Pix Orga General Terms and Conditions of the free trial offer

12.07.2022

These General Terms and Conditions of Sale are concluded between the Public Interest Group Pix (GIP Pix), whose registered office is at 21-23 rue des Ardennes 75019 Paris (France), represented by its Director, Benjamin Marteau, and the professional customer, having requested to benefit from the free trial offer and having accepted the present Contract. Any use of the services implies acceptance of these terms.

Article 1 Preamble

The Pix platform is an online platform for assessing, developing and certifying digital skills. Its aim is to contribute to raising the general level of digital knowledge and skills and thus help prepare the digital transformation of society and the economy.

GIP Pix also distributes the Pix Orga platform in SaaS mode. Based on the Pix platform, this makes it possible to launch large-scale test campaigns and to collect and analyse the results from the Pix platform for professional purposes.

After having studied the Pix Pro offer in depth, the customer expressly acknowledges, by accepting these general conditions, wanting to assess during the period of the free trial offer, the adequacy of the services to his needs.

The customer declares that it has all the information and advice needed to make the choices in question.

These General Terms and Conditions shall take precedence over any other general terms and conditions or special terms and conditions of purchase used by the customer.

The customer acts in a professional capacity and declares that it has the requisite technical expertise to assess the technical specifications and their associated limits in relation to the products and services mentioned in this document or the catalogue and in the presentation of offers or specifications transmitted by GIP Pix.

Article 2 Definitions

The terms defined below shall have the following meanings between the parties:

  • ‘Customer’: refers to the legal or natural person acting exclusively in a professional capacity, notably within the framework of economic, commercial and non-commercial, public non-profit-making or agricultural activities;
  • ‘Contract’: all the contractual documents listed in the Article ‘Documents’;
  • ‘Description of the services’: all the services offered by GIP Pix and available by connecting to the platform via the following link https://cloud.Pix.fr/s/cYFMHRBRJmKLxAo ;
  • ‘Services’: access by the customer – via the Internet, in SaaS mode – to the functionalities of the Pix Orga platform described in the description of the services;
  • ‘Users’: natural persons to whom the customer gives access to the services.

Article 3 Purpose

The purpose of the Contract is to define the conditions under which the GIP Pix grants the customer who accepts it a right of access and use of the services, on a temporary and limited basis free of charge.

Article 4 Good faith

The parties expressly declare and agree that they have negotiated in good faith by exchanging all the information needed and useful to enable them to express their respective consent.

Article 5 Documents

The contractual documents are as follows, in descending order of priority:

  • these General Terms and Conditions of the free trial offer;
  • the internet pages to which these General Terms and Conditions expressly refer, which the customer declares it has read and which are incorporated by reference.

Article 6 Duration

These general terms and conditions come into force upon receipt and acceptance by the GIP Pix of these general terms and conditions signed by the client or accepted by any other means.

These general conditions come into force from the provision of the services for a period of 30 calendar days. They are not renewable. At their end, the customer agrees not to continue using the services on the basis of these general conditions. Continued use after their term may be carried out on the basis of acceptance of the GIP Pix general conditions of sale and the associated estimate. At the end of this 30-days period, all access will be deactivated and current campaigns will be archived.

Article 7 Service specifications

7.1 Scope

The specifications of the services, including hosting and data backup, are detailed in the description of the services.

As part of the free trial offer, use of the service is strictly limited to personal access to the benefit of a single person within the customer's organisation, who alone is authorised to administer the services, and to 10 users participating in campaigns, which are staff members of the client's organisation. This access is open for testing purposes to discover the services.

The functionality of the Services may be limited. In particular, it will not be possible for the organisation to benefit from the creation of target profiles.

7.2 Documentation

The documentation relating to the services is – according to the choice of GIP Pix – either available online or provided to the customer in electronic format upon the customer’s request.

7.3 Calendar

All the lead-times agreed between the parties are indicative and shall not result in the application of penalties.

Article 8 Quote

If the customer wishes to continue using the services beyond the duration of the free trial offer, an estimate is sent completed and signed by the customer to the GIP Pix by e-mail, to the following address: pro@Pix.fr , with the general conditions of sale appearing therein.

Article 9 Personal data

Both GIP Pix and the customer undertake to comply with the applicable legislation concerning the protection of personal data as regards any processing carried out within the framework of these General Terms and Conditions.

With this in mind, GIP Pix makes the following commitments, set out at the following address: https://cloud.Pix.fr/s/CsnTkSsE896NsPb.

As part of the free trial offer, the customer is informed that by way of derogation, he instructs the GIP Pix to keep the personal data for a period of one year from the end of these general conditions, these general conditions remaining applicable during this period for the sole purpose of allowing the customer to decide whether or not to continue the exploitation of the data stored by using the services. At the end of this period, the customer may exercise his choice to delete or return the data under the conditions provided for in the document reproduced at the above address.

