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4, rue Charles Bourseul
22 300 Lannion
Tél. : + 33 (0)2 96 48 48 81
Eco-Compteur is an SAS with share capital of € 108,000
SIRET: 477 627 772 00023
APE Code (NAF): 6202 A
VAT number: FR07 477 627 772
OVH SAS SAS with capital of € 10,069,020
RCS Lille Métropole 424,761,419,00045
APE Code 2620Z
VAT number: FR 22 424 761 419
Eco-Counter collects your personal data for predetermined and legitimate purposes
Eco-Counter is the legitimate body for the processing of personal data operated on the site. The company collects information about you when you browse our website. The mandatory or optional nature of the data is specified on the information collection forms.
The personal data collected allow us to perform the operations relating to:
The legal groundings for this data processing is the execution of the contracts or the execution of pre-contractual measures taken at your request.
This data can be used to send information from Eco-Counter, which you can unsubscribe at any time.
We are committed to ensuring the security of your personal data through strict procedures within our company. For data collected “online”, communications on the client part are encrypted between the user’s computer and our servers (HTTPS secure zone). Eco-Counter put all its efforts in order to protect your personal data. Within Eco-Counter, only those who, because of their functions, have a legitimate interest in accessing them will have access to your information.
In the context of technical operations, your data may also be hosted by our subcontractors. These are rigorously selected and act according to our instructions. Your data is hosted in Europe. No transfer of data outside the European Union is carried out, thus ensuring optimal legal security of your personal data. Eco-Counter keeps your personal data for a limited and predefined period.
Accounts and orders:
As a customer, your data will be kept for the time needed for commercial management.
Cookies have a limited lifespan of thirteen months after their first deposit in the terminal equipment of the user (following the expression of consent), as recommended by the CNIL. To learn more about cookies and how we are committed to using them, please visit this page.
You have rights to your personal data, here’s how to use them:
In accordance with the provisions of the Data Protection Act of 6 January 1978 as amended and those of the General Data Protection Regulations, you have the right to access, correct, port and erase your personal data. You may also request the limitation of the processing of data concerning you. You can exercise your rights by contacting us: by e-mail to the dedicated address firstname.lastname@example.org; or by mail to Eco-Compteur, 4 rue Charles Bourseul 22300 Lannion.
Your request must specify your name(s), first name(s), customer number and include a copy of your identity document. You also have the right to set guidelines for the management of your personal data after your death. You can also, for legitimate reasons, deny the processing of your data and have the right to withdraw your consent at any time when processing of personal data implemented relies on it. Finally, you have the possibility to lodge a complaint with the supervisory authorities competent for the protection of personal data.
Date of last update: 10/04/2019
These general terms and conditions of sale are applicable to the sale of property (hardware and software) sold by ECO-COMPTEUR to any professional buyer. To prevent any misunderstanding, these general terms and conditions of sale do not apply to a consumer buyer as set forth in the French Consumer Code.
The original version of these conditions is in French. Only the French version is binding and shall prevail over any other version.
These general terms and conditions are always sent to the buyer prior to any order placement.
Consequently, placing an order with ECO-COMPTEUR is subject to the buyer’s unreserved acceptance of these general terms and conditions of sale, any subsequently applicable general terms and conditions of sale, as well as of ECO-COMPTEUR’s prices effective on the order date, notwithstanding all conflicting clauses which appear in any type of document issued by the buyer.
Overriding or special agreements will not prevail over these conditions, failing the express, written agreement of ECO-COMPTEUR. Any conflicting clauses originating from, amongst others, general conditions of sale, general conditions of delivery and buyer conditions relating to the listing of preferred suppliers, shall be considered unenforceable.
Should ECO-COMPTEUR fail to invoke any of the clauses in these general terms and conditions of sale at a given point in time, this shall not be construed as representing its waiver of entitlement to invoke any one of the clauses of said conditions at a later date.
The texts and photos featuring in the catalogues, commercial documentation and on the website of ECO-COMPTEUR are not contractually binding, the products shown being subject to any changes deemed necessary by ECO-COMPTEUR.
ECO-COMPTEUR retains the right to amend these terms and conditions as it sees fit. The general terms and conditions of sale applicable to the contract are those in force on the date of acceptance by the buyer.
ECO-COMPTEUR offers its products to potential buyers via its sales team, its brochures and catalogues or its IT system.
ECO-COMPTEUR may at any point in time modify the references and characteristics of its products for sale.
