Terms and conditions of
Solution Mayday

Last update: March 24, 2025

Article 1 - Definitions

  1. " Support " refers to optional, dedicated and specific services provided by Mayday to the Customer, for technical and functional improvement projects for the knowledge management platform.
  2. " Administrators " refers to a User who can access the administration interface of the Solution.
  3. " Credit " means a discount granted to the Customer on the Royalty in the event of non-compliance by Mayday with its commitments under the Support.
  4. " Customer " refers to the legal entity identified in the Form that benefits from the right to use the Solution.
  5. " General Terms and Conditions " means this Mayday Solution service contract, its appendices, any amendments and the associated Order Form(s).
  6. " Customer Data " means (i) all data relating to the Customer and its products and/or services, transmitted by the Customer to Mayday or generated/integrated into the Solution as a result of the performance of the Services, which constitute the knowledge base, and/or (ii) all data kept by Mayday on behalf of the Customer, necessary for the performance of the Services (e.g. information relating to Users, billing tracking).
  7. " Force Majeure " means an event external to the Parties, unforeseeable and irresistible, as defined by the jurisprudence of the French courts, including: war (declared or not); terrorist act; invasion; rebellion; blockade; sabotage or act of vandalism; strike or labor dispute, total or partial, external to each of the Parties; bad weather (in particular floods, storms and tempests); event declared a "natural disaster"; fire ; epidemic; pandemic; invasion of zombies; blockage of means of transport or supply (particularly of energy); failure in the supply of electrical energy, heating, air conditioning, telecommunications networks, data transport; satellite failure.
  8. " Form " means the online order form completed and submitted by the Customer.
  9. " Setup Fee " means the amounts payable by the Customer in respect of the Setup, as referred to in the Form.
  10. " Incident " means any reproducible malfunction affecting the Solution, independent of misuse, and resulting from non-compliance caused by Mayday.
  11. " Blocking Incident " means an Incident that prevents any use of the Solution.
  12. " Major Incident " means an Incident which prevents the use of one or more essential functions of the Solution.
  13. " Minor Incident " means an Incident that prevents the use of one or more of the Solution's ancillary functions.
  14. " Confidential Information " means any information communicated (whether in writing, orally or by any other means and whether directly or indirectly) by one Party to the other Party before or after the effective date of the General Terms and Conditions, including, without limitation, the processes, plans, know-how, trade secrets, inventions, techniques, business opportunities and activities of either Party.
  15. " Royalty " means the amounts owed by the Customer to Mayday, in consideration of which Mayday provides the Services. The methods of calculating the Royalty are specified in the Form(s).
  16. " Services " refers to all services provided by Mayday to the Customer under the Terms and Conditions, including initial training on the Solution.
  17. " Setup " refers to the phase of the Services during which Mayday parameters and integrates the Solution into the production tools used by the Customer.
  18. " Solution " means the hosted software developed by Mayday to ensure the integration of the Customer's knowledge base within its after-sales service monitoring and management tools to assist the Customer's advisors in handling contact center interactions.
  19. " Support " means the assistance, maintenance and support services provided by Mayday to the Customer.
  20. " Super Administrator " refers to the User identified by the Customer as Mayday's preferred point of contact.
  21. " User " refers to an identified user, a natural person, who is authorized by the Customer to access the Solution, the number of which is specified in the Form.

Article 2 - Purpose

The General Conditions define the conditions under which Mayday provides the Services to the Customer, and in particular :

  1. Solution Setup and Support ;
  2. online access to the Solution;
  3. Support.

The provision of any additional services is excluded from the scope of the General Terms and Conditions and is subject to the conclusion of an ad hoc contract between the Parties.

Article 3 - Coming into force / Duration

The General Terms and Conditions take effect as from their acceptance online, for the duration specified in the Form, renewable by tacit agreement for a period of the same duration.
On expiry of the initial period, and thereafter, of each contractual period, the General Terms and Conditions will be automatically renewed for a new contractual period of the same duration as the initial period, except in the event of (i) early termination under the conditions defined in Article 10 - "Termination"; or (ii) denunciation of the General Terms and Conditions, by either of the Parties sent at least sixty (60) days before expiry of the current contractual period.

