Terms of service

The Contractual Documents are valid in the following order: Framework Contract and Specific Terms and/or Order Form, then General Terms and Conditions of Service. The purpose of the Framework Contract is, in particular, to provide for special provisions. Under no circumstances may it derogate from these General Terms of Service. These Contractual Documents express the entirety of the agreements made between the parties. They cancel and replace any previous exchange between the parties. The CUSTOMER’s general terms and conditions of purchase do not apply to the relationship between the parties. The contractual relationship between the parties can only be modified by the CUSTOMER subscribing to new Special Terms and Conditions for a new Subscription, or by the CUSTOMER accepting any modification of the General Terms and Conditions of Service as described below.

The General Conditions of Service may be modified from time to time by DIGITALEO. The CUSTOMER will be informed by any dematerialized means, notably by electronic means. In case of refusal on its part to accept the modifications of the General Conditions of Service, the CUSTOMER will inform DIGITALEO and will be able to terminate the Contract under the conditions of article 17 paragraph 1 of the present General Conditions of Service

DIGITALEO grants the CUSTOMER the non-exclusive, non-transferable, and personal right to use the Service(s) listed in the Special Conditions, under its/their purpose, in SaaS mode using a Platform accessible thanks to Identifiers or an Authentication Key and via an Internet connection.

The right to use the Services permitted by the Subscription is granted :

• for a given geographical site,
• for a given brand,
• and for a given User.

The following options may be subscribed to as part of the same Subscription (the list of options is not exhaustive)

• one or more additional Users
• one or more additional geographical sites
• one or more additional sign(s)

The CUSTOMER agrees not to use the Services on any other geographical site, by any other sign, or by any other individual, other than those designated by the CUSTOMER when signing the Special Conditions. The CUSTOMER also agrees not to transfer, exchange, lend or otherwise grant to a third party, even free of charge, the right to use the Services, given the strictly personal nature of the Subscription.

The CUSTOMER undertakes to expressly mention, in the Special Conditions, the address of the geographical site(s), the name of the brand(s) and the identity of the User(s) corresponding to the subscription taken out, as well as the identity of the designated Referrer. After signing the Special Conditions, an installation form may be sent by DIGITALEO to allow the CUSTOMER to confirm the User(s), the sign(s), and the geographical site(s) of use of the Services.

In the case where, during the execution of the Contract, the geographical site and/or the sign mentioned by the CUSTOMER (or one of them, in the case of an option for several Users, sites, and/or signs) should have to be modified, for whatever reason, the CUSTOMER undertakes to inform DIGITALEO of this and to transmit to it without delay the same information as that listed above on the new User, the new geographical site, and/or the new sign envisaged. DIGITALEO will have the right to accept or refuse these changes and, if it refuses, to terminate the Contract under the conditions of article 17 paragraph 1 of these General Conditions of Service. The CUSTOMER undertakes to allow the representatives of DIGITALEO to ensure that the Service is used by the clauses and terms of the Contract and in particular the present article.

Any use for a purpose not provided for in the Special Conditions, even partial and in any way whatsoever, is forbidden unless expressly authorised in writing by DIGITALEO.

The description of each service and its functionalities (also available on the DIGITALEO website) is given below.

The DIGITALEO solution is divided into different modules allowing its users to access the following functionalities:

1. Direct Marketing: Creation of marketing campaigns to disseminate marketing offers, inform end customers and generate traffic at points of sale. These campaigns can be easily created using a library of email templates. Statistics are available for all created campaigns. The Data Rental offer allows the client to have access to databases that can be rented within the tool and on which he can carry out segmentation and counts.
2. Access Manager: Creation of marketing campaign models made available to its network of distributors in order to guarantee consistency in communication and a homogeneous graphic charter between the different entities. The Marketing Manager option also allows the head office marketing department to have visibility over all the campaigns sent by the distributor network as well as their statistics.
3. Presence Management: Management and optimisation of your network’s Google My Business pages. The client can multiply its information on the main search engines, GPS, and directories, manage the local referencing of all its establishments, and follow the associated performance indicators.
4. Social media management: Management of the creation and publication of local posts on Facebook in order to unify social media communication and to monitor and track the associated performance indicators.

For the provision of the Service (excluding the Provision), DIGITALEO:

• Provide the CUSTOMER with a Platform or an Interconnection, and proceed with the pre-configuration of the Platform for the CUSTOMER’s needs,
• Communicate to the CUSTOMER an Authentication Key or Identifiers specific to each User (which the CUSTOMER must use each time he/she accesses the Platform), for which the CUSTOMER will be solely responsible and for which he/she must ensure confidentiality. In any case, the CUSTOMER alone will bear the consequences that may result from the use of his Authentication Key and/or his Identifiers by any unauthorised person and undertakes in particular to pay all the Consumption resulting from their use.
• Undertakes to offer one training session per User, up to a limit of two per year and per geographical site of the CLIENT, on-site or remotely, and to provide technical support.
• Has remote access to the Platform through the support service. This remote access can be revoked at any time by the CLIENT via the application settings. An explanation of the revocation procedure can be found here: http: //support.digitaleo.com.
• Can proceed to the subscription of additional access(es), the list of the latter will appear in appendix to the Special Conditions.

DIGITALEO reserves the right to complete, extend, modify, interrupt or improve the services offered, in particular when such measures are likely to improve the technological or ergonomic standards of the services or are considered necessary to prevent abuse. Such modifications may lead to changes in the appearance of the Services offered. DIGITALEO will only proceed with such modifications if they are reasonable and acceptable to the CUSTOMER or if their execution is required by law.

In the case where the CUSTOMER accesses a test offer of a service, DIGITALEO reserves, if necessary, the right to block all the CUSTOMER’s access identifiers and to delete the CUSTOMER’s access to the service as well as all the data attached to it (creation of email, website…) and this, in the case of use not conforming to the object of the service by the CUSTOMER or of fraudulent use by the latter.

