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Terms and conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE

Euroleads’ General Terms and Conditions of Sale (hereinafter the “T&Cs”) are binding on SAS EUROLEADS, a company with a capital of 60,000 euros, registered with the Register of Commerce and Companies of Tours under number 320 179 922, whose registered office is located at 9 rue Michelet 37000 Tours (hereinafter Euroleads or the Service Provider). Euroleads is a “Data Processor” within the meaning of Regulation 2016/679 of 27 April 2016 (hereinafter “GDPR”).

1. DEFINITIONS

“Database” means the structured set of personal data accessible according to specific criteria.
“Client” refers to the legal entity mentioned in the Quotation wishing to use the services. The Client is a “Data Controller” within the meaning of Regulation (EU) 2016/679 of 27 April 2016 (hereinafter the “GDPR”).
“Quotation” refers to the act describing the scope of the Services offered by Euroleads and by which, by validating it, the Client confirms the order of one or more Services. These documents specify in particular the identification of the Parties, the purpose of the order, the nature of the operations carried out on the Data, the purpose(s) of the Processing, the personal data processed, the categories of persons concerned, the identification of the recipients, the validity periods, the volumes of Data, the methods and deadlines for executing the order and the applicable rate.
“Data” means both personal data and anonymous data made available to the Customer.
” Data provided “: elements of information belonging to the Client and communicated to Euroleads in the context of the Services
“Partner “: Legal person, Data Controller requesting a Data monetization or Processing service from Euroleads.
“Parties” means the Client and Euroleads.
“Services” or ” Services “: all the services provided by Euroleads for the Client and described in the General Terms and Conditions;
“Trusted third party” refers to the service provider, sub-processor recognized and authorized to implement Personal Data Processing on behalf of others, ensuring the security and confidentiality of all content, information and Data associated with its service.

2. PURPOSE

The T&Cs contain the clauses applicable to all Euroleads Services. All the Services will be detailed in the Quotations.
These Services may include:

Provision of data;
Customer data enrichment ;
Identity verification (identity verification by confrontation with different B to B or B to C data sources, document verification, biometric or voiceprint verification).

These Services will be carried out in compliance with the rules of the art and the Code of Ethics of the Digital Alliance.
The T&Cs take precedence over any general or specific terms and conditions specific to the Client, unless a formal written derogation is accepted by Euroleads.

3. CONTRACTUAL HIERARCHY

The contractual documents governing the Services include, in the following hierarchical order:

Quotations
These General Terms and Conditions of Sale
The other appendices
Amendments, the case Appropriate

The execution of the actions and Services will be done upon signature of a Quotation.
If a dispute arises due to contrary stipulations between these T&Cs and the Quotation entered into between the Parties, the clauses of the Quotation shall take precedence over those of these T&Cs.

4. ORDERS
4.1. Acceptance and Modifications

Signing the Quote implies acceptance of these T&Cs, which are available on our website at the following address:
All orders by the Client are made in accordance with these Terms and Conditions, implying their acceptance without reservation or retention.

For any request made by the Client, Euroleads sends back a Quotation valid for thirty (30) days from the date of issue. The order is final after receipt and validation by Euroleads of the Quote signed by the Client. This validation by Euroleads takes the form of written feedback or the start of the service.

The Contract is formed by the T&Cs and the Quotation. The T&Cs apply to all Customers. The Services offered by Euroleads are subject to change or revision at any time. Only the version of the T&Cs in force on the day of Euroleads’ validation of the Quotation signed by the Client will have legal force between Euroleads and the Client. The updating of the T&Cs entails a communication to the Client so that he or she can read them. Therefore, the fact of continuing to benefit from the Services presumes acceptance of the amended T&Cs

4.2. Duration
The Contract takes effect on the day of validation by Euroleads of the Quotation signed by the Client. The Contract is concluded for a fixed period and mentioned on the Quotation, or in the absence of mention in the Quotation, for a period of one year. The Contract will automatically renew under the same terms. If a Party does not wish to renew the Contract, it must inform the other Party as far as possible by giving at least three (3) months’ notice.

5. JOINT OBLIGATIONS OF THE PARTIES
5.1. Cooperation of the Parties

The Parties agree to collaborate closely, actively and regularly throughout the duration of the T&Cs, in particular by communicating any information likely to have an impact on the proper implementation of the T&Cs entered into between them.
Each of the Parties undertakes to appoint, within its company, a Project Manager who will be the other Party’s privileged interlocutor for the purposes of the implementation and execution of this Contract. Any change by either of the privileged interlocutors must be reported to the other Party as soon as possible. The change will only be considered effective from the date of receipt of the written notification by the recipient. Any prejudice caused by a delay in notification shall be borne by the notifying Party. In particular, the Parties agree to discuss in committee (in the presence of the Project Manager of each
Party) whenever the situation so requires, and in particular in the event of difficulties encountered in the performance of the Services.
Euroleads cannot be held liable for a non-compliance with the schedule, a delay in this schedule or a non-delivery if the Client or a third party does not respond to its requests or responds late.

5.2. Audit – Pitfalls

The Client authorises Euroleads to carry out or have carried out an audit of the procedures put in place in the context of the execution of these Terms and Conditions. The Client must facilitate any intervention by Euroleads on its website or that of its service providers. Euroleads or the Partners reserve the right to include in the selections given to the Client, witness or trap addresses, in order to verify that the Client’s use is in accordance with the Present Terms.

