Terms of Service | Akord

Last updated 18 February 2021

AKORD (hereinafter “AKORD”) is owned by ZERO KNOWLEDGE COLLECTIVE SAS a simplified joint stock company under French law, entered on the Paris Trade and Companies Register under number 893 172 429 and whose registered office is located at 59, rue de Ponthieu, Bureau 562, 75008 Paris.

AKORD publishes and offers by means of its website https://akord.com/ and application https://app.akord.com/ outsourced computer services in SaaS, which allow for the backup, transfer and collaborative sharing of digital data as well as the exchanging of messages in a secure manner, in particular through encryption mechanisms (hereinafter the “Services”).

The purpose of these General Terms and Conditions of Use and Service is to define the terms and conditions under which AKORD grants the Client, as defined hereinafter, the right to access and use the Services through the intermediary of the above-mentioned website (hereinafter the “General Terms and Conditions of Service” or “T&Cs”).

1. Definitions

Capitalised terms and expressions have the meaning given in the corresponding definition, whether in the singular or the plural:

Application (or Solution). Refers to the software, owned exclusively by AKORD and made available to the Client to allow it to store, transfer or share Data, as defined hereinafter, and to exchange messages.

Client(s). Refers to the natural or legal person that has created a User Account and subscribed to the Services. The term “Client” includes the Users connected to a specific Client, as defined hereinafter.

User Account. Refers to the account associated with a Client and that consists of a secure personal area that allows the Client to benefit from the functions of the Services, according to his/her/its subscription.

Subscription. Refers to the subscription to the Services subscribed to by the Client, for which the conditions may vary according to the package selected by the Client.

Documentation. Refers to the Contractual Documents drafted by AKORD and made available on the Website, describing the nature of the Services provided and the procedures applicable thereto.

Data (or Content). Refers to any type of files (pdf, jpg, mp3, mp4, mwa, sls, ppt), content, documents, data, Personal Data and information, of which the Client is the owner, that it provides, collects or processes in the context of its use of the Services and that may be visualised directly by means of the Services. The Data does not include the Application, any work derived from the Application or the information reflecting the access to or the use of the Services by or on behalf of the Client or any User.

Personal Data. Refers to personal data, as defined by article 4.1 of the General Data Protection Regulation 2016/679 of 27 April 2016 or “GDPR”.

Identifiers. Refers to the combination of a login and password that are specific to the Client, which are personal and confidential, and which allow him/her/it to prove his/her/its identity and to access the User Account and the Services. The login is constituted by the email address entered when the User Account is created.

Party / Parties. Refers individually to AKORD or the Client and collectively to both AKORD and the Client.

Backup Phrase. Refers to the unique sequence of twelve randomly generated words that is allocated to the Client when the User Account is created. It is the Client’s duty to keep this Backup Phrase in a secure place, under pain of losing access to the digital data stored by means of the Service.

Privacy policy. Refers to the privacy policy available on the Website, which governs the conditions under which Personal Data are processed by AKORD in its capacity as data controller.

Website. Refers to the AKORD website that is available at https://akord.com/ or any other URL that may be added or used as a substitute.

User (End User). Refers to any person that has been invited by the Client and that has a right to use the Services, even in part (mobile workstations, etc.), under the conditions stipulated in the T&Cs, i.e. any natural person that is an employee, agent, subcontractor, consultant, temporary worker, intern, IVB or fixed-term contractor of the Client. It is understood that the Client’s agents, consultants and subcontractors must not be competitors of AKORD and may access the Services solely for the Client’s needs.

2. Scope of application of the T&Cs

The T&Cs apply to the Website, to any version of or extension to the Website on any terminals and to all of the Services. In view of the possible developments to the Website and the Services, AKORD reserves the right to adapt or to modify the T&Cs at any time.

The T&Cs can be read and downloaded by the Client from the Website at any time. Any access to the Website and any use of the Services, regardless of the technical means of access and the terminals used, implies the full and entire acceptance of the T&Cs, with no restriction or reservations, in the version applicable on the day of the creation of the User Account and/or the subscribing to a Subscription.

It is the Client’s responsibility to read the T&Cs and to accept them and to inform the Users of the content of the T&Cs and all the documentation.

The T&Cs may be supplemented by special terms and conditions included in documents that may take different forms (hereinafter the “Agreement”). In the event of a contradiction between one and/or several provisions stipulated in one of the documents listed above, the higher ranking document shall prevail.

The T&Cs apply to the exclusion of any other document. It is expressly stipulated that the Client’s general terms and conditions of purchase or any similar document that is generally used by the Client shall not apply.

3. Power and capacity

When the Client is a private individual, he/she warrants that they are an adult natural person with the full legal capacity to agree to the T&Cs.