To deliver the Service in the best conditions, DIGITALEO recommends that campaigns involving large volumes of Consumption be carried out in accordance with the following procedures:

• Sending messages at the beginning of the day, if possible before midday, to anticipate the necessary duration of the sending on the chosen day and thus avoid any delay in the execution of the Service;
• Distribution of messages over time. If the CUSTOMER does not comply with this recommendation, DIGITALEO reserves the right to apply this distribution of shipments, particularly during periods of heavy traffic.

The thresholds of these volumes of Consumption are specified in the FAQ relating to the use of the Service concerned and included in the Documentation present on the Service Platform.

For the proper functioning of the online Service, DIGITALEO recommends following its recommendations specified in the FAQ relating to the use of the Service concerned, in particular concerning the recommended browsers.

The CUSTOMER has a storage space of 100MB within the platform allowing him to store any file necessary for the proper execution of his marketing operations or those of his network. The calculation of the storage volume for the CUSTOMER takes into account the following resources: images, voice files, contact details of sales outlet networks, PDF files to be stored (non-exhaustive list subject to change).

If this storage space is exceeded, DIGITALEO will inform the CUSTOMER. If the CUSTOMER fails to respond and delete certain content within 7 days, DIGITALEO reserves the right to delete certain content to guarantee the proper functioning of its Services without any prejudice being able to be claimed by the CUSTOMER from DIGITALEO. The initial storage volume can be extended by derogation in the Special Conditions.

In addition to the Service offer, DIGITALEO offers various types of Services, in particular graphic creations, programming of Emails and SMS campaigns, training, and advice on marketing campaigns.

The different services are available from the sales department. The duration of these services is defined in the Particular Conditions which begin to run from the validation of the latter by DIGITALEO.

Any behaviour or action by the User leading to a delay or non-performance of the service cannot be attributed to DIGITALEO and will give the latter the right to terminate the contract to the detriment of the customer as provided for in article 17.

Depending on the service ordered, DIGITALEO will submit to the User elements showing the visual aspect of these, the action plans foreseen… within the limits foreseen at the time of the order. After acceptance by the User within the given time limit, any request for modification will be subject to additional invoicing.

DIGITALEO will carry out all the maintenance operations to reduce the probability of failure or degradation of the Service and will carry out all the control and updating operations that may be necessary on the Software. DIGITALEO may interrupt the Service for this purpose for a period of less than 48 (forty-eight) consecutive hours.

Furthermore, the following will not be considered as an interruption or unavailability of the Service

• Any maintenance operation planned by DIGITALEO with a notice of at least 24 hours, through a message visible on the screen;
• Any period of unavailability of fewer than 15 minutes;
• Any unavailability due to the CUSTOMER’s equipment, software, or other technology (firewall, name service, etc.);
• Any unavailability due to circumstances beyond the control of DIGITALEO or its subcontractors, in particular cases of force majeure, technical breakdowns caused by computer malicious acts, interruptions of electricity or telecommunications services.

The CUSTOMER will advise DIGITALEO of the existence of any malfunction, by any appropriate means, describing precisely the malfunction and its consequences. DIGITALEO will record each malfunction which will be analysed by questioning the CUSTOMER if necessary. DIGITALEO undertakes to take into account any malfunction reported by the CUSTOMER within 4 working hours.

Depending on the information received and the details it contains, DIGITALEO can :

• Either give the CUSTOMER a solution likely to remedy the incident;
• Or decide on any other solution that it considers appropriate to the circumstances.

DIGITALEO ensures that customer support is available on working days, according to the methods specified on the “Contact Page” of the site www.digitaleo.com. DIGITALEO recommends that before a telephone call to support, the CUSTOMER consults the FAQ relating to the use of the Service in question.

DIGITALEO cannot be held responsible for the non-operation or malfunctioning of the platform and associated services in the event of an overly restrictive IT security policy implemented by the CUSTOMER.

The CUSTOMER undertakes to :

• To collaborate in good faith with DIGITALEO and to provide it with all the relevant information to deliver the most efficient service possible;
• To provide all the elements useful for the configuration of his account or his communication campaign;
• Not to use the name “DIGITALEO” as a brand or commercial name during their marketing operations for the promotion of their retail or wholesale services.
• Not to use the Services of DIGITALEO to store, process, or disseminate content prohibited by law or contrary to good morals (in particular any pornographic, racist, xenophobic, extremist, or any other reprehensible content) or which may harm the rights of third parties (cf. in particular personality rights, registered trademarks, rights to the name or copyright). If these fraudulent actions were to harm DIGITALEO or the rights of third parties, the CUSTOMER will have to reimburse DIGITALEO for the costs generated by this conduct. The CUSTOMER also undertakes to support DIGITALEO in preventing such conduct.
• To respect the sending policies of the different communication channels available on the platform.

In case of non-compliance with the above obligations, the CUSTOMER will have to compensate DIGITALEO according to the prejudice suffered.

The CUSTOMER guarantees and indemnifies DIGITALEO against any action and/or recourse brought by any person who would be founded on :

• The infringement of any intellectual property right relating to the content disseminated within the framework of the Services without the necessary agreements from their owner.

The CLIENT is prohibited from any type of use not expressly authorised by the contract or by law and in particular from:

• Researching the Software to create a derivative or competitive product;
• Reproducing any element of the Software and/or the Documentation, by any means, in any form and on any medium whatsoever;
• Lending or making available the Software and/or its Documentation by any means whatsoever;
• Searching for the robustness and availability of the Platform using robot-like loading tools;
• Searching or have a third party search for security flaws on the Platforms or APIs of DIGITALEO and their exploitation.

In case of use of the Subscription and/or Services by the CUSTOMER that does not comply with the Contract and in particular with the present article, DIGITALEO will be entitled to terminate the Contract following article 17 of the present General Terms of Service, without prejudice to any damages that may be claimed by the CUSTOMER.

