General Terms and Conditions for the KLAXOON Service R2020-1
In force as of September 30th 2020
1. Subject
1.1. These general terms and conditions for the KLAXOON service (hereinafter the
"GTCS" or the “Contract”) define how the KLAXOON service (hereinafter the
"Service") can be accessed and used by its clients and/or its affiliates (hereinafter
the "Client") for their personal use without requiring prior written express
authorisation, clearance or certification from KLAXOON. KLAXOON and the Client
are hereinafter referred to as the "Parties".
1.2. The Service allows data (hereinafter the "Data") to be stored and exchanged in
the context of the organisation of interactive meetings, training sessions and/or
seminars.
The Service can be accessed either in "Software as a Service" mode via the Internet
(hereinafter "Access in SaaS mode"), or using equipment provided by KLAXOON
(hereinafter the "Equipment"), depending on which option is selected by the Client
in the Order Form (the definition of which is given below).
1.3. The options to which the Client subscribes in the context of the Service are
mentioned in the Order Form. It is hereby stated that the number of participants
(hereinafter the "Participants") at a given meeting and the number of sessions per
year is limited to the values specified in the Order Form. The Participants' use of the
Service is regulated by KLAXOON's general terms and conditions of use
(hereinafter the "GTCU") and is subject to the prior acceptance of the GTCU by the
Participants. In the event of any discrepancy(ies) and/or contradiction(s) between
the provisions stated in the GTCU and those in these GTCS, then the provisions in
the latter shall prevail over those in the GTCU. These GTCU are accessible at the
following address: https://klaxoon.com/static/eula.pdf.
1.4. By placing an order with KLAXOON for the use of its Service, the Client accepts
the GTCS, the Order Form (as defined below) and expressly renounces its own
general terms and conditions of purchase or any other pre-existing document or
communication relating to the Order which is not formalised by a written amendment
signed by the two Parties.
2. Orders
2.1. To place an order, the Client must duly complete in writing and send to
KLAXOON a form, issued by KLAXOON, expressing the Client's commitment which
the Client must date and sign or agree upon specific conditions of services with
KLAXOON, (hereinafter the "Order Form"). Such Order Form shall be accompanied
by (i) payment of the agreed amount and (ii) the current GTCS (hereinafter the
"Order").
2.2. An Order Form is considered to be valid and accepted by KLAXOON once
KLAXOON has cashed the payment of the amount indicated in the Order Form.
2.3. KLAXOON reserves the right to improve the Service and/or the Equipment at
any time and without informing the Client in advance. Service enhancements are
deployed in accordance with Article 9.9.
2.4. The version of the Service which KLAXOON agrees to allow the Client to use
is the latest version in production at KLAXOON. The Client can consult the version
number via Access in SaaS mode and on the Service's interface. The Rental and/or
Purchase (as defined in Articles 6.1 and 6.2) of the Equipment relates to the version
of the Equipment available at the date of the Order.
3. Price
3.1. The prices are indicated in the Order Form in euros, exclusive of VAT and of
any external fees or charges of any kind.
3.2. The prices mentioned in Article 3.1 are likely to include specific developments
and/or additional services (i.e.: Client training and coaching sessions, consulting
services, partner program certifications, etc.) agreed between Parties (hereinafter
the "Additional Services"). The specific terms and conditions for the Additional
Services, if any, shall be specified in the Order Form.
3.3.3. KLAXOON reserves the right to modify its prices at any time. Price changes
are applicable immediately to any new Order. For Services in use, in the event of a
price increase, the Client shall be informed thirty (30) calendar days by e-mail before
the effective date of the new prices. As a result, the Client will have, from this
notification, a period of thirty (30) calendar days to terminate without penalty the
Subscription and/or the Rental, by registered letter with request for acknowledgment
of receipt. Otherwise, the Client will be deemed to have accepted the new prices
applicable to the Service.
4. Payment terms
4.1. Invoices are sent to the Client by any possible means (electronic or postal) and
must be paid not later than thirty (30) days after the invoice date unless otherwise
stated in the Order Form. KLAXOON may require the payment of an instalment or
of the full price of the Service in order to validate the Order. With regard to
Subscriptions Rental, and/or Purchase (definitions of which are given below),
KLAXOON may require payment in advance of all or part of the amounts which must
be paid by the Client to cover the duration of the Client's commitment. No discount
is awarded for early payment.
4.2. Any invoices not paid when they reach their due date shall accrue interest based
on a rate equal to three (3) times the current statutory base rate, plus five (5)
percentage points, starting from the date when the invoice becomes due and without
notification.
4.3. In accordance with the provisions of articles L.441-3 and L.441-6 of the French
Code de commerce, any late payment shall require, as of right, the payment by the
professional debtor of a fixed fee to cover the costs of recovering the debt of forty
(40) euros. Notwithstanding the above, the value of this fee shall be increased up to
the value of the actual cost of recovery, subject to justification, if these costs exceed
forty (40) euros.