The Client may decide to initiate audits to verify Euroleads’ compliance with its obligations under the T&Cs. Euroleads shall make available to the Client the necessary documentation to contribute to such audits and to demonstrate compliance with all its obligations and to enable audits, including inspections, to be carried out by the Client or another auditor appointed by the Client that is not a competitor of Euroleads.
It is expressly agreed between the Parties that, as far as possible, an audit on the basis of documents is preferred and that an on-site audit will be scheduled only if the elements made available by Euroleads do not prove sufficient to demonstrate compliance with its obligations under this clause.
The audit must be preceded by a minimum of 15 days’ notice, accompanied by a description of the scope of this audit. The audit will be carried out at the Client’s expense and may not exceed a period of 2 working days per year.
It is expressly agreed that the following will not be subject to verification operations: any financial data or personal data that does not concern the Client, any information the disclosure of which would be likely to affect the security of the systems and/or data of the Service Provider (e.g. risk to the confidentiality of information) or other customers of the Service Provider, or the source code of the computer programs used in the context of the provision of the Services;
The person in charge of the verification operations may not make a copy of any document, file, data or information, in whole or in part, nor may it take photos, digitize or capture sound, video or computer recordings; he may request that all or part of these elements be provided or sent to him; The Service Provider may organise a presentation of sensitive documents that cannot be communicated in a secure room (black room); Any person in charge of verification operations may only be admitted to a site of the Service Provider or one of its subcontractors after the Client has declared his identity; the Client must ensure the integrity of the persons mandated to carry out the verification operations, whether they are employees of the Client or an external audit firm, and the Client guarantees the Service Provider that these persons will comply with the confidentiality obligations mentioned in these General Terms and Conditions, and more generally the most absolute confidentiality of the elements of which they may become aware in the context of these verification operations.
The verification operations must take place during the normal opening hours of the Service Provider’s offices and will be conducted in such a way as not to hinder the provision of the Services or any other activity carried out by the Service Provider for the benefit of its other customers, who will in any case have priority over the performance of the verification operations. The Service Provider may at any time interrupt these verification operations if the provision of the Services or any other activity carried out by the Service Provider for the benefit of its other customers requires that the resources and/or means occupied by the verifications be mobilized for other purposes.

5.3. Non-solicitation of staff

For the entire duration of the Contract and a period of one year after its expiry or termination, the Parties shall refrain from hiring or having worked, directly or through an intermediary, any employee of the other Party who has participated in the performance of the Contract.
Failure by either Party to comply with this prohibition would automatically result in the payment of lump sum compensation to the other Party. The amount of this allowance will correspond to the total gross salary received by the employee during the twelve (12) months preceding his departure.

5.4. Confidentiality

Each of the Parties undertakes to respect the strictly confidential nature of the methods, processes, information and documents of the other Party, in particular all information and documents exchanged within the framework of the Quotations, and undertakes to have its staff or any party it has mandated make the same commitment.
In particular, the Parties undertake to ensure that confidential information (1) is protected and kept strictly confidential and is treated with the same degree of care and protection as they grant to their own confidential information of the same nature; (2) is disclosed internally only to members of their personnel who need to know and is only used by them for the purpose defined by this Agreement; (3) are not disclosed, or are likely to be disclosed, either directly or indirectly, to any third party and to any person other than those mentioned in the above point; (4) are not used in whole or in part for any purpose other than that defined in this Agreement without the prior written consent of the Party that disclosed them.
This obligation is valid for the duration of the Services and for five (5) years following the end of the contract. However, information or data where the receiving Party can prove that :

By any written means having a certain date, that they were lawfully in his possession before the date of their transmission;
That they were lawfully communicated to him by a person not bound by an obligation of confidentiality;
That they were publicly known before the date of their transmission or that they have become so without any fault or omission being imputed to it ;
That it has developed them independently.

6. OBLIGATIONS OF THE CLIENT
The Client declares that it has the power, authority and capacity necessary for the conclusion and execution of the T&Cs. The Client declares that it has verified the adequacy of the Services to its needs and that it has received from Euroleads all the advice and information necessary to subscribe to it in full knowledge of the facts.
The Client undertakes to clearly and exhaustively express its needs and to provide Euroleads with all information and documents that enable Euroleads to understand the Client’s objectives and constraints and to provide the Services. The Client undertakes when signing the Quotation to give true, correct and complete information. In the event of any change in this information, the Client undertakes to inform Euroleads within forty-eight (48) hours. The Client undertakes to comply with the laws and regulations in force applicable to the Services it purchases, to expressly accept the legal obligations arising therefrom and to be personally responsible for any claims and/or proceedings of any kind that may be brought against Euroleads and that would be related to the Client’s obligations under the T&Cs. The Client must also carry out the required checks and validations within the stipulated deadlines.
The Client undertakes not to perform, directly or indirectly, the Service(s) entrusted to Euroleads by companies other than Euroleads without first referring to Euroleads.

7. OBLIGATIONS OF EUROLEADS
Euroleads undertakes to exercise all due diligence in the execution of the T&Cs and to make its best efforts to provide quality Services in accordance with the practices of the profession and the legislation. As such, and for all the obligations incumbent on it, Euroleads is bound by an obligation of means. The deadlines are in principle provided for information only, unless otherwise specified in the Contractual Documents. Euroleads reserves the right to subcontract all or part of the Services and will remain liable to the Client for the proper performance of the Services. Euroleads undertakes to advise the Client in order to best meet their needs. The Quotation mentions what is included in the Services provided by Euroleads. If the Client’s needs change during the performance of the Services, the Client must notify Euroleads, which will send the Client a new Quote. If this new Quote is refused by the Client, Euroleads will only perform the Services as initially agreed.

