General Conditions of Use of BEEMYFLEX In force as of April 1, 2021
1. Object
La Société BEEFLEX Software, société par action simplifiée, immatriculée au RCS de Paris sous le n° 816 891 522, dont le siège social est situé 128 Rue la Boétie, 75008 Paris (ci-après la « Société »), exploite un site internet accessible à l’adresse https://www.beemyflex.com (ci-après le « Site ») qui propose un logiciel web et mobile (le « Service ») à destination des entreprises (les « Clients ») et de leurs Users, dedicated to hybrid organization, the distribution of employees between work in the office and at home, and the prevention of psychosocial risks.
Les présentes Conditions Générales d’Utilisation (ci-après « Conditions Générales » ou l’« Accord ") are intended to govern the conditions and terms of use of the Service, as well as to define the rights and obligations of Customers and Users of the Service.
Any access and/or use of the Service implies unreserved acceptance and compliance with all the terms of these General Conditions.
It is up to the Customer to ensure that the Service offered by the Company is in line with its own needs and those of its Users. Any subscription to the Service entails acceptance of this Agreement without any reservation.
2 Definitions
The Agreement: means these General Conditions as well as all associated documentation.
The Client: refers to any legal or natural person using the Service for strictly professional purposes and making it available to Users.
The Customer Account: designates access open to the Customer to a personal space. A Customer Account corresponds to a unique identifier and a unique password.
Content: refers to all comments, messages or information of any nature whatsoever (text, image, videos, photographs, comments, brands, company names, etc.), posted online by a User through the Service.
The Site: designates the website accessible from the address https://www.beemyflex.com
Users: means employees, representatives, consultants, contractors or agents of the Client authorized to use the Subscription Service on its behalf and who have passwords and unique identifiers for the Subscription Service.
The Service: refers to the online web and mobile software in “SaaS” mode developed, published and provided by the Company, allowing Customers to manage the hybrid organization, the distribution of Users between work in the office and at home, and the prevention of psychosocial risks. It is accessible to Clients and Users from the Client's terminals interfaced with the Service.
Functionalities: designate a specific provision of the Service, made available to the User
The Order Form: designates the online subscription form or process approved by the Company by which the Customer agrees to take out a Subscription to the Service and determining the Features to which the Customer has subscribed and the Subscription Fees.
Subscription: refers to all the Features to which the Customer has subscribed by means of a Purchase Order or which the Company makes available to it in another way, which are developed, operated and maintained in operational conditions by the Company and available on the Site.
User Limit: designates the number of users that a Customer can add based on their Subscription.
Subscription Fees: designate the amount owed by the Customer to the Company in return for the right to benefit from the Service, mentioned in the Order Form.
The Subscription Period: designates the initial duration of subscription to the Service, as specified on the Customer's Order Form(s), as well as any possible subsequent renewal.
Third Party Products: means non-integrated professional products and services provided by third parties to the Agreement and which operate or are used in connection with the Subscription.
SaaS (Software as a Service): designates the method of providing the Service remotely to the Customer and Users, from the Internet network.
3 Description of the service
The Service: the service allows the Client and its Users to access the web and mobile software in SaaS mode, by authenticating with a username and password.
As part of the Service, the Company will provide the following services:
– development and evolutionary maintenance of the Service,
– opening, provision and configuration of the Customer Account, collection, management, and security of personal data and User entries,
– handling of invoicing and monitoring of Subscription payments,
– provision to the Customer of technical assistance by telephone, for any difficulty using the Subscription.
Registration: all Customers must create an account on the Site to access the Service.
A username and password are assigned to the Customer. The Customer provides the name and contact details of a natural person designated as the Account administrator.
Each User has a password and a unique identifier.
The Customer and Users must be 18 years of age or older to use the Service.
