General terms
of use

KA-Groupe – MAGILEADS specializes in providing IT services in SaaS mode. The list of IT services and applications that may be made available to the Client was made available to them on the company's website, www.magileads.com/ , or when a commercial proposal was sent.

The services offered by MAGILEADS are accessible remotely, via the Internet network.

The Client wishes to use an external IT solution for the specific needs of their business.

In witness whereof, the following has been agreed and resolved:

Glossary

URL address: A set of data that allows access to information on the Internet via a web browser. It notably contains the server name and the path to the document.

Applications: Refers to all the software programs and solutions made available to the Client in SaaS mode.

Client: Any natural or legal person who signs these general terms and conditions of sale.

Contract: The term "contract" refers to this document.

Data: Refers to all information and data of the Client generated by the implementation of applications or processed by them.

Customer area : Secure area on the website www.magileads.com , accessible only to MAGILEADS customers, allowing access to their personal data, downloading their quotes and invoices, and making payment.

Internet: Refers to the set of interconnected networks, which are located in all regions of the world.

SaaS: Software as a Service is a concept that involves offering a subscription to software provided "as a service", rather than the purchase of a license.

Services: Refers to all services and software solutions that MAGILEADS undertakes to provide to the Client in execution of the Contract.

Solution: "IT solution" or "Software solution" refer interchangeably to the services, software and infrastructure made available to the Client.

Article 1. Purpose

These General Terms and Conditions of Sale apply to all services provided by MAGILEADS to its professional clients, regardless of any clauses that may appear on the Client's documents, and in particular its general terms and conditions of purchase.

The contract consists of the following contractual documents, presented in descending hierarchical order of legal value:

• The general terms and conditions of sale and service;
• Any subsequent amendment to this contract

In the event of a conflict between one and/or more provisions contained in one of these documents, the higher-ranking document shall prevail.

Any conflicting stipulation appearing in any other document is deemed null and void (email, fax, etc.). It is understood that any modification, particularly handwritten ones, whether it concerns an essential element or not, or whether it consists of adding or deleting any element whatsoever, must be expressly accepted in writing by the parties.

Article 2. Contract Duration

These General Terms and Conditions of Sale and Service shall come into effect on January 1, 2022 (01/01/2022) for an indefinite period.

Article 3. Business Proposal

It is the Client's responsibility to be exhaustive in stating their own needs, to assess their suitability to the software solution, and to ensure that they have the necessary skills to use it.

The Client acknowledges having been informed of the need to be assisted by MAGILEADS or by any other professional of its choice, in order to assess its needs and to be able to use the SaaS Solution according to the conditions referred to herein.

Article 4. Order

Sales are deemed complete after the establishment of a commercial proposal and express written acceptance of the Client's order by MAGILEADS.

When the customer places their order online, the sale will be complete when MAGILEADS acknowledges receipt to the customer of the order form completed online and the payment.

All requests to modify and add services to an order will only be validated upon express written acceptance by the parties.

Cancellation of the order by the Client after its acceptance by MAGILEADS, for any reason whatsoever, will result in the total invoicing of the service, as damages, in compensation for the loss.

Article 5. Price

The services offered by MAGILEADS are provided at the rates in effect at the time the order is registered by MAGILEADS, according to the commercial proposal established by MAGILEADS. Prices are expressed in Euros excluding tax. Prices will be revised annually based on changes in the Syntec .

Article 6. Payment Terms

Payment terms may differ depending on the service provided.

The deposit is due on the day the order is placed, the balance is due on the day the invoice is issued.

When a payment schedule is included in the commercial proposal, the price is payable in several installments, in the manner and at the times set by the payment schedule.

An invoice is issued by MAGILEADS and given to the Client, or made available to them on the Client Area, when the ordered services are provided.

No discount is offered by MAGILEADS.

Any disagreement concerning the billing and the nature of the services must be expressed by post to the Accounting Department, located at 40 rue de plaisance, 75014 Paris, or by email to moc.sdaeligam@atpmoc within one (1) month after the issue of the purchase order or the invoice concerned.

Payments made by the customer will only be considered final after MAGILEADS has effectively received the amounts due.