On the other hand, in the event of non-compliance with the above obligations, DIGITALEO reserves the right to claim compensation for the damage suffered within the limits of the amounts covered by the insurance policy taken out by the CUSTOMER.

DIGITALEO will send the CUSTOMER :

• For Subscriptions to the Service, a monthly invoice including the Subscription due and the Consumption of the month due, the beginning of the invoicing starting on the date of delivery of the Identifiers or Authentication Key to the Service. In certain cases, DIGITALEO may grant the CUSTOMER an additional period for the delivery of the Service and in this case, the billing date will be that provided for in the specific conditions. For any sending of a long SMS, i.e. an SMS containing more than 160 characters, the CUSTOMER will be charged an additional unit for every 153 characters (a counter indicates the number of characters used when writing the message).
• For data rental, particularly due to changes that may occur at any time in the life of the contacts, Digitalo’s responsibility is engaged beyond the following error rates and unless otherwise stipulated in the contract: Emails or SMS: 10% of erroneous email addresses (hard bounce) or SMS.
• For one-off services, an invoice will be issued as soon as the Service has been rendered. However, for any order for a Service of more than 200 Euros, DIGITALEO reserves the right to ask for a deposit at the time of the order according to the clauses negotiated in the Special Conditions.

The rates for certain functionalities of the tool are detailed only in the DIGITALEO platform and not in the Special Conditions (rental of data for example…). In this case, the rates will be displayed unambiguously on the platform and the CUSTOMER will be asked to validate twice to indicate the additional billing for this type of service. Access to these features can be deactivated for the CLIENT’s users upon request by the CLIENT.

Invoices for Subscriptions to the Service are payable net within 15 (fifteen) days from the date of the invoice. Invoices for Services are payable net upon receipt.

Invoices are payable without discount, by SEPA Core Direct Debit within 15 (fifteen) days from the date of the invoice to the bank account domiciled in France and designated by the CLIENT. At the time of the conclusion of the contract, the CUSTOMER provides DIGITALEO with a duly signed SEPA direct debit mandate (to which DIGITALEO will attribute a Unique Mandate Reference, hereafter “UMR”) as well as a bank identity statement including its BIC and IBAN identifiers.

The CUSTOMER undertakes to fund his account to allow the execution of the direct debit on the fixed date. The parties expressly agree that the prior notification of each direct debit will be made by DIGITALEO by any means at its convenience within a minimum period of 5 (five) working days before the date of the direct debit. The CUSTOMER undertakes to communicate to DIGITALEO in writing, without delay, and in any case within 3 (three) days from the receipt of an invoice from DIGITALEO, any modification on the bank account debited (in particular in the case of a change in the name of the account or the bank establishment). Any request for revocation or modification of the perimeter of the SEPA direct debit mandate must be made to DIGITALEO by the CUSTOMER through a registered letter with acknowledgement of receipt which specifies, in particular, the UMR concerned as well as the name of the Contract(s) affected. If the CUSTOMER revokes his direct debit mandate without providing a new one that allows DIGITALEO to proceed with the direct debits, DIGITALEO reserves the right to terminate the Contract and/or to request cash payment by bank cheque.

Failure to pay on the due date will automatically and without prior notice lead to the invoicing of late interest equal to three times the legal interest rate. According to Article L. 441-6 of the French Commercial Code, a fixed indemnity of 40 Euros for collection costs shall be systematically added to the late payment penalties due. Any rejection of payment of an invoice issued by DIGITALEO within the framework of the Contract will lead to a fixed charge of 25 Euros excluding VAT, as well as the temporary suspension of access to the Service subscribed to until the payment(s) is (are) regularised.

The prices of the Service may be subject to annual revision. Such revision will be mentioned on the special conditions. The CLIENT will be informed of this price revision by email one calendar month at the latest before it comes into force. The CLIENT will then be free to terminate the Contract under the conditions set out in Article 17 paragraph 1 of these General Terms of Service.

For the evolution and maintenance of the Platform and/or the Services (significant evolution of the proposed functionalities, change of the economic model, emergence of a new product, change of suppliers/subcontractors, etc.), the Customer will be informed of the price revision by email one calendar month before it comes into force.

In the case of specific tariff conditions granted to the CUSTOMER due to its membership of a group, expressly referred to in the Special Terms and Conditions, the loss of membership of this group automatically entails the modification of the said tariff conditions. The new pricing conditions will be renegotiated between the parties.

DIGITALEO undertakes to carry out its obligations with all the care customary in its profession and to comply with the rules of art in force. DIGITALEO will in any case be bound by an obligation of means and not of result.

The CUSTOMER recognises that DIGITALEO cannot guarantee the continuity of the Services carried out via the Internet network, nor the complete reliability of the routing and storage of messages (which may be subject to failures or malfunctions of the transmission networks, interruptions of access, and/or service of the Internet operators, mobile telephony or other suppliers), and DIGITALEO will not be held responsible for any malfunctions, unavailability, poor transmission or reception of messages, or slowing down of the Services resulting from this.

DIGITALEO cannot be held responsible for interruptions or difficulties in operation beyond the control of DIGITALEO or its subcontractors, in particular in the case of interruption of electricity or telecommunications services, technical breakdowns caused by computer malicious acts, or any other event of a force majeure nature.

The Service being of standard design and created to satisfy the greatest number of users, DIGITALEO cannot guarantee its adequacy to the specific needs of the CUSTOMER and the Users.

In any case, the CUSTOMER and the Users will use the Service under their sole direction, control, and responsibility. It is up to the CUSTOMER to make regular backups of all the data under its responsibility and its direction. DIGITALEO can in no way be held responsible for any contamination by any virus of the CUSTOMER’s files nor for the possible harmful consequences of this contamination, nor for any loss and/or alteration of the Data (whatever the cause), which could have been avoided if the CUSTOMER had set up a system of regular backups.