4.4. Moreover, if the Client fails to settle by the due date an invoice sent to the Client,
KLAXOON reserves the right to suspend the Client's access to the Service, to
cancel the Subscription or Rental, to solicit the resolution of the Purchase (under
the terms stated in 15 below), to demand the return of Equipment, to keep by way
of initial compensation the sums already received under the terms of the Order
concerned, and without prejudice to any other compensation and any other means
of recovery. The suspension of the access to the Service will occur thirty (30) days
after sending a formal notice to the Client remaining ineffective and indicating the
intention to enforce this Article and not followed by regularization. The suspension
referred to above shall not be considered as unavailable time of the Service in the
context of the implementation of the Service commitments provided for in Article 9.8
of the GTCS.
5. Access in SaaS mode
5.1. The Client may subscribe to Access in SaaS mode for an initial period of time
specified in the Order Form (hereinafter the "Subscription"). Unless otherwise
agreed in the Order Form, the Subscription shall automatically renew for successive
periods of the same duration, unless prior notification of the parties by registered
letter with acknowledgement of receipt at least thirty (30) days prior to the end of the
current term.
5.2. The Service can be accessed via a website (hereinafter the "Website") and
requires the use of personal login IDs provided by KLAXOON. The login credentials
provided as part of the Service in SaaS mode are strictly personal, individual,
confidential and non-transferable.
5.3. The Client agrees to make available, at its own expense, high-speed Internet
access (not included in the Subscription).
5.4. KLAXOON hereby reminds the Client that the Internet network used to access
the Service in SaaS mode is an open and informal network, formed by the global
interconnection of IT networks using the TCP/IP internet protocol suite. The Internet
is not managed by any central entity, since each portion of this network belongs to
an independent public or private organisation. Its operation is based on cooperation
between the operators of the various networks, and there is no obligation incumbent
upon the various operators to supply a service or to deliver a specified quality of
service. The networks may have unequal transmission capacities and their own
policies regulating their use. KLAXOON cannot provide a guarantee that the Internet
overall shall function correctly and nor, for this reason, can it provide a guarantee
against any partial or total inability to access the Service in SaaS mode.
6. Use of the Equipment
6.1. Rental of the Equipment
Depending on the option subscribed to in the Order Form, the Client may rent
Equipment for an initial period of time specified in the Order Form (hereinafter the
"Rental"). Unless otherwise agreed in the Order Form, the Rental shall
automatically renew for successive periods of the same duration, unless the Client
notifies KLAXOON by registered letter with acknowledgement of receipt at least
thirty (30) days prior to the end of the current term.
This Rental does not result in a transfer of ownership of the Equipment, which
remains the exclusive property of KLAXOON. The Client shall not loan, sub-rent,
dispose of or transfer ownership of the Equipment.
For the entire duration of the Rental, the Client is the custodian of the Equipment,
and is responsible for taking out insurance against all possible damage to the
Equipment or for checking that its insurance policies fully cover the incidents or
accidents which might cause this damage. The Client agrees to provide written
evidence of this cover when first requested by KLAXOON. In this capacity as
custodian, the Client is and remains liable for all damage suffered by the Equipment.
The Client is liable in the event of the theft, loss or deterioration of the Equipment.
The Client agrees that, within a period of not more than thirty (30) days starting from
the end of the Rental, and irrespective of the reason, it will return the Equipment in
good working condition to KLAXOON at its own expense, and in packaging
appropriate for the conditions of transport; the Client assumes liability for the risks
of degradation and loss.
If the return of the Equipment is delayed by the Client, and after a formal notice
addressed by registered letter with request for acknowledgment of receipt remaining
ineffective for a period of seven (7) days from its first presentation, KLAXOON
reserves the right to apply a fixed compensation equal to 1% of the total amount
invoiced on the Equipment not returned per day of delay , without prejudice to any
legal proceedings which KLAXOON may initiate against the Client.
The provision of the Equipment under the terms of a Rental may be conditional on
the payment of a security deposit by cheque, payment card or in cash, as detailed
in the Order Form. This security deposit, whose value shall be set by KLAXOON
based on the retail price of the Equipment, shall not generate any financial benefit. 

If the Client's actions result in the loss or theft of the Equipment, KLAXOON shall
invoice the Client for the payment of a lump sum equal to the rental fees for such
Equipment during an eighteen (18)-month Rental period. Where the breakdown or
defectiveness of the Equipment is attributable to the Client, KLAXOON shall invoice
the Client for the full cost of the repair, exchange or replacement with equivalent
Equipment, and including the shipping and transfer costs incurred. If no security
deposit is paid, the corresponding invoice is payable on reception. If a security
deposit is paid, KLAXOON may set off the value of the invoiced amounts against
this deposit, without performing any prior formality with the Client, and shall then
return the balance to the Client. If these invoiced amounts exceed the value of the
security deposit, the Client shall have to pay the balance on reception of the invoice.
If the integrity of the Equipment is complete and it is found to conform fully when
returned at the end of the Rental, irrespective of the cause, KLAXOON undertakes
to return the security deposit promptly and in its entirety to the Client.
After receiving the Equipment from the Client, KLAXOON shall delete all the Data
stored in the Equipment in accordance with the provisions stated in Article 14.6
herein.
6.2. Purchase of the Equipment
Depending on the option selected in the Order Form, the Client may purchase the
Equipment (hereinafter the "Purchase") under the conditions described in these
GTCS and in the Order Form.
