PREAMBLE
AtomicSeller markets application features accessible online in the form of SaaS Services and is responsible for the maintenance of the application and its availability.
To carry out its professional activity, the Client requested the use of a SaaS Service offered by AtomicSeller.
The Client acknowledges having read the commercial proposal and the documentation presenting the Service. The Client acknowledges having been adequately informed.
The Client is informed that the Services offered by AtomicSeller are necessary for the proper use of the Service. Therefore, it is the Client’s responsibility, taking into account their needs, to assess whether or not to use these Services.
AtomicSeller may modify the features of its Website and these Terms of Use at any time. The version applicable to the Client will be the one in effect at the time of use of the Website.
ARTICLE 1 : DEFINITIONS
For the purposes of this Agreement, the terms and expressions identified by a capital letter have the meaning indicated below, whether used in the singular or plural.
SaaS Terms of Use: The term SaaS Terms of Use is hereinafter used to refer to the “General Terms of Use for SaaS Services.”
Customer: Refers to the legal entity, co-contractor of AtomicSeller, acting within the scope of its professional, commercial, industrial, craft, or liberal activity. When the user license is acquired by direct purchase on the website https://www.atomicSeller.fr, the Customer is the person who owns the payment method used.
Special Conditions: Refers to the document describing the specific provisions regarding content, limitations, duration, Support, performance conditions, and billing applicable to the Service. The provisions of the Special Conditions prevail over the provisions of these SaaS Terms of Use.
Contract: Refers to the contractual package consisting of:
– either the order form, the SEPA Mandate if applicable, these SaaS Terms and Conditions, as well as the Technical Prerequisites and Special Conditions.
– or the online order, validated by an authorized representative of the Client, including the list of items ordered, quantities, prices, the SEPA Mandate if applicable, these SaaS Terms and Conditions, as well as the Technical Prerequisites and Special Conditions.
Documentation: Refers to the information made available by AtomicSeller and describing the terms of use of the Service.
Customer Data: Refers to the information (including Personal Data) owned and/or managed by the Client, which it enters, provides, transmits, collects, stores, and/or processes as part of the performance of the Contract.
Personal Data: Refers to the personal data that the Client processes as part of the performance of the Contract. The provisions concerning Personal Data are described in the Appendix “Personal Data Protection Policy”, in accordance with the laws and directives known as “Informatique et Libertés” and “GDPR (General Data Protection Regulation)”.
Update: Refers to the improvements made to the Service, decided by AtomicSeller, in light of technological, legal, or functional developments, provided that such adaptations or developments do not require the rewriting of a substantial part of the Service. Updates also include the correction of any anomalies in the Service compared to the Documentation.
Commissioning: Refers to the activation of the Service by AtomicSeller. Commissioning is effective when AtomicSeller communicates the initial access codes to the Service to the Client. The Effective Date of the contract always coincides with the Service Implementation Date.
Party: Refers to AtomicSeller and the Client, who will hereinafter be collectively referred to as the “Parties” and individually as the “Party”.
Portal: Refers to the web Services portal that AtomicSeller makes available to its customers. The Portal is accessible at https://ecommerce.atomicSeller.com or at any other website address communicated to the Client by AtomicSeller.
User Workstation: Refers to the Client’s hardware and IT devices enabling them to access the Service. The User Workstation must comply with the Technical Prerequisites.
Technical Requirements: Refers to the latest version of the list of specifications for hardware and computer devices recommended by AtomicSeller and which must be implemented and complied with by the Customer to access and use the Service. The Technical Requirements are subject to change, and the latest updated version is accessible at any time on the AtomicSeller website (https://www.atomicSeller.fr/cgu/) or at any other website address provided by AtomicSeller. It is the Customer’s responsibility to ensure the upgrade of their User Workstations in accordance with changes to the Technical Requirements.
Service provision: Refers to the provision of implementation services, software rental, consulting, configuration and/or training, exceptional data processing, and annual hotline services offered by AtomicSeller and ordered by the Customer in addition to the Service.
