General Terms and Conditions of Sale and Use of Services

These general terms and conditions apply between the company LABSQUARE, a simplified joint stock company with a single shareholder (SASU), registered in the Strasbourg trade and companies register under number 917 764 417, having its registered office at 17 rue de Rosheim 67000 STRASBOURG, represented by Jérôme THOMAS as president (hereinafter referred to as “LABSQUARE”) and the Client.

These general conditions may be modified at any time by LABSQUARE.

Preamble

LABSQUARE markets an application solution accessible online in SaaS mode (“Software as a Service”). This solution is intended for:

on the one hand, to the connection of laboratories (“Order Givers”) with Service Providers for the creation of requests for services in metrology and equipment maintenance, as well as the monitoring of their execution;
and, on the other hand, to the management of the laboratory equipment fleet.

The Client wishes to use some of the SaaS services offered by LABSQUARE for the exercise of its professional activity.

As part of LABSQUARE’s duty to inform and advise, LABSQUARE’s services have been presented in detail to the Client, in particular during a demonstration and/or through a documented commercial presentation. Consequently, the Client acknowledges and declares:

have received all the prerequisites necessary for the installation and functional and technical use of the Services;
have had time to consult the documentation sent to him and have understood the presentation given to him of the LABSQUARE solutions such that he makes a commitment with full knowledge of the facts;
have taken the necessary time and have the skills required to assess the relevance of using LABSQUARE services in accordance with their needs.

ARTICLE 1: DEFINITIONS

Administrator: Member of the LABSQUARE company authorized to view the operations carried out on the Platform and to access the configuration functions of the Application Solution.

Annual Subscription : Means an active subscription for which the subscriber pays annually in order to have access to the services offered by LABSQUARE.

Client: means any legal or natural person having a commercial relationship with the company.

User Account(s): means the account created by the User when registering on the Platform and allowing access to the Services.

Content(s): means any statement, message or information (texts, images, videos, photographs, comments, brands, company names, etc.), regardless of the format, posted online by a User or Administrator as part of the use of the Services.

Contract: Contractual package consisting of the Subscription Contract and these general conditions according to the terms defined in article XX below.

Subscription Contract : Specific conditions of the Contract detailing the specific contractual terms of the Services subscribed to by the Client.

Service Contract(s): Convention, agreement of the two parties (Order Giver and service provider) aimed at generating the completion of a mission and the obligations resulting therefrom.

(Four conditions are necessary for the validity of the contract: the consent of the parties, the capacity to contract, a certain object, a lawful cause.)

Quote: means the service proposal established by the Service Provider.

Client: means any legal entity or natural person, using the company’s services for strictly professional purposes, with a view to entering into contact or being put into contact with one or more Service Provider(s) in order to entrust them with the performance of a Mission.

Mission(s): means the request for service entrusted by the Ordering Party to a Service Provider, from its creation on the Platform to its completion by the Service Provider.

Scope of Services: Services subscribed to by the Customer under the Contract. The Scope of Services is specified in the Subscription Contract.

Platform: means the application software solution (SaaS) made available to users by the company at the address www.labsquare.eu , as well as the associated functionalities and documents enabling the Services to be provided.

Service Provider(s): means any natural or legal person, registered in the National Business Directory (RNE) and the Trade and Companies Register (RCS), or in the National Association Directory (RNA), either operating as an independent under legal conditions from France or abroad and who offers their services to Order Givers through the Platform.

Services: means all services provided by the Company as defined in Article 3.1 hereof.

Customer Service: means the service for putting Users in contact with the Company in order to inform them about the functionalities of the Services and the use of the Platform.

Company: means the company LABSQUARE SASU

Users: means the Service Providers and Order Givers registered on the Platform.

Validation: means the process defined in article 3.2.5 of the General Conditions at the end of which the Order Giver declares on the Platform that the Mission carried out by the Service Provider is completed and complies with the Quote.

ARTICLE 2: APPLICATION OF GENERAL CONDITIONS

2.1 These General Conditions apply to the sale and use of all Services offered or provided by LABSQUARE, as described in Article 5. They apply to any professional buyer (the “Client”), and more generally to all commercial relations between LABSQUARE and the Client, despite any contrary clause in the Client’s possible general conditions of purchase.

LABSQUARE’s services are therefore exclusively subject to these General Conditions which prevail over all general conditions of purchase or commercial documents of the Client, except for derogation and express formal acceptance by LABSQUARE. The fact that the Client uses LABSQUARE’s Services constitutes full, complete and unreserved acceptance of these General Conditions by the Client.

2.2 Unless expressly agreed in writing by LABSQUARE, no change made by the Customer to these General Conditions may bind LABSQUARE, whether indicated in a purchase order from the Customer or in any other document emanating from the Customer.

2.3 Any special provisions agreed in a written agreement between the Client and LABSQUARE on specific agreements and which may be in conflict with these General Conditions shall prevail over the provisions of the corresponding General Conditions.

2.4 It is specified that in order to use the Services, the Client must allow the creation by LABSQUARE, in its name and on its behalf, of an electronic wallet (“e-wallet”) opened with the payment institution “Mangopay” (the “Mangopay Account”), and accept the related general conditions of use ( Mangopay Conditions ).

