General Terms and Conditions of Sales

The present general terms and conditions of sale (hereinafter referred to as the 'GTC') are drafted in French in their original version, which alone is authoritative and prevails over any other version translated into a foreign language. These GTC, established in accordance with Article L.441-3 of the Commercial Code, apply to the contractual relationships between the company CLIMEET SAS, with a capital of 1000 euros, registered under RCS 952861821 Paris, located at 5 rue Etienne Jodelle, represented by Béatrice EASTHAM -E-mail : info@climeet.events (hereinafter referred to as « CLIMEET ») and the Client.

Article 1 : Definitions

All terms whose initials appear in capital letters shall have the meanings hereinafter assigned to them:

Article 2: Purpose – Pre-contractual information - Acceptance - Good faith

2.1    The present General Terms and Conditions of Sale (GTC), available at any time on the Website under the section "General Terms and Conditions of Sale", aim to define the terms and conditions under which CLIMEET provides the Client with Application Services on the Website.

2.2    The GTC apply without restriction or reservation to any subscription to a Subscription as well as to the access and use of the Application Services.

2.3    The GTC concern orders placed from France or abroad by Clients located in France or outside French territory.

2.4    The Client acknowledges having received from CLIMEET, prior to the acceptance of the GTC, all the information necessary for the use of the Solution. In this regard, the Client declares to have the necessary computing and technical environment and equipment for the proper use of the Solution.

2.5    The GTC may be subject to subsequent modifications, the applicable version being the one in force on the Website at the date of the Subscription's subscription by the Client.

Article 3 : Application Services Description 

3.1.    Features of the CLIMEET solution: 

3.1.1 Climeet is a sector-specific SaaS (Software as a Service) platform that enables event professionals to understand, collect, calculate, reduce, offset, and manage the carbon footprint of their events and/or event services.
3.1.2 The Solution includes several features, mainly:
-    A scenario-building feature that allows for the calculation of prospective carbon footprints and conceptual proposals related to an event and/or event service, aiming to guide towards less carbon-intensive design choices and the reduction of the carbon footprint of said event and/or event service.
-    A feature that enables the finalization of the carbon footprint calculation of an event and/or event service, providing access to complete and detailed results.
-    A feature for managing event carbon balances, allowing for the download of collection sheets, result reports in various formats, and the tracking of the carbon impact of events over time based on their type, scope, year, or country.
-    An e-learning feature, comprising several modules focusing on climate and energy challenges, the methodology for calculating the carbon footprint of an event, and the proper use of the Solution. 

3.2.    Subscriptions: 

CLIMEET offers the Client several subscription formulas for the Solution, the details of which, in terms of duration, price, number of events and services included, are detailed on the Website under the heading "Our offers": 

- Companies with 0 to 250 employees:
- 50 event footprints
- 1 user account
- Learning academy

- Companies with 250 to 500 employees:
- Unlimited assessments
- 2 account levels
- 3 user accounts
- Learning academy

- Companies with more than 500 employees:
- Unlimited assessments
- 3 account levels
- 5 user accounts
- Learning academy
- Group reporting

3.3.    Implementing the solution: 

3.3.1. As the Solution is accessible in SaaS mode, it is not delivered to the Client's infrastructure.

3.3.2. The Client and Users will access the Solution using the Client's equipment, including computers and telecommunications equipment, which the Client declares to be perfectly suited for remote use of the Solution.

3.3.3. CLIMEET may at any time notify the Client of changes related to the conditions of use of the Solution, particularly due to technological advancements or changes in applicable regulations.

3.3.4. The Client ensures the compliance of this article by the Users.

3.4. Maintenance:

3.4.1. Maintenance operations consist of updating the Solution and correcting Anomalies.

3.4.2. CLIMEET will perform the maintenance operations referred to in article 3.4.1 under an obligation of means and without commitment in terms of frequency.

3.4.3. Maintenance operations may require an update to the Client's computer configuration, including its internet browser, which the latter will commit to carrying out.

3.4.4. CLIMEET will not be responsible for maintenance in the following cases:

-    Refusal of the Client to cooperate in resolving Anomalies, including failing to respond to questions and requests for information from CLIMEET.
-    Use of the Solution in a manner not conforming to its intended purpose, its documentation, and, in general, the provisions of the GTC.
-    Unauthorized modification of the Solution by the Client.
-    Failure of the Client to meet its obligations under the GTC. 

