Octolis, a simplified joint-stock company registered with the Créteil Trade and Companies Register under number 899 015 358 with its registered office at 5 Avenue du Général de Gaulle, 94160 Saint-Mandé, France (hereafter “Octolis“) operates a data management solution via its website www.octolis.com (“the Site“).
Any special conditions potentially negotiated between Octolis and the User shall prevail over these General Conditions of Use.
The terms used in this document are defined as follows:
- The “User” means any natural or legal person using the Octolis Services.
- The “Services” provided by Octolis are the features made available to Users via the Site.
- The “data processor” is the company that performs data processing at the request of a data controller. Thus, Octolis acts as a data processor to make its Services available to Users, who define the purpose and the means of the processing. Octolis may also use secondary processors (“sub-processors”) to carry out data processing on its behalf.
- The “User’s data” is understood as data processed by Octolis on behalf of the Users within the framework of the performance of the Services subscribed.
“Personal data” means information relating to an identified or identifiable natural person.
The “Parties” shall mean Octolis and the User.
1. Purpose of Octolis Services
Octolis provides data management solutions for data preparation, segmentation or data flows via the Site.
2. User account management
The use of Octolis Services requires the creation of an online account.
The Users are responsible for the accuracy of the information they provide and undertake to update the information concerning them or to notify Octolis without delay of any change affecting their situation.
The Users shall take all useful measures to maintain the confidentiality of access to their account.
In the event of fraudulent use of their account, the Users undertake to immediately notify Octolis and change their access password without delay.
Any costs resulting from such unauthorised use shall be borne by the Users until Octolis has been notified by them of such use.
Octolis shall in no event be liable for material or immaterial damages resulting from the use of the account by a third party, with or without the Users’ permission.
Octolis shall store messages sent through its platform on behalf of the Users. Data sources shall be maintained as long as the Users correctly set up and update their account. Octolis shall protect the integrity, confidentiality and administrative, material and technical security of the Users’ personal information.
3. Financial conditions
By subscribing to Octolis Services, the Users agree to pay the price corresponding to the Services selected and to their country of residence.
Unless specifically otherwise stipulated, the prices of the Services subscribed shall be paid at the time of subscription and in the currency in which they were invoiced.
The prices displayed on the Site are exclusive of charges, and they do not include VAT. Additional charges shall be applied on the invoice according to the Users’ country of residence and applicable legal and regulatory provisions.
4. Use of the Services
4.1 Compliance with applicable regulations
Each Party declares that it shall respect the regulations applicable to its activity.
In general terms, the Users shall guarantee that the information sent via the Octolis Services does not contravene any legal or regulatory provision or a provision resulting from an international agreement applicable to them and in particular the provisions in force in France, in the State in which the User carries out their activity and in the State in which the persons appearing in data sources reside, nor the rights of third parties.
The Users authorise Octolis to use their name, brand and visual identity solely for the purpose of executing the Services.
The Users guarantee to Octolis:
- that they have full power and authority to exploit and grant intellectual and industrial property rights and that these rights are in no way assigned, hypothecated, encumbered or in any way vested in a third party;
- that they have not and will not, by assignment to a third party or by any other means, do anything likely to compromise the use of intellectual and industrial property rights;
- that they have not nor will not introduce into their campaigns any sequence, reproduction or reminiscence likely to infringe on the rights of third parties;
- that no litigation or proceedings are pending or about to be brought in relation to the intellectual property rights.
In addition, the Users shall undertake to guarantee Octolis against any claim by third parties as well as any penalty that Octolis may find itself imposed against it resulting from any non-compliance with this article.
All programs, services, processes, designs, software, technologies, trademarks and trade names and inventions appearing on the Site, accessible via the Site or via the Octolis Services , are the property of Octolis or its licensors.
The Users shall undertake not to use, in any way whatsoever, the Site, the Services or any of the elements set out above for purposes other than those provided for herein.
