I. About DJABOO

The Software called “Djaboo” is published by DJABOO, a simplified joint-stock company with capital of €1, registered with the Nanterre Trade and Companies Register under number 000 788 823 847, whose registered office is located at 00033 Ter Rue du model garden, Asnières-sur-Seine, France (“DJABOO”).

‍II. Object – Scope of the General Conditions of Sale 

The purpose of these General Terms and Conditions (“GTC”) is to set the terms and conditions for the use of the “Djaboo” Software and the “Djaboo CRM” mobile application.  
The T&Cs are made available to the Customer, who can consult and download them when Subscribing. They are also available on the website https://djaboo.com, in their latest version.
The GCS are enforceable against the Customer, who acknowledges having read them and having accepted them without reservation electronically before validating his order. 
The GCS prevail over all contractual documents issued by the Customer, in particular its own conditions of purchase or its own order forms, which the Customer expressly acknowledges.
The T&Cs applicable to the Customer are those of the version in force on the date of Subscription or on the date of renewal of the Subscription.

‍III. Definitions

Terms beginning with a capital letter in the T&Cs have the following meaning:

• “Subscription”: subscription by the Customer to the services for a Duration of 12 months, the subject of which (Plan) is specified in the order;
• “API” (Application Programming Interface) designates the programming interface allowing the Customer to interconnect the Software with third-party tools (web or desktop application) under its sole responsibility;
• “Administrator(s)” designates the status authorizing the creation of a Collaborator account and which grants all the administration privileges (access, consultation, modification and export of the Content), configuration and configuration of the Account ;
• “CGU” refers to the General Conditions of Use of the Software;
• "Client" means the legal or natural person subscribing for professional purposes to the Software or to additional services (Professional Services), which fall within the scope of its commercial, industrial, artisanal, liberal or agricultural activity, including when he is acting in the name or on behalf of another professional;
• “Collaborator(s)” means the natural persons employed by the Customer and authorized to use the Software for professional purposes: they have access to an Account configured by the Account Creator, without administrative rights on the different Modules;
• “Account” means a valid account giving access to the Software and the additional services (Professional Services) subscribed by the Customer;
• “Trial Account” or “Trial” means the Trial Account made available free of charge to a third party to evaluate the Modules under the conditions of article 4.4;
• “Content” means any content that Users can download and classify from the Modules, including but not limited to, contact information of prospects and customers, business documents, invoices, accounting logs and Data of a Personal Nature;
• “Account Creator” means the natural person duly authorized by the Client to carry out the Subscription and to define the Administrator and Collaborator accounts;
• Personal Data means any personal data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR) relating to a natural person who is or could be identified;
• “Term” means the fixed number of months (12) during which the Customer is authorized to access and use the Software;
• “License” designates the non-exclusive license to use the Software granted by Djaboo to the Client and to the Users;
• "Software" means the software offer called Djaboo developed by Djaboo SAS in "software as a service" (SaaS), mobile application or via an API offering several Modules (Prospecting & Sales, Invoicing & Management, Cash Management, Stocks, Support ) to which the Customer may subscribe;
• “Party(ies)” means(s) Djaboo and/or the Client;
• “Plan(s)” means the level of services associated with the subscription to the Software. Djaboo offers 3 plans: Essentials, Advanced and Enterprise which vary according to the volumes of objects, the functionalities, and the level of assistance (Support);
• “Privacy Policy” means the document drawn up by Djaboo detailing its management of the processing of Personal Data of the Customer and Users and defining all of their rights in accordance with the GDPR, available on the website
• “Price” refers to the prices of the Modules chosen by the Customer;
• “GDPR” means EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data
• “Site” means the Djaboo website accessible at the address https://djaboo.com/ presenting the Software;
• “Subscription” means the contractual commitment binding the Client to Djaboo to use the Software;
• “Users” means the Creator of the account, the Administrators, the Collaborators, the third-party customers of the Customer to whom he will give specific and strictly limited access, as well as any third party having obtained access to the Software on a trial basis (“Trial”) .

‍IV. Description of the Software and Services offered by Djaboo

4.1. Software Description

Djaboo is a software offering several online Modules (Prospecting & Sales, Invoicing & Management, Cash Management, Stocks, Support) accessible from a computer connected to the Internet, with functionalities allowing its Users to manage in particular prospecting, sales, invoicing, customer follow-up, marketing, bank reconciliation, real-time cash tracking, reporting automation and Content storage. 

The Software is made available under the conditions provided for in these General Conditions of Sale. 

4.2 Customer Support

Users can contact Support to obtain information on access or use.

4.3 Privilege Levels and Access to Modules 

User Accounts are defined according to their privilege levels. When the Client subscribes to Accounts for Collaborators, they have access to the Modules under the conditions defined by the Administrators and under the Client's sole responsibility. 
Administrators have access to all Collaborator Content. They may, under their sole responsibility, offer one (1) free access dedicated exclusively to the Client's co-contracting chartered accountant, who may consult the Content reserved for him and, if necessary, download it. 
By default, the Account configured by Djaboo is an Account for the Creator, which has all the privileges granted by Administrator status. 

Djaboo cannot be held liable in the event of fraudulent maneuvers used for illicit or unauthorized use of Accounts.

4.4 Trial account or “Trial”

Djaboo offers the possibility of creating a free account for a Third Party wishing to evaluate the Solution. 