6.3. Transfer of risks and delivery
Klaxoon shall bear the risk of transport (loss and damage) and the Client shall bear
the costs of such transport as indicated in the Order Form.
Notwithstanding the above, it is expressly agreed that the delivery of the Equipment
does not constitute any transfer of ownership of the Equipment.
The parties agree the Equipment is deemed delivered by KLAXOON when delivered
to the person and at the address specified in the Order Form Order (the
“Reception").
The risks associated with the loss and deterioration of the Equipment are transferred
to the Client at the Reception. The Client shall have the right to make any claims
necessary against the carrier under the terms and conditions of article L.133-4 of
the French Code de commerce. As of this date, the Client shall be solely responsible
for any damage that the Equipment may suffer or cause.
If the Client disputes the conformity of the delivery with the Order placed it must, so
that it can enforce its claim against KLAXOON, send its claim against KLAXOON
within five (5) days of the date on which it is actually received by the Client. After
this period, the Client is presumed to have irrevocably and unreservedly accepted
the delivery.
6.4. Ownership of the Equipment
6.4.1. Rental of the Equipment
During the term of the Rental, the Client
- shall not take any action which affects or which might affect
KLAXOON's exercise of its rights of ownership of the Equipment (e.g.
Resale, use as collateral, dismemberment of property, etc.);
- undertakes, for the entire duration of the Rental, to oppose third-party
infringement of KLAXOON's right of ownership of the Equipment in all
circumstances, and notably in cases of claims, seizure, or courtordered insolvency procedures.
6.4.2. Purchase of the Equipment
As part of the Equipment Purchase, KLAXOON retains ownership of the Equipment
until full payment of the purchase price of this Equipment by the Client.
The Client undertakes, until full payment of the price, not to transform, incorporate,
resell and/or pledge the Equipment. Otherwise, Klaxoon may immediately claim the
return of this Equipment.
6.5. Warranty on the Equipment
The Equipment cannot be used for any purpose other than delivering the Service.
This warranty covers every conformity fault or hidden defect with regard to the
Equipment, to the exclusion of any other express or tacit warranty. KLAXOON
undertakes to fulfil the obligations incumbent upon it by applying a level of care
consistent with that performed within its industry and in compliance with good
current professional working practices.
In accordance with the applicable regulation, the warranty on the Equipment covers:
- for the Rental, the entire duration of this Rental;
- for the Purchase, a period of two (2) years following the Reception of the
Equipment in accordance with the French legal warranties (“Legal warranties”).
KLAXOON may also decide to offer to the Client the purchase of an additional
warranty for an additional period of three (3) years. This extension of warranty
shall be mentioned in the Order Form.
For the consumer Client solely:
KLAXOON warrants the Equipment under the conditions set out in this article,
without prejudice to (i) the warranty of hidden defects as provided for in articles 1641
to 1649 of the French Civil Code and (ii) the warranty of conformity provided for by
articles L.217- 4, L.217-5 and L.217-12 of the French Consumer Code.
Within two (2) years from the date of Reception, the consumer Client may decide to
implement the legal warranty of conformity that applies independently of a possibly
granted commercial warranty. The consumer Client may choose between the repair
or replacement of the Equipment, subject to the cost conditions provided for in
Article L.217-9 of the French Consumer Code. The consumer Client is exempted
from reporting the proof of the lack of conformity of the Equipment during the twentyfour (24) months following its Reception, except for the second hand Equipment.
The consumer Client may also decide to implement the warranty of hidden defects
within the meaning of Article 1641 of the French Civil Code. In this case, the latter
may choose between the resolution of the Purchase or a reduction of the price in
accordance with article 1644 of the French Civil Code.
In accordance with Article L.111-4 of the French Consumer Code, KLAXOON
undertakes to communicate to the consumer Client the date until which the spare
parts required for the use of the Equipment are available on the market.
This warranty does not cover wear parts (such as electric cables and power
supplies, carrying case, etc.).
In accordance with the applicable regulation, the warranty cannot be enforced if the
Client fails to make its payments for the Equipment.
If the Client wishes to invoke the warranty it shall notify KLAXOON of its intention,
and the latter shall provide the Client with details of the procedure to follow and
provide a reference number.
In this situation, the Client shall return the Equipment to KLAXOON at the Client's
expense and with the Client retaining liability.
KLAXOON undertakes to repair or replace, at its sole discretion, the Equipment
covered by the warranty and considered to be defective by KLAXOON in a prompt
manner. Under these circumstances only, the Equipment shall be returned to the
Client at KLAXOON's expense.
If the Equipment returned under the terms of the warranty is ultimately found to be
in good working order or to have been damaged as a result of incorrect use, then
KLAXOON shall send a quote for the cost of the work to the Client before carrying
out the work on the Equipment which shall be invoiced to the Client.
Should the Client requests KLAXOON to work on Equipment excluded from or not
covered by the warranty, then KLAXOON shall provide details about the procedure
to follow and shall send a quote.
All warranties are excluded in the following cases: (i) the Equipment is used in a
manner which is abnormal and/or which does not comply with its intended use or
with the Documentation, notably if the Equipment has been opened, (ii) the
Equipment is combined with another product which results or not in an infringement
of the rights of a third party, (iii) a third party not authorised by KLAXOON carries
out repair work, (iv) negligence or incorrect servicing or maintenance, (v) the failure
by the Client to install the Updates (a definition of which is given below) provided by
KLAXOON or (vi) force majeure.