4.2 Protection of the personal data of third parties
4.2.1 Responsibility of the Users in relation to personal data
As creators of the data sources, the Users are responsible for the processing of the personal data appearing in those sources within the meaning of the applicable regulations. As such, if the Users are domiciled in the European Union, or if their data sources contain personal data of citizens of the European Union, the User guarantees to Octolis that they shall comply with the provisions of Regulation No. 2016/679 of 27 April 2016 (the “GDPR”) as well as those of Law No. 78-17 of 6 January 1978 Information Technology, Data Files and Civil Liberties, and in particular:
- that the personal data contained in the files transmitted have been collected and processed in compliance with the applicable regulations;
- that the Users have informed the data subjects in accordance with the applicable rules;
- where appropriate, that the collection and processing have been consented to by the data subjects;
- that the data subjects shall be allowed to exercise their rights in accordance with the applicable rules;
- that the Users undertake that the information will be rectified, completed, clarified, updated or deleted if it is inaccurate, incomplete, ambiguous or out of date, or if the data subject wishes to prohibit its collection, use, communication or storage.
It is specified that the Users are solely responsible for managing the retention periods of personal data that they upload onto the Octolis platform, and that it is incumbent on them to delete the data as and when its retention period expires. Octolis is responsible only for deleting this data at the end of its contractual relationship with the Users.
In addition, the Users shall undertake not to include in the data sources connected onto the Octolis platform any personal data known as “sensitive” within the meaning of Article 9 of the GDPR, and in particular no health data, but also no data relating to criminal convictions and offences, any social security number, or any bank card number. Octolis can in no way be held responsible for the presence of such personal data on its platform, and the consequences that could result therefrom. In the event of a violation of this clause, the User shall be solely responsible for any consequences, and undertakes to guarantee, and if necessary indemnify, Octolis.
4.2.2 Protection of the User’s personal data
Octolis has taken all the necessary precautions to preserve the security of personal data and, in particular, to prevent it from being distorted or damaged or from unauthorised third parties having access to it.
These measures include the following:
- Multi-level firewall
- Detection of intrusion attempts
- Encrypted data transmission using SSL/https/VPN technology
- Data hosted by Amazon Web Services
In addition, access to processing by Octolis Services requires authentication of the persons accessing the data, by means of an individual access code and/or password, sufficiently robust and regularly renewed.
Data transmitted over unsecured communication channels shall be subject to technical measures designed to make such data incomprehensible to any unauthorised person.
4.2.3 Conditions of the processing relationship
Octolis acts as a data processor on behalf of the Users, and undertakes to respect the obligations described in the Annex “Agreement on the processing of personal data“.
Personal data contained in the data sources may only be disclosed to third parties in the following cases:
- with the authorization of the Users certifying that the data subject have themselves authorized this disclosure;
- at the request of the competent legal authorities, on judicial requisition, or in the context of a legal dispute.
4.3 Prohibited uses
The use of the Octolis Services resulting from the subscription to the said Services is strictly personal and may not be rented or transferred free of charge or for a fee to a third party. In the absence of prior authorisation, the use of Octolis is limited to only one account per User.
Any use of the Services that may damage, disable, or overload Octolis’s infrastructure or networks connected to Octolis’s servers, or interfere with the enjoyment of the Services by other Users, is prohibited.
Any attempt to access, without authorisation, the Services, any other accounts, computer systems or other networks connected to a Octolis server or any of the Services via hacking or any other method is prohibited.
The use of the Services for the purpose of selling products or services related to illegal or fraudulent activities or encouraging such activities and, in particular, without this list being exhaustive, activities related to illegal drugs, hacking programs, instructions for assembling or creating bombs, grenades or other weapons, materials containing violence against children or which encourages violence is prohibited.
Any use of the Services in violation of the rights of third parties is prohibited.
In the event of non-compliance with this article, Octolis reserves the right to immediately block the Users’ access to their Services and to remove all information from their account without notice and without refund or any other form of compensation.
Octolis reserves the right to refuse or limit service to accounts not complying with its General Conditions of Use or with laws regulating communications companies, or accounts distributing unwanted communications.
5. Responsibilities and guarantees
5.1 Responsibilities and guarantees of Octolis
Except in cases of force majeure, Octolis guarantees to the Users the proper performance of its service rendered in compliance with these General Conditions of Use.
