General Terms and Conditions of Use of BEEMYFLEX Effective 01 April 2021
1 Purpose
BEEFLEX Software, a simplified joint stock company, registered with the Paris Trade and Companies Register under number 816 891 522, whose registered office is located at 128 Rue la Boétie, 75008 Paris (hereinafter the " Company "), operates an Internet site accessible at https://www.beemyflex.com (hereinafter the " Site" ) which offers a web and mobile software (the " Service" ) for companies (the " Clients ") and their Users, dedicated to the hybrid organization, the distribution of employees between work at the office and at home, and the prevention of psychosocial risks.
The purpose of these General Conditions of Use (hereinafter " General Conditions" or the " Agreement" ) is to govern the terms and conditions of use of the Service, as well as to define the rights and obligations of the Clients and Users of the Service.
Any access to and/or use of the Service implies full acceptance of and compliance with all the terms of these General Conditions.
It is the Client's responsibility to ensure that the Service offered by the Company is suitable for its own needs and those of its Users. Any subscription to the Service implies acceptance of this Agreement without reservation.
2 Definitions
The Agreement: means these Terms and Conditions and all associated documentation.
The Client: refers to any legal or natural person, using the Service for strictly professional purposes and making it available to Users.
The Client Account: refers to an access opened to the Client to a personal space. A Client Account corresponds to a unique identifier and a unique password.
Content: refers to any words, messages or information of any kind (text, images, videos, photographs, comments, brands, company names, etc.), posted by a User through the Service.
The Site: refers to the Internet site accessible from the address https://www.beemyflex.com
Users: means employees, representatives, consultants, contractors or agents of the Customer who are authorised to use the Subscription Service on its behalf and who have unique passwords and identifiers for the Subscription Service.
The Service: refers to the online web and mobile software in "SaaS" mode developed, published and supplied by the Company, enabling Clients to manage the hybrid organisation, the distribution of Users between work at the office and at home, and the prevention of psychosocial risks. It is accessible to Clients and Users from the Client's terminals interfaced with the Service.
Features: refers to a particular service of the Service, made available to the User
Order Form: means the online subscription form or process approved by the Company by which the Client agrees to take out a Subscription to the Service and setting out the Features to which the Client has subscribed and the Subscription Fee.
Subscription: refers to all the Features to which the Client has subscribed by means of an Order Form or which the Company makes available to it in any other way, which are developed, activated and maintained in operational conditions by the Company and available on the Site.
User Limit: refers to the number of users a Customer can add based on their Subscription.
Free Offer: means the use of the Service by the Customer as part of a free trial, giving access to certain Features, for a maximum of 10 (ten) registered Users in the same organisation.
The Professional Offer: refers to the use of the Service by the Client as part of a Subscription giving unlimited access to the Features, in return for a fee indicated in the Order Form.
The Subscription Fee: means the amount owed by the Client to the Company in consideration of the right to use the Service, as set out in the Order Form.
The Subscription Period: means the initial term of the subscription to the Service, as specified on the Customer's Order Form(s), as well as any subsequent renewals.
Third Party Products: means non-integrated products and professional services provided by third parties to the Agreement that operate or are used in connection with the Subscription.
SaaS (Software as a Service): refers to the method of making the Service available remotely to the Client and Users via the Internet.
3 Description of the service
The Service: the service allows the Client and its Users to access the web and mobile software in SaaS mode, by authenticating themselves with a login and a password.
As part of the Service, the Company will provide the following services:
- development and evolutionary maintenance of the Service,
- opening, providing and setting up the Client Account, collecting, managing and securing personal data and User entries,
- taking care of the invoicing and follow-up of the payments of the Subscriptions,
- providing the Customer with technical assistance by telephone for any difficulty in using the Subscription.
Registration: all Customers must create an account on the Site to access the Service.
The Customer is given a User ID and password. The Customer provides the name and contact details of a natural person designated as the Account Administrator.
Each User has a password and a unique identifier.