The Equipment operates optimally with the version of the Service available to the
Client at the Reception. As part of a Purchase of the Equipment, KLAXOON
guarantee that, during the term of the Legal warranties as described in article 6.5,
the Equipment shall support every subsequent versions of the Service and/or shall
be compatible with every new KLAXOON functionality introduced with every
Upgrade. In case of incompatibility of the Equipment with a new version of the
Service, KLAXOON will publish an update patch to be downloaded by the Client.
7. Conditions of use of the Service
7.1. KLAXOON provides information for the Client about the Service and how it is
used (hereinafter the "Documentation"). This Documentation is accessible online.
7.2. The Client undertakes to read carefully the Documentation and any updates to
it and to use the Service in accordance with the provisions stated in this
Documentation.
7.3. The Client acts as an independent entity and consequently assumes all the
risks associated with its business activities.
7.4. The Client is solely responsible for selecting the services to which it subscribes,
for the content of the information and of the files sent, circulated or collected, for
their use and update in the context of the use of the Service.
7.5. The Client undertakes to comply with all the legal and regulatory requirements
in force, and particularly those relating to data processing, personal data, data
protection and civil liberties, and notably to declare, where necessary, all processing
of data to any competent office and also undertakes to provide the Participants with
information about how KLAXOON handles the personal data used in the context of
the Service and to pass on to them the information provided in 14.
7.6. The Client acknowledges that use of the Service is subject to acceptance of
KLAXOON’s GTCU by the users of the Service and the Participants more generally.
7.7. The Service is considered to be made available to the Client "as is" without
being the subject of specific adaptation measures. It is therefore the Client's
responsibility to check that the Service is adequate for its requirements and to take
all the necessary precautions.
7.8. All warranties are excluded in the following cases: (i) the Service is used in a
manner which is abnormal and/or which does not comply with its intended use (ii)
the version of the Service used is not that defined in these GTCS, (iii) the Service
has been combined with another product which results or not in an infringement of
the rights of a third party, (iv) a third party not authorised by KLAXOON has
performed repair or corrective work.
7.9. The Client acknowledges that it is solely responsible for the data which it
creates, modifies or deletes.
8. Intellectual property

8.1. KLAXOON holds or is vested with all the intellectual property rights pertaining
to the Service (the service, any Additional Services, the Website and the Equipment)
and grants to the Client, which accepts it, and for its own use, a personal, nonassignable and non-transferable licence to use its rights relating to the Service, to
the exclusion of any other use, worldwide, and subject to the full payment of the
relevant amounts due.
8.2. This licence to use is granted for the entire duration of use of the Service.
8.3. The Service may incorporate third-party technologies belonging to other
developers. The rights granted for these technologies are conditioned by respecting
various rights and obligations and accordingly the respect of these rights and
obligations is imposed on the Client, with the applicable information provided for the
Client in the Documentation, which the Client acknowledges.
8.4. The Client undertakes to respect KLAXOON's rights and cannot, under any
circumstances, when not using the Service in accordance with the GTCS and
GTCU, for its own use, reproduce, represent, modify, transmit, publish, adapt in any
medium whatsoever, using any means whatsoever, or exploit in any way
whatsoever, the Service without receiving prior written authorisation from
KLAXOON.
8.5. The Client undertakes to:
- Login to the Service in SaaS mode using only the personal and
confidential code allocated to him/her (hereinafter the "Code");
- Keep his/her Code confidential and notify KLAXOON without delay of
any theft or loss of his/her Code by sending an email to the following
address: help@klaxoon.com;
- Use the Service for its professional needs (internal organization,
customer relationship and for any event carried out on its behalf).
- The Client prohibits itself to resale (i) the Service; (ii) products or
services based on the Service or incorporating all or part of the latter
(with the exception of services provided by KLAXOON Partner Clients
duly certified or authorized for this purpose by KLAXOON);
- Not to infringe the copyright and/or to harm the image and/or to the
reputation of KLAXOON;
- Not to recreate or to attempt to recreate, based on the information
provided on the Website, a website and/or software whose purpose is
to offer third parties, directly or indirectly, free of charge or subject to
payment, the same service or a comparable service, and/or to
circulate or sell, in any way whatsoever, information with the intention
of assisting a third party to recreate, entirely or in part, a website of
this kind or an equivalent website, software of this kind or equivalent
software.
8.6. If a claim is submitted to the Client regarding the infringement by the Service
and/or Website of an intellectual property right, the Client undertakes to pass on
directly to KLAXOON the details regarding all such claims.
8.7. The Client is expressly informed and accepts that KLAXOON may, at its
discretion and expense, either replace or modify all or a part of the Service and/or
Website and/or the Equipment, or obtain for the Client a right to use on the condition
that the Client has respected the following conditions:
- the Client has accepted and fulfilled all its obligations under the terms
of the GTCS;
- an infringement action has been filed in a court of competent
jurisdiction;
- KLAXOON is able to defend its own interests and those of the Client,
and in order to do so, that the Client collaborates loyally with
KLAXOON by supplying all the elements, information and assistance
necessary to bring such a defence to a satisfactory conclusion.