Article 4 - Use of the solution

4.1 Setup

Mayday undertakes to provide the following Services as part of the Setup:

  1. Solution configuration ;
  2. the Accompaniment service.

4.2 Subscribing to the Solution

Mayday grants the Customer a user license authorizing the latter to use the Solution via its Users for its internal needs only, under the conditions and within the limits specified in the General Conditions. This right of use is granted on a non-exclusive, non-transferable and non-assignable basis, for the entire world and for the duration of the General Conditions.

As part of its right to use the Solution, the Customer undertakes unreservedly not to :

  1. make a copy of the Solution or elements of the Solution, in any way whatsoever;
  2. analyze, or have analyzed by a third party, in the sense of observe, study and test, the operation of the Solution in order to determine the ideas and principles on which the program elements are based when the Solution performs loading, display, execution, transmission or storage operations;
  3. make the Solution available to third parties, whether free of charge or against payment. In particular, the Customer undertakes not to integrate, process and/or use the data of a third party; and/or grant full or partial access to the Solution, in particular in the form of a service bureau, ASP, PaaS or SaaS;
  4. transfer, lease, sub-license, assign, pledge or otherwise transfer all or part of the ownership of the Solution.

The Solution does not integrate any third-party software. Any third-party software used by the Customer in connection with the Solution is the sole responsibility of the Customer, and the Customer is responsible for making any relevant commitments in this respect.

4.3 Users - Access to the Solution

Access to the Solution by the Customer will be limited to Users only.

The Customer undertakes to ensure that Users are competent natural persons, familiar with the use of IT tools and informed by the Customer of all issues relating to the processing of personal data and their use.

In order to access the Solution, the User must have a login and password.

The Customer is solely responsible for the security of logins and passwords. In the event of compromise of one or more User accounts, the Customer undertakes to change the password associated with the compromised account(s) without delay.

Any action carried out via a login belonging to a User will be deemed to have been carried out by the Customer, unless the Administrator has previously deactivated the login concerned.

In this context, the Customer undertakes to ensure that each of its Users complies with the terms of the General Terms and Conditions.

As part of the Setup, the Customer appoints the Super Administrator, who is empowered to create and modify all User accounts. During the execution of the General Terms and Conditions, the Super Administrator may increase the number of Users. When additional Users are added to the number specified in the Form, Mayday will issue, at the end of the current billing period, an adjustment invoice for all such additional licenses, pro rata temporis, in accordance with the rate specified in the Form.

4.4 Monitoring the operation of the Solution

Mayday ensures the proper functioning of the Solution within the scope of Support in accordance with the provisions of Appendix A.

Article 5 - Financial conditions

5.1 Payment for Services

The Royalty and Setup Fees that the Customer agrees to pay Mayday are defined in the corresponding Form(s).

The sums due to Mayday and referred to in this 4.4 are exclusive of tax and do not include any expenses (in particular delivery and travel expenses), unless expressly agreed otherwise between the Parties.

The Customer will reimburse Mayday for any costs incurred by Mayday, provided that (i) such costs are reasonable in amount, (ii) Mayday submits the relevant receipts, and (iii) such costs are incurred by Mayday to enable Mayday to perform its obligations under the General Terms and Conditions.

5.2 Terms of payment

Invoicing frequency and payment terms are specified in the corresponding form(s).

