Terms and conditions of use
Mayday is a publisher of an online platform intended for the actors of the electronic commerce and all the professionals wishing to improve their customer relations and customer experience. Mayday's services are delivered in SaaS (Software as a service) mode. The Services are rendered only for professional purposes, that is to say for any person or entity that has a regular paid activity in any industrial or commercial type, including marketing, advertising, investment or software development.
1. Purpose / Document hierarchy
The purpose of the present document is to define the conditions of use of the services provided by Mayday and described in Article 2 (hereinafter the "Services"), as well as to define the rights and obligations of the Parties in this context, and in particular of the users of the Services.
The Customer has access to the following Services, under the conditions that Mayday deems most appropriate. The main Services are the following:
- Creation, updating and continuous improvement of a knowledge base to assist agents in processing incoming and outgoing customer service requests;
- Integration of the said knowledge base with the production tools used by the Customer via a dedicated Zendesk application and/or a dedicated Chrome extension ;
- Access to reporting on the use and performance of the knowledge base;
Mayday takes care of the Services actively and permanently to detect and solve any problems. Mayday has put in place internal procedures and security policies to ensure an optimal quality of services including security (infrastructure redundancy, multi-level alarm systems, etc...).
Each Party may only show the partnership between Mayday and the Customer in post-use, on any medium, in particular by displaying the logo and text provided by the other Party.
The reports or elements provided by Mayday are for the Client's internal use only. The Client may share these reports with third parties for analysis, subject to the confidentiality obligations imposed by the third parties not to include the information in the reports. Otherwise, the Client may not sell, rent, disclose or make public the reports without Mayday's permission.
- Mayday connects the knowledge base to the Customer's tools and interfaces
- Mayday supports the Customer in the configuration and the increase in competence of its knowledge base
- Mayday provides access to client administrator users
- The Customer has the knowledge management interface and the knowledge consumption interface connected to his production tools and can peacefully enjoy the Services
The Client must validate each step of the creation, modification and implementation of the knowledge base and assume sole responsibility for it. In this respect, it is reminded that Mayday only acts as the Client's representative in the execution of the knowledge base which is the sole responsibility of the Client. Thus, any subsequent modification of the knowledge base, whether recommended or not by Mayday, will have to be validated by the Client who will then assume the sole responsibility.
It is reminded that the content of the messages is always under the editorial authority of the Client who is solely responsible for it.
Mayday is in charge of the creation of the Customer's account, then issues him with his first connection identifiers which he can then modify as he wishes and use to invite and create the accounts of all persons concerned by the Services.
A license is associated with a user (a first name and a surname), declared by the Client.
The Customer is informed and accepts that the information provided when opening his Account is presumed to establish his identity. The Customer can access his Personal Space by logging on to the administrator interface and using his login and password. The Customer agrees to use the Services for personal use only and agrees not to allow any third party to use the Services unless he accepts all the consequences thereof. Any use of the Services with a Customer's login and password will be irrefutably deemed to be made by the said Customer. Likewise, the Customer must keep his login and password secret. The Customer must contact Mayday immediately as soon as he knows that his Account has been used without his agreement. The Customer acknowledges that Mayday may take any appropriate action, including the suspension of the Account/Personal Space.
The Customer can add or remove licenses at any time from his administrator area.
The Client undertakes, in the context of the use of the Services, to comply with all applicable laws and regulations, the Platform or Referencing Guidelines and not to violate public order or the rights of third parties. The Client is solely responsible for complying with the necessary administrative, fiscal and/or social formalities in relation to its use of the Services. Mayday shall in no way be liable in this respect.
The Customer acknowledges having read on the Mayday website and understood the characteristics and limitations of the Services and in particular their scope. The Customer is solely responsible for its use.
The Customer undertakes to use the Services on a personal basis. It may not transfer, sub-license, delegate or assign all or part of its rights hereunder to a third party.
The Customer undertakes to make reasonable use of the Services. The Customer will provide fair, correct and adequate information and data. In the event that a Service is unfortunateely proposed, an incorrect price displayed, incorrect specifications or information not conforming to the present, Mayday reserves the right to refuse or cancel any order placed on this basis, whether or not the order has been confirmed.
The customer may entrust a subcontractor with the use of the Mayday Services for the management of its customer relationship. In this case, he shall ensure that his subcontractor complies with the same rules concerning the use of Mayday Services and shall assume the responsibilities thereof.