This Trial Account is made available for a period of fifteen (15) days from commissioning and under the following conditions:

• Only one Trial Account can be created and this offer is non-renewable;
• Djaboo may, at the Customer's request, and without being obliged to do so, allow the Customer to use the Trial Account for an additional period of 15 days;
• The Third Party authorized to use a Trial Account acknowledges that the sole purpose of accessibility to the Software is to allow him to test the Modules before the possible subscription of a paid subscription. As such, he is prohibited from carrying out any processing or services for third parties using his Trial Account;
• The Third Party authorized to use a Trial Account must have read and accepted the T&Cs before accessing the Software;
• Djaboo cannot be held liable for any reason whatsoever due to the use of the Software on a trial basis. Djaboo will not be liable for any compensation of any kind in the event of a Software malfunction, for the duration of the trial.

Djaboo reserves the right to delete without notice any Trial Account that does not comply with the preceding provisions or any other provision of these T&Cs.

In the event that the trial is not followed by the Subscription of an Account, Djaboo will delete the Trial Account of the Authorized Third Party and the associated data, within twelve (12) months of the closure of the Trial Account. 

4.5 Customer information 

The Customer acknowledges having verified the adequacy of the Software to his needs and having received all the information and advice necessary prior to Subscription.
The Customer acknowledges in particular having read all the documentation made available to him: in addition to access to the online resource center (FAQ), documentation specifying the list of functionalities offered by each Module is made available on the site. djaboo.com. 

To ensure the adequacy of the Software to its needs, the Customer has the possibility:

• To consult the resources made available by Djaboo (Djaboo Academy, webinars, FAQ);
• To benefit from a personalized demonstration by a customer advisor;
• To obtain access to the Software on a trial basis (“Trial”) to enable him to test the functionalities himself under the conditions of article 4.4 of the GCS;
• To be accompanied by a trainer or a consultant from the Professional Services department (paid service, on estimate).

The Customer also acknowledges having been fully informed by Djaboo of the extent of its contractual obligations under these GCS.

‍V. Conditions of access to the Software and creation of Accounts 

5.1. Creator Account 

The Account Creator accepts the T&Cs to access the Software and use its various features.

The Account Creator must be legally capable of contracting, have the necessary authorizations and submit to all applicable laws. The use of the Software is reserved for professional customers only. 

To open an Account, the Client sends Djaboo the following information:  

• The name of the company;
• The name and surname of the Account Creator;
• A billing address;
• A valid email address;
• A phone number ;
• The country of attachment;
• A kbis or any other document identifying the Customer may be requested.

The Account Creator undertakes to provide accurate information and to inform Djaboo of any changes to the information provided when creating the Creator and/or Administrator accounts.

Any change of Creator is the subject of a written and detailed request from the Creator (or from an Administrator in the event of the Creator's unavailability) accompanied by a kbis or any other supporting document to support the request. The Creator of the Account communicates to Djaboo the new relevant information and in particular all legal information required, for the modification and the update of the Account.

5.2. User Account

Users declare that they are authorized to use the Software and have accepted the T&Cs to use the Software. The Account Creator, and/or the Administrator configure(s) the configuration of the Collaborators' Accounts in compliance with article 4.3 (“Levels of privileges and access to the Modules”). 

It also configures, where applicable, under its sole responsibility, access limited to third-party customers of the Customer, who can access the following Content: quotes, billing history and all documents sent to them by Users.

In this configuration, the Customer's third-party customers can: pay and sign electronically, access support, consult Content, or modify information concerning them. From their Account, Users access a dashboard allowing them to use the Software and have storage space for their Content.

Third Parties having obtained access to the Software on a trial basis (“Trial”) declare that they are authorized to use it, and have accepted the T&Cs in all their provisions.

5.3. Password

The password associated with the Account is strictly personal and confidential and must not be shared with third parties. The Customer is responsible for the loss or theft of passwords. Djaboo recommends that the Customer change passwords regularly and choose complex passwords including specific letters, numbers and characters.

Djaboo invites the Customer to consult the CNIL website which offers a list of tips for managing passwords securely.

The Customer undertakes to inform Djaboo by email and without delay in the event of theft or loss of his identifiers and/or passwords. 

5.4. The mobile application published by Djaboo

Djaboo provides the “Djaboo CRM” mobile application giving access to a list of Software features with a touch interface accessible from most smartphones and tablets. 

The Customer acknowledges that the mobile application may not offer all the functionalities of the Modules. 

VI. Djaboo's obligations

6.1. Djaboo's obligations

Djaboo grants the Client and the Users on behalf of the Client a non-exclusive right to access and use the Software in accordance with the T&Cs.

Djaboo undertakes to exercise prudence and diligence in providing a quality service, in accordance with the practices in the matter and the rules of the art. Djaboo will endeavor to provide permanent access to the Modules, 24 hours a day and every day except in the event of suspension or scheduled maintenance referred to in article 24 of the GCS, or in the event of Force Majeure, as defined in article 10.1.1 of the T&Cs. 

6.2. Obligations associated with Customer Content

Djaboo undertakes to:

• Take the technical and organizational measures necessary to ensure the security and confidentiality of the Content during the Term;
• Not to use the Content for any purpose other than the supply of the Modules (including the associated technical support);
• Do not alter or transfer the Content;
• Take all reasonable precautions to ensure the physical protection of User Content. Backups are made by Djaboo under the conditions presented on the Site at the following address: https://djaboo.com/support/

VII. Obligations of the Client and Users

7.1. Access to Modules by Users

The Customer has a personal right to use the Software under the conditions provided for at the time of Subscription, and undertakes to inform Djaboo immediately of any exceeding of the number of Users provided for in the contract.

Users must use the Software in accordance with the T&Cs and these T&Cs, accessible in the Customer area and on the Djaboo website. They agree to be bound by them throughout the Term.

The Customer guarantees respect for the T&Cs as well as these T&Cs by the Users.

To access the Software, Users must have access to a terminal connected to the Internet. All costs necessary for the equipment and connection of Users to the Internet and their access and use of the Modules are the sole responsibility of the Customer on whose behalf the Modules are used.