In the event of late payment of the sums due by the Client appearing on the commercial proposal and/or on the invoice, late payment penalties will apply, in addition to a fixed compensation, in accordance with Decree No. 2012-1115 of 02/10/2012 , for recovery costs of EUR 40.

As a penalty clause, any failure to pay will result in the demand, without prejudice to any other legal recourse, of 15% of the sums due and remaining unpaid.

These penalties will automatically and legally accrue to MAGILEADS, without any formality or prior notice.

Any delay will also result in the immediate demand for payment of all sums owed by the Client, without prejudice to any other action that MAGILEADS may be entitled to take against the Client in this respect.

Furthermore, MAGILEADS reserves the right, in the event of non-compliance with the payment terms set forth above, to suspend or cancel the provision of services ordered by the Client and/or to suspend the performance of its obligations. Suspension of a service does not result in the suspension of its invoicing.

Article 7. Commitment of duration and renewal

MAGILEADS' services are subject to an initial commitment depending on the option chosen by the Client when subscribing:

• • One (1) month, if the Customer opts for the monthly subscription.

  • Twelve (12) months, with a 20% discount, if the Customer chooses the annual subscription.

At the end of this initial period, the subscription will be tacitly renewed for successive periods of one (1) month or one (1) year, depending on the subscription plan.

For a monthly subscription, cancellation must be made at least 7 days before the expiry date. For an annual subscription, this period is 30 days.

Upon renewal, the applicable rates and taxes will be those in effect on that date. The Customer will be informed of any rate changes at least 10 days before their subscription renewal.

Termination may be effected under the conditions set forth herein.

Article 8. Delivery

MAGILEADS undertakes to make its best efforts to provide the services requested by the Client within the time limits stipulated in the Commercial Conditions.

However, these deadlines are provided for informational purposes only and any delay will not give rise to any damages, withholding of payment or cancellation of the order by the Customer.

If the ordered services have not been provided within one (1) month of the indicative date specified above, for any reason other than force majeure or the Client's own actions, the sale may be cancelled at the Client's written request. The sums paid by the Client will then be refunded.

In the absence of reservations or complaints expressly made by the Client upon delivery of the products and services, these shall be deemed to conform to the order, in quantity and quality.

services to issue, by post to the Accounting Department, or by email to compta@magileads.eu , such reservations or claims, with all supporting documentation.

No claim will be validly accepted if the Client fails to comply with these formalities and deadlines.

Article 9. MAGILEADS' Responsibility

MAGILEADS shall under no circumstances be liable for any indirect damages suffered by the Client that may arise from or in connection with the performance of this Contract and its consequences. Indirect damages include, but are not limited to, loss of earnings or profits, loss of data, loss of opportunity, commercial damages, and the consequences of third-party claims or demands against the Client, even if MAGILEADS has been advised of the possibility of such damages.

In any event, MAGILEADS' liability for any damage incurred by the Client, for any reason whatsoever and regardless of the legal basis invoked and upheld, for all damages combined, shall be expressly limited to the following amounts: When such damages are related to the implementation or deployment of the software solution, twice the amount of the costs associated with putting the solution into service: commissioning fees, specific developments, and consulting. The amount of fees related to license fees and training is expressly excluded.

This clause is considered essential and decisive by MAGILEADS, which cannot enter into a contract without it. The Client undertakes to inform MAGILEADS in writing if the guaranteed sums are insufficient to cover any risk incurred for its data and/or its business.

The Client will then need to take out additional insurance to provide them with sufficient guarantees.

Article 10. General Guarantees

MAGILEADS expressly guarantees that the products and services ordered conform to the contractual documents.

MAGILEADS guarantees to the Client that any service, software solution, documentation, or other element covered by an intellectual or industrial property right belonging to a third party or to itself, which it would use or make available, does not present any infringement of the intellectual or industrial property rights of third parties.

If all or part of the service performed by MAGILEADS is found to constitute infringement, unfair competition or any other violation of intellectual property rights, MAGILEADS shall either obtain the right for the Client to continue using the IT services, which are the subject of the action in question, or replace them with equivalent elements which do not constitute the violation of the rights alleged or modify the Services to avoid said violation.

The warranty obligation does not apply in the case where the Client has himself made or had made modifications to the software solution.

