CONDITIONS GENERALES DE VENTE
SOPRISM SA 45/12 rue de Baume 7100 La Louvière – RPM Mons 0545.938.665
1. PURPOSE
1.1 These general terms of sale (hereinafter “GTS”) are applicable to all orders placed from the SoPRISM public limited company (hereinafter “SOPRISM”), the registered office of which is located at rue de Baume 45/12, 7100 La Louvière, registered in the Crossroads Bank for Enterprises under no. 0545.938.665.
1.2 The contractual relationship between SoPRISM and the person wishing to place an order (hereinafter the “Client”) shall be governed by these GTS, the estimate described in article 3 (hereinafter the “Estimate”), the SoPRISM privacy policy (hereinafter the “policy”) and, where applicable, the collaboration contract (hereinafter the “Collaboration Contract”) executed between SoPRISM and the Client, to the exclusion of any potential terms of the Client. These documents are hereinafter jointly referred to as the “Contract”.
1.3 In the event of a contradiction between the GTS, the Estimate, the Policy and the Collaboration Contract, the Collaboration Contract shall take precedence.
1.4 In the event of discrepancies between the language versions of these GTS, the Policy and, where applicable, the Collaboration Contract, the version in the French language shall prevail.
1.5 At the moment of placing the order, the Client acknowledges having read, understood and accepted these GTS in their entirety.
2. PRODUCT FEATURES
2.1 SoPRISM has developed software in the form of an ergonomic and customised Dashboard design to use several types of data from social networks in order to offer Clients better knowledge of their customers and/or designated target groups (hereinafter the “Solution”).
2.2 The method of operation used by SoPRISM enables the Client to preserve the anonymity of its customers and prospects. SoPRISM does not process any personal data on the customers of the Client, with all of these being encrypted and anonymised by Facebook.
2.3 The Client may, at its choice:
– sign up to a monthly subscription for the Solution. In this case, SoPRISM and the Client shall execute a Collaboration Contract which shall complement these GTS.
– order one or more specific reports.
3. ORDER PLACEMENT
3.1 Through its order, the Client declares being perfectly aware of the technical specifications of
the Solution and undertakes to use it in strict compliance with the requirements of SoPRISM.
3.2 Any and all orders and potential modifications thereto shall be subject to written confirmation from SoPRISM.
3.3 A Client wishing to place an order must:
- To carry out a specific study: (i.) return the final estimate sent by SoPRISM online, completed and (ii.) signed. This Estimate shall be valid for one month to be counted from the date it is sent.
- To sign up for a subscription: sign the Collaboration Contract.
3.4 Any amendments to the order shall entail (i.) a revision of the price and (ii.) an adaptation of the delivery time.
3.5 Delivery times are provided for information purposes only. Exceeding the delivery times may not give rise to any claim for compensation. The times agreed shall be extended by any delays from the Client in providing the necessary components to carry out the assignment entrusted to SoPRISM.
3.6 Any cancellation of the order by the Client must be provided in writing and notified to SoPRISM. If it takes place while it is in progress, it shall give rise to the payment of the entire price agreed in the Estimate, without prejudice to the right of SoPRISM to claim full compensation for any potential damages. When it takes place before any work is done, a flat- rate compensation of 50% of the amount provided in the Estimate shall be due.
4. PRICE AND PAYMENT TERMS
4.1 The Client placing the Order shall be the guarantor of payment of the invoice, even if it is made in the name of a third party.
4.2 SoPRISM reserves the right to change its prices at any time. However, the prices applicable to the order shall be those in force at the time of its confirmation.
4.3 Unless expressly provided otherwise, invoices shall be due within a period of 30 days from the invoice date. If an advance payment is requested, SoPRISM shall only provide access to the solution after receiving said advance payment. SoPRISM also reserves the right to make delivery conditional on the full payment of the amounts due to it.
4.4 If payment is not made when due, the following shall be payable by operation of law and with no prior notice: (i.) a lump-sum compensation of 10% of the amounts due, with a minimum of EUR 75 as well as (ii.) default interest calculated at a rate of 12% per year on the amounts due. SoPRISM also reserves the right, with no prior notice or notification, to suspend the performance of the services or consider the Contract terminated at the fault of the client.
4.5 The Client may in no case deduct, from the invoices received, an amount that, according to it, is unjustified.
4.6 In the event of a dispute, the Client shall continue to pay the invoices in full, notwithstanding the dispute. If the dispute is settled in favour of the Client, SoPRISM shall issue a credit note accordingly.
5. RESPONSIBILITY
5.1 SoPRISM shall be under an obligation of means by virtue of which it shall make its best effort to achieve the objectives described in the contract.
5.2 The responsibility of SoPRISM shall be limited exclusively to any potential direct damages and may in no case be claimed in the event of indirect damages such as, among other things, loss of profits, commercial loss, data loss, time loss, deficits or any other form of indirect damages.
5.3 SoPRISM may also not be held liable for damages inherent to use. SoPRISM shall make every effort to remedy potential technological instabilities as soon as possible but may not be held responsible for any potential damages incurred by the Client unless the latter result from (i.) gross negligence or (ii.) wrongful failure to fulfil one of the main obligations of SoPRISM.
5.4 Any potential complaint from the Client must be notified in writing within 8 calendar days to be counted from the moment it becomes aware of the fact giving rise to the complaint. The absence of any challenge following the rules of this article shall entail, for the Client, the unconditional acceptance of the fact giving rise to the claim without reservations and, de facto, the effective waiver of any claims for this reason.