The Customer and Users must be 18 years of age or older to use the Service.
Access: BEEFLEX Software provides access to the Service under the terms of this Agreement and the applicable Order Form in the case of a Subscription. BEEFLEX Software reserves the right to provide some or all elements of the Subscription through third party providers. The Customer may make access to the Subscription Service available to Users of its Subsidiaries, provided that the use and reception by Users of such Subsidiaries is subject to and complies with the Agreement and that the Customer ensures that such Users comply with the terms of this Agreement. Access to the Service is exclusively reserved to registered Users.
The Service remains on the Company's infrastructure, which does not provide any copy of it, in any form or on any medium whatsoever, to the Client or Users.
The Service is provided to the Client and Users on a non-exclusive and non-transferable basis. The right to use the Service through the Client Account may not be sub-licensed, assigned, transferred or made available to a third party by the Client.
Additional Features: Customer may subscribe to additional features of the Subscription by placing another Order or by activating additional features from their BeeMyFlex account, if Company has made this option available. This Agreement applies to all orders and additional features that Customer activates from its BeeMyFlex account.
Availability of the service: the Company will do its utmost to ensure that the Service is accessible 24 hours a day, 7 days a week, including Sundays and public holidays, except during periods of maintenance aimed at improving functionality for Users. The Company may suspend access to the Service for maintenance purposes, in particular to carry out any data backup and/or maintenance operations on its own hardware and software used to provide the Service. Maintenance operations must take place between 23:00 and 09:00 French time. As far as possible, the Company undertakes to inform the Client in advance of any scheduled interruption of service, by a message accessible from its Client Account, excluding exceptional maintenance operations.
These temporary interruptions shall not under any circumstances give rise to compensation for the Customer.
The Client and the User are solely responsible for the proper functioning of the computer equipment and the Internet connection that allow them to access the Service.
Modifications: the Company may modify the Service from time to time, in particular by adding or removing Features in order to improve the experience of the Client and its Users.
Customer support: to find out more about the support conditions applicable to their Subscription, the Customer can consult the conditions on the Order Form.
Prohibited and Unauthorised Use: The Customer must not use the Service if they are legally prohibited from receiving or using the Service under the laws of the country in which they reside, or from which they access or use the Service.
The Client shall notify the Company immediately of any unauthorised use of its login details, passwords and accounts by sending an e-mail to the following address: contact@beemyflex.com.
Personal Data: In the course of providing the Service, the Company will collect personal data, including
- For the Client: contact details, SIRET, VAT number, amount of share capital, legal form, bank details, surname, first names, e-mail address, telephone number of the Client's representative(s);
- For Users: title, surname, first name, email address, telephone number, content of navigation within the Site and the Service.
The methods of processing personal data are accessible and consultable by the Client and Users from the Site, in the "Privacy Policy" section
Free Offer: If the Client registers and selects a "Free Offer", the Company will provide the Service free of charge to up to (10) ten Users. The Client may only benefit from one "Free Offer". The Company reserves the right to permanently block access to the Service for a Client who creates several organisations to extend the Free Offer to more than ten users.
Professional Offer: If the Client registers and selects a "Professional Offer", the Company makes the Service available to the Client as well as all of the Subscription's Functionalities, without limit, in exchange for the payment of a fee indicated in the Order Form. The Client chooses a maximum number of User licences, and remains liable for the sums due for each of the licences subscribed to, even if all the licences are not actually used.
Limits of the Subscription: the Subscription is limited to certain Features. The Customer can consult the Features available with his Subscription in the Order Form.
This will be supplemented by any additional Features incorporated by the Company on the Free Offer registration webpage.
4 Fees
Subscription Fees: Unless otherwise specified in the Customer's Order Form, the Subscription Fees remain fixed for the initial Term of the Customer's Subscription, unless the Customer (i) exceeds the User limits or (ii) subscribes to additional products or Features. The Company reserves the discretion to reduce a Customer's fees upon written notice to the Customer.