Djaboo recommends that the Customer subscribe to paid Software configuration Services provided by its Professional Services Department. Failing this, Users will configure the Modules they have chosen under their sole responsibility, and will check their compatibility with their terminals on their own.

7.2. Use of the Software

To use the Software, the Customer agrees to:

• Always provide sincere and truthful information and update it if necessary so that it remains complete and accurate;
• Use the Software in accordance with its intended purpose, the T&Cs and these T&Cs, and collaborate in good faith with Djaboo;
• Follow the technical prerequisites or recommendations issued by Djaboo;
• Never share access to the Software, this right being strictly personal;
• Use the API in accordance with the online documentation https//api.djaboo.com;
• Respect the rights of third parties and, more generally, the laws and regulations in force relating to the use of the Modules;
• Do not harm Djaboo's reputation, denigrate the Software Offer or defame Djaboo, in particular on the internet, including on social networks, and use moderation and caution regarding comments concerning DJABOO or its employees;
• Not to engage in any conduct that could interrupt, destroy, limit or more generally harm Djaboo or allow Customers and Users to access and use the Software without authorization, including by using viruses, malicious codes, programs or files;
• Do not copy or sell all or part of the Software. 

In the event of violation of the foregoing, Djaboo reserves the right to immediately suspend access to the Client's Accounts without compensation, in addition to the implementation of the provisions provided for in article 9.2.2 (Termination for fault) of these GCS .

7.3 Content belonging to the Customer and accessible via the Software

 The Customer is fully and solely responsible for the Content downloaded, stored or uploaded by Users via the Software. Users are informed that the use of the Modules does not exempt them from making backup copies. 
The Client grants Djaboo the right to access User Content in order to operate the Software, ensure its security, and for the purposes of supporting and storing its Content.
The Client agrees that Djaboo has no control over its Content, and undertakes to comply with all legal and regulatory requirements, in particular those related to Personal Data.
The Customer undertakes to respect and to ensure that Users respect the rights of third parties, including personality rights, intellectual or industrial property rights such as copyrights, patent rights, designs and trademarks. .

The Customer is responsible for the Content stored by its own customers to whom it has given access to the Software.

7.4. Payment

The Customer undertakes to make payments to Djaboo in accordance with Article VIII of the GCS.

7.5. Retrieval of the Content by the Customer at the end of the Subscription

The Client is informed that Djaboo does not retain the Client's Content indefinitely. The Customer therefore undertakes to export its data itself from the Modules, at the end of the Term or termination, whatever the cause.
The Customer undertakes to this effect to notify the Users in sufficient time, and by any means, that they must download their data from the Modules. 
Failing this, the Customer may request from Djaboo new access to the Software to recover its Content within a limit of ninety (90) days, under the conditions of Article 9.3.1 (Access to the Software and recovery of data by the Customer) of these T&Cs.

VIII. Price

8.1. Prices applicable to the Software Offering  

The Prices invoiced by Djaboo to the Customer are those in force on the day of Subscription or its renewal. The applicable prices are indicated on the site djaboo.com or communicated by any means chosen by Djaboo to the Client, at his request, before Subscription.
The Prices may differ depending on the Plan and the number of Users, the Modules chosen, the applicable currencies and the possible application of taxes.
The Modules chosen by the Client at the start of the Subscription will commit him for the entire Term. 
During the Term, the Customer may choose a higher Plan, increase the number of Modules and Users, but under no circumstances choose a lower Plan, exchange one Module for another, or decrease the number of Modules or Users.
Djaboo reserves the right to make promotional offers which may differ from the Price policy communicated to the Customer.

8.2. Payment

The total price due under the Subscription is payable in advance, at the start of the subscription or of the renewed period. The Customer makes payments by direct debit from the bank card number provided by the Customer. Exceptionally, Djaboo can accept, without being obliged to do so, payment by bank transfer. 

The Customer may opt for the monthly payment of his subscription, granted by Djaboo under the following conditions:

• Commitment over 12 months;
• Direct debit from the credit card number provided by the Customer.

The Customer guarantees to have the funds as well as the necessary authorizations to use the chosen method of payment. The Customer undertakes to keep active the means of payment (bank account, bank card) associated with his Djaboo account, in particular in the case of direct debit and to inform Djaboo sufficiently early of any change in bank details to enable him to take account of the modifications and to continue the direct debits.
In the event of late payment, the Customer will be subject to a lump sum of forty (40) euros. 
Any delay in payment gives rise to the payment of interest by the Customer on the amount remaining due on the due date.
The interest rate corresponds to the rate applied by the European Central Bank, at maturity, for its operations in euros, increased by ten (10) percentage points.
The Client shall reimburse Djaboo for all costs (including any attorneys' fees) associated with the recovery of payments not honored by the Client.
Djaboo reserves the right, in the event of non-payment by the Customer of one of its invoices, to suspend access to the Software until payment is received in its total amount.

8.3. Invoices

Invoices are issued only electronically, which the Customer expressly accepts. The list of invoices is available online for the Customer from a link communicated to him by Djaboo and in his Customer space. The Customer undertakes not to distribute this link which he can, under his responsibility, activate or deactivate.
The Customer undertakes to inform Djaboo of any change in his postal and bank address or any other information necessary for payment.
Any dispute concerning an invoice must be expressed in a letter or email sent with acknowledgment of receipt within fifteen (15) days from the date of the invoice (or pro forma invoice).
In the absence of such letter or email, the Customer will be deemed to have accepted the invoice.

8.4. Pricing Policy Changes

Djaboo reserves the right to update its Pricing policy at any time subject to the following stipulations:

The Prices applicable to Customers when creating their Account are guaranteed until the renewal of the Term: the new Price policy will only apply to the renewal of the subscription. 
The Customer remains free not to renew the Subscription if he does not accept the new rates. 

