Terms and Conditions of Sale and Use

ARTICLE 1 : PURPOSE

These Terms and Conditions of Sale and Use (TCSU) apply between the Adequa Company ("We") and any natural or legal person ("You") using the Site, accessible at the address adequa.me (and its derivatives publisher.adequa.me and user.adequa.me), and the service offered by the Adequa Company therein, in the context of their professional activity or private life. The purpose of the TCSU is to define the rights and obligations of the parties about the service We provide to You.

These TCSU must be accepted by any User wishing to benefit from the service provided by Adequa, without restriction or reservation. The positive action of checking the box "I have read and accept the TCSU and the Privacy Policy" implies your unconditional acceptance of them.

In the event of non-acceptance of the TCSU stipulated in this agreement, You waive access to the service offered by Adequa.

ARTICLE 2: DESCRIPTION OF SERVICES

These TCSU apply to all services that We perform on Your account. Adequa is not bound by an exclusivity clause.

Adequa provides a "Shortcut" button test for free for 1 calendar month from the date of Your subscription to this service. This period is not binding, and You do not have to provide Your banking information (unless You have chosen the annual subscription option). At the end of this 1-month period, to continue to benefit from the Service, You will be asked to provide Us with information necessary for payment by credit card or SEPA transfer, as You choose. Adequa will then provide the "Shortcut" button for a fee. You therefore undertake to pay the amounts due for your default subscription according to the number of views per month of your Site, under the conditions set out in Article 6. If You decide not to continue the experience, You will no longer have access to the Service.

You can only benefit from 1 free month only once per domain, regardless of your choice of subscription (monthly or annual).

The subscription is tacitly renewable for successive periods of the same duration as the chosen subscription (either monthly in the case of a monthly subscription, or annually in the case of an annual subscription) if You have not terminated under the conditions set out in Article 5. If you do not wish to renew your subscription, please uncheck the "automatic renewal" option in Your dashboard.

If you have directly chosen an annual subscription, the free month is included in the offer only in the first year. This corresponds to 1 month of free subscription followed by 12 months of paid subscription, for a total of 13 months of use of the Adequa Service.

Adequa Services are delivered as is by Adequa, you are responsible for installing and integrating the software solution on your website. We provide You with the information and guidance necessary for this task.

We will have access to statistical data allowing us to see the success of our Service.

Anyone with access to the Internet can access the adequa.me site for free, from anywhere. The costs incurred by the User to access it (internet connection, computer equipment, etc.) are not the responsibility of Adequa.

About the Dashboard and its operation:

The creation and validation of a Customer Account on Our Site adequa.me gives You access to a tracking interface, using Your email address and the password that You will have chosen and that You must keep secret. Your tracking interface contains the information necessary to manage our commercial relationship, and allows You to access Our services. You must update Your information in case of changes.

An Account may host several separate domains or websites, which will be tracked in separate Dashboards.

For each domain concerned, You can follow in the corresponding Dashboard the implementation steps of the Adequa Service, the status of the Agreement, and monitor and record statistics on the performance and use of the Adequa Service.

You can therefore subscribe to Our service for several websites.

In the event that Your Account is used by a third party without Your permission, You must inform Us promptly, otherwise any use of Our Service with Your email address and password will be deemed to be made by You.

We may access Your Account and Dashboards, but We may not change Your settings for Our Service, unless You have given Us prior written consent (email).

You agree that the use of Our Service requires that the software provided by Adequa be placed on Your website throughout the performance of this Agreement.

ADEQUA’S OBLIGATIONS AND RESPONSIBILITY

Adequa is bound by an obligation of means for the performance of all its Services, and for this reason It will bring all Its care and capacities to the performance of Its service and Its obligations. Adequa will carry out its mission with diligence and professionalism, in accordance with the rules in force in its profession.

Adequa may update its Service and software solutions, and this may result in temporary malfunctions or interruptions. Adequa will do its best to make this period as short as possible.