In the event of non-payment of any sum within the contractual period :

  1. any unpaid amount will automatically bear interest from day to day until the date of its full payment in principal, interest, costs and accessories, at a rate equal to five (5) times the legal interest rate in force, and this, without any prior formality, and without prejudice to damages that Mayday reserves the right to seek judicially;
  2. Mayday reserves the right, at its sole discretion, with or without prior notice, to suspend the performance of all or part of the current or future Services, until full payment of all sums due;
  3. all costs incurred by Mayday for the recovery of sums due will be borne by the Customer, including bailiff's costs, court costs and lawyer's fees, said costs may not in any event be less than the fixed indemnity referred to in Article L. 441-10 II of the French Commercial Code, in the amount of forty (40) euros; and
  4. all sums remaining due to Mayday by the Customer under the General Terms and Conditions become immediately payable.

The sums paid by the Customer to Mayday under the General Terms and Conditions remain the property of Mayday and are therefore non-refundable, even in the event of termination of the General Terms and Conditions.

5.3 Tariff revision

At the end of the initial period, and then at the end of each contractual period, Mayday may reassess the amount of the Royalty and undertakes in this case to communicate its new rates to the Customer no later than ninety (90) days prior to the expiry of the current contractual period.

Article 6 - Mayday's commitments

6.1 Service compliance

The Services that the Customer wishes to have performed will be provided by Mayday in accordance with the terms of the General Terms and Conditions, on the basis of the elements provided by the Customer and in compliance with the objectives defined by the Parties as set out in the General Terms and Conditions.

Unless expressly stipulated otherwise, Mayday's obligations under the General Conditions are obligations of means.

6.2 Deadlines

Where applicable, Mayday may provide delivery or completion dates for each stage of the Services as well as a date for final delivery or completion.

The deadlines indicated by Mayday are indicative deadlines, and are in any case subject to the Customer's compliance with its obligations, particularly in terms of communicating the relevant information.

6.3 Personnel

Mayday undertakes that all of its personnel will use all of their know-how and knowledge to ensure the proper execution of the Services. In the event of difficulties in the provision of the Services, Mayday undertakes to inform the Customer immediately.

In order to carry out their mission, Mayday's personnel may be required to work on the Customer's premises, at their home, on Mayday's premises, or on the premises of any third party.

6.4 Technical and human resources

Mayday reserves the right to modify at any time the characteristics of its technical infrastructures, the choice of its technical suppliers and the composition of its teams.

6.5 Tax and social security obligations

Mayday declares that, where necessary, it is registered with the Registre du Commerce et des Sociétés, with the URSSAF and/or with all administrations or organizations (including administrations or social insurance organizations) required for the execution of the General Terms and Conditions. Registrations made in accordance with this article, as well as registrations made prior to the conclusion of the General Terms and Conditions, must expressly cover all of the Customer's activities for the performance of services under the General Terms and Conditions. In accordance with the provisions of articles L. 8221-1 et seq. and D. 8222-5 of the French Labour Code, Mayday undertakes to provide the Customer with all supporting documents relating to its registration, the payment of its social security and tax contributions and the employment of its employees.

6.6 Updates

For the duration of the General Terms and Conditions, the Customer benefits from updates to the Solution developed and distributed by Mayday.

Consequently, the Customer accepts that Mayday may, without prior notice and at any time, modify one or more functionalities of the Solution.

Article 7 - Customer commitments

7.1 Customer data

The Customer acknowledges and accepts that it is the Customer's responsibility to transmit all Customer Data in accordance with Mayday's instructions.

In this respect, Mayday cannot be held responsible for any failure in the provision of Services in the event that the Customer Data transmitted by the Customer is incomplete or erroneous.

Any intervention carried out by Mayday due to non-compliant or missing use/and or data may be subject to additional invoicing, based on time spent.

Mayday makes a daily backup of Customer Data and, in this context, ensures the integrity and preservation of Customer Data contained in the Solution.

7.2 Proper execution of the General Conditions

The Customer undertakes to :

  1. Cooperate in good faith to facilitate Mayday's work, in particular by providing all relevant or requested information within a timeframe that allows Mayday to fulfill its obligations;
  2. where necessary, offer access to its premises, as well as the means necessary for the provision of the Services, to a reasonable extent (e.g. workstation, means of telecommunication);
  3. assist Mayday in the provision of the Services, through its qualified and competent personnel;
  4. make backups of all its data, prior to any intervention by Mayday and whenever it deems necessary;
  5. have access to a broadband Internet connection, at the customer's own expense.

