Semji markets application services accessible online of which it is the owner (SaaS services) as well as services (Professional Services). The SaaS services and/or Professional Services offered by Semji are hereafter called “Services”.
The Client wishes to acquire new information technology tools and to use a SaaS service offered by Semji in connection with its business operations.
Semji, in keeping with its obligation to inform and advise its clients, has communicated to the Client a commercial proposal and/or Documentation presenting the Service to the Client, which the Client acknowledges it has read. It is the responsibility of the Client, notably on the basis of this information, to ensure the Services are complementary to its particular needs and constraints. To this end, prior to accepting the Agreement, the Client may ask Semji for any supplementary information and/or to attend a demonstration of the Service, after which point the Client acknowledges that it has been sufficiently informed of the aforementioned products. Any specification or document prepared by the Client indicating any additional requests shall under no circumstances be taken into account by Semji for purposes of the Agreement, except upon Semji’s express consent before execution the Agreement, with the understanding that any agreed-upon specifications or additional requests shall be included as an annex to the Agreement. Any special requests made by the Client to modify the Service to better conform to the Client’s needs can only be performed by Semji in the frame of Professional Services which are not within the scope of the present General Terms and Conditions. The Client acknowledges that the Professional Services proposed by Semji are necessary for the proper use of the Service. It is the responsibility of the Client to assess whether it will use the Professional Services offered by Semji. The present General Terms and Conditions are those indicated on the website https://www.semji.com/gtc/ as they may be modified by Semji.

THE FOLLOWING IS THEREFORE NOW PROVIDED AND AGREED:

CLAUSE 1. DEFINITIONS

For implementation hereof, the terms and expressions identified by a capital letter have the meaning indicated below, whether used in the singular or plural.

Acceptable Use Policy: Means the document describing the rules of use that apply to the SaaS Service. The Acceptable Use Policy is subject to change in accordance with the “20.1. Amendments” clause and the latest version is available at any time on https://www.semji.com/gtc/ or at any other website address provided by Semji.

Agreement: Means a set of documents including or incorporating by reference the Order Form, the SEPA Mandate (if applicable and issued), the present General Terms and Conditions, as well as the Terms of SaaS Service, the Acceptable Use Policy, the Technical Prerequisites and the Personal Data Protection Policy.
These terms and conditions, the Terms of SaaS Service, the Acceptable Use Policy, the Technical Prerequisites and the Personal Data Protection Policy can be consulted and downloaded from the Semji website (https://www.semji.com/gtc/) and may also be sent to the Client upon request. Semji recommends that the Client read these terms and conditions, the Terms of SaaS Service, the Acceptable Use Policy, the Technical Prerequisites and the Personal Data Protection Policy, by using this latter means of access, which is permanently available.
The order of priority between the contract documents is, in descending order:

The Order Form;
The Terms of SaaS Service;
The Acceptable Use Policy;
The Technical Prerequisites;
The Personal Data Protection Policy;
The General Terms and Conditions;
The Commercial Proposal.

Client: Means the entity or individual who is identified as such in the Order Form or online order and who is entering into the Order Form or online order for its or his business or professional purposes.

Client Data: Means information and data (including Personal Data), of which the Client is the owner and/or controller and that the Client enters, fills in, transmits, collects, stores and or processes in connection with performance of the Agreement.

Documentation: Means the information made available by Semji describing the methods for use of the SaaS Service, in the form of user documentation accompanying the SaaS Service and/or online help at https://help.semji.com/.

Effective Date: Means the date that the Agreement comes into effect, as indicated on the Order Form. For Online Orders, means the date of the conclusion of the Online Order.

Extended Service Period: Shall have the meaning given in Clause ‘Effective Date – Term’.

Initial Service Period: Shall have the meaning given in Clause ‘Effective Date – Term’.

Online Order: Means an order placed online on https://semji.com for a SaaS or Professional Service offer, the description and prices of which appear on https://semji.com.

Personal Data: Means any information relating to an identified or identifiable natural person as defined in more detail in the General Data Protection Regulation ((EU) 2016/679) (“Applicable Regulations”), that Client processes in connection with the performance of the Agreement.

Portal: Means the web services portal which Semji makes available to its clients. The Portal is accessible at the address https://semji.com or any other website address, as communicated by Semji.

Professional Services: Means the Semji professional services to implement or enhance the SaaS Service offered by Semji (analysis, configuration, training, SEO services, etc.).

SaaS Service: Means the standard application functionalities delivered online, as well as Updates and Support, invoiced as a subscription and/or on a usage basis. The SaaS Service is intended for professional use.

Subsidiary: Means an entity controlled by the Client, “control” meaning the direct or beneficial ownership of fifty percent (50%) or more of the entity’s voting securities. By exception, entities directly or indirectly (through intermediaries) operating a business that competes with Semji shall not be regarded as Subsidiaries.

Support: Means assistance to the Client in case of failure of the SaaS Service to operate in all material aspects in accordance with the Documentation as specified in the Terms of SaaS Service.

Technical Prerequisites: Means the latest version of the list of characteristics of the hardware and computer devices of the Client recommended by Semji which must be implemented and complied with by the Client to access and use the SaaS Service. The Technical Prerequisites may be amended by Semji from time to time and the latest updated version will be available on Semji’s website, which is permanently accessible at: https://www.semji.com/gtc/ or at any other website address that Semji will communicate to Client. It is the Client’s responsibility to upgrade its User Workstations according to any modifications made to the Technical Prerequisites.

