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Terms of Service – Business

Last updated 20 June 2022

These terms are specifically for businesses. If you are a consumer, please consult the Terms of Service – Consumer.

The website https://akord.com/ and applications https://app.akord.com/ and https://v2.akord.com/ are owned and operated by:

ZERO KNOWLEDGE COLLECTIVE SAS
Simplified joint stock company under French law with a registered capital of 1.000 €
Entered on the Paris Trade and Companies Register under number 893 172 429
Registered office: 59, rue de Ponthieu, Bureau 562, 75008 Paris
Email 
VAT number: FR66893172429

Hosting company: the ARWEAVE Blockchain (https://www.arweave.org/)
Managed by Minimum Spanning Technologies Limited acting under the Company number 10889544.
Registered office: International House, 24 Holborn Viaduct, London, EC1A 2BN, United Kingdom.

ZERO KNOWLEDGE COLLECTIVE SAS (hereinafter “ZKC” or “We” or “Us”) publishes and offers by means of its website https://akord.com/ and applications https://app.akord.com/ and https://v2.akord.com/, or any other URL that may be added or used as a substitute, outsourced computer services, which allow for the upload, transfer and collaborative sharing of data and transactions as well as the exchanging of messages in a secure manner, with end-to-end encryption of files organised into vaults and which provide for an access and storage on the blockchain through the Arweave network, for an unlimited period of time (hereinafter the “Akord Application”).

The purpose of these General Terms and Conditions of Service is to define the terms and conditions under which ZKC grants the User, acting as a professional, as defined hereinafter, the right to access and use the Akord Application and the Services (hereinafter the “General Terms and Conditions” or “T&Cs”).

By visiting the Akord Application, using any content, products or services provided to on, from, or through the Akord Application or by checking the corresponding box, You acknowledge that You have read, understood and agreed to be bound by all of the terms of the Agreement, as defined below. Capitalised terms and expressions have the meaning given in Appendix 1.

1. Scope of application of the T&Cs

The T&Cs apply to the Akord Application, to any version of or extension of the Akord Application on any terminals and for the Services.

It is the User’s responsibility to read the T&Cs. The T&Cs may be supplemented by special terms and conditions included in documents that may take different forms, notably the Privacy Policy available here https://akord.com/privacy-policy (hereinafter the “Agreement”). The T&Cs apply to the exclusion of any other document.

We reserve the right to modify the T&Cs and the Services at any time. These modifications will be brought to the Client's attention by any means two (2) months before the changes come into effect. In the event of substantial changes to these T&Cs or the nature of the Services provided through these T&Cs, a distinction must be made between the following situations:

  • Either the Client consents to said substantial changes or does not expressly refuse them, in which case they shall automatically come into effect on the date provided for in the notification;
  • Or the Client refuses the substantial amendments, in which case the Agreement shall be automatically terminated and without compensation upon entry into effect of the amended Agreement.

The T&Cs can be read and downloaded from the Akord Application at any time. The T&Cs are drafted in English. Any access to the Akord Application 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 reservation, in the version applicable on the day of the creation of the User Account and/or the purchase of Storage Space.

2. Power and capacity

When the User is a natural person acting 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.

3. Technical prerequisites for accessing the Akord Application and the Services

You must select, maintain and bear the cost for an appropriate Internet network in order to access the Akord Application and to use the Services. You represent that You have good knowledge of the Internet network, its characteristics and limitations, and You release ZKC of any liability in this regard.

Due to the constraints of the Internet network, We cannot guarantee the uninterrupted operation of the Akord Application and the Services free of any error. We hereby exclude any liability for any damage related to an interruption or temporary or definitive impossibility to access the Akord Application and/or the Services due to a malfunction or a saturation of the networks, breakdowns or technical problems affecting the Internet network or Your equipment.