Sales are only finalised subject to the express written acceptance by ECO-COMPTEUR of the buyer’s order; it being specified that ECO-COMPTEUR may reject the order, including in the following circumstances:
The term ‘order’ encompasses any order covering the products sold by ECO-COMPTEUR and featuring on the price list applicable on the effective date, and approved by ECO-COMPTEUR, potentially associated with the settlement of the down payment stated on the purchase order.
Any modification to the content or volume of an order or cancellation of an order by the buyer can only be considered if it is received in writing by ECO-COMPTEUR and accepted in writing by ECO-COMPTEUR.
Should the buyer make any changes to the order, ECO-COMPTEUR will be released from the agreed lead times for its execution.
As the buyer is a professional buying for the purposes and requirements of their trade, there is no need to apply the right of withdrawal under the French Consumer Code, under the following proviso.
Pursuant to article L221.3 of the French Consumer Code, any professional buyer with a workforce of less than 5 employees has a 14 day period to withdraw from any off-premises contract under article L221-1 I. 2° of the Consumer Code (except for contracts signed remotely), subject to the purpose of the contract not entering the scope of the Client’s core business. Pursuant to the Consumer Code, the buyer has a period of 14 business days from the date of delivery of their order to return any product that fails to meet their expectations and request an exchange or reimbursement without penalties, save for return costs that are borne by the buyer.
Products must be returned in their original and complete state (packaging, accessories, user guide, etc.), complete with their purchase invoice.
Damaged, soiled and incomplete products will not be traded in.
The buyer can use the form attached to the order during delivery, or any other withdrawal declaration method, provided it is unambiguous and clearly states the buyer’s will to withdraw.
If the right to withdrawal is invoked within the above-stated period, the price of the product or products purchased and the delivery costs will be reimbursed.
Return costs are borne by the buyer.
The prices of the products are subject to change without notice. Any price changes will be automatically effective on the date given on the new price.
Invoicing is based on the prices in force on the day on which the order is placed.
Prices are given net and excluding VAT. Shipping and packaging costs may be charged in addition to the price of the products.
All taxes, duties, fees or other costs to be paid pursuant to French regulations or those of an importer country or a transit country are payable by the buyer.
The delivery lead times are subject to availability and are solely informational.
ECO-COMPTEUR is authorised to carry out partial deliveries.
Products are deliverable to the locations agreed to with the buyer. Pursuant to article L 132-7 of the French Commercial Code and irrespective of the conditions of transport and payments terms, the goods are shipped at ECO-COMPTEUR’s own risk.
Late deliveries are not subject to damages, detention and cancellation of current orders.
Complaints will only be accepted if they are filed within a 7-day period, not including bank holidays, following the delivery of the products and if the consignee has not fulfilled their duties for the delivery, in particular in regards to the legal reservation notification with the hauliers. The complaint must include any justification substantiating the truth of the visible defects or breaches as well as any information whereby ECO-COMPTEUR can establish a connection with the invoice.
Return costs can only be charged to ECO-COMPTEUR if a visible defect is indeed allegedly identified by ECO-COMPTEUR.
Should a visible defect or breach be formally identified by ECO-COMPTEUR following verification, the buyer can only request that ECO-COMPTEUR replace the non-compliant items and/or make up for shortages, charged to ECO-COMPTEUR and without the buyer being entitled to any compensation or the termination of the order.
Delivery of the products ordered by the buyer without any reservations covers any visible defect and/or shortage.
ECO-COMPTEUR endeavours to meet the delivery dates stated upon acceptance of the order, in accordance with the reference logistic lead time in the trade, and to execute the orders, apart from a case of force majeure.
To this end, force majeure covers any events that the Law and Courts recognise as such, as well as any events contractually associated with, and which the buyer acknowledges and accepts, a case of force majeure, including: fire, any disruption to work experienced at ECO-COMPTEUR or one of its suppliers or subcontractors, lock-out, flood, epidemic, war, requisition, strike, hurricane, tornado, earthquake, revolution, act of state, theft of all or part of the equipment, extreme cold, shortage of raw material or component, failure to execute or defective or late execution of an ECO-COMPTEUR supplier, accident involving machinery, fuel shortage or power outage, disruption or delay in transportation, damage in transit, telecommunications or internet failures, temporary decommissioning of machinery or tools required for the execution of orders within ECO-COMPTEUR’s premises, their suppliers or subcontractors, as well as in the case of any circumstance or event beyond ECO-COMPTEUR’s control taking place after conclusion of the contract and preventing performance of the contract under normal conditions by ECO-COMPTEUR.
ECO-COMPTEUR must inform the buyer in a timely manner of the occurrence of one of the events listed above and must attempt to remedy its effects as soon as possible.