The Customer is not allowed (and shall not encourage third parties) to use the Services for :
- any act, declaration or omission having for cause or consequence the violation of the applicable law and/or regulation and/or the present and/or the Guidelines / General Conditions of the platforms or referencing, including any act of denigration, defamation, incitement to hatred, etc... ;
- upload, post, send or otherwise transmit any Content that the Customer is prohibited by law or contract from transmitting;
- spamming through the Services or use/activate any related processes when the Customer is not logged in;
- interfere with or disrupt the Services, servers or networks connected to the Services, or limit the requirements, procedures or regulations of networks connected to the Services;
- circumvent the limits of use or access to use the Services;
- use mechanisms prohibited by the platforms, as well as damage to Mayday's servers, bandwidth, or information systems, as reasonably estimated by Mayday; and/or
- sell or license all or part of any access to the Services or information hosted and/or shared on the Site; and/or
- design, build and/or have built a system, application, software or package that competes with the Services.
The Customer shall be responsible for all sums, costs, attorney's fees and expenses that may be incurred or to which Mayday may be ordered to pay in respect of any action, proceeding or claim in connection with (i) a breach hereof, (ii) the Customer's use of the Services and/or (iii) the unauthorized use of the Services.
The Client undertakes to grant all the rights necessary for the performance of the services, the Services and more generally the execution hereof, including, where applicable, the rights to access and use third-party software or services (e.g. Zendesk).
6. Financial conditions
Prices are expressed exclusive of taxes and duties. They are referred to in the quotation or contract drawn up with the Client in return for the Services.
One (1) license corresponds to one (1) user.
The number of active licenses may fluctuate up or down depending on the Customer's needs.
The total number of licences set at start-up is the minimum guaranteed throughout the contractual period. Regardless of the number of licenses actually created or active each month, the guaranteed minimum is due for the entire duration of the contract or quotation and regardless of any fluctuations.
If the number of licences planned at the start is exceeded, the payment of an adjustment will be made at the end of the invoicing period. This will be justified by a summary table of the monthly active licenses held by Mayday and will be the subject of a new invoice.
Example: 10 additional licenses for 3 months
10 x 3 x [licence price] = End of billing period adjustment
Billing for subsequent years is based on the number of monthly users recorded at the end of year n-1.
Any license activation is valid for a minimum of 30 days notwithstanding its actual use.
The Customer and Mayday may also agree on services aimed at supporting the Customer in the implementation of its knowledge base, its improvement or its ongoing management.
Services may be provided on a one-off basis or on a recurring basis. The deliverables, duration and invoicing conditions are referred to in the contract or quotation established between the Parties.
The Customer is informed and expressly accepts that any delay of payment in whole or in part, within the framework of the present, will automatically, without prejudice to the other rights of Mayday and subject to prior written notification of 8 days remained without effect:
- the immediate suspension of the Services until full payment of the sums due by the Customer,
- the invoicing of a late interest by Mayday, at the rate of 3 times the legal interest rate applied on all the late sums concerned,
- the invoicing of a lump sum of 40€ for debt collection.
The Customer expressly declares and accepts that the operations carried out within the framework of the execution of the present and the number of users are recorded by Mayday. These data are irrefutably presumed to be the only evidence accepted between the Parties, in particular for the calculation of the amounts due to Mayday.
Any application of Article 1223 of the French Civil Code must be discussed beforehand between the parties, it being understood that the final agreement must be in writing. In the event of failure to reach an agreement within 15 days, the Parties shall appoint within 15 days an out-of-court expert to determine the price. The expert will have 15 days to draw up his report. The costs shall be borne by the Parties on a 50/50 basis. The price proposed by the expert will be applicable (and not disputable by the Parties).
The Contract shall come into force on the date of signature for the firm period referred to in the contract or quotation. It is then tacitly renewed for a period of the same firm term, which can be terminated by registered letter with acknowledgement of receipt with a 3-month notice period before the end of the firm term.
In the event of violation by the Customer of all or part of the present terms or more generally of the violation of a law or regulation, Mayday reserves the right, without prejudice to its other rights and without additional formality, to take, subject to prior written formal notice (except in the case of a fault deemed serious by Mayday), any measure it deems appropriate and in particular :
- the immediate suspension of access to the Services for the Customer;
- informing the competent authorities; and/or
- any legal proceedings and/or ;
- the termination hereof.
In addition, Mayday will have the right, with a 3 months notice, to terminate the present contract without fault in case of termination of all or part of a Service.
Mayday is committed to facilitating reversibility / transferability in the best conditions. Reversibility corresponds to all the actions and provisions that Mayday will have to take to transfer the necessary data to the purchaser, at the end of the contract or at the early termination of the contract for any reason whatsoever.
During this phase, Mayday remains responsible for operational maintenance tasks, and implements all means to ensure service continuity and limit the duration of the reversibility operation, whatever the reason for the transfer of contractual relations.
The Customer shall notify Mayday by registered letter with acknowledgement of receipt of his decision to implement the reversibility as well as the name of the buyer and the desired date of launching the reversibility. This notification shall be made at least one month before the date on which the reversibility is to be launched. Mayday shall then confirm the date or propose another date reasonably acceptable to the Customer and propose a reversibility plan to be validated by the Customer.