8. DESCRIPTION OF THE SERVICES

The following articles will only be applicable if these Services are provided for in the Quotation.

8.1. Provision of Data

Euroleads is required to make Data and Databases available to the Client under the following conditions of use:

Single-use right : The provision of Data for a single-use right concerns the use of the Data limited to a single prospecting campaign on behalf of the Client and in its name as mentioned in the Quotation.
Right of multiple use : The provision of the Data may concern a right of multiple use as mentioned in the Quotation.
Right of use with reciprocity : The provision of the Data may concern a right of use with reciprocity as mentioned in the Quotation.

In all cases, the Client (Client or Agency acting on behalf of) undertakes to use the Data made available only in its name, on its own behalf, without the possibility of transfer for consideration or not to third parties and only within the framework defined herein. It is recalled that any indirect collection of Data carried out in this way will be done in strict compliance with the rights of the persons concerned within the meaning of the amended Data Protection Act.

8.1.1. Comparison with the list of opposition to telephone canvassing of contact data located in France

Obligation to confront: Unless the Client undertakes to have the Bloctel Processing carried out, Euroleads undertakes to provide a file that has been confronted with the list of opposition to telephone canvassing before delivery to the Client. In accordance with the provisions of the Consumer Code, the Client is informed of its obligation to confront the list of opposition to telephone canvassing before any commercial prospecting operation by telephone, subject to the exceptions recognised by the texts and the administrative and judicial authorities. The Client declares that he has read the above information and undertakes to act in accordance with the regulations in force concerning telephone canvassing.

Exception to the obligation to confront: Euroleads may provide the Client with a Consumer Data file including Telephone Data that does not require a comparison with the list of opposition to telephone canvassing if (1) a contractual relationship pre-exists between the Client and the Consumer; (2) the purpose of the prospecting is the supply of newspapers, periodicals or magazines; (3) the Client does not carry out any prospecting operation for consumers; (4) the Client is a survey institute or an association or a public service and the subject of the call does not concern the sale of a good or the provision of a service; (5) the consumer wishes to be contacted by the Customer and the call is made within 3 months of the consumer’s request for the product or service concerned.
In this case, the use of exceptions to the obligation to confront is indicated at the time of the order by the Client. It is specified that these exceptions are without prejudice to any interpretation to the contrary by the administrative and judicial authorities. Therefore, under no circumstances can Euroleads be held liable for not being confronted with the list opposing telephone canvassing. For all the above-mentioned cases, the Client is reminded that he must be able to justify to the authorities the use of one of the exceptions to the obligation to compare the Bloctel list.

8.1.2. Compliance with the regulations relating to the telephone canvassing of contact data located in France

In accordance with the Naegelen Law No. 2020-901 of July 24, 2020 and Decree No. 2022-1313 of October 13, 2022 on the regulation of the days, times and frequency of telephone calls for the purposes of unsolicited commercial prospecting, the telephone canvassing carried out by the Client to consumers must comply with the following rules:

only from Monday to Friday, from 10 a.m. to 1 p.m. and from 2 p.m. to 8 p.m.;
prohibited on Saturdays, Sundays and public holidays;
a maximum of four times per month (30 calendar days) per professional (and not per transaction) or person acting on his behalf.

This framework applies both to people who are not registered on the Bloctel telephone canvassing opposition list and to those who are registered, but who are solicited under a current contract.
If the consumer refuses this canvassing during the conversation, he or she may not be contacted again before the expiry of a period of sixty calendar days from the date of this refusal. On the other hand, if the consumer has given his prior consent to be called, he may be solicited outside these days and time slots.

8.1.3. Quality – choice of databases

Euroleads takes great care to meet the qualities of use in the direct communication profession. However, Euroleads cannot guarantee that the Data is free of errors, outdated or inaccurate references.
The choice of Data is made by the Client alone, under its sole responsibility. Upon special request, assistance may be provided to the Client within the framework of an obligation that can only be of means.
The Client is supposed to have all the necessary skills to assess the suitability of the selected Data for the recipients, taking into account the message it wishes to produce. Under no circumstances can Euroleads be held liable. Euroleads cannot be held liable for the returns of an operation carried out on the basis of the documents prepared by the Client and sent using the Data made available to it under these Terms and Conditions.
The Client is informed that the Partner declares and undertakes to ensure that the Data Files, marketed by Euroleads, comply with the french Law No. 78-17 of 6 January 1978 as amended relative à l’informatique, aux fichiers et aux libertés as well as the provisions of the GDPR.

8.1.4. Quantities – Postal Claims and Returns

The quantities of postal addresses are made available to the Client according to the Quote signed by the Parties with a tolerance of plus or minus 10% and the Client bears without any recourse against Euroleads, any deviation of less than 10%. Undeliverable Letters (PND) are only compensated to the Client if they exceed 7% of the total addresses posted on the basis of once the invoiced value per address, subject to the provision of supporting documents.
Wrong phones, Hard Bounces (or invalid email addresses): Beyond 8% of wrong phones or Hard Bounces, the amount refunded is one time the rental value, subject to the provision of supporting documents.
Deadlines, conditions and terms of compensation: In order for the Client to benefit from this right to credit, he must provide Euroleads with the postal addresses, telephone and email addresses with their computer charging code. Any complaint must be notified to Euroleads by registered letter with acknowledgement of receipt within thirty (30) days of the date of the commercial prospecting operation. After this period, the Client is irrefutably presumed to have waived the right to request a refund for the said addresses. The compensation will give rise to the establishment of a credit note to be used on the next invoices issued by Euroleads to the Client, to the exclusion of any other compensation.