When the Client is a natural person that wishes to subscribe to the Service in a professional capacity on his/her own behalf or on behalf of a legal entity, he/she warrants that he/she has the necessary powers to validly commit or make undertakings on behalf of said legal entity.

4. Description of the application and services

The Application consists of standard software, provided as it exists, in Software as a Service mode that is intended to be provided to as many users as possible, by means of the Website.

The Services provided make it possible, from a simple Internet connection, in particular to:

create virtual spaces that can be used to store Data online and to share such (virtual data room);
invite colleagues to participate in these spaces and to manage their rights over the Data;
share the Data with in-house or external colleagues;
consult the shared Data;
comment on the Data and to track changes made to the Data;
be notified if any modifications are made to the Data;
exchange messages.

The scope of the Services provided to the Client depends on the existence and the scope of the Subscription subscribed to by the Client and the authorisations given to the Users. The offer of the Services is valid for as long as it is visible on the Website. AKORD reserves the right to modify, at any time, at its sole initiative, without prior warning, the content and the nature of the Services, including the removal of all or part of the Service offering.

5. Access to the services

5.1 User Account

To access the Services, the Client must hold a User Account. The Services are accessed by means of an authentication process composed of an Identifier, by means of a connection to the Internet network. The use of the Identifier is considered as proof that the Services are being used by the Client.

The Client bears sole liability for the information provided in relation with the User Account and the Services. Provided that the address provided by the Client is valid, the Client shall receive an email to confirm the creation of his/her/its User Account. The Client undertakes to inform AKORD of any change with regard to the information provided (by email or by means of the User Account) and shall be liable in the event of any malfunction due to erroneous information.

In any event, the Client must ensure that the information provided are kept secure and confidential at all times. The Client undertakes to ensure that the Identifier and Backup Phrase are kept confidential. To ensure a high level of protection for the information stored on the User Account, the Client undertakes to regularly change the password. The Client must disconnect by means of the link provided for this purpose at the end of each use of the User Account. Under no circumstances may AKORD be held liable for any misuse or fraudulent use of the Identifiers.

In the event of the misappropriation of its Identifier, the Client must immediately inform AKORD at the following address:
59, rue de Ponthieu, Bureau 562, 75008 Paris, to permit it to suspend access to the User Account in question.

5.2 Technical prerequisites

AKORD recalls that the Client must meet AKORD’s technical prerequisites and in particular have an appropriate Internet network. The Client bears the cost of the telecommunications used to access the Services and any other costs related to the connection to the Internet. The Client is solely liable for its choice of network and AKORD does not offer any warranty regarding said network. Access and use is at the Client’s sole risk and peril. Due to the constraints of the Internet network, AKORD cannot guarantee the uninterrupted operation of the Website and the Services free of any error. The Client represents that it is has good knowledge of the Internet network, its characteristics and limitations, and that he/she/it releases AKORD of any liability in this regard. The Client shall be responsible for the physical and logical security of the individual terminals used to access the Services.

AKORD hereby excludes any liability for any damage in relation to an interruption or temporary or definitive impossibility to access the Website and/or the Services due in particular to a malfunction or a saturation of the networks, breakdowns or technical problems affecting the hardware, programs and software or the Internet network.

5.3 Availability of the services

AKORD undertakes that the Services shall be accessible 24 hours a day and 7 days a week. Due to the technical risks that are inherent to the use of the Internet network, as recalled above, AKORD excludes any liability in the event of any slowing or unavailability of the Services. Furthermore, AKORD reserves the right to suspend access to the Services, in full or in part, in order to carry out maintenance operations or upgrades to the Services in particular. When possible, in particular in the event of the scheduling of a maintenance operation, AKORD shall inform the Client in advance by any available means. In the context of its obligation of means, AKORD shall make its best efforts to reduce the unavailability of Services to a minimum.

5.4 Security measures

AKORD undertakes to implement the appropriate technical resources to ensure the security, confidentiality and integrity of the Data stored and shared using its Services, in order to guarantee their availability, confidentiality and integrity. AKORD implements technical and organisational measures to prevent any fraudulent use of or access to the Data and to warn the Client of any losses, alterations or destruction of Data. The Client remains liable for the protection and backing up of the Data recorded.

During the creation of its User Account, AKORD submits a Backup Phrase to the Client to allow it to recover the Data. The Backup Phrase is only provided on one occasion and is not retained by AKORD. The Client is therefore solely liable for keeping the Backup Phrase in a secure place. The Client is informed and accepts that the loss of the Backup Phrase may entail the loss of its Data.