Term: Means the Initial Service Period and any Extended Service Period.

Terms of SaaS Service: Means the document describing the specific conditions related to content, limitations, term, Support and performance applicable to the SaaS Service. The Terms of SaaS Service may be updated pursuant to Clause “20.1.Amendments” and the latest version is accessible at all times on Semji website https://www.semji.com/gtc/ or any other website address notified by Semji.

Updates: Means modifications, adaptations and error corrections made in Semji’s sole discretion to the existing standard application functionalities accessible as part of the SaaS Service, excluding adaptations and modifications requiring a re-write of a substantial portion of the existing standard application services. The Updates are provided according to the Terms of SaaS Service.

User: Means, under the Client’s responsibility, any natural person authorized by the Client to use the SaaS Service, as further defined below in Clause “Right of Access”.

User Workstation: Means the hardware and information technology equipment of the Client allowing it to access the SaaS Service. The User Workstation must comply with the Technical Prerequisites.

CLAUSE 2. ACCEPTANCE OF THE AGREEMENT – PURPOSE

2.1. Acceptance of the Agreement

The Client is deemed to have read the Agreement as defined in Clause “Definitions,” and to have duly accepted it without reservation. The Agreement is deemed accepted by the Client upon the latter’s execution of the Order Form and/or of the direct debit authorization in printed form or when the Client concludes an Online Order making reference to these terms and conditions and acknowledging acceptance of the entire Agreement.
Any modification of these General Terms and Conditions must be duly accepted and signed by the Parties, failing which, any amendment or alteration made on the pre-printed part of the Agreement (i.e., “Order Form,” Order Form) shall be deemed null and void and without effect.
The Agreement may be accepted by the Client remotely, and the Client acknowledges that faxes bearing the signature of one of the Client’s duly authorized representatives that are received by Semji constitute evidence of a valid contract and can be enforced by Semji accordingly. Electronic acceptance of the Agreement has the same probative value between the Parties as a printed agreement. The computerized records stored in the Parties’ archives shall be stored in accordance with reasonable security measures and shall be deemed valid proof of the communications between the Parties. The archiving of contractual documents is made on a reliable, durable support medium which can be validly produced as evidence.

2.2. Purpose

The purpose of this document is to define the terms and conditions under which Semji will provide to the Client the Service referred to in the Agreement.

CLAUSE 3. EFFECTIVE DATE – TERM

The Order Form or the Online Order shall indicate the duration and Effective Date specific to the provision of the Services selected by the Client. Otherwise, the contract shall be effective as of the date of signature of the Purchase Order or the date the Online Order is concluded for the duration necessary to perform the Services concerned.

Except as stated otherwise in the Order Form, the Service is concluded for an initial service period of twelve (12) months, commencing on Effective Date (Initial Service Period). Unless terminated earlier in accordance with Clause “Termination”, the Service will automatically extend for twelve (12) months (Extended Service Period) at the end of the Initial Service Period and at the end of each Extended Service Period. Either Party may give written notice by registered mail to the other Party, not later than two (2) months before the end of the Initial Service Period or the relevant Extended Service Period (the “Notice Period”), to terminate this Agreement at the end of the Initial Service Term or the relevant Extended Service Term, as the case may be.
Activation of a supplementary optional service in the course of provision of the Service will not modify the Term.
PROVISIONS CONCERNING THE SERVICE

CLAUSE 4. SCOPE OF THE SERVICE

The list of standard application functionalities accessible as part of the SaaS Service as ordered by the Client and/or the list of Professional Services is specified in the Order Form or the Online Order.

CLAUSE 5. RIGHT OF ACCESS TO THE SaaS SERVICE

5.1. Right of access

Semji, subject to the provisions of the Agreement and the Client’s payment in full of the subscription fees provided in the Order Form or the Online Order, grants to the Client a non-exclusive, non-transferable, non-sublicensable right to permit the Users to use the SaaS Service and the Documentation during the Term for the Client’s internal business operations. This right to use the SaaS Service is limited, depending on the offers:

to a certain number of named Users (i.e. Users having a user name and a personal password); and/or
to any other work units expressed in the form of quantities, thresholds or caps;

as defined in the Order Form, the Online Order or in the Terms of SaaS Service.
Client’s Subsidiaries may use the SaaS Service provided by Semji to the Client under the Agreement under the same conditions as the Client. The Client must give notice of the contents of the Agreement to its Subsidiaries that wish to use the SaaS Service. The Client shall ensure that its Subsidiaries comply with all obligations under the Agreement and, in particular, that they will use the SaaS Service in compliance with the terms of the Agreement; their use shall not exceed the limits or thresholds fixed in the Order Form or the Online Order. The Client represents and warrants that its Subsidiaries will comply with the provisions of the Agreement, and any breach of the Agreement by its Subsidiaries will be deemed a breach by the Client. In the event of non compliance with any of the provisions of the Agreement by one of the Client’s Subsidiaries, Semji may directly contact the Client to obtain compensation without any requirement for a formal notice to the Subsidiary concerned.
Any Subsidiary that for any reason ceases to be a Subsidiary as defined hereinabove shall immediately and automatically forfeit its right to use and access the SaaS Service and/or to benefit from the SaaS Services under the Agreement. A right to access the SaaS Service may be granted to such a company subject to execution of a SaaS agreement with Semji that, among other things, provides the financial conditions for the supply of the SaaS Service.