IX. Duration & termination

9.1. Duration

The Subscription is made for a Duration of twelve (12) months and can be renewed at the Customer's request for the Duration and the Plans and Modules of his choice. In the absence of renewal requested by the Customer, the Subscription will end on the last day of the Term.

9.2. Termination

9.2.1 Termination for convenience

The Parties undertake to execute all the provisions of these T&Cs until their term. In the event that the Customer wishes to terminate his commitment before the expiry of the term of the current Subscription, he acknowledges that he must nevertheless perform all of his obligations and pay the agreed price for the current Subscription. No refunds or credits can be made for partial use of the Software.

9.2.2 Termination for fault

In the event of a breach by one of the Parties of any of its obligations under the GCS, a breach which would not be remedied within thirty (30) calendar days of receipt of a remains by registered letter with acknowledgment of receipt, the other Party may terminate the Subscription.

In particular, 

• In the event of late payment of more than thirty (30) days, Djaboo may consider that the T&Cs have been terminated on the date on which payment is due. 

• Djaboo reserves the right to unilaterally terminate a Client's Subscription if the Content stored, posted and/or exchanged by Users creates operational problems or problems relating to its servers.

Termination must be notified to the Defaulting Party by registered letter with acknowledgment of receipt.

9.3 Recovery of data at the end of the Term

9.3.1 Access to the Software and recovery of data by the Customer

Notwithstanding the provisions of Article 7.5 of these GCS, the Customer has the possibility, within ninety (90) days following the end of the Term, for whatever reason, to make a request to of Djaboo in order to allow Users to access the Account.

Access to the Account is open for a period of seven (7) days, under the conditions of access to a Trial Account to consult and export the following Content elements, in a structured format, commonly used and readable by any terminal (CSV):

• Documents: quotes, invoices, delivery notes, purchase orders, credit notes, proforma, models, invoicing journal, detail of document lines, list of deadlines;
• Catalog: products, services, statistics, catalog;
• Bank: payments, bank remittances, list of direct debits, list of mandates;
• Subscriptions: subscriptions and occurrences;
• Purchasing: invoices, credit notes, purchase orders, delivery notes, details of document lines, products being ordered;
• Accounting: sales journal, purchase journal, cash journal, bank journal, cash journal, aged balance;
• Stock: stock movements, serial numbers;
• Reports: sales report by product / service, sales report by customer, sales report by checkout.
• Cash flow tables;
• Documents and receipts imported by the User on his banking transactions. 

9.3.2 Return, deletion of Content by Djaboo

The Client has the possibility, within ninety (90) days following the end of the Term, for whatever reason, to request from Djaboo, for a fee, a copy of its Content, which Djaboo will return in a structured format, commonly used and readable by any terminal. 

If the Customer's request concerns elements not provided for in article 9.3.1, or requires the implementation for Djaboo of complex recovery processes, all the costs of recovering the elements listed below, the external support and the secure shipment will be the subject of an estimate and will be borne by the Customer.

Insofar as this recovery is technically possible, these elements and information are as follows:

• Employee connection history;
• Creation & modification history (customers, prospects, suppliers, contacts, products, services, support tickets, opportunities, customer/prospect scoring, marketing campaigns, Redactor models, Redactor documents, supplier invoices, supplier credit notes, supplier delivery notes, supplier purchase orders, timetracking, invoices, quotes, delivery notes, purchase orders, credit notes, proforma, document templates);
• Historical imports of customers, prospects, suppliers, contacts, comments, products, services, inventories, prices, opportunities;
• Email opening history;
• Logs on the use of bank reconciliation. 

Djaboo will delete Customer Content from its servers within eighteen (18) months after the end of their subscription, except for any Content whose longer retention is required by law or a legitimate interest.

X. Liability & Disclaimer of Warranties

10.1 Djaboo's responsibilities and guarantees

10.1.1 General

Djaboo provides the Modules under an obligation of means.
Djaboo does not warrant that the Modules will operate without interruption or malfunction, or will be free from correctable anomalies or errors, or that they are compatible with hardware or configuration other than those expressly approved by Djaboo.
Djaboo reserves the right to temporarily interrupt access to the Modules at any time:

• To carry out an update, technical interventions for maintenance or improvement of the Modules, which will contribute to their proper functioning or to repair a breakdown: Djaboo will make its best efforts to warn the Customer of these interruptions and not to disturb the activity client ;
• In case of unavailability of the servers for any reason whatsoever;
• In the event of non-payment, breaches of the T&Cs and T&Cs, breaches by a third party to the security of the Software and the Content hosted by Djaboo. 

Djaboo will not be liable for any compensation in the event of a temporary interruption of access to the Modules under the conditions mentioned above.
Djaboo does not guarantee that the Subscription to the Modules will improve the performance of the Client's activity.
This clause is essential for Djaboo and forms part of the agreement between the Parties.
Under no circumstances will Djaboo be directly or indirectly liable for any damage caused to Clients, Users or a third party due to their fault. DJABOO reserves the right to stop marketing a Tool without compensation and after two (2) months' notice, and to develop the Software's functionalities at its sole discretion.

10.1.2 Hosting and Retention of Customer Content

The Software is hosted on the dedicated and secure Djaboo platform, in a data center located in France. The Client's Content, whether stored, uploaded or downloaded by Users, is saved on dedicated external servers belonging to Djaboo. The Client's Content is stored on Djaboo's servers for eighteen (18) months after the end of his Subscription, except for any Content whose longer storage is required by law or regulation.