Service: Refers to the standard application features delivered online, as well as Updates and Support, billed as a subscription and/or based on usage statements. The Service is intended for professional use.
Third-Party Online Service: Refers to application features delivered online for which a third party is the author, publisher, and operator, but for which AtomicSeller holds the distribution rights.
Support: Refers to assistance provided to the Customer in the event of an anomaly during normal use of the Service. Support may only be provided by AtomicSeller if the Customer appoints a contact authorized to centralize support requests and validate their processing.
User: Refers to any natural person authorized by the Customer who may have access to the Service, as specified below in the section “Right of Access to the Service.”
ARTICLE 2 : ACCEPTANCE OF THE CONTRACT
The Client is presumed to have read and accepted the Contract without reservation.
The Contract is deemed to have been accepted without reservation by the Client upon signing the order form and/or the direct debit authorization, or upon completing the online order referring to these SaaS Terms and Conditions, and constitutes acceptance of the entire Contract.
Any modification to these SaaS Terms and Conditions must be subject to Special Conditions duly accepted and signed by both Parties. Failing this, any modification or alteration to the printed or electronic Contract shall be deemed null and void.
For the purpose of remote acceptance of the Contract, the Client acknowledges and accepts that faxes and/or electronic documents signed by one of its representatives or agents, received by AtomicSeller, have the value of written evidence and may be validly used against it by AtomicSeller. Acceptance of the Contract electronically has the same evidentiary value between the Parties as a paper agreement.
The contractual documents are archived on a reliable and durable medium that can be produced as proof of communications between the Parties.
ARTICLE 3 : PURPOSE OF THE T&Cs
The purpose of these T&Cs is to define the terms and conditions under which AtomicSeller undertakes to provide the Client with the Service referred to in the Contract.
ARTICLE 3 : ENTRY INTO FORCE AND DURATION
The Contract enters into force on the activation date and will remain in force for the entire duration of the Service.
The Service will be tacitly renewed for successive periods equal to the Entry into Force period if specified, or failing that, equal to one (1) year. The Party deciding not to extend the Service must notify the other Party of this decision by mail and/or information on the Portal and/or any other appropriate means at least one (1) month before the end of the current period.
Activating an optional additional service during the Service will not change the duration of the Service as specified above.
ARTICLE 4 : RIGHT OF ACCESS TO THE SERVICE
In return for payment of the subscription stipulated on the Customer’s order form or in the online order, AtomicSeller grants the Customer a right of access to the Service, limited depending on the offer, based on the various units listed below:
– the features or modules used by the Customer,
– the number of stores,
– the number of carriers,
– the number of orders processed,
– the number of carrier labels generated,
and as specified on the Customer’s order form or in the online order and, where applicable, in the Special Conditions.
ARTICLE 5 : PERFORMANCE OF THE SERVICE
5.1. Provision of the Service
AtomicSeller undertakes to provide the Service in accordance with the provisions of the Agreement and any corresponding Special Conditions, which specify, in particular, the content, limitations, duration, associated procedures, and the terms and conditions for implementing Updates and Support.
5.2. Use of the Service
The Service will be used by the Client under its sole control, direction, and responsibility. The Client guarantees compliance with this Agreement by Users.
Consequently, the following are the Client’s responsibilities:
– the implementation of all useful processes and measures intended to protect its User Workstations, hardware, software packages, and passwords, in particular against all viruses and intrusions;
– compliance with the latest updated version of the Technical Prerequisites;
– the means of internet access and browsing, the choice of internet service provider or telecommunications provider, with the Client responsible for handling administrative requests and taking out the necessary subscriptions, the cost of which it will bear;
– the designation, from among its staff, of a dedicated AtomicSeller contact to act as administrator of the SaaS Service for the Client, particularly with regard to security aspects;
– the use of login details or access codes provided by AtomicSeller during the performance of the Service. It will ensure that no person unauthorized by it has access to the Service;
– errors made by its staff and Users in the use of the Service and the procedures that allow them to connect to the Service, particularly regarding the means of internet access and browsing.