Adequa’s teams will be available during normal business hours to answer Your questions regarding the integration, installation and use of the service as well as for the identification and resolution of errors in the Service. This does not include a Training Service.

Adequa will invoice You in accordance with this Agreement for the Services provided.

Upon termination of the Agreement, Adequa will proceed in accordance with Your reasonable instructions for the disposal of Your data.

Adequa cannot be held liable if:

  • You have not fulfilled Your obligations.
  • You, one of Your employees or a third party You have mandated, have made an error or negligence.
  • the server or network is malfunctioning.
  • a case of force majeure or an unforeseeable and insurmountable event by a third party occurs, preventing the normal performance of Our obligations and/or substantially altering the economy of this Agreement.
  • direct or indirect damage results from the use of the site or the inability to access or use the site's services, or if any indirect damage occurs.
  • You have provided incomplete or inaccurate information.
  • there is an incompatibility or malfunction between Your equipment and the use of Our site and services. Adequa does not guarantee that no bugs, errors or security breaches will interrupt the use of the Service, although it will do its best to remedy them.
  • material or immaterial damage results from the use of Your account by a third party, whether or not they have been authorized by You.

Adequa can only be held liable in the event of Adequa commiting a fault, and You must prove that You have suffered damage as a result from it.

You authorize Adequa to access any tool or application that You use and that is necessary for Us to access so that We can provide, execute and troubleshoot the Service and the software solution while this agreement is being executed.

ARTICLE 4: YOUR OBLIGATIONS AND RESPONSIBILITY

You agree to :

  • provide all necessary information and data, as well as all documents and information required within the time limits necessary to enable Adequa to provide Its Service.
  • ensure the accuracy, readability and completeness of the data You have provided to Adequa, and be solely responsible for the results obtained through Your use of the Services.
  • control and be responsible for the use of Your account information, username and password.
  • not to interfere or compromise the integrity or security of Our service and software solutions.
  • not to compete with Our service and software solutions by designing, producing or having produced software, a system, an application or an assembly.
  • set up the configuration of the Adequa services that You wish, directly in Your dashboard, or by contacting Adequa by email. You are responsible for the verification and proper functioning of Your website, and for the integration of Adequa's services on it.
  • to read the documentation provided to You and to follow it in order to start and correctly set up the software solution of Our Service.

You state and warrant to Adequa that:

  • You have provided Us with accurate information in order to establish Your account.
  • You have complied and will continue to comply with all applicable laws and regulations, including those relating to the protection of privacy and personal data.
  • You will use Our services legally and lawfully, and You will only use the services for Your own account.
  • You will indemnify and compensate Us for any damage that We may suffer as a result of any of Your breaches of this Agreement.

The use of Our Service is at your own risk, and We (Adequa, its officers, employees and partners) expressly disclaim all warranties of any kind (non-exhaustive example: implied warranties of merchantability). We are not liable for any damages (including, but not limited to, loss of profits, loss of information, business interruption) resulting from the use of Our Service or the inability to use Our services or from errors, defects, omissions, file deletions, interruptions, delays in transmission or operation, regardless of whether We have been notified of such damages or their possibility.

You are entirely responsible for the content of the information and data that pass through Our network or use Our Service, as well as the activities that You perform using Our Service.

You are responsible for Your use of the solution and the Service and the consequences thereof.

You may not be held liable in the event of force majeure, preventing You from normally performing Your obligations and/or that You cannot avoid or overcome costs that substantially modify the economy of this Agreement. However, you must keep us informed by email as soon as possible of such a situation, and of its possible consequences.