Article 8 - Intellectual property

8.1 Solution

The Customer acknowledges that the Solution, including all patches, workarounds, updates, upgrades, enhancements and modifications made available to the Customer, as well as all trade secrets, copyrights, patents, trademarks, trade names and other intellectual property rights related thereto shall at all times remain the full and exclusive property of Mayday and that nothing contained in the General Terms and Conditions shall be construed as a transfer of any such rights to the Customer.

The Customer acknowledges and accepts that some of the components of the Solution are open source components.

8.2 Know-how

Any ideas, know-how or techniques that may have been developed by Mayday are the exclusive property of Mayday. Mayday may, at its sole discretion, develop, use, market and license anything similar to or related to the developments made by Mayday for the Customer. Mayday is under no obligation to disclose any ideas, know-how or techniques that may have been developed by Mayday and that Mayday considers to be confidential and proprietary.

Article 9 - Warranty / Liability

Mayday will use its best efforts to provide Services in accordance with the objectives agreed with the Customer as set out in the General Terms and Conditions.

Mayday makes no warranties not expressly set forth in these Terms and Conditions.

It is expressly agreed between the Parties that Mayday shall not be liable for any lost profits; loss of sales or profits; loss of customers; loss of opportunity; loss in terms of image or reputation; for any cost of obtaining a substitute product, software, service or technology; or for any technical difficulty in routing a message via the Internet.

Mayday will be held responsible, within the limit of its daily backup, for any loss of data suffered by the Customer due to a failure of the Solution, an update or a maintenance operation.

Mayday's total cumulative liability, for all damages and for any reason whatsoever, may not exceed the sums actually received by Mayday under the Royalty during the twelve (12) months preceding the occurrence of the last damaging event.

In any event, the Customer may only hold Mayday liable for a breach of the General Terms and Conditions for a period of twelve (12) months from the occurrence of the breach in question, which the Customer expressly acknowledges and accepts.

Mayday shall in no event be liable for any damages resulting from the Customer's failure to comply with its obligations.

Mayday declares that it has taken out an insurance policy with a reputable and solvent company to cover the pecuniary consequences of its professional civil liability in connection with the execution of the General Terms and Conditions, and undertakes to maintain it in force for the entire duration of the General Terms and Conditions.

Article 10 - Termination

10.1 Termination for fault

Each Party may, without prejudice to any damages which it reserves the right to seek judicially, terminate the General Terms and Conditions with immediate effect in the event of a breach by the other Party of any of its essential obligations under the General Terms and Conditions, and in particular in the event of non-payment of Royalty invoices, if the defaulting Party has not remedied the breach within thirty (30) working days of notification of the breach by the other Party, by registered letter with acknowledgement of receipt.

10.2 Consequences of termination of the General Terms and Conditions

In the event of termination of the General Terms and Conditions, for whatever reason, the Customer must immediately cease to use any element supplied as part of the Services.

In the event of termination for any reason whatsoever, all Services performed and not yet invoiced will be due to Mayday.

Notwithstanding the expiration or termination of the General Terms and Conditions, it is expressly agreed between the Parties that Article 8, Article 9 and Article 11 shall remain in full force and effect between the Parties.

10.3 Reversibility

Within forty-five (45) days of the expiration or termination of the General Terms and Conditions, Mayday undertakes to provide the Customer with a copy of all Customer Data available on the Solution.

This data will be made available to the Customer for downloading and/or delivered on a physical medium, at Mayday's discretion.

Mayday undertakes to provide a complete export of Customer Data on the Solution in a state-of-the-art format. This export of Customer Data will include, in particular, the basic data as supplied by the Customer during Setup, as well as the processing and enhancements made to this data during the execution of the General Terms and Conditions.