ARTICLE 3: CONDITIONS OF SUBSCRIPTION TO SERVICES

Under the conditions of Article 3.1, the Company grants the Client a right to use the online services according to the Scope of Services and under the conditions detailed below. The Scope of Services selected by the Client is detailed in the Subscription Agreement.

The Company provides data hosting, maintenance and security of the Platform. As part of the services provided by the Company, the Customer will benefit from:

From a service for submitting a call for quotes under the conditions detailed in article 4.2
Equipment management (optional module) under the conditions detailed in article 4.3
From a document management tool under the conditions detailed in article 4.4
From assistance by technical support

3.1 License to Use

In return for payment of the Subscription Price, the company grants the Client a personal, non-exclusive, non-assignable and non-transferable right to use the Application Solutions for the entire duration of the Subscription Contract.

3.2 Entry into force

The subscription between the Client and LABSQUARE is formed by the Client’s acceptance of the T&Cs and by the Client’s use of the Services.

3.3 First request for service offered

The first ^service request is offered by LABSQUARE to the Ordering Party. The Services only become chargeable from the second request for Services by the Ordering Party.

3.4 Suspension of Services by LABSQUARE

LABSQUARE reserves the right to suspend or terminate the Services at any time, after having informed the Client five (5) days in advance in the event of non-payment by the Client, late payment, or if LABSQUARE considers that the situation of its Client presents a risk for the recovery of LABSQUARE’s receivables.

3.5 Documentation relating to the use of the Services

In the absence of a written clause to the contrary, the documentation of LABSQUARE or concerning the LABSQUARE Services is communicated to the Client for purely informative and indicative purposes only and must not be considered contractual or binding on LABSQUARE.

ARTICLE 4: DESCRIPTION OF SERVICES AND OPERATION

4.1. Description of Services

The Services refer to all the services offered by the company to its Users. There are several levels of Services offered by the company. These offers are described in detail on the company’s Website. The scope of the Services to which each User has access depends on the offer chosen by the company’s Client. The Services are mainly composed of a service available on the company’s website, accessible to each User registered remotely, by logging in with an identifier (the User’s email address) and a password for each User.

The Services include in particular:

the possibility for the User to create an account on the Platform;
the creation of service requests (“calls for quotes”) for the provision of a service:
- the connection between Order Givers and Service Providers via the Platform;
- the publication of requests for the provision of services;
- means of communication via internal messaging, video conferencing;
- comparison of service offers (Quotes);
- the provision of means of payment intended to secure the performance of a Service Provision;
- the collection and provision on the Platform of the documents required from the Service Provider as part of the duty of care, it being specified that the Ordering Party, in its capacity as ordering party, remains solely responsible for verifying these documents;
- the collection from Service Providers of any other document justifying the regularity of their legal status, and their provision to the Ordering Party.
equipment management
a document management tool

4.2 Submission of a Service Request (Call for Quotation)

4.2.1 Operation

4.2.1.1 Connecting Users via the Platform

The Ordering Party contacts the Service Provider by contacting it directly via the Platform or through the Company. Service providers are pre-qualified by the Company.

4.2.1.2 Issuance of the quote (service offer)

After discussing the scope and terms of the Mission, the Service Provider sends the Ordering Party its Quote via the Platform.

4.2.1.3 Provisioning of the amount of the Mission deposit

In the event of agreement on the Quote, the Ordering Party funds its electronic money account with the amount of the deposit for the Mission as shown in the Quote, which allows the Service Provider to begin the Mission.

The Service Provider will begin the execution of its Mission from the notification made to it on the Platform that the provisioning of the amount of the deposit for the Mission has been carried out by the Client. In the event of non-compliance with this provision, the start of the Mission by the Service Provider before the provisioning of the amount of the deposit for the Mission is carried out at the risk and peril of the Service Provider, who expressly acknowledges waiving any recourse against the Company.

The Service Provider undertakes not to collect the amount of the deposit from its electronic wallet to the bank account of its financial institution, before the execution of the Mission.

The payment terms are specified in article 4.2.2 of these General Conditions.

4.2.1.4 Mission Billing

At the end of the Mission, an invoice is established, issued by the Service Provider and posted on the Platform.

4.2.1.5 Validation of the Mission

The Ordering Party has a period of (5) five calendar days from the notification given to it by the Company to the email address of its User account to proceed, on the Platform, to the validation of the Mission.

By this validation, the Ordering Party definitively waives any claim or recourse against the Service Provider with respect to the payment made.

In the absence of Validation within this period, and unless it has expressly stated that it opposes the Validation of the Mission, the Ordering Party acknowledges that the Company may proceed with the automatic validation of the Mission and the Ordering Party undertakes to pay the total sum of the amount remaining due for the benefit of the Service Provider, without prior formality.

4.2.1.6 Payment of the Service Provider

Validation by the Ordering Party on the Mission Platform results in irrevocable payment to the Service Provider of the amount of the invoice, less the commission payable to the Company by the latter.

Payment by the Ordering Party of the amount of the service is made by payment to an electronic wallet of the Service Provider. Payment is made by transfer.

The payment terms are specified in article 4.2.2 of these General Conditions.

4.2.2 Payment Conditions for a Mission

For the purposes of implementing the payment system, the Company has subscribed to the services of Mangopay SA, a company approved as an electronic money institution, registered with the Luxembourg Trade and Companies Register under number B173459, whose registered office is located at number B 173459, whose registered office is located at 2 Avenue Amélie, 1125 Luxembourg (hereinafter “Mangopay”).