Access: BEEFLEX Software provides access to the Service, under the conditions provided for by this Agreement and the applicable Order Form, in the event of a Subscription. BEEFLEX Software reserves the right to provide some or all of the elements of the Subscription through third-party providers. The Client may provide access to the Subscription Service to Users of its Subsidiaries, as long as the use and receipt by the Users of said Subsidiaries are subject to and comply with the Agreement and the Client is responsible for compliance with the terms of this Agreement by said Users. Access to the Service is exclusively reserved for registered Users.
The Service remains on the infrastructure of the Company, which does not provide any copy of it, in any form or on any medium whatsoever to the Client or Users.
The Service is provided to the Client and Users on a non-exclusive and non-transferable basis. The right to use the Service through the Customer Account cannot be sublicensed, assigned, transferred or made available to a third party by the Customer.
Additional features: the Customer may subscribe to additional features of the Subscription by placing another Order or by activating additional features from their BeeMyFlex account, if the Company has made this option available to them. This Agreement applies to all additional orders and features that Customer activates from their BeeMyFlex account.
Availability of the service: the Company will do its utmost to ensure that the Service is accessible, 24 hours a day, 7 days a week, including Sundays and public holidays, excluding maintenance periods aimed at improving functionality for Users. The Company may suspend access to the Service for the purposes of its maintenance, in particular to carry out any data backup operations and/or maintenance of its own hardware and software resources used to provide the Service. Maintenance operations must take place between 11:00 p.m. and 9:00 a.m. French time. As far as possible, the Company undertakes to inform the Customer in advance of any planned interruption of service, by a message accessible from their Customer Account, excluding exceptional maintenance operations.
These temporary interruptions cannot under any circumstances give rise to compensation for the benefit of the Customer.
The Client and the User are solely responsible for the proper functioning of the computer equipment and the internet connection which allow them access to the Service.
Modifications: the Company may occasionally modify the Service, in particular by adding or removing Features in order to improve the experience of the Client and its Users.
Customer support: to find out more about the support conditions applicable to their Subscription, the Customer can consult the conditions appearing on the Order Form.
Prohibited and Unauthorized Use: Customer must not use the Service if Customer is legally prohibited from receiving or using said Service under the laws of the country in which they reside, or from which they access or use said Service. said Service.
The Customer must immediately inform the Company of any unauthorized use of his identifiers, passwords and accounts by sending an e-mail to the following address: contact@beemyflex.com.
Personal data: As part of the provision of the Service, the Company will collect personal data and in particular:
– For the Client: contact details, SIRET, VAT number, amount of share capital, legal form, banking information, surname, first names, email address, telephone number of the Client’s representative(s);
– For Users: title, last name, first name, email address, telephone number, content of navigation within the Site and the Service.
The methods of processing personal data are accessible and consultable by the Client and Users from the Site, in the “Privacy Policy” section.
Free and limited offer: If the Customer registers himself, the Company makes the Service available to him free of charge for up to (5) five Users for a period of (1) one month. The Customer can only benefit from one “Free Offer”. The Company reserves the right to permanently block access to the Service to any Customer who creates several organizations to extend the Free Offer to more than five users.
BeeMyFlex Offer: If the Customer subscribes to the BeeMyFlex offer, the Company makes the Service and all Subscription Features available to them, unlimited, in return for payment of a fee indicated in the Order Form . The Customer chooses a User license limit, and remains liable for the sums due under each of the licenses subscribed, including in the absence of effective use of all the licenses.
Subscription Limits: The Subscription is limited to certain Features. The Customer can consult the Features available with their Subscription in the Order Form.
4 Fees
Subscription Fees: unless otherwise stated in the Customer's Order Form, the Subscription Fees remain fixed during the initial Term of the Customer's Subscription, unless (i) the latter exceeds the limits in terms of Users or (ii) subscribe to additional products or Features. The Company reserves the right, at its discretion, to reduce a Client's fees after having sent them written notice.