8.8. Should none of these measures be reasonably conceivable, KLAXOON may
unilaterally decide to terminate the right to use granted for the Service and/or
Website and/or Equipment and shall:
− reimburse the Client for the payments made for the last twelve (12) months of
use during the Rental and/or the Subscription;
− reimburse the Purchase price of the Equipment to the Client.
8.9. The provisions of this article define all KLAXOON's obligations with regard to
the infringement of patents and/or copyright resulting from the use of the Service.
8.10. The Parties expressly agrees that KLAXOON may use the Client’s company
name, trade name and logo as commercial references (or clients list) on
KLAXOON’s websites and commercial documentation for the duration of the
Subscription and/or Rental and 2 years thereafter.
9. Maintenance
9.1. For the entire duration of the Subscription, the Rental and/or the Purchase
warranty, KLAXOON shall provide the Client with technical assistance with a view
to addressing problems in accessing the Website or in using the Service.
9.2. This service is accessible via various channels (phone, mail and webchat)
depending on the option subscribed in the Order Form, and in any case, by email at
help@klaxoon.com and webchat accessible directly via the Service.
9.3. Requests from Clients will be answered as promptly as possible from Monday
to Friday (except on French bank holidays) from 8 am to 7 pm (Central European
Time).
9.4. KLAXOON shall make every effort to deal with the Client's request.
9.5. KLAXOON undertakes to provide corrective maintenance for the Service free
of charge:
− for the duration of the Subscription and/or Rental;
− for the duration of the Purchase Equipment warranty as described under article
6.5.
9.6. As part of the provision of corrective maintenance, KLAXOON shall provide the
Client with every update of the version of the Service which was deployed to the
Client (hereinafter an "Update"), by offering for download and installation in the
Equipment an update file in accordance with the procedures indicated in the
Documentation or communicated to the Client by KLAXOON by any other means.
The Client undertakes to implement the measures necessary to ensure that it only
uses the latest Update delivered by KLAXOON.
9.7. The corrective maintenance services apply to the last available version of the
Service.
9.8. KLAXOON must satisfy a "best endeavours" obligation with regard to providing
access to the Service in SaaS mode, and undertakes, in this regard, to make every
effort to deliver the following level of service to the Client:
- 24/7 availability (98% of the time);
- KLAXOON’s integrated video-conferencing Service availability up to
100 hours per month and per Subscription;
- Response time after receiving an email sent to help@klaxoon.com
reporting a problem with the Website or with the use of the Service: 2
hours maximum during working hours (Monday to Friday, except on
French bank holidays, from 8 am to 7 pm, Central European Time);
- Time to restore the Service following a total loss of Service reported
by email to help@klaxoon.com: 4 hours maximum during working
hours (Monday to Friday, except on French bank holidays, from 8 am
to 7 pm, Central European Time);
9.9. KLAXOON will make available to the Client any evolution of the Service
implementing new major functionality(s) (hereinafter an "Upgrade") during the
duration of the Subscription and/or the Rental, and/or the Purchase, as indicated in
the Documentation or communicated by KLAXOON to the Client by any other
means. The Client undertakes to use only the latest Upgrade. If the Upgrade
implementation cannot be implemented on the Equipment nor no Upgrade is
available for the version of the Client Equipment, a change of Equipment would be
necessary to access to the Services and would be made according to the terms and
conditions communicated by KLAXOON to the Customer. The present clause is
subject to the terms of the Purchase warranties described in the Article 6.5.
10. Confidentiality
10.1. The Parties undertake to preserve the confidentiality of the confidential
information of all kinds exchanged, collected or generated during the Subscription
and/or Rental and/or Purchase and for the entire duration of the Subscription and/or
Rental and/or Purchase, and for a period of five (5) years starting from the end of
the Subscription and/or Rental, and/or Purchase, for any reason whatsoever. To this
end, the Parties shall refrain from communicating any of this information on any
grounds whatsoever, in any form whatsoever and for any purpose whatsoever and
shall undertake to ensure that this obligation is respected by all its directors,
employees and subcontractors if applicable.
10.2. The obligations on the Parties under the terms of this article do not apply to
confidential information with regard to which the receiving Party can prove:
- That it has disclosed this information after first obtaining written
authorisation from the other Party or that the disclosure was made by
the said other Party;
- That this information was in the public domain when it was passed on
by the other Party, or that it entered the public domain after being
communicated without this receiving Party committing any fault;
- That this information was received lawfully from a third party not
subject to any confidentiality obligation;
- That on the date on which this information was communicated by the
other Party, it already possessed this information;
- That the disclosure of this information was ordered pursuant to an
imperative legal or regulatory provision, or to a definitive legal decision
rendered by a court of competent jurisdiction. The Party which is
subject to a disclosure obligation of this kind must, wherever possible,
notify the other Party in advance, and, where applicable, request the
implementation of all the measures or procedures necessary to protect
the confidentiality applicable in this instance.
10.3. The aforementioned exceptions are not cumulative.
11. Liability
11.1. KLAXOON undertakes to repair any direct prejudices which the Client may
suffer in the event of the non-fulfilment or incorrect fulfilment of the Order due to its
actions or to those of one of its employees (not including delivery).