Users contract directly with MangoPay regarding the payment system, and declare to accept the general conditions of MangoPay available here gen eral conditions of MangoPay .

The remittance of funds as part of a payment to an electronic wallet does not constitute a bank deposit and does not bear interest.

4.2.2.1 Creation of a Mangopay Account

In order to secure transactions on the Platform, a Mangopay Account will be created for the Order Givers (“Payer”) and for the Service Providers (“Owner”).

Users must provide the information necessary to create the Mangopay Account (company, company contact details and information on the company’s legal representative).

4.2.2.2 Creating an electronic wallet (e-wallet)

To ensure transactions between the Ordering Party and the Service Provider, an electronic wallet will be created for each of the Users of the Platform.

4.3 Equipment management

This module allows users to manage their equipment fleet and track service operations.

4.4 Document management

This module allows users to manage their equipment documentation and training

ARTICLE 5: Access to services

5.1 Prerequisites

5.1.1 Technical prerequisites

The Customer undertakes to have a high-speed Internet connection (ADSL or fiber optic type).

It is the User’s responsibility to have an up-to-date Internet environment and to use modern browsers (Google Chrome ≥ 60, Mozilla Firefox ≥ 60, Safari ≥ 12, Microsoft Edge, etc.).

5.1.2 Prerequisites for access and identification

The Client and Users will be required to take the necessary steps to ensure the security of access to their Account, in particular by means of unique, personal, robust passwords kept strictly confidential.

The Client must ensure that each User ensures the security of their User Account, which implies that they impose rules regarding access and identification, in particular with regard to the implementation of unique, personal, robust passwords kept strictly confidential.

The Client acknowledges that LABSQUARE cannot be held liable in the event of fraudulent access to the Application Solutions and Services due to a defect or security breach resulting from carelessness, error or omission on the part of the Users or the Client himself.

5.2 Technical access to the Platform and Services

5.2.1 Technical access to the Services

The Company implements all means to ensure access and proper functioning of the Platform and Services 24 hours a day, 7 days a week.

However, given the limitations of the Internet, the Company cannot exclude that access to and operation of the Platform and the Services may be interrupted, particularly in the event of force majeure, malfunction of the User’s equipment, malfunctions of the User’s Internet network, or maintenance operations intended to improve the Platform and the Services.

Consequently, the Company cannot be held responsible for any interruption of the Services, whether voluntary or not, it being specified that it undertakes to make its best efforts to limit interruptions attributable to it.

5.2.2 Third-party modules

The Platform and the Services rely on third-party technological modules to operate, but also to ensure its hosting. The managers of these third-party modules may decide to make significant structural changes, rendering all or part of the Services inoperable for an indefinite period, for which no compensation may be claimed from the company.

5.3 Limitation of liability

The company cannot be held responsible for the Internet environment of each User or its developments (e.g. disconnection of connections, prohibition of connecting to the Internet) or the blocking of certain third-party components requiring a connection to the Internet, nor for the failure of the transfer linked to the connection.

5.4 Malfunction of Services

Any malfunction of the Services must be the subject of a complaint sent to the company and detailing the malfunctions encountered.

ARTICLE 6: PRICES – PAYMENT CONDITIONS – PENALTIES

6.1 Price

Rates vary depending on the offer subscribed to by the customer. The customer will pay the annual subscription for each site.

6.2 Taxes

Unless otherwise specified by LABSQUARE, all prices are stipulated exclusive of tax and will be increased by VAT at the rate in effect on the day of invoicing.

6.3 Invoices

Invoices will be sent to the Customer in electronic format. The Services are invoiced annually on the subscription date. The absence of any dispute with LABSQUARE of the invoices by the Customer within 7 days from the date of issue implies full and definitive acceptance of the content of said invoices.

6.4 Regulations

Unless otherwise agreed or indicated by LABSQUARE, payment is made upon receipt of the invoice by credit card or by check made out to LABSQUARE SASU and sent to the postal address of LABSQUARE – 17, rue de Rosheim – 67000 STRASBOURG

6.5 Late Payments

6.5.1 Penalties

Late payment penalties will be automatically applied by LABSQUARE in the event of exceeding the payment deadline agreed between the parties. These penalties will be payable automatically from the day following the due date. The penalties will accrue automatically without any action, reminder or formal notice being necessary. The monthly interest rate for late payment penalties is equal to the legal interest rate applicable in France at the time the delay is noted, increased by 7 percentage points. Finally, a fixed compensation for recovery costs, in the amount of 40 euros, will be due, automatically and without prior notification, in the event of late payment. LABSQUARE also reserves the right to request additional compensation from the Customer if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents.

6.5.2 Compensation

LABSQUARE shall be entitled to offset the Client’s debts and/or to charge its payments to unpaid invoices plus any accrued interest and late payment fees relating thereto, in the following order: fees, interest, invoice amounts.

6.5.3 Late payment and suspension of Services

The Customer may not defer any payment due or make any compensation, even in the event of a dispute with LABSQUARE. If the Customer is in a situation of late payment, LABSQUARE may in particular suspend the Services until full payment of the late invoices, or even terminate the Services.