6. Subscription to the services

6.1 subscribing to a subscription

The Client subscribes to a subscription to the Services from his/her/its User Account. The conclusion of a Subscription by the Client implies the full and entire acceptance of the T&Cs, the Documentation regarding the Services in question and the applicable pricing conditions for the selected package.

Before confirming his/her/its Subscription, the Client has the possibility to verify the specifications of the selected Subscription, the price and may, where applicable, modify all or part of his/her/its order.

Any order is deemed to have been placed on the day on which it is received by AKORD. Any order is final and may not therefore be subject to a cancellation and reimbursement.

Orders can be placed solely by electronic means pursuant to articles 1366 et seq. of the French Civil Code (Code Civil) that acknowledge that an electronic signature has the same legal force as an agreement on a paper medium. The contractual documents are archived on a reliable and durable medium that may be produced as proof.

AKORD reserves the right to refuse any subscription on the part of a Client in the event of a dispute regarding outstanding amounts or any breach of the T&Cs involving the Client.

6.2 Confirmation of a subscription

AKORD automatically sends the Client an acknowledgement of receipt and confirmation of his/her/its Subscription, which provides details of the Client’s order, the amount and the terms and conditions of the Subscription, with a reference in particular to the T&Cs.

6.3 Subscription period

The Subscription, and the resulting rights and obligations, enter into force from the date of activation and remain in force for the duration indicated in the confirmation email for the Subscription. After this initial Subscription period, the Subscription shall be renewed by tacit renewal for contractual periods of an equivalent term to the initial Subscription period, unless it is terminated by either of the Parties by notice sent no later than five (5) days before the expiry date of the current Subscription period, by any of the following means: (i) by means of the specific interface on the User Account or (ii) by means of an email to: support@akord.com. At the end of the Subscription, the provisions of ARTICLE 20 shall apply and the Client shall have no further access to the Services included in the Subscription.

7. Financial conditions

7.1 Price

The different Subscription packages are described on the Website. The Subscription fee depends on the terms and conditions of use, the number of Users, the functions and the storage space.

The prices are expressed in euros including taxes. The applicable fee is that in force on the Subscription date.

In the event of an increase in the storage space or the number of Users, AKORD reserves the right to revise the Subscription fee, based on the fee schedule applicable at the time.

In the event of the renewal of the Subscription, AKORD may revise the Subscription fee. In such an event, AKORD undertakes to inform the Client at least thirty (30) calendar days before the expiry date of the Subscription, thereby leaving the Client the possibility of cancelling the Subscription, under the conditions stipulated above.

7.2 Terms and conditions of billing and payment

Each invoice shall be sent to the Client by email to the email address used in connection with the User Account in question. The invoices issued are also available on the User Account.

Invoices are payable net, without any discount.

Payments are to be made monthly or annually depending on the chosen Subscription, as indicated when the Services are ordered.

Payments are made by the Client by bank card, by direct debit (on the Website), or by bank transfer to the benefit of AKORD, on the date of the order or on the periodic due date set during the order, by means of the service provider, Stripe. The Client is duly informed that the payment of orders or Subscriptions is subject to the express and full acceptance of Stripe's terms and conditions https://stripe.com/en-gb-fr/le...

The Client warrants to AKORD that he/she/it holds all the authorisations required to use the payment method chosen. When the order and payment are made by an employee in the name of and on behalf of the Client, the employee in question warrants that he/she has the capacity to make a financial commitment on behalf of the legal entity for which they are acting. In any event, the entity in question guarantees the fulfilment of the commitments made by its employees on the Website with regard to the Services.

7.3 Payment fault - interest for late-payment

If payment is not made on the agreed date, the CLIENT shall automatically owe interest on arrears at the rate applied by the European Central Bank to its most refinancing transactions plus ten percentage points (10%). AKORD may suspend access to the Services pending payment, without this suspension being considered as termination and without prejudice to the continued application of interest on arrears.

Furthermore, the Client in a position of late payment shall automatically owe AKORD, forty euros (€40) as fixed compensation for recovery costs. If the recovery fees incurred are higher than this fixed compensation, AKORD may ask for additional compensation, with justification. Furthermore, if AKORD takes any action to recover an amount not paid on the due date, the Client shall pay or reimburse the costs of this recovery (including legal fees, court costs).

If the Client fails to pay an invoice when it falls due, AKORD may demand the payment of all invoices due and forthcoming invoices until the end of the Subscription.

8. Undertakings and guarantees of the client

In a general manner, the Client undertakes to comply with the T&Cs, the instructions regarding access to and the use of the Services, in particular the Documentation, and all the laws and regulations in force. The Client guarantees that its duly authorised Users shall comply with the terms of the Agreement.