Fee adjustments upon renewal: The price of the Subscription and additional Features may be modified at any time by the Company, without however the new pricing being able to apply to the current contractual period. If this is the case, the Customer will be informed at least thirty (30) days before the renewal date of their Subscription and the increased fees will be applied at the start of the following contractual period. If the Customer objects to this increase, either Party may terminate the Subscription at the end of the current period by complying with the information procedure described in the “Early Termination” section below.
Payment by credit card: if the Customer pays by credit card, he authorizes the Company to debit his card or bank account for all fees payable during the Subscription Period. It also authorizes the Company to use the services of a third party for payment processing and to transmit its payment information to said third party.
Payment information: the Customer undertakes to keep his bank details, billing information and payment card information (if applicable) up to date. Otherwise, access to all or part of the Services may be suspended. The Customer can make changes on the billing page of their Customer Account. The Company will issue each month, on the anniversary date of the subscription, an invoice corresponding to the Fees applicable to the Customer, for the month to come, based on the rates in force, mentioned on the Order Form. The Customer undertakes to pay the amounts due to the Company, by direct debit, transfer, payment by credit card before the invoice is due.
Taxes: All Fees are stated excluding taxes. .Customer agrees to pay any taxes applicable to the Fees.
Failure to pay: In the event of payment made after the indicated due date, penalties at the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 percentage points, will be withheld in accordance with the article L. 441-10 of the commercial code. There will be added a lump sum compensation for recovery costs set by decree. In accordance with article D. 441-5 of the commercial code, the amount of this fixed compensation is €40.
5 Duration and termination
Duration and renewal: The Subscription is concluded for an initial duration of one (1) month and will then be renewed, unless otherwise stated in the Order Form, for successive periods of the same duration by tacit renewal, unless denounced by one or the other Party, giving thirty days' notice before the anniversary date.
Early termination: the Customer may terminate his subscription early, but it is understood that the Company will not provide any refund of prepaid fees or unused Subscription Fees. The Customer must promptly pay all unpaid fees due until the end of the Subscription Period.
Termination for just cause: In the event of failure by one of the Parties to fulfill an obligation provided for in the Purchase Order, not repaired within thirty days after the first presentation of a registered letter with acknowledgment of receipt containing formal notice of the Party failing to have to remedy the breach in question, the other Party may terminate the Subscription.
The Company may also terminate this Agreement for good cause following thirty (30) days' notice if the Company considers that the Client is acting or has acted in a manner that results in negative or harmful repercussions for the Company, its prospects or his clients.
Amounts collected by the Company or which become due before the effective date of termination will not give rise to reimbursement.
Suspension: The Company reserves the right to suspend access to the Services in the following cases.
Suspension for prohibited acts: the Company reserves the right to suspend, without notice, the access of any User to all or part of the Service or Subscription in the event of:
(i) use that violates any applicable local, federal, state or foreign law or the rules or terms of this Agreement or Subscription, or
(ii) repeated acts of posting or uploading content that actually or allegedly infringes the intellectual property or trademark rights of the Company or a third party company.
Company may, without notice, review or terminate Customer's account if Company determines in good faith that they are in violation of this Agreement or the Order Form.
Suspension for non-payment: The Company always sends a notice of non-payment for any amount due. Unless the full amount is paid, the Company may suspend a Customer's access to their subscription if non-payment persists ten (10) days after sending said notice. The Company will not suspend the subscription if the Customer disputes the applicable fees reasonably and in good faith and cooperates conscientiously to resolve the dispute. If a subscription is suspended for non-payment, once the incident has been resolved, the Company may charge a fee to reactivate the Subscription.
Suspension for proven harm: If the Customer's website or use of the Subscription:
(i) is used to engage in denial of service attacks or any other disruptive activity,
(ii) compromises the security of the Service or other elements of the Company,
(iii) results in excessive bandwidth consumption, or
(iv) harms third parties or the Company, the latter then reserves the right to suspend all access to the subscription by electronic or telephone notice to the Customer.