Djaboo only allows access to the Software and Content to persons specifically authorized by Djaboo and by the Customer and implements the technical measures and means necessary to ensure the security of connections, Customer Content and their Character Data Staff.

10.2 Djaboo Warranty Limitation

WITHIN THE LIMITS PROVIDED BY THE LAW IN FORCE, THE SERVICES OF DJABOO (IN PARTICULAR FOR THE MODULES OFFERED FREE OF CHARGE) ARE PROVIDED AND LICENSED AS IS. DJABOO DOES NOT WARRANT THAT THE USE OF THE MODULES WILL BE UNINTERRUPTED OR ERROR FREE.

Whatever the cause, the total cumulative liability of Djaboo can never exceed the amount of the sums actually collected from a Client by Djaboo in remuneration for his Subscription for the Duration. 

However, this liability limit does not apply to liability arising from:

• Death or bodily injury;
• Gross negligence or fraud;
• Any other basis that cannot be excluded or limited under the applicable regulations. 

Djaboo's liability can only be incurred for the damage of which Djaboo is directly and exclusively the cause, without any joint and several liability. 

Djaboo cannot be held responsible for consequential damages such as loss of profits, orders, customers or turnover, moral or commercial prejudice, its liability cannot be sought in the context of an action directed against the Customer by a third. 

10.3 Customer Liability and Warranty

10.3.1 Access to and use of the Software

The Customer acknowledges that the Modules constitute a particularly complex platform, particularly in terms of computer technology. Djaboo uses state-of-the-art processes and techniques. However, in the current state of knowledge, tests and experiments cannot cover all possible uses. The Customer therefore undertakes to bear the risks of inadequacy or unavailability of the Modules.

The Client acts as an independent entity and therefore assumes all the risks of its activity. He is solely responsible for the Subscription, the Content and the files transmitted, distributed or collected, as well as their operation and updating. 

The Customer is responsible for:

• its access and use of the Software by all Users;
• obtaining and maintaining all equipment necessary to access the Software;
• ensure that such equipment is compatible with the Software. The Client may, at his own risk, give access to his Account to his clients. The Customer's insurance must cover these risks. The Customer must make all claims against Djaboo within forty-eight (48) hours of the event.

10.3.2 Customer and User Equipment

Djaboo may recommend technical prerequisites or certain configurations to the Customer for using the Software. The Client and the Users are responsible for monitoring these technical prerequisites or recommendations.
The Customer and the Users are solely responsible for their connection to the Internet as well as for all related costs.
Access to the Modules can be done by means of software downloaded on the Customers' and Users' terminals.
The Client and the Users agree that Djaboo may automatically update such software, and these T&Cs shall apply to such updates.
The Client and the Users declare that they understand that Djaboo cannot be held responsible in the event of an interruption of the Internet, of viruses affecting their data and/or software, of the possible misuse of Account passwords and, more generally, of all damages caused by third parties.

The Customer is solely responsible for the use and implementation of means of security, protection and backup of its equipment, its Content and software.
As such, it undertakes to take all appropriate measures to protect its Content. The User agrees not to commit any act that could jeopardize the security of the software platform.

10.3.3 Customer Warranties

The Customer indemnifies Djaboo, as well as its affiliates and subsidiaries, their officers, directors, employees, agents, against any claim or demand, including reasonable attorneys' fees, made by a third party as a result of the violation of the T&Cs, their misuse of the Modules (including by Users) or the violation of any law or the rights of a third party.

The Customer acknowledges using the Software in compliance with the laws and regulations in force. In the event that Djaboo is held jointly and severally liable within the framework of any administrative or legal procedure, due to the irregular use of the Software by the Client and/or the Users, the Client undertakes to indemnify DJABOO up to the all sums which may be claimed from him.

XI. Intellectual property

11.1 Djaboo intellectual property

The Software and the Site belong without any limitation to Djaboo.

Customer and Users are permitted to use the Software in accordance with the T&Cs, and all rights not expressly granted are reserved.

Djaboo sites and software developed by Djaboo are original works protected by intellectual property rights and international conventions. The Client and the Users guarantee that they will not modify, rent, borrow, sell or distribute these works, or create derivative works based in whole or in part on them. They undertake not to implement reverse engineering (retro-engineering), except under legal conditions.

No use of Djaboo's name or brand can take place without its prior consent.

The Client and the Users acknowledge that Djaboo is the sole owner of its intellectual property rights, and in particular of the Software, and must not at any time contest this ownership or the validity of DJABOO's intellectual property or the rights attached thereto. .

The elements available via the Modules or on the Site such as software, databases, the Modules themselves, the platform, the Web pages, texts, photographs, images, icons, sounds, videos and more generally all information available to Clients and Users is the property, entirely and exclusively of Djaboo.

11.2 Customer Intellectual Property

Neither Party acquires any intellectual property rights over the other's databases, nor over its trademarks, designs, graphics, screens or software. 

Thus, the Customer's Data belongs to the Customer, who however authorizes Djaboo to use this data, exclusively under the conditions and limits provided for by these GCS, and in particular, by its articles 6.2 (Obligations associated with the Customer's Content), 7.3 ( Content belonging to the Customer and accessible via the Software) and XII (Protection of Personal Data).

No use of the commercial names, trademarks, logos of the Customer can take place without the prior consent of the Customer.

11.3 Infringement

11.3.1 Djaboo warranties

Djaboo guarantees the Customer peaceful enjoyment of the Software and undertakes to guarantee the Customer against any action for infringement tending to restrict or prohibit its use.

As such, Djaboo will bear all the costs and expenses, including court costs and lawyers' fees, borne by the Client on the occasion of such an action as well as the amount of the transactional indemnities and/ or damages to which the Client could be condemned.