However, if ECO-COMPTEUR deems that the performance of an order appears to be permanently jeopardised as a result of the above-mentioned events, ECO-COMPTEUR will be entitled to cancel said order without incurring liability.
ECO-COMPTEUR may also, if the buyer fails to pay, terminate the contract under the conditions of article 9 below. ECO-COMPTEUR may, as it sees fit, consider these orders suspended or cancelled until complete payment of the debts by the buyer.
Under no circumstances may payments be suspended or be subject to any set-off whatsoever without the prior written agreement of ECO-COMPTEUR.
Any drop in the buyer’s credit can justify the request for a security or immediate payment prior to the execution of the orders received.
Similarly, ECO-COMPTEUR retains the right, in accordance with the risks incurred, to set a cap on the outstanding liabilities of the buyers at any moment. This shall be the case where a change in management or in the status of the company takes place or where a sale or a lease, mortgage or transfer of the business is likely to have an adverse effect on the creditworthiness of the buyer.
Any invoice remaining undisputed after a period of 6 months following its issue is considered as definitively accepted and will not give rise to any claims for reimbursement or compensation.
TRANSFER OF OWNERSHIP OF ECO-COMPTEUR PRODUCTS IS SUBJECT TO EFFECTIVE PAYMENT IN FULL, INCLUDING EXTRA COSTS, ON THE DUE DATE BY THE BUYER.
Should the payment not be made within the contractual period, or be incomplete, ECO-COMPTEUR retains the right to claim back the delivered products.
In the event of a claim, the products found will be deemed the last invoiced and will thus be claimed back to the amount of outstanding invoices.
Notwithstanding the date of transfer of ownership, the transfer of risks of loss and damage of products will be done upon delivery and receipt of the products by the buyer. Therefore, they must ensure the preservation of said products and cover them sufficiently against all risks of loss, destruction and theft. As of now, the buyer transfers to ECO-COMPTEUR all relevant liabilities to its insurance company and the insurance payment, legally acquired by ECO-COMPTEUR, will be deducted from the fraction of the outstanding price.
The buyer will remain bound to the payment of the full price to ECO-COMPTEUR.
The buyer has no intellectual or industrial property rights (trademarks, models, templates, copyright, etc.) over ECO-COMPTEUR’s products, hardware, advertising documents, presentation documents and product packaging.
ECO-COMPTEUR retains exclusive ownership of these rights.
Software or immaterial elements incorporated into ECO-COMPTEUR’s products are not transferred to the buyer and remain sole property of ECO-COMPTEUR, which the buyer hereby acknowledges and accepts. The same applies to any distinctive sign (trademark, logo, etc.) replicated on hardware sold by ECO-COMPTEUR.
Unless otherwise specified in the license agreement provided with a software product, ECO-COMPTEUR solely grants the buyer, in compensation for payment of the price, for such software elements, a personal, non-exclusive licence, valid over the service life of the associated products, strictly limited to the purposes and needs of this use, and not transferable, except to the potential dealer of said products. The buyer is solely authorised to install the software as an executable version, use it for the purposes for which it is designed and to reproduce the documentation provided by ECO-COMPTEUR. The buyer has no access right to the software’s source code.
Therefore, the buyer will refrain from permanently or temporarily replicating said software products, either in part or in full, by any means and form whatsoever, using them for any other purposes than those for which they are initially designed, forwarding them to a third party for any reason whatsoever, decompiling, disassembling or performing any reverse engineering operation, translating, adapting, arranging or amending the software products, exporting them, merging them with others, correcting any errors, without prejudice to the provisions of article L122-6-1 of the Intellectual Property Code, III and IV.
ECO-COMPTEUR may take advantage, as a business reference, in its advertisements, brochures, posters, pamphlets, commercial documents, leaflets, miscellaneous publications and any promotional materials, as well as during trade shows and conferences, of the products delivered to the buyer.
The buyer authorises ECO-COMPTEUR to mention their name as well as to replicate their logo on said media, for the sole purposes provided for under this article.
Any visible defect is covered by the buyer’s unreserved acceptance of ECO-COMPTEUR’s products pursuant to article 2 above.
ECO-COMPTEUR warrants the delivered products against any non-visible material, component or manufacturing defect for a period of two years from their delivery to the buyer, pursuant to articles 1641 et seq. of the French Civil Code.
As such, should the buyer notice any defect on the product during the warranty period, the buyer must notify ECO-COMPTEUR immediately by registered letter with confirmation of receipt in order to verify that the problem is not due to improper installation. As the case may be and at its discretion, ECO-COMPTEUR can dispatch a member of its staff on site to verify that the product is installed according to specifications. Should the buyer deny ECO-COMPTEUR access to the product in situ, ECO-COMPTEUR may refuse warranty thereof.