3.4.1.    CLIMEET shall not be held responsible for the unavailability or slowdown of the Application Services due to maintenance work and for any impact that this unavailability and/or slowdown may have on the Client’s activities. 

3.5.    Technical assistance: 

3.5.1.    Depending on the Subscription chosen by the Client, CLIMEET provides the Client with a technical assistance service, the purpose of which is to resolve, on a best-efforts basis, minor difficulties in using the Solution. 

3.5.2.    The support service is provided by e-mail [To be completed: e-mail address] or by telephone [To be completed: telephone number].

Article 4: Subscription to application Services

4.1.    To subscribe to the Services on the Website, the Client must fill out the Subscription Form accessible through the "Start" tab on the Website.

4.2.    The Client commits to providing accurate and up-to-date information and to promptly inform CLIMEET of any changes to this information.

4.3.    To validate their registration, the Client must tick the box: "By checking this box, I accept the general terms and conditions of sale and use of Climeet."

4.4.    The validation of the Subscription Form constitutes acceptance, without restriction or reservation, of the GTC.

4.5.    The email address (username) and password entered in the Subscription Form by the Client grant access to a Personal Account, which enables them, among other things, to subscribe to the Services. This Personal Account must be validated by the Client via a confirmation email sent by CLIMEET.

4.6.    The username and password referred to in article 4.5 are confidential. The Client commits to doing everything possible to maintain this confidentiality and not disclose them in any form or allow any third party to use them. 

4.7.    The Client will have the option to delete their Personal Account by submitting a request to CLIMEET, in accordance with the procedures outlined in the privacy policy accessible on the Website.

4.8.    Once their Personal Account is created, the Client can subscribe to Subscriptions by clicking on the "Subscription" tab on the Website.

4.9.    After selecting a Subscription, the Client has the opportunity to review the details of their order and its total price before proceeding to payment. It is therefore their responsibility to verify the accuracy of their order and to correct any errors immediately. 

4.10.    The subscription to the Services will only be considered final after CLIMEET sends an email to the Client confirming the validation of the order.

4.11.    CLIMEET reserves the right to cancel or refuse any order from a Client with whom there is a dispute related to the payment of a previous order or whose access to the Website has been suspended or deleted by CLIMEET.

            

Article 5: Obligations of CLIMEET

5.1    CLIMEET undertakes to provide the Client with Application Services in such a way as to best meet their needs and in accordance with the provisions of the General Terms and Conditions.

5.2    CLIMEET undertakes to advise the Client in the event that it issues additional or new requests, which will give rise to a quote.

5.3    CLIMEET will comply with the legal and administrative obligations applicable to it in its capacity as an IT service provider. 

Article 6: Obligations of the Client

6.1    The Client commits to:

-    Use the Solution in compliance with legal and regulatory provisions, in accordance with the terms of the General Terms and Conditions and the rules communicated by CLIMEET, for its sole needs and those of the Users.

-    Provide CLIMEET with all the information and means that CLIMEET deems necessary for the provision of the Services, it being specified that the Client is solely responsible for the accuracy and completeness of the Data.

-     Do not hinder or disrupt the operation of the Solution.

-    Not make any commercial use of the Solution and not rent it to any third party, free of charge or for a fee.

-    Report any Anomaly concerning the operation of the Solution, in order to allow CLIMEET to implement the maintenance procedures provided for in article 3.4 of the General Terms and Conditions.

-    Report without delay to CLIMEET any access or use of the Solution or any of its elements in contradiction with the terms of the General Terms and Conditions or any action likely to infringe CLIMEET's rights so that the latter can take measures which it deems appropriate.

6.2    The Client guarantees compliance with the obligations stipulated in this article 6 by Users. 

Article 7: Financial conditions

7.1    Rates:

7.2.1.    Subscriptions ordered by the Client from those listed in Article 3.2 are priced according to the current rates on the Site on the day of the Client's subscription. These rates are accessible in the "rates" section, and the Client declares having fully acknowledged and understood them.

7.2.2.    CLIMEET reserves the right to change prices at any time but commits to applying the rates in effect on the day of subscription.