5.2. Intellectual property

The Client acknowledges and agrees that Semji and/or its licensors own all intellectual property rights in the Service and the Documentation. Semji shall retain all rights, including the right to make corrections, to the Service. Any request dealing with the interoperability of the Service with any third party tool, including third-party tools under open source license, shall be submitted to Semji via registered mail.
This Agreement does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Service or the Documentation.
This Agreement does not confer on the Client any property rights concerning the Service, its technology or the intellectual property rights of Semji or a third party. The Client shall not cause any damage whatsoever to the Service or notably use the Service other than for its intended purpose according to the conditions in the Agreement. Consequently, the Client shall refrain from any reverse engineering of the Service with a view to creating a competing product or Service and/or copying or reproducing any functionalities, functions or graphic attributes of the Service. The Client:

undertakes to solely use the Service in conformity to its Documentation for the sole purposes of its professional activity;
is solely liable for the contents published and/or downloaded via the Services and is solely liable for the nature, content, accuracy, integrity and legality of the Client Data sent to Semji in the frame of the Service and for the resulting operations. In particular, considering the authorized use of the Service by the Client, the latter shall refrain from sending or storing non-professional data and more generally any data which is unlawful, obscene, defamatory, or illegal data or data violating third party rights, protection of children or other privacy rights;
undertakes to refrain from distributing the Service, making it available to third parties or leasing it unless otherwise specified in the corresponding Order Form;
undertakes not to distort or interfere with the integrity or implementation of the Service or the data it contains;
undertakes not to seek to obtain unauthorized access to the Service or systems or networks associated with it.

The Client retains all ownership and intellectual property rights to its content, including that generated through the generative artificial intelligence features provided by the Service.

CLAUSE 6. CONDITIONS OF EXECUTION OF THE SaaS SERVICE

6.1. Supply of the Saas Service

Semji agrees to use reasonable skill and care in supplying the SaaS Service as provided by the Terms of SaaS Service, which specifies among other things the content, limitations, term, associated procedures and methods for establishing Updates and Support.

6.2. Responsibilities of the Client

The SaaS Service shall be used by the Client under its sole control, direction and responsibility. The Client shall act as guarantor for compliance by Users, Subsidiaries and their Users under this Agreement. Without limiting the foregoing, the Client is responsible for:

adopting and maintaining procedures and measures to protect its User Workstations, hardware, software, and passwords, including against any virus or intrusion;
compliance with the latest updated version of the Technical Prerequisites;
selecting, obtaining and maintaining all required internet access and telecommunications;
being, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Semji’s datacenters, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet;
appointment, among its personnel, of a preferred contact for Semji acting as SaaS administrator for the Client, for the SaaS Service, and including concerning security issues;
use of login or access codes sent to it by Semji on execution of the SaaS Service. It shall ensure that no unauthorized person has access to the SaaS Service; and
errors committed by its personnel and Users while connected to or using the SaaS Service, notably concerning internet access and browsing.

Semji disclaims all liability for the quality and electronic transmission of data using telecommunications networks and more generally the quality and reliability of the internet connection between the Client’s User Workstations and the SaaS Service access point. In addition, Semji shall not be responsible for accidental destruction of the Client’s data by the Client or a third party accessing the SaaS Service without any fault of Semji.
Semji reserves the right to charge the Client for any time Semji must spend to research the causes of any incidents arising from acts other than (i) those committed by Semji or (ii) that have resulted from the SaaS Services that Semji provides.

6.3. Exclusions from the SaaS Service

The following are excluded from the SaaS Service:

any services relating to installation and satisfactory functioning of the User Workstation and the Client’s infrastructure (telecommunications, networks, security equipment) allowing the Client to access and use the Service;
resolutions of problems caused by error or incorrect operation by Users;
Professional Services.

6.4. Warranty

Semji warrants that the SaaS Service will conform in all material respects to its Documentation.
Semji does not warrant that the SaaS Service is exempt from any defect, but shall use reasonable endeavours to remedy with all reasonable possible diligence any reproducible errors in the SaaS Service observed with reference to the Documentation.
The warranty of conformity for the SaaS Service is expressly limited to its conformity to the Documentation and shall not be extended to a warranty of conformity to the specific needs or specific activity of a Client. Semji does not warrant the capability of the SaaS Service to achieve the objectives or results which the Client has set and/or execute specific tasks which may have been the reasons for its decision to conclude this Agreement. The Client, or any representative appointed by the Client, is therefore responsible for ensuring that the SaaS Service is appropriate for its needs or the specific activity in the territory where the SaaS Service is used.
To the extent legally permitted, any other warranties other than those set out in this Clause are expressly excluded.

6.5. Development of the SaaS Services

Semji will remain solely responsible for the development of the SaaS Service notably regarding technological developments. Semji without constraint, may design, organize and size the SaaS Service, modify it and upgrade it if necessary with partners and suppliers of its choice without the prior written consent of the Client, provided this does not reduce Semji’s undertakings in the Terms of SaaS Service.