11.2. KLAXOON shall not be held liable for indirect and intangible prejudices (such
as loss of business, loss of clientele, loss of opportunity, etc.), which is expressly
accepted by the Client.
11.3. The Client is solely and fully liable for the use of the Equipment and of the
Service.
11.4. In all circumstances, it is expressly agreed by the Parties that, subject to the
applicable regulation, the total, for all causes combined, of the compensation,
damages and costs of all kinds which may be assumed or paid by KLAXOON for
the benefit of the Client, subsequent to a definitive decision rendered by a court of
competent jurisdiction, cannot exceed an overall maximum amount for all disputes
combined whose value is equal to the amounts excluding VAT paid by the Client to
KLAXOON under the terms of the disputed Order over the course of the twelve (12)
months prior to the occurrence of the event giving rise to the liability.
11.5. The provisions herein establish an allocation of the risks between the Parties.
The price reflects this allocation, and the liability limitation described.
12. Insurance 

12.1. KLAXOON declares that it holds professional civil liability insurance in the
context of its business activities in relation to the GTCS with a company known to
be solvent.
12.2. KLAXOON undertakes to maintain this insurance cover for the entire duration
of the Rental and/or Subscription.
12.3. As a custodian of the Equipment, the Client undertakes to maintain an
insurance policy covering the risks associated with the use of the Equipment.
13. Force majeure
13.1. In cases of force majeure, as described in article 1218 of the French Civil
Code, the obligations on the Parties, under the terms of the Order, shall be
suspended for the entire duration of the case of force majeure and shall resume
when the latter ceases.
13.2. No recourse is possible for the non-fulfilment of Orders attributable to a case
of force majeure. If such an event occurs which prevents KLAXOON from respecting
its commitments, KLAXOON undertakes to inform the Client promptly of the
occurrence of the event.
13.3. KLAXOON and/or the Client may freely cancel all or part of the Order, the
Subscription, Rental and/or Purchase should the case of force majeure persist for
more than sixty (60) days starting from the first occurrence of the case of force
majeure, with neither Party able to make any claim for damages.
14. Data Processing
14.1. Personal Data processing
General data processing framework under the Contract
As part of the performance of this Contract and the provision of the Service, data
relating to the Client and/or the Participants or which enable to directly or indirectly
identify them are processed or may be processed by KLAXOON, the Client and/or
the Participants (“Personal Data”).
Acting as data controller, each Party determines individually the means of the
Personal Data collection and the purposes of the processing activities that such
Party carries out as part of the performance of this Contract.
This Contract shall not entail joint liability between the Parties regarding Personal
Data processing activities nor imply a subcontracting relationship between the
Parties
KLAXOON’s Personal Data processing
KLAXOON collects and processes Personal Data for the following purposes:
- Orders processing, deployment contracts for KLAXOON solutions
(Rental and Purchase of Equipment, Subscription, customer
relationship);
- Participants’ user accounts management with regard to the use of the
KLAXOON solution; and
- Technical hosting.
As part of this Contract management and the provision of the Service, Personal
Data may be shared by KLAXOON with any companies controlled by KLAXOON,
controlling KLAXOON or under common control as described in article L.233-3 of
the French Commercial Code.
KLAXOON may be compelled to submit all or part of Personal Data to any
competent judicial authority or administration with regard to applicable law or
pursuant to any binding decision. KLAXOON undertakes to disclose only that portion
of Personal Data which is legally necessary or appropriate to fulfil its obligation.
In the event where KLAXOON transfers Personal Data to a country for which the
European Commission has not provided an adequacy decision, KLAXOON shall
provide appropriate safeguards in order to ensure the ongoing confidentiality and
integrity of Personal Data in accordance with article 46 of the GDPR.
KLAXOON has appointed a Data Protection Officer: legal@klaxoon.com
Client’s Personal Data processing
The Client acts as Personal Data Controller of the Personal Data processing which
is carried out by the Client in its name; or on behalf of the Participants, or for
administering the Participants user accounts, and for any processing directly carried
out by the Participants in relation to the use of the Service; with no instruction being
given to KLAXOON by the Client for such purpose.
During the entire duration of use of the Service, the Client:
- warrants that Personal Data are collected and processed lawfully and
fairly and that the data subject has been informed or has given its
consent when such consent is necessary for KLAXOON to perform its
own processing activities;
- represents that Personal Data processing performed by the Client is
based upon one or several legal grounds set forth in article 6 of the
GDPR;
- undertakes to use in relation to the Service, only Personal Data for
which the Client and/or the Participants are granted all rights or
authorization to use, reproduce, store (particularly in relation to thirdparty Personal Data processed by the Client or the Participants);
- undertakes to only use Personal Data that are complete, up-to-date
and accurate.
Parties’ Mutual undertakings
The Parties undertake with regard to their own Personal Data processing, to:
- comply with all applicable legal or regulatory requirements pertaining
to the collection and processing of Personal Data, in particular with the
provision of Regulation n°2016/679 of 27 April 2016 “GDPR”
(hereinafter the “Data Protection Legislation”) and to comply with
the GDPR requirements (such as records of processing activities and
data protection impact assessment);
- implement any technical and organisational measures to ensure the
ongoing confidentiality and integrity of Personal Data and to
implement any appropriate safeguards, as may be requested by the
GDPR; and
- store Personal Data for a limited duration which is proportional to the
purposes of the relevant processing activities.