Fee adjustments upon renewal: The fee for the Subscription and Additional Features may be changed at any time by the Company, but the new fee may not apply to the current contract period. If this is the case, the Client will be informed at least thirty (30) days before the date of renewal of its Subscription and the increased fees will be applied at the beginning of the next contractual period. If the Customer objects to this increase, either Party may terminate the Subscription at the end of the current period in accordance with the information procedure described in the "Early Termination" section below.
Payment by credit card: if the Client pays by credit card, he authorises the Company to debit his credit card or bank account for all fees payable during the Subscription Period. The Client also authorises the Company to use the services of a third party to process the payments and to transmit the Client's payment information to said third party.
Payment information: the Customer undertakes to keep his bank details, billing information and payment card information (if applicable) up to date. Failure to do so may result in the suspension of access to all or part of the Services. The Client may make changes on the billing page of their Client Account. The Company will issue each month, before the 5th of the month, an invoice corresponding to the Charges applicable to the Client, for the month in question, on the basis of the rates in force, mentioned on the Order Form. The Client undertakes to pay the amounts due to the Company by direct debit, bank transfer, credit card payment or cheque at the beginning of each month.
Taxes : All Fees are quoted exclusive of tax and the Customer agrees to pay any tax applicable to the Fees.
Default of payment: In the event of payment made after the due date indicated, penalties at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points will be retained in accordance with Article L. 441-10 of the Commercial Code. To this shall be added a fixed indemnity for collection costs set by decree. In accordance with Article D. 441-5 of the Commercial Code, the amount of this fixed compensation is €40.
5 Duration and termination
Duration and renewal: The Subscription is concluded for an initial period of one (1) month and will then be renewed, unless otherwise stated in the Order Form, for successive periods of the same duration by tacit renewal, unless terminated by either Party, giving thirty days' notice before the anniversary date.
Early termination: The Client may terminate the subscription early, but it is understood that the Company will not refund any prepaid fees or unused Subscription Fees. The Client shall promptly pay all outstanding fees due until the end of the Subscription Period.
Termination for just cause: In the event of a breach by one of the Parties of an obligation set out in the Purchase Order, which is not remedied within a period of thirty days after the first presentation of a registered letter with acknowledgement of receipt containing a formal notice to the defaulting Party to remedy the breach in question, the other Party may terminate the Subscription
The Company may also terminate this Agreement for cause upon thirty (30) days' notice if the Company believes that the Customer is acting or has acted in a manner that results in negative or harmful consequences to the Company, its prospects or customers.
Amounts collected by the Company or which have become due before the effective date of termination will not be refunded.
Suspension: The Company reserves the right to suspend access to the Services in the following circumstances.
Suspension for prohibited acts: the Company reserves the right to suspend, without notice, any User's access to all or part of the Service or the Subscription in the event of :
(i) use that violates applicable local, federal, state or foreign laws or the rules or terms of this Agreement or the Subscription, or
(ii) repeated acts of posting or uploading content that actually or allegedly infringes the intellectual property or trademark rights of the Company or a third party.
The Company may, without notice, review or delete the Customer's account if the Company determines in good faith that they are in breach of this Agreement or the Purchase Order.
Suspension for non-payment: The Company will always send a notice of default for any amount due. Unless the full amount is paid, the Company may suspend a Client's access to its subscription if the default persists for ten (10) days after the notice is sent. The Company will not suspend the subscription if the Client disputes the applicable charges reasonably and in good faith and cooperates diligently to resolve the dispute. If a subscription is suspended for non-payment, once the incident is resolved, the Company may charge a fee to reactivate the Subscription.
Suspension for proven harm : If the Customer's website or use of the Subscription :
(i) is used to engage in denial of service attacks or any other disruptive activity,
(ii) compromises the security of the Service or other elements of the Company,
(iii) results in excessive bandwidth consumption, or
(iv) causes harm to third parties or the Company, then the Company reserves the right to suspend all access to the subscription by electronic or telephone notice to the Customer.