The Company will attempt to limit the suspension to the affected part of the Service and/or Subscription and to resolve without delay the problems causing said suspension. However, this clause in no way limits the Company's right to terminate this Agreement and/or the Subscription for good cause, in accordance with the terms set out above, if the Company considers that the Customer is acting or has acted in a way that results in negative or harmful consequences for the Company, its prospects or its customers.
Suspension and termination of the Free Offer: BEEFLEX Software may suspend, limit or terminate the Free Offer at any time for any reason without notice. The company may also terminate a Customer's Free Offer due to inactivity on their part.
The Customer will be subject to the terms of this Agreement for as long as they can access their BeeMyFlex account.
In the event of termination or expiration of this Agreement, the Customer must cease all use of the Subscription and the BeeMyFlex Content. If the Customer terminates this Agreement for cause, the Company will promptly reimburse the Customer for all prepaid but unused fees covering use of the Subscription after termination. If the Company terminates this Agreement for cause, the Customer shall promptly pay all unpaid fees due until the end of the Subscription Period. Otherwise, fees are non-refundable.
6 Intellectual property
The Company declares that it holds all the rights necessary for the conclusion of the Agreement. The right of use granted by the Company by this Agreement does not entail transfer of intellectual property for the benefit of the Client. Consequently, the Client refrains from any action that could infringe, directly or indirectly, the Company's rights to the Service, which are notably protected by the provisions of the intellectual property code. The Customer undertakes not to copy, rent, sell or distribute the Content of the Service and/or the Subscription, in whole or in part, and not to create works derived from it, by any means whatsoever. or, unless expressly authorized in writing by the Company. The Company's trademarks include, but are not limited to, the BeeMyFlex brand and Customer may not use any such marks without the prior written permission of the Company.
The Company encourages its Customers to send their comments on the operation of the Service and/or the Subscription, to make suggestions for improving them and to vote for the suggestions they like. The Client accepts that all such comments and suggestions are considered non-confidential and that the Company is fully authorized to use them and incorporate them into the Service and/or Subscription, without the Client receiving any compensation for this. title.
7 Privacy
All information, data, know-how, covered or not by the provisions of the intellectual property code, whatever the form and nature (commercial, industrial, technical, financial) exchanged by the Parties or of which they have knowledge in the context of the execution of the Agreement and/or Subscription will be considered confidential.
Each Party undertakes to use this confidential information only within the framework of the execution of the Agreement and/or the Subscription, to protect it and not to disclose it to third parties other than employees, collaborators and subcontractors for the purposes of said execution, informing them in this case of the confidential nature of the information communicated and of their obligation not to disclose it. The Parties undertake to respect the obligations resulting from this article for the entire duration of the Agreement and/or Subscription as well as for five years following its termination, whatever the cause.
A Party may disclose Confidential Information to a third party if required to do so by any federal, state or local law, other law, rule or regulation, subpoena or legal process provided that (i) it notifies the other Party of any request for disclosure of confidential information promptly enough to permit him to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, to disclose the minimum amount of confidential information required to be disclosed under the applicable legal mandate; and (ii) in no event shall a Party disclose Confidential Information to any third party other than a government agency, except pursuant to a valid order of a court of competent jurisdiction requiring specific disclosure.
8 Advertising
The Client grants the Company the right to add its name, logo and brands of its company to its list of Clients and on its Site, for commercial reference purposes (list of the Company's client references, public announcements in particular on the networks social…).