Any provision of services and/or of an export of Customer Data, beyond a single export subsequent to the expiry or termination of the General Terms and Conditions, will be invoiced to the Customer in accordance with the estimate drawn up in advance by Mayday.

At the end of the reversibility period, Mayday will proceed with the complete deletion of Customer Data, with the exception of anonymous statistical data collected by Mayday as part of the provision of Services to the Customer.

Article 11 - Confidentiality

11.1 Notion of Confidential Information

The following do not constitute Confidential Information:

  1. information currently accessible or becoming accessible to the public without breach of the Terms and Conditions by a Party;
  2. information lawfully held by one Party prior to disclosure by the other;
  3. information resulting neither directly nor indirectly from the use of all or part of the Confidential Information;
  4. information validly obtained from a third party authorized to transfer or disclose said information.

11.2 Privacy Policy

Each Party undertakes on its own behalf and on behalf of its servants, agents, subcontractors and partners, during the term of the General Terms and Conditions and for a period of five (5) years after its termination, to:

  1. not to use the Confidential Information for any purpose other than the performance of its obligations under the General Terms and Conditions;
  2. take all precautions it deems necessary to protect its own confidential information of significant value, it being specified that such precautions shall not be inferior to those of a diligent professional;
  3. not to disclose the Confidential Information to anyone, by any means whatsoever, except to its employees, agents, service providers or subcontractors to whom such information is necessary for the fulfilment of its obligations by each of the Parties.

Upon expiry of the General Conditions, due to the occurrence of its term or its termination, the Customer shall without delay return to Mayday all Confidential Information, regardless of its medium, obtained within the framework of the General Conditions. The Customer shall not retain a copy in any form whatsoever, except with the express prior written consent of Mayday.

Article 12 - Miscellaneous provisions

12.1 Contractual documents

The contractual documents are, in descending order of priority:

  1. the body of the General Conditions ;
  2. Appendix A;
  3. Appendix B;
  4. Form(s).

In the event of contradiction between different documents, the stipulations of the higher-ranking document shall prevail.

12.2 Communication - Advertising

The Customer agrees to be listed on Mayday's customer reference list.

This acceptance includes the distribution of press releases, notably in the specialized press, the general press and/or on social networks, as well as the use of the Customer's logo as a reference on its website and commercial documents.

In the event of a breach of the General Conditions, for whatever reason, Mayday will remove all commercial references within one (1) month of the effective date of the breach.

12.3 Modification of general terms and conditions

Mayday reserves the right, at any time, to modify the General Conditions as it deems necessary and useful.

In the event of modification of the General Conditions, Mayday undertakes to submit the new General Conditions to the Customer.

The customer can access it on the website[https://www.mayday.fr/legal/conditions-generales].

If the Customer continues to use the Solution after having been informed of a modification to the General Terms and Conditions, he will be deemed to have expressly accepted the new General Terms and Conditions.

12.4 Assignment/transfer of the General Terms and Conditions

Mayday has the right to transfer all or part of the rights and obligations resulting for it from the General Terms and Conditions to any company that it controls, that controls it or that is under common control (the notion of control being understood within the meaning of article L.233-3 of the French Commercial Code) ipso jure and without any formality whatsoever.

The Customer is not authorized to transfer all or part of its obligations under the General Terms and Conditions, in any manner whatsoever, without Mayday's prior express written consent.

12.5 RSE

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 to 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 October 22, 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;
  • French law 2017-399 of March 27, 2017 on the duty of care of parent companies and ordering companies.

12.6 Anti-corruption measures

The Parties declare that they will scrupulously comply with the anti-corruption provisions applicable to the public and private sectors codified in particular in Articles 432-11, 433-1, 435-1 et seq., 445-1 et seq. of the French Penal Code, L.442-1 et seq. of the French Commercial Code and Law no. 2016-1691 of December 9, 2016 and/or any text that may supplement and/or replace them.