DIGITALEO cannot be held responsible for damage resulting from:

• Any unavailability or interruption of the Service linked to a maintenance operation by DIGITALEO under the conditions of article 6 of these General Conditions of Service;
• Non-performance or poor performance by the CLIENT and/or the Users of their obligations under the Contract;
• Misuse of the Service and/or the Identifiers by the CLIENT and/or the Users, in particular any use of the Subscription and/or the Service that does not comply with article 8 of these General Terms of Service;
• An error by the CLIENT and/or Users in accessing the Platform and/or using the Service;
• A malfunction of the Service which :
  – Is caused by modifications made to the Service and/or the Software and/or hardware functioning with the Service, by the CUSTOMER and/or a User and/or any third party not authorised by DIGITALEO;
  – Would be the result of a refusal by the CUSTOMER and/or a User to implement corrections, revisions and/or updates and/or workarounds relating to the Service to put an end to the Malfunctions or to avoid their generation;
  – Is not attributable to the Service.

DIGITALEO cannot be held responsible for:

• The possible slowing down of the rate of sending of messages that may result from the use of certain advanced functions of the Service (in particular personalisation of the sender of the SMS, request for recovery of SMS responses, etc.);
• The economic performance of actions carried out using the Service and the results of its use;
• Damage caused to goods other than the Service;
• Events which could occur during the use by the CUSTOMER of hardware and/or software not designed by DIGITALEO and/or not authorised by DIGITALEO in the FAQ relating to the use of the Service concerned;
• The malfunction of any connection to the Internet network used by the CUSTOMER;
• Loss or damage to Data and information, files or databases, or any other element which the CUSTOMER and the Users hereby undertake to safeguard.

DIGITALEO cannot commit itself to an obligation of result as to the distribution of certain contents and data on certain platforms or even as to the simple distribution of the Customer’s information on a particular site because the Partner platforms can change their graphic charter and content display policy at any time and freely. On the other hand, DIGITALEO undertakes to make its best efforts to ensure that the data transmitted by the Customer is published on the Partner platforms. The Client remains responsible for the information published on the public files of the Partners a

Each of the parties declares to be insured, in particular in terms of professional civil liability, with a company that is known to be solvent, and to keep all insurance policies up to date, to cover all damage caused to the other party or any third party and consecutive to the execution or non-execution of the contract, without prejudice to the application of Article 9 of these General Terms of Service.

Each party undertakes to justify this on the first request of the other party.

The Contract and all rights of use granted to the CUSTOMER do not confer on him any title or right of ownership (in particular intellectual property) on the Service, the Software which operates the Service, and its Documentation, which remain the exclusive property of DIGITALEO. The CUSTOMER undertakes to take all the necessary measures, in particular security measures, concerning its employees as well as any third party on its sites to ensure the respect of DIGITALEO’s property rights on the Service.

The CUSTOMER undertakes to take all measures to ensure that its staff or the third party mentioned above does not keep any Documentation or access to the Platforms.

Consequently, the CUSTOMER is forbidden to do anything that could infringe this property right.

Each of the parties shall keep confidential all information and data of any kind, whether written or oral, which may have been transmitted to them by the other party or which they may have learnt in the course of the contractual relationship, and shall only use them to carry out their rights and obligations under the Contract.

The attention of the parties is drawn to the particular confidentiality attached to Personal Data (Article 15).

Neither party shall have any obligation whatsoever in respect of any information and Data (excluding Personal Data) which :

• has fallen or will fall into the public domain through no fault of the receiving party
• is independently developed by the receiving party, is known to the receiving party before the other party discloses it to it, or is rightfully received from a third party not subject to a duty of confidentiality
• or should be disclosed by law or by order of a court or administrative tribunal (in which case the party required to disclose it shall inform the other party).

The parties’ obligations of confidentiality in respect of information and data (other than Personal Data) shall remain in force for the duration of the Contract and for a period of 2 years after its termination for any reason whatsoever.

The parties also undertake to ensure that these provisions are respected by their staff and by any employee or third party who may intervene in any capacity whatsoever in the context of the Contract.

Each of the parties undertakes to implement the appropriate technical means to ensure data security. DIGITALEO undertakes, in particular, to take all necessary precautions to secure access to the services and to preserve the security and integrity of the data stored and/or disseminated within the framework of the services, in particular, to prevent any fraudulent access to or use of the data, as well as any destruction, alteration or loss of the data.

DIGITALEO will only keep the data for the duration of the contract, excluding the personal data, the duration of which may depend on numerous parameters (see article 15).

In case of termination of the contract, whatever the cause, DIGITALEO undertakes to return, or possibly destroy, at the choice of the CUSTOMER, free of charge and within 60 days from the date of receipt by DIGITALEO of the notification by the CUSTOMER of his request for reversibility formulated by registered letter with acknowledgement of receipt, all the data belonging to him, in a standard readable format.

The CUSTOMER will actively collaborate with DIGITALEO to facilitate the recovery of the data.

DIGITALEO will make its best efforts so that the CUSTOMER can continue to use the data, without interruption, directly or with the assistance of another provider.

Within the framework of their contractual relations, the Parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, the GDPR.

15.1 Data Protection Officer

To guarantee the conformity of its practices with the Data Protection Act and the GDPR, DIGITALEO has chosen to appoint a Data Protection Officer (*) (hereafter “DPO”).

The DPO is associated with each project of the company involving the processing of personal data, to ensure that the latter complies with the regulations in force.

The CUSTOMER may contact the DPO for any questions relating to the processing of his/her data and the exercise of his/her rights in relation thereto.

15.2 Processing record

DIGITALEO declares that it keeps a written record of all processing carried out on its behalf and on behalf of the CLIENT, including:

• the name and contact details of the data controller, any subcontractors and the data protection officer;
• the processing operations carried out and their purposes;
• where applicable, transfers of personal data to a country outside the European Union;
• as far as possible, a general description of the technical and organisational security measures, including inter alia, as appropriate:
  – pseudonymisation and encryption of personal data in transit
  – means to ensure the continued confidentiality, integrity, availability and resilience of processing systems and services
  – means to restore the availability of and access to personal data within an appropriate timeframe in the event of a physical or technical incident;
  – a procedure to regularly test, analyse and evaluate the effectiveness of the technical and organisational measures to ensure the security of processing.