8.1.5. Deduplication, Customization, and Routing – Security

The Data made available by Euroleads must be delivered to a routing company or IT services company recognized by the Profession and presenting the status of Trusted Third Party. Euroleads reserves the right to refuse the intervention of a service provider to carry out Processing that does not guarantee the qualities required for the confidentiality or security of the Data. In this case, Euroleads may offer the services of another provider.
In accordance with the French Data Protection Act, the Client assumes full responsibility and, in particular, for the security and confidentiality of the Data and Files made available to him. As such, the Client declares that it is responsible for any direct or indirect damage in the event of misappropriation of the Data or unauthorised use.

8.2. Enrichment of customer data
Depending on the choices of Services envisaged by the Client and formalised in the Quotation, Euroleads may offer the Client a Data Enrichment Service of the customer file held by the latter. To this end, the Client will ask Euroleads to search with the data providers designated in the Quotation for Data intended to enrich the said customer file. Euroleads may also set up a collection of this data on behalf of the Client.
In the context of the provision of Data by external sources, the data collected to enrich the Client’s file may come from OpenData or from third parties designated by Euroleads previously approved by the Client.

8.3. Identity verification

Euroleads is required to provide identity verification (KYC) services. This service may include:

Identity verification by confrontation with different B to B or B to C data sources
Verification of identity documents
Biometric verification
Voiceprint verification

These services may be subcontracted in accordance with what is provided for in the Quotation.

8.4. TRANSFER OF DATA

There are two cases of transfer of Data: (1) The Data made available is delivered directly by the Partner’s service provider to the Client’s trusted third party. In this case, Euroleads cannot be responsible for the security of the Data ;(2) the Data made available to the Client’s trusted third party is made available by Euroleads, within the framework of contracts with the partners. In this case, Euroleads assumes full responsibility for the security of electronic transfers (the Data must be delivered in encrypted form, by email, with a password provided by another channel, or SFTP servers). The Client undertakes to destroy the Data after use, within a maximum period of three (3) months after depositing the post or telephone calls.

9. PERSONAL DATA

In the context of the provision of the Services, Euroleads may have access, as a data processor, to personal data within the meaning of the french Law No. 78-17 of 6 January 1978 relative à l’informatique, aux fichiers et aux libertés and European Regulation 2016/679 of 27 April 2016 relating to personal data. Euroleads may thus be required to process such data or have access to it on behalf of the Client, the data controller, for the sole purpose of providing the Services and for the duration of the T&Cs. The Parties have agreed to provide a framework for this processing of personal data within an “Agreement on the Protection of Personal Data” (Annex 1).

10. PRICES AND PAYMENT TERMS

Any order validated implies the Client’s full agreement to its payment. Any cancellation of an order occurring after the delivery of the Databases implies the invoicing of all services.
Prices are set in the Quotation on the basis of the rates in force on the day the Quotation is issued, excluding taxes and delivery costs. The related taxes are those in force on the day of the order. Any first order from a Client will give rise to a cash payment at the time of the order. Euroleads’ invoices are payable thirty (30) days from the date of confirmation of the order. However, depending on the nature and importance of the work, a deposit of 30% may be requested at the time of ordering. Invoices are payable by bank transfer to Euroleads.

In the event of a delay in the payment of invoices, and without prior formal notice, the rate of late payment penalties payable on the day following the date of payment of the invoices is equal to the rate of the European Central Bank increased by 10 points. Pursuant to Article L441-10 and Article D441-5 of the French Commercial Code, any delay in the payment of invoices also makes the debtor liable for a lump sum compensation for recovery costs in the amount of forty (40) euros in addition to the above-mentioned late penalties and cannot exclude a claim for judicial compensation. In the event of a dispute, only the Commercial Court of Paris has jurisdiction and only French law is applicable.

Euroleads reserves the right to modify the prices in force subject to informing the Client by giving thirty (30) days’ notice. In the absence of opposition from the Client during this period, the new price list is irrevocably deemed to have been accepted. The pricing is established taking into account the economic conditions as well as the legal and regulatory provisions in force at the time the Estimate is signed.
All Services (excluding purchases) are indexed annually according to the evolution of the french Syntec index, which is as follows:

P1: Revised price
P0: Original contract price
S0: SYNTEC reference index used on the original contractual date
S1: Last index published on the revision date

In the absence of agreement between the Parties on the Prize, the T&Cs will be terminated by operation of law by registered letter with acknowledgement of receipt sent by the most diligent Party. This termination does not give rise to the right to compensation.

11. MESSAGE

A sample of the message to be sent must accompany each request for the provision of Data. The Client is solely responsible for the writing of his message, or telephone script. He undertakes to write his message in compliance with the legislative obligations in force, and in particular the GDPR. In the context of Direct Marketing operations, the Client assumes full responsibility for the content and channels chosen (telephone, paper, email, SMS). Under no circumstances can Euroleads be held liable in connection with the content and use of a channel. The Client shall refrain from sending messages (1) that are contrary to public order and morality or (2) likely to harm the image of the Partner or Euroleads or (3) that do not comply with the laws and regulations in force regarding content and prior consent.
The Customer assumes full responsibility for the use of addresses and messages. This is the case both for the informational content and for the conditions of form and addressing.

