General Terms and Conditions of Sale

ARTICLE 1 – PURPOSE
SHADLINE provides a SaaS crisis management and business continuity solution enabling the Client, in particular, to maintain communications, access to essential data and coordination in fallback mode.
The Solution may also be used outside a crisis for secure communications, data sharing and restricted collaboration.

ARTICLE 2 – OBLIGATIONS
SHADLINE is subject to an obligation to use reasonable endeavours and undertakes to perform its services diligently.
The Client undertakes to provide the information required for proper performance of the services and to cooperate actively with SHADLINE.

ARTICLE 3 – AVAILABILITY, SECURITY AND MAINTENANCE
The Solution is accessible 24/7 under the terms defined in the associated service level agreements (SLAs).
SHADLINE is responsible for the security, maintenance and development of the Solution.
Data is hosted on infrastructure located in France.
The Client acknowledges that the Solution relies on technical infrastructure and that continuous availability cannot be guaranteed.

ARTICLE 4 – CONDITIONS OF USE
The Client acknowledges that the effectiveness of the Solution depends, in particular, on its internal organisation and adoption by its users.
SHADLINE shall not be liable for consequences arising from misuse of the Solution or insufficient preparation by the Client.

The Client undertakes to ensure that Users of the Solution comply with the rules set out in the SHADLINE Acceptable Use Policy, available through the Solution.

This policy governs operational use of the Solution by Users and does not constitute a standalone contractual document.

ARTICLE 5 – DATA AND CONFIDENTIALITY
Each Party undertakes to keep confidential the information exchanged under the contract.
Information remains the property of the Party disclosing it and may be used solely for the purposes of performing the contract.
SHADLINE is designed to prevent access to the Client’s data during normal use of the Solution. Accordingly, SHADLINE cannot access the Client’s data except at the Client’s express request or where required by law.
The Parties undertake to comply with applicable personal data protection regulations. In this context, SHADLINE acts as a data processor.

ARTICLE 6 – LIABILITY
Each Party is liable for direct damage caused to the other Party as a result of its contractual breaches.
SHADLINE’s total liability for all losses combined is limited to the total amount excluding taxes actually received by SHADLINE under the contract during the twelve (12) months preceding the event giving rise to liability.
Under no circumstances shall SHADLINE be liable for indirect losses, including in particular:
• indirect financial losses
• reputational damage
• loss of opportunity
The Parties acknowledge that the financial terms of the contract reflect the allocation of risk set out in this article.

ARTICLE 7 – DATA RETURN AND EXIT
Upon termination or expiry of the contract for any reason, SHADLINE undertakes to enable the Client to retrieve its data in a usable format.
Data shall be returned within a maximum of thirty (30) days of the Client’s request, subject to payment of all outstanding amounts.
The Client is responsible for actually retrieving its data within this period.
At the end of this period, the Client’s data shall be deleted.

ARTICLE 8 – INTELLECTUAL PROPERTY
The SHADLINE Solution remains the exclusive property of SHADLINE.
The Client is granted a personal, non-exclusive and non-transferable right of use.

ARTICLE 9 – TERM AND TERMINATION
The contract is entered into for an initial term defined in the special terms and conditions.
At the end of this period, it shall automatically renew for successive one-year periods unless terminated under the conditions set out below.
Each Party may notify its intention not to renew the contract by any written means with acknowledgement of receipt.
If a contractual breach is not remedied within thirty (30) days of notification by registered letter with acknowledgement of receipt, the other Party may terminate the contract as of right.
No refund may be claimed for amounts already invoiced for the current period.

ARTICLE 10 – PRICING AND INVOICING
All prices are stated in euros excluding taxes.
Prices are defined in the special terms and conditions for the initial term of the contract.
Prices exclude any travel expenses unless otherwise stated.
One hundred per cent (100%) is invoiced upon signature, unless otherwise specifically agreed between the Parties.
Unless otherwise provided in the special terms and conditions, invoices are payable within 30 days net.
In the event of automatic renewal, SHADLINE reserves the right to revise the prices applicable to the contract.
Any price revision shall be notified to the Client at least thirty (30) days before the contract renewal date.
If the Client rejects the new prices, it may notify its decision not to renew the contract.
In the absence of notification within this period, the previous prices shall continue to apply for the renewed period.

ARTICLE 11 – ETHICAL PROVISIONS
SHADLINE undertakes to comply with applicable laws and regulations, particularly those relating to anti-corruption.
Each Party undertakes to act in good faith in performing the contract.

ARTICLE 12 – CLIENT REFERENCES
SHADLINE may use the Client’s name as a commercial reference unless the Client expressly objects.

ARTICLE 13 – DISPUTES
In the event of a dispute, the Parties undertake to seek an amicable resolution.
Failing agreement, the competent courts shall hear the dispute in accordance with applicable legal rules.