Should the product be found to be defective following this first verification and according to standard conditions of use, owing to material, component and manufacturing defects, ECO-COMPTEUR may, at its sole initiative, either repair or replace the product in keeping with the conditions listed below.
Repaired parts or the replacement product will be covered by a new two-year warranty.
ECO-COMPTEUR’s warranty does not cover failures resulting from, in particular:
ECO-COMPTEUR’s warranty is limited to the repair and replacement of the defective product. ECO-COMPTEUR will therefore not be held liable and will accept no claims for damages in the event of loss of data or fake data resulting or not from a product malfunction, material or immaterial damages caused directly or indirectly by the product to a user, personnel using the product or more broadly the general public.
ECO-COMPTEUR provides the buyer with a separate after-sales service for the repair of products with defects that do not fall under the legal conformity and hidden defects warranties.
In this case, the buyer can send the product in question to ECO-COMPTEUR‘s head office, that will analyse the product and issue an estimate to the buyer for the repair service for the product in question, subject to the technical feasibility of the repair.
The repair service falls under an express agreement between ECO-COMPTEUR and the buyer.
Unless otherwise agreed between the buyer and ECO-COMPTEUR, shipping costs are borne by the buyer and return costs are borne by ECO-COMPTEUR.
Unless otherwise specified on the estimate, ECO-COMPTEUR will make its best endeavours to repair the product within eight business days from the receipt by ECO-COMPTEUR of the estimate signed by the buyer.
ECO-COMPTEUR has an ipso jure unilateral power to terminate the contract in the event of the buyer’s failure to execute their payment obligation of the sums owed on their due date, pursuant to the invoices issued to it.
Termination will be effective 30 calendar days following formal notice issued to the buyer, subject to the latter’s failure to fully settle the payment within the period.
Said formal notice is issued by registered letter with confirmation of receipt mentioning this article.
This termination power is without prejudice to the application of the reservation of ownership clause set out in article 5 above.
Furthermore, in the event of execution of the unilateral termination power under the terms set forth in this article and by way of compensation, ECO-COMPTEUR is entitled to retain the sums already settled by the buyer.
11.1 General provisions
As part of their contractual relations, ECO-COMPTEUR and the buyer agree to comply with the currently applicable regulations regarding personal data, and in particular regulation EU 2016/679 regarding the protection of natural people with respect to processing personal data and free circulation of such data, applicable as of 25 May 2018 (hereinafter referred to as ‘GDPR’) as well as the currently applicable national law.
ECO-COMPTEUR adheres to the principles governing the processing of personal data under article 5.1 of the GDPR:
11.2 Collected data
During the conclusion of a product sale contract, ECO-COMPTEUR collects personal data for these contracts from the buyer’s workforces:
11.3 Legal basis for data processing
Data processing is based on:
11.4 Data processing purposes
Data processing is performed for the following purposes:
11.5 Data storage period
For each of the following data processing purposes, collected personal data is stored by ECO-COMPTEUR as follows:
11.6 Data sharing
Processed personal data can be shared in the following cases:
11.7 Safety measures
ECO-COMPTEUR implements organisational, technical, software-based and physical measures in terms of digital safety to protect personal data against alterations, destruction and unauthorised access.
11.8 Terms of exercise of rights of persons concerned
Pursuant to current regulations regarding personal data protection, natural persons concerned have a right to access, modify and delete their personal data. They can at any time object to the circulation of the data provided, free of charge and without providing any reason. To exercise this right, the natural person can contact ECO-COMPTEUR at the following address:
4 Rue Charles Bourseul – 22 300 LANNION
These conditions are subject to French law.
The parties shall seek an amicable agreement before any litigation action.
WHERE NO AMICABLE AGREEMENT IS FOUND, THE SETTLEMENT OF DISPUTES SHALL FALL UNDER THE EXCLUSIVE JURISDICTION OF THE COURTS OF SAINT BRIEUC, FRANCE, INCLUDING IN RELATION TO SUMMARY PROCEEDINGS, INCIDENTAL CLAIM, IMPLEADER OR MORE THAN ONE DEFENDANT.
General Licence Conditions
This document sets out the general licence conditions (the “Contract” or the “Licence”) for the ECO-COUNTER services (the “Services”) related to the ECO-COUNTER counting products (the “Products”) specified in the appendices to this document and applicable to all ECO-COUNTER’s professional clients (each, a “Client”).