The above provisions are subject to the following express conditions:

• that the Customer has notified Djaboo, within a reasonable time, of the action or claim or statement that preceded the dispute;
• that Djaboo has been able to freely and at its own expense defend its own interests as well as those of the Client, and that, to do this, the Client has cooperated loyally in the said defense by providing, in due time, all necessary elements, information and assistance.

11.3.2 Customer Warranties

The Customer guarantees Djaboo (i) against any action for infringement relating to the elements made available to it of which the Customer is the author and (ii) that it has obtained from third parties all the required authorizations allowing DJABOO to use the elements provided. by third parties, made available to DJABOO by the Customer.

As such, the Customer will bear all the costs and expenses, including court costs and lawyers' fees, borne by the Djaboo on the occasion of such an action as well as the amount of settlement compensation and /or damages to which DJABOO could be condemned.

This support is subject to the following express conditions:

• that Djaboo has notified the Customer within a reasonable time of the infringement action or the claim or statement that preceded the dispute;
• that the Customer has been able to ensure the defense of his own interests and to do this that Djaboo has cooperated loyally in the said defense by providing, in good time, all the necessary information and assistance. 

XII. Personal Data Protection

12.1 Description and purposes of processing, data collected

Djaboo collects and processes data that Users voluntarily provide in order to access the Software, use the Software, as well as data relating to Users' preferences and traffic, in accordance with its Privacy Policy and at its cookie policy. 

The persons concerned by the processing are: the Client, the Client's employees; the Customer's customers, prospects and suppliers.

Djaboo collects Users' personal data such as: surname, first name, email, address, telephone number, date of birth, photograph, name of their customers or prospects, identifiers, IP address, etc.

The purposes of the processing are:

• The creation of accounts (Djaboo Account, Trial Account);
• The provision of websites and their various functionalities;
• Site and Software security management;
• Management and monitoring of the commercial relationship (subscriptions, orders, payments, complaints and support to Users);
• Management of prospects and requests for information (sending of commercial offers, newsletters, white papers, etc.);
• The management of requests to exercise the various rights of Users: rights of access to their Personal Data, rights of rectification, erasure, opposition, portability and limitation of processing.

12.2 Obligations of the Parties: general

The Parties acknowledge that Djaboo will be required to process the Personal Data entered by the Customer in the various Modules, in its capacity as Software Publisher, for the sole purposes and under the conditions agreed in the GCS, in order to carry out the subject of these GCS and fulfill the obligations incumbent upon it.

Djaboo undertakes to process the Personal Data defined in Article 12.1 hereof.

• In its capacity as data controller, the Customer is responsible for compliance with its own legal and regulatory obligations with regard to the processing of Personal Data. The Customer acknowledges that the measures implemented within the framework of these T&Cs by Djaboo constitute sufficient guarantees of compliance with regard to the regulations, and the Customer undertakes to comply at all times with the laws and regulations in force in the matter. .
• In its capacity as subcontractor, Djaboo limits itself to following the Customer's documented instructions in terms of processing, subject to alerting the Customer in the event of instructions given that do not comply with the regulations.

The Parties acknowledge that the achievement of the object of these GCS and the use of the Modules constitute the documented instructions of the Customer. It is specified that any instruction that is not documented in writing, or that does not comply with the regulations, is not taken into account by Djaboo.

Djaboo immediately informs the Client if, in its opinion, an instruction constitutes a breach of this Regulation or of other provisions of Union law or the law of the Member States relating to the protection of Personal Data.

Djaboo has appointed a DPO who can be contacted at app@djaboo.com.

It is understood that Djaboo cannot be held responsible for the decisions taken by the Client as data controller, it being specified that the purpose of this document is not the provision of legal advice. In particular, if the Customer uses the Modules to process Data or categories of Personal Data (such as sensitive data within the meaning of the GDPR), the Customer does so at his own risk, in his capacity as data controller, and DJABOO cannot be held responsible in the event of a breach of the regulations. 

The Client undertakes to alert Djaboo without delay, in the event of changes in the Client's requests, leading or risking leading to a change in the status of Djaboo with regard to the regulations.

12.3 Obligations of the subcontractor

12.3.1 Cooperation and assistance

The Client acknowledges that the following procedures satisfy Djaboo's obligation to cooperate and assist to enable it to ensure compliance of the processing with the regulations, in particular with regard to:

• Notifications of violations, which will be sent by Djaboo as soon as possible after becoming aware of the said violation (12.3.2 Security and confidentiality);

• Requests to exercise the rights of the Client's customers (access, rectification, opposition, portability). As a subcontractor, Djaboo limits itself to assisting the Customer to enable it to fulfill its own obligations. Thus, DJABOO never responds on behalf of the Client to exercise requests addressed to it directly: in the event that DJABOO should receive such a request, DJABOO will send it to the Client as soon as possible so that the latter can manage the follow-up to be given to it; 

• documents and information necessary for the data controller to fulfill his Accountability obligations.

12.3.2 Security and confidentiality

In its capacity as data controller, the Customer determines and respects the technical and organizational measures relating to the security and confidentiality of the Personal Data processed. The Customer acknowledges that the security measures communicated to him prior to subscription satisfy the obligation of security and confidentiality necessary for the processing to comply with the regulations, and in particular:

• The Modules and Customer Data (application data and files) are hosted in two different datacenters in France;

• The control of the security of the servers and the update of the operating software of Djaboo is carried out in real time;

• Djaboo uses the TLS-V1-3 protocol to encrypt data transfers. This encryption process protects the data by systematically scrambling the information before it is transferred to DJABOO.

• Djaboo only allows access to the Modules and Customer Data to persons specifically authorized by Djaboo and by the Customer. 