The Client warrants that it has obtained the necessary authorizations when it asks MAGILEADS, in the context of the performance of the services, to use any software solution, documentation or other element covered by an intellectual or industrial property right belonging to a third party.

The Client shall guarantee MAGILEADS against any complaint, claim, action for infringement or unfair competition relating thereto, and shall bear, where applicable, all amounts, costs and expenses relating to such infringements and borne by MAGILEADS.

Article 11. Confidentiality

Definition of Confidential Information

Within the framework of this contract, the term "Confidential Information" covers all information, data, documents of any kind of one Party that are transmitted or made known to the other Party in writing or orally or by any other means and includes without limitation all technical, commercial, strategic, financial information, studies, specifications, software, components, products and equipment.

Information that is publicly accessible or publicly disclosed without a contractual or legal breach of confidentiality is not considered Confidential Information.

Protection of confidential information

The Party receiving the Confidential Information undertakes to the other Party to protect and keep it strictly confidential and then to handle it with care.

Any disclosure of Confidential Information to a Third Party is prohibited without the prior written consent of the other Party.

Internally, i.e. within the contracting companies, Confidential Information may be transmitted only to those who need to know it, and only for the purposes for which it was disclosed.

This confidentiality agreement will remain in effect for a period of five (5) years from the date of termination of the relationship between the Parties, for whatever reason.

Sensitive data

When communicating so-called "sensitive" data, the Client will formally notify MAGILEADS in writing so that the processing of this data can be subject to specific control.

MAGILEADS will implement appropriate technical and organizational measures to protect this "sensitive" data, which will then benefit from a higher level of protection, particularly in the context of data transmission over the network.

The implementation of exceptional protection procedures may be subject to a specific charge.

Authorized third parties

MAGILEADS is expressly authorized to exchange any Confidential Information relating to the Services with Third Parties who have been specifically designated by the Client for their own missions: Chartered Accountant, IT provider, partner and/or investor, consultant, logistics provider, etc.

The client will inform MAGILEADS in writing of any limitation it intends to apply to this clause.

The Client guarantees the handling of Confidential Information by these Third Parties in the same way as by itself.

Advertising and promotion

The Client expressly authorizes MAGILEADS to make use of the services provided to it, and in this context authorizes the reproduction of its logo and trademark on any advertising, communication, regardless of the medium.

Article 12. Security

MAGILEADS uses technical and organizational measures to prevent any fraudulent access to or use of the data transmitted to it, and to prevent its loss, alteration and/or destruction.

Backup procedures

MAGILEADS regularly and redundantly backs up the data stored by the Client for its business, in accordance with Article 34 of Law No. 28-17 of 6 January 1978 relating to information technology, files and freedoms which provides that: " The data controller is required to take all necessary precautions, in view of the nature of the data and the risks presented by the processing, to preserve the security of the data and, in particular, to prevent it from being distorted, damaged, or from being accessed by unauthorized third parties (...)."

To complement these measures, the Client must implement an independent, recurring and reliable backup procedure, using the extraction functionalities made available to them through the software solution, or via the Client Area.

Access to software and/or the Customer Area

The login credentials for accessing the software solution and/or the Customer Area must be defined or redefined by the Customer. These credentials are personal and confidential.

The Client is fully responsible for the use of the identifiers and the safekeeping of the associated access codes and assumes responsibility for the security of their computer equipment.

Article 13. Operating Data

The data used, processed, hosted, backed up or stored by MAGILEADS on behalf of the Client remains the property of the latter.

Access to the data is reserved solely for the Client. However, the Client is informed and agrees that MAGILEADS may also access it solely for the purposes of carrying out its mission and improving the quality of its services.

The Client is responsible for the processing of personal data and retains full control over the data to which MAGILEADS may have access within the framework of contractual relations.

MAGILEADS acts only as a subcontractor within the meaning of the legal provisions relating to the protection of personal data, provisions which it undertakes to respect.

MAGILEADS undertakes not to undertake, on the elements made available to it by the Client, any act which may constitute a violation of rights or a counterfeit.

MAGILEADS undertakes not to exploit or use the personal data contained in the Computer System for its own needs or on behalf of third parties.