AtomicSeller shall be released from any liability regarding the quality of electronic data transmission when using telecommunications networks and, more generally, regarding the quality and reliability of telecommunications links between the Client’s Workstations and the Service access point.
Furthermore, AtomicSeller shall not be held liable for the accidental destruction of Client Data by the Client or a third party accessing the Service through no fault of AtomicSeller.
AtomicSeller reserves the right to invoice the Client for the time spent investigating the causes of incidents, provided that the incident encountered by the Client does not originate from a Service, Provision, or provision provided by AtomicSeller under this Agreement.
5.3. Service Exclusions
The following are excluded from the Service:
– work and interventions relating to the installation and proper functioning of the User Workstation and the Client’s infrastructure (telecommunications, networks, security equipment) enabling the Client to access and use the Service;
– resolution of problems caused by User error or mishandling;
– provision of specific services or developments resulting from express requests made by the Client.
5.4. Warranty
AtomicSeller does not guarantee that the Service is free from any defects or hazards but undertakes exclusively to remedy, with all reasonable diligence, any reproducible anomalies in the Service observed in relation to its Documentation.
The warranty of conformity of the Service is expressly limited to its conformity with its Documentation and cannot be extended to a guarantee of conformity with the specific needs or specific activity of a Client.
AtomicSeller does not guarantee the ability of the Service to achieve the objectives or results that the Client may have set and/or to perform the specific tasks that may have motivated the Client’s decision to enter into this Agreement. It is therefore the Client’s responsibility, or any third party mandated by the Client for this purpose, to ensure the suitability of the Service for its needs or specific activity in the territory where the Service is used.
To the extent permitted by law, any warranty other than those expressed in this article is expressly excluded.
5.5. AtomicSeller Service Development Policy
The Client acknowledges that AtomicSeller will remain free under all circumstances to determine its industrialization policy, particularly in light of technological developments. Consequently, AtomicSeller may freely design, organize, and scale the Service, modify it, and upgrade it as needed with partners and suppliers of its choice without the Client’s prior written consent, provided that this does not reduce AtomicSeller’s commitments under the Agreement.
5.6. Third-Party Online Service
Any Third-Party Online Service will be subject to:
– firstly, the terms and conditions of its author, which will be made available to the Client by AtomicSeller or accessible online by the Client based on the information provided by AtomicSeller. These terms and conditions will govern the terms of access to the Third-Party Online Service, the terms of provision of the Third-Party Online Service, the terms of protection of Customer Data, and the legal provisions relating in particular to intellectual property, warranty, termination, liability, applicable law, and competent courts. These conditions must be accepted by the Customer;
– on the other hand, to the associated Special Conditions which will be made available to the Customer by AtomicSeller or accessible online by the Customer according to the information provided by AtomicSeller.
Consequently, for any Third-Party Online Service, the scope of these SaaS T&Cs will exclusively cover the terms of duration, pricing, and revision, invoicing terms, and payment terms.
ARTICLE 6 : SERVICE SECURITY
6.1. Security Management
AtomicSeller undertakes to implement state-of-the-art technical means to ensure the physical and logical security of the servers and networks under its responsibility and control. Upon becoming aware of any occurrence, each Party shall promptly notify the other Party of any event likely to constitute a breach of the physical or logical security of the other Party’s environment.
6.2. Security of Standard Application Functionality
AtomicSeller will implement the necessary measures to allow access to the Service and Customer Data only to persons authorized by AtomicSeller and to persons authorized by the Customer.
6.3. Connection Security
To ensure the confidentiality of data in transit between the User Workstation and the Service access point, all connections are secure. Data flows, which use unsecured telecommunications networks, use recognized security protocols such as HTTPS or SFTP (based on Secure Shell – SSH).
6.4. Customer Data Security
AtomicSeller undertakes to take all necessary precautions in accordance with the state of the art to preserve the security of Customer Data so that it is not, through its actions, distorted, damaged, or communicated to unauthorized third parties.