The Customer may object to this use of its name, logo and brands by sending a written and reasoned request to the following address: privacy@beemyflex.com
9 Compensation – Guarantee
The Client undertakes to indemnify, defend and protect the Company and its Subsidiaries, at its expense, in the event of any claim, prosecution, legal action or proceeding (each constituting an “Action”) initiated against it (and against it). against its officers, directors, employees, agents, service providers, licensors and subsidiaries) by an unaffiliated third party or its Subsidiaries to the extent that such Action is based on or emanates from:
(a) unauthorized or illegal use of the Service and/or Subscription by the Customer, its Affiliates or its Users,
(b) non-compliance or violation of this Agreement and/or the Subscription by the Customer, its Affiliates or its Users,
(c) the illicit use of Third Party Products by the Customer, its Affiliates or its Users,
(d) unauthorized use of the Service and/or Subscription by any person using Customer's User Information. The Company will notify the Customer in writing within thirty (30) days of any such claim, grant the Customer full control of the defense or settlement of such claim and provide (at its expense) as much as is reasonably all information and support that it requests in order to organize the defense or settlement of the claim. The Client must not accept a payment which (i) imposes an obligation on the Company; (ii) requires the Company to admit fault; or (iii) imposes liability not covered by these indemnities or imposes restrictions on the Company without its prior written authorization.
10 Obligations and liability
The Client undertakes:
– to use the Service only in accordance with its professional purpose and for the sole needs of its activity;
– to transmit to the Company, under its entire responsibility, all the information necessary for the execution of the Agreement and/or Subscription. He guarantees the accuracy of this information, and undertakes to notify the Company of any modification of this information;
– to regularly consult their Customer Account;
– not to use the Service and/or the Subscription in conditions likely to undermine its proper functioning or the security of the infrastructure;
– to pay the contractual fee under the conditions set out in the “FEES” article;
– to respect the intellectual property rights of the Company;
– not to store on the Service data that is harmful or of an illicit nature, contrary to good morals or infringing the rights of third parties, in particular intellectual property rights.
The Customer is responsible for any damage that the data he has transmitted could cause to the Company, to a third party, to the Service, and guarantees the Company against any recourse which could be brought against him by a third party as a result of this data.
The Company undertakes to provide the Service detailed herein, and to implement all necessary material and human resources for this purpose.
The Client accepts that the Company may, freely and without any particular prior formality, subcontract all or part of its obligations hereunder, under its responsibility. In the event of subcontracting and with regard to the Client, the Company will remain solely responsible for proper compliance with its obligations at the end of the Agreement and/or Subscription.
Under no circumstances can the Company be held responsible for indirect damage, such as, in particular: commercial damage, internal disorganization, commercial disruption of any kind, loss of profit, damage to the image of the Client's brand or third parties. The Company's liability may only be sought, for any reason whatsoever, within the framework of its obligation of means, and the amount of compensation that it may be required to pay to the Client may not exceed the amount of the invoices actually paid by the Customer during the contractual period during which the damaging event occurred, regardless of the legal basis of the claim.
11 Divers
The Company may modify all or part of this Agreement by notifying the Customer by e-mail. The updated Agreement becomes effective and binding on the business day following its posting. The Company will inform the Customer of the update by email or through an in-app notification.
If he does not accept the modification of the Agreement, the Customer must notify the Company in writing within thirty (30) days of receipt of the notice of modification. Upon such notice, the Agreement and/or Subscription will continue to be governed by the terms and conditions applicable before the modification until the next renewal date, after which the current terms will apply. However, if the Company can no longer reasonably provide the Service and/or Subscription to the Customer in accordance with the terms applicable before the modification (for example, if the modifications are required by law or result from general modifications to the Service), then the The relevant Agreement and/or Subscription will be terminated as soon as the Company has informed the Customer, and the Company will promptly refund all prepaid but unused fees covering use of the Subscription Service after termination.
Force majeure: the liability of the Parties cannot be incurred in the event of non-performance, by one or the other, of all or part of the obligations imposed on it resulting from a case of force major within the meaning of article 1218 of the civil code.
It is expressly agreed that malfunctions of telecom and telecommunications operators constitute cases of force majeure within the meaning of this article, provided that these malfunctions are not caused by the technical means implemented by the Company.