• No Djaboo employee has access to the Customer's Data, unless access to this information is necessary for the Subscription or for the achievement of the purpose of these GCS. At the request of the Client or Users and subject to Subscription to assistance services, DJABOO may connect remotely to their Accounts, after formalization of the User's agreement, to assist them in setting up or use of the Modules.

• Each Djaboo employee is bound by a commitment relating to the protection of Personal Data;

• Djaboo will notify the Customer of any violation of the Personal Data entrusted to it by the Customer, as soon as possible after becoming aware of it, taking into account the notification period granted to the data controller by Articles 33 and 34 of the GDPR.

Djaboo will promptly investigate any breach of Personal Data in order to remedy such breach.
Djaboo will promptly inform the Customer of the corrective measures and the measures put in place to remedy them.

• Djaboo undertakes to provide assistance to the Customer in its approach to setting up a study of the impact on privacy, within the limits of the subcontracting service and the information available to DJABOO, without its liability may be sought as a result.

12.3.3 Subsequent subcontracting

The Client accepts that Djaboo may call on subsequent subcontractors acting in its name and on its behalf, in order to assist it in the processing operations of the Client's Personal Data.

Djaboo takes all the necessary precautions in the choice of its subcontractors to whom the Personal Data of its Customers are entrusted and informs the Customer of any planned change concerning the addition or replacement of a subsequent subcontractor by any means written at his convenience.

The Customer may object to such addition or replacement by notifying Djaboo in writing within ten (10) days of receipt of the notice of addition or replacement sent by Djaboo. The Customer acknowledges and accepts that the absence of objection within the aforementioned period is equivalent to acceptance on his part of a new subcontractor. In the event that the Customer opposes the appointment of a subsequent subcontractor for a legitimate reason, the Parties agree that either Party may terminate the Subscription.

Djaboo enters into a contract with any sub-processor containing the same obligations as those set out in these T&Cs, in particular by requiring the sub-processor to process the Customer's Personal Data only in accordance with Djaboo's written instructions.

Djaboo remains fully liable to the Customer for any processing carried out by the subsequent subcontractor in violation of the obligations of these GCS.

12.3.4 Audits

If the Customer deems it necessary to carry out an audit to verify the compliance of the Software with the regulations and these GCS, Djaboo agrees to submit to it under the following conditions:

• Djaboo makes available to the Customer at his request and by email the documentation necessary to demonstrate that DJABOO respects its obligations as a subcontractor. If the Customer considers that this documentation does not allow him to demonstrate compliance with the regulations, the Customer submits a request for an on-site audit, justified and documented, by registered letter with acknowledgment of receipt.

• the audit must be carried out by an independent auditor of notorious reputation, not competing with the commercial activities of Djaboo. This independent auditor is chosen by the Client and accepted by Djaboo.

He must have the required professional qualifications and is subject to a confidentiality agreement.

The Parties acknowledge that all reports and information obtained as part of this audit are confidential information.

The start date of the audit, the duration and the scope of the audit are defined by mutual agreement by the Parties with a minimum notice of 30 working days.

The frequency of audits is limited to one audit per year and must not disrupt Djaboo's activity.

The audit can only be carried out during Djaboo opening hours. The audit does not include access to information unrelated to the processing carried out in accordance with these GCS, nor physical access to the servers on which the Software is stored.

The Client bears all the costs and expenses incurred by the audit and reimburses Djaboo for all the costs incurred for this purpose, in particular, the time spent on the audit on the basis of the average hourly rate of the Djaboo staff who collaborated in auditing.

12.3.5 Location – Data transfers

The Personal Data of Users is hosted in France. 

If Djaboo were to transfer Personal Data to service providers established outside the European Union, Djaboo ensures beforehand that the transfers benefit from a level of protection equivalent to that of the Union and are accompanied by the appropriate guarantees, in particular those provided for by articles 45 and 46 of the GDPR, in particular the Standard Contractual Clauses of the European Commission.

12.3.6 Return, destruction of personal data

At the Customer's option and within 30 days of the Customer's request to Djaboo at the end of the Term, Djaboo will immediately return to the Customer all Personal Data and all copies thereof, or, securely delete or destroy the Personal Data.

12.3.7 Log of processing activities

Djaboo undertakes to keep a register concerning all categories of activities relating to the processing of Personal Data carried out on behalf of the Client containing:

• the name and contact details of Djaboo and its subsequent sub-processors, those of the Client and, where applicable, of the Data Protection Officer of the Client and of Djaboo;
• the categories of processing carried out on behalf of the Client;
• where applicable, the transfers of Personal Data to a third country or to an International Organization and the documents attesting to the existence of the appropriate guarantees imposed by Articles 45 and following of the GDPR; 
• a general description of the technical and organizational security measures referred to in Article 32 of the GDPR.

XIII. Interoperability

In accordance with article L.122-6-1 of the Intellectual Property Code, the Customer may obtain information from Djaboo on the interoperability of the Modules by sending his request by registered mail to: SAS Djaboo, 50 avenue du Lazaret – 17000 La Rochelle.

Djaboo will have a period of two (2) months to send the requested information to the Client. The information will be communicated for the sole purpose of fulfilling its legal obligations. Under no circumstances should this information be provided by the Customer to a third party, even free of charge.

XIV. Subcontracting

Without prejudice to the provisions of article 12.3.3, Djaboo reserves the right to call on subcontractors to assist it in achieving the purpose of these GCS and for the recovery of sums owed by the Customer.  