6.6. Upgrades

The Client acknowledges that search engine changes may, at any time, render the standard application functionalities accessible as part of the SaaS Service out of date. Semji, as part of the SaaS Service, will update the standard application functionalities accessible as part of the SaaS Service so it satisfies the new search engine changes provided the updates do not require re-writing a significant proportion of the existing standard application functionalities.
The Client also acknowledges that advances in technology, changes in legislation and changes in the requests of clientele may result in Semji updating the SaaS Service, which may result in upgrading the Technical Prerequisites, for which Semji disclaims all liability.

6.7. Beta services

Semji may offer services identified as beta (“Beta Services”). Beta Services: (a) are provided only for evaluation purposes; (b) may not be supported; and (c) may be subject to specific conditions of access or use. Semji may at any time (a) discontinue Beta Services in its sole discretion (b) change specific conditions of access or use of Beta Services and (c) transfer a Beta Service to the SaaS Service by unilaterally setting the pricing, usage and limit conditions in the Terms of SaaS Service. ALL BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. BETA SERVICES MAY BE TERMINATED AT ANY TIME. SEMJI DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA SERVICE, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO SUBSCRIBER DATA. ANY CONFIGURATIONS OR SUBSCRIBER DATA ENTERED INTO BETA SERVICES, AND ANY CUSTOMIZATIONS MADE TO BETA SERVICES BY OR FOR SUBSCRIBER, MAY BE PERMANENTLY LOST IF THE BETA SERVICES ARE SUSPENDED, TERMINATED, OR DISCONTINUED.

CLAUSE 7. CONDITIONS OF EXECUTION OF THE PROFESSIONAL SERVICES

The conditions under which the Services are provided by Semji as well as the deadlines and the planning for their execution are defined in the Commercial Proposal and the Order Form.
It is expressly agreed between the parties that the time frames for the provision of the Services are indicative. The execution of the planning by Semji is subject to the Client’s compliance with the deadlines for the provision of data, validation and acceptance. The Client expressly agrees to use the products provided in accordance with all the contractual documents and in particular to comply with the Specifications, limits, technical constraints and standards as defined in all the contractual documents.

CLAUSE 8. CLIENT DATA

8.1. Personal Data

Provisions pertaining to protection of Personal Data are inserted in the document “Personal Data Protection Policy” permanently accessible on the Semji website https://www.semji.com/gtc/ or any other website address notified by Semji.

8.2. Client Data Location

Unless otherwise provided in the Terms of SaaS Service, the Client Data is localized at one or more sites in the European Union.

8.3. Return of Client Data

Upon expiry or on termination of the Agreement, access to the SaaS Service is closed on the last day of the Service. The Client shall, before that date, retrieve accessible Client Data using the SaaS Service functionalities.

8.4. Use of Client Data

During the term of the Agreement, Semji may use Client Data and information obtained from the use of the SaaS Service in accordance with applicable laws and regulations.

8.5. Use of statistical information

Semji may use Client Data (i) to compile statistical data and other information related to the performance, operation and use of the Services, and (ii) to use data from the Services environment in aggregate form for security and operations management, to create statistical analysis and to conduct research for development purposes (clauses i and ii are collectively referred to as the “Analytic Services”).
Semji may publish Analytic Services studies, provided they do not identify the Client’s Confidential Information and do not include any Personal Data. Semji shall retain all intellectual property rights over the results of such Analytic Services.

CLAUSE 9. SECURITY OF THE SERVICE

9.1. Management of security

Semji shall implement state of the art technical measures to ensure physical and logical security of the servers and networks under its responsibility and control. Each Party will promptly notify the other Party on becoming aware of any fact likely to constitute an attack on the physical or logical security of the environment of the other Party (e.g. attempted intrusion).

9.2. Security of standard application functionalities

Semji shall implement the measures necessary to prevent access to the SaaS Service and Client Data, except to persons authorized by Semji and persons authorized by the Client.

9.3. Security of connections

To ensure confidentiality of data transiting between the User Workstation and the SaaS Service access point, all connections are secure. The flow of data, using non-secure telecommunications network uses acknowledged security protocols, for example HTTPS or SFTP (based on Secure Shell – SSH).

9.4. Security of Client Data

Semji shall implement state of the art measures to preserve the security of Client Data and prevent unauthorized modification, loss or disclosure, including by:

adopting all useful measures according to state of the art to avoid any fraudulent use or misappropriation of Client Data;
refraining from making copies of documents and media containing Client Data entrusted to it, except those strictly necessary for provision of the SaaS Service;
respecting confidentiality and refraining from disclosing Client Data to other persons, whether private or public, legal or natural, except to the extent disclosure is required by law or a competent administrative or judicial authority, or is necessary in connection with a judicial action pursuant to Clauses “Amicable Disputes Resolution” and “Applicable Law and Jurisdiction”.

Semji shall ensure logical separation between Client Data and the data of other clients. Provisions pertaining to security of Personal Data are described in the document Personal Data Protection Policy.
FINANCIAL PROVISIONS

CLAUSE 10. PRICES AND INVOICES

10.1. Prices

The prices of Services are indicated in the Order Form. All prices listed are exclusive of VAT and all other charges, taxes, duties or fees payable by the Client under the regulations in force on the date that Semji’s invoice is issued to the Client and which shall remain the Client’s sole responsibility.

