and nothing in these Terms and Conditions shall be construed as creating a partnership, joint venture or employer-employee relationship.
CHANGES TO THE GENERAL CONDITIONS
Changes to the Terms and Conditions and other documents forming part of the Terms and Conditions shall be effective upon publication on the BLENT website or upon direct notification to the company (by letter, e-mail or other appropriate means). The latest General Terms and Conditions and the contractual elements in force are considered accepted by the company if it continues to use the product(s).
TRANSLATIONS
In the case of translation of the General Terms and Conditions into other languages, the English version shall prevail.
JURISDICTION AND APPLICABLE LAW
Swiss law is applicable to these General Terms and Conditions.Any dispute arising from the General Terms and Conditions shall be submitted to the exclusive jurisdiction of the ordinary courts of the Canton of Lausanne, with recourse to the Federal Court in Lausanne being reserved.Special clauseIt is agreed between the two Parties that the nullity of one clause does not entail the nullity of the Contract.
The company certifies that it has read the General Terms and Conditions and accepts them.