The price of reversibility/transferability is invoiced on the basis of the rates in force on the day the reversibility is ordered (the GRT is €1,000 per day excluding VAT for 2020).
Mayday provides the Services with care and in accordance with market practices within the framework of an obligation of means, which the Customer acknowledges and accepts. Mayday does not guarantee any campaign result, threshold, objective or recruitment, any projections being only indicative. The Services are provided "as is", any other legal or contractual guarantee being expressly excluded.
Mayday only provides the Services. Mayday reminds that it has no control or ownership over the content hosted as part of the Services. Thus, Mayday cannot be responsible for any content insofar as Mayday intervenes only as a host. The Customer acknowledges and accepts that Mayday can remove from the Services any illicit/illegal content that Mayday may have to know about, notably in case of complaint from a third party or on a judicial decision. Mayday will alert the Customer prior to any deletion, it being however specified that in the event of legal and/or administrative proceedings, it may happen that the authorities / third parties request a deletion without alerting anyone, including the Customer. The Parties waive the application of article 1222 of the Civil Code.
Mayday takes all appropriate measures to preserve the security and confidentiality of the indexed and hosted content and to prevent unauthorized access to such content.
Mayday guarantees the Customer that he will be able to peacefully enjoy the Services during the duration of the present contract, subject to the Customer's compliance with the present contract and the law. In this respect, Mayday will bear all the sums, costs and expenses to which the Customer will have been definitively condemned for any action, procedure or request based on a violation of a European industrial property right or an act of unfair competition, in connection with (i) a breach hereunder or (ii) the Customer's use of the Services, provided that (a) the Customer has promptly notified Mayday of such action, (b) the Customer fully cooperates and provides all information to Mayday and (c) Mayday has a monopoly of argument before any court of law by any appropriate means. Mayday does not guarantee to the Customer (i) that the Services, which are subject to a permanent search for performance improvement within the framework of a quality approach, are free of errors, faults or bugs, (ii) that the standard or specific Services to the Customer or to some of its customers according to their personal constraints, are in conformity with their needs or expectations.
The liability incurred by Mayday within the framework of the present contract is expressly and solely limited to direct and effective damages suffered by the Customer (indirect damages such as commercial or financial prejudice, loss of customers, loss of brand image, loss of profit, loss of order, commercial trouble of any kind, as well as any action emanating from third parties and which it will not be shown that they are attributable to Mayday being therefore excluded) and cannot, all faults and damages taken together, exceed the total amount paid by the Customer concerned in the year preceding the generating event. Any proceedings against Mayday must be initiated within 12 months following the event giving rise to the claim.
No Party may ever claim to limit its liability under :
- of the non-respect of its obligations of confidentiality, intellectual property ;
- under the conditions of Article 82 of the GDR ;
- personal injury as well as any damage caused by wilful misconduct or gross negligence of a Party;
- the non-performance of any essential and determining obligation of the consent of a Party to sign this Contract.
BOTH DURING THE TERM OF THE CONTRACT AND DURING THE 12 MONTHS FOLLOWING ITS TERMINATION, EACH PARTY UNDERTAKES TO TREAT AS STRICTLY CONFIDENTIAL AND TO TREAT AS SUCH THE CONTRACT AND ALL INFORMATION, WHATEVER ITS NATURE AND MEDIUM, COLLECTED DURING THE PERFORMANCE OF THE CONTRACT (HEREINAFTER "CONFIDENTIAL INFORMATION"). Information shall not be considered Confidential Information under the Contract if it (i) entered the public domain prior to or subsequent to its disclosure, without breaching any obligation under the Contract, (ii) received from third parties lawfully, without restriction or breach of the Contract, (iii) published, without such publication constituting a breach of the Contract, (iv) already known to one of the Parties, such knowledge being demonstrated by the existence of appropriate documentation, (v) resulting from internal developments undertaken in good faith by personnel of either Party who have not had access to such information, (vi) disclosed in accordance with a legal provision by any competent court or governmental authority. The Parties undertake not to disclose or allow to be disclosed, directly or through an intermediary, in whole or in part, any Confidential Information of which they may have become aware, to any third party whatsoever, with the exception of employees and/or subcontractors who need the information for the performance of their obligations. Without prejudice to the other provisions of the Contract, the Parties undertake, in this respect, to take all necessary measures with their employees and/or subcontractors so that they are subject to the same obligation of confidentiality. The Parties undertake not to use the Confidential Information in a context other than that of the Contract, even for their own account, and undertake to return, at the first request of the disclosing Party, all documents or other media containing Confidential Information that the disclosing Party may have given to the other Party in the performance of the Contract, as well as all reproductions thereof.