7.2.3.    Prices are expressed in euros excluding taxes, with the applicable VAT rate being that in effect on the day of invoicing.

7.2.4.    Billing - Late Payment

7.2.5.    Subscriptions are billed on the day of the subscription's initiation.

7.2.6.    Subscriptions are payable through a secure method directly on the Site by credit card or SEPA direct debit.

7.2.7.    Without prejudice to other rights of CLIMEET, any failure or delay in payment will result in the application of late payment penalties equivalent to the rate practiced by the European Central Bank in its most recent refinancing operation, increased by 10 (ten) points.

7.2.8.    In this case, the Client will also be automatically liable for a fixed compensation for recovery costs amounting to 40 € (forty euros). If the recovery costs incurred exceed this fixed amount, CLIMEET may request additional compensation, upon justification.

7.2.9.    In the event of late payment, CLIMEET also reserves the right to suspend the execution of Services.

Article 8: Duration 

8.1    Subscriptions are taken out for an initial period of one (1) year starting from the date of subscription.

8.2    They are renewed by tacit agreement for periods of the same duration unless denounced by one or the other of the Parties by sending a registered letter with acknowledgment of receipt three (3) months at the latest before the date. expiration of the current period.

8.3    The Client will also have the right to terminate the Contract at any time, without reason, subject to three (3) months’ notice. In such a case, the price of the Annual Subscription for the current year will remain acquired by CLIMEET, despite the early nature of the termination.

8.4    The provisions of Articles 11 (reference), 12 (liability), 13 (confidentiality), 14 (Personal data) and 15 (non-disparagement) survive the expiration of the contractual relationship between the Parties whatever the nature thereof. cause and in the terms provided for by these articles. 

Article 9: Intellectual Property - Guarantee

9.1 CLIMEET’s Private Rights

9.1.1    The Services are protected by Proprietary Rights that belong to CLIMEET, and the General Terms and Conditions (GTC) do not affect a transfer of these rights to the Client, except for the sole exploitation authorization referred to in Article 9.1.2 below.

9.1.2    CLIMEET grants to the Client, for the duration of the contractual relationship between the Parties, a non-exclusive and non-transferable right to use the Solution, which is exclusively understood as the right to implement the Solution according to its intended purpose, in SaaS mode via a connection to an electronic communication network.

9.1.3    The Client is prohibited from any use of the Solution other than that specified in Article 9.1.2, directly or indirectly, and in particular from:

-    Use all or part of the Solution for any purpose other than its on-screen consultation or in printed form.

-    Use the Solution for any purpose other than within the scope of the Applicative Services and/or the conditions expressly defined in the General Terms and Conditions (GTC), particularly for purposes other than the client's own needs or those of the Users and/or outside of the subscribed scope.

-    Engage in any act of reproduction or representation of the Solution, including its interface or documentation, whether permanently or temporarily, in whole or in part, in any form whatsoever, and in particular to copy, display in a frame, or replicate on a mirror site any part of its content.

-    Perform reverse engineering, decompiling, disassembling, modifying, translating, creating derivative works of the Solution or any part of it.

-    Circumvent any technology used to protect the content accessible via the Solution.

-    Artificially increase or decrease the number of readings or otherwise manipulate the Solution using a script or other automated process.

-    Sell, rent, sublicense, make available, or otherwise transfer and/or share all or part of the rights related to the Solution, by any means to any third party other than the Users.

-    Introduce into the Solution any virus, robot, bot, or any other automated system or any other code element, intended in whole or in part to disrupt or damage the Solution and/or alter, damage, or delete any content, and/or retrieve or record information on the Solution.

9.1.4    CLIMEET expressly reserves the right to intervene on the Solution in such a way that it is used in accordance with its intended purpose and the stipulations of the General Conditions of Sale.

9.1.5    The Client formally refrains from intervening or involving third parties in the Solution.

9.1.6    The Client guarantees compliance with the aforementioned obligations by Users.  

9.1.7    The provisions of this article 9.1 constitute an essential and determining condition for the conclusion of the GTC, non-compliance with which will result in the resolution without formalities and without prejudice to any damages that CLIMEET reserves the right to claim in compensation for its prejudice.

