For the purposes of these General Terms and Conditions of Subscription, the terms below have the following meanings, whether used in the singular or plural:

The purpose of the General Terms and Conditions is to define the terms and conditions under which Customers take out a Subscription in order to access the Services accessible from the Software.

The General Terms and Conditions are systematically brought to the attention of the Customers to allow them to subscribe. They apply exclusively to all subscription requests accepted by AXONEPRO and prevail over all other conditions, except for special conditions that have been expressly accepted by AXONEPRO, in particular when placing an order. Consequently, all other conditions are only binding after AXONEPRO's written confirmation.

‍IMPORTANT: NOTE TO CUSTOMERS

‍‍ANY SUBSCRIPTION TO SERVICES FROM THE SITE IMPLIES THE CUSTOMER'S EXPRESS, PRIOR, FULL AND ENTIRE ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS. BY CHECKING THE BOX: "I have read and accept the general terms and conditions of subscription" AND/OR BY SIGNING THE ORDER FORM, THE CUSTOMER ACKNOWLEDGES THAT HE IS BOUND BY ALL THE GENERAL TERMS AND CONDITIONS.

3.1 Prerequisite conditions to the Subscription
To take out a Subscription from the Site, Customers must:
- access the Site;
- guarantee that they have the full legal capacity to subscribe, and in particular to have the legal majority and to have the necessary powers to bind the company they represent and for which they subscribe;
- are not competitors of AXONEPRO and/or do not subscribe in order to compete with AXONEPRO, in a fraudulent way and/or in a way that could harm AXONEPRO's interests;
- are the authorized holder of any credit/debit card they will use for the payment of the subscription and that this card gives access to sufficient funds to cover the amount of the subscription;
- have created an Account in accordance with the terms and conditions set out herein.

AXONEPRO cannot be held responsible in case of Subscription by persons who do not meet the above conditions.

3.2 Subscription Offers
‍The Subscription offers are those accessible on the Site. They are valid as long as they are accessible on the Site. AXONEPRO offers different subscription formulas which are detailed on the Site.

The Customer commits to subscribe to a Subscription corresponding to the structure of their organisation. In particular, the Customer undertakes to respect the maximum number of collaborators provided for the selected Subscription.

In addition, AXONEPRO offers customised Subscription packages including additional support services during the installation of the Software and unlimited dedicated customer support. To do so, Customers can request a personalised quote on the Site.

The information related to the Subscription formulas, whatever their nature, provided by AXONEPRO are the ones visible on the Site at the Subscription date.AXONEPRO reserves the right to modify the offered Subscription packages without prejudice of the Subscriptions taken out by the Customers.

As the Software, the Application and/or the Services may evolve, AXONEPRO reserves the right to modify the specifications, the features and the content of the Subscription packages, for any reason whatsoever, or to withdraw one of the Services from its Subscription packages.

These modifications and/or withdrawals may occur at any time without prior notice, including after the Subscription has been taken out by the Customers if these modifications result from the application of any standards, texts or regulations whatsoever and/or in the event of a problem, in particular a technical problem, related to the Software, the Application and/or the Services.

Finally, AXONEPRO reserves the right to make improvements and/or correct any errors on the content of the Subscription offers.

4.1 Main Functions
AXONEPRO offers Customers a wide range of functionalities to meet the various administrative management needs of most architectural firms.

The practical terms and conditions of use of the Services are available by consulting the user guides available at the following address: http://help.ooti.co/en/.

4.2 Support in learning how to use the Software
AXONEPRO offers to Customers a support on how to use the Software at the beginning of the Subscription. 

This support is subject to a quotation when the Subscription is taken out by the Customer. Payment for this support must be made by bank transfer, in accordance with article 6 of these General Terms and Conditions.

If the Customer cancels twice (2) the appointment proposed by AXONEPRO and previously accepted by the Customer, the support service will be considered as fully performed, without any refund or damages being claimed by the Customer.

4.3 Use of the online chat and FAQ
The Customers have the possibility, during the duration of their Subscription and only from the Website, to access and use an online chat and/or a dedicated e-mail address, in order to ask questions in real time to AXONEPRO related to the Website, the Application, the Software and/or the Services.

Customers are informed that, except for technical problems, the online chat is accessible seven (7) days a week and twenty four (24) hours a day but that the questions asked via the online chat will be answered from Monday to Friday from 9:00am to 6:00pm. AXONEPRO will answer the questions as soon as possible.

Customers also have the possibility to access a FAQ allowing them to obtain general information about the Software, the Subscription and/or the Services. 

5.1 Specificities
The Subscription allows each Customer with an Account to use the Services according to the Subscription package chosen.

The Subscription is allocated per Account. Customers may give access to the Services to the number of Users specified at the time of Subscription and indicated on the order form and/or on the Site, so that these Users can use the Services. Where applicable, they are solely responsible for the access they grant.

5.2 Trial period
Prior to any Subscription, AXONEPRO offers a trial period per Account to its Customers so they can use the Services corresponding to one of the Subscription packages. It is hereby specified that the same Account can only benefit from one and only one trial period regardless of the number of Subscription packages the Customers have subscribed to.

The trial period is free and without obligation. It is valid for a specific period detailed on the Site from the moment the Customer creates their Account and from the moment they click on "Try for free".

At the end of the trial period, Customers will still be able to access their Account and export their Account data, but they will no longer have access to the Services. In the event that Customers wish to use the Services, they must subscribe to a Subscription package under the conditions set out in article 5.3 hereof.

5.3 Subscribing to a subscription package
‍To take out a Subscription from the Site, Customers must first create an Account under the conditions defined in article 8 hereof and access their dashboard.

The dashboard is then updated with the chosen Subscription and Customers are invited to proceed with payment in accordance with the terms and conditions set out in article 6 hereof.

Customers can also subscribe to a personalised Subscription by making a request directly to AXONEPRO. Subscription requests will lead to the conclusion of an order form detailing the Subscription formula, the Services as well as additional services, the Subscription duration as well as the payment terms. The Subscription will only start once the order form has been returned signed by the Customer.

AXONEPRO reserves the right to refuse the subscription of any Customer (i) in case of unavailability of the Services, (ii) in case of a dispute between the Customer and AXONEPRO regarding a previous Subscription and/or the payment of AXONEPRO invoices, (iii) if the Customer has a competing activity to AXONEPRO and/or if the Customer takes out a Subscription in order to develop a competing activity to AXONEPRO.