Any potential compensation due from Octolis, to the User or to a third party, due to the liability of Octolis, its subsidiaries or its partners, in respect of the performance of these conditions, shall not exceed the price paid by the User in return for the Service(s) giving rise to the said liability.
In no case shall Octolis guarantee to the User the economic, image or information returns that the latter may expect from data flows managed by Octolis in the context of these conditions.
Octolis does not systematically control the content of data flows managed by the Users which remains the responsibility of the Users.
In no case can Octolis be held responsible in any capacity whatsoever in relation to third parties for any damage resulting from the data flows on behalf of the Users.
5.2 Responsibilities and guarantees of the Users
The Users shall solely be responsible for the content of the data flows in the context of the performance of these conditions.
The Users may be held liable for non-compliance with these General Conditions of Use, with Octolis’s privacy or with any legal or regulatory provision or with a provision resulting from an applicable international agreement.
The Users guarantee Octolis against any damage, any claim and any recourse of third parties resulting from a violation, by the Users, of the present General Conditions of Use, of the privacy of Octolis or of any legal or regulatory provision, or a provision resulting from an applicable international agreement.
6. Changes to the use conditions, to Octolis policies and to the offer
Octolis may modify these General Conditions of Use and privacy policies as well as its offer.
The Users will be informed of any changes by email or directly on their Octolis.com account and invited to accept this change to continue using the Services.
Octolis’s General Conditions of Use and privacy policies as well as its offer updated with the latest changes are available at any time on the Site.
7. Duration – Termination
The present General Conditions of Use are in force for an indefinite period.
The Users may terminate their Octolis account directly from the Site at any time.
In the event of termination by the Users, the sums paid in consideration of the Octolis Services shall remain due to Octolis even if the Users did not exhaust the acquired data processed volume quotas.
In the event of non-compliance by the Users with these General Conditions of Use, with Octolis’s privacy or with any legal or regulatory provision or one resulting from an applicable international agreement, Octolis reserves the right to terminate the Users’ account subject to 15 days’ notice.
The termination will occur without notice in the event of non-compliance with the article “Use of Services” of these conditions.
8. Force majeure
The Parties shall not be held liable if the non-performance or delay in the performance of one of their obligations described in these General Conditions of Use results from a force majeure event.
Force majeure means any external event which was impossible to prevent and which was unforeseeable as interpreted by the jurisprudence of the French courts, and which prevents one of the Parties from performing their obligations or makes the performance of the same excessively onerous.
Expressly, the following will be considered cases of force majeure, in addition to those usually considered by the jurisprudence of the French courts, and without this list being restrictive:
- wars, armed conflicts, riots, insurrections, sabotage, acts of terrorism,
- general or partial strikes, internal or external to the company, affecting a supplier or a national operator, lockouts, blockades of transport facilities or procurement for any reason whatsoever,
- natural disasters resulting in the destruction of infrastructure, such as fires, storms, floods, water damage,
- governmental or legal restrictions, legal or regulatory changes to forms of marketing, cases involving the suspension, cancellation or revocation of any authorisation by any relevant competent authority,
- interruptions of the network of Octolis, its subcontractor or its supplier, as a result of computer breakdowns, blocking of telecommunications means, whether resulting from external attacks, interruptions to services by the access provider or other persons, and any other event not attributable to Octolis, its subcontractor or its supplier, preventing the normal performance of the services rendered,
- interruptions of the power supply of more than 48 hours.
Each party shall notify the other party by registered letter or email with acknowledgement of receipt of any force majeure event.
9. Protection of personal data concerning the User
10. Partial invalidity of the GCU
The annulment of either of the clauses of the General Conditions of Use may not entail the annulment of the same in their entirety, provided however that the balance and the general economy of the agreement can be safeguarded.
11. Applicable Law – Attribution of jurisdiction
The General Conditions of Use are governed solely by French law.
Any dispute between the Parties arising from questions as to the validity, interpretation and/or performance, termination or breach of the General Conditions of Use shall be submitted by the first-acting Party to the Commercial Court of Paris, including in the event of summary proceedings, guarantee claims and/or multiple defendants.