The use of the Services, and in particular the storage of the Data, is carried out under the Client’s sole liability. The Client is therefore solely liable for assessing, interpreting and ensuring the compliance of the end use of the Services in compliance with the laws and regulations in force.

The Client undertakes and guarantees with regard to the authorised Users that these Data:

adhere to the regulations in force, in particular with regard to third party rights, intellectual property rights (copyright, patents on inventions, databases, brands, etc.), personality rights, and the applicable regulations with regard to protecting Personal Data;
are licit and/or are not contrary to public order or good morals;
are not contrary to human dignity (inciting discrimination or racial hatred; of an offensive, defamatory or racist nature; images, videos or content of a pornographic or paedophilic nature, etc.);
do not contain any virus or programs that destroy data or that may in particular disrupt the operation of the Services or cause any harm to other Users.

The Client guarantees AKORD that it holds all the rights, in particular intellectual property, or authorisations necessary to allow it to use the Data by means of the Services. The Client shall, at first request, hold AKORD harmless against any prejudice that may result from any accusation by a third party for breach of this guarantee.

The Client undertakes to compensate AKORD for any claim, action or complaint by a third party and any trouble that may hinder the peaceful enjoyment of the rights and in particular any action, claim, complaint or opposition on the part of any person invoking an intellectual and/or industrial property right and/or an act of unfair competition and/or parasitism resulting from the use of the Website and or the Services or a breach of the T&Cs.

The Client undertakes to compensate and defend AKORD, and to relieve AKORD of any liability in the event of legal or out of court action in this regard (including any fees resulting from said legal or out of court action such as in particular court costs, and the fees for any mediation and/or lawyers) or in the event of a claim or request for compensation from a third party, due to the use of the Services by the Client.

Furthermore, the Client undertakes to:

refrain from using the Services to send any computer virus, Trojan horse, spam or malware;
moderate any online discussions spaces;
obtain any legal, regulatory or administrative authorisations required to use the Application and the Services;
strictly comply with all laws and regulations regarding exportation applicable in France, in Europe and in the United States of America.

The Client undertakes to promptly report to AKORD any difficulty encountered in the end use of the Services.

AKORD may not be held liable, in any manner, for any failure, faults or bugs caused by any breach of the Client’s obligations.

Furthermore, AKORD reserves the possibility, at its sole discretion, with or without notice, in particular in the event of the breach of any of the obligations provided for by the T&Cs, to suspend access to the Website and the Services for any Client or User, or to delete or suspend, in a temporary or definitive manner, the access to the User Account, responsible for said breach. The interruption or suspension shall not give the right to any compensation from AKORD. In the event of termination, the Client undertakes to settle the invoices due and those that remain until the end of the Subscription.

9. Intellectual property

9.1 Intellectual property of Akord over the content of the website

The content that is available on the Website (text, images, diagrams, drawings, photographs, etc.), the structure and the software implemented for the operation of the Website are the exclusive property of AKORD. Any representation or reproduction, in whole or in part, translation, adaptation or arrangement made without the consent of AKORD constitutes infringement. The related rights are reserved for all countries and for the duration of the intellectual property rights. Any use covered by the aforementioned rights may only take place with the express, written and prior authorisation of AKORD, by submitting a written request by email to the following address: support@akord.com.

9.2 The right to use the application

For the purposes of using the Services, AKORD grants to the Client a non-exclusive, non-transferable and non-assignable right to access and use the Application, in SaaS mode, under the limits stipulated in the Agreement (in particular with regard to the number of Users and the storage space included in the Subscription) and without any right to sub-license.

The Client undertakes to only use the Application and the Services for its own use and as an end user, with the exclusion of any commercial purposes. The Client may allow Users to access and use the Application and the Services, under the sole and exclusive liability of the Client and exclusively for the Client’s requirements. The Client is liable for any use of the Application and the Services by the Users that does not comply with the provisions of the Agreement.

Therefore, the Client undertakes to refrain from:

copying or reproducing, distributing, modifying or adapting the Application in whole or in part, by any means and in any form;
translating or transcribing the Application in any other language or adding to it any object that does not comply with its specification;
decompiling or reverse engineering the code of the Application, beyond that which is permitted by law;
distributing, marketing, licensing, assigning or transferring, in any manner, with or without consideration, the Application or the Services or a similar application or services to those provided by AKORD;
authorising access to and the use of the Application or the Services by any person other than the Users or attempting to access the Application or the Services in any unauthorised manner;
granting any right and constituting any guarantee, security or privilege of any kind over the Application or the Services to the benefit of any third party;
integrating the Application into any other computer or digital works or into any products;
introducing into the Application or the Services any computer virus, Trojan horse or any other malware designed to hinder, falsify, interrupt, destroy or limit the normal operation of the functions of the Application or the Services or in a general manner any software, computer, server or electronic communications tool.