6.6 Payment suspensions

The Customer is not authorized to delay or suspend payment of LABSQUARE’s invoices due to non-conformity of the Services, whether such non-conformity is alleged or proven.

ARTICLE 7: DURATION OF SERVICES

7.1 Duration of Services

For Users, the first search or response and transaction is accessible to all. The Services begin on the day and time of subscription to the subscription for a period of 12 months. The duration is automatically extended by 12 months and may be interrupted at any month and will result in the inability for all Users of this Client to access the Services the following month.

7.2 Duration related to the technological environment

The company uses web and mobile environments that are subject to technological developments imposed by their respective owners.

ARTICLE 8: RIGHTS OF LABSQUARE

8.1 Control

LABSQUARE reserves the right to monitor its Customers’ User accounts. The Customer undertakes to provide it with any required information relating to its User(s) upon its first request. LABSQUARE reserves the right to permanently suspend any User account that is the cause of fraud or failure to comply with one of the aforementioned obligations. Only indisputable evidence of cyber-attacks on the Customer’s system will be accepted as an exception. Any violation of these T&Cs may be subject to prosecution by LABSQUARE with a view to seeing LABSQUARE’s damages repaired.

8.2 Advertising

LABSQUARE reserves the right in the medium term to distribute advertising materials on its Service. Unless expressly prohibited by the Client, LABSQUARE may cite the Client’s name as part of its commercial references.

8.3 Evolution of contractual conditions

LABSQUARE may be required to modify the contractual conditions for the provision of the Services from time to time. In the event of a price increase for the Services by LABSQUARE, this will not apply to the current month or the following month. In the event of a change related to the technological environment, the Client will be informed at least 1 month before the changes come into effect. The Client is invited to read the emails from LABSQUARE containing all new messages and information concerning the Services.

ARTICLE 9: GUARANTEES PROVIDED BY LABSQUARE

9.1 The Services made available by LABSQUARE are only guaranteed to comply with the specifications and descriptions written by LABSQUARE, including those contained in these General Conditions. LABSQUARE merely makes the documents of manufacturers and suppliers available to users, without giving any guarantee on the contents of the documents of manufacturers and suppliers.

9.2 LABSQUARE delegates all responsibilities for the use of the Services to the Customer, and any authorized users of the Customer. LABSQUARE has no liability outside the scope related to the proper functioning of the Service. LABSQUARE makes no other warranty, express or implied, as to the value of the Services, their fitness for use by the Customer, or any future use or otherwise.

9.3 The Services use third-party technological modules to operate, but also to ensure its hosting, which are not guaranteed by LABSQUARE. The managers of these third-party modules may decide to make significant structural changes, likely to render the Services inoperable for an indefinite period, for which no compensation may be claimed by the Client from LABSQUARE. In any event, LABSQUARE’s obligations remain obligations of means, including when the Client has subscribed to LABSQUARE’s Services.

9.4 Similarly, LABSQUARE does not guarantee and cannot be held responsible for the internet environment of each User or its developments (for example, disconnection of connections, prohibition of connecting to the internet) or the blocking of certain third-party components of the application requiring a connection to the internet, nor the failure of the transfer linked to the connection.

ARTICLE 10: CUSTOMER OBLIGATIONS

The Client undertakes:

to use the Services and the Platform only in the context of his professional activity and in accordance with his professional needs and not for illicit, prohibited and/or illegal purposes, to harm third parties or LABSQUARE or under conditions not provided for by the Contract and, more generally, not to disrupt the proper functioning of the Services;
not to use, directly or indirectly, the Services for other entities (SIREN);
not to provide, directly or indirectly, the Services to establishments (SIREN) not related to the contracting entity (SIREN);
not to gain unauthorized access to the Services and the Platform or the systems and networks associated with them;

The Client is responsible for the use of the Services by its Users.

The Client guarantees LABSQUARE against any action by third parties (including its Users, employees or customers) relating to the use of the Services. The Client must therefore indemnify LABSQUARE for all damages, losses, legal costs, requests, requests resulting from a violation of this Contract by the Client or any failure to comply with the statements made by the Client, including following complaints from Users.

ARTICLE 11: RESPONSIBILITIES

11.1 User Responsibility

Each User must in particular accept and validate the General Conditions of LABSQUARE during their first ^use of the Services.

11.1.1 The User is solely responsible for any direct or indirect damage that he may suffer as a result of inaccurate, incomplete and/or misleading information that he provides when registering or in the absence of updating of this information, for which he alone assumes the consequences.

He acknowledges and accepts that any notification under these General Conditions may be made to him via the contact email address provided when creating his Account on the Platform.

11.1.2 The User is solely responsible for all Content that he chooses to put online on the Platform, the Company not controlling the Content before it is put online.

The User expressly agrees not to publish any Content that is offensive, defamatory, disparaging, slanderous, racist, xenophobic, contrary to morality and good customs, counterfeit, undermining public order or the rights of third parties, likely to harm the rights, reputation and image of the Company and, more generally, the content of which would violate the law and/or regulations, in particular of a criminal nature.

11.1.3 The Ordering Party is solely responsible for the description of the service request for which it is requesting a price proposal from the Service Provider. In the event of an error in the description of the service request, the Ordering Party shall be solely responsible for any additional services required and additional costs relating thereto by formalizing with the Service Provider an additional service via the Platform.