9.2    Private Rights of the Client: 

9.2.1.    The Client's Private Rights remain his property. 

9.2.2.    During the term of the Subscriptions, the Client grants CLIMEET and its possible subcontractors a non-exclusive, worldwide, and free license to use the Data necessary for the provision of the Services. CLIMEET undertakes to only use the Data for the sole purpose of providing the Services. 

9.2.3.    This license shall terminate automatically at the end of the Subscription, unless otherwise required by law or contract.

9.3    Rights in regard to results: 

9.3.1.    Assignment of Rights on the Results to the Benefit of the Client:

Subject to the full payment of the price by the Client, CLIMEET assigns to the Client all intellectual property rights attached to the Results, as they are developed, under the conditions explained below.

The assignment is granted for the entire world and for the duration of legal protection as defined by the Intellectual Property Code and the applicable regulations in each country, including any extensions that may be made.

The assignment includes the following rights: 

-    The right of reproduction: this right includes in particular the right to reproduce, directly or indirectly through a third party, all, or part of the Results: 

o     On any magnetic, optical, digital, or electronic recording medium, known or unknown, current, or future (hereinafter the “Digital Media”).
o    Through any digital network and in particular the Internet (hereinafter the “Digital Networks”).

-    The right of representation: This right includes, in particular, the right to disclose to the public, to represent or have represented by a third party, all or part of the Results and their adaptations, by any means of communication to the public, known or unknown, current, or future, on Digital Media and through Digital Networks.

-    The right of adaptation: This right includes, in particular, the right to translate all or part of the Results into any language and to adapt, directly or through a third party, their form, presentation and/or content, by adding, deleting, or changing one or several elements, as well as to reproduce or represent all or part of these adaptations on Digital Media and through Digital Networks.

9.3.2.    Use of Results by CLIMEET for statistical purposes:

The Client grants CLIMEET, who accepts it, an exclusive, free and perpetual license, allowing it to access the Results and exploit them for statistical purposes on any known or unknown medium.

This license is granted for the whole world.

9.4    Guarantees: 

9.4.1.    Guarantees of the Client: 

9.4.1.1    The Client declares and warrants that it has all the necessary authorizations for the use of its Data and that it can freely grant the license under the terms set forth in Article 9.2 of these General Terms and Conditions (GTC). The Client guarantees the company CLIMEET against any recourse that may be exercised against it by a third party due to the use of the Data under the terms of the license granted in Article 9.2 of these GTC.

9.4.1.2    The Client undertakes to indemnify the company CLIMEET for all financial consequences that it may incur due to a breach by the Client of the aforementioned guarantee in Article 9.3.1.1.

9.4.2.    Guarantees of CLIMEET: 

9.4.2.1    CLIMEET guarantees that it holds the necessary intellectual property rights for granting the license referred to in Article 9.1.2 of the General Terms and Conditions (GTC) and that the Client's use of the Solution in accordance with the terms of the CGV does not infringe upon the rights of third parties.

9.4.2.2    CLIMEET provides no other warranty of conformity except that the Solution conforms to the description of its characteristics, as stated in these General Terms and Conditions (CGV) and on the Website. 

Article 10: Termination 

10.1.    Any serious breach by a Party of any of the obligations imposed on it by the General Conditions of Sale, not repaired within fifteen (15) days from the sending of a registered letter with acknowledgment of receipt, entitles you to for the other Party to unilaterally avail themselves of their automatic termination, without prejudice to any damages and interest to which it may be entitled, in accordance with article 1224 of the Civil Code.

10.2.    In this case, CLIMEET will immediately stop distributing the Services and the Client will cease all use of the Solution.  

Article 11: Reference

For the entire duration of the Subscription taken out by the Client and for five (5) years following its expiration, the Client authorizes CLIMEET to use its name, brand, and logo as a professional reference, on all internal communication media. and external, printed, or digital, in particular its website, and for exclusively promotional use. 

Article 12: Responsibilities

12.1.    Principles of responsibilities: 

12.1.1.    CLIMEET commits to implementing the necessary means for the proper functioning of the Services and to make the Solution available to the Client under an obligation of means, which the Client expressly and unreservedly accepts.

12.1.2.    Each Party assumes responsibility for the consequences resulting from its failures, faults, errors, or omissions, as well as those of its potential subcontractors, causing direct damage to the other Party under the conditions and limits defined below.