AKORD is and remains the holder of all of the intellectual property rights over the Application, the Services, the brands held by AKORD, and more generally over all documents of all kinds communicated by AKORD in the context of the Agreement.

The provisions of the Agreement may not be interpreted as granting any intellectual property rights to the benefit of the Client. The Client undertakes to respect all of AKORD’s intellectual property rights and, where applicable, to include the legal notices regarding property or the property claimed by AKORD. The Client guarantees that its Users shall respect AKORD’s intellectual property rights. Any breach of the provisions of this article may lead to the automatic termination of the Agreement by AKORD, with the consequences set out below.

The Client shall immediately inform AKORD of any reproduction, imitation or other infringement of the Services of which it may be aware.

10. Warranty of quiet possession

AKORD represents and warrants that the Application is not likely to infringe the rights of any third parties.

AKORD therefore undertakes to defend, at its own cost, the Client against any legal action taken against the latter on the grounds of the use of the Services by the Client due to any breach of third party copyright, provided that:

Firstly, the Client promptly informs AKORD in writing of any action taken; and
Secondly, the Client collaborates faithfully with the defense by cooperating with AKORD, and by providing any documents, information and assistance required to successfully conduct such defense.

The Client assigns to AKORD control of the defense and/or any action to reach an out-of-court settlement.

In the event that a prohibition of the end use of the Services is declared as a result of action for infringement or due to the settlement signed with the claimant for infringement, AKORD shall strive at its discretion and cost:

To obtain the right for the Client to continue its use; or
To replace the version of the Application and the functions of the Services with an equivalent that is not subject to infringement; or
To modify the implementation of the Application and the Services at fault to avoid any infringement.

These provisions defined the limits of liability for AKORD with regard to infringement due to the end use of the Services.

11. The client’s data

The Client is and remains the owner of the Data it uses or shares by means of the Services.

The Client is solely responsible for the Data and the decryption thereof. The Client is solely liable for the quality, the lawfulness and the pertinence of the Data that it transmits for the purpose of using the Services. AKORD excludes any liability with regard to the Data processed by the Client by means of the Services.

12. Liability

The Services provided through the Website are provided in their current condition, “as it is”. AKORD undertakes, in accordance with its obligation of means, to provide access to the Services, according to best practices and professional standards, to the exclusion of any guarantee (only to the extent permitted by law). AKORD does not guarantee that the Services shall meet the Client’s needs, which only the latter is able to assess.

The Client acknowledges that it has studied the available Documentation and has assessed and personally verified the extent to which the Services meet its needs and that it has taken all useful precautions for the operation and implementation of the Services provided. The Client undertakes to take all appropriate precautions in the use of the Website and Services with regard to the qualification and competency of its personnel.

AKORD shall not be liable for any malfunctions caused by the poor or inappropriate use of the Services by the Client, any use contrary to the recommendations of AKORD or under conditions not foreseen by AKORD or that do not comply with the Documentation, or any use by an unauthorised person. AKORD excludes any liability when any failing or malfunction of the Services is due to a cause beyond its control (in particular in the event of failures or problems encountered with the Internet network) or a fault in the systems or installation on which the latter are used. In such an event, AKORD shall not in any event be bound to repair any direct or indirect damage, even if AKORD was informed of such damage.

The Client may seek to impute AKORD’s liability if the Client can provide evidence of wrongdoing that is directly attributable to AKORD. AKORD may exonerate all or part of its liability by providing evidence that the non-execution or defective execution of its obligations is due either to the Client or an occurrence of force majeure. AKORD’s total liability, for all damages and claims combined for the full term of the Agreement, is limited to an amount that cannot, in any event, be greater than all of the payments received by AKORD under the terms of the Agreement over the twelve (12) months preceding the date on which the loss occurred. The Client must make its best efforts to minimise the damages, in its best interest and that of AKORD. No claim for liability may be made after a period of two (2) years after the occurrence of the instigating fact.

In no event may AKORD be held liable by the Client, for any reason, for any indirect losses of any kind, for any loss of data, loss of opportunity, loss of operation, loss of profit or harm to image or any other financial losses that may originate or result from this agreement, even if AKORD was warned of the possibility of such loss or damage.

As AKORD is unable to assess any potential loss by the Client, the latter acknowledges that only it is able to foresee and calculate the prejudice that it may suffer in the event of an occurrence in the context of the Agreement and that the terms and conditions (in particular the financial terms) of the Agreement were determined in view of the limitations of AKORD’s liability. The Client therefore acknowledges and accepts that it is its duty to take out insurance against any risks that it deems appropriate with regard to its specific position and the terms of the Agreement.