Mayday undertakes to provide the Services without having recourse to direct subcontracting as far as the Services themselves are concerned. However, the Parties acknowledge that for parties extrinsic to the Services such as Mayday hosting may use the services of third parties.
12. Computer security
Mayday is not intended to enter the Customer's internal information systems, but only to interoperate the Services with third party services such as Zendesk and Google Chrome.
However, if Mayday were to operate within the framework of internal information systems on written request of the Customer, then the Customer must first communicate the charter for the use of computer resources intended for service providers, limit the field of intervention of Mayday to the strictly necessary elements and instruct its needs in writing.
Mayday undertakes to communicate to the Customer, at the signature of the Contract and every six months following the start date of the Contract, at the request of the Customer :
- a certificate of provision of social declarations issued by the social protection body responsible for collecting social security contributions and contributions payable to Mayday and which are less than six months old ;
- a certificate on the honour of Mayday of the filing with the tax authorities, on the date of the certificate, of all mandatory tax returns;
- an extract of the entry in the commercial register ;
- a certificate of honor established by Mayday of the realization of the work by employees regularly employed with regard to the articles 1221-10, L. 3243-2 and R. 3243-1.
Throughout the duration of the present Contract, Mayday, as the sole employer, will retain control and hierarchical direction of its staff performing the services and will assume responsibility for the working conditions and in particular for the organisation of the working hours of the staff concerned and the respect of the legal working time.
Mayday undertakes that its staff, when they are on the Customer's premises, will comply with the Customer's internal regulations (provided that they are communicated beforehand) and with the provisions applicable to external companies present on the said premises and in particular those relating to hygiene and safety.
Mayday is committed to a CSR approach and respects the legislative and regulatory corpus relating to social and environmental responsibility, namely :
- Article 225 of the French law 2010-788 of July 12, 2010 on the national commitment for the environment (known as "Grenelle II") requiring the publication of social and environmental information in the management report;
- Directive 2014/95/EU of the European Parliament and of the Council of 22 October 2014 on the publication of non-financial information by companies, known as the "CSR Directive";
- French law n° 2016-1691 of 9 December 2016 on transparency, the fight against corruption and the modernisation of economic life;
- the French law 2017-399 of 27 March 2017 relating to the duty of vigilance of parent companies and ordering companies.
15. Fight against corruption
Each Party declares :
- that it is aware of any anti-corruption legislation applicable to the Contract, and that it has implemented rules to comply with such legislation and to adapt to future developments;
- that neither a Party nor any person under its control has committed or will commit, directly or indirectly, any act of corruption;
- that it has in place appropriate rules to prevent the commission of acts of corruption by itself, its agents or other intermediaries and controlled persons, and to ensure that any evidence or suspicion of the commission of an act of corruption is thoroughly investigated, dealt with with due diligence and reported to the management of each Party;
- that neither a Party nor any of its agents, intermediaries or controlled persons is prohibited (or treated as prohibited) by a governmental or international body from bidding for, contacting or working with that body on account of proven or suspected corruption;
- that records relating to its activities, including accounting records, are kept and preserved in such a way as to ensure their integrity in a form usable by the Party concerned.
The Customer shall not, under any circumstances, disclose, transfer, export or re-export, directly or indirectly, any software, technology of the Services (or similar product) provided hereunder, to any destination and/or user prohibited by Regulation 428/2009 (as amended) and applicable national laws and any other export law/regulation, without the prior written consent of the European Commission, Customs or any other competent authority.
17. Applicable law / jurisdiction
The present are subject to French law.
IN THE EVENT OF ANY DIFFICULTY OR DISPUTE BETWEEN THE PARTIES ARISING FROM THE INTERPRETATION OR EXECUTION OF THIS CONTRACT, THE PARTIES UNDERTAKE TO SEEK AN AMICABLE SOLUTION WITHIN A REASONABLE PERIOD OF TIME. IN THIS RESPECT, ANY DISPUTE SHALL BE SUBMITTED IN ADVANCE TO MEDIATION IN ACCORDANCE WITH THE MEDIATION RULES OF THE CMAP TO WHICH THE PARTIES DECLARE TO ADHERE.
FAILING AN AMICABLE SOLUTION, ANY DISPUTE (INCLUDING EMERGENCY PROCEDURES, PROTECTIVE PROCEDURES) RELATING TO THE EXECUTION, NON-EXECUTION OR INTERPRETATION OF THE CONTRACT WILL BE SUBMITTED TO THE COMPETENT COURTS WITHIN THE JURISDICTION OF THE PARIS COURT OF APPEAL, INCLUDING IN THE EVENT OF AN APPEAL IN WARRANTY AND/OR MULTIPLE DEFENDANTS.