4. Description of the Services

The Services, provided through the Akord Application, enable the User to:

  • create virtual spaces, through Public or Encrypted Vaults, to store Data online and to be shared as such (virtual data room);
  • encrypt the Data only for Encrypted Vaults. In addition to encryption in transit and encryption at rest, all exchanged Data on the Akord Application is end-to-end encrypted. In other words, everything is encrypted locally, before it ever leaves Your device. We use industry standard algorithms to perform all cryptographic operations. For performance, We use hybrid encryption, meaning that Data is encrypted using a unique symmetric key, and then that key is encrypted with the recipient's public key using asymmetric encryption. It also means that encrypted Data can be stored in the cloud once, and access to it can be managed at the key re-encryption level. Both the symmetric and asymmetric encryption We use apply authentication under the hood, so that Data integrity is always ensured and cannot be tampered with;
  • access to Storage Space, where the User can upload and store Data, once encrypted. The services provided in this regard by ZKC are limited to the access to the storage space on the Arweave network https://docs.akord.com/security/blockchain-and-authentication. The Arweave network is designed to store data for an undetermined period, but this cannot be guaranteed. The storage is therefore provided for as long as Arweave operates;
  • be provided with a Wallet, necessary to encrypt and decrypt Your Data;
  • invite other users to participate and to manage their rights over the Data;
  • share the Data between Users;
  • consult the shared Data;
  • comment on the Data and track changes made to the Data;
  • be notified if any modifications are made to the Data;
  • exchange messages.

Public Vaults are not encrypted and will be permanently stored on Arweave. Anyone could access this data at any time, so if there are any concerns about sharing the data publicly this should be stored within Encrypted Vaults.

5. Creation and Use of Your User Account

To access the Akord Application and the Services, You must register on the Akord Application and hold a User Account. The creation of a User Account is free of charge and leads to the creation of a Wallet, with a limited initial storage capacity. Additional Storage Space can be purchased through the User Account at the price applicable at the purchase date.

At the time of the creation of a User Account, You build Your Identifier by providing a valid email address and a password. The password is Your shortcut for accessing Your User Account and your Wallet.

We then provide You with a Backup Phrase to allow You to recover the Data.

The Backup Phrase is essentially the access control to your wallet. The backup phrase is only provided on one occasion and is not retained by us. You are therefore solely responsible for keeping your Backup Phrase in a safe and secure place. You understand and accept that the loss of the Backup Phrase may entail the loss of access to your Data.

Provided that Your email address is valid, You shall receive an email to confirm the creation of Your User Account. You undertake to inform us of any changes regarding 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.

The Services are accessed by means of an authentication process through the use of the Identifier, by means of a connection to the Internet network. The use of the Identifier is considered as proof of use of the Services by the User.

You are responsible to ensure that the Identifier and Backup Phrase are kept confidential. To ensure a high level of protection of the information stored in the User Account, You are responsible to regularly change the password. You 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 We be held liable for any misuse or fraudulent use of the Identifiers.

In the event of the misappropriation of Your Identifier, You must immediately inform us at the following address: 59, rue de Ponthieu, Bureau 562, 75008 Paris or by email to allow us to suspend access to Your User Account.

You are responsible for maintaining (i) the confidentiality of Your Identifier and Backup Phrase and (ii) the security of Your User account. You are fully responsible for all activities that occur under Your User Account, whether or not You authorized that activity, as well as your interaction with other users.

6. Paid Services – Purchase of Storage Space

The Storage Space can be purchased directly from the User Account. The purchase implies the full and entire acceptance of the T&Cs, the Documentation and the applicable pricing conditions.

Before confirming the purchase, the Client have the possibility to verify the offer selected, the price and may, where applicable, modify all or part of the order.

Any order is deemed to have been placed on the day on which it is received by ZKC. 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, as well as orders and invoices, are archived on a reliable and durable medium that may be produced as proof. They can always access the previous purchase through the User Account.

Storage Space cannot be refunded.

We reserve the right to refuse any purchase on behalf of a Client in the event of a dispute regarding outstanding amounts or any breach of the T&Cs involving the Client.

7. Financial conditions

7.1 Price

The prices for the Storage Space are described on the Akord Application and are expressed in euros and dollars excluding taxes. The Client is fully liable for the payment of any taxes, VAT, levies and duties of any kind whatsoever associated with the purchase. The prices of the Storage Space may vary at any time. The applicable price is that in force on the purchase date.