12. LIABILITY

Euroleads will devote the time and effort necessary to the preparation and execution of its Services and will bring to the execution of its mission all the diligence required to safeguard the interests entrusted to it.
The Client is solely responsible for the consequences and/or claims made by third parties following the use of the Data in the context of the Processing of Personal Data, regardless of the reason. In particular, the Client is solely responsible for breaches of the legislation in force relating to the Processing of Personal Data, information technology, freedoms, direct marketing and messages. In any event, the Service Provider’s liability towards the Client is limited to compliance with the obligations set out in these General Terms and Conditions of Sale.
The Data made available by the Service Provider is transmitted to the Client via the Internet. The Service Provider makes every effort to guarantee the security of the transfers made, however, in this context, the confidentiality of such transfers cannot be fully guaranteed and the Service Provider cannot be held liable for any loss, damage to integrity, alteration, unauthorised access, delays or failures in the transmission of the Data thus made available, which are not attributable to it.
In the event that liability may be held against the Service Provider or its subcontractors, the damages payable by the Service Provider shall, by mutual agreement, be limited annually to the sums actually paid by the Customer to the Service Provider under the General Terms and Conditions of Sale during the last 12 months. Under no circumstances may the Service Provider be required to compensate for indirect damages.
The Client undertakes to indemnify Euroleads against any damages and claims caused by the breach or fault of the Client (or its directors, or employees) or its authorised subcontractors in the performance of its obligations under these General Terms and Conditions of Sale.
In the event of a dispute, Euroleads’ contractual liability can only be held if the Client provides proof of Euroleads’ wrongful conduct and a causal link with the damage invoked.
Euroleads cannot be held liable for any damage resulting, in whole or in part, from a breach by the Client of any of the general or specific obligations of collaboration, prudence or diligence that the General Terms and Conditions of Sale, the Law, usage or equity impose on it:

The fault, negligence, omission or default of the Client,
The fault, negligence, omission of a subcontractor of the Client.

Neither Party shall be held liable to the other for the non-performance or delays in the performance of an obligation arising from these General Terms and Conditions of Sale due to the occurrence of a case of force majeure usually recognized by case law. In the event of a breach by the Client of its obligations under the T&Cs, Euroleads may automatically and without notice, interrupt the Services and terminate the T&Cs and the current T&Cs without waiving the damages to which Euroleads may be entitled, or reimbursing any sums received under the T&Cs, these sums remain definitively acquired by him.
Euroleads cannot be held liable if the performance of one or more Service(s) is prevented or delayed due to:

The Client, in particular in the event of fault, negligence, omission or non-compliance with its obligations under the T&Cs;
From a supplier of Euroleads, in particular in the event of fault, negligence or default;
A request from a competent tax, judicial or administrative authority.

Any complaint by the Client regarding the performance of the Service must be made in writing within three (3) months of the performance of the Service in question. It is the responsibility of the Client to provide any justification as to the reality of the poor performance of the Service and to leave Euroleads with all facilities to establish this non-conformity and to remedy it. The Client shall refrain from intervening itself or bringing in a third party for this purpose. This delay is justified by the temporary nature of many technical data, which disappear very quickly, making any effective investigation impossible. In any case, any liability action against Euroleads is time-barred one (1) year after the occurrence of the harmful event giving rise to it.
In addition, the Parties have expressly agreed and agreed to derogate from Article 1221 of the Civil Code. Also, the Client may not, under any circumstances, even after formal notice, have this obligation performed by a third party without the prior and express agreement of Euroleads or ask Euroleads for the reimbursement of any sum incurred for this purpose, unless the judge has given prior and express authorisation in this regard.

13. TERMINATION

In the event of a breach by one of the Parties of the obligations hereof notified by sending a registered letter with acknowledgement of receipt and not remedied within fifteen days of receipt, the other party may invoke the automatic termination of these Presents, the whole without prejudice to all damages to which it may be claimed.

In the event of reorganization, liquidation, bankruptcy or similar proceedings, these Terms may be terminated by operation of law.

In the event that the Client fails to pay the price, Euroleads may also suspend the performance of its Services. The resumption of the suspended Services is subject to the full payment of the unpaid invoices by the Client. In the event that the Client stops the Service ordered before the scheduled deadline, the Client will be liable for all the fees provided for in the Quotation.

14. INTELLECTUAL PROPERTY

The sign “EUROLEADS” is registered as a company name and belongs to Euroleads. These elements may not be used without the express authorisation of Euroleads. The Data provided by the Client for the performance of the Deliverable and/or the performance of the Services remain the full and complete property of the Client. As such, the T&Cs do not give rise to any rights, in particular intellectual property rights, for the benefit of Euroleads. The Client authorises Euroleads to use the said content and Data provided in the context of the performance of the Service.
The Client undertakes to hold the rights, in particular intellectual property rights, to the Data provided, elements and content that it may provide to Euroleads in connection with the execution of the T&Cs. The content and Data provided by the Client for the realization of the Deliverable must not infringe the intellectual property rights, the right of disclosure or the privacy of third parties. The Client agrees to be personally responsible for any claim made against Euroleads as a result of the Data provided.
The Files and Databases processed and marketed by Euroleads are protected by copyright as well as by the law of 1 July 1998 which transposes into the Intellectual Property Code the European directive of 11 March 1996 on the legal protection of Databases. Any infringement will be sanctioned by the legislative and regulatory provisions on protected trademarks and/or unfair competition.
In the context of the use of third-party data by the Client, the Data Provider Partner is the sole holder of the private rights granted to it under the legislation on its Files and Databases. Consequently, any appropriation or use outside of these Terms and Conditions will be sanctioned by the legislative and regulatory provisions on copyright. The Client acknowledges that it has no claim concerning the Data and that it has only a precarious right to exercise it hereunder. In the event of a breach, the Client may be held liable for the damage suffered both with regard to the Partner and Euroleads.