ARTICLE 5: DURATION / RENEWAL / TERMINATION

  • Initial Term: This initial term of the subscription period begins on the effective date of Your subscription, after the 1-month trial period offered, and expires at the end of the period You chose during the subscription process.
  • Automatic renewal: Your contract is automatically renewed, unless You decide otherwise and uncheck the “automatic renewal” box. You will still benefit from the Service until the end of Your current subscription period.
  • End of the subscription period: if, at the end of Your subscription period, You have not chosen the “automatic renewal” option, You will no longer benefit from Our services.
  • Termination by You: You may terminate this Agreement before the end of the initial term, without incurring Your liability if:
    • Adequa does not provide the Service that You requested under the terms of this Agreement, and that this causes You material damages, and that Adequa does not remedy this within 15 days of Your detailed complaint.
    • Adequa violates other provisions of this Agreement and does not remedy it within 15 days of receiving Your detailed complaint.
    • Adequa substantially modifies these TCSU and/or its Privacy policy, and that this affects Your use of the Service, as indicated in Article 10.
    • a case of force majeure continues for a consecutive period of at least 30 days, and that You give us at least 15 days' notice, by email.
    Adequa will refund on a pro rata basis the amounts paid to It for the Service It has not rendered if this Agreement is terminated due to a breach of any of Its obligations.
    If you wish to terminate the Agreement and the subscription to the Service for any other reason, You may do so until the very day of the end of the initially scheduled term, but Adequa will retain the amounts You have already paid for the current subscription, and You be liable for all amounts due until the normal term of the current subscription.
    You can cancel Your subscription directly from Your dashboard, or by sending Us an email to contact@adequa.me specifying "Termination" in the subject line of the email.
  • Suspension and termination by Adequa: Adequa may suspend or terminate this Agreement before the end of its term, without liability, if:
    • a case of force majeure continues for a consecutive period of at least 30 working days, and that We give You at least 15 working days' notice, by email.
    • You have not paid the amounts due following notification from Us (see article 6 concerning payment and deadlines).
    • You violate any provision of this Agreement and do not remedy it within 10 working days of detailed notice from Us.
    • The products or services on Your Site are linked to or encourage illegal or fraudulent activities. We reserve the right to refuse that you may use Our Service, without refund or other compensation.
    Consequently, You will no longer be able to access Our Service. We will endeavour to notify You in advance of this decision, unless it is necessary to suspend the Service without notice for legal or protective reasons or if Your site contains illegal or fraudulent content.
  • After termination/non-renewal of your subscription: You will no longer have access to Our Service, but You will still be able to access Your information, data and settings on Your account and Dashboard. It will also require You to remove Our software solution from Your website, and Your prohibition from using the Service.
    We will not cancel Your debt or waive any fees You owe Us.

ARTICLE 6: PAYMENT

The prices displayed on Our website are in euros and do not include VAT., they are exclusive of tax.

The prices indicated at the time of Your subscription are effective for the initial term and for each renewal period of this Agreement.

However, We may revise the amount of these prices at any time for future renewal periods, as long as You are notified 30 calendar days before the implementation of this revision. If You disagree with such a revision decision, You may decide not to renew You Agreement at a later date, or to change the subscription formula.

The subscription price varies according to the number of websites on which You wish to benefit from the Service and therefore integrate the software solution, as well as the number of views generated by these websites each month.

Payment can be made by credit card or SEPA transfer.

In all cases, You must keep Your billing information up to date.

You can choose between a monthly or annual subscription, but You can ask to make the payment monthly in any case. You therefore authorize Us to debit Your bank account monthly with the price of Your subscription, until the end of the current requested period. In the case of a monthly payment for an annual subscription, the payment deadlines are firm and indicated in Your Account. A reminder will be sent to you every month, at least 5 calendar days before the due date of the next payment due, if the debit is not made automatically.

Invoices and payments are considered final and accepted by You. In the event that You wish to dispute or be informed about them, contact Us before registering for Our services.

You must pay at the time of initial subscription as well as for the following billing periods.

In the event of a delay in Your payments, a penalty of an amount equal to three times the legal interest rate (in force on the day Our notice is sent by email to the contact person of your structure that You have designated for us, or failing that to the email address that You have provided us) will be applied to You. In addition, You will be liable to Us for a fixed recovery indemnity of €20. This amount may be higher upon presentation of proof of the costs incurred by Us to collect Our claim.