11.1.4 The User is solely responsible for the conclusion and execution of the Service Contracts that he concludes with another User through the Platform, the Company only intervening to put them in contact. The conclusion and execution of these Service Contracts, which occur directly between a Service Provider and an Order Giver, are carried out at the initiative and under the exclusive responsibility of the latter.

11.1.5 The Service Provider acknowledges that the tools and technical means made available by the Company do not exempt it from its liability with regard to its legal obligations. In particular, it acknowledges that it retains full liability for its legal and tax obligations in terms of invoicing under the original initial and/or corrective invoices issued in its name, in particular with regard to its VAT declaration and payment obligations.

11.1.6 The Company shall not be held liable under any circumstances for any conflict resulting from the use of the Services between a Service Provider and the Ordering Party.

11.1.7 Each “User account” is unique, personal and must not under any circumstances be shared with third parties.

11.1.8 Each User is prohibited from using robots or any other automatons or existing technical solutions to consult the content of the Company’s Services en masse.

11.1.9 Each User undertakes to provide accurate information and details to the Company, in particular concerning his identity and contact details. Failure to comply with this obligation shall incur the User’s liability.

11.1.10 The Service Provider is required to take out civil liability insurance

11.2 Liability of the Company

11.2.1 The Company implements all means to ensure access and proper functioning of the Platform and the Services 24 hours a day, 7 days a week.

11.2.2 The Company provides Service Providers and Order Givers with tools and technical means enabling them to enter into a relationship for the purpose of concluding a Service Contract through the Platform. Its liability is limited to the provision of these means, as described in the General Conditions and to the establishment of contact between Service Providers and Order Givers.

The Company cannot be held responsible for the frequency of presentation of Service Provider profiles on the Platform.

The Company and the User are independent parties, each acting in its own name and on its own account.

The Company does not enter into any Service Contract in the name and/or on behalf of a Service Provider or an Order Giver, the latter contracting directly with each other through the Platform.

Consequently, the Company cannot under any circumstances be considered as an employee/employer or agent of a User.

The Company shall not be liable in any way for any damage caused by the Services provided by the Company to property that may be used by the User.

The Company declines all responsibility for any incidents or accidents that may affect third parties and property during the use of the Services. In addition, the Company declines all responsibility for any errors in diagnosis, repair or maintenance that the User may make, as well as for any consequences that may result from them, including loss of time, productivity or operation.

The Company is not a party in any capacity whatsoever to the Service Contracts relating to a Mission concluded between the Service Providers and the Order Givers, the latter are solely responsible for any difficulties, claims and disputes that may arise during the conclusion and/or execution of said Service Contracts. Consequently, each User releases the Company from any liability for the direct or indirect consequences resulting directly or indirectly from the establishment of a relationship, conclusion and/or execution of such a Service Contract between a Service Provider and an Order Giver.

As such, the Company cannot be held responsible for any cancellation of payment or revocation of direct debit authorization at the initiative of the Ordering Party alone, and for any consequences that may arise therefrom.

11.2.3 The Company makes every effort to ensure the content and validity of the information and documents transmitted by the Service Providers on the Platform as long as they are established in France. However, the Company cannot be held responsible in any way whatsoever for breaches of the obligations incumbent upon them, in particular in the context of the fight against undeclared work and compliance with transparency rules, as well as any damage that may result therefrom.

Therefore, the Company cannot be held responsible for false, misleading or outdated information communicated to it by the Service Provider.

Similarly, the Company reserves the right not to transmit to a User the messages of another User, when these do not comply with the General Conditions.

11.2.4 LABSQUARE shall not be liable in any way for any damage caused by the Services provided by LABSQUARE to property which may be used by the Client and/or its employees.

11.2.5 LABSQUARE declines all responsibility for any incidents or accidents that may affect third parties and property during the use of the Services.

11.2.6 In any event, the Customer shall limit to the maximum any potential or existing damages. The Customer is not authorized to delay or suspend the payment of LABSQUARE’s invoices due to the non-conformity of the Services, whether such non-conformity is alleged or proven.

11.2.7 LABSQUARE’s liability for any loss or damage resulting from any cause whatsoever shall not, under any circumstances, exceed the total sale price of the services.

11.2.8 Furthermore, LABSQUARE shall not be liable in any way for any loss of production, operating losses, costs, loss of income and/or any other loss or any other incidental or indirect damage, directly or indirectly suffered by the customer or any other person as a result of the Services. Consequently, the Customer waives any recourse against LABSQUARE and its insurers in this respect and undertakes to obtain a similar waiver of recourse from its own insurers.

ARTICLE 12: COMPLIANCE WITH SAFETY RULES AND PROPERTY

12.1 Safety of people

The Client shall ensure that its User employees do not put themselves in danger (or third parties) or in a risky situation when using the Services, including when using the Services at its own customers. LABSQUARE may not be held liable in this regard.

12.2 Security of property

The Customer shall remain solely responsible for the respect of its property, stocks, products, equipment, tools, and those of its own customers by its employees and Users, including in the context of the use of the Services. The Customer shall bear alone the consequences of any damage that may be caused by its employees and Users to its property, stocks or tools and those of its own customers in the context of the use of the Services, or of any interruption or slowdown in its production that may result from the use of the Services by its employee Users.