12.1.3.    Neither Party is responsible for indirect damages suffered by the other Party in the sense of article 1231-4 of the Civil Code, such as loss of profit or turnover, missed gains, loss of clientele, commercial prejudice, loss of information, loss of opportunity, or loss of time.

12.2.    Exclusions of liability: 

12.2.1.    The Client is solely responsible for the use of the Solution and its Data, with CLIMEET's liability limited to the provision of Application Services. Within the limits allowed by law, CLIMEET provides no warranty including, but not limited to, levels of availability or the fact that the Services will be free from Anomalies or that they will operate without failure or interruption, that they will function in combination with any hardware, software, system, or data, or that the Services will be free from viruses or any other harmful elements. It is the Client's responsibility to take all appropriate measures to protect their own hardware, data, and/or software stored on their computer equipment against any infringement and to inform the User of this. 

12.2.2.    CLIMEET does not guarantee the balance sheets, evaluations, and other results generated by the Solution, which are based on the information entered by the Client and/or the Users. CLIMEET cannot be held responsible for damages resulting from possible errors in the information entered by the Client and/or the Users, particularly regarding the Client's CSR (Corporate Social Responsibility) strategy.

12.2.3.    CLIMEET will not be responsible for cases of unavailability or slowdowns of the related Application Services: 
-    Due to a force majeure event or a decision by the authorities.
-    Due to abnormal, fraudulent, or non-compliant use of the Application Services by the Client, the Users, or third parties as per the terms of the General Terms and Conditions (CGV);
-    Due to technical uncertainties inherent to the Internet, including the spread of viruses through it, and interruptions of access that may result, and any damage in the event of a failure by telecommunications operators, the electricity provider, or any service provider involved in the execution of the CGV;
-    Due to maintenance work or interventions necessary for the proper functioning of the servers, for operational reasons, or in case of emergency;
-    Due to changes in technology, of any nature, especially those related to navigation systems, or changes in current regulations..

12.3.    Limit: 

If, however, CLIMEET's liability were to be established, the amount of damages that could be charged to it shall not exceed, for all damages combined, the annual price of the Subscription taken out by the Client during the contract year in which its liability is invoked, in accordance with Article 1231-3 of the Civil Code.

Article 13: Confidentiality

13.1.    The Parties undertake to take all necessary measures to ensure that Confidential information is: 

-    Is protected and kept strictly confidential, so that they are neither disclosed, nor communicated, nor disseminated, in any form and to any third party whatsoever without the prior, express and written agreement of the other Party, except to persons and/or entities who have legitimate knowledge within the framework and solely for the purposes of the execution of the General Terms and Conditions and the Party concerned is responsible for imposing on them the same obligation of confidentiality as that subject to this article;
-    Is not used for purposes other than the proper execution of the General Terms and Conditions.

13.2.    However, this confidentiality commitment does not apply to information:

-    Which is part of the public domain and which as such are accessible without one of the Parties providing them to the other.
-    Of which one of the Parties will have expressly and in writing accepted the disclosure to third parties.
-    Whose disclosure is imposed by public or judicial authorities by virtue of a court decision, an investigative procedure, an investigation or any applicable law or regulation, after having previously alerted the other Party and have used its best efforts to limit, to the extent legally possible, the extent of the disclosure.

13.3.    This obligation of confidentiality will survive the expiration of the Subscription, whatever the cause, and will remain in force as long as the Confidential Information has not fallen into the public domain.

Article 14 : Personal data

CLIMEET and the Client undertake to comply with the regulations in force applicable to the processing of personal data and in particular: 

-    The European Regulation No. 2016/679 of the European Parliament and of the Council of April 27, 2016, concerning the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter referred to as "GDPR");

-    The French Law No. 78-17 of January 6, 1978, relating to data processing, files, and freedoms in its current version (hereinafter referred to as the "Data Processing and Liberties Law");

-    All mandatory directives or recommendations from the National Commission on Informatics and Liberty (CNIL) that would be applicable to the processing of personal data.

14.1.    Information on Personal Data concerning Users, collected by CLIMEET as data controller: 

14.2.    For the purposes of creating and managing Personal Accounts, CLIMEET may process Personal Data concerning Users, such as last name, first name, name of the Client to whom it is attached, telephone number, email address and password.