If You have still not paid Your due 7 days after notice from Us, We reserve the right to suspend immediately Your account and the performance of Our Service until full payment of the amounts due, and to terminate the contractual relationship between You and Us if the situation is not resolved 15 working days after Our notification. We will still require immediate payment of all sums due from You to Us, since You will be liable to Us, and the sums You have already paid to Us will remain irrevocably vested in Us, unless We fail to fulfil Our obligations or violate these TCSU.

We use a third party (the Stripe Company) to process payments and billing, so You agree that We may disclose information to such third party for payment.

ARTICLE 7 : INTELLECTUAL PROPERTY

The content of the Adequa.me website (trademarks, logos, text, graphics, videos, animations, signs and any other content that ensures or facilitates browsing) is the exclusive intellectual property of Adequa. By exception, some content are the property of their respective authors.

You must obtain Adequa's express authorization before any use, reproduction, copying or publication of these various contents, in any form whatsoever, on any medium whatsoever and by any media whatsoever.

This content may be used by users for private purposes; any commercial use is prohibited.

Adequa is the owner of all intellectual property rights to the software and the Service. The fact that Adequa grants You a right of use does not in any way imply a transfer of intellectual property to Your benefit. You agree not to directly or indirectly infringe Our copyright on the software or on any other intellectual property rights that may be associated with it.

ARTICLE 8 : COMPLIANCE WITH THE LAW AND PROTECTION OF PERSONAL DATA

Parties must comply with applicable laws and regulations, including those relating to the protection of personal data. This includes (i) the EU Genera Data Protection Regulation 2016/679 (“GDPR”) on the protection of individuals with regard to the processing of personal data and one the free movement of such data, (ii) the laws of EU member states implementing the GDPR, including Act No. 78617 of 6 January 1978, as amended, known as the Data Protection Act (‘Loi informatique et libertés”), and (iii) the e-privacy directive 2002/58 as amended and transposed into european law and any legislation that will replace e-privacy directive.

Parties must not violate public order and the rights of third parties.

You acknowledge that with the use of Our Service, information may be entered on the terminal of Internet users visiting Your website.

We may aggregate, anonymize and reuse data generated, created or received as a result of Your use of the Service.

For more information, please consult our privacy policy.

ARTICLE 9 : HYPERTEXT LINKS

It is possible for a third party to create a hypertext link to Our sites without Our express permission. However, Adequa is not responsible for it.

ARTICLE 10 : EVOLUTION OF THE TERMS AND CONDITIONS OF SALE AND USE

Adequa reserves the right to unilaterally modify the content of these TCSU at any time, without justification. The changes will be applicable to services subsequent to these changes.

You are responsible for regularly reviewing these TCSU to keep yourself informed of any changes to this document. The date of the last update of this document will be indicated in case of modification. You will be informed by email of any changes if you have registered for one of our services and if these changes may impact Your use of the service.

If You do not agree with a substantial change, You may terminate this Agreement under the conditions set out in Article 5, within 30 calendars days of notification of the evolution of the TCSU. If after this period You have not contacted Us, Your continued use of our services will be considered as Your acceptance of the changes to Our TCSU.

This also applies to material changes to Our privacy policy.

ARTICLE 11 : COMPLETENESS

These TCSU express the full obligations of the parties only in certain cases.

A specific contract will be established for all services not described in this document (services on quotation).

For the rest, only these TCSU govern the contractual relationship between You and Us.

The invalidity of one of the clauses of these TCSU shall not result in the invalidity of the others, provided that the balance and general economy of the Agreement can be safeguarded.

ARTICLE 12 : APPLICABLE LAW AND COMPETENT JURISDICTION

This Agreement is governed by French law

In the event of an unresolved dispute between You and Us, only the courts of the city of Rouen (where Adequa's registered office is located) are competent to settle the dispute.

If you have any questions or requests regarding this website and Our service, please contact Us at the following address: contact@adequa.me.