10.2. Invoices

Semji reserves the right to issue invoices electronically.
By default, Professional Services without subscription are invoiced in full upon signature of the Order Form and Services with subscription are invoiced annually in advance. Specific invoicing terms for Services are defined in the Order Form, if applicable.
For subscription invoicing, in the case of monthly (respectively quarterly) invoicing, the first month (respectively quarter) subscription is invoiced on the Service Effective Date, the amount being calculated on a pro rata basis for the duration from the Effective Date to the end of the last day of the month (respectively quarter) that follows.
In the event that the Client fails to comply with its obligations and does not allow Semji to perform all or part of its Services, the subscription fee will remain payable by the Client.
It is specified that Semji will not be required to perform its services after the effective date of termination.
In the event of termination by the Client during the Initial Service Period, the Client will remain obligated to pay all sums due until the end of the Initial Service Period.
In the case of orders for Services with different billing periods, Semji reserves the right to apply the same billing period to all Services. It is hereby specified that this billing frequency will be the one applied to the Service(s) representing the major part of the total amount of the Services.
In cases where a Client has ordered severals Services with Semji and two or more have different invoice periods, Semji reserves the right to invoice all Services together with a uniform invoicing period, with the understanding that the uniform invoicing period shall correspond with the invoicing period of the Service(s) with the highest payment amount.

10.3. Price revision

With the exception of Online Orders, prices are reviewed annually according to the following formula:
P(t) = P (t-1) x [ (S(t) / S(t-1) ], in which :

P(t-1) is the base price or the price corresponding to the last revision;
P(t) is the price after revision;
S(t-1) is the last French “Syntec index” known at the date of signature;
S(t) is the French “Syntec index” published on the date of signature of the contract where the index corresponds to the date of the last revision.

The value and date of the original index are specified in the purchase orders.
IN THE EVENT OF THE DISAPPEARANCE OF THE REVISION INDEX AND IN THE ABSENCE OF AGREEMENT ON A NEW INDEX, THE PRESIDENT OF THE COMMERCIAL COURT OF LYON IS EXPRESSLY EMPOWERED TO DEFINE AN INDEX THAT WILL BE INCLUDED IN THE REVISION FORMULA.
This index should be chosen in such a way that it is as close as possible to the disappeared index and respects the spirit that the parties intended to define when establishing this revision clause.
On the other hand, the Client acknowledges that Semji reserves the right to change, on the anniversary date of the contract, all or part of the price components of the Services, in particular due to changes in functionality.
In this case, the new pricing policy will be notified to the Client by post and/or information on the Client’s portal and/or any other appropriate means at least 30 days before the Notice Period. If the Client does not accept the new prices for the Services, he/she is free to terminate the Contract in accordance with the terms of Article 3.

CLAUSE 11. PAYMENT

11.1. Payment

11.1.1 Online Orders

Semji’s invoices for the Service will be paid online by the Client at the time of the conclusion of the Online Order and at each renewal anniversary of the Services subscribed to.

11.1.2. All other orders

Any invoices due to Semji in relation to any Services shall be paid by the Client by bank transfer without discount within thirty (30) days of the invoice’s issuance.
In case of monthly billing, the Client agrees to provide its bank details (IBAN and BIC) and to complete the SEPA Mandate in paper or electronic form at the latest at the Service Effective Date. If, 10 days after the Service Effective Date, the Client has not provided the signed SEPA Mandate, Semji will be entitled to suspend or limit the Service until the Client has provided the SEPA Mandate to which he has committed. This suspension or limitation does not suspend Semji’s billing of the Client.
Payments will be made by direct debit without discount within seven (7) days of the date of the invoice. If the Client successively signs several contracts and pay Semji by direct debit each time a payment is due, the Client shall thereby accept that each of the contracts will be regulated by a single direct debit mandate, of which the amount may vary, in light of the addition and termination of other contracts over time.

11.2. Client custom

Should the Client wish Semji to comply with any of the Client’s particular methods concerning the payment of invoices issued under the Agreement (for example, the inclusion of a particular reference on each invoice or the implementation of a particular communication process with respect to such invoices, etc.), the Client must notify Semji of such particularities before execution of the Agreement so that Semji can take such requests into account and potentially include such particular provisions into specific terms and conditions to the Agreement. Failure on the Client’s part to provide such notice to Semji before execution shall under no circumstances constitute grounds for non-payment or delay in payment by the Client of any invoices due Semji.

11.3. Payment default

11.3.1 Online orders

In the event that the Client fails to pay the price agreed between the Parties, and without prejudice to any other remedy that Semji may take against the Client to obtain compensation for the damage suffered as a result of this failure, Semji reserves the right, three (3) days after sending a formal notice to pay, in the form of an email and/or a message in the Client’s portal, which has remained partially or totally ineffective, to suspend the Service and any services in progress until full payment of all sums owed; and/or to terminate by operation of law, in accordance with the article “Termination”, the current Contract without the need for a new formal notice.