Consequently, AtomicSeller undertakes to comply with, and ensure that its personnel comply with, the following obligations:
– take all necessary measures in accordance with the state of the art to prevent any misuse or fraudulent use of Customer Data;
– not make copies of the documents and media of Customer Data entrusted to it, except for those strictly necessary for the performance of the Service;
– respect confidentiality and not disclose Customer Data to other persons, whether private or public, natural or legal, unless such disclosure is required by law or a competent judicial or administrative authority, or is necessary in the context of legal action.
Any attempted computer attack, hacking, cyberattack, or piracy against an AtomicSeller server, computer hosting, and/or Customer, hosted by AtomicSeller or one of its hosting providers, will result in the automatic termination of the offending Customer account, as well as their right to access and use the Service, without refund, including, but not limited to, no refund of advance payments and a permanent ban of the offending Customer. AtomicSeller will prosecute the person or company identified as responsible for a cyberattack against its facilities.
ARTICLE 7 : CUSTOMER DATA
The provisions relating to the protection of Personal Data are described in the Appendix “Personal Data Protection Policy for the SaaS Service”.
Unless otherwise provided in the Special Terms and Conditions, Customer Data is located in one or more sites located in the European Union. Upon expiration or termination of the Contract, access to the Service is closed on the last day of the Service. The Customer must therefore have, before this deadline,
recovered the Customer Data accessible through the Service’s features or
(ii) requested from AtomicSeller the return of a copy of the most recent backup of the Customer Data. Unless otherwise stipulated in the Special Terms and Conditions, any return of a copy of the last backup of Customer Data by AtomicSeller will be made in a standard market format chosen by AtomicSeller and will be made available to the Customer via download or, if the volume is too large, by sending an external medium, as part of a Service billable at the current rate.
Unless otherwise stipulated in the Special Terms and Conditions, starting on the sixtieth (60th) day from the date of termination of the Contract, the process of erasing Customer Data will be initiated to render it unusable. This erasure will be carried out on production data as well as on backed-up data, based on the backup retention periods.
During the term of the Contract, AtomicSeller may use Customer Data and information obtained through the use of the Service in accordance with applicable laws and regulations, described in the Appendix “Personal Data Protection Policy.”
ARTICLE 8 : FINANCIAL CONDITIONS
The prices for the Commissioning and Service are set out in the Order Forms or in the online order. All prices are exclusive of VAT and other taxes, duties, fees, or Services payable by the Customer in accordance with the regulations in force on the date AtomicSeller’s invoice is issued, which shall remain the sole responsibility of the Customer.
The cost of communications between AtomicSeller and the Customer outside mainland France is the responsibility of the Customer and will be subject to additional invoicing.
AtomicSeller may modify the prices of the Contract once per calendar year. The Client will be notified of the new prices by a commercial proposal or invoice (if the user license was acquired by direct purchase on the website https://www.AtomicSeller.fr). If the Client refuses the increase in the invoiced amounts, the Client will be entitled to terminate the Contract by registered letter with acknowledgment of receipt sent within thirty (30) days following the date of issue of the commercial proposal or invoice containing the new amounts. The Contract will then remain in effect, under the pricing conditions of the previous invoice, until the end of the sixth (6th) month following the month during which the proposal or invoice in question was issued. At the end of this period, the Contract will be automatically terminated by AtomicSeller.
The Commissioning Service will be invoiced upon completion. AtomicSeller reserves the right to issue invoices electronically.
The Service will be billed:
– annually or monthly, depending on the mutual agreement of the Parties.
The first subscription payment will be billed on the date AtomicSeller communicates the Service access codes to the Client (effective activation date).
Furthermore, for Clients who have subscribed to Services from AtomicSeller under multiple Purchase Orders, AtomicSeller also reserves the right to invoice the Services ordered under the different Contracts via a single invoice.
For orders for Services with different billing frequencies, AtomicSeller reserves the right to apply the same billing frequency to all Services. It is hereby specified that this frequency will be the one applied to the Service(s) representing the majority of the total amount of the Services.
Any exceedance of the Service’s access, usage, work unit, or consumption indicator thresholds compared to those set in the order form or online order will be invoiced by AtomicSeller based on the current rates, combined with an adjustment invoice covering all periods since the exceedance occurred.