15.3 Processing by DIGITALEO of the CUSTOMER’s personal data

DIGITALEO processes for the CUSTOMER the personal data concerning him/her necessary to provide the SERVICE.

In this context, DIGITALEO is considered to be responsible for processing the CUSTOMER’s personal data.
The nature of the operations carried out on the data are, in particular, the collection, recording, organisation, conservation, extraction, consultation, use, communication by transmission, limitation, deletion, or destruction of the data.

15.3.1 Processing details

PURPOSES OF PROCESSING	LEGAL BASIS FOR DATA COLLECTION	RECIPIENTS OF COLLECTED DATA	RETENTION PERIOD OF DATA COLLECTED BY DIGITALEO
Management of the commercial relationship between the CUSTOMER and DIGITALEO Management of contracts with the CUSTOMER Orders Invoices and accounting Monitoring of customer relations: satisfaction surveys, complaints management, and after-sales service Selection of the CUSTOMER to carry out studies, surveys and service tests Technical support for the CUSTOMER in the development of DIGITALEO solutions Prospecting for the CUSTOMER (proposing new services to the CUSTOMER Organisation of competitions, lotteries, or any promotional operations	Contractual relations	Commercial Department Accounting Department Customer Service Marketing Department Product Department	The duration of the commercial agreement between DIGITALEO and the CUSTOMER is three years after its expiry, for statistical purposes. Unless otherwise required by law, the data must be kept for a longer period.Sauf disposition légale contraire nécessitant de conserver les données pour une durée supérieure.

15.3.2 Processed personal data

Processed personal data is:

• Surname(s), first name(s), title
• Business phone, business email, fax number, company name, company contact details, position within the company, occupation, and field of activity
• Documentation requests, trial requests, products purchased, service subscriptions, quantity/amount/periodicity, delivery address, purchase and service history, correspondence with the Customer and after-sales service, exchanges, and comments from customers and prospects, date of participation in competitions or any promotional operations
• Identification of the CUSTOMER in the CRM (Customer Relationship Management) of DIGITALEO

15.3.3 Subcontracting by DIGITALEO

DIGITALEO may call upon a subcontractor to carry out specific processing activities.

It is up to DIGITALEO to ensure that the subcontractor provides sufficient guarantees regarding the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the GDPR. If the subcontractor does not fulfil its obligations in terms of data protection, DIGITALEO remains fully responsible to the CUSTOMER for the execution by the subcontractor of its obligations.

15.3.4 Data transfer outside the EU

In the context of the administrative and commercial management of its activities, DIGITALEO may use the services of providers located outside the EU.

DIGITALEO undertakes to select only service providers who have provided sufficient guarantees as to the implementation of appropriate technical and organisational measures, so that the processing meets the requirements of the European regulation on data protection.

If these service providers are located in a country that does not ensure an adequate level of protection within the meaning of the Personal Data Regulation, DIGITALEO undertakes to conclude standard contractual clauses with the service provider, in accordance with the European Commission’s decision 2010/87/EU.

15.3.5 Confidentiality and security of personal data

DIGITALEO undertakes not to communicate the CUSTOMER’s personal data to third parties.

DIGITALEO undertakes to take all useful precautions to protect the confidentiality and security of personal data and in particular to protect them against any accidental or illicit destruction, accidental loss, alteration, distribution or access by unauthorised third parties.

DIGITALEO undertakes to respect the following obligations and to ensure that its staff respect them:

• not to take any copy of the personal data entrusted to them, except for those necessary for the execution of the present service provided for in the contract and in particular for the backup of personal data or to ensure the proper working of the services offered by DIGITALEO;
• not to use the personal data for purposes other than those specified in the present contract;
• not to divulge this personal data to other people, whether private or public, physical or moral;

15.3.6 CLIENT’s rights to its data

In accordance with the French Data Protection Act and the GDPR, the CUSTOMER has the following rights regarding his data:

• Where the processing of his data is based on his consent, the right to withdraw his consent at any time.
• The right to request access to the processed data.
• The right to request the correction or deletion of the processed data.
• The right to limit the processing of his/her data.
• The right to object to the processing of his/her data.
• The right to the portability of his/her data.
• The right to lodge a complaint with the French Data Protection Authority (CNIL).

The CUSTOMER shall contact the DPO for the exercise of his rights or for any questions relating thereto.

15.3.7 Data disposal

At the end of the services relating to data processing, DIGITALEO undertakes to return all personal data to the CUSTOMER if the latter so requests, or to return them to the subcontractor designated by the CUSTOMER.
The return is associated with the destruction of all existing copies in the information systems of DIGITALEO

15.4 Processing by DIGITALEO of the personal data of the CUSTOMER’s clients and prospects

DIGITALEO is authorised to process on behalf of the CUSTOMER the personal data of its clients and prospects, necessary to provide the SERVICE. In this context, the CUSTOMER is deemed to be responsible for the processing of personal data and DIGITALEO is deemed to be a sub-contractor.

DIGITALEO undertakes to process personal data only for the purposes that are the subject of the subcontracting and in accordance with the documented instructions of the CUSTOMER.

The nature of the operations carried out on the data are in particular the collection, recording, organisation, conservation, extraction, consultation, use, communication by transmission, restriction, deletion or destruction.

Persons whose personal data is collected are the CUSTOMER’s clients and prospects.