Article 10 The customer’s obligations

The customer undertakes to:

  • collaborate with GIP Pix;
  • guarantee the user(s) comply with the contractual documents, including these General Terms and Conditions, and notably as regards the conditions of use of the Pix Orga platform and the confidentiality of the services.

Article 11 Compliance

The customer shall test the services covered by these General Terms and Conditions before any use and in any event within a maximum period of five (5) working days of the provision of the Pix Orga space(s) by GIP Pix.

In the absence of any justified reservations reported by the customer to GIP Pix, the use of the services at the end of this period shall be considered as final acceptance of the compliance of said services with regard to their description and the contractual documents.

Article 12 Liability

By mutual agreement, the parties expressly agree that the responsibility of the GIP Pix cannot be engaged by the client, for any reason whatsoever and to the extent permitted by law, given the absence of financial compensation to the provision of services, which is carried out for the benefit of the customer free of charge.

In the event that the aforementioned paragraph is called into question, the responsibility of GIP Pix can in any case only be incurred, under the conditions of common law, for direct and foreseeable damage suffered by the customer, excluding all consequential damages.

Indirect damages are considered to be, notably, the loss of data, time, benefits, turnover or margins, the loss of orders, customers, operations, revenues and commercial actions or damage to the brand image, the expected results and actions by third parties, even if GIP Pix was duly informed of the risk that such damages could occur.

If the full exclusion of liability set out in the first paragraph were to be set aside on any basis whatsoever, the liability of GIP Pix would remain, to the fullest extent permitted by law, by mutual agreement, and all generating facts combined, limited the amount of the price of the service during which the event giving rise to the damage was committed. This clause remains applicable in the event of nullity, resolution or termination or lapse of all or part of this contract.

Article 14 Insurance

The parties declare that they are insured by a solvent insurance company established in France against all harmful consequences and acts for which they could be held liable hereunder.

Article 15 Ownership

Article 15.1 Property of GIP Pix

By express agreement between the Parties, GIP P ixis and shall remain the exclusive owner of the protected elements, and all elements not made available under free licence, of the Pix platform and the Pix Orga platform, pursuant to the terms of the French Intellectual Property Code.

The contract shall under no circumstances be considered to transfer or assign the intellectual property rights of the Pix Orga platform or the services to the customer and users.

Consequently, the customer shall refrain from any action or deed that may directly or indirectly infringe upon the intellectual property rights concerning computer applications and associated trademarks in general.

The GIP Pix grants the client, who accepts it, a non-exclusive and non-transferable right to use the services, for a number of users limited to 10 staff members of the client's organisation, who may be invited to participate in evaluation campaigns for testing purposes. By default, these rights have a duration of 30 days.

This right of use operates by remote access via the customer’s connection to the GIP Pix server and solely for the purpose of using the services and enabling the customer to exploit the results provided.

Any use that is not expressly authorised by GIP Pix herein shall be deemed illicit, pursuant to the provisions of Article L122-6 of the French Intellectual Property Code.

In particular, it is forbidden for the customer to:

  • represent, disseminate or distribute the services and documentation, or to publish them on a network, whether in return for payment or free of charge;
  • use the services and documentation, in any way or form whatsoever, for the purpose of designing, producing, disseminating or marketing similar, equivalent or substitute services, or any similar, equivalent or substitute documentation;
  • adapt, modify, transform, or rearrange the Pix Orga platform and documentation for any reason whatsoever, including correcting any potential errors;
  • directly or indirectly transcribe or translate into other languages any of the services and documentation.

Article 16 Guarantees

Article 16.1 GIP Pix guarantee

GIP Pix guarantees that it has all the relevant rights required to grant the customer the right to use the services.

Moreover, the customer is hereby informed that the services are provided ‘as is’ by GIP Pix, with no other express or tacit guarantees.

Article 16.2 Customer guarantee

The customer gives GIP Pix the guarantee that it possesses all the rights attached to his own data.

In addition, the customer shall be responsible for checking that its data and those of its users are legally compliant.

The customer guarantees GIP Pix against any proceedings, claims, demands or opposition brought by any person claiming to have any right whatsoever as regards the customer’s data and which may have been infringed upon by the performance of this contract.

In this case, any compensation and expenses of any kind paid by GIP Pix to ensure its defence, including legal consultancy fees, as well as any damages and interest that GIP Pix may be ordered to pay, shall be paid in full by the customer.

Article 17 Sales references

GIP Pix may mention the customer’s name as a sales reference, in accordance with normal business practice. In addition, the customer gives GIP Pix the express authorisation to use its logos and/or trademarks on GIP Pix’s communication tools (presentation materials, etc.) for the purpose of promoting GIP Pix’s services, which are the subject of these General Terms and Conditions.