11.3.2 All other orders

Should the Client default on its obligation to pay the price agreed between the Parties, Semji reserves the right fifteen (15) days after sending notice formally demanding payment via email (and provided that the Client makes no payment or only a partial payment after receipt of such formal demand), to immediately suspend the Client’s right to access the Service and any other existing services until payment of the full amount due is remitted, and/or to terminate the Agreement as of right without any need for any further formal notice, without prejudice to any other recourse which Semji may have against the Client to obtain compensation for the loss suffered by the default.
Moreover, Semji may invoice interest for late payments equal to 1% monthly rate from time to time without any prior reminder or formal notice being necessary. The interest will be calculated per day of delay from the due date until payment of the overdue sum, including interest, whether before or after judgement. If the Client fails to make a payment due to Semji under this Agreement, the Client shall also pay Semji, as liquidated damages, forty euros (€40) for the collection costs incurred by Semji. The Parties confirm that these liquidated damages are reasonable and proportionate to protect Semji’s interest in collecting the overdue amount.
Non-payment by the Client of an invoice that is due shall entitle Semji to require payment of all other outstanding invoices, even if they are not yet due.
All fees following the bank’s rejection of the Client’s payment shall remain the financial responsibility of the latter. In case of rejection of a SEPA direct debit, the Client will be charged a handling fee of fifty euros (50€) for each rejection.

11.4. General

Semji reserves the right to decide how partial payments made by the Client are deducted from amounts due to Semji. The Client shall refrain from any set-off with amounts which may be due to it from Semji under the Agreement, or any other agreement which may exist between the Parties, without the prior written agreement of Semji.
GENERAL PROVISIONS

CLAUSE 12. COOPERATION

Satisfactory performance of the Agreement and proper provision of the Service requires active and continuing cooperation in good faith between the Parties. Consequently, each of the Parties undertakes to:

actively commit to fulfillment of its obligations under the Agreement;
refrain from any conduct which could affect and/or hinder fulfillment of the other Party’s obligations;
provide by a mutually agreed-upon date, all information and documents necessary for implementation of the Agreement;
alert the other as quickly as possible in the case of difficulty and agree on deploying the best possible solution as promptly as possible.

The Parties shall meet as frequently as necessary to ensure satisfactory conduct of the Agreement and more particularly to verify the correct and proper provision of the Service.
Specifically, it is the Client’s responsibility to send Semji all information concerning the Client that is necessary for the proper provision of the Services provided and to inform Semji of any difficulties of which it may become aware or which its knowledge of its field of activity enable it to foresee as the Services are implemented.
In addition, the Client will retain competent, qualified and trained Users throughout the entire duration of implementation of the Agreement.

CLAUSE 13. INDEMNITY – LIABILITY – INSURANCE

13.1. Indemnity

The Client shall defend, indemnify and hold harmless Semji against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s use of the Services and/or Documentation, provided that:

the Client is given prompt notice of any such claim;
Semji provides reasonable co-operation to the Client in the defense and settlement of such claim, at the Client’s expense; and
the Client is given sole authority to defend or settle the claim.

13.2. Liability

For the performance of all its obligations, and taking into account the state of the art in use in its profession, Semji, which undertakes to take all possible care in the performance of its obligations, is subject to an obligation of means (obligation de moyens) as defined under French law, meaning that Semji shall use reasonable endeavors to perform the agreement.
Semji may be held liable only for direct and foreseeable damage incurred by the Client under the conditions of the general law. Semji shall not be held liable for indirect damage including, but not limited to, loss of data, time, profits, turnover, margins, orders, Clients, business actions, as well as damage to brand image, loss of expected results and third party action.
Semji’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total fees paid by the Client for the Services during the six (6) months immediately preceding the date on which the claim arose.
The Parties acknowledge that the prices in the Agreement reflect the distribution of risks under the Agreement and the economic balance sought by the Parties, and that the Agreement would not have been concluded under these conditions without the liability limitations defined herein. The Parties expressly agree that the foregoing liability limitations shall survive nullity, cancellation, termination of the Agreement.
Semji shall in no event be liable if the Client has not itself complied with all its obligations as provided in these general terms and conditions and/or the specific terms and conditions.

13.3. Insurance

Semji undertakes to maintain in force a professional indemnity insurance policy covering damages which may occur during performance of the Agreement.

CLAUSE 14. TERMINATION

14.1. Termination of the Agreement for material breach

Each Party may terminate the Agreement as of right for cause if the other Party commits a material breach of its obligations under this Agreement without prejudice to any other rights and remedies available to Semji. Termination of the Agreement shall take effect three (3) months after receipt by the other Party of a notice by registered mail detailing the breach, unless the other Party proves it has remedied the breach before the end of the notice period.

14.2. Termination of the Agreement for breach of the availability rate

The Client may terminate the Agreement for cause if the Service, for a period of three (3) consecutive months, fails to meet the availability rate as indicated in the Terms of SaaS Service, without prejudice to any other rights and remedies available to the Client under the Agreement. Termination of the Agreement shall take effect three (3) months after receipt by Semji of a registered mail detailing the breach, unless Semji proves it has remedied the breach before the end of the notice period.

14.3. Termination of the Agreement by the Client pursuant to the Clause 20.1. Amendments

The Client may terminate the Agreement by sending a notice via registered mail to Semji if Semji amends documents pursuant to Clause 20.1. Amendments and in a manner materially reducing Semji’s obligations as regards to availability rates, management of backups and access conditions to Support. Neither Party shall be liable to the other because of such termination.
The Client’s notice under this Clause will refer to this Clause and be sent by the Client to Semji within one month of notification by Semji of the amendment. Termination of the Agreement shall take effect three (3) months after the date of the Client’s notice in order to allow the Client time to arrange an alternative solution.