15.4.1 Processing details

PURPOSES OF PROCESSING	LEGAL BASIS FOR DATA COLLECTION	RECIPIENTS OF COLLECTED DATA	RETENTION PERIOD OF DATA COLLECTED BY DIGITALEO
Management of the CUSTOMER’s clients and prospects’ data Prospecting for the CUSTOMER’s clients and prospects Selection of clients and prospects for studies, surveys and service tests Carrying out satisfaction surveys Loyalty programs Management of the CUSTOMER’s commercial relationship with its clients. Organisation of competitions, lotteries or any promotional operation	Contracts between the CUSTOMER’s clients and the CUSTOMER. Consent collected by the CUSTOMER from its clients.	Customer Success Department Product Department Commercial Department	For the duration of the commercial relationship between DIGITALEO and its CUSTOMER, and 6 months after its expiry, for statistical purposes.

15.4.2 Personal data processed

The personal data processed are :

• Surname(s), first name(s), title, postal address, postcode, city, state, country, personal telephone number, personal email, date of birth, CRM reference number in DIGITALEO’s CUSTOMER Information System.
• Fax number, business telephone, business email, company postal address, company postcode, company city/state/country, company name
• Interests, marital status, number of children
• In-store visits, purchases made (full receipt: products, amounts, location, date), loyalty programme registration, Facebook likes, participation in a Facebook event, choice of a discount coupon, number of points in the loyalty programme, vehicle registration number, date of subscription, average basket, vehicle model, loyalty card number, feelings about the last purchase experience.

In no case does DIGITALEO collect, on its own initiative, more than the data mentioned above.

Additional data may however be collected by DIGITALEO if the CUSTOMER chooses to fill in the free fields left at his disposal on the Platform.

15.4.3 Hosting of personal data

DIGITALEO uses external service providers to host personal data.

The data is hosted on servers located in France and in Europe.

DIGITALEO undertakes to contract with these service providers only if they present sufficient guarantees in terms of security and confidentiality of personal data.

DIGITALEO undertakes to verify that these service providers maintain their requirements in terms of security and confidentiality of personal data throughout the contractual relationship.

15.4.4 Subsequent subcontracting by Digitaleo

DIGITALEO may call upon a subsequent subcontractor to carry out specific processing activities.

In this case, it shall inform the CUSTOMER in advance and in writing, by any means, and in particular on its access to the DIGITALEO application https://app.digitaleo.com/, of any change considered concerning the addition or replacement of other subcontractors.

The CUSTOMER has a minimum of 30 days from the date of reception of this information to submit his objections.
This subcontracting may only be carried out if the CUSTOMER has not raised any objections within the agreed period.

The subsequent subcontractor is obliged to fulfil the obligations of this contract on behalf of and according to the instructions of the CUSTOMER. It is up to DIGITALEO to ensure that the subcontractor presents the same sufficient guarantees as regards the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the GDPR.

If the subsequent subcontractor does not fulfil its data protection obligations, DIGITALEO remains fully responsible to the CUSTOMER for the performance by the other subcontractor of its obligations.

> > The list of subsequent subcontractors is available here

15.4.5 Transfer of data outside the EU.

Within the framework of the subcontracting by DIGITALEO of specific activities on behalf of the CUSTOMER, DIGITALEO can be led, and this, under the same conditions as in the preceding article 15.4.4, to use the services of providers located outside the EU.

If these service providers are located in a country that does not ensure an adequate level of protection in the sense of the Regulation of Personal Data, DIGITALEO undertakes to conclude with the service provider standard contractual clauses, in accordance with the decision 2010/87/EU of the European Commission.

The document can be found at the following link.

In this case, the Customer, as data exporter, gives DIGITALEO a mandate to sign the above-mentioned Standard Contractual Clauses with the data importer, in the name and on behalf of the data exporter, and declares to have all the necessary authorisations.

15.4.6 Obligations of DIGITALEO

• Cooperation

DIGITALEO undertakes to cooperate with the CUSTOMER and to help it to meet the requirements relating to the protection of Personal Data which are its responsibility by virtue of the legal regulations.

DIGITALEO also undertakes to cooperate with the CUSTOMER so that the rights of the people affected by the regulations can be respected. DIGITALEO undertakes in particular to verify the correct functioning and the effective character of the means allowing the CUSTOMER’s clients to exercise their right to oppose and/or unsubscribe from the different commercial campaigns initiated by the CUSTOMER through the Platform.

DIGITALEO also undertakes to communicate to the CUSTOMER any complaint or request for the exercise of rights which would be addressed to it by any person concerned by the processing carried out under the present contract so that the CUSTOMER can respond.

This communication will have to be made as soon as possible and at the most seventy-two hours following reception of the complaint or request for the exercise of rights.

Finally, DIGITALEO undertakes to communicate to the CUSTOMER the occurrence of any security breach́ having direct or indirect consequences on the processing, so that the CUSTOMER can fulfil its obligation to notify the National Commission on Data Processing and Liberties (CNIL) and, if necessary, the persons concerned. This communication will have to be made as soon as possible and at most forty-eight hours after the discovery of the security breach́.

DIGITALEO assists the CUSTOMER in carrying out impact analyses relating to the protection of personal data. DIGITALEO assists the CUSTOMER in carrying out the prior consultation with the supervisory authority.

Finally, DIGITALEO provides the CUSTOMER with the necessary documentation to prove the respect of all its obligations and to allow the implementation of audits, including inspections, by the CUSTOMER or another auditor that it has mandated, and to contribute to these audits.

• Confidentiality and security of personal data

Within the framework of the present terms, DIGITALEO acts only on the documented instructions of the CUSTOMER. In this respect, DIGITALEO undertakes not to process personal data on its own behalf, nor to communicate them to a third party who would process them on its own behalf.

DIGITALEO undertakes to take all useful precautions to preserve the confidentiality and securitý of personal data and in particular to protect them against any accidental or illicit destruction, accidental loss, alteration, distribution or access by unauthorised third parties.

DIGITALEO undertakes to respect the following obligations and to ensure that its staff respect them:

• not to take any copy of the personal data entrusted to it, except those necessary for the execution of the present service provided for in the contract and in particular for the purpose of backing up the personal data or to ensure the proper functioning of the services offered by DIGITALEO;
• not to use the personal data for purposes other than those specified in the present contract;
• not to divulge these personal data to persons other than the company renting the personal data, whether they are private or public, physical or moral persons;

DIGITALEO commits itself to take into account the principles of data protection by design and data protection by default, concerning its tools, products, applications or services.