The Party invoking a case of force majeure will be required to notify the other Party, by registered letter with acknowledgment of receipt, as soon as possible, of the occurrence of such an event. The Party invoking force majeure must keep the other Party informed and undertakes to do its best to limit the duration of the suspension of its obligations.
If the impediment is temporary, the performance of the obligation will be suspended until the Party invoking it is no longer prevented. If the suspension were to continue for a period of more than one (1) month, each Party will have the possibility of terminating the Agreement without compensation by notifying its decision to the other Party by registered letter with acknowledgment of receipt. If the impediment is definitive, the Agreement will be terminated automatically and the Parties will be released from their obligations, in application of article 1351 of the civil code.
Relationship between the parties: the Company and the Client agree that the relationship established between them does not in any way constitute a joint venture, partnership, employment or representation.
Compliance with the law: the Customer must comply with all laws relating to the use of the Service and/or the Subscription.
Severability: Any provision of this Agreement or a Purchase Order found to be invalid or unenforceable under applicable law shall be deemed superseded by a valid, enforceable provision matching as closely as possible the intent of the original provision, and the The remaining terms of this Agreement and/or the Purchase Order will continue to apply.
Notice to the Company: notices will be sent to BEEFLEX Software, 128 rue la Boétie, bureau 46, 75008 Paris and will be deemed delivered on the date of effective receipt.
Notice to the Customer: notices will be sent to the Customer at the address indicated in their User Account information. Company may deliver general notices electronically through the Subscription Service and may also send Customer specific notices by email to the addresses listed in the account information Company has for Customer. The Customer must keep all of its account information up to date.
Entire Agreement: this Agreement (including each Order Form), together with the Privacy Policy available at Privacy Policy – BeeMyFlex constitutes the entire agreement between the Company and the Customer regarding the Service and /or the Subscription, and replace any other agreement or proposal, electronic, oral or written, between the two parties. The Company's obligations are not contingent upon the delivery of future features or functions of the Service, nor are they related to any oral or written public statements made by the Company regarding future features or functions of the Service and/or the Subscription. The Company may possibly make available versions of this Agreement in other languages. In which case, the French version of this Agreement is authoritative, and the translation provided solely for information purposes cannot in any way be interpreted as modifying the original version of this Agreement.
Assignment: the Customer may neither transfer nor assign this Agreement and/or its Subscription without the prior written authorization of the Company, except in the event of a merger, or by operation of law, provided that the successor is not not a direct competitor of the Company. The Company may assign this Agreement and/or the Subscription to one of its subsidiaries or in the event of a merger, partial contribution of assets or by operation of law.
No Third Party Beneficiaries: Nothing in this Agreement is intended to confer or confers, express or implied, any rights, benefits or remedies whatsoever on any person or entity third party to this Agreement.
Services contract: this Agreement is a contract for the provision of services and not a contract for the sale of products.
Authority: Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that this Agreement is binding and enforceable in accordance with its terms. Customer further represents and warrants that it has the authority to enforce compliance with the terms of this Agreement by its affiliates.
Survival: The following sections will survive the expiration or termination of this Agreement: “Definitions”, “Fees”, “Prohibited and Unauthorized Use”, “Early Termination”, “Termination for Just Cause”, “Suspension for Acts” prohibited”, “Suspension for non-payment”, “Suspension for proven damage”, “Suspension and termination of the Free Offer”, “Consequences of termination or expiration”, “Intellectual property”, “Confidentiality”, “Advertising”, “Indemnification”, “Disclaimers and Limitation of Liability”, “Miscellaneous” and “Applicable Law”.
Precedence: In the event of a conflict between the terms of the Agreement and those of an Order Form, the terms of the Order Form will take precedence, but only for the Order in question.
Applicable law: The law applicable to this Agreement is French law. Any dispute which arises during the execution of this Agreement will be subject to the jurisdiction of the Paris Commercial Court. The Parties undertake to make an attempt at conciliation before any recourse to a judge.