ARTICLE 13: INTELLECTUAL PROPERTY – CONFIDENTIALITY

13.1 Ownership of the Platform and Services

The Company is and remains the owner of all intellectual property rights relating to the Services made available to the Client.

Consequently, all of the elements that make up the Services, whether their structure, appearance or content (in particular databases, texts, graphic texts, animated or non-animated images, sounds, drawings, graphics, logos, names, brands, company names, domain names, designations, tabs, functionalities, signs, etc.) are the exclusive property of the Company or that of its partners.

These elements are protected by intellectual property and other laws, including copyright.

Any reproduction or representation, in whole or in part, of the Platform or of one of the elements that compose it, without the authorization of the Company, is prohibited and constitutes an infringement punishable by the Intellectual Property Code.

13.2 Ownership of Contents

Any User who publishes Content on the Platform retains full ownership of everything they publish.

By creating a profile or leaving recommendations on profiles, the User expressly authorizes the Company to use, distribute, host, store, reproduce, communicate, publish, modify, adapt, translate and display these Public Contents on the Platform, social networks, blogs operated by the latter and/or on any other media (in particular physical and digital media, press kits, commercial media, promotional and/or advertising material), by any means, for the purposes of operating, improving, promoting, marketing, advertising the Services and the Platform or for the purposes of setting up partnerships. This authorization is valid worldwide and for the entire duration of the User’s registration.

The User acknowledges that any use of his Content carried out by the Company prior to his unsubscription, deletion or termination of his Account cannot be called into question.

13.3 Confidentiality of Information

All information provided by LABSQUARE to the Client regarding its concepts, ideas, processes, documents, and all LABSQUARE Software including its know-how, intellectual property, and all information, documents and databases (the “Information”) shall be treated as strictly confidential information by the Client and shall not be communicated to any third party by the Client without the prior written consent of LABSQUARE. This does not apply, however, to information clearly intended for the public or already public. This confidentiality commitment of the Client shall remain in force for the entire duration of the contractual relationship with LABSQUARE and for at least 5 years following the end date of this contractual relationship. Said Information shall be used exclusively by the Client for the purposes of performing the Services ordered.

The Client undertakes to respect the Information and all intellectual property rights of LABSQUARE.

Unless otherwise agreed, LABSQUARE will retain ownership of all Information that may be used in connection with the Services. The Client undertakes to return the aforementioned items to LABSQUARE as soon as possible upon written request from LABSQUARE in the event of termination of the contractual relationship between the Parties.

The property rights and copyrights on all software, trademarks, logos, and other documents delivered or communicated to the Client by LABSQUARE also remain the exclusive property of LABSQUARE and, unless otherwise agreed, the Client shall not affix its trade names or trademarks thereto. Said confidential information shall not be communicated to third parties at any time without the prior written consent of LABSQUARE.

ARTICLE 14: TERMINATION AND SANCTIONS: TERMINATION CLAUSE

Any use of the Platform and the Services contrary to the General Conditions and/or the laws and regulations in force entitles the Company to suspend, without notice, the User’s Account or to refuse the User access to all or part of the Platform in the future, without prejudice to any possible damages that the Company would be entitled to claim.

The Company may, moreover, five (5) days after having informed the User via messaging, automatically close the suspended User’s Account, without any compensation being due for any reason whatsoever.

These measures may be taken in particular in the following cases:

Communication of false information by the User (documents, location, experience, etc.);
Offensive remarks towards a User or an employee of the Company;
Unfair use and/or circumvention of the Platform, in particular contracting of a Mission outside the Platform;
Any fraud or attempted fraud in the referral program will result in the exclusion of the Sponsor and the Godchild from this program;
Subcontracting of Services which are entrusted to a Service Provider, to employees or to third parties;

Similarly, in the event that the User is the subject of repeated disputes or reports from Customers sent to the Company’s Customer Service, the Company will be entitled to delay the visibility of the content hosted within the search engine results, to suspend or close its account.

The closure of a User Account by the Company automatically results in the termination of these General Conditions.

In the event that the User provides false, inaccurate, outdated or incomplete data, the Company will be entitled to suspend or close his Account and to refuse him, in the future, access to all or part of the Services.

In the event that the Service Provider provides a non-compliant or incomplete service, the Company will be entitled to suspend or close its Account and to refuse it, in the future, access to all or part of the Services.

In the event of a failure by one of the parties to fulfill its obligations resulting from a provision of their Contract, the other party will be authorized, by written notice addressed to the party in breach, and without prejudice to any other remedies, to terminate all or part of the Contract concerned without any liability, automatically after formal notice to perform, not followed by effect within fifteen (15) days following said formal notice. Termination will then occur, without prejudice to any damages that could be claimed from the defaulting party.

LABSQUARE shall have the right to suspend or terminate any Contract or Services with immediate effect without any liability on its part if LABSQUARE has good reason to believe that the Client will be unable to normally fulfil its obligations in the near future.

ARTICLE 15: PERSONAL DATA

The terms of data processing related to the use of the Platform and any other interaction with the Company are explained in the data protection policy available here www.labsquare.eu/confidential . This data protection policy also explains the rights of access, rectification, deletion, portability and limitation available to the persons concerned by the processing of personal data that the Company implements. The Company has appointed a data protection officer who is available to any User to answer any questions concerning the protection of personal data at LABSQUARE by email addressed to privacy@labsquare.eu and by post to: DPO, LABSQUARE, 17, rue de Rosheim – 67000 STRASBOURG.