5.4 Length of the Subscription
‍Unless specific conditions are agreed upon between AXONEPRO and the Customer at the time of the Subscription, Subscriptions are valid for a fixed period starting from the reception of the payment and depending on the package chosen by the Customer:
‍
- for Subscriptions taken out on the Website, for a period of one (1) month automatically renewable by tacit agreement for successive periods of one (1) month, unless the Subscription is terminated by the Customer or by AXONEPRO as described in article 5.6; or
‍
- for Subscriptions taken out on the Website and/or on an order form, for a duration of one (1) year automatically renewable by tacit agreement for successive durations of one (1) year, unless terminated by the Subscription's Customer or by AXONEPRO as described in article 5.6.

Moreover, Customers are informed that in case of termination of the Subscription by the Customer or by AXONEPRO before the end of the current contractual period, the balance of the amounts due by the Customer to AXONEPRO until the end of the contractual period will become due immediately.

For Subscriptions with a duration of one (1) year, Customers will be informed of the end of their Subscription one (1) month before the anniversary date of their Subscription.

5.5 Modification of the Subscription
‍Customers with a Subscription may change their Subscription to a superior level Subscription at any time.

The change to the Subscription package will take effect immediately and Customers will be invoiced on a pro rata basis for the modified Subscription package for the previous period and on a pro rata basis for the new Subscription package for the coming period.

If the Customer wishes to modify the terms of its Subscription and in particular the number of Users having access to the Software and/or the conditions of the Subscription, the Customer can go to their Account in the "Subscription" section or contact AXONEPRO by e-mail.

5.6 Termination of the Subscription
‍The Subscription can be terminated by the Customers directly on the Site from their Account or by contacting AXONEPRO by e-mail.

Cancellation requests must be made at least twenty-four hours (24h) prior to the Subscription anniversary date.

The termination will then automatically take effect at the end of the current contractual period.

AXONEPRO reserves the right to terminate and/or suspend the Subscription automatically and without notice in case of:
- non-payment ;
- use of the Software and/or the Site and/or the Application and/or the Services by the Customers, not complying with the General Terms and Conditions and/or the Terms and Conditions ;

AXONEPRO cannot be held liable and/or the Customer cannot claim any compensation.

Where applicable, the termination and/or suspension will be notified to the Customers by e-mail and the payments to be made until the end of the Subscription will be immediately due.

6.1 Price
Customers are informed that there is a charge for subscribing to the Subscription packages.

The prices of the various Subscription packages are displayed on the Site and are expressed in euros excluding tax (€ excl. VAT). 

The applicable VAT rate is indicated on the invoice and/or order form. Any change of the applicable rate may be reflected on the Subscription prices after the date of the new applicable rate. In that case, AXONEPRO will inform the Customer.

The applicable prices are those in force at the time of the Subscription and depend on the chosen formula.

AXONEPRO reserves the right to modify the prices displayed on the Website at any time. Where applicable, Subscriptions will be invoiced to Customers at the price in force on the date the Subscription was taken out.

6.2 Payment methods
Unless specific conditions are agreed upon between AXONEPRO and the Customers during taking out of the Subscription, and depending on the Subscription chosen,  the Subscription price is payable:
- By bank or credit card (Carte Bleue, Visa, Discover Card, Mastercard, American Express). The Customer's bank card number, cardholder's name, expiry date and cryptogram are entered on the Customer's Account.
- By bank transfer, using the details provided on the Site and/or the Application when Customers choose their payment method;
- By monthly direct debit;
- By bank transfer and then by monthly direct debit.

As soon as the taking out of the Subscription request is received, a request to debit the bank account will be sent to the paying organisation. The Customer will be debited the amount defined at the time the payment is validated. The Subscription will be validated when the Customer's bank indicates to AXONEPRO that the payment has been taken into account and completed.

If the transaction is refused, the Subscription taken out by the Customer will be automatically cancelled and the Subscription automatically terminated.AXONEPRO cannot be held responsible in case of fraudulent use of the payment means.

6.3 Invoices
Unless specific conditions agreed upon between AXONEPRO and the Customers at the time of the taking out of the Subscription, the amounts due by the Customers are the object of invoices issued monthly and/or yearly by AXONEPRO depending on the chosen Subscription formula.

Invoices are made out in the name of the Customer and are sent by e-mail to the address provided by the Customer at the time of the taking out of the Subscription and/or are available by written request to AXONEPRO's accounting department at the following address: [email protected].

6.4 Payments
In case of payment by credit or bank card, Customers will be charged the amount automatically defined each month and/or year, depending on the type of Subscription chosen, until they cancel their Subscription under the conditions provided in article 5.6 hereof.

In case of payment by bank transfer, the Customers will have to issue a bank transfer order to AXONEPRO from the data provided on the Website and/or the Application at the moment the Customer chooses the payment method. The transfer must be accompanied by the Subscription offer references. It is understood that the costs related to the transfer will be charged to the Customers. The transfer must be made within the period indicated on the invoice received by the Customer.

In case of monthly direct debit, Customers will have to fill in a SEPA direct debit mandate authorising AXONEPRO to collect the sums due. Moreover, this mandate will have to be signed and returned to AXONEPRO. The payment will have to be done within the term indicated on the invoice received by the Customer.

6.5 Failure to pay
If the bank refuses to debit the Customer's credit card, the Subscription will not be definitive and the Customer will have to contact AXONEPRO's customer service in order to pay the Subscription by any means of payment. Otherwise, the Customer's Subscription will be automatically cancelled.

In case of non-payment of Subscriptions made by order form, the Customer will be reminded by AXONEPRO.

Moreover, AXONEPRO reserves the right to suspend or cancel the Subscription without any liability. In that case, all payments to be made until the end of the Subscription will be immediately due.

In addition, any late payment will automatically incur penalties calculated at the rate of three (3) times the legal interest rate, from the due date. In addition, the Customer will be liable for a fixed recovery fee of a minimum of forty (40) euros.

7.1 Access

The Software and/or Services, with the exception of the hotline, are accessible via the Site and/or the Application seven (7) days a week and twenty-four (24) hours a day.

They are accessible throughout the duration of the Customer's Subscription until the Customer decides to terminate it in accordance with the terms and conditions set out in article 5.6 hereof and/or deactivate their Account.

However, due to access via the Internet, AXONEPRO does not guarantee that the Software and/or the Site and/or the Application and/or the Services will be available 7 (seven) days a week and 24 (twenty-four) hours a day.