14.4. Effect of termination

In the event of termination, the Client shall cease to use the Service from the day of termination of the Agreement. In addition, the Client will owe Semji, in addition to the unpaid invoices at the date of termination, an indemnity corresponding to the totality of the fees remaining to be invoiced for the Service up to the contractual due date. This fee will be invoiced on the date of termination of the Agreement.
The provisions of Clause “Return of Client Data” shall then apply.

CLAUSE 15. FORCE MAJEURE

Neither Party shall be responsible for a breach of any of its contractual obligations if it was prevented from fulfilling said obligations by a Force Majeure Event.
Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary license or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and interruption or failure of utility service, telecommunication services and telecommunication networks (other than by companies in the same group as the party seeking to rely on this clause).
In these cases, the Party invoking the Force Majeure Event shall notify the other Party by registered mail as promptly as possible of the occurrence of such event and the necessary extension of the deadlines for fulfillment of its obligations.
If the impediment is temporary, fulfillment of the obligation is suspended until the Party invoking the Force Majeure Event is no longer impeded by such Force Majeure Event. The Party invoking the Force Majeure Event shall keep the other Party informed and undertakes to make every effort to limit the duration of the suspension. If the suspension continues beyond three (3) months, either of the Parties may terminate the Agreement without liability by notice to the other Party by registered mail.
If the impediment is permanent, the Agreement is terminated as of right and the Parties are discharged of their obligations.
In the event of termination of the Agreement for a Force Majeure Event, Semji undertakes to deploy the resources available to it to retrieve a maximum amount of Client Data.

CLAUSE 16. CONFIDENTIALITY

All documents, all data (including Client Data), all deliverables and/or all know-how whether covered or not by intellectual property laws, irrespective of their form or nature (commercial, industrial, technical, financial, etc.), disclosed by one Party (the “Disclosing Party”) to the other Party (the “Recipient”), or of which they have knowledge during implementation of the Agreement, including without limitation the terms of the Agreement, shall be considered confidential (hereinafter the “Confidential Information” ).
Confidential Information does not include information which (i) was in the possession of the Recipient prior to its disclosure by the Disclosing Party provided said possession was not the direct or indirect result of unauthorized disclosure of the information by a third party, (ii) is public on the date of acceptance of the Agreement, or which is made public after said date, provided it is not made public due to breach by the Recipient of its confidentiality obligations under the Agreement, or (iii) is regularly and legally acquired independently of the Agreement by the Recipient.
The Recipient will refrain from using the Disclosing Party’s Confidential Information other than for the purpose of implementing the Agreement, to protect the Disclosing Party’s Confidential Information and not to disclose it to third parties other than its employees, Subsidiaries and subcontractors who have a need to know for the purposes of the Agreement, without the prior written consent of the Disclosing Party. The Parties will adopt all necessary measures to ensure that their employees, Subsidiaries and subcontractors with access to Confidential Information are aware of the confidential nature of the Confidential Information communicated and that they comply with the obligations in this Clause.
Notwithstanding the foregoing, the Recipient may disclose the Disclosing Party’s Confidential Information as required by the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the Recipient, unless prohibited by law, will provide the Disclosing Party sufficient notice to allow the Disclosing Party to seek a protective order or similar relief. The Recipient will limit disclosure under this paragraph to the portion of the Disclosing Party’s Confidential Information it reasonably believes it is required to disclose.
Before a Party discloses any Confidential Information pursuant to this Clause it shall, to the extent permitted by law, use all reasonable endeavours to give the other Party as much notice of this disclosure as possible. If a Party is unable to inform the other Party before Confidential Information is disclosed pursuant to this Clause it shall, to the extent permitted by law, inform the other Party of the full circumstances of the disclosure and the information that has been disclosed as soon as reasonably practicable after such disclosure has been made.
Any violation of the undertakings in this Clause by the Recipient will constitute a material breach of its obligations for which the Recipient shall be fully liable and shall indemnify the Disclosing Party for the loss suffered.
The Parties undertake to comply with the obligations under this Clause throughout the entire term of the Agreement and for a period of five (5) years after termination or expiration of the Agreement.
In this regard, once the Agreement has expired or is terminated, each Party shall return to the other Party all documents containing Confidential Information, or warrant to the other Party the destruction of all Confidential Information in its possession. Under no circumstances may a copy of documents containing Confidential Information be retained by a Party, except by exceptional and written agreement of the other Party.

CLAUSE 17. SUBCONTRACTING

The Client accepts that Semji may freely, without prior formality, subcontract all or some of its obligations under the Agreement. In the event of subcontracting, Semji shall remain solely responsible for compliance by subcontractors with the obligations imposed by the Agreement.
The Parties agree that provisions pertaining to sub-processors are described in the document Personal Data Protection Policy.

CLAUSE 18. ASSIGNMENT

The Agreement, including the rights and obligations provided thereto, may be assigned by the Client, whether in whole or in part, for consideration or otherwise, subject to prior written consent of Semji.
Semji may assign, mortgage, charge, subcontract, delegate, declare a trust over, freely transfer, or deal in any other manner the Agreement by giving notice, including the rights and obligations provided thereto, without formalities. Upon written notice of the assignment to the Client, Semji shall be discharged of any obligations under the Agreement and shall not be held jointly and severally liable for implementation of the Agreement by the assignee.