15.1 Customer Data

The Customer is informed that the collection of some of his personal data (as well as that of his employees) is necessary for the proper execution of commercial relations with LABSQUARE. This data is collected by LABSQUARE only in the context of their commercial relations, for the purposes of the proper execution of orders. They are reserved for the exclusive use of LABSQUARE, and the Service Providers.

Unless the Customer gives his express consent, his personal data (and those of his employees) will not be used by LABSQUARE for purposes other than those referred to in this clause. Unless otherwise agreed, LABSQUARE will retain the personal data collected for a maximum period of 5 years from the end of the business relationship.

The Customer has the right to access, rectify, erase, limit and oppose the processing and the right to the portability of his personal data collected by LABSQUARE. This right, provided that it does not conflict with the purpose of the processing, may be exercised by sending a request by post or email to the data controller whose contact details are provided herein. The response time is one month maximum. The refusal must be justified and in the event of refusal the Customer may contact the CNIL (3 place de Fontenoy, 75334 PARIS) or contact a judicial authority.

15.2 Data provided by the Client

Given that LABSQUARE will necessarily have to process personal data of the Client’s employees provided by the Client (essentially surname, first name, email address of each User of the Client), the Client guarantees LABSQUARE that it will ensure with respect to its employees the full compliance with the legal and regulatory provisions applicable to the collection, processing and provision of this personal data to LABSQUARE. LABSQUARE’s liability may not be sought in this regard under any circumstances.

15.3 LABSQUARE Data

In the event that the Client has access to LABSQUARE’s personal data, or collects personal data from LABSQUARE, the Client undertakes to comply with all the provisions of the “GDPR” (European Regulation No. 2016/679, known as the General Data Protection Regulation), and undertakes in particular to:

Process LABSQUARE data only for the sole purposes of the Contract and guarantee the confidentiality of this data;

Ensure that the rights of the persons whose data has been collected are respected;
Implement appropriate protection and security measures and inform LABSQUARE of any leak, theft or hacking of its data, within 48 hours of their discovery;
Ensure that persons authorised to process personal data undertake to respect confidentiality or are subject to an appropriate contractual obligation of confidentiality and receive the necessary training in personal data protection.

15.4 Hosting and data security

Users are expressly informed that the content published on the Site is hosted and stored on the server of the company OVHcloud.

“OVHcloud takes the necessary precautions to preserve the security and confidentiality of the personal data processed, in particular to prevent them from being distorted, damaged or accessed by unauthorized third parties.”

More information: https://www.ovhcloud.com/en-gb/personal-data-protection/

ARTICLE 16: HOSTING, MAINTENANCE AND SECURITY

16.1 Accommodation

The Platform and the data it contains are hosted by LABSQUARE on the servers of OVH SAS in France.

OVH SAS is a subsidiary of OVH Groupe SA, a company registered with the Lille Trade and Companies Register under number 537 407 926, whose head office is located at 2 rue Kellermann, 59100 ROUBAIX.

16.2 Maintenance

As part of the continuous improvement of the Platform and the Services and subject to prior notification to the Client, LABSQUARE may proceed with the installation of updates or new versions.

The Client also acknowledges that the Platform works with operating systems and Internet browsers.

LABSQUARE will make all necessary efforts to make the Platform compatible with any new browser or any development of the latter. In the event that developments of browsers mentioned in article 5.1 of the General Conditions would lead to limiting certain functionalities of the Platform, LABSQUARE may propose to the Client to use a workaround solution while waiting for the publication of a new version or an update of the Platform and/or a correction of the browser or operating system concerned.

The Customer acknowledges being informed by these General Conditions that the Services may be made temporarily unavailable, in particular for maintenance reasons.

LABSQUARE guarantees that upgrades and new versions of the Platform resulting from maintenance activities will not subsequently result in any regression of the Services in terms of performance and functionality.

16.3 Security

LABSQUARE strives to secure access to and use of the Platform in accordance with applicable practices according to the measures detailed on its website. At the Client’s request, LABSQUARE may provide further details on the security measures implemented to secure access to and use of the Services.

The Company has implemented an automated procedure for verifying the computer code which runs with each new update.

ARTICLE 17: FINAL PROVISIONS

17.1 The Client may not assign any Contract, subscription or any right arising from these terms, nor any debt owed to LABSQUARE without having obtained the prior written consent of LABSQUARE.

17.2 The non-exercise of all or part of any of its rights by one of the parties does not in any way constitute an abandonment or waiver of this right.

17.3 If it appears that certain provisions of these General Conditions are void, unenforceable or contrary to the law in whole or in part, or cannot be applied for any reason whatsoever, the other provisions of these General Conditions will remain unchanged and will continue to apply to the parties.

ARTICLE 18: SETTLEMENT OF CLAIMS – DISPUTES

18.1 Between a User and the Company

18.1.1 These General Conditions and any Contract between LABSQUARE and the Client are exclusively subject to French law.

18.1.2 Any dispute relating to the sale of Services by LABSQUARE to the Client or concerning the commercial relations between the parties, even in the event of a warranty claim or multiple defendants, and which cannot be settled amicably within 30 days from the notification of the dispute by registered letter with acknowledgement of receipt by one of the Parties to the other, shall be under the exclusive jurisdiction of the Strasbourg Judicial Court (France).