7.2 Interruption

AXONEPRO reserves the right to interrupt the operation of all or part of the Software and/or the Website and/or the Application and/or the Services at any time, with or without notice, in particular in order to ensure the corrective and evolutionary maintenance of the Software and/or the Website and/or the Application and/or the Services, or to improve the content or the presentation of the Software and/or the Website and/or the Application and/or the Services. As far as possible, AXONEPRO will inform the Customers before any corrective or evolutionary maintenance operation.

Moreover, Customers acknowledge that the Software and/or the Site and/or the Application and/or the Services may be interrupted for reasons beyond AXONEPRO's control and that AXONEPRO cannot guarantee a continuous access to the Software and/or the Site and/or the Application and/or the Services.

In any case, AXONEPRO cannot be held responsible for any interruption and/or malfunction of the Software and/or the Website and/or the Application and/or the Services, whatever the cause may be.

Customers are invited to inform AXONEPRO of any technical problem they encounter while using the Software and/or the Site and/or the Application and/or the Services by writing to the following address and describing the problem encountered: [email protected].

8.1 Creation of an Account
Prior to taking out any Subscription, the Customer must create an Account on the Site and/or with Customer Services.

To do this, they must go to the Site and fill in the information requested at each stage.

Customers then access a verification page asking them to check their e-mail address.
‍

8.2 Deactivation of an account
Customers' Accounts remain active as long as:
- they are registered on the Site ;
- they pay for the Subscription.

As soon as Customers no longer pay for the Subscription, access to the Services is deactivated, it being understood that Customers will still be able to access their Account but will have no access to the Services unless they take out and pay for a new Subscription.

Customers may deactivate their Account on the Site at any time, without giving any reason.

To do so, Customers must send an e-mail to the following address: [email protected] requesting that their Account be deactivated. A copy of their identity document may be requested in order to avoid any risk of identity theft.

If an Account is deleted, the data is kept for a period of three (3) months to enable the Customer to export their data from the Site on Profile > Data > Export. The deletion of an Account is then definitive, as the Account is irreversibly deleted and the personal data linked to it is automatically deleted and can no longer be recovered.

Deleting an Account does not prevent Customers from re-registering and creating a new Account.

In case of non-compliance with the obligations resulting from the acceptance of the General Terms and Conditions, incidents of payment of the price of an order, delivery of erroneous information when creating an account or acts likely to harm AXONEPRO's interests, AXONEPRO reserves the right to suspend without notice the access to the Software and/or the Website and/or the Application and/or the Services or, depending on the seriousness of the acts, to delete the Customer's Account without any right to claim damages.

9.1 General commitments of Clients
In general, Customers undertake to comply with all the General Terms and Conditions and with all applicable laws and regulations. Customers are responsible for the use of the Software, the Site, the Application and the Services in general, as well as the consequences thereof.

Customers undertake to refrain from:
- publishing, uploading, posting, submitting or transmitting any content that: (i) infringes, misappropriates or violates any right of any third party, including, without limitation, any patent, copyright, trademark, trade secret, moral right or other intellectual property right, or right of publicity or privacy; (ii) violates or encourages any action that would violate any applicable law or regulation or give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive ; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) is violent or threatening or promotes violence or threatening actions against any person or entity; or (vii) promotes illegal or harmful activities or substances;
- use of the Software, the Site, the Application and/or the Services in an illegal manner, for illegal purposes or in a manner incompatible with these General Terms and Conditions;
- selling, copying, reproducing, renting, lending, distributing, transferring or sub-licencing any content of the Software, the Site and the Application;
- decompiling, reverse engineering, disassembling, modifying, displaying in a form readable by the Customer, attempt to discover any source code or use any software enabling or comprising all or part of the Software, the Site and the Application;
- attempting to obtain unauthorised access to the computer system of the Software, the Site and the Application or engaging in any activity that disrupts, diminishes the quality of or interferes with its performance or deteriorates its functionality;
- infringing upon AXONEPRO's intellectual property rights; and
- denigrating the Software, the Site, the Application and/or the Services as well as AXONEPRO on social networks and any other means of communication.

Customers also undertake to:
- respect their financial obligations; and
-not develop a business competing with AXONEPRO.

When using the Software, the Website, the Application and the Services, Customers commit to:
- provide accurate, complete and true data and systematically update them in case of change;
- comply with the conditions prior to using the Software, the Site, the Application and the Services;
- comply with the General Terms and Conditions and the Terms and Conditions of Use;
- respect AXONEPRO's image and reputation;
- not modify or alter all or part of the Software, the Website, the Application and/or the Services;
- not restrict by any means the use of the Software, the Site, the Application and/or the Services and not to falsify any mention or element of the Software, the Site, the Application and/or the Services;
- not distribute or attempt to distribute computer viruses or any other harmful element via the Software, the Site, the Application and/or the Services;
- not break into a computer system, not alter the content or committing any of the offences punishable under articles 323-1 and 323-7 of the French Penal Code ("hacking"), and not to send unsolicited messages in large numbers via the Software, the Application and/or the Services, a practice punishable under article 226-18 of the French Penal Code ;
- not extract the content of the Software and/or the Site, and/or the Application and/or the Services and their database, in particular by means of automated programmes;
- not passing on their personal password to a third party;
- not use the Software, the Site, the Application and/or the Services for purposes contrary to the rules in force and to infringe the rights of third parties (in particular intellectual property and respect for privacy);
- not attempt to circumvent, disable or otherwise interfere with any security-related function of the Software, the Site, the Application and/or the Services, or prevent or restrict the use or copying of the content or impose any restrictions on the use of the Software, the Site, the Application and/or the Services or the content accessible from the Software, the Application and/or the Services;
- not distribute all or part of the Software, the Website, the Application and/or the Services and in particular the content, on any other medium, without AXONEPRO's prior written consent;
- more generally, not harm AXONEPRO.

AXONEPRO reserves the right to delete a Customer's Account and/or their access to the Software and/or the Website and/or the Application and/or the Services without prior notice and without prejudice to any other rights and actions AXONEPRO may be entitled to in case the Customer would use the Software, the Website, the Application and/or the Services in an inappropriate way.
‍

9.2 Responsibility of Customers
Customers are solely responsible for choosing to use the Software, the Site, the Application and the Services and for ensuring that they meet their needs, that their computer system is secure and that their data is backed up.

In addition, they are personally responsible for the use of the Software, the Site, the Application and the Services as well as for the information they enter, in particular when creating their Account and using the Software, the Site, the Application and the Services.

The Customer guarantees and indemnifies AXONEPRO against any damage suffered by AXONEPRO and against any liability action that would be brought against AXONEPRO on the basis of the violation of the General Terms and Conditions and/or of any right of a third party. In case of fraud, AXONEPRO is allowed to communicate all necessary information to the competent bodies in charge of the repression of frauds and infringements.