7.2 Payment

Each invoice is sent to the Client by email. The invoices issued are also available on the User Account. Invoices are payable net, without any discount.

Payments are to be made at the time of the purchase. Payments are made by the Client by bank card, by direct debit (on the Akord Application), by means of the service provider, Stripe. The Client is duly informed that the payment is subject to the understanding and full acceptance of Stripe's terms and conditions https://stripe.com/fr/ssa. The Client warrants to hold all the authorisations required to use the selected payment method. 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 he/she is acting. In any event, the entity in question guarantees the fulfilment of the commitments made by its employees.

In the event of a late payment, the Client is automatically liable to ZKC for a lump sum of €40 for collection costs. If the collection costs incurred are higher, ZKC may request additional compensation, upon justification.

8. Availability of the Akord Application and the Services

We implement appropriate technical measures to ensure the availability and security of the Akord Application. The Data uploaded through the Akord Application is encrypted – for more information https://docs.akord.com/ We undertake that the Akord Application shall be accessible 24 hours a day and 7 days a week.

Due to the technical risks that are inherent with the use of the Internet network, as recalled above, We exclude any liability in the event of any slowdown or unavailability of the Akord Application. Furthermore, We reserve the right to suspend access to the Akord Application, in full or in part, in order to carry out maintenance operations or upgrade the Akord Application in particular.

When possible, in particular in the event of a scheduling of a maintenance operation that might affect access to the Akord Application, We shall inform You in advance by any available means. In the context of Our obligation of means, We shall make our best efforts to reduce the unavailability of the Akord Application and the Services to a minimum.

Since the Data upload through the Akord Application are stored on the Arweave network, the availability of the Data is subject to the availability of the Arweave network, for which We exclude any liability.

9. Interaction with other Users

You are solely responsible for your interactions with other Users and We exclude any liability for the conduct of the Users through the Akord Application. In no event, shall We be liable (directly or indirectly) for any losses or damages, whatsoever, arising out of or relating to conduct of a User or anyone else in connection with the use of the Akord Application and the Services.

10. Data provided by the Users

You are and remain the owner of the Data You use or share by means of the Services.

ZKC undertakes to maintain the confidential nature of the Data through using the Akord Application and the Services, within the limits of the Arweave network.

You are solely responsible for the Data, their content and the decryption thereof. The User is informed that the Data will be stored on the Arweave network and is aware of the specificity of said network with respect to Data.

We do make a temporary, end-to-end encrypted (unless the data is in a Public Vault where data is not encrypted) backup of the Data stored within the framework of the Services until We ensure that the Data has been correctly uploaded on the Arweave blockchain. Arweave will then take care of the permanent storage of your Data.

The User is solely liable for the lawfulness of the Data that it transmits for the purpose of using the Services. We exclude any liability regarding the Data and the content of the Data processed by the User by means of the Services.

ZKC does not intervene in the management of the Data and refrains from accessing said Data for any purpose other than for the performance of the Services. The User grants ZKC with a licence to use the Data solely for the performance of the Services.

The services are not suitable to upload, share, access the storage space for data governed by specific regulations, such as personal data concerning health.

11. Revocation of Data on the Akord Application

The Data uploaded and stored might be revoked on the Akord Application, which would prevent anyone from renaming, moving, downloading or viewing the corresponding file.

The Data revoked on the Akord Application cannot however be deleted from the Arweave network and the revoked Data will therefore continue to exist on the Arweave network, for as long as the Arweave network exists, but completely encrypted.

You must ensure that You always carefully consider the nature of the storage, being for an undetermined period of time, before uploading files, as not all data will be suitable.

Once a file is uploaded, regardless of whether it's revoked, it will continue to use Your storage allowance.

12. Duration and termination

The Agreement is concluded for an undetermined period of time and will remain in force as long as Your User Account is active.

You may end, at any time and free of charge, the Agreement by informing us by email at deletion@akord.com to allow us to delete Your User Account.

The termination of the Agreement leads to the deletion of a User Account, but You will be able to connect to Akord Explorer (which will act like a blockchain explorer for all data uploaded on the Akord protocol) deployed directly on the permaweb, and find all your uploads, as well as view them in a gallery mode.