This complaint shall be made by the Client either:
– By email : [contact@soprism.com]
– By certified letter with acknowledgement of receipt: SA SoPRISM, rue de Baume 45/12, 7100 La Louvière
5.5 Any use of the Solution not compliant with the use for which it is intended shall be under the entire responsibility of the Client, to the exclusion of that of SoPRISM.
5.6 The Client alone assumes the protection and safety of the personal data of its customers and guarantees to SoPRISM that it (i.) holds the authorisations and (ii.) has completed the necessary tasks before any disclosure of these data in social networks.
5.7 SoPRISM shall retain ownership of the data until full and effective payment of the price by the CLIENT. The risks shall be under the responsibility of the Client from the moment the order is confirmed.
5.8 SoPRISM may never be considered liable for errors or misleading or inaccurate information communicated by the Client and/or transmitted to social networks.
6. INTELLECTUAL PROPERTY
6.1 The Solution, the Dashboard, the Site and their components (brands, logos, graphics, photographs, animations, videos, texts, etc.) are the exclusive property of SoPRISM. They are protected by intellectual property rights (namely copyright, design rights, trademark rights, etc.) and may not be reproduced, used or disseminated without prior written authorisation from SoPRISM, subject to incurring in copyright infringement.
6.2 SoPRISM grants the Client a non-exclusive, non-transferrable licence, for the duration of the Contract and revocable at any time without providing a reason, to access the Solution, the Dashboard and the Site. The Client may also record and print a copy of these, subject to (i.) not altering their contents in any manner, (ii.) maintaining all mentions of authorship and origin and (iii.) respecting the purposes of the Solution.
6.3 Any use of the Solution, the Dashboard and/or the Site and their components not covered by this article is strictly forbidden.
6.4 The Client authorises SoPRISM to mention its information (in particular its name and logo) and the fact that it is/has been a Client of SoPRISM, as part of its commercial communications (in particular on its Site or flyers).
7. PROCESSING OF PERSONAL DATA
7.1 As part of the performance of the Contract, its legal obligations and its legitimate interest, SoPRISM potentially processes the personal data of the Client.
7.2 SoPRISM shall process such data in accordance with the regulations applicable on the matter of the processing of personal data and, in particular, Regulation 2016/679, of 27 April 2016, on the protection of individuals with regard to the processing of personal data and on the free movement of such data and the law of 30 July 2018 on the protection of individuals with regard to the processing of personal data.
7.3 Any and all useful information relating to the processing of such data is available on the website,inthesection “PrivacyPolicy”.
8. CONFIDENTIALITY
8.1. The information exchanged between SoPRISM and the Client as part of the performance of the Contract shall be confidential.
8.2. Each Party undertakes, on the one hand, to refrain from disclosing or communicating, to any person, all or part of this confidential information and, on the other hand, to take any and all measures to ensure that this confidentiality is maintained not become part of the public domain.
9. FORCE MAJEURE
9.1. SoPRISM and the Client shall not be held responsible for their failure to perform their obligations in the event a case of force majeure arises, defined as any unforeseeable and unstoppable event arising from circumstances beyond the control of SoPRISM or the Client, that makes it impossible to fulfil the Contract. The Party claiming force majeure shall notify the other of the occurrence of the event as soon as possible.
9.2 In the event that a case of force majeure arises, the Contract shall be suspended until the disappearance, extinction or end of the case of force majeure. However, if it is not possible to resume the performance of the Contract within a period of 3 months from the beginning of the case of force majeure, SoPRISM and the Client shall meet to discuss an amendment to the contract.
9.3. In the event discussions fail, the Contract shall be terminated by operation of law, without compensation from either party to the other, by the first Party to act, by certified letter with acknowledgment of receipt, sent to the other Party.
9.4. In the event that the Contract is terminated by the Client, the latter undertakes to pay SoPRISM for the price of any and all unpaid services performed on the date of termination, as well as the costs potentially incurred due to such termination.
10. SURVIVAL OF TERMS
10.1 The clauses that expressly or necessarily survive after the expiration of the Contract shall remain applicable. These are clauses mainly relating to payment and payment terms, intellectual property rights, the confidentiality of information as well as the applicable law and jurisdiction.
11. GENERAL PROVISIONS
11.1 The failure by SoPRISM to enforce a provision of the Contract shall not be interpreted as a
waiver to assert its rights by virtue thereof in the future.
11.2 The nullity, voidance or unenforceable nature of all or part of one of the provisions of the Contract shall not entail the nullity of the entire Contract. The provisions wholly or partially null, void or unenforceable shall be deemed unwritten. SoPRISM undertakes to replace this provision with a different provision that shall pursue the same goal, to the greatest possible extent.
11.3 Any amendment to the Contract must be expressly made in a written document signed by SoPRISM and the Client, without SoPRISM or the Client being able to claim a verbal or tacit amendment to the Contract.
11.4. The Contract, as defined in article 1.2, constitutes the entire agreement between SoPRISM and the Client in terms of its purpose. It replaces any precontractual or contractual documents that may have existed previously between SoPRISM and the Client, relating to the purpose of the Contract.
12. APPLICABLE LAW AND COMPETENT JURISDICTION
12.1 The Contract is subject to Belgian law.
12.2 SoPRISM and the Client undertake to attempt to solve their disputes through mediation. In the event of a failure in mediation, the courts of the judicial district of Mons shall be competent.