In case of non-compliance with the obligations resulting from the acceptance of the General Terms and Conditions, incidents of payment of the price of a Subscription, delivery of erroneous information when creating an Account or acts likely to harm AXONEPRO's interests, AXONEPRO reserves the right to suspend without notice the access to the Software, the Site, the Application and/or the Account or, depending on the seriousness of the acts, to delete the Customer's Account without any right to claim damages and take any measures including any civil and criminal legal action against the Customer.

10.1 Responsibility of AXONEPRO
Use of the Software, Site, Application and Services is at the Customer's own risk.

Customers are solely responsible for the use of the Software, the Site, the Application and the Services and their suitability for their needs, as well as for securing their computer network and backing up their data.

Customers act under their sole responsibility in their dealings with third parties in connection with the use of the Software, the Site, the Application and the Services.

The Services only allow the obtaining of administrative management solutions on business processes of their architectural firm.

AXONEPRO cannot be held responsible for any prejudice suffered by the Customers in the context of an abnormal use of the Software, the Website, the Application and/or the Services, and in particular in case of breach of the General Terms and/or the GTC and/or in case of false or erroneous information provided by the Customers.

AXONEPRO cannot be held liable for any direct or indirect damage, loss or expense resulting from the use of the Software, the Website, the Application and/or the Services, or from the impossibility to use them, or from a malfunction, an interruption due to maintenance, a technical failure of the server or due to an interruption of the internet access or for any other cause, a virus, or a line or system problem.

AXONEPRO cannot be held responsible for any damage to the Customer's computer system, loss of data or any other damage resulting from the access or use of the Software, the Website, the Application and/or the Services by the Customer.

AXONEPRO cannot be held responsible for unpredictable events such as cyber-attacks, security breaches in data transmission or performance guarantees regarding volume and speed of data transmissions. Under these conditions, it is up to the Customers to take all appropriate measures in order to protect their own data and/or software, in particular from contamination by possible viruses circulating on the Internet.

It is moreover specified that AXONEPRO does not control the websites that are directly or indirectly linked to the Site. Consequently, AXONEPRO is not responsible for the information published on these websites. Links to third party websites are provided for information purposes only and no warranty is given as to their content.

In addition, AXONEPRO cannot be held liable towards Customers, to the maximum extent permitted by current legislation applicable in France, for:
- Any indirect damage that could be caused to it, including any loss of profit (whether direct or indirect), any loss of clientele or commercial reputation or any loss of data that the Customers could suffer;
- Any loss or damage they may suffer as a result of:the trust given to the completeness and accuracy of the information provided through the different functionalities of the Services;
- any change AXONEPRO could make to the Software, the Site, the Application and/or the Services in general, or any temporary or definitive deletion in the subscription offer;
- the failure of the Customers to provide AXONEPRO with accurate information regarding their Account;
- the access, the use or the impossibility to use or to access the Software, the Site, the Application and/or the Services in general;
- the inability for the Customers to keep a password or the information communicated in the context of their registration secure and confidential.

In general, in case a Customer does not respect the General Terms and Conditions, the Customer acknowledges and accepts that he is solely responsible for any direct or indirect damage resulting from this breach towards AXONEPRO.

10.2 Guarantees of AXONEPRO

CUSTOMERS UNDERSTAND AND ACCEPT THAT:THE SOFTWARE, THE SITE, THE APPLICATION AND THE SERVICES ARE MADE AVAILABLE TO THEM "AS IS". FURTHERMORE, AXONEPRO CANNOT GUARANTEE THE CONSEQUENCES OF THE USE OF THE SOFTWARE, THE SITE, THE APPLICATION AND/OR THE SERVICES;

IN PARTICULAR, AXONEPRO DOES NOT GUARANTEE :
- THAT THE SOFTWARE, THE SITE, THE APPLICATION AND/OR THE SERVICES MEET THE CLIENTS' REQUIREMENTS ;
- THAT THE SOFTWARE, THE WEBSITE, THE APPLICATION AND/OR THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR OPERATION ERROR;
- THAT THE RESULTS OF THE DATA COLLECTED BY THE FUNCTIONALITIES ARE COMPLETE, EXHAUSTIVE, VERIDIC, EXACT AND RELIABLE.

No information or advice provided by AXONEPRO to the Customers in the context of the use of the Software, the Website, the Application and/or the Services, shall be considered as the granting of a warranty.

In accordance with law n°78-17 of 6 January 1978 (as amended) on data processing, data files and individual liberties, known as the “informatique et libertés” law, and the Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, Customers are informed that AXONEPRO automatically processes their personal data for the purposes of processing and managing commercial relations and managing Subscriptions and Services.

These data can be transmitted to AXONEPRO's subsidiaries and/or controlled companies as well as to its subcontractors who contribute to these relations for their management, execution, processing and payment.

Each Customer has the right to access, modify, rectify, limit, move and delete his personal data, as well as the right to object.

To this end, Customers may contact AXONEPRO:
- by post to the following address OOTI - 15 Rue Jeanne Braconnier - 92360 Meudon - France ;
- or by e-mail to the following address: [email protected].

Customers are reminded that when it comes to rectifying and updating data relating to their Account, they make the necessary changes and deletions directly on their own Account.

AXONEPRO has the possibility to ask the Customer for access to the Users' data on the Software, for technical support purposes only and after express and explicit request to the Customer to access his account on the Software. To do so, the Customer has to activate the module in his account. By activating this module, the Customer authorize AXONEPRO to access his account and handle the Customer's data solely for the purposes of technical support and customer assistance, with the highest level of confidentiality. AXONEPRO commits not to make any modifications to the data without communicating it. All interventions will be carried out in strict compliance with data protection laws and regulations, including the GDPR. This authorization can be revoked at any time at the initiative of the Customer. AXONEPRO shall not be held liable for any direct or indirect consequences arising from the use of this module, except for damages resulting from its gross negligence or intentional misconduct.

For further details,  Customer are invited to consult the "Privacy Policy" link available on the Site.

12.1 Certain elements (in particular editorial, illustrations, studies and videos) appearing on the Software and/or the Website and/or the Application and/or the Services are protected by intellectual property laws and in particular by copyright and are the exclusive property of AXONEPRO.

Furthermore, trademarks, logos, graphics and animations contained on the Software and/or the Website and/or the Application and/or the Services are the exclusive intellectual property of AXONEPRO.