The Client shall be responsible for any declaration and/or administrative procedure (in particular any declaration to the CNIL), necessary for the collection and recording of personal data which it enters via the IT Solution.

The Client guarantees MAGILEADS against any complaint or claim relating to the use of the IT Solution by the Client himself, or by any third party to whom he may have given access, and shall bear, where applicable, all amounts, costs and expenses relating to such breaches and borne by MAGILEADS.

Article 14. Customer Responsibility

It is recalled that the execution of the Contract requires active collaboration between the Client and MAGILEADS, as well as the provision of fair information.

The Client undertakes to provide MAGILEADS with all documents and information necessary for the performance of the agreed services and to take all organizational measures to ensure the collaboration of its staff with that of MAGILEADS.

The Client must implement all the necessary means for the success of their project, and in particular:

• Appoint a Project Manager who will be vested with decision-making power regarding the solutions proposed by MAGILEADS;
• Subscribe to a service contract that meets your needs;
• To ensure the training of its staff.

In the event that the Project Manager no longer has the necessary availability to monitor said project, or in the event of his departure from the Client's company, the latter undertakes to take all necessary steps to compensate for this deficiency, in particular by appointing a new contact person and reorganizing training.

Furthermore, when all or part of the services are performed at the Client's premises, the Client undertakes to provide MAGILEADS staff with working conditions adapted to their needs.

Unless otherwise stipulated, the Client is also responsible for the acceptance testing of the software solution.

The Client acknowledges having been informed of the need to seek assistance from MAGILEADS or any other professional of its choice, if it considers itself unable to carry out the pre-commissioning testing procedures for the IT solution.

Article 15. Insurance

Each party is responsible for any direct and proven losses and/or damages it causes to the other party as a result of a breach of its obligations under this contract.

Each party declares that it is insured with a reputable and solvent company and will maintain all insurance policies up to date, to cover all damages caused to the other party or to any third party as a result of the obligations of this contract.

The insurance policies taken out must necessarily cover, at a minimum, the following damages:

• Traditional civil liability: Premises, persons, personal injury, etc.
• IT civil liability: Computer system, data, business interruption.

Each party will provide justification upon the first request from the other party.

Article 16. Termination / Suspension

Termination without cause

Subject to compliance with its contractual obligations, the Client may terminate this contract without having to justify its decision, by giving one (1) month's notice, either by registered letter with acknowledgment of receipt or by email to the following address: moc.sdaeligam@atpmoc . In this case, no refund will be due from MAGILEADS. The Client agrees to immediately pay all sums and fees remaining due under this contract.

MAGILEADS may terminate this contract at any time during its term, automatically and without having to justify its decision, subject to six (6) months' notice given by registered letter with acknowledgment of receipt. MAGILEADS undertakes to reimburse the Client for the pro rata amount paid for the unfulfilled period of the contract.

Termination in case of breach

In the event of a breach by either party of any of its obligations under the contract, which is not remedied within thirty (30) days from the date of a registered letter with acknowledgement of receipt notifying the breaches in question and sent by the complaining party, the contract shall be terminated automatically, without prejudice to any damages that may be claimed from the defaulting party.

The notification date used for the letter specifying the shortcomings in question will be the date of first presentation, in the case of a registered letter with acknowledgment of receipt, otherwise the date of the postmark.

This contract may be terminated automatically in the event of force majeure.

Article 17. Reversibility

In the event of termination of the contractual relationship, for whatever reason, MAGILEADS undertakes to return or destroy, at the client's choice, all data belonging to it.

The return or destruction will be carried out within thirty (30) days from the receipt of a request sent by registered letter with acknowledgment of receipt.

In the event of data recovery, the data will be transmitted to the client in a standard format readable in an equivalent environment. However, it is understood between the parties that MAGILEADS does not guarantee either the compatibility of the recovered format with the client's IT application intended to receive it, or the integration time of said data.

Upon request and subject to the invoicing of an additional service, MAGILEADS can assist the Client in order to facilitate the recovery of data.

These assistance services will be billed at the current rate.

The Client is informed and agrees that MAGILEADS will delete all of its data after a period of one (1) month following the termination of a product or service provided by MAGILEADS and in the absence of a request for restitution.