• Documentation and traceability

DIGITALEO undertakes to report any action related to the processing of personal data so that the CUSTOMER can prove, if necessary, its compliance with the regulations.

DIGITALEO keeps at the disposal of the CUSTOMER the traces of connection to the personal data processed by its authorised personnel, and this for a period of one year from each connection.

If DIGITALEO is involved in the analysis of the traces of connection to personal data or if it offers the CUSTOMER a service of analysis of the traces of connection to personal data, DIGITALEO informs the CUSTOMER of any anomaly that it detects in these traces of connection.

15.4.7 Obligations of the CUSTOMER

• Legality

The CLIENT undertakes to ensure that personal data is processed legally. The following data cannot be processed because of their illicit nature: data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic and biometric data for the purpose of uniquely identifying a physical person, data concerning health or data concerning the sexual life or sexual orientation of a physical person.

DIGITALEO draws the CUSTOMER’s attention to the fact that the data listed above can in no case be entered in the free fields of the Platform.

• Consent of individuals

The CUSTOMER undertakes to obtain prior free and informed consent from the persons concerned by the collection of personal data. In particular, the CUSTOMER undertakes to comply with the rules of commercial prospecting with regard to consent and opt-in. The CUSTOMER also undertakes to allow the persons concerned by the collection of personal data to easily change or withdraw their consent.

• Information from individuals

The CLIENT undertakes to inform the persons concerned by the collection of personal data in advance of the purpose of the processing, the details of this processing and their rights over their data (in particular the right of access, opposition, rectification, deletion, portability, etc.).

• Security and confidentiality

The CUSTOMER undertakes, just as DIGITALEO, to take all useful precautions to protect the confidentiality and securitý of personal data and in particular to protect them against any accidental or illicit destruction, accidental loss, alteration, distribution or access by unauthorised third parties.

• Exercise of personal rights

The CLIENT must fulfil its obligation to comply with requests to exercise the rights of the persons concerned: right of access, rectification, deletion and opposition, right to limit processing, right to data portability, right not to be the subject of an automated individual decision (including profiling).

• Notification of personal data breaches

The CUSTOMER is responsible for notifying the competent supervisory authority (the CNIL) of personal data breaches.

15.4.8 Responsibility of DIGITALEO

DIGITALEO shall only be liable for damage caused by the processing if it has not complied with the obligations provided for in the GDPR which are specifically incumbent on DIGITALEO or if it has acted outside the lawful instructions of the CUSTOMER.

15.4.9 Data disposition

At the end of the services relating to data processing, DIGITALEO undertakes to return all personal data to the CUSTOMER if the latter so requests, or to return them to the subcontractor designated by the CUSTOMER.

The return must be associated with the destruction of all existing copies in the information systems of DIGITALEO.

15.5 Rental of personal data by DIGITALEO to the CUSTOMER

DIGITALEO rents to the CUSTOMER, at the latter’s request, personal data necessary to provide the SERVICE. In this context, DIGITALEO uses the services of third party companies that rent personal data.

DIGITALEO is responsible for the processing of personal data collected via these leasing companies, in the same way as the CUSTOMER, who is responsible for his own processing.
The nature of the operations carried out on the data are notably the collection, recording, organisation, conservation, extraction, consultation, use, communication by transmission. The persons whose personal data is collected are prospects selected by the third-party companies that rent personal data.

15.5.1 Processing details

PURPOSES OF PROCESSING	LEGAL BASIS FOR DATA COLLECTION	RECIPIENTS OF COLLECTED DATA	RETENTION PERIOD OF DATA COLLECTED BY DIGITALEO
Transmission of information from third-party databases to the CUSTOMER so that it can canvass new prospects. Prospecting for new leads for the CUSTOMER.	Consent collected by database leasing companies	Marketing Department Customer Success Department DIGITALEO’s customers	The duration of the commercial prospecting campaign for which the data was rented.

15.5.2 Personal data processed

The personal data processed are :

• Surname(s), first name(s), title, age, personal phone number, personal e-mail address, town, postcode and department
• Professional phone number, professional email, town, postcode, department of the company, socio-professional category.
• Interests, marital status and number of children, model of car-motorcycle, date of purchase of car-motorcycle, date of first registration of the vehicle, number of rooms in home, surface area of home, type of occupant (owner or tenant), purchase made, frequency of visits to shops, technical information related to vehicles.

15.5.3 Hosting of personal data

The third-party companies renting personal data use service providers with sufficient guarantees for the protection of personal data to host the data concerned. The data is thus hosted in the European Union, or at least in a third country offering sufficient guarantees for the protection of personal data.

15.5.4 Obligations of DIGITALEO

• Rights of persons concerned

DIGITALEO undertakes to respect the rights of the persons whose data is rented and in particular the following rights:

• • Where the processing of their data is based on their consent, the right to withdraw consent at any time.
  • The right to request access to the processed data.
  • The right to request correction or deletion of the data processed.
  • The right to limit the processing of his/her data.
  • The right to object to the processing of his/her data.
  • The right to the portability of his/her data.
  • The right to lodge a complaint with the CNIL.

• Cooperation

DIGITALEO undertakes to cooperate with the CUSTOMER and to help it to meet the requirements relating to the protection of personal data which are incumbent on it by virtue of the legal regulations.

DIGITALEO also undertakes to cooperate with the CUSTOMER so that the rights of the persons concerned stipulated by the regulations can be respected. DIGITALEO undertakes in particular to verify the correct functioning and the effective character of the means allowing the CUSTOMER’s prospects to exercise their right to oppose and/or unsubscribe from the various commercial campaigns initiated by the CUSTOMER via the platform.