Each Party, with regard to its own processing activities, undertakes to provide the
data subject with all mandatory information under the Data Protection Legislation
and to implement any measures to ensure that enforceable data subject rights are
available.
Each Party, acting as Personal Data controller, shall ensure the security of all of its
Personal Data processing activities.
In the event of any damage which the Client may suffer due to KLAXOON’s Personal
Data processing activities, KLAXOON’s liability shall be subject to the provisions of
Article 11 of the GTCS.
Rights of the data subject
In accordance with the provisions of the Data Protection Legislation (including
articles 15 to 22 of the GDPR), the Client has the right to request from KLAXOON
access to and rectification or erasure of Personal Data or restriction of processing
concerning the Client or to object to processing as well as the right to data portability.
In accordance with the provisions of the Data Protection Legislation, the Client is
informed that data that is derived, calculated or inferred from Personal Data
provided by the Client are excluded from the right to data portability, to the extent
that such inferred data is created by KLAXOON and is not provided by the Client or
the Participants.
The Client may exercise these rights by accessing its Personal Data on the Website
or by contacting KLAXOON: legal@klaxoon.com
The Client is informed that the Participants are provided the information related to
KLAXOON’s Personal Data processing relating to the Participants in the GTCU
which appear on the Participants’ devices and/or in KLAXOON’s Privacy Policy
available at https://klaxoon.com/privacy
The Participants undertake to read and accept the content of KLAXOON’s GTCU
prior to the first use of the Service.
The Participants, who shall be informed by the Client of the provisions of this article,
may exercise their rights by emailing KLAXOON at legal@klaxoon.com.
As part of the Client’s processing activities carried out during the use of the Service,
the Client:
- is designated to be contact point for the Participants or any data
subject whose Personal Data are processed by the Client or the
participants, in order to enable such Participants or data subjects to
exercise the rights granted by the GDPR;
- manages the requests received by the data subjects.
To the extent possible and provided that KLAXOON receives such complete written
requests in due time, KLAXOON provides the Client with reasonable support to
comply with its obligation to proceed with data subject’s requests to exercise its
rights relating to Personal Data carried out as part of the Service.
To maintain the ongoing security and confidentiality of Personal Data, KLAXOON
reserves the right to request from the Client the provision of additional information
necessary to confirm the Client’s identity, prior to the exercise of the abovementioned rights.
In the event of unfounded or excessive requests from the Client, in particular
because of their repetitive character, KLAXOON reserves the right to charge a
reasonable fee or refuse to act on request, when such requests are subsequent to
a prior request relating to the same subject matter which was duly processed by
KLAXOON.
KLAXOON shall not be held liable for any action, delay of omission attributable to
the Client or to the Participants which adversely affects the rights and freedoms of
data subjects, resulting in obstructing or delaying the exercise of the Participants’
rights or third parties’ rights whose Personal Data are processed by the Client or the
Participants as part of the Service.
The Client may obtain information about Data Protection Legislation or lodge a
complaint with the French supervisory authority: Commission Nationale de
l’Informatique et des Libertés: 3 Place de Fontenoy - TSA 80715 - 75334 PARIS
CEDEX 07
14.2. Cookies
A cookie is a text file which is installed on an Internet user's computer when s/he
browses a website.
With regard to Access in SaaS mode, cookies are used by KLAXOON to store and
re-read temporary information such as a user ID, and to improve the Service.
The use of these cookies is a prerequisite to using the Service via Access in SaaS
mode, which the Client accepts. Information about cookies will appear when the
Client and/or a Participant logs into the Website for the first time. 

Information about these cookies and their purposes are available in KLAXOON
Privacy policy at https://klaxoon.com/privacy
14.3. Security of user IDs
The user IDs provided in the context of the Service in SaaS mode are strictly
personal, individual, confidential and non-transferable.
The Client undertakes to keep its user IDs secret and not to disclose them in any
form whatsoever. The Client is fully liable for their transmission to third parties.
The Client is fully liable for all use of the user IDs.
In the event of the loss or theft of one of its user IDs, the Client may ask, on the
page of the website used to access the Service, for the user ID to be reset, with the
procedure subsequently involving email exchanges. If the user ID is stolen, the
Client must notify KLAXOON without delay and via any suitable means so that
KLAXOON and the Client can work together to determine the appropriate measures
to take.
14.4. Data Security
The Data of the Client and the Participants used in the context of the Service in
SaaS mode is hosted by KLAXOON on servers located in the European Union.
The server/Website is authenticated by a certificate validated by a trusted third
party.
KLAXOON applies its technical infrastructure, hardware and monitoring software
such that it can reasonably safeguard the security and integrity of the Client's Data
under conditions which comply with good professional working practices and, since
this data is Personal Data, in accordance with the provisions of Data Protection
Legislation, in order to prevent (i) destruction, alteration, modification or loss of
Personal Data, (ii) unauthorised disclosure of, or access to Personal Data, (iii) any
kind or purposes of unlawful Personal Data processing activities not specified in the
Contract..