Article 18. Non-solicitation of staff

The Client agrees not to engage or employ, directly or indirectly, any MAGILEADS employee involved, or expected to be involved, in the performance of the Services, without the express prior consent of MAGILEADS, even if the initial request is made by the employee himself.

This waiver is valid for the entire duration of this contract, and for a period of two (2) years after the expiry of any service performed by MAGILEADS.

In the event that the Client fails to comply with this obligation, it undertakes to compensate MAGILEADS, in particular for selection, recruitment, training costs, and damages resulting from commitments already made, by immediately paying a lump sum excluding taxes, plus VAT, equal to three (3) times the new gross annual remuneration of the person concerned, or, if this is higher, to three (3) times his former gross annual remuneration.

Article 19. Intellectual Property

The Client is and remains the owner of all data that it uses via the application services under the Contract.

MAGILEADS is and remains the owner of the property rights relating to all elements of the application services and solutions made available to the Client, as well as more generally the IT infrastructure implemented or developed within the framework of the Contract.

The Contract does not grant the Client any ownership rights to the solutions. The temporary provision of the solutions under the conditions stipulated in the Contract shall not be construed as the transfer of any intellectual property rights to the Client, within the meaning of the French Intellectual Property Code.

The Client is prohibited from reproducing any element of the software, or any documentation relating thereto, by any means whatsoever, in any form whatsoever and on any medium whatsoever.

Non-waiver

It is formally agreed between the Parties that any tolerance or waiver by one of the Parties, in the application of all or part of the commitments provided for in the Contract, whatever its form, frequency or duration, shall not constitute a modification of the Contract, nor be capable of creating any right whatsoever.

Severability of clauses

If any provision of this contract is found to be invalid under any applicable law or final court decision, it shall be deemed unwritten, without invalidating the contract as a whole or affecting the validity of its other provisions. The failure of either party to enforce any provision of this contract, or its acquiescence in any breach thereof, whether permanent or temporary, shall not be construed as a waiver by that party of its rights under that provision.

In this case, the parties shall, as far as possible, replace the invalidated provision with a valid provision corresponding to the spirit and purpose of the contractual terms.

Titles

The headings of the articles herein are for the sole purpose of facilitating references and do not in themselves have contractual value or any particular meaning.

Modifications

These General Terms and Conditions of Sale may be modified at any time. Any new order implies full and unreserved acceptance of the new General Terms and Conditions of Sale.

Notifications

All correspondence addressed to MAGILEADS must be sent to its registered office address: 40 rue de plaisance – 75014 Paris – France.

Circulation of the contract

Since this contract is concluded "intuitu personae", the parties are prohibited, on the one hand, from transferring, for any reason and in any form whatsoever, whether for consideration or free of charge, the contract or any of their rights and obligations to a third party and, on the other hand, from entrusting to a third party the execution of all or part of their contractual obligations.

Computer evidence

Unless proven otherwise, the data recorded by MAGILEADS via its website www.magileads.com/ and/or the Software Solution constitutes proof of transactions between MAGILEADS and the Client.

Article 21. Jurisdiction – Applicable

This contract is subject to French law, even if one or the other of the parties is of foreign nationality and/or the services are performed in whole or in part abroad.

Prior to any legal action, the parties agree to seek an amicable solution through conciliation or negotiation.

In the event of failure to reach an amicable solution, any dispute relating to the formation , interpretation, or performance of this contract shall fall under the exclusive jurisdiction of the courts of Paris, even in cases of urgency, regardless of whether there are multiple defendants or third-party claims. This jurisdiction also applies to summary proceedings.

SERVICE LEVEL AGREEMENT (SLA)

Preamble

MAGILEADS specializes in providing IT services in SaaS mode. The list of IT services and applications that may be made available to the Client was made available to them on the company's website, www.magileads.com , or when a commercial proposal was sent.

The services offered by MAGILEADS are accessible remotely via the internet.
The Client wishes to use an external IT solution for their company's specific needs.

Glossary

Software as a Service: The terms "SaaS software", "SaaS software", "Subscription service", "Software", "Application", refer to software provided through a subscription and including service provision.