CLAUSE 19. REGULATIONS

19.1. Social Regulations

Semji undertakes to apply all legal and regulatory provisions incumbent on it concerning labor law and social security legislation, and in particular to provide the Client, upon request, with all certificates the Client is entitled to request. Semji’s employees shall remain Semji’s employees at all times. Semji’s employees fulfill their functions, under the management, supervision and responsibility of Semji, which shall be responsible throughout the term of the Agreement, for their administrative, accounting and social management.

19.2. Compliance

The Client represents that it shall not, and shall not permit any of its Subsidiaries or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents, to engage in any activity, practice or conduct which would constitute an offence under ethics, anti-bribery and anti-corruption applicable laws and regulations including without limitation the OECD Convention, the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act 2010 (Bribery Act).
The Client notably represents that it shall not use any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, made, offered or authorized any unlawful payment to foreign or domestic government officials or employees, whether directly or indirectly, or made, offered or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly.
Should the Client become aware of a breach of this Clause, the Client shall notify Semji within twenty four (24) hours on becoming aware of such breach.

CLAUSE 20. MISCELLANEOUS PROVISIONS

20.1. Amendments

Semji may amend the Terms of SaaS Service”, “Acceptable Use Policy”, “Technical Prerequisites”, “Personal Data Protection Policy” as well as the “General Terms and Conditions” on one (1) month’s prior notice to Client by mail or email to its SaaS administrators or by posting information on the Portal and/or any other appropriate means.
At the end of one (1) month notice period, if the Client has not terminated the Agreement as permitted by Clause Termination of the Agreement by the Client pursuant to the Clause 20.1. Amendments, the Client will be deemed to have accepted the amended documents.
Notwithstanding the foregoing, Semji may amend, without prior notice, the “Terms of SaaS Service”, “Acceptable Use Policy”, “Technical Prerequisites”, “Personal Data Protection Policy” as well as the “General Terms and Conditions” to comply with any law or regulation. In such a case, Semji will make every effort to notify the Client of the amendment within a reasonable timeframe.
Semji may amend the Documentation without prior notice. The latest version of the “Documentation”, the “Terms of SaaS Service”, “Acceptable Use Policy”, “Technical Prerequisites”, “Personal Data Protection Policy” as well as the “General Terms and Conditions” shall be permanently accessible on the Semji website https://www.semji.com/gtc/ or any other website address notified by Semji.

20.2. Independence of the Parties

The Parties are and will act as independent contractors. Nothing in the Agreement may be construed or implied to create an agency, association, partnership or joint venture. At no time will either Party make any commitments or incur any charge or expense for or in the name of the other.

20.3. Entire Agreement

The Parties acknowledge that the Agreement and all other terms and conditions incorporated by reference herein, contains all the terms agreed between the Parties concerning the subject matter of the Agreement, and replace all prior, whether verbal or written, undertakings concluded between the Parties concerning the subject matter hereof. The Agreement prevails over any other document, including any general terms and conditions of purchase of the Client.

20.4. Unpredictability

The Parties have assessed the risks associated with the performance of the Agreement, which they accept, and waive any re-negotiation of the terms whatever the circumstances.

20.5. Headings

The headings of the Agreement are inserted solely to facilitate reading of the contractual documents. Should the heading of a paragraph or a Clause in a contractual document distort understanding of the text, the text of the paragraph or Clause alone shall be considered and not its heading.

20.6. Severability

If any provision of the Agreement or its application to any person or circumstances is to any extent invalid or unenforceable, the remainder of the Agreement, or the application thereof to any person or circumstances other than those as to which it is invalid or unenforceable, will not be affected, and each provision of the Agreement will be valid and enforced to the fullest extent of the law.

20.7. Non-waiver

Failure by either Party to enforce any right pursuant to the Agreement shall not be construed as the waiver of such right and shall not affect that Party’s right to later enforce it.

20.8. Know-how

Each Party shall remain the owner of the know-how it possesses independently of the Agreement or the know-how it may acquire during performance of the Agreement, and shall remain free to use it. Semji is free to perform similar services on behalf of other clients. Neither of the Parties may claim any right whatsoever over the know-how of the other Party.

20.9. Commercial Reference

The Client authorizes Semji to freely cite the Client name and use and/or reproduce the Client logo and/or trademarks as a commercial reference in commercial documents, on Semji’s website and social networks.

20.10. Information provided by the Service

Semji and the Client declare that information provided and processed by the Service shall be admissible between them, in the absence of any proof to the contrary.

CLAUSE 21. APPLICABLE LAW AND JURISDICTION

THIS AGREEMENT AND ANY DISPUTE OR CLAIM (INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS) ARISING OUT OF OR IN CONNECTION WITH IT OR ITS SUBJECT MATTER OR FORMATION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF FRANCE. FAILING REACHING AN AMICABLE RESOLUTION, EACH PARTY IRREVOCABLY AGREES THAT THE COMMERCIAL COURT (“TRIBUNAL DE COMMERCE”) OF THE REGISTERED OFFICE OF SEMJI SHALL HAVE EXCLUSIVE JURISDICTION TO SETTLE ANY DISPUTE OR CLAIM (INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER OR FORMATION.

Published on December 22, 2023

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