The T&Cs do not imply authorisation by the Client to use the trademark(s) or signs of the other party, unless expressly exempted from the Quotation. Euroleads may cite the name of the Client as a commercial reference, on any document or any medium throughout the duration of the General Terms and Conditions.
The Client undertakes not to transfer, copy, reproduce, in whole or in part, even free of charge, merge the Data with other Databases, enrich another file, or use the Data provided outside the framework defined herein. The information contained in the File provided by Euroleads may only be integrated into the Client’s Databases by replying to the messages sent by the Client.
Euroleads does not grant any exclusivity and reserves the right to enter into a similar agreement with any other Client. It is recalled that any indirect collection of Data carried out in this way will be done in strict compliance with the rights of the persons concerned within the meaning of the amended Data Protection Act and the GDPR.

15. FORCE MAJEURE

It is expressly agreed that Euroleads will be held harmless for any delay or failure to perform its contractual obligations and which may be the consequence of events relating to a case of force majeure as defined by the French courts, in particular in the event of a cut in internet access or the impossibility of accessing the online tools used by Euroleads. The Party that believes that a Force Majeure Event has occurred shall immediately notify the other Party in writing of such circumstances and of when it believes that the event may end. The Parties will then do their best to enable the performance of the Services, subject to a reasonable cost.
In the event of an extension of the event beyond a period of fifteen (15) consecutive days, the Contract may be suspended by written agreement of the 2 Parties or terminated by operation of law by registered letter with acknowledgement of receipt, unless the Parties expressly agree to another method of notification.
The Client remains liable for all the Services provided.

16. OPERATING RESERVE CLAUSE
Euroleads retains the right to object to the provision of Data until the full principal and ancillary price has been effectively paid.

17. MISCELLANEOUS: INSURANCE, PRESCRIPTION, ETC.

The Services provided to the Client by Euroleads are not subject to any exclusivity. As the Parties are independent contractors, the T&Cs are only binding on each other for the purposes mentioned therein. Consequently, the provisions of the T&Cs may in no way be interpreted as creating any association or company between the Parties or as entrusting any mandate from one to the other. In addition, neither Party may bind the other, in any way whatsoever and towards anyone, other than in accordance with the provisions of the T&Cs .
The Parties may cite the name of the other Party for commercial reference, on any document or any medium throughout the duration of the T&Cs.
No waiver by either Party to avail itself of any of its rights in accordance with the T&Cs shall constitute a waiver of such rights for the future.
If one or more provisions of the T&Cs prove to be null and void or irrelevant, they will be deemed unwritten and will not result in the nullity of the other provisions unless they are of a substantial nature.
The Parties shall replace the invalid provisions by means of an addendum with new provisions that are legally valid and as close as possible to the legal and economic meaning and purpose envisaged. The T&Cs entered into between the Parties represent the entirety and completeness of the agreement entered into between the Parties.
As this Contract is concluded intuitu personae, it may not be the subject of any transfer, whether total or partial, for consideration or free of charge, without the prior written consent of the other Party, except in the event of an intra-group reorganization, in particular a merger. In the absence of an agreement, the commercial relations between the Parties will be terminated, and this Contract will be terminated by operation of law, without the assignor being able to claim any compensation.
Each of the two Parties declares that it is the holder of insurance policies validly covering its civil and professional liability according to common law and undertakes to justify this at the simple request of the other Party.

18. GOVERNING LAW AND JURISDICTION

These T&Cs are governed by French law. Any dispute arising from the interpretation or execution of these T&Cs will be the subject, prior to any legal action, of the search for an amicable solution between the Parties. If such a solution cannot be found within one month of the first meeting between the Parties, the Parties agree to give exclusive jurisdiction to the competent courts of Paris.

DATA PROTECTION AGREEMENT

Article I. Purpose and duration of the Agreement

The purpose of this Agreement is to define the conditions under which Euroleads, as a Data Processor, undertakes to carry out on behalf of the Client, the Data Controller, the processing operations of personal data as defined below. Within the framework of this Agreement, the Parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable from 25 May 2018 (hereinafter, “the European Data Protection Regulation”).
Article I.1. Description of the Services and processing for which Euroleads may process personal data
Euroleads is authorised to process on behalf of the Client the personal data necessary to provide the following service(s):
The purpose(s) of the processing are specified in the Quotation. These can be:

Provision of data;
Enrichment of customer data;
Identity verification (identity verification by confrontation with different B to B or B to C data sources, document verification, biometric or voiceprint verification).