Main service and complementary service: A main service is a service that can be used independently of any other service.

A complementary service (or new service) is necessarily linked to a main service: an add-on option or module, for example.

User permissions: "User permissions" are settings affecting a User, allowing you to extend or limit their rights and powers on the application.

User: Refers to any person accessing the software solution.

Administrator User: Refers to an application user with extended, or even total, user permissions on the software.

End User / User Access / User Account: Refers to the employees or any other natural or legal person to whom the Client has entrusted identifiers allowing access to the software solution.

Identifiers: Refer to the User's unique identifier (login) and the login password (password).

Operational data: Refers to the data entered and generated by the application.

Stored files: Refers to any file downloaded for storage in the application, the original of which is kept by the Client.

Initial order and additional order: An initial order is the order for a main service, with or without additional services.

An additional order is a subsequent order for additional services.

Article 1. Purpose

These Special Conditions apply to the provision of any SaaS Software by MAGILEADS to professional clients, regardless of any clauses that may appear on the Client's documents, and in particular its general terms and conditions of purchase.

The Client's use of the SaaS IT solutions marketed by MAGILEADS necessarily implies acceptance of these terms and conditions. Any modification to these provisions will be binding on the Client as soon as it is communicated, regardless of the means.

Article 2. Ordering and delivery of subscriptions

Activating the application

After receiving the order by MAGILEADS, the Client will receive instructions by email, as well as a username and password allowing them to access the Application.

The date on which the instructions are provided will be recognized as the delivery date of the ordered service.

Once the password has been issued, MAGILEADS is no longer responsible for it. The Client is therefore advised to change it immediately.

Creating additional user accounts

When using the applications provided by MAGILEADS, the user may have the option to create new user access accounts.

These user accesses are billed according to the applicable pricing conditions from the moment of activation.

Activation of additional services

When using the applications provided by MAGILEADS, the user may have the option to activate additional services.

These new services are billed according to the applicable pricing conditions from the moment of their activation.

User permissions

The Client is solely responsible for the distribution of user access and the allocation of Permissions within the applications provided, particularly when such access allows triggering such additional commands.

Article 3. Financial Conditions

In return for the right to use MAGILEADS software, associated with support and maintenance services, the Client must pay a fee, also called a subscription.

The billing frequency for this subscription is adapted to the commitment period of the subscribed service.

All subscriptions are billed in advance. Subscriptions must be paid by monthly direct debit or recurring payment by credit card. Payment methods by check, bank transfer, or administrative order must be requested by email to the administrative department at
moc.sdaeligam@atpmoc and approved in advance by MAGILEADS. The security guarantees provided by MAGILEADS for transactions are identical to those obtained by MAGILEADS from the payment system provider.

Unless the customer provides evidence to the contrary, the computerized records, kept in the computer systems of MAGILEADS and its partners under reasonable security conditions, will be considered as proof of communications, orders, validations and payments made between the customer and MAGILEADS.

This information will be considered valid between the parties unless the client provides written proof to the contrary.

Issued invoices are immediately available in the customer area accessible from the MAGILEADS website, access to which is reserved for the Customer, and for which only he knows the login details.

Invoices are payable upon issuance.

If the Client has not paid the subscription price by the due date, MAGILEADS may, at its discretion, suspend the execution of the contract.

The suspension of service does not stop billing. To reactivate their account, the Customer must pay the full amount owed to MAGILEADS by credit card through their online account.

Article 4. Duration of commitment

Subscription

The service subscription, which can begin with a free trial, is automatically renewed at the end of each period. Any period started is billed in full.

Renewal

The contract is renewed automatically and tacitly unless terminated by the customer in accordance with the provisions set forth herein. Upon renewal, the commitment period is extended for a duration equivalent to the billing period chosen by the customer.

Additional order

Ordering additional user account(s) does not change the initial commitment period. These accounts are subject to a 1 (one) month commitment.

Ordering additional services is subject to a commitment period that may vary depending on the service purchased. The Client will be informed of the duration of this commitment when placing their order; by default, it is one month.

When this period exceeds the duration of the commitment to which the main service is subject, the commitment to the main service is postponed accordingly.