The Client acknowledges that the clauses of this article constitute an essential and determining condition of the Agreement, without which it would not have been reached.

13. Confidentiality

The Parties undertake to maintain the confidential nature of any document and any information of any kind, be it economical, technical, commercial, etc., in relation to the other Party, its products or its activities, to which it may have access during the provision of the Services and that have not entered the public domain, without prior and express authorisation from the other Party.

14. Processing of personal data

In the context of the Agreement, the Parties both undertake to comply with the regulations in force regarding protecting personal data, in particular the General Data Protection Regulation of 27 April, 2016 (hereafter the “GDPR”) and the French Data Protection Act—Law No. 78-17 of 6 January 1978 regarding computing, files and civil liberties as amended (hereafter the “French Data Protection Act”).

14.1 AKORD’s obligations as data controller

It is recalled that in its capacity as data controller, AKORD carries out the automated or non-automated processing of the Client’s Personal Data or that of any relevant natural person, with regard in particular to operations required for the management of Clients and carrying out marketing operations. The Client is invited to refer to the Privacy policy, which is available at https://akord.com/privacy-policy, which governs the conditions under which the Clients’ Personal Data are collected and processed by AKORD, in its capacity as data controller, pursuant to the aforementioned regulation.

14.2 AKORD’s obligations as data processor

14.2.1 Scope

The purpose of this article is to define the conditions under which AKORD undertakes, as a data processor, to carry out on the Client’s behalf, acting as data controller, the Personal Data processing operations defined below.

14.2.2 Description of the processing being subcontracted out

AKORD is authorized to process on behalf of the Client, the necessary Personal Data for providing the Services, it being specified that:

the nature and purpose of the processing are: Data hosting, Data access, Data sharing and the sending of messages. If the Client requests AKORD to implement processing for other purposes, the Client must specify such request in writing;
the categories of data subjects are Clients, including Users;
provided that the strictly necessary Personal Data for the provision of Services by AKORD, the Personal Data processed are: e-mail address.

14.2.3 AKORD's obligations with respect to the controller

AKORD shall undertake to:

process Personal Data solely for the purpose(s) subject to the sub-contracting;
process Personal Data in accordance with the description of the Services. Where AKORD considers that an instruction infringes the RGPD or of any other provision of the law of the Union or of the law of Member States bearing on Data protection, it shall immediately inform the Client. A written and documented refusal on the part of AKORD shall not entitle the Client to terminate the Agreement, except for the latter to incur liability towards AKORD. Moreover, where AKORD is obliged to transfer Personal Data to a third country or an international organisation, under Union law or Member State law which it is subject, it shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
guarantee the confidentiality and security of Personal Data processed hereunder;
ensure that the persons authorized to process the Personal Data hereunder:
- are only persons whose functions require access to Personal Data for the strict performance of the tasks entrusted. AKORD shall undertake to take or adapt any internal measures in terms of internal organization or technical to limit any disclosure of Personal Data to third parties;
- have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
- receive the appropriate personal data training. AKORD undertakes to implement all necessary provisions in order to ensure compliance with the above rules by its employees;
take into consideration, in terms of its tools, products, applications or services, the principles of data protection by design and by default

14.2.4 Sub-contracting

AKORD may engage another processor (hereinafter the "Sub-processor") to conduct specific processing activities. In this case, AKORD shall inform the Client, in writing beforehand, of any intended changes concerning the addition or replacement of other processors. This information must clearly indicate which processing activities are being subcontracted out, the name and contact details of the sub-processor and the dates of the subcontract. The Client has a minimum timeframe of fifteen (15) days from the date on which it receives said information to object thereto. Such sub-contracting is only possible where the Client has not objected thereto within the agreed timeframe.

The Sub-processor is obliged to comply with the obligations hereunder on behalf of and on instructions from the Client. It is AKORD’s responsibility to ensure that the Sub-processor provides the same sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing meets the requirements of the GDPR. Where the Sub-processor fails to fulfil its data protection obligations, AKORD remains fully liable with regard to the Client for the Sub-processor's performance of its obligations.

Personal Data are stored and processed by a Data host Sub-contracted by AKORD, Amazon Web Services, on servers located exclusively on the territory of the European Union and are not subject to any transfer outside the European Union without the prior written consent of the Client, except in application of a decision on adequacy of the European Union which allows a processing provider to export Personal Data without specific authorization. The Client shall ask AKORD for the security measures put in place by the hosting company.

14.2.5 Data subjects' right to information

It is AKORD’s responsibility to inform the data subjects concerned by the processing operations at the time data are being collected.