With this Contract, ECO-COUNTER grants the Client a non-exclusive, non-assignable right of use to the Services.
This Contract applies to:
The Contract signed by the Parties consists of this document and Appendices 1 and 2 hereof, describing the features of the Services chosen among those offered by ECO-COUNTER, as well as the applicable financial conditions for the term of the Contract defined between ECO-COUNTER and the Client.
The Client’s acceptance of ECO-COUNTER’s offer carries with it, by operation of law, the Client’s complete and unconditional acceptance of the Contract and the Client’s express waiver, if applicable, of any provision contrary to its term of purchase, however framed. In the event of the Client’s non-compliance with the Contract, ECO-COUNTER reserves the right to proceed with the termination of the Contract, the cancellation of the sale or its forced performance.
The Parties declare and acknowledge that (i) they are and shall remain, throughout the term of the Contract, independent commercial and professional partners, each assuming the risks of its own activity, each conserving the management of its business; and (ii) that the Contract cannot be deemed to have created between them any subsidiary or joint venture or any relationship of subordination or employment.
The Parties undertake to always treat one another as loyal partners in good faith and, in particular, to inform each other of any difficulty they may encounter in the performance of this Contract.
Orders only bind ECO-COUNTER once ECO-COUNTER has accepted an order and confirmed this acceptance to the Client by issuing a confirmation of receipt.
The prices for the Services are given in Euros, and before any applicable taxes.
Unless otherwise stated in the quote or any other document presenting an offer from ECO-COUNTER, the prices shall remain unchanged for a period of three (3) months from the time of communication to the Client.
The price of the Services may be reviewed every year on the anniversary date of the Contract’s signature.
The Services will be invoiced annually.
Unless stipulated otherwise in the quote, invoices must be paid by bank transfer within 30 days of the invoice date. Compliance with this deadline requires the Client to take into consideration the timing of fund disbursement related to this mode of payment. All transfer fees shall be borne by the Client. Any payment that arrives after the settlement date on the invoice, as per the terms of the Contract, will lead to the incurring of late payment penalties, without formal notice, calculated on the basis of 3 times the legal interest rate from the day following the settlement date until the effective payment date, as well as a lump-sum fine for the collection fees of 40 euros per late invoice, in accordance with article L 441-6 of the Code de Commerce. If the collection fees are higher, an additional fine may be charged by ECO-COUNTER on presentation of supporting documents.
ECO-COUNTER may also, in the event of payment incidents or the Client’s failure to pay, terminate the Contract under the terms of Section 7.2 below. ECO-COUNTER may also, at its discretion, consider the Services to be suspended or cancelled until the Client settles its debt in full.
Under no circumstances shall payments be suspended or subject to compensation of any kind without the prior written consent of ECO-COUNTER.
Any invoice that is not contested within a maximum period of three (3) months after issuance is considered to be definitively accepted and may not lead to any requests for reimbursement or compensation.
The Parties cannot be held responsible for a delay or breach of a contractual obligation resulting from circumstances beyond their control, such as an act of nature or an unpredictable or unavoidable event that prevents the Parties from fulfilling all or part of their obligations, namely, any force majeure event as established in the jurisprudence of the Cour de Cassation.
Force majeure events include but are not limited to:
In such a situation, the Party prevented from fulfilling its obligations shall notify the other Party of the delay or breach in question. If the continuation of the force majeure event exceeds one (1) month, either Party may terminate the Contract without any indemnity whatsoever.
By express agreement, this Section shall have no effect on the Client’s obligation of payment, including all expenses incurred by ECO-COUNTER prior to termination.
It is expressly agreed that ECO-COUNTER shall execute all of its obligations under the Contract on the basis of an obligation of means.
ECO-COUNTER cannot be held responsible for events outside its control that occur during its performance of the Services, including whether such an event affects the Services and/or the Data used in the provision of the Services (the impact of which may cause the Data to become less accurate).
This applies, in particular but not exclusively, in cases of:
ECO-COUNTER will not be responsible for decisions made by the Client based on the information, documents and study reports drawn up by the Client on the basis of ECO-COUNTER’s Services, as the information, documents, study reports and information are for reference purposes only and have no contractual value.
By express agreement, under no circumstances shall ECO-COUNTER be held responsible for indirect damages. Indirect damages that do not give rise to compensation include: any moral or commercial damages, interruption of activity, loss of profits, loss of revenues, loss of earnings, loss of sales, loss of data, loss of clients or orders or costs related to obtaining replacement goods or services, regardless of the basis of liability or the legal principle under which damages are claimed, and whether or not ECO-COUNTER was informed of the possibility or occurrence of such damages. ECO-COUNTER expressly rejects any liability arising from any third-party suit, claim or recourse against the Client. The Client shall protect and hold harmless ECO-COUNTER against any third-party suit, claim or recourse.