Article 5. Access to the solution

The SaaS solution is available on the internet via a URL provided by MAGILEADS. When the client provides a URL, it is in addition to the one already provided by MAGILEADS. Both URLs function simultaneously.

The Client is solely responsible for the proper functioning of the URL they provide. They must ensure that its configuration complies with MAGILEADS guidelines.

MAGILEADS reserves the right to refuse the use of a URL provided by the Client.

Article 6. Software Compatibility

In order to use SaaS solutions, the Client must have adequate computer equipment and a sufficiently high-quality Internet connection.

Within the framework of this agreement and unless otherwise specified, the guarantees provided to the Client are limited to the reference environment described below:

• Computer equipped with at least a 2 GHz processor, 4 GB of RAM and 64 MB of graphics memory;
• Screen with a minimum resolution of 1024 by 768 pixels;
• ADSL, cable or fiber optic internet connection
• Operating system: MS Windows, Mac OS or Linux
• Latest version of the Google or Firefox internet browser

When the Software sheet extends the compatibility criteria, these mentions are provided for information purposes only and cannot engage the liability of MAGILEADS.

When the Software sheet restricts compatibility criteria, these statements are provided as mandatory and the Client must comply with them in the context of using the Software.

The Client is informed that MAGILEADS has no control over the technical developments of Internet browsers. In the event of incompatibility between the Software and the browser, due to a browser update, MAGILEADS has thirty (30) days to update the software accordingly.

In the event of a technical impossibility, MAGILEADS may modify the application prerequisites.

Article 7. Technical resources, data volume

The hosting of the SaaS Solution provided by MAGILEADS is characterized by hardware resources, including disk space consumed by the client's files, space used by their data, computing power and bandwidth.

The quotas and restrictions on the use of these hardware resources are specified on the description sheet of the chosen SaaS Solution, and depend on the number of declared user accesses.

To ensure the processing of Client data, quotas and restrictions on the quantity of the same type of data processed may be applied, and are specified on the description sheet of the chosen SaaS Solution.

If one of these quotas is not met, the Customer will have to subscribe to a service adapted to their consumption.

Article 8. Security

The Client is solely and totally responsible for the use, storage and confidentiality of the usernames and passwords enabling access to the software provided by MAGILEADS.

The Client is responsible for defining its own IT security policy, and must implement it through organizational and material means adapted to its challenges.

Hacking or unauthorized access

In the event of hacking or fraudulent access to the software, MAGILEADS may suspend access at its discretion, immediately and without notice.

This interruption does not entitle the Client to any compensation.

Article 9. Safeguard

Operating data 

As part of its services, MAGILEADS ensures the backup of the Client's operating data every 48 hours.

MAGILEADS undertakes to restore a backup according to the following terms:

• Free of charge, in case of a technical problem attributable to MAGILEADS;
• As an additional service billed at the current rate, for any other reason (in case of handling error, malicious use of the solution, etc.).

As part of the free backup restoration service, MAGILEADS restores the backup in its entirety and cannot respond to requests for partial data restoration.

File storage

In the context of files imported by the Client into the SaaS Solution, the Client is responsible and will personally take care of storing the original files on an independent computer system.

Testing, training, or free applications

The data contained in these applications is not backed up, nor is it subject to the guarantees provided by MAGILEADS.

Article 10. Commitment to availability

Access to Services

MAGILEADS makes the SaaS Software available to the Client, via the internet network, 7 days a week and 24 hours a day.

However, MAGILEADS reserves the right to restrict access to the SaaS Solution, either totally or partially, in order to perform maintenance.

MAGILEADS will inform the Client of such operations by any means.

Maximum Software Downtime Rate

The maximum monthly unavailability rate of the Software is set at 1% (one percent) of the time.

Maintenance periods carried out between 8 p.m. and 8 a.m. are not included in this measurement.

MAGILEADS cannot be held responsible for difficulties accessing SaaS Solutions due to internet network disruptions.

Penalties

If this tolerance for unavailability is exceeded, the Client will be entitled to claim payment of a penalty from MAGILEADS.

For each hour of unavailability beyond the defined maximum monthly rate, the amount of the penalty due will then be equal to 1/100th of the monthly billing for the service concerned, during the month in which the excess was noted.