It is agreed that the General Terms do not imply any transfer of AXONEPRO's intellectual property rights.
‍

12.2 AXONEPRO grants to the Customers, on a personal basis, the non-exclusive and non-transferable right, free of charge, to use the Software and/or the Site and/or the Application and/or the Services and any associated software, being specified that they are forbidden - directly or indirectly - to copy, modify, create a derivative work, reverse engineer or assemble or in any other way attempt to obtain the source code (with the exception of cases provided for by law), sell, assign, sub-license or transfer in any way whatsoever any right relating to the Software, the Site, the Application or the Services or associated software.

Customers undertake not to modify the Software, the Site, the Application, the Services or the related software in any way and/or not to use modified versions thereof and in particular (without this list being exhaustive) with a view to obtaining unauthorised access to the Software and/or the Site and/or the Application and/or the Services. In particular, Customers agree not to access the Services by any means other than the Software from the Site and/or the Application.

Customers are informed and acknowledge that the Software, the Site, the Application, the Services and any software used in connection therewith may contain confidential information or information protected by current intellectual property law or any other law. Customers agree not to modify, loan out, borrow, sell, distribute this content or create derivative works incorporating all or part of this content, unless they have received AXONEPRO's prior express permission.

The Software and/or the Website and/or the Application and/or the Services contain texts, images, which are the exclusive property of AXONEPRO (hereinafter “Intellectual Property Elements”). The Intellectual Property Elements are made available to the Customer, free of charge, for the sole use of the Software, the Website, the Application and the Services and in the context of a normal use of their functionalities.

The present authorisation to use the Intellectual Property Elements is personal, non-exclusive and non-transferable. AXONEPRO can revoke this authorisation to use the Intellectual Property Elements at any time.

Customers are forbidden - directly or indirectly - to copy, modify, create a derivative work, reverse engineer or assemble or in any other way attempt to find the source code (except as provided by law), sell, assign, sub-license or transfer in any way whatsoever any right related to the Intellectual Property Elements. The Customer undertakes not to modify the Intellectual Property Elements in any way.

In case of non-conforming or abusive use of the Intellectual Property Elements, AXONEPRO reserves the right to stop the infringement of its intellectual property rights and to de-register and/or deactivate the Customer's Accounts under the present conditions.

The Customers expressly authorize AXONEPRO and its affiliates to use their name, logo, trademarks and/or any other distinctive sign as a commercial reference, on any communication medium of its choice, in particular on its Website, for the duration of the Subscription taken out by the Customers and for a period of two (2) years following the end of their Subscription.

AXONEPRO cannot be held liable if the non-execution or the delay in the execution of one of its obligations described in these General Terms and Conditions results from a case of force majeure. 

Force majeure in contractual matters occurs when an event beyond the debtor's control, which could not reasonably have been foreseen when the General Terms and Conditions were concluded and the effects of which cannot be avoided by appropriate measures, prevents the debtor from performing its obligation.

The party invoking force majeure will have to do its utmost to reduce as much as possible the harmful effects resulting from this situation. AXONEPRO will be able to cancel the Subscription, modify the delivery time and/or modify the Services included in the Subscription.

If the impediment is temporary, the performance of the obligation is suspended unless the resulting delay justifies the termination of the General Terms and Conditions. If the impediment is definitive, the contract is terminated ipso jure and the parties are released from their obligations under the conditions set out in articles 1351 and 1351-1 of the French Civil Code.

In the case of one of the above mentioned events, AXONEPRO will try to inform the Customer as soon as possible.

15.1 Modification
AXONEPRO reserves the right to modify these Terms and Conditions at any time, in order to take into account any legal, jurisprudential, editorial, functional and/or technical evolution.

The version of the Terms and Conditions which prevails is the one available online at the date of the taking out of the Subscription.

Any Subscription by the Customer after publication of the modified General Terms and Conditions implies acceptance by the Customer of the new General Terms and Conditions.

In the event AXONEPRO wishes to make major changes to the General Terms and Conditions, in particular regarding the Services and/or the Subscription prices, AXONEPRO undertakes to inform the Customer by e-mail prior to any modification.

15.2 Partial invalidity
In general, if one or more of the clauses or stipulations of the General Terms and Conditions are held to be invalid or declared null and void or unenforceable by law, regulation or following a final decision by a competent court, the other stipulations will retain all their force and scope.

15.3 Language
The language applicable to the General Terms and Conditions is French. If a translation is made, only the French version will have contractual value.

15.4 Evidence
The files, data and messages recorded in AXONEPRO's computer systems shall be admissible as evidence of the acts and facts occurring between AXONEPRO and the Customers.The preservation of records shall be presumed, in the absence of proof to the contrary, to have taken place under reasonable security conditions if messages, data and other documents are systematically recorded on a reliable and durable medium.

15.5 Renunciation
Any failure to exercise or delay in exercising a right or prerogative by one party shall not be deemed to be a waiver of the right or prerogative to be exercised subsequently in favour of the other party.In the same way, the exercise of a single right or the partial exercise of a right or prerogative does not exclude the subsequent exercise of another right or prerogative provided for in these General Terms and Conditions.No waiver shall be effective unless stipulated in writing and signed by a duly authorised representative of each of the parties.

The General Terms and Conditions and the Subscriptions concluded via the Site are subject to French law.

For any difficulty and/or question about the Subscription and/or the Services, the Customers are invited to contact the customer service in order to try to find an amicable solution by e-mail at the following address: [email protected].

In case of disagreement between the Customer and AXONEPRO, the Customer will have to inform AXONEPRO by means of a registered letter with acknowledgement of receipt. As soon as AXONEPRO receives this letter, and within fifteen (15) days, AXONEPRO will propose an amicable solution. If this attempt fails or if there is no answer, the Customer will be able to bring his dispute before the competent courts.

The Customer and AXONEPRO commit themselves to follow the amicable settlement procedure before going to court, this mediation attempt being a condition of admissibility to any legal action.

‍IN THE ABSENCE OF AN AMICABLE SOLUTION, ALL DISPUTES RELATING TO THE APPLICATION, INTERPRETATION OR EXECUTION OF THE GENERAL TERMS AND CONDITIONS AS WELL AS TO SUBSCRIPTIONS OR THOSE WHICH FOLLOW OR RESULT FROM THEM WILL BE SUBJECT, IN THE CASE OF LEGAL ENTITIES, TO THE JURISDICTION OF THE COURTS OF PARIS, EVEN IN THE EVENT OF A THIRD PARTY CLAIM OR MULTIPLE DEFENDANTS.