14.3.    The Personal Data referred to in article 14.1.1 are processed in accordance with the confidentiality policy accessible from the Solution, which Users must accept to create their Personal Account.
 
14.4.    Information on Personal Data collected where applicable by CLIMEET as subcontractor of the Client: 


The Solution is not intended to collect Personal Data but rather information related to events managed by the Client or their general CSR (Corporate Social Responsibility) strategy. Consequently, the Client is prohibited from entering any Personal Data, especially sensitive Personal Data, concerning any third parties. In the event of non-compliance, the Client is solely responsible for the consequences arising from the entry of these Personal Data and their legality in terms of GDPR.

Should CLIMEET be authorized by the Client to process Personal Data on its behalf within the framework of the execution of the General Terms and Conditions of Sale (CGV), for the purpose of fulfilling the obligations imposed on it under the CGV, the responsibility for this processing and all the legal and regulatory obligations it entails shall rest with the Client. In such cases, CLIMEET will act as a subcontractor in accordance with the detailed terms set out in Article 14.3.2 below. 

14.2.1.    As a subcontractor, CLIMEET undertakes to:

-    Process Personal Data in accordance with the Client's instructions, as detailed and documented in this Article 14. If CLIMEET believes that an instruction constitutes a violation of the GDPR or any other provision of European Union law or member state law relating to data protection, it must immediately inform the Client. Moreover, if CLIMEET is required to transfer data to a third country or an international organization under Union law or the law of the member state to which it is subject, it must inform the Client of this legal obligation before processing, unless the relevant law prohibits such information for significant reasons of public interest;

-    Ensure the confidentiality of Personal Data;

-    Ensure that persons authorized to process Personal Data under the General Terms and Conditions of Sale (CGV) (i) commit to respecting confidentiality or are subject to an appropriate legal obligation of confidentiality, (ii) receive necessary training in the protection of personal data;

-    Take into account, in terms of its tools, products, applications, or services, the principles of data protection by design (Privacy by Design) and by default (Privacy by Default).

-    Provide the Client with the necessary information and means to demonstrate compliance with the obligations set out in this Article 14 and to enable the performance of audits.

14.2.2. The Client grants CLIMEET a general authorization to use subcontractors (hereinafter referred to as "Subsequent Subcontractors") provided that CLIMEET is informed 15 (fifteen) calendar days in advance. This information should include the details of the subcontracted processing activities, the identity and contact details of the Subsequent Subcontractor, the assurances provided by the latter, and the dates of the subcontracting agreement. If the Client objects to the change or addition of Subsequent Subcontractors, CLIMEET may provide all reasonable information requested by the Client to assess the suitability of the newly selected Subsequent Subcontractor. If the objection persists, the Client will be deemed to have initiated the termination of the General Terms and Conditions of Sale (CGV).

In any event, CLIMEET will impose the same data protection obligations on the Subsequent Subcontractor as those charged to it under the CGV, particularly in terms of providing sufficient guarantees regarding the implementation of appropriate technical and organizational measures to ensure that the processing meets the requirements of the GDPR. If the Subsequent Subcontractor fails to fulfill its data protection obligations, CLIMEET will remain fully responsible to the Client for the execution of the Subsequent Subcontractor's obligations.

14.2.2. CLIMEET commits to implementing technical and organizational measures to ensure the security of Personal Data.

14.2.3. The Client is responsible for implementing appropriate technical and organizational measures to ensure the security of its own resources, systems, applications, environments, and operations.

14.2.4. CLIMEET will notify the Client of any Personal Data breach within a maximum of 72 (seventy-two) hours after becoming aware of it.

In such a case, CLIMEET will also notify the competent supervisory authority (CNIL) on behalf of and for the Client about the Personal Data breaches as soon as possible, and if feasible, within 72 (seventy-two) hours after becoming aware of it, unless the breach in question is unlikely to result in a risk to the rights and freedoms of natural persons.

The notification contains at least:

-    The description of the nature of the Personal Data breach including, if possible, the categories and approximate number of individuals affected by the breach and the categories and approximate number of Personal Data records involved;
-    The name and contact details of the data protection officer or another point of contact from whom further information can be obtained;
-    The description of the likely consequences of the Personal Data breach;
-    The description of the measures taken or proposed to address the Personal Data breach, including, where appropriate, measures to mitigate its possible adverse effects..