XV. Various

15.1 Non-Solicitation of Personnel

The Customer undertakes not to hire or solicit the hiring or the services (in any form whatsoever), for himself or for a third party, directly or indirectly, of any employee of Djaboo (that is i.e. of any employee of Djaboo on the day of the conclusion of the Subscription, or who would conclude an employment contract with Djaboo during the Term) or to incite one of the employees of DJABOO to cease the functions that he exercises or will exercise within DJABOO.
This obligation will end twelve (12) months after the termination of the Subscription for any reason whatsoever.
In the event of non-performance of this article, the Customer undertakes to pay Djaboo, as a penalty clause, an amount equal to twelve (12) months of the monthly salary (less employer and employee social security contributions) paid by Djaboo to the employee concerned on the date on which the non-performance of the obligation would be noted.
This penalty will be due for each Djaboo employee hired by the Client or whose services are requested by the Client in any form whatsoever. In accordance with article 1228 of the Civil Code, Djaboo may pursue the forced execution of this obligation instead of claiming payment of this penalty clause.

15.2 Confidentiality

The "Confidential Information" is, without this list being exhaustive, all the information and data communicated by a Party to the other Party, within the framework of the execution of the Subscription, in writing and/or orally, in particular in the form graphs, drawings, plans, reports, customer lists, price lists, results, minutes of meetings, instructions and other elements of any form whatsoever.

Each Party undertakes in its own name (and in the name and on behalf of its corporate officers, employees and subcontractors) to keep strictly confidential, using the same means and procedures as those used for its own confidential information, the Information Confidential.

This obligation of confidentiality does not cover Confidential Information:

• which are in the public domain on the date of their communication nor those which have fallen into the public domain after this date (without this fact resulting from a violation of the GCS)
• that has been communicated to a Party on a non-confidential basis by a source other than the other Party, provided that this is not in violation of a confidentiality agreement or the T&Cs, and
• that a legislative or regulatory provision or a court decision or any authority would oblige to disclose.

15.3 Absence of right of withdrawal

In accordance with article L.121-16-1 III. of the Consumer Code, professionals do not benefit from the right of withdrawal for contracts concluded at a distance.

15.4 Contact

Customers and Users may send their requests to the address hello@djaboo.com or at the Djaboo postal address, 50 avenue du Lazaret, 17000 La Rochelle (France). 

Customers and Users may report abuse, harassment, inappropriate content, privacy complaints or, more generally, any violation of the law by a third party by sending a notification to Djaboo with the following information:

• Date of notification;
• Last name, first name, job, address, nationality, date and place of birth (and for a company: form, name, address and its representative);
• A description of the facts and their location;
• The reason for the notification (with a legal explanation);
• A copy of the letter sent to the author of the content or the justification that this author cannot be contacted.

15.5 Force majeure

Neither Party shall be liable for any defect or delay in performance caused by a case of Force Majeure within the meaning of article 1218 of the Civil Code. In addition, the Parties agree that constitute a case of Force Majeure fires, epidemics, pandemics and state of health emergency, floods, natural disasters, earthquake, interruption of Internet connections by the access provider, acts of vandalism and cyber attacks, strikes, lockouts.
In this case, the obligations of the Parties will be suspended from the notification of this exonerating cause by one of the Parties to the other Party and this, until its termination.
Insofar as such circumstances continue for a period of more than fifteen (15) days, the Parties agree to enter into discussions with a view to modifying the terms of their respective commitments.
If no agreement or no alternative is possible, these commitments may then be terminated without damages, upon simple written notification by registered letter with acknowledgment of receipt, without compensation or notice.

15.6 Severability, Waiver, Invalidity

The T&Cs constitute the entire agreement between the Customers and Djaboo regarding the Subscription.
No waiver by Djaboo of any of its obligations shall be considered or interpreted as a waiver of its benefit. 
If one or more stipulations of the GCS are declared invalid, the others will retain their full force and scope.
In this case, the Parties must, if possible, replace this canceled stipulation with a valid stipulation corresponding to the spirit and object of the GCS.

15.7 Relationship between the parties

The T&Cs can in no way be considered as establishing between the Parties a de facto partnership or a partnership or any other situation involving between them any reciprocal representation or solidarity with regard to third parties. The GCS will not generate any relationship of subordination between the Parties who retain their full and complete autonomy from each other.

15.8 Intuit personae

It is strictly forbidden for Customers and Users to assign all or part of their rights and obligations under the terms of the GCS.

15.9 Article Survival

Sections IX, X, XI, XII, XIII, XVI, XVII and XVIII shall survive expiration or termination of the Subscription for any reason.

15.10 Ethics and sustainable development

The Parties declare to respect the principles defended by the international labor organization and their legislation in force in terms of labor law, to participate in the prevention of risks based on work safety and, more generally, to be in compliance with the legislation in force. health and safety of workers, adhere to the principles of environmental protection and control the consequences of their activity on the environment and participate in the fight against corruption.

XIV. Convention of proof

By express agreement, the Parties acknowledge that the following have probative value:

• Data recorded and timestamped on Djaboo systems
• The orders and computer records of the operations carried out by the Customer on its interface and the subscription management interface.

‍XVII. Applicable law

The T&Cs are governed by French law. 
The effective date of the T&Cs is: May 16, 2022. In the event that a translated version of the T&Cs conflicts with the French version, the French version will prevail.
WITHIN THE LIMITS PROVIDED BY THE LAW IN FORCE, ANY DISPUTE AS TO ITS VALIDITY, ITS INTERPRETATION OR ITS EXECUTION, WILL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS WITHIN THE JURISDICTION OF THE HEAD OFFICE OF DJABOO, INCLUDING IN THE EVENT OF APPEAL IN WARRANTY OR MULTIPLE DEFENDANTS.

XVIII. Electronic signature

The Parties agree to implement a dematerialization and electronic signature process.
The Parties undertake not to contest the admissibility, enforceability or probative force of the elements of the PDF documents sent and validated, or signed electronically on the basis of their format or their electronic nature.