Each Party, their employees, agents and corporate officers declare :

  • that it is aware of any anti-corruption legislation applicable to the General Terms and Conditions, and that it has implemented rules enabling it to comply with said legislation and to adapt to future developments;
  • that neither a Party nor any of the persons under its control has committed or will commit, directly or indirectly, any act of corruption;
  • that it has put in place appropriate rules to prevent the commission of corrupt acts by itself, its agents or other intermediaries and controlled persons, and to ensure that any evidence or suspicion of the commission of a corrupt act will be thoroughly investigated, treated with appropriate 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 any governmental or international body from bidding on, contacting or working with that body because of actual or alleged acts of 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.

12.7 Notification - Computation of deadlines

Any notification required or necessary in application of the stipulations of the General Terms and Conditions must be made in writing and will be deemed validly given if delivered by hand or sent by registered letter with acknowledgement of receipt to the address of the other Party indicated on the Form or to any other address notified to the other Party in the forms defined in the present article.

Unless otherwise stipulated in an article of the General Terms and Conditions, delivery times are calculated per calendar day. Any period calculated on the basis of a notification will run from the first attempt at delivery to the addressee, the postmark being taken as proof.

12.8 Force Majeure

Each of the Parties shall not be held liable in the event that the performance of its obligations is delayed, restricted or rendered impossible due to the occurrence of an event of Force Majeure. It is expressly agreed between the Parties that the provisions of the present article do not apply to payment obligations.

In the event of Force Majeure, the performance of each Party's obligations is suspended. If the Force Majeure continues for more than one (1) month, the General Terms and Conditions may be terminated at the request of the most diligent Party, without either Party being held liable to the other. Each of the Parties shall bear all costs incurred as a result of Force Majeure.

12.9 Suppliers - Subcontractors

For the duration of the General Terms and Conditions, Mayday shall be free to use any supplier, service provider and/or subcontractor of its choice.

The Customer authorizes Mayday to subcontract all or part of the Services entrusted to it, all processing of User data being subject to the provisions of Appendix B.

In this context, Mayday will remain responsible for the provision of the Services under the conditions set out in the General Terms and Conditions.

12.10 Proof agreement

Computerized registers will be kept in Mayday's computer systems under reasonable security conditions and will be considered as proof of exchanges, actions and/or orders carried out by Users on the Solution, which the Customer declares to accept.

12.11 Waiver

The fact that one or other of the Parties does not exercise any of its rights hereunder shall not constitute a waiver on its part of such exercise, and such waiver may only result from an express declaration by the Party concerned.

12.12 Validity

In the event that one or more stipulations of the General Terms and Conditions are deemed invalid by a competent court, the other clauses will retain their scope and effect.

The stipulation considered invalid will be replaced by a stipulation whose meaning and scope will be as close as possible to the clause thus invalidated, while remaining in conformity with the applicable legislation and the common intention of the Parties.

12.13 Completeness

The General Terms and Conditions constitute the entire agreement between the Parties, to the exclusion of any other document, in particular those which may be issued by the Customer before or after signature of the General Terms and Conditions.

Article 13 - Applicable law / Jurisdiction

The General Conditions are governed by French law.

The Parties expressly agree to submit any dispute relating to the General Terms and Conditions (including any dispute concerning its negotiation, conclusion, performance, termination and/or cessation) and/or to the commercial relations between the Parties, as well as to their possible termination, to the exclusive jurisdiction of the Courts of Paris, notwithstanding plurality of defendants or third-party proceedings, including for proceedings by petition or in summary proceedings.

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Appendix A

Support

1. Support contact

Support is available every day of the week, Monday to Friday, from 9am to 7pm, via support@getmayday.co. Any contact with Support initiated by any other means will not be taken into account by Mayday.

2. Availability rate

The " Rate of Availability " (or " TxD ") refers to the availability of the Solution, expressed as a percentage, calculated according to the following formula:

In which :

- PC or Coverage Period = the period during which the availability of the Solution (i.e. on a 24h/24 - 7d/7 basis) will be measured, over a period of one (1) calendar month, expressed in minutes.