If, and to the extent that it is not possible to provide all this information at the same time, the information may be communicated in a phased manner without undue delay.

When the Personal Data breach is likely to result in a high risk to the rights and freedoms of the affected individuals, and unless one of the conditions specified in Article 34(3) of the GDPR is met, the Client must also communicate the above-mentioned information to the said affected individuals as soon as possible.

14.2.2.    The Client shall be responsible for responding to any requests from Users or affected persons exercising their rights: right of access, rectification, erasure, and objection; right to restriction of processing; right to data portability; right not to be subject to automated individual decision-making (including profiling). However, to the extent possible, CLIMEET commits to provide the Client with the information in its possession to assist in fulfilling this obligation.

14.2.3.    In the event that CLIMEET directly receives a request to exercise rights, CLIMEET commits to forwarding it to the Client immediately upon receipt, via email to the address provided at the head of these General Terms and Conditions of Sale (CGV).

14.2.4.    CLIMEET commits to assisting the Client in conducting impact assessments related to the protection of Personal Data or prior consultation with the supervisory authority.

14.2.5.    At the end of the subscription, CLIMEET commits, at the Client's choice, to either destroy all Personal Data and all copies thereof in any form and on any medium, or to return them free of charge to the Client in a standard market format (.xls, .csv,. json, .xml), within a period of ninety (90) days from the Client's request. CLIMEET will not provide any other service with respect to reversibility, which the Client expressly and unreservedly accepts.

Article 15 : Non-disparagement

15.1.    Each Party refrains from making comments that are denigrating, damaging or could harm the interests, image, and reputation of the other Party.

15.2.    It is expressly agreed that compliance with this non-disparagement obligation constitutes an essential and determining obligation of the consent of each of the Parties.

Article 16 : Miscellaneous

16.1    Insurance

Each of the Parties undertakes to take out and maintain in force, with a reputably solvent insurance company, an insurance policy covering its liability, its activities and its obligations resulting from the General Conditions of Sale for the part which concerns it..

16.2 Independence of the Parties

16.2.1.    Each Party is an independent entity acting in its own name and under its own responsibility. The General Terms and Conditions of Sale (CGV) cannot be interpreted as establishing an agency contract, a distribution contract, a joint venture, an employer-employee relationship, or a franchisor-franchisee relationship between the Parties. 

16.2.2.    The organization and terms of provision of the Services will be defined by CLIMEET.

16.2    Force majeure

16.3.1.    Any case of force majeure beyond the control of the Parties as defined by Article 1218 of the Civil Code, which could not be reasonably foreseen at the time of acceptance of the General Terms and Conditions of Sale (CGV), and whose effects could not be avoided by appropriate measures, will relieve each Party of its obligations under the CGV for as long as such an event and its effects continue.

16.3.2.    The Party affected by the force majeure event shall immediately inform the other Party by sending a written notice when the force majeure event occurs and when it ends. The Party affected by the force majeure event must take all reasonable measures to limit its impact on the other Party and commits to resume the execution of the GTC as soon as the force majeure event has ceased.

16.3.3.    If the impediment or delay persists for more than three (3) months, the Party not affected by the event may terminate the General Terms and Conditions after receipt by the other Party of one (1) month's written notice with acknowledgment reception.

16.3    Autonomy of stipulations

If a stipulation of the GTC is or becomes illegal or cannot be applied and if this does not affect the economic or legal aspects of the operations envisaged herein, the other stipulations of the GTC will nevertheless remain in force and effective. 

16.4    Sub-contractor

CLIMEET will have the option to subcontract all or part of the execution of the Services and to substitute one subcontractor with another of its choice

Article 17: Applicable law – Attribution of jurisdiction

17.1. The General Terms and Conditions of Sale (CGV) are governed by and interpreted in accordance with French law.
17.2. In the event of a dispute or disagreement arising particularly regarding their validity, interpretation, and/or execution, the Parties agree to exert their best efforts to reach an amicable agreement. Failing that, the dispute will be submitted to the jurisdiction of the competent Courts of Paris.