‍Version of 25 January 2024 © OOTI

IT BEING PREVIOUSLY STATED THAT:
AXONEPRO offers to the Customer a management software for architects and engineering offices.

Within the framework of the provision of services to the Customer as set out in the General Terms and Conditions, AXONEPRO is entrusted with personal data by its Customer.

This appendix governs the processing of personal data carried out by AXONEPRO on behalf of the Customer within the framework of the General Terms.

In case of conflict, divergence or inconsistency between the provisions of this Appendix and those of the General Terms and Conditions, it is understood that the provisions of this Appendix will prevail.

The purpose of this Appendix, established in application of Article 28 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter referred to as “RGPD”), is to define the conditions under which AXONEPRO undertakes to carry out personal data processing operations in accordance with the terms defined below.

In the context of their contractual relationship, the Parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, the aforementioned Regulation (EU) 2016/679 applicable as from 25 May 2018, the "Data Protection" Act no. 78-17 of 6 January 1978 as amended and the regulations on industrial and intellectual property (hereinafter referred to as the “Applicable Regulations”).

THIS BEING ESTABLISHED, THE FOLLOWING HAS BEEN AGREED AND DETERMINED:
1- DEFINITIONS
‍For the purposes of this Appendix and its appendices, words or expressions beginning with a capital letter, whether used in the singular or plural, shall have the following meanings:
- “Appendix”: means this appendix to the General Terms and Conditions supplemented by the following appendix: Appendix 1: Description of Data Processing
- “Regulatory Authority”: means any competent authority with regard to the protection of Personal Data ;
- “Customer”: means the Customer of AXONEPRO, benefiting from the services of AXONEPRO under the General Terms and Conditions; 
- “Data”: means all types of information and/or data to which the Parties have access in the context of the contractual relationship, regardless of the format or medium, whether Personal Data (as defined below) or not (e.g. financial data, operators, customers, partners, strategic, technical, professional, administrative, commercial, legal, accounting...);
- “Data Controller”: refers to the person who determines the means and purposes of the Processing;
- “Data Subject”: refers to all persons whose Personal Data is the subject of Data Processing;
- “General Conditions”: means the general conditions detailing the services provided by AXONEPRO and allowing the Customer to benefit from the Services offered on the Software;
- “Personal Data” or “Data containing personal information”: means any information relating to an identified natural person or a person who can be identified as such, either directly or indirectly by grouping together information, by reference to an identification number or to elements that are specific to him or her: name, address, telephone number, IP address, e-mail address, vehicle registration number, identifier/login, password, connection data, etc. . ;
- “Personal Data Breach”: means a security breach that accidentally or unlawfully results in access to or destruction, loss, alteration, unauthorised disclosure of Personal Data transmitted, stored or processed.
- “Processing”: refers to all operations involving information, regardless of the process used (automated or non-automated); it therefore covers all forms of Data processing, whether on computer or other media (paper, video, audio recordings, etc.). With regard to Personal Data in particular, this may involve operations of collection, recording, organisation, storage, adaptation, modification, extraction, consultation/visualisation, dissemination or making available;
- “Services”: means the resources and functions made available to Users on the Software; 
- “Software”: means the software from which Users can access the Services;
- “Sub-processor”: means the person processing Personal Data on behalf of the Data Controller, acting under the authority of and on the instructions of the Data Controller;
- “User”: means any employee of the Customer who browses the Software and accesses and uses the Services;

2. OBJECT
This Appendix sets forth the data protection conditions and obligations that apply when AXONEPRO Processes Users' Personal Data for the provision of the Services under the General Terms with the Customer.The Parties have agreed to conclude this Appendix in order to deal with the rights and obligations of the Parties under the Applicable Data Protection Regulation regarding the Processing of the Users' Personal Data by AXONEPRO on behalf of the Customer.

This Appendix concerns the Data Processing detailed in Appendix 1.

3. DURATION
This Appendix comes into force as soon as the General Terms and Conditions are signed and will remain in force for the duration of the General Terms and Conditions between AXONEPRO and the Customer.

4. RÔLE OF THE PARTIES
‍It is expressly agreed between the Parties that AXONEPRO acts only as a Sub-processor in the meaning of the Applicable Regulation. The Customer is the Data Controller in the meaning of the Applicable Regulation.Each Party undertakes to comply with the provisions of the Applicable Regulations.

5. DATA PROCESSING INSTRUCTIONS
Within the framework of the execution of the General Terms and Conditions, AXONEPRO will act exclusively on behalf of the Customer, on the basis of the stipulations of the General Terms and Conditions and of the present Appendix which constitute the instructions of the Controller towards the Sub-processor within the meaning of the Applicable Regulations.AXONEPRO expressly undertakes not to exploit or use the Personal Data for its own needs or for the account of third parties not expressly authorised by the Customer.

6. OBLIGATIONS OF THE PARTIES
‍Obligations of the Client
‍The Customer undertakes to document in writing any instruction concerning the Data Processing by AXONEPRO.The Customer undertakes to ensure, beforehand and during the whole Processing, the respect of the obligations provided by the applicable Regulations.The Customer undertakes to supervise the Processing, including audits and inspections at AXONEPRO.It is the Customer's responsibility to use the Software in compliance with its own privacy policy and the applicable legal obligations, in particular the Applicable Regulation.The Customer is solely responsible for the accuracy, quality and legality of the Data collected through the Services, as well as for the means by which the Customer has acquired the Data.The Customer is required to inform Users that they may exercise their rights under the Applicable Regulations by contacting the Customer's representative appointed to deal with such requests, in accordance with article 8 hereof.

Obligations of AXONEPRO
‍AXONEPRO undertakes to: 
- comply with the principle of lawful Processing set out in Article 6 of the RGPD ;
- process the Data only for the sole purpose(s) of the Processing;
- process the Data in accordance with the Customer's documented instructions;
- assign qualified teams to the Data Processing who have the necessary functional and/or technical skills and are trained in the applicable Regulations;
- guarantee the confidentiality of the personal Data processed under this Appendix; 
- ensure that persons authorised to process Personal Data under this Annex undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality and receive the necessary training in the protection of Personal Data;
- take into account, with regard to its tools, products, applications or services, the principles of Data protection by design and Data protection by default; designate a privileged contact person who will have the experience, competence, authority and resources necessary to carry out his/her mission; to assist, as far as possible, the Customer in fulfilling its obligations to respond to requests to exercise the rights of Data Subjects;
- to ensure, beforehand and for the duration of the Processing, compliance with the obligations set out in the Applicable Regulations;
- not to use Users' Data for purposes other than those expressly listed in Appendix 1;
- not to carry out commercial canvassing of any kind whatsoever aimed at Users;
- to ensure the security of the Data and in particular to implement all security measures in accordance with article 13 hereof; and
- delete the Data at the end of the necessary period.