The Company will attempt to limit the suspension to the affected portion of the Service and/or Subscription and to promptly address the issues causing the suspension. However, this clause does not limit the Company's right to terminate this Agreement and/or the Subscription for cause, in accordance with the terms set out above, if the Company considers that the Customer is acting or has acted in a way that results in negative or harmful consequences for the Company, its prospects or customers.
Suspension and termination of the Free Offer: BEEFLEX Software may suspend, limit or terminate the Free Offer at any time for any reason whatsoever without notice. The company may also terminate a Customer's Free Offer due to inactivity on his part.
Consequences of Termination or Expiry: If the Customer's Subscription is terminated or expires, the Company may elect to continue to provide the Customer with the Free Offer, unless the Agreement has been terminated for cause.
Customer shall be subject to the terms of this Agreement for as long as Customer is able to access its BeeMyFlex account.
Upon termination or expiration of this Agreement, Customer shall cease all use of the Subscription and BeeMyFlex Content. If Customer terminates this Agreement for cause, Company will promptly refund to Customer any prepaid but unused fees covering use of the Subscription after termination. If the Company terminates this Agreement for cause, the Customer shall promptly pay all outstanding fees due through the end of the Subscription Period. Otherwise, the fees are non-refundable.
6 Intellectual property
The Company declares that it holds all the rights necessary for the conclusion of the Agreement. The right of use granted by the Company under this Agreement does not entail the transfer of intellectual property to the Client. Consequently, the Client shall refrain from any action that may directly or indirectly infringe the Company's rights over the Service, which are protected in particular by the provisions of the Intellectual Property Code. The Client undertakes not to copy, rent, sell or distribute the Content of the Service and/or the Subscription, in whole or in part, and not to create works derived therefrom, by any means whatsoever, unless expressly authorised in writing by the Company. The Company's trademarks include, but are not limited to, the BeeMyFlex trademark and the Customer may not use any of these trademarks without the Company's prior written permission.
The Company encourages its Customers to comment on the operation of the Service and/or the Subscription, to make suggestions for improvement and to vote for suggestions they like. The Client agrees that all such comments and suggestions shall be treated as non-confidential and that the Company shall be fully entitled to use them and incorporate them into the Service and/or Subscription, without the Client receiving any compensation for doing so.
7 Confidentiality
All information, data, know-how, whether or not covered by the provisions of the intellectual property code, whatever their form and nature (commercial, industrial, technical, financial) exchanged by the Parties or of which they become aware in the context of the execution of the Agreement and/or the Subscription will be considered confidential.
Each of the Parties undertakes to use such confidential information only in the context of the performance of the Agreement and/or the Subscription, to protect it and not to disclose it to third parties other than employees, collaborators and subcontractors for the purposes of the said performance, informing them in this case of the confidential nature of the information communicated and of their obligation not to disclose it. The Parties undertake to comply with the obligations resulting from this article for the entire duration of the Agreement and/or the Subscription and for five years following its termination, whatever the cause.
A Party may disclose Confidential Information to a third party if required to do so by federal, state or local law, any other law, rule or regulation, subpoena or legal process provided that it (i) notifies the other Party of any request for disclosure of Confidential Information in sufficient time to allow the other Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, to disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate ; and (ii) in no event shall a Party disclose Confidential Information to a third party other than a government agency, except pursuant to a valid order of a court of competent jurisdiction requiring specific disclosure.
8 Advertising
The Client grants the Company the right to add its name, logo and company trademarks to its list of Clients and on its Site, as a commercial reference (list of the Company's client references, public announcements, particularly on social networks, etc.).