This paragraph does not affect the right of ZKC to suspend or interrupt the Services under the conditions provided for in the T&Cs, particularly in case of non-compliance with the provisions of the T&Cs.

13. Undertakings and guarantees of the Users

The User undertakes to comply with the T&Cs, the instructions regarding access to and the use of the Akord Application and the Services, in particular the Documentation, and all the laws and regulations in place. The User shall take the necessary measures to maintain the Identifier and the Backup Phrase confidential and to prevent the Identifier and the Backup Phrase from being compromised or disclosed. We will not be liable for any losses you might suffer due to the loss, disclosure or personal misplacement of the Identifier or Backup Phrase.

The use of the Services, and in particular the storage of the Data, is carried out under the User’s sole liability. You are 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 place.

You undertake and guarantee that the Data:

  • adhere to the regulations in force, in particular with regard to third party rights, intellectual property rights (copyright, patents, databases, trademarks, etc.), personality rights, and the applicable regulations with regard to protecting Personal Data;
  • are licit and/or are not contrary to public order or morality;
  • 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 disrupt the operation of the Services or cause any harm to other Users.

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

The burden of proving that any Data does not violate any laws or third-party rights rests solely with the User.

The User undertakes to compensate ZKC 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 Akord Application and or the Services or a breach of the T&Cs.

The User undertakes to compensate and defend ZKC, and to relieve ZKC 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 User.

Furthermore, the User 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 Akord Application and the Services;
  • strictly comply with all laws and regulations regarding exportation applicable in France, in Europe, in Asia and in the United States of America.

The User undertakes to promptly report any difficulty encountered in the use of the Services.

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

14. Suspension of the Services and the User Account

We may, without limitation to any other rights or remedies, suspend the access to the Services or the User Account or any other aspect of the Akord Application, at any time and without prior notice (except for (iii)), if : (i) You do not comply with the T&Cs, (ii) You have violated applicable laws and regulations, (iii) We have planned a maintenance operation, for which Your received prior information, (iv) We received a request from a competent administrative or judicial authority, (v) We received a notification from a third party within the meaning of Article 6 of the Law for Confidence in the Digital Economy ("LCEN"), (vi) Your use of the Services poses a security risk, (vii) You expose ZKC to third party liability.

The suspension of a User Account leads not to be able to log into Akord.com, not able to read/write data to vaults (memos, stacks, folders, notes), buy storage or update profile.

The suspender User would still be able to reach data on Arweave directly (though those are encrypted data and decryption can only happen over Akord.com or Akord Explorer). Suspended User will still be able to read data (read only) from his vaults over Akord Explorer.

In the event that they result from a breach of the User's obligations, the aforementioned suspensions are without prejudice to Our right to terminate the Agreement under the conditions provided for in the article "Termination for breach" below and to request compensation for the damage suffered. The suspension of Services does not lead to the deletion of the Data.

15. Termination for breach

Failure by one of the Parties to comply with all or part of its obligations according to the Agreement may result in, without limitation, termination of the Agreement or paying monetary damages.

The Agreement may be terminated by email after notification of the breaches in question has been sent by email to the defaulting Party and which has remained without answer for more than seven (7) calendar days.

Notwithstanding the foregoing, in the event of fraudulent use of the Services, or use made in violation of the rights of a third party, We may terminate the Agreement by email and without prior notice. This paragraph does not affect Our right to suspend or interrupt the Services under the conditions provided for in the T&Cs, particularly in case of non-compliance with the provisions of the T&Cs. Termination for default is without prejudice to any damages that may be claimed from the defaulting Party.

The termination of the Agreement leads to the deletion of a User Account but You will be able to connect to Akord Explorer (which will act like a blockchain explorer for all data uploaded on the Akord protocol) deployed directly on the permaweb, and find all your uploads, as well as view them in a gallery mode.