14.2.6 Exercise of data subjects' rights

AKORD shall assist the Client, insofar as this is possible, for the fulfilment of its obligation to respond to requests for exercising the data subject's rights: right of access, to rectification, erasure and to object, right to restriction of processing, right to data portability, right not to be subject to an automated individual decision (including profiling).

Where the data subjects submit requests to AKORD to exercise their rights, AKORD must send these requests upon reception by e-mail to the e-mail address communicated by the Client.

14.2.7 Notification of personal data breaches

AKORD shall notify the Client of any Personal Data breach not later than forty-eight (48) hours after having become aware of it and via email. Said notification shall be sent along with any necessary documentation to enable the Client, where necessary, to notify this breach to the competent supervisory authority.

14.2.8 Assistance lent by the processor to the controller regarding compliance with its obligations

AKORD assists the Client in carrying out data protection impact assessments, where required. AKORD assists the Client with regard to prior consultation of the supervisory authority.

14.2.9 Fate of data

At the end of the service bearing on the processing of such data, AKORD undertakes to return and destroy all Personal Data to the Client.

14.2.10 Data protection officer

AKORD communicates to the Client the name and contact details of its data protection officer, if it has designated one in accordance with Article 37 of the GDPR.

14.2.11 Record of categories of processing activities

AKORD states that it maintains a written record of all categories of processing activities carried out on behalf of the Client.

14.2.12 Documentation

AKORD provides the Client with the necessary documentation for demonstrating compliance with all of its obligations and for allowing the controller or any other auditor it has authorised to conduct audits, including inspections, and for contributing to such audits.

14.2.13 Controller's obligations with respect to the processor

The Client undertakes to:

provide AKORD with the necessary Personal Data for the execution of its mission as a sub-contractor;
document, in writing, any instruction bearing on the processing of data by AKORD;
ensure, before and throughout the processing, compliance with the obligations set out in the GDPR on AKORD's part;
supervise the processing, including by conducting audits and inspections with AKORD.

15. Subcontracting

The Client grants AKORD the right to subcontract all or part of the Services to one or several third parties, provided that these third parties have the necessary expertise and skills and are subject to the same obligations as AKORD, particularly with regard to data privacy and confidentiality of the Data.

16. Insurance

The Parties guarantee that they have taken out and keep in effect the necessary insurance policies to cover the risks in relation their respective activity.

17. Hardship

Pursuant to the provisions of article 1195 of the French Civil Code, AKORD represents that it does not accept to assume the risk that performance of the Agreement may become excessively onerous, particularly due to an increase in the cost of hosting the Application and the Data invoiced by its subcontractor. Any increase of more than fifty percent (50%) of the cost of this service shall be deemed to constitute an unforeseeable economic situation that makes the provision of the Services excessively onerous for AKORD. In such an event, AKORD shall inform the Client and the Parties undertake to renegotiate in good faith. In the event that the renegotiation is unsuccessful after a period of thirty (30) calendar days, AKORD may notify the Client of the termination of the Agreement, without any compensation for the Parties.

18. Force majeure

The Parties may not be held liable for any failure to perform the obligations provided for in the Agreement if this failure is due to an occurrence of force majeure, it being understood that both of the Parties undertake to limit the negative consequences for the other Party to the greatest extent possible. It is specified that only events that are actions, legal positions, or facts, including any unforeseeable circumstances that are beyond the Parties’ control and that make it impossible to perform any of the aforementioned obligations shall be considered as acts of god or force majeure.

To benefit from the exemption due to force majeure, the Party that suffers the effects must, where possible, notify the other Party within no more than five (5) business days from the occurrence of the event, by certified mail with return receipt requested. In the event of an occurrence of force majeure, the performance schedule shall be extended by a period at least equivalent to the delay incurred. However, the Parties undertake to take any action necessary to minimize the delay. The Parties shall consult to determine any provisions that may be taken to reduce the consequences and the duration of the occurrence of an event of force majeure. In the event that the duration of the occurrence of force majeure is greater than thirty (30) calendar days, either Party may terminate the Agreement after serving notice to the other Party by certified mail with return receipt requested.

19. Termination

19.1 Termination at the initiative of akord

AKORD reserves the right to terminate the Subscription unilaterally and automatically, without prejudice to other rights and damages that it may claim, in the following cases:

non-payment by the Client of remuneration due under the terms of the Agreement, at each contractual due date, after a warning sent to the Client by certified mail with return receipt requested that remains without effect after fifteen (15) calendar days;
infringement of the intellectual property rights held by AKORD;
any other reason that jeopardizes AKORD or the quality of the Services

19.2 Termination for breach

In the event that one of the Parties breaches its obligations under the terms of the Agreement, the other Party may put the Party in breach under notice to perform its obligations, by certified mail with return receipt requested. Failing performance in a deadline of thirty (30) days from the date of receipt of the notice to perform, the suffering Party may terminate the Agreement ipso jure at any time. The exercising of the rights granted by this article is without prejudice to any other damages and interest that the injured Party may claim, or any other remedy that may be sought by the latter.