Finally, DIGITALEO undertakes to communicate to the CUSTOMER the occurrence of any security breach́ having direct or indirect consequences on the processing, so that the CUSTOMER can fulfil its obligation to notify the National Commission on Data Processing and Liberties (CNIL) and, if necessary, the persons concerned. This communication must be made as soon as possible and no later than forty-eight hours after the discovery of the security breach.

• Confidentiality and security of personal data

DIGITALEO undertakes not to process personal data for its own account, nor to communicate them to a third party who would process them for its own account. DIGITALEO undertakes to take all necessary precautions to preserve the confidentiality and security of personal data and in particular to protect them against any accidental or illicit destruction, accidental loss, alteration, distribution, or access by unauthorised third parties.

DIGITALEO undertakes to respect the following obligations and to ensure that they are respected by its staff:

• • not to take any copy of the personal data entrusted to him, except those necessary for the execution of the present service provided for in the contract and in particular for the purpose of backing up the personal data or to ensure the proper functioning of the services offered by DIGITALEO;
  • not to use the personal data for purposes other than those specified in the present contract;
  • not to divulge these personal data to persons other than the company renting the personal data, whether they are private or public, physical or moral persons;

• Documentation and traceability

DIGITALEO undertakes to document any action relating to the processing of personal data so that the parties to this contract can prove, if necessary, their compliance with the regulations.

15.5.5 Obligations of the CUSTOMER

• Consent of individuals

The CUSTOMER undertakes to allow the persons concerned by the collection of personal data to easily change or withdraw their consent.

• Information from individuals

The CUSTOMER undertakes to inform the persons concerned by the collection of personal data of the purpose of the processing, the details of this processing and their rights over their data (in particular the right of access, opposition, correction, deletion, portability, etc.).

• Security and confidentiality

The CUSTOMER undertakes, in the same way as DIGITALEO, to take all useful precautions to protect the confidentiality and security of personal data and in particular to protect them against any accidental or illicit destruction, accidental loss, alteration, distribution, or access by unauthorised third parties.

• Exercise of personal rights

The CUSTOMER shall fulfil its obligation to comply with requests to exercise the rights of the persons concerned: right of access, correction, deletion and opposition, right to limit processing, right to data portability, right not to be subject to an automated individual decision (including profiling).

• Reporting of personal data breaches. The CUSTOMER is responsible for notifying the competent supervisory authority (the CNIL) of personal data breaches.

15.5.6 Data disposition

At the end of the services relating to data processing, DIGITALEO undertakes to remove all access to the personal data rented by the company renting the personal data.

DIGITALEO commits itself not to keep any copy of the personal data concerned at the end of the services provided by the company renting the personal data.

15.6 Recommendations

In order to respect privacy and in accordance with the recommendations of the CNIL, DIGITALEO recommends that messages be received only during the time slots indicated:

• SMS : 8:00 am / 8:30 pm, except for Sundays and public holidays for commercial SMS,
• Email : no limits,
• Voicemail message : 8:00 am / 8:30 pm, except for Saturdays, Sundays and public holidays for commercial calls.

For messages for which a response is expected, the best times to receive a response are on weekdays (excluding weekends and public holidays):

• 12:00 pm 2:00 pm
• 6:00 pm 8:00 pm

The CUSTOMER acknowledges that DIGITALEO has the right to use its name or company name, its logo and examples of work as a “Customer Reference” for the purposes of communication or commercial promotion.

The contract is concluded for an indefinite period of time, unless otherwise stated in the Special Conditions or for the Services. It may be terminated at any time and without compensation by either party, by notifying the other party by registered letter with acknowledgement of receipt and by giving reasonable notice according to the length of the relationship but which may not be less than three (3) months.

As an exception, the contract may be concluded for a fixed term. During this period, the contract may not be terminated or reimbursed. Each Party therefore undertakes to maintain the Subscription during this period, except in the event of non-performance by the other Party of an obligation imposed on it by the Contract. In such a case, the other party may send a formal notice by registered letter with acknowledgement of receipt, specifying the breach or breaches complained of and asking it to remedy them. If the formal notice remains without effect on the expiry of a period of 10 (ten) days, the party not at fault may terminate the Contract, as of right, without any legal formalities, by registered letter with acknowledgement of receipt, without prejudice to any damages that it may claim from the other party.

Generally speaking, in the event of non-performance by one party of an obligation under the Contract, the other party may send it formal notice, by registered letter with acknowledgement of receipt, specifying the breach(s) complained of and requesting it to remedy the same. In such a case, if the formal notice remains without effect on the expiry of a period of 10 (ten) days, the non-breaching party may terminate the contract, as of right, without any legal formalities, by registered letter with acknowledgement of receipt, without prejudice to any damages that it may claim from the other party.

In the event of either party ceasing to operate, either party shall be free to terminate the Contract. In the event of receivership, liquidation or voluntary cessation of business, the Agreement may also be terminated.

The CUSTOMER’s rights to use the Services shall automatically and immediately terminate on the date of termination of the Contract for any reason whatsoever, and the CUSTOMER shall therefore refrain from using the Identifiers. In this case, the CUSTOMER is not obliged to respect a notice period of 3 months.

DIGITALEO undertakes not to keep the Data after termination of the Contract for any reason whatsoever (with the exception of certain personal Data, the disposition of which is referred to in article 15 of this Contract, as well as for certain Data requiring to be kept for reasons of legal requirements).

The Contract is not assignable or transferable to a third party without prior written agreement from DIGITALEO. Are assimilated to an assignment or a transfer the splits, mergers, absorptions, contributions … and in a general way, all operations tending to a transfer of the right of use in another patrimony.

Any notice given under the Contract shall be addressed to the respective registered offices of the parties, unless it is expressly provided that it may be given online or by electronic means.

The contract is subject to French law. In the event of a dispute relating to the Contract, notably concerning its validity, interpretation, execution, termination or transmission, DIGITALEO and the CUSTOMER will make their best efforts to settle the dispute amicably within a maximum period of sixty days from the receipt of written notification from one of them.