16. Intellectual Property

16.1 Intellectual property of ZKC over the content of the Akord Application

The content that is available on the Akord Application (text, images, diagrams, drawings, photographs, etc.), the structure, the software implemented for the operation of the Akord Application and the name AKORD are the exclusive property of ZKC. Any representation or reproduction, in whole or in part, translation, adaptation or arrangement made without Our consent constitutes an 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, by submitting a written request by email to the following address: support@akord.com.

16.2 The right to use the Akord Application

For the purposes of using the Services, We grant You a non-exclusive, non-transferable and non-assignable right to access and use the Akord Application, under the limits stipulated in the Agreement and without any right to sub-license.

You undertake to only use the Akord Application and the Services for Your own use and as an end user, with the exclusion of any commercial purposes. You may invite other Users to access and use the Akord Application and the Services, under Your sole and exclusive liability.

Therefore, You undertake to refrain from:

  • copying or reproducing, distributing, modifying or adapting the Akord Application in whole or in part, by any means and in any form;
  • translating or transcribing the Akord 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 Akord Application, beyond that which is permitted by law;
  • distributing, marketing, licensing, assigning or transferring, in any manner, with or without consideration, the Akord Application or the Services or a similar application or services to those provided by ZKC;
  • authorising access to and the use of the Akord Application or the Services by any person other than the Users or attempting to access the Akord Application or the Services in any unauthorised manner;
  • granting any right and constituting any guarantee, security or privilege of any kind over the Akord Application or the Services to the benefit of any third party;
  • integrating the Akord Application into any other computer or digital works or into any products;
    • introducing into the Akord 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 Akord Application or the Services or in a general manner any software, computer, server or electronic communications tool.

We are and remain the holder of all of the intellectual property rights over the Akord Application, the Services, Our brands, and more generally over all documents of all kinds communicated by ZKC 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 User. The User undertakes to respect all ZKC’s intellectual property rights and, where applicable, to include the legal notices regarding property or the property claimed by ZKC. Any breach of the provisions of this article may lead to the automatic termination of the Agreement by ZKC, with the consequences set out below.

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

16.3 Warranty of quiet possession

We represent and warrant that the Akord Application is not likely to infringe the rights of any third parties.

We therefore undertake to defend, at Our cost, the User against any legal action taken against the latter on the grounds of the use of the Akord Application by the User due to any breach of third part copyright, provided that:

  • Firstly, the User promptly informs Us in writing of any action taken, by email ; and
  • Secondly, the User collaborates faithfully with the defence by cooperating with Us, and by providing any documents, information and assistance required to successfully conduct such defence.

The User gives Us the control of the defence and/or any action to reach an out-of-court settlement.

In the event of 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, We shall strive at its discretion and cost:

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

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

17. Liability

We undertake, in accordance with Our obligation of means, to provide access to the Akord Application and to the Services, according to best practices and professional standards, to the exclusion of any guarantee (only to the extent permitted by law). We do not guarantee that the Services shall meet the User’s needs or be suitable for all kind of Data or purposes, which only the User is able to assess.

We shall not be liable for any malfunctions caused by the poor or inappropriate use of the Services by the User, any use contrary to the recommendations available on the Akord Application or under conditions not foreseen by ZKC or that do not comply with the Documentation, or any use by an unauthorised person.

We exclude any liability when any failing or malfunction of the Services, which might or not lead to a loss of Data, is due to a cause beyond Our 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. We provide with the Akord Application, an interface to easily access the Arweave network and the Data stored on the latter, over which We have no control. We therefore exclude any liability in the event of failures or problems encountered with the Arweave protocol or network. In such events, We shall not in any event be liable to repair any direct or indirect damage, even if We were informed of such damage.

The User may seek to impute ZKC’s liability if the User can provide evidence of wrongdoing that is directly attributable to ZKC. We may exonerate all or part of Our liability by providing evidence that the non-execution or defective execution of Our obligations is due either to the User, a third party or an occurrence of force majeure. ZKC’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 (i) all of the payments effectively made by the Client under the terms of the Agreement over the twelve (12) months preceding the date on which the loss occurred or (ii) the equivalent corresponding to the storage capacity that was graciously allocated to the User at the time of the creation of the User Account. The User must make its best efforts to minimise the damages, in its best interest and that of ZKC. 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 We be held liable by the User, 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 We were warned of the possibility of such loss or damage.