The Client may object to this use of its name, logo and trademarks by sending a written request, stating the reasons, to the following address: privacy@beemyflex.com
9 Compensation - Guarantee
The Customer agrees to indemnify, defend and hold harmless the Company and its Affiliates, at the Customer's expense, from and against any claim, suit, action or proceeding (each an "Action") brought against the Customer (and its officers, directors, employees, agents, service providers, licensors and affiliates) by any unaffiliated third party or its Affiliates to the extent that such Action is based on or arises out of :
(a) unauthorised or illegal use of the Service and/or Subscription by the Customer, its Affiliates or Users,
(b) the breach or violation of this Agreement and/or the Subscription by the Customer, its Affiliates or its Users,
(c) unlawful use of third party Products by the Customer, its Affiliates or its Users,
(d) unauthorised use of the Service and/or Subscription by any person using the Customer's User Information. The Company shall notify the Customer in writing within thirty (30) days of any such claim, shall give the Customer full control over the defence or settlement of such claim and shall provide the Customer (at the Customer's expense) with all reasonable information and support requested by the Customer in order to arrange for the defence or settlement of the claim. The Client shall not accept any settlement which (i) imposes an obligation on the Company; (ii) requires the Company to admit fault; or (iii) imposes a liability not covered by these indemnities or imposes restrictions on the Company without the Company's prior written consent.
10 Obligations and liability
The Client undertakes:
- to use the Service only in accordance with its professional purpose and for the sole purpose of its activity;
- to transmit to the Company, under its sole responsibility, all the information necessary for the execution of the Agreement and/or the Subscription. He/she guarantees the accuracy of this information and undertakes to inform the Company of any changes to this information;
- to regularly consult his Client Account;
- not to use the Service and/or the Subscription in conditions that could undermine its proper functioning or the security of the infrastructure;
- to pay the contractual fee under the conditions set out in the article "FEES";
- to respect the intellectual property rights of the Company;
- not to store on the Service any data that is harmful or of an illicit nature, contrary to good morals or infringing the rights of third parties, in particular intellectual property rights.
The Client is responsible for any damage that the data it has transmitted may cause to the Company, to a third party or to the Service, and guarantees the Company against any recourse that may be brought against it by a third party as a result of this data.
The Company undertakes to provide the Service detailed herein, and to use all the necessary material and human resources for this purpose.
The Client accepts that the Company may, freely and without any particular prior formality, subcontract all or part of its obligations hereunder, under its responsibility. In the event of subcontracting and with regard to the Client, the Company shall remain solely liable for the proper fulfilment of its obligations under the Agreement and/or the Subscription.
Under no circumstances may the Company be held liable for indirect damage, such as, in particular: commercial damage, internal disorganisation, any commercial disturbance whatsoever, loss of profit, damage to the image of the Client's brand or of third parties. The Company's liability may only be sought, on any grounds whatsoever, within the framework of its obligation of means, and the amount of compensation that it may be required to pay to the Client may not exceed the amount of the invoices actually paid by the Client during the contractual period in which the harmful event occurred, whatever the legal basis of the claim.
11 Miscellaneous
The Company may amend all or part of this Agreement by notifying the Client by e-mail. The updated Agreement shall become effective and binding on the business day following its publication. The Company will inform the Client of the update by e-mail or by means of a notification in the application.
If the Customer does not agree to the amendment to the Agreement, the Customer must notify the Company in writing within thirty (30) days of receiving notice of the amendment. Upon such notice, the Agreement and/or Subscription shall continue to be governed by the terms and conditions applicable prior to the amendment until the next renewal date, after which the current terms shall apply. However, if the Company can no longer reasonably provide the Service and/or Subscription to the Customer in accordance with the terms applicable prior to the change (for example, if the changes are required by law or result from general changes to the Service), then the relevant Agreement and/or Subscription will be terminated upon notice from the Company to the Customer, and the Company will promptly refund to the Customer any prepaid but unused fees covering the use of the Subscription Service after termination.
Force majeure: the Parties shall not be liable in the event of non-performance by either party of all or part of its obligations resulting from a case of force majeure within the meaning of Article 1218 of the Civil Code.
It is expressly agreed that malfunctions of telecom and telecommunications operators constitute force majeure within the meaning of this article, provided that these malfunctions do not originate from the technical means implemented by the Company.