18.1.3 Any malfunction of the LABSQUARE Website and its Services must be the subject of a written complaint from the Client detailing the malfunctions encountered. It must be notified in writing to LABSQUARE as soon as it is discovered.

18.2 Between Client and Service Provider

18.2.1 Cancellation by mutual agreement of the Mission

In the event that the service is cancelled before the start of the service by mutual agreement (whether at the initiative of the Ordering Party or the Service Provider), the Company will reimburse, within 15 days, the amount advanced for the service to the Ordering Party.

18.2.2 Dispute between the Client and the Service Provider

18.2.2.1 Declaration of the dispute to the Company’s Customer Service.

In the event of a disagreement between the Ordering Party and the Service Provider on the quality of the service, the scope, the terms, or the stage of completion of the service, they undertake to inform the Company via its customer service.

18.2.2.2 Attempt at mediation

From the time it is received by the Client and/or the Service Provider, customer service will act as mediator, for a maximum period of 30 days (hereinafter the “Mediation Period”), attempting to offer them an amicable solution to resolve their dispute.

During the Mediation Period, the Client and the Service Provider undertake to make their best efforts to discuss and find an amicable solution to their dispute.

18.2.2.3 At the end of the mediation period

The Company will terminate the Mediation Period once the Client and the Service Provider have found an amicable solution to their dispute.

If at the end of the Mediation Period, the Client and the Service Provider have not managed to find an amicable solution to their dispute, the Company will terminate the mediation and reimburse:

The Ordering Party: of the total amounts advanced;
The Service Provider: actual labor and travel costs where applicable

Any claim must be made by email to contact@labsquare.eu or using the form available on the Platform. No other method of claim may be taken into account by LABSQUARE.

ARTICLE 19: SPONSORSHIP

19.1 DESCRIPTION OF THE SPONSORSHIP OFFER

LABSQUARE sponsorship offers are reserved for LABSQUARE customers with a valid subscription.

They allow us to reward LABSQUARE subscribers for their promotion of the LABSQUARE Platform to their professional network. By talking about us to a company or laboratory, our subscribers will each receive 1 free month, as long as their Referral has subscribed to an annual Subscription Contract for the Services.

This free month will extend the current subscription.

These Sponsorship Offer conditions define the terms and conditions under which the company LABSQUARE offers its customers the opportunity to encourage other people to subscribe to the services offered by LABSQUARE, in return for promotional benefits.

Participation in the Sponsorship Offer is subject to full acceptance of the sponsorship offer conditions described in Article 18.4.

This offer cannot be combined with other LABSQUARE promotional offers, except for exceptions described in article ….

19.2 DEFINITIONS

Sponsor : Any adult customer to whom the sponsorship offer has been presented, and who has communicated various information about their godchild in order to receive a sponsorship code to send to them.

The Sponsor must hold an annual Subscription Contract with LABSQUARE and be up to date with their payments.

Godchild : Any company which is offered by its Sponsor an annual subscription to the Services offered by LABSQUARE and which holds a sponsorship code sent by the Sponsor.

19.3 HOW SPONSORSHIP WORKS

The Sponsor enters the name, email address and telephone number of the person he wishes to sponsor in the form provided for this purpose.

The information filled in by the Sponsor such as the Siret and telephone number must be valid to benefit from the Sponsorship Offer.

Once this is done, the Godchild will be contacted by LABSQUARE who will send him a sponsorship code.

The Godchild enters this code in their subscription process in the “Sponsorship code” location .

The Sponsorship Offer is subject to compliance by the Sponsor and the Godchild with the conditions described in these rules. In the absence of compliance with these conditions, the Sponsorship will not be taken into account.

19.4 CONDITIONS OF THE SPONSORSHIP OFFER

To be able to benefit from the Sponsorship Offer, the Sponsor must have a valid and regularized Subscription Contract.

The Godchild must subscribe online to a LABSQUARE subscription. The information provided by the godchild at the time of subscription must be valid and complete to benefit from the Sponsorship Offer. The Godchild’s SIRET must be validated by LABSQUARE services. It must correspond to an existing company.

The Sponsor and the Godchild must have a different SIRET number. Self-sponsorship is not allowed. In fact, to validate the Sponsorship Offer, the Sponsor and the Godchild must be two different companies with a different SIRET number.

A Sponsorship Offer is considered complete and effective once the Godchild’s subscription is complete and payment of their Subscription Contract has been regularized.

Offer cannot be combined, except in exceptional circumstances, with other LABSQUARE promotional offers.

ARTICLE 20: LOYALTY PROGRAM

20.1 OPERATION OF THE LOYALTY PROGRAM

Any mission carried out and finalized as part of a service request on the Platform allows a kitty to be accumulated, for the benefit of the Ordering Party, to finance part of the subsequent missions.

Therefore, any expenditure on the Platform (excluding prize pool) gives the right to 1% credit.

For example, for every 100 euros spent, 1 euro will be credited to the kitty.

20.2 Use of the kitty

When ordering a mission, the Order Giver may use all or part of their kitty.

20.3 CONDITIONS OF THE LOYALTY PROGRAM

Any Order Giver with a User Account on the Platform and having completed at least one mission on the platform can benefit from the loyalty program.