ARTICLE 9 : PAYMENT TERMS
09.1. Activation
Upon signing the Contract, the Client shall pay AtomicSeller the total amount of the Activation fees, including tax, if this amount is less than or equal to one thousand five hundred euros excluding tax (€1,500 excluding tax).
Unless paid by the Customer upon ordering, in accordance with the above, AtomicSeller invoices relating to the Service Activation (including for online orders) will be paid by the Customer by direct debit or bank transfer without discount within thirty (30) days net from the invoice issue date.
By exception, for online orders, concerning first-time customers, AtomicSeller invoices relating to the Service Activation will be paid by the Customer in cash without discount by credit card or PayPal.
09.2. Service
AtomicSeller invoices relating to the Service (including for online orders) will be paid by the Customer by direct debit or bank transfer without discount within thirty (30) days net from the invoice issue date.
The Customer undertakes to provide their bank details (IBAN and BIC) and to complete the SEPA Mandate in paper or electronic form. From the time the SEPA Mandate is implemented, and in the event that the Client signs several Contracts in succession and chooses to pay the amounts owed to AtomicSeller by direct debit each time, the Client agrees that each of these Contracts will be governed by a single, common direct debit authorization, the amount of which will vary accordingly, depending on the additions and deletions of Contracts over time.
The above provisions will apply to all Services, with the exception of Services for which Special Terms and Conditions provide for specific payment provisions.
09.3. Client’s Specific Use
In the event that the Client wishes AtomicSeller to comply with one of its specific uses for the payment of invoices issued under this Agreement (specific notice on invoices, specific invoice communication method, etc.), this use must be communicated to AtomicSeller before signing the Agreement so that it can be taken into account and stipulated in the Special Conditions of this Agreement. Failing this, failure to comply with these Client’s specific uses shall under no circumstances constitute grounds for the Client’s failure to pay or delay in payment of AtomicSeller’s invoices.
ARTICLE 10 : DEFAULT OF PAYMENT
In the event of the Client’s failure to meet its obligation to pay the price agreed between the Parties, and without prejudice to any other recourse that AtomicSeller may pursue against the Client to obtain compensation for the damages suffered as a result of this failure, AtomicSeller reserves the right, fifteen (15) days after sending a formal notice to pay, by registered mail, which has remained partially or totally ineffective, to suspend the Service and any ongoing Services until full payment of the amounts due; and/or to terminate the current Contract automatically, in accordance with the “Termination” article, without the need for a new formal notice.
Furthermore, AtomicSeller will charge late payment interest in accordance with the legal provisions in force, without the need for a prior reminder or formal notice. This interest will be calculated per day of delay, from the first day of delay until the date of full payment by the Client of all amounts owed to AtomicSeller.
Pursuant to Article L441-10 of the French Commercial Code, the Client will also be automatically liable for a fixed compensation of forty (40) euros (€) for recovery costs incurred by AtomicSeller. In addition, AtomicSeller will charge a fixed compensation equal to ten (10)% of the amounts due, it being specified that this compensation may not be less than one hundred (100) euros (€). This compensation will not be applied in cases where the Client can prove that it is subject to receivership or liquidation proceedings.
Furthermore, failure by the Client to pay a due invoice will allow AtomicSeller to demand payment of all other invoices, including those not yet due.
All unpaid fees following a bank rejection of a Client’s payment will remain the Client’s financial responsibility.
ARTICLE 11 : INTELLECTUAL PROPERTY
AtomicSeller holds all applicable intellectual property rights relating to the Service or, where a third party holds the intellectual property, declares that it has obtained from that third party the right to market, distribute, or use the Service.
This Agreement does not grant the Client any ownership rights relating to the Service, its technology, or the intellectual property rights held by AtomicSeller or a third party. The Client is prohibited from infringing the Service in any way whatsoever, and in particular from using the Service in a manner that is inconsistent with its intended purpose and the conditions set out in the Agreement. Consequently, the Client undertakes, in particular, not to reverse engineer the Service with a view to developing a competing product or service and/or to copy or reproduce any features, functions, or graphic attributes of the Service.