In any event, other than in cases of death or bodily harm caused by one of the Parties or gross negligence, ECO-COUNTER’s total responsibility, for any cause whatsoever, arising under this Contract cannot exceed thirty per cent (30%) of the sums paid or payable by the Client to ECO-COUNTER.
The Parties agree that this Section provides for a reasonable allocation of risk and constitutes a critical clause in this Contract, in the absence of which this Contract would not have been concluded.
The Services of ECO-COUNTER are not assigned to the Client and remain the exclusive property of ECO-COUNTER, which the Client acknowledges and accepts. The same applies to any distinctive sign (brand, logo, etc.) that appears in relation to ECO-COUNTER’s Services.
ECO-COUNTER grants to the Client in connection with its Services’ software components, in consideration of the prices paid by the Client, a non-exclusive personal right of use, valid for the term of use of the corresponding Services, strictly limited for the purposes and needs of that use alone and non-assignable, other than to a future assignee of said Services. The Client is only authorized to use the executable version of the Services, to use them for the purposes for which they are intended and to reproduce the documentation that will be provided by ECO-COUNTER. The Client shall not have any right of access to the Services’ source code.
Consequently, the Client shall not reproduce the Services, permanently or temporarily, in whole or in part, by any means and in any form, use or operate them for any purpose other than the intended purpose, give them to a third party in any capacity, proceed with any decompilation or disassembly, carry out any reverse engineering, translate, adapt, arrange or modify the Services, export the Services; merge them with other services, or correct any errors, without prejudice to the provisions of article L122-6-1 of the Code de la propriété Intellectuelle.
ECO-COUNTER collects Data to carry out the Services. This Data concerns the number of people in a specific location, counted using the Products.
The Data collected by ECO-COUNTER’s Services belong wholly to the Client. The Client can obtain the Data in a format that allows for its reuse. ECO-COUNTER formally agrees not to sell the Data to any third party.
Unless otherwise stipulated by the Client, if the Client has a Product in the Eco Display line, the Data shall be displayed on the ECO-COUNTER webpage that can be viewed at this address: https://www.eco-public.com/ParcPublic/?id=4586. This Eco-Display Data allow ECO-COUNTER to promote its Products and Services.
The Client expressly agrees that ECO-COUNTER may use the Data:
Furthermore, and solely with the prior consent of the Client, ECO-COUNTER may share the Data with any third-party organization or entity that wishes to use the Data for its own purposes. The Client will be informed of the purposes for which and the conditions under which the Data will be used.
The Contract is concluded for an initial term of one (1) year or three (3) years, and automatically renewable for one (1) year periods, up to a maximum of five (5) years or for an initial term of five (5) years, subject to the Client’s acceptance of ECO-COUNTER’s offer of same.
The initial term of the Contract may exceed three (3) years. In this case, the initial term will be as stated in ECO-COUNTER’s offer to the Client.
ECO-COUNTER reserves the right to suspend, immediately and without notice, on simple notification by registered letter with acknowledgement of receipt addressed to the Client, the performance of the Contract, including access to the Services purchased by the Client, in the following situations:
The suspension of the Contract shall result in the immediate payment of all sums owing to ECO-COUNTER by the Client, which shall remain responsible for fulfilling all of its obligations under the Contract.
A lump sum reactivation fee of 100 euros, plus taxes, will be charged to re-launch the purchased Services after suspension. If Data reconstruction is required after a period of suspension, it will be subject to a Data reconstruction order at the rate in effect at the time of reconstruction, which rate will be communicated in advance to the Client.
The Contract may be terminated at any time by either Party in the event of a breach of a contractual obligation by the other Party, subject to a thirty (30) day cure period. The effective date of termination will occur one (1) month after a formal notice to remedy the breach, sent by registered mail with acknowledgement of receipt by the non-defaulting Party to the defaulting Party, has been ignored.
Specifically, the Contract may be terminated by operation of law by ECO-COUNTER according to the above procedure, without the Client being able to claim any compensation, in the following cases:
ECO-COUNTER undertakes to provide to the Client, within two (2) months of the effective date of termination, all Data, in a reusable format.
The terms and conditions for the protection of personal data are set out in Appendix 1, “Protection of Personal Data,” which forms an integral part of the Contract.