- IDS or Unavailability = the period, expressed in minutes, over the Coverage Period, during which the Solution is inaccessible to the Customer. Periods of scheduled maintenance and emergency maintenance are not taken into account in calculating the duration of Unavailability.

The Solution Availability Rate, calculated over the Coverage Period, is ninety-nine percent (99%).

Mayday may carry out scheduled maintenance operations on the Solution. These operations will be scheduled and the Customer will be alerted by e-mail indicating the date, time and period of the intervention. Any maintenance may cause an interruption in the availability of the Solution. Mayday undertakes to do its utmost to ensure that such operations cause the least possible interruption to Services.

Mayday may also carry out emergency maintenance operations without notifying the Customer.

Availability rates do not include :

  • operations to put a Solution update into production between midnight and 7 a.m. ;
  • unavailability due to the Internet ;
  • interruptions at the customer's request ;
  • breakdowns caused by customer personnel;
  • breakdowns due to delays caused by third parties ;
  • incidents due to circumstances beyond the Parties' control.

In the event of non-compliance with the Availability Rate, Mayday will grant the Customer a Credit calculated as follows :

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3. Troubleshooting

In connection with Incident correction services, Mayday agrees to use reasonable efforts to correct Incidents, provided that:

  • the Incident is directly linked to the Solution;
  • the Incident is reported to him and can be reproduced;
  • the Solution is used by the Customer under the conditions defined in the General Terms and Conditions.

Any Incident notified to Mayday will be dealt with within the following timescales (expressed in hours and working days):

Furthermore, under no circumstances shall Mayday be held responsible for the maintenance of third-party software and/or services.

Mayday will be released from any maintenance obligation in the event that an Incident results :

  • use of the Solution in an environment that does not comply with Mayday's recommendations;
  • use of the Solution that does not comply with the stipulations of the General Terms and Conditions;
  • negligence, misuse or non-conforming use of the Solution, or failure by the Customer to comply with its obligations under the General Terms and Conditions;
  • Internet and Intranet connection problems or difficulties;
  • problems with the customer's computer equipment;
  • an event beyond Mayday's control.

Mayday shall not be held liable for any Incident that occurs during any maintenance operation, scheduled in advance and/or for which an intervention is urgently required.

4. Customer credit notes

4.1 Recourse to credit balances

In the event of failure to meet a Support commitment, a Credit Note may be awarded to the Customer.

The Customer declares that the Credit Notes have been taken into consideration in determining the prices specified in the General Terms and Conditions. Accordingly, the Parties acknowledge and declare that the Credit Notes constitute a reasonable method of price adjustment to take account of any failure by Mayday to meet its Support commitments.

The Credits granted constitute the Customer's sole and exclusive remedy in the event of a breach by Mayday of a commitment under the Support, it being specified that the total amount of Credits in any one month shall not exceed an amount corresponding to twenty-five percent (25%) of the Royalty paid during the said month.

4.2 Triggering credit notes

Mayday will deduct the amount of Credits due during a billing period "p" from the Royalty to be invoiced to the Customer during the following period "p+1".

No Credit Note will be granted to the Customer in respect of a period during which the Customer was itself in arrears of certain payments due under the General Terms and Conditions.

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Appendix B

Protection of personal data

As the Services concern a product knowledge base, Mayday will not process any other personal data relating to Customers.

1. Processing by Mayday as data controller

In addition, Mayday, in its relations with the Customer, may process, on its own behalf, personal data of employees, managers, subcontractors, agents and/or service providers of the Customer.

In this context, the Customer's employees have a right of access, rectification, deletion, portability, limitation and opposition, by contacting Mayday directly. The Customer undertakes to inform its employees, directors, subcontractors, agents and/or service providers of said rights.

2. Processing of User data by Mayday

Within the framework of the General Terms and Conditions, Mayday is required to process User data.