As We are unable to assess any potential loss by the User, 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 ZKC’s liability. The User therefore acknowledges and accepts that it is its duty to take out an insurance against any risks that it deems appropriate with regard to its specific position and the terms of the Agreement.

18. 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”).

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 www.akord.com, 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.

AKORD's obligations as data processor

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.

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: surname, first name, e-mail address, postal address [to be completed if more information requested].

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

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 organizational 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, AWS, 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.

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.

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.

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 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.

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.

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. 

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.

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.

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.

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.

19. Subcontracting

The User grants ZKC 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 ZKC.

20. Insurance

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

21. 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 is being understood that the assume the responsibility to limit 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 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 assume the responsibility 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.

22. Commercial reference

The User accepts that We may use the User as a reference and use its logo, in accordance with the User’s graphic style guide, in its commercial propositions, its marketing documents and on the Akord Application.

23. Assignment – Transfer of the Agreement

We 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, contribution to a company, merger, universal transfer of assets, sale of securities or the direct or indirect change of control of ZKC. ZKC undertakes to inform the User thereof by any means.

24. Agreement of proof

The acceptance of the T&Cs by electronic means between the User and ZKC has the same legal value as an agreement on a paper medium. In a general manner, the User acknowledges and accepts to communicate with ZKC by email, for example in the context of information that may be sent during the performance of the T&Cs.

25. 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 purpose 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.

Provisions of the Agreement related to the following subjects will survive the termination of the Agreement: Payment, Data provided by the Users, Revocation of Data, Intellectual Property, Confidentiality, Personal Data, Commercial reference, Liability and Miscellaneous.

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.

If a settlement cannot be reached within one (1) month from the occurrence, only the Courts of the jurisdiction of the Paris Court of Appeal shall 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.

Appendix A – Definitions

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

Backup Phrase
Refers to the unique sequence of randomly generated words that is allocated to the User when the User Account is created. It is the User’s duty to keep the Backup Phrase in a safe and secure place to avoid losing access to the Data.

Client(s)
Refers to the natural or legal person, public or private, acting within the scope of its commercial, industrial, artisanal, liberal or agricultural activity, including when it acts in the name or on behalf of another professional, who has created one or several vaults through his/her/its User Account and who bears the costs of the Service (Storage Space).

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

Documentation
Refers to the documentation drafted or provided by Us and made available on the Akord Application (https://docs.akord.com/) describing the nature of the Services provided and the procedures applicable thereto.

Identifier
Refers to the combination of a login and password that is specific to the User, which combination is personal and confidential, and which allows the User to prove his/her/its identity to access the User Account and the Services. The login is constituted of the email address entered when the User Account is created, and the password chosen.

Party / Parties
Refers individually to ZKC or the User and collectively to both ZKC and the 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”.

Privacy policy
Refers to the privacy policy available on the Akord Application, which governs the conditions under which Personal Data are processed by ZKC.

Services
Refers to the services accessible on the Akord Application with a User Account, as described under article 4 of the T&Cs and including the access to the Storage Space.

Storage Space
Refers to one of the Service allowing to purchase and access the storage space on the Arweave network through the Akord Application, in order for the Data to be uploaded and stored on the Arweave network.

User or You
Refers to the Client and any person, acting as a professional, that has been invited by the Client, holds a User Account and has a right to use the Akord Application and the Services, even in part (mobile workstations, etc.), under the conditions stipulated in the T&Cs..

User Account
Refers to the account associated with a User and consisting of a dedicated space that allows the User to benefit from the Services.

Encrypted Vault
Refers to a protected area of the Akord application where you can store, after data encryption, your most important or sensitive files and photos on the Arweave blockchain.

You can only access your Encrypted Vault with a strong authentication method (cf. Backup Phrase).

Public Vault
Refers to an area of the Akord application where you can store, without any encryption process, your files and photos on the Arweave blockchain.

Wallet
Refers to the crypto wallet, linked to Your User Account, which means it holds the keys that encrypt and decrypt your data. It's also used to authenticate You and sign off all Your transactions.