Regarding the Personal Data processing activities carried out by the Client, the
Client undertakes to implement appropriate technical and organisational measures
to ensure the security, integrity and confidentiality of Personal Data which are
processed as part of the Service.
In case of failure to comply with its security obligation under Data Protection
Legislation resulting in Personal Data breach, the non-compliant Party shall be
solely liable for the consequences of such breach with regard to the data subjects,
the supervisory authority and/or any competent authority.
14.5. Storage of Data
KLAXOON undertakes to take every reasonable precaution to ensure the physical
protection of the Data stored and/or exchanged in the context of the Service in SaaS
mode, in accordance with the good professional working practices applicable to the
Service and with the provisions of Data Protection Legislation.
KLAXOON shall store Personal Data for the duration of the Contract. From the
termination date of the Contract, KLAXOON may retain Personal Data for the
necessary duration to comply with any legal or regulatory requirements (including
but not limited to taxation requirements).
KLAXOON’s policy regarding the storage duration of Personal Data of the
Participants is set forth in the GTCU.
14.6. Backing-up and reversibility
The Client is responsible for regularly backing-up its Data, at its own expense and
using its own equipment. However, at the Client's request, KLAXOON may back-up
the Data and deliver it to the Client, subject to the prior acceptance by the latter of
KLAXOON's quote.
Subject to applicable law, in circumstances in which KLAXOON replaces faulty
Equipment under warranty and/or when the Equipment is definitively returned by the
Client and/or at the end of the Rental, irrespective of the cause, KLAXOON shall
delete all the Data saved on the Equipment as soon as the Equipment is received
by KLAXOON.
Subject to applicable law, when the Subscription terminates, irrespective of the
cause, KLAXOON, depending on the nature of the data at stake and the involved
technical complexity, carries out the anonymisation and/or deletion all the Client's
Data saved on the Website on the date when the termination of the Subscription
takes effect.
15. Termination for fault
15.1. Without prejudice to the other provisions provided for in the GTCS, every
Subscription and/or Rental, and/or Purchase may be terminated by either Party in
the event of the failure by the other Party to comply with any one of its essential
obligations.
15.2. In accordance with the provisions of article 1226 of the French Code civil, the
termination shall automatically take effect if the defaulting Party fails to remedy its
failure within thirty (30) days after formal notice by registered letter with request for
an acknowledgement of receipt sent by the other Party indicating its intention to
apply this Article, and without prejudice to any damages which the Party which is
the victim of the failure may claim as of right.
15.3. In the event of termination, the Equipment shall be returned in accordance
with the provisions of Article 6.2 of the GTCS and KLAXOON shall delete the Data
pursuant to the provisions stated in Article 14.6.
16. Subcontracting
16.1. KLAXOON may, if necessary, subcontract all or some of the delivery of the
Service to a third party. KLAXOON shall be fully liable for the work entrusted if
necessary to its subcontractors.
16.2. Where processing is to be carried out on behalf of KLAXOON, KLAXOON shall
use only processors providing sufficient guarantees to implement appropriate
technical and organisational measures in such a manner that processing will meet
the requirements of the Data Protection Legislation. If a processor fails to comply
with its obligations regarding Personal Data protection, KLAXON shall be liable in
respect of that processing.
17. Amendments to the GTCS
KLAXOON reserves the right to amend, at any time, the GTCS which shall then
apply to every new Order.
18. Renunciation
KLAXOON's decision not to invoke at any given time any one of the clauses herein
cannot be considered as renunciation or waiving of its subsequent right to invoke
the same clauses.
19. Severance
If any provisions of the GTCS and/or of the Order Form are or should become
invalid, unenforceable or illegal with regard to applicable law or any final decision
from a court of competent jurisdiction, such provisions shall be held to be ineffective.
All other terms hereof and/or the Order Form shall remain in full force and effect
unless such provision is deemed to be a key provision for a Party at the execution
date of the Contract. In such event, the Parties shall discuss in good faith and fair
dealing in order to replace such provision by a provision that is valid and enforceable
and that comes closest to expressing the initial intention of the Parties.
20. Election of domicile - Applicable law and competent jurisdiction
20.1. The domicile elected by the Parties shall be their head office.
20.2. Notwithstanding the provisions of article 2224 of the French Civil code, every
action carried out, dispute raised or demand made of any kind by the Client with
regard to KLAXOON relating to the fulfilment of the Order should be initiated no later
than one (1) year after the occurrence of the event giving rise to the liability, subject
to the applicable regulation.
20.3. The Order, Subscription, Rental, GTCS and the use of the Service are
exclusively subject to FRENCH LAW. All provisions stated in the Vienna Convention
on the international sale of goods are excluded. Any dispute and/or demand relating
to the dispute which is not resolved amicably shall be submitted, subject to the
applicable regulation, to a court of competent jurisdiction under the jurisdiction of
the Rennes Court of Appeal (FRANCE).

KLAXOON | Bâtiments Energie Hall B2 3 Avenue de Belle Fontaine – 35510 CESSON SEVIGNE (FRANCE)
Tel.: +33 (0)2 22 74 06 70 | Fax: +33 (0)2 99 12 15 65 | www.klaxoon.com
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