In the event of a change in circumstances that was unforeseen at the time of execution of the Contract, including when the prices for the provision of the Services were established, in accordance with article 1195 of the Code civil, the Party experiencing an obvious imbalance or inequality in the carrying out of the Contract may ask the other Party, by registered mail with acknowledgement of receipt, for a renegotiation of the terms of the Contract.
Unless an agreement is reached within three (3) months of receipt of the registered letter, the Contact may be terminated without penalty, damages or interest.
The Contract and the rights granted hereunder cannot be transferred or assigned without the prior written agreement of ECO-COUNTER. Any attempt at transfer or assignment in violation hereof shall be null and void.
Any clause of the Contract that is deemed inapplicable, invalid or illegal may be amended by the Parties to make it enforceable, valid or legal, while keeping the terms of such clause substantially similar.
ECO-COUNTER reserves the right to revise the Contract. The acceptance by either Party of the non-performance of any provision of this Contract shall in no way be interpreted as a waiver of that provision, nor as a waiver to invoke the breach of such provision, at any moment, in order to achieve any outcome.
These terms and conditions are subject to French law.
To jointly resolve any dispute that may arise in the performance of the Contract, the Parties agree to meet within fifteen (15) days of the receipt of a registered letter with acknowledgement of receipt, sent by either Party.
This amicable resolution procedure is a mandatory prerequisite to the institution of legal proceedings between the Parties. Any legal proceedings instituted in violation of this clause shall be declared inadmissible.
If, however, after a period of three (3) months, the Parties have not agreed on a compromise or a solution, the dispute shall be submitted to the jurisdiction identified below.
Section 1 – GENERAL TERMS
In their contractual relationship, ECO-COUNTER and the Client agree to uphold the regulations in effect concerning the processing of personal data and, in particular, Regulation EU 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, applicable as of May 25, 2018 (“GDPR”).
As such, each of the Parties agrees to uphold the principles related to the processing of personal data set out in Article 5.1 of the GDPR:
In its contractual relationships, ECO-COUNTER may process personal data in two separate legal contexts:
Section 2 – ECO-COUNTER’S DATA PROCESSING AS DATA CONTROLLER
Upon execution of the Contract, ECO-COUNTER collects personal data about its contacts on the Client’s staff.
In this context, ECO-COUNTER is a data controller in accordance with the terms of the GDPR. The data collected is the following:
This processing is carried out in accordance with Article 6.1.a (consent of the data subject) and/or Article 6.1.b (performance of a contract) of the GDPR.
The Client has been informed and expressly agrees that ECO-COUNTER will collect and process data for the following purposes:
For each of the following processing purposes, the personal data collected shall be kept by ECO-COUNTER as follows:
The personal data processed in accordance with the terms set forth above may be shared in the following situations:
ECO-COUNTER implements organizational, technical, software and physical digital security measures to protect personal data against alteration, destruction and unauthorized access.
In accordance with the regulations in effect on the protection of personal data, the data subjects concerned have a right of access, modification and deletion of their data. They may, at any time, freely and without justification, oppose the dissemination of the personal data they have provided. To exercise this right, the data subject concerned may approach ECO-COUNTER, at the address provided below:
4 Rue Charles Bourseul – 22300 LANNION
Section 2 – ECO-COUNTER’S DATA PROCESSING AS DATA PROCESSOR
In the performance of its services and, in particular, the Services, ECO-COUNTER may process personal data concerning the data subjects who are the subject of the Services ordered by the Client.
First, the Client acknowledges and accepts that:
As a client of the services, the Client is the data controller within the meaning of the GDPR and ECO-COUNTER is the data processor.
Consequently, the Client guarantees that it alone determines the purposes and the means of the data processing.
ECO-COUNTER also reiterates that it does not control the use of the processed data and is only involved in its capacity of data processor.
The data collected are the following:
The Client guarantees:
ECO-COUNTER undertakes to:
ECO-COUNTER’s Services allow for the visualization of Data from ECO-COUNTER sensors in connection with the counting Products installed at various points and zones on the Client’s geographic site (the “Site”). The Client has access to the following services:
OVERVIEW OF THE SERVICES OFFERED BY ECO-COUNTER:
Details about the Services are provided in this appendix. The Client acknowledges that any order of Services is subject to the terms of the Contract.
ECO-COUNTER reserves the right to modify the list of Services.
This Service concerns ECO-COUNTER Products equipped with a DATA SIM card.
This card allows for the transmission of Data on ECO-COUNTER servers. For this Service, ECO-COUNTER has employed a subcontractor, Sierra Wireless.