The nature of the operations carried out on the data is:

Provision of data: Organizing, structuring, storing, retrievaling, consulting, using, communicating by transmission, destroying
Customer data enrichment: The organization, structuring, storage, adaptation or modification, retrieval, consultation, use, communication by transmission, alignment or interconnection, destruction
Identity verification (identity verification by confrontation with different B to B or B to C data sources, document verification, biometric or voiceprint verification): Recording, organizing, structuring, storing, adapting or altering, retrievaling, consulting, using, communicating by transmission, matching or interconnecting, destroying

The categories of personal data that may be processed are: identification data, contact details, data relating to professional life, voice and image, data contained in identity documents, preferences and consumption habits, purchase history, socio-economic data as well as Optin and Optout.
The categories of data subjects are as follows: the Partner’s Customers/Prospects/Members/Donors, the Client’s Customers/Prospects/Members/Donors as well as professionals whose contact details and personal information are freely available.

For the performance of the service covered by this Agreement, the Client provides EUROLEADS with the necessary information, if necessary, by means of a password-protected file to be transferred via a secure SFTP also protected with a password. Passwords will be transmitted through a secure channel different from the one used to transmit the information from the SFTP. If it is not sent by SFTP, the file with the necessary information must be zipped and encrypted by password and the password must be sent in a separate email.

Article I.2. Duration of the Agreement
This Agreement is valid for the entire duration of the T&Cs.

Article II. Obligation of Euroleads as a processor towards the Client as Data Controller
Article II.1. Security and privacy
Euroleads, in its capacity as a Data Processor, undertakes to take all appropriate measures to ensure the protection, confidentiality, integrity and security of the Data that may be transmitted by the Client, in compliance with the legal provisions. In addition, Euroleads processes the personal data of the Partners on behalf of the Client, within the framework defined by the Client and in accordance with the Client’s instructions. Euroleads guarantees that it implements all necessary measures to preserve the security, and in particular the confidentiality, of any personal data to which it may have access or which may be communicated to it in the context of the performance of the Services related to this Agreement. Therefore, Euroleads undertakes to take all appropriate technical and organisational measures, taking into account the state of knowledge, the costs of implementation and the nature, scope, context and purposes of the processing of personal data, which would be necessary for it and its staff to comply with these security obligations, integrity and confidentiality, including:

Not to process, consult such Personal Data for purposes other than the performance of its obligations for the performance of the Services on behalf of the Client under the Agreement ;
To process and consult such personal data only within the framework of the Client’s documented instructions (it being specified that the Parties recognise the notion of documented instruction as having been acquired when Euroleads acts in the context of the execution of the Agreement, including with regard to transfers of personal data to a third country or to an international organisation, unless it is required to do so under the law of the European Union or of a Member State to which Euroleads is subject; in this case, Euroleads will inform the Client of this obligation before the processing of the personal data, unless the relevant law prohibits such information for important reasons of public interest) ;
To carry out the backup, hosting and Processing of Data in a country ensuring an adequate level of Data protection, within the meaning of the amended french law Informatique & Libertés and the European Commission ;
Take all necessary precautions to preserve the security of such personal data, to ensure that it is not distorted, damaged, or accessed by unauthorized third parties, and to prevent any access that is not previously authorized by the Customer;
Detail the measures taken or to be taken on this occasion in a formalized security policy that is available to the Client;
Take the necessary and appropriate technical and organisational measures to ensure the separate holding and Processing of the Client’s personal data from those of other clients;
Protect Customer Data, at each transmission, against unauthorized access and loss by using secure means (including data transmission via secure SFTP);
Take all measures to (i) ensure the constant confidentiality, integrity, availability and resilience of the processing systems and services used, (ii) restore the availability of and access to personal data in a timely manner in the event of a physical or technical incident and (iii) regularly test, analyse and evaluate the effectiveness of these measures;
Communicate to the Client the source of the Data made available;

Ensure that persons authorised to process personal data are subject to an appropriate contractual or legal obligation of confidentiality;

And, at the end of the Agreement, in accordance with the Client’s instructions, to return the personal data processed on behalf of the Client and to destroy any manual or computerised files storing said data, including any copies thereof, unless European Union law or French legislation requires Euroleads to retain such personal data.

The means implemented by Euroleads to ensure the security and confidentiality of personal data are in accordance with the state of the art in this area; Euroleads undertakes to maintain these means throughout the performance of the Services related to the Agreement and, failing that, to inform the Client immediately. All technical security measures are detailed in the Euroleads Security Assurance Plan.
In any event, Euroleads undertakes, in the event of a change in the means to ensure the security and confidentiality of this personal data, to replace them with means of equivalent or superior performance.

Article II.2. Subcontracting
In addition, it is expressly agreed between the Parties that Euroleads is entitled to use other processors (hereinafter the sub-processors) to carry out specific processing activities. Euroleads will inform the Data Controller of any change of sub-processor. The Client will then have a period of 72 hours from the date of receipt of this information to submit its objections. Euroleads also undertakes to ensure that sub-processors comply with the obligations of this Agreement as well as the standards laid down by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016. It is Euroleads’ responsibility to ensure that the subprocessor provides sufficient guarantees as to the implementation of appropriate technical and organisational measures in order for the processing to meet the requirements of the GDPR. If the subprocessor fails to comply with its data protection obligations, Euroleads remains fully liable to the Client for the performance of the subprocessor’s obligations. Euroleads undertakes to conclude a written contract with each subprocessor for this purpose.