7. DATA OWNERSHIP
‍User Data is the property of the Customer, as is all Data, whether personal or not, concerning these Users, whether this data has been communicated directly by the Users or arises from their use of the Services.The Parties remain the sole owners of their respective databases. The processing of personal data in no way confers a right of ownership over the database of either of the Parties.

8. INFORMATION AND INDIVIDUAL RIGHTS
Information for Data Subjects‍
‍The Customer shall be responsible for providing information to the Data Subjects at the time the Data is collected. This information will be provided by any means and in particular through the confidentiality policy, which is available on the Customer's Internet Software.The Customer is free to edit the information notices as long as they include at least all the information required by articles 13 and 14 of the RGPD.

‍
‍‍Management of the rights of Data Subjects
‍The Parties expressly agree that the Customer is responsible for assuming the role of single point of contact in order to facilitate the exercise of the rights of Data Subjects in relation to Data Processing. Only the dedicated contact address will be communicated in the mandatory information notices.

The designated person responsible for processing requests to exercise rights is bound by professional secrecy and an obligation of confidentiality.

The Customer undertakes to respond to this request within a maximum of thirty (30) days from receipt of the request.

The Customer may pass on the request to AXONEPRO, which undertakes to provide all its assistance and cooperation for the implementation of the rights of the Data Subjects: right of access, rectification, deletion and opposition, right to limit the processing, right to data portability, right not to be subject to an automated individual decision (including profiling), right to organise the fate of its personal data after death in particular.

When Data Subjects make requests to one of the Parties to exercise their rights in relation to processing carried out by the other Party, the requested Party must send these requests immediately, and at the latest within five (5) working days of receipt, by e-mail to the Party concerned.

In the event AXONEPRO refuses to exercise the rights of the Data Subject, AXONEPRO will have to justify this refusal to the Customer and the Data Subject, AXONEPRO will be solely responsible for the costs incurred and will be solely responsible for any sanctions resulting from the non-exercise of the rights of the Data Subject.

9  BREACH OF PERSONNAL DATA
‍Each of the Parties undertakes to notify the other as soon as possible by e-mail of any loss, misuse, accidental or unauthorised deletion, modification, disclosure or unauthorised access, whether actual or suspected, including, without limitation, penetration of its network or computer resources or those of its subcontractors with the aim of obtaining Personal Data or any other breach of the Applicable Regulations.

‍Notification to the Regulatory Authority
‍AXONEPRO will notify any Personal Data Breach within seventy-two (72) hours at the latest after becoming aware of it to the services of the Regulatory Authority (the CNIL), unless the Breach in question is not likely to create a risk for the rights and freedoms of the Data Subjects.

When this notification cannot be made within seventy-two (72) hours, AXONEPRO will give legitimate and valid reasons for the delay.

The notification must contain at least:
- the name and contact details of the Data Protection Officer or another point of contact from whom additional information can be obtained;
- a description of the nature of the personal data breach including, if possible, the categories and approximate number of persons affected by the breach and the categories and approximate number of personal data records affected;
- a description of the likely consequences of the personal data breach; and
- a description of the measures taken or proposed to be taken by the controller to remedy the personal data breach, including, where appropriate, measures to mitigate any negative consequences.If, and to the extent that, it is not possible to provide all such information at the same time, the information may reasonably be provided in instalments without undue delay.The notification shall be accompanied by any documentation relevant to the assessment of the Breach.

‍Communication to the Persons concerned
‍The Parties will communicate the Personal Data Breach to the Data Subject as soon as possible, where the breach is likely to result in a high risk to the rights and freedoms of an individual.

The communication to the Data Subject shall describe, in clear and simple terms, the nature of the Personal Data Breach and contain at least:
- the name and contact details of the Data Protection Officer or other point of contact from whom further information may be obtained;
- a description of the likely consequences of the Personal Data Breach; and
- a description of the measures taken or proposed to be taken by the controller to remedy the personal data breach, including, where appropriate, measures to mitigate any negative consequences.The means and content of the communication shall be determined jointly by the Parties.

10. COOPERATION ON COMPLIANCE

‍The Parties shall use their best endeavours to assist and support each other in achieving compliance.
The Parties communicate to each other the name and contact details of the data protection officers appointed by them, or failing that of their representative.

AXONEPRO agrees to deal promptly and appropriately with all reasonable requests from the Customer concerning the Processing of Personal Data carried out on its behalf. AXONEPRO undertakes to modify or delete, according to the Customer's instructions, the Personal Data, in particular following the exercise by a Data Subject of his right of access and rectification, so that the Data are continuously accurate and up to date.

AXONEPRO furthermore undertakes to provide reasonable assistance, at the Customer's expense, if the Customer has to respond to requests from the Regulatory Authority, carry out risk assessments (PIA), investigations, inspections or audits relating to the processing of Personal Data.

The Parties undertake to collaborate in a transparent way and to communicate to the other Party all the information exchanged with the Regulatory Authority that would concern the Services provided by AXONEPRO.

AXONEPRO undertakes, in case of control by any administrative or judicial authority regarding the Data processed through the Services, to assist the Customer so that the latter can answer the questions asked by the control authority and for which AXONEPRO's intervention would be necessary.

AXONEPRO will inform the Customer without delay of any legally binding request for disclosure of Personal Data from an administrative or police authority, unless prohibited by law or by a judicial or administrative decision.

11. AUDIT
‍AXONEPRO undertakes to provide the Customer with all necessary information to demonstrate its compliance with the applicable Regulations and with this Appendix and its annexes. AXONEPRO also undertakes to provide reasonable assistance and to allow and contribute to the performance of audits by the Customer or any other auditor it has appointed, in accordance with the provisions below.

AXONEPRO undertakes to develop and integrate in its internal audit program the verification of its compliance with the applicable Regulations and with this Appendix and its annexes.

Furthermore, the Customer may request AXONEPRO to perform audits in order to assess its compliance or the compliance of its subsequent Sub-processors with this Appendix and the Applicable Regulations under the following conditions:
- the audit costs will be borne by the Customer ;
- the audits will be carried out at reasonable intervals and no more than once (1) a year; and
- audits will be requested subject to sixty (60) working days' notice, except in the case of an emergency (a case of proven or highly probable Violation of Personal Data).