The daily Data are sent via 2G, 3G, 4G or 4G LTE networks, depending on the local availability of the DATA network and the type of Product acquired by the Client.
ECO-COUNTER is dependent on its subcontractor for the transmission of the daily Data. Data transmissions are guaranteed at a success rate of 95% under normal conditions of Product use.
ECO-COUNTER cannot, for any reason, be held responsible for any malfunction related to its transmission of daily Data Services, which is provided by Sierra Wireless.
If Data transmission has become impacted for reasons relating to the local DATA network, ECO-COUNTER permits the Client to collect the Data from the Product by connecting locally to the Product.
ECO-COUNTER cannot be held responsible for the failure of Data transmission if no DATA technology is available at the Site. Furthermore, ECO-COUNTER assumes no responsibility if technology is not available at the Site.
Products with an inactive DATA SIM card can be put in active DATA SIM mode at any time if the Client purchases a Service that includes the transmission of daily Data.
The daily Data is hosted in the file format of ECO-COUNTER’s choosing in an OVH data centre.
OVH guarantees all security required in terms of data storage and IT security.
ECO-COUNTER is dependent on its supplier OVH for the availability, quality and reliability of its Data hosting. The availability access rate for the hosted Data provided by OVH is 97%.
ECO-COUNTER can in no way be held responsible for any malfunction related to the hosting services provided by OVH.
Upon the expiry or termination of the Contract and upon the winding up of the Services, the Data hosting will be extended for a period of five (5) years by ECO-COUNTER. At the end of this period, all hosted Data will be deleted.
ECO-COUNTER offers a data visualization service via web access to the ECO-VISIO Platform.
The ECO-VISIO Platform is a visualization and analysis software for the daily Data transmitted by the Client’s ECO-COUNTER Products.
This Service includes administrator access to the ECO-VISIO Platform for the Client.
Using this administrator access, the Client can create and manage access accounts for its other users. The Client has full responsibility over such access, including with respect to the secure use of the Data and the ECO-VISIO Platform.
ECO-COUNTER cannot be held responsible in the event of improper handling of the Data by the Client’s administrator or one of the Client’s users.
Access to the Platform is for a limited term, corresponding to the term of the Contract and of the Services purchased by the Client.
In case of non-renewal of the Services, ECO-COUNTER will deactivate the Client’s access to the Platform (both the administrator account and all user accounts).
To allow the Client to resubscribe without losing its user accounts, ECO-COUNTER will not delete any Client accounts until six (6) months after the termination of the Services.
By default, ECO-COUNTER gives the Client access to a Data export function in Excel format.
For purely technical reasons, ECO-COUNTER reserves the right to change its Data export format at any time. The Client may, from the ECO-VISIO Platform, if it is subscribed to such Service, export the Data via customizable widgets.
Consequently, the Client can export all Data generated by the Products.
Under no circumstances can ECO-COUNTER be held responsible for the use of the Data after the Client has exported the Data, whether by the Client administrator or any of its users.
The availability of ECO-COUNTER support is the following:
Monday, Tuesday, Wednesday, Thursday
8 a.m. to 6 p.m.
8 a.m. to 5 p.m.
ECO-COUNTER reserves the right to change these availabilities.
ECO-COUNTER support should be requested by email at email@example.com.
In the email subject line, the Client must state the severity level of its request in accordance with the severity levels set forth in the table below:
Eco-Visio webpage is not accessible;
The daily Data has not been available for over 5 days;
Data export is not possible;
For each of these three issues, no workaround is available.
ECO-ALERT management or ECO-ALERTS are not functional;
The weather module is not functional;
For each of these two issues, no workaround is available.
An error other than an error of severity level 1 or 2 which has a significant impact on the function of the Services;
A functionality is not working as indicated, but a workaround is available and the important commercial functions are not substantially altered.
An error with no impact on operations.
A request for improvement or a new function or service.
The Client will have to explain in detail, in the email, the problem it has encountered and, if necessary, provide all the information that can assist ECO-COUNTER in understanding and resolving the problem.
Based on the severity indicated by the Client, it will receive a response within the timelines set forth below, in business days:
Within 48 h
An initial telephone contact will be made by ECO-COUNTER Support, if the Client is available, to commence the resolution of the problem.
Within 72 h
An initial email contact will be made by ECO-COUNTER Support to commence the resolution of the problem.
Within 1 week
An initial email contact will be made by ECO-COUNTER Support to commence the resolution of the problem.
Within 2 weeks
An initial email contact will be made by ECO-COUNTER Support to commence the resolution of the problem.
ECO-COUNTER reserves the right to change the content of its expected response.
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