Article II.3. Cooperation
Euroleads, in its capacity as a subcontractor, also undertakes to provide assistance to the Client, within the framework of its obligations under the terms of the T&Cs, in order to :

The Client’s compliance with its own obligations regarding the security and confidentiality of personal data;
Carrying out impact assessments of processing operations on the protection of personal data if the nature of the processing so requires and any prior consultation with the supervisory authority that may be necessary where appropriate. In this respect, it is specified that the obligation to carry out such impact assessments or to consult the supervisory authority in the cases provided for by the applicable provisions does not fall on Euroleads. However, Euroleads will communicate to the Client, upon written request by the Client, any information in its possession requested by the Client and which would be necessary for the Client to comply with the said obligations;
The management of requests to exercise the rights granted to data subjects by the regulations on the protection of personal data (right of access, rectification, erasure and portability of said data, right to object and right to limit processing, right not to be subject to an automated individual decision, including profiling) and the responses to be provided. The response to such requests is not the responsibility of Euroleads. Also, the latter will not respond to this type of request itself. However, it will inform the Client, by email, of any request received in this regard. Euroleads will also communicate to the Client, upon written request from the Client, any information in its possession requested by the Client and which would be necessary for the processing of requests and the preparation of appropriate responses to said requests for the exercise of their rights by the data subjects;
Compliance with the obligation to notify the supervisory authority and inform the data subject in the event of a personal data breach, i.e. any breach of security that accidentally or unlawfully results in the destruction, loss, alteration, disclosure of or unauthorised access to personal data being processed. These obligations are not the responsibility of Euroleads. Therefore, the latter will not itself notify the supervisory authority or inform the persons concerned. However, it will inform the Client, by email as soon as possible after becoming aware of it, of any personal data breach. Euroleads will also communicate to the Client, upon written request by the Client, any information in its possession requested by the Client and which would be necessary for the Client in order to carry out the aforementioned notification and information when required.

Euroleads also undertakes to inform the Client immediately if, in its opinion, an instruction constitutes a violation of the provisions of European Union law or other provisions of the law of the Member States relating to the protection of personal data to which Euroleads is subject.

Article II.4. Data Protection Officer
Euroleads informs the Client that its Data Protection Officer is Maître Benjamin Gras of the firm Inside. To contact him: dpo@euroleads.eu

Article II.5. Register of processing activities
Euroleads declares that it keeps a written record of the processing activities carried out on behalf of the Client, in accordance with the applicable legal and regulatory provisions.

Article III. Commitments of the Client
The Client, in its capacity as data controller, is responsible for the processing of personal data implemented or carried out in the context of the performance of the Services. It is solely responsible for determining the purposes and means relating to the processing of Personal Data. It guarantees Euroleads compliance with the provisions of European Union and French law on the processing of personal data. The Client is required to document its instructions relating to the processing of personal data and has done so in accordance with the Specifications and, where applicable, an appendix to the Quotation.
It is also the responsibility of the Client, who undertakes to do so, to ensure:

The lawful, fair and transparent nature of the collection and processing of personal data (in particular the information of the persons concerned, or even the collection of the consent of said data subjects when this is required, in particular because of the purpose or methods of the processing or the data collected and processed) ;
Document in writing any instructions regarding the processing of Personal Data by Euroleads;
That these data are only processed for a specified, explicit and legitimate purpose, and that they are not processed for subsequent purposes incompatible with this initial purpose;
That the personal data collected and processed in the context of the performance of the Services are adequate, relevant, not excessive and limited to what is necessary in relation to the purposes pursued, and that the collection of such data is not unlawful. In particular, the Client undertakes not to process data relating to offences, convictions or security measures. It also undertakes not to process, except where necessary for the purposes pursued and after obtaining the consent of the person concerned, personal data requiring special protection, such as religious, trade union, philosophical or political opinions or activities, health and equivalent data, biometric data, genetic data, or data concerning the life or sexual orientation of the persons concerned;
The quality, timeliness, currency and accuracy of this data;
Personal data are only kept in a form that allows the identification of the data subjects for a period that does not exceed that necessary in relation to the purposes for which they are processed. In this regard, it is also the Client’s responsibility to determine and communicate to Euroleads the desired retention periods for the personal data processed so that they can be implemented in the context of the performance of the Services, subject to any regulatory, legal or contractual provisions to the contrary imposing on Euroleads a different retention period for personal data;
That authorisations to personal data are strictly limited to users who have the need to know them, on the basis of the rule of least privilege;
Respect for the rights of the persons concerned (right of access, query, rectification, opposition, erasure, limitation, portability, etc.) and to respond in accordance with the procedures and within the time limits set by the applicable provisions to requests made in this regard by the persons concerned.

The Client guarantees Euroleads compliance with the obligations referred to above and releases Euroleads from any claim from data subjects whose data is processed, for the sole purpose of providing the Services by Euroleads. In its capacity as data controller, the Client undertakes to provide Euroleads with all the information and elements necessary for Euroleads to comply with its own obligations as a processor in terms of the protection of personal data.
When the Client wishes to transfer Data outside the European Union, the Client must implement, in the absence of an adequacy decision by the European Commission within the meaning of Article 45 of the GDPR, the appropriate guarantees within the meaning of Article 46 of the same regulation.
Euroleads reserves the right to request the transmission of the appropriate guarantees put in place by the Client for the supervision of the transfer of Data outside the European Union.

Article IV. Audit
The Client has the right to carry out any verification that it deems useful to establish Euroleads’ compliance with its obligations with regard to the protection of personal data, in particular by means of audits (or inspections), under the conditions provided for in 5.2 of the T&Cs.

Article V. Responsibilities
Euroleads and the Client may be held liable under the conditions set out in Article 12 of the T&Cs.