20. Consequences at the end of contractual relations

The end of the Subscription shall entail the end of the Services covered by the Subscription on the last day of the Subscription period paid for.

At the end of the Subscription, regardless of the cause, the Client undertakes to pay AKORD all of the outstanding amounts under the terms of the Agreement, without prejudice to any right to claim interest and damages under the applicable laws and rules or the Agreement, in particular in the event of breaches on the part of the Client. The Client cannot claim any reimbursement of any amounts that it may have already paid to AKORD with regard to the Services.

At the end of the Subscription, regardless of the cause, the Client shall not have access to the Services to which he/she/it was previously subscribed in the context of the Subscription. Thirty (30) calendar days after the effective date of the end of the Subscription, the Data stored and shared shall be deleted by AKORD in a definitive and irrevocable manner. AKORD shall not provide any reversibility for the Data. The Client therefore undertakes to recover all of its Data in the aforementioned period.

All of the provisions of the T&Cs that, due to their nature, are intended to continue beyond the expiry of the T&Cs shall continue to take effect beyond this expiry, regardless of the cause (including and without this list being limited, the articles related to confidentiality, liability, Personal Data).

21. Commercial reference

The Client accepts that AKORD may use the CLIENT as a reference and use its logo, in accordance with the CLIENT’s graphic style guide, in its commercial propositions, its marketing documents and on the Website.

22. Assignment – transfer of the agreement

AKORD may assign, contribute or transfer the Agreement, in whole or in part, in any manner, under any form and for any reason, including in the form of succession, assignment, an offer for lease management, contribution to a company, merger, universal transfer of assets, sale of securities or the direct or indirect change of control of AKORD. AKORD undertakes to inform the Client thereof by any means.

23. Agreement of proof

The acceptance of the T&Cs by electronic means between the Client and AKORD has the same legal value as an agreement on a paper medium. In a general manner, the Client acknowledges and accepts to communicate with AKORD in particular by email, for example in the context of information that may be sent during the performance of the T&Cs. Orders and invoices are archived on a reliable and durable medium that may be produced as proof.

24. Miscellaneous provisions

In the event that any clause of the T&Cs is declared null or void, said clause shall be considered not to have been written and may not entail the nullity of the T&Cs as a whole. In such an event, the Parties shall replace the invalid or void clause with a new clause that is as close as possible to the original intention of the Parties.

Should either of the Parties not react in response to any breach by the other Party of any of the obligations stipulated in the T&Cs, such inaction shall not be interpreted for the future as being a waiver of the right to require compliance with the obligation in question.

The titles given to the articles in the T&Cs are given with the sole aim of facilitating referencing and may not be used to impose an interpretation on these articles or assign a meaning. Therefore, in the event of any difficulties in the interpretation of any of the titles of any clause in the body of the T&Cs, these titles shall be declared not to exist.

25. Specific provisions applicable to a client who is a consumer

The term ‘consumer’ corresponds to the term as defined in the French Consumer Code (Code de la consommation).

Consumer Clients are informed and accept that the performance of the Services subscribed to under a Subscription starts before the end of the withdrawal period and, therefore, they may not exercise the right of withdrawal as provided for by article L. 221-18 of the French Consumer Code.

In the event of a dispute with regard to the Services in the context of a Subscription and with the aim of finding an amicable solution, a consumer client can contact AKORD customer services: support@akord.com. The claim must be detailed and clearly indicate the reasons for their dissatisfaction. After a claim has been filed, AKORD and the Client undertake to make their best efforts to resolve the dispute in an amicable manner. The Client may also withdraw their claim at any time, any withdrawal being definitive.

If no out-of-court settlement can be reached, the French courts shall have jurisdiction over any dispute.

26. Applicable law – place of jurisdiction

This Agreement is governed by and is to be interpreted according to French law.

Prior to taking any legal action, other than protective actions, the Parties agree to seek, in a reasonable lead-time, an out-of-court settlement to any dispute between them. In order to find a solution to any dispute that may occur during the performance of the Agreement, the Parties agree to meet within fifteen (15) days of the receipt of a certified mail with return receipt requested, sent by one of the Parties.

If a settlement cannot be reached within one (1) month from the occurrence, the Paris Court of Appeal shall alone be competent to rule on any difficulty regarding the validity, interpretation or performance of the Agreement, notwithstanding multiple respondents or a third-party claim, even for urgent proceedings or protective urgent or on-demand proceedings.