Mayday acts in this capacity as a subcontractor, with the Customer acting as the data controller for the collection and processing of said personal data.

In the context of their contractual relationship, the Parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, the provisions of Law no. 78-17 of January 6, 1978 relating to information technology, files and freedoms (hereinafter referred to as " Law no. 78-17 ") as well as Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter referred to as the " RGPD ").

2.1 Description of outsourced processing

Mayday is authorized to process on behalf of the Customer the personal data of Users necessary to provide the Services, as follows:

Unless the consent of the persons concerned has been obtained in accordance with the conditions laid down by the provisions in force, these operations must not lead to the establishment of profiles likely to reveal sensitive data (racial or ethnic origins, philosophical, political, trade-union or religious opinions, sex life or health).

In any event, the Customer is required to inform Mayday in advance of any other processing envisaged and to guarantee compliance with the regulations in force. In particular, the Customer is required to carry out, if necessary, an impact analysis of the processing envisaged on data protection under the conditions provided for in Article 35 of the RGPD.

For the performance of the Services, the Customer provides Mayday with the information guaranteeing compliance with the legal provisions in force and in particular the RGPD.

2.2 Customer commitments regarding User data

Within the framework of the execution of the General Terms and Conditions, the Customer undertakes to :

  1. only transmit data via the Solution that is strictly necessary for the provision of the Services;
  2. document in writing any instructions concerning the processing of personal data by Mayday ;
  3. Comply with the provisions of Law No. 78-17, the RGPD and more generally with the regulations applicable in France;
  4. supervise the processing of personal data, including by carrying out audits in accordance with the procedures agreed with Mayday ;
  5. obtain the consent of data subjects to the processing and/or transfer of their personal data;
  6. provide all relevant information to data subjects at the time of data collection.

Mayday may not be held liable for the Customer's failure to comply with applicable legislation except where the law expressly provides otherwise.

2.3 Mayday's commitments regarding User data

In accordance with Articles 28 and 32 of the RGPD, Mayday undertakes to:

  1. take and maintain all necessary measures, and in particular appropriate technical and organizational measures, to preserve the security and confidentiality of personal data entrusted to it by the Customer for the provision of Services, in order to prevent them from being distorted, altered, damaged, distributed or accessed by unauthorized persons;
  2. ensure that the persons authorized to process personal data on its behalf, in addition to having received the necessary training in the protection of personal data, respect confidentiality or are subject to an appropriate legal obligation of confidentiality;
  3. comply with the applicable legal provisions relating to the conditions of processing and/or the destination of the data communicated to it by the Customer or to which it will have access within the framework of the provision of the Services;
  4. act only on the Customer's documented instruction to carry out the processing of the personal data concerned;
  5. use the personal information collected or to which it may have had access for the sole purpose of providing the Services to the Customer;
  6. not to use for purposes contrary to the General Terms and Conditions the personal information collected or to which it may have had access in the context of the execution of the General Terms and Conditions, in accordance with the applicable legal provisions, and not to transfer such information to any third party other than that indicated or authorized by the Customer;
  7. not to resell or transfer data of a strictly confidential nature;
  8. to assist the Customer, insofar as possible, by implementing appropriate technical and organizational measures, as well as to fulfill its obligation to respond to requests made by data subjects to exercise their rights of access, rectification, deletion, opposition, limitation and portability of data;
  9. assist the Customer, insofar as possible and taking into account the information provided by the Customer, in fulfilling its obligation to: (a) notify the supervisory authority of a personal data breach; (b) communicate a personal data breach to the data subject; (c) carry out a data protection impact assessment.

Mayday may use second-tier subcontractors to provide the Services, provided that the subcontractor is established within the European Union. In this case, Mayday shall inform the Customer in advance and in writing of any change envisaged concerning the addition or replacement of a second-tier subcontractor. The Customer has a period of seven (7) days from the date of receipt of this information to present any objections.

The list of second-tier subcontractors on the date of signature of the present document is as follows:

2.4 Safety measures