The Party invoking force majeure shall be required to notify the other Party by registered letter with acknowledgement of receipt, as soon as possible, of the occurrence of such an event. The Party invoking force majeure shall keep the other Party informed and undertakes to do its best to limit the duration of the suspension of its obligations.
If the impediment is temporary, the performance of the obligation shall be suspended until the Party invoking it is no longer impeded. If the suspension continues for more than one (1) month, either Party may terminate the Agreement without compensation by notifying the other Party by registered letter with acknowledgement of receipt. If the impediment is definitive, the Agreement shall be terminated ipso jure and the Parties shall be released from their obligations, pursuant to Article 1351 of the Civil Code.
Relationship between the parties: The Company and the Client agree that the relationship established between them does not constitute a joint venture, partnership, employment or representation.
Compliance with the law: The Customer must comply with all laws relating to the use of the Service and/or the Subscription.
Severability: Any provision of this Agreement or a Purchase Order found to be invalid or unenforceable under applicable law shall be deemed superseded by a valid and enforceable provision that most closely matches the intent of the original provision, and the remaining terms of this Agreement and/or Purchase Order shall continue to apply.
Notices to the Company: Notices shall be sent to BEEFLEX Software, 128 rue la Boétie, bureau 46, 75008 Paris and shall be deemed to have been given on the date of actual receipt.
Notices to the Client: Notices will be sent to the Client at the address indicated in the Client's Account information. The Company may provide general notices electronically through the Subscription Service and may also send specific notices to the Client by e-mail to the addresses listed in the Company's account information for the Client. The Client must keep all account information up to date.
Entire Agreement: This Agreement (including each Order Form), together with the Privacy Policy available at Privacy Policy - BeeMyFlex, constitutes the entire agreement between Company and Customer with respect to the Service and/or the Subscription and supersedes any other agreements or proposals, whether electronic, oral or written, between the two parties. The Company's obligations are not contingent upon the delivery of any future features or functions of the Service, nor are they contingent upon any oral or written public statements made by the Company regarding future features or functions of the Service and/or Subscription. The Company may make available versions of this Agreement in other languages. In such event, the French version of this Agreement shall prevail, and any translation provided for informational purposes only shall not be construed as modifying the original version of this Agreement.
Assignment: The Client may not transfer or assign this Agreement and/or its Subscription without the prior written consent of the Company, except in the event of a merger or by operation of law, provided that the successor is not a direct competitor of the Company. The Company may assign this Agreement and/or the Subscription to any of its subsidiaries or in the event of a merger, partial transfer of assets or by operation of law.
No Third Party Beneficiaries: Nothing in this Agreement is intended to confer or confer, expressly or by implication, any rights, benefits or remedies whatsoever to any person or entity outside of this Agreement.
Service contract: This Agreement is a contract for the provision of services and not a contract for the sale of products.
Authority: Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that this Agreement is binding and enforceable in accordance with its terms. The Customer further represents and warrants that it has the authority to enforce the terms of this Agreement by its affiliates.
Survival: The following sections shall survive the expiration or termination of this Agreement: "Definitions," "Fees," "Prohibited and Unauthorized Use," "Early Termination," "Termination for Cause," "Suspension for Prohibited Acts," "Suspension for Failure to Pay," "Suspension for Proven Injury," "Suspension and Termination of Free Offer," "Consequences of Termination or Expiration," "Intellectual Property," "Confidentiality," "Publicity," "Indemnification," "Disclaimers and Limitation of Liability," "Miscellaneous," and "Applicable Law."
Precedence: In the event of a conflict between the terms of the Agreement and those of a Purchase Order, the terms of the Purchase Order shall prevail, but only in respect of the Order in question.
Applicable law: The law applicable to this Agreement is French law. Any dispute arising in connection with the performance of this Agreement shall be submitted to the jurisdiction of the Commercial Court of Paris. The Parties undertake to attempt conciliation before any recourse to a judge.