The amount of this penalty cannot exceed the amount of the monthly bill.

Measurement of availability rate

MAGILEADS implements availability rate control procedures and is committed to communicating truthfully the information resulting from this control.

In the event that the Client disputes the measures taken by MAGILEADS, it may implement a contradictory control solution subject to informing MAGILEADS with a notice of 7 (seven) days.

All costs related to this inspection will be borne by the Client.

Article 11. Commitment to fluidity

Commitment to smooth service

MAGILEADS is committed to providing a reasonable response time for the user in terms of service fluidity.

This reasonable response time is assessed based on the technical constraints of the service used and the frequency of its consultation.

For the display of current pages, a maximum average delay of 5 (five) seconds must be respected by the application.

For the display of search results, the application must respect a maximum average delay of 10 (ten) seconds.

The following pages are excluded from this maximum average timeframe:

• allowing the import or export of data,
• display of advanced search results,
• displaying summary tables or statistics,
• file downloading,
• batch processing.

These commitments are only enforceable against MAGILEADS if the Client strictly adheres to the quotas and restrictions stipulated in the contract.

Measuring service fluidity

MAGILEADS implements procedures to monitor the fluidity of services, and is committed to communicating truthfully the information resulting from this monitoring.

The measurement of service fluidity is carried out on a set of 10 successive measurements, spaced at a minimum interval of 1 hour, over a maximum period of 24 hours.

In the event that the Client disputes the measures noted by MAGILEADS, it may request the implementation of an adversarial control procedure.

All costs related to this inspection will be borne by the Client.

In the event of a proven failure by MAGILEADS, the cost of the tests charged by MAGILEADS will be fully refunded to the Client, and MAGILEADS will have to correct the anomaly within a reasonable time, and carry out new measurements free of charge.

Article 12. Requests for intervention

To ensure quality service, MAGILEADS provides user support and corrective maintenance services.

These interventions are provided as part of access to the SaaS Service under the conditions set out in the General Support Terms and Conditions.

Article 13. Third-Party Systems

Within the framework of the SaaS Service, MAGILEADS' commitments only concern software published and provided by MAGILEADS.

In particular, MAGILEADS cannot be held responsible for malfunctions whose origin is linked, directly or indirectly, to a Third Party Computer System.

Article 14. Updates

Minor update

These updates include minor modifications to the application and fixes for malfunctions.

Minor updates are performed by the Client and do not require any special technical skills.

Major update

These updates bring new features and sometimes significantly change the behavior of the software.

Major updates are performed by MAGILEADS, either free of charge or for a fee.

Article 15. Termination

In the event of a serious breach by one of the Parties of any of the obligations arising from the contract, the other Party may give notice, by registered letter with acknowledgment of receipt, to remedy this breach within a maximum period of one (1) month, with express reference to this clause.

If this or these shortcomings are not remedied within one (1) month, the contract will then be automatically terminated without notice or legal formality.

Termination initiated by the Client

When the subscription begins with a trial period, the Customer may, throughout the trial period, cancel their subscription at any time by sending a simple email to compta@magileads.com . Any cancellation request made before the end of the trial period is not subject to any notice period and will not incur any charges .

In all other cases of subscription cancellation requests, regardless of the reason, the customer must send their cancellation request by email to compta@magileads.com of the one-month notice period that begins upon receipt of the cancellation request, and in accordance with the duration of your commitments.

Termination initiated by MAGILEADS

Termination of this contract in the event of non-performance of one of its contractual obligations by the Client, automatically and by operation of law results in the forfeiture of the term for all sums owed by the Client to MAGILEADS, including sums due under contractual commitments, which become immediately payable.

Article 16. Reimbursement

Termination of this contract in the event of non-performance of one of its contractual obligations by the Client, automatically and by operation of law results in the forfeiture of the term for all sums owed by the Client to MAGILEADS, including sums due under contractual commitments, which become immediately payable.

Article 17. Final Provisions

The contract, these contractual terms and conditions and all legal relationships arising therefrom are governed by French law.

For all disputes arising from or related to this contract or these contractual terms, the competent courts shall be those of Paris (75, France), to the exclusion of any other jurisdiction