Article 18 Confidentiality

Within the framework of these General Terms and Conditions, GIP Pix’s services are deemed to be confidential; this notably includes its functionalities, computer applications, data model, graphic interface, documentation, as well as the ideas, principles, expertise and method on which the services are based, the data organisation, navigation and any other element included in the services, which are hereinafter referred to as ‘confidential information’. Confidential information does not include any elements made available in open source or any elements that are classed as ‘open data’.

The customer shall ensure that the confidential information:

  • is protected and kept strictly confidential;
  • is processed with the same degree of protection as the customer’s own confidential information of similar importance;
  • is not disclosed, or likely to be disclosed to any third party, whether directly or indirectly;
  • is only disclosed internally to members of the customer’s staff who need to know the content of the information;
  • is solely used for the purpose defined in the preamble to this agreement and exclusively for the performance of this contract and is never used for the purpose of creating a similar or competing service;
  • is not copied, reproduced or duplicated in whole or in part.
  • In addition, the customer undertakes the following:
  • the customer shall not violate intellectual property law in any way whatsoever;
  • the customer shall retain the copyright and other proprietary notices on the various items and documents communicated, whether they be originals or copies.

For its part, GIP Pix undertakes to respect the confidentiality of the customer’s data according to the conditions set out in this contract.

Article 19 Resolution-Termination

Notwithstanding Article 1225 of the French Civil Code, in the event of a serious failure by the customer to carry out its obligations as stipulated herein and which is not remedied within eight (8) days of the customer being notified of the failure by registered letter with acknowledgement of receipt, GIP Pix may automatically terminate the contract without prejudice to any damages it may claim within the framework of these terms and conditions, and it shall be entitled to suspend the performance of its obligations in accordance with the terms of this contract.

Article 20 Force majeure

Initially, cases of force majeure shall suspend the performance of the contract.

In the event the case of force majeure lasts for more than two months, this contract shall be automatically terminated, unless otherwise agreed by the parties.

The principle of force majeure or fortuitous events shall expressly apply to events generally considered as such by the jurisprudence of French courts and tribunals.

Article 21 Sincerity

The parties declare that these undertakings are sincere.

As such, they assert that, to their knowledge, they are not in possession of any information that may have altered the other party’s agreement, if it had been disclosed.

Article 22 Survival

Clauses declared as surviving after the end of the contract – irrespective of the terms of termination, such as expiry or breach of contract – shall continue to apply until the term of their specific purpose expires. This notably applies to the liability, ownership and confidentiality clauses.

Article 23 Titles

In the event of interpretation difficulties resulting from a potential contradiction between any of the titles mentioned at the head of the clauses and any of the clauses, the titles shall be declared null and void.

Article 24 Invalidity

If one or more stipulations in the contract are held to be invalid or declared as such pursuant to the application a law or a regulation, or following the final ruling by a competent court, the other stipulations shall retain their full force and scope.

Article 25 Waiver

The fact that GIP Pix does not make a claim concerning the customer’s failure to carry out one of its obligations as set out herein cannot not be interpreted in the future as exempting the customer from the obligation in question.

Article 26 Entirety

These General Terms and Conditions, along with the documents mentioned in the Article ‘Documents’ above, express the entirety of the parties’ obligations.

Article 27 Conciliation

In the event of any difficulties and before any legal proceedings, the parties shall implement a conciliation procedure.

The parties undertake to meet at the initiative of the most diligent party, within eight days of receipt of the letter requesting a conciliation meeting.

The agenda shall be set by the party that took the conciliation initiative.

The decisions taken shall have contractual value, if they are taken by mutual agreement.

This clause is legally independent of this contract. It shall continue to apply despite the possible nullity, termination, cancellation or annulment of these contractual relations.

Article 28 Language

The General Terms and Conditions are drafted in English.

Article 29 Applicable law and jurisdiction

These General Terms and Conditions and all the contractual documents are governed by French law and are subject to French jurisdiction.

This applies to the rules of substance and rules of form, whatever the location in which the substantive or ancillary obligations are performed.

Article 30 Convention concerning proof

The information which is legally required, in application of professional rules and practices or of the state of the art, with a view to the conclusion of this contract, can be transmitted between the parties by electronic mail or accepted by means of a checkbox and internet logs. The hypertext links referred to herein and the content to which they refer have been read and accepted by the customer, who was able to print them and save them on a durable medium, they have contractual value and their proof can be reported by any means including by means of digital files and logs. The same applies to letters sent in application of the execution hereof. Each of the parties expressly accepts the use of this means in application of article 1356 of the French Civil Code.