Any audit of the Software leading to vulnerability or intrusion attempt tests in a computerized data system must be subject to a tripartite agreement between the Customer, AXONEPRO and the third party in charge of performing the tests on behalf of the Customer, specifying the duration of the tests, their nature, and releasing AXONEPRO from any liability on the consequences induced by the tests ordered by the Customer.

Any draft report prepared by the auditors must, before being final, be sent to AXONEPRO, to allow it to make comments, which are transcribed in the final report. A copy of the final audit report is given to each Party.

AXONEPRO acknowledges that the Regulatory Authorities as well as the Customer if he is directly impacted by the audit, may request the communication of the audit results; AXONEPRO therefore undertakes to provide access to such results, upon request.

12. SUBSEQUENT SUB-PROCESSORS
The Customer authorises AXONEPRO to entrust the Processing of the Users' Personal Data to Sub-processors offering sufficient guarantees, subject to complying with the restrictions described hereafter.

The list of subsequent Sub-processors is available in Appendix 1.

AXONEPRO undertakes to guarantee that the Sub-processors only access and use the Users' Personal Data in accordance with the provisions of this Appendix and that they are bound by written agreements obliging them to offer at least the level of protection required by this Appendix.

If the Sub-processor(s) selected by AXONEPRO do not comply with their obligations regarding data protection, AXONEPRO will remain fully liable towards the Customer for these failures.

13. SECURITY MEASURES
Each Party implements all appropriate technical and organisational measures to protect the Personal Data it processes against accidental or unlawful destruction, accidental loss, alteration, unauthorised dissemination or access, in particular in the context of the transmission of data over a network, as well as against any other form of unlawful processing. 

AXONEPRO commits to:
- implement technical and organisational security measures that comply with the state of the art as well as with the relevant contractual instructions; 
- to take all reasonable steps to ensure the reliability of personnel having access to Personal Data;
- to ensure that all data storage media containing Personal Data and all copies or reproductions thereof are carefully stored without allowing access to third parties except authorised (subsequent) sub-contractors; and 
- ensure that its employees and any sub-contractors involved in the processing of Personal Data are contractually bound to maintain the confidentiality of the Personal Data and to comply with the Applicable Regulations.

AXONEPRO undertakes to implement the appropriate technical and organisational measures in order to guarantee a level of security appropriate to the risk, including inter alia, as required:
- pseudonymisation and encryption of personal data ;means to ensure the continuing 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; and
- a procedure to regularly test, analyse and evaluate the effectiveness of the technical and organisational measures to ensure the security of the processing.

AXONEPRO undertakes to maintain these measures for the duration of the General Terms and Conditions.

It is the Customer's responsibility to make sure that the technical and organisational security measures implemented by AXONEPRO meet its own security constraints and, if not, to give precise written instructions to AXONEPRO on the additional security measures to be implemented.If no specific instruction is given, the Customer acknowledges that AXONEPRO's security measures are sufficient.

14. DATA TRANSFERS OUTSIDE THE EUROPEAN UNION
Personal Data may be transferred outside the European Union.
AXONEPRO undertakes not to transfer Personal Data to countries outside the European Union that do not ensure an adequate level of protection of Personal Data in accordance with the requirements of the Applicable Regulation without first implementing one or more of the appropriate safeguards provided by the Applicable Regulation to govern such transfer, in particular by using standard contractual clauses approved by the European Commission.

The Customer undertakes to facilitate the implementation of these guarantees.

In case AXONEPRO would be obliged to transfer data to a third country or to an international organisation, by virtue of EU law or the law of the Member State to which AXONEPRO is subject, AXONEPRO will inform the Customer of this legal obligation before the transfer, unless the law concerned prohibits such information for important reasons of public interest.

15. DATA PROCESSING REGISTER
AXONEPRO undertakes to establish a register of all categories of processing activities carried out on behalf of the Customer including:
- the name and contact details of the controller on whose behalf it acts, of any subcontractors and, where applicable, of the data protection officer;
- the categories of processing carried out on behalf of the data controller;
- where applicable, transfers of personal data to a third country or to an international organisation, including the identification of that third country or international organisation and, in the case of transfers referred to in Article 49(1)(2) of the GDPR, documents attesting to the existence of appropriate safeguards; and
- as far as possible, a general description of the technical and organisational security measures.

16. LIABILITY
‍Each Party is liable for all direct damage suffered by the other Party and caused by a proven breach of its obligations under this Annex and arising from a breach of its obligations by the Party at fault, its employees, representatives, agents and, where applicable, its subsequent Sub-processors.

In the event that one of the Parties is liable to the other or to any third party as a result of the improper performance or non-performance of its obligations under this Annex and the applicable Regulations, the Party at fault shall be liable for direct damages suffered by the other Party and for all direct damages related to a security failure resulting in unavailability, loss of traceability, doubt as to the integrity or lack of confidentiality of the Personal Data.

The Party at fault shall be responsible for any proceedings arising from the fault and, in the event of criminal or contractual liability or an administrative sanction imposed by the Regulatory Authority, shall pay any fines and compensation, financial or otherwise, arising from the fault.

17. AGREEMENT ON EVIDENCE
‍By express agreement, the Parties accept as proof the electronic communications exchanged between them. The printout of such electronic communications shall be deemed to be an original writing and shall be deemed authentic between the Parties.

This Appendix represents the entire agreement between the Parties relating to the framework of the Processing detailed in Appendix 1. It cancels and replaces all previous documents, agreements and contracts, whether verbal or written, between the Parties relating to the same subject.

Only a written amendment signed by a duly authorised representative of each Party may modify the undertakings set out in this Appendix, any written exchange (e-mail, fax or other) being deemed null and void.

18. CONSEQUENCES OF THE TERMINATION OF THE TERMS AND CONDITIONS
‍The Parties agree that upon termination of the General Terms and Conditions, AXONEPRO shall, as soon as possible (and at the latest within thirty (30) calendar days), at the Customer's discretion: 
- return all transferred Personal Data and copies thereof to the Customer or to any third party designated by the Customer; or 
- destroy all Personal Data and provide a written certificate from an authorized representative of AXONEPRO to the Customer attesting that it has proceeded to their destruction without keeping any copies, unless the applicable law prevents AXONEPRO from proceeding to such destruction, in which case AXONEPRO undertakes to preserve the confidentiality and security of the Personal Data during the legal archiving period of such data in accordance with the Applicable Regulation (in particular for evidentiary purposes).

©OOTI - AXONEPRO 2024