The Client:
– undertakes to use the Service only in accordance with its professional purpose, its Documentation, and solely for the purposes of its professional activity;
– is solely responsible for the content distributed and/or downloaded via the Service and assumes full liability for the nature, content, accuracy, integrity, and legality of the Customer Data transmitted to AtomicSeller as part of the Service, as well as for the resulting use. In particular, given the authorized use of the Service by the Customer, the Customer undertakes not to send or store non-professional data and, more generally, data of an illicit, obscene, defamatory nature, or data that is illegal or in violation of the rights of a third party, the protection of minors, or privacy;
– undertakes not to distribute the Service, make it available to third parties, or rent it unless otherwise provided in the corresponding Special Conditions and duly approved by AtomicSeller;
– undertakes not to alter or disrupt the integrity or performance of the Service or the data contained therein;
– undertakes not to attempt to gain unauthorized access to the Service, its associated systems, networks, or hosting.
ARTICLE 12 : COLLABORATION
The proper performance of the Contract and the smooth running of the Service require active, ongoing, and good faith collaboration between the Parties. Consequently, each Party undertakes to:
– be actively involved in the performance of its obligations;
– refrain from any behavior likely to affect and/or hinder the performance of the other Party’s obligations;
– provide each other, within a sufficient timeframe, consistent with compliance with the deadlines agreed upon between the Parties, with all information and documents necessary for the performance of the Contract;
– alert each other as quickly as possible in the event of difficulties and work together to implement the best possible solution as quickly as possible.
The Parties shall meet as often as necessary to ensure the proper execution of the Contract and, more specifically, to verify the proper execution of the Service.
In particular, the Client shall be responsible for providing AtomicSeller with all information concerning them necessary for the performance of the Service and for informing AtomicSeller of any difficulties of which they may become aware or that their knowledge of their field of activity allows them to anticipate, as the Service is being performed.
Furthermore, the Client undertakes to maintain sufficiently competent, qualified, and trained Users throughout the duration of the performance of this Agreement.
ARTICLE 13 : LIABILITY
For the performance of all of its obligations, and taking into account the state of the art in its profession, AtomicSeller, which undertakes to take all possible care in the performance of its obligations, is exclusively subject to an obligation of means.
AtomicSeller’s liability may only be sought for compensation for direct and foreseeable damages resulting from a breach of its contractual obligations, which do not include losses whose occurrence is not exclusively related to the improper performance or non-performance of the Contract.
By express agreement between the Parties, the following constitute indirect damages for which AtomicSeller shall not be held liable: operating losses, loss of profits, or any other financial loss resulting from the use or inability to use the Service by the Client, or damage to its image. Any damage suffered by a third party is indirect and therefore does not give rise to compensation.
The Customer is deemed responsible for all their actions when using the AtomicSeller Service. In particular, AtomicSeller shall not be held liable if the Customer uses the Service to commit fraudulent or malicious acts, or to distribute dangerous, illicit, or prohibited products.
In the event that AtomicSeller is held liable as a result of non-performance or improper performance of the Contract, or for any other cause caused by its actions, the amount of total and cumulative compensation, all causes combined, principal, interest, and costs, to which the Customer may be entitled, shall be limited to the direct and foreseeable damage suffered by the Customer, without exceeding an amount equal to the last twelve (12) months of billing (excluding VAT) for the subscription to the Service, preceding the event giving rise to AtomicSeller’s liability.
The Parties acknowledge that the Contract price reflects the allocation of risks arising from the Contract, as well as the economic balance desired by the Parties, and that the Contract would not have been entered into under these conditions without the limitations of liability defined herein. The Parties expressly agree that the limitations of liability continue to apply even in the event of termination or cancellation of the Contract.
ARTICLE 14 : TERMINATION
14.1. Termination of the Contract by the Client for Non-compliance with the Availability Rate
The Client may terminate the Contract automatically in the event of AtomicSeller’s failure, for three consecutive months, to comply with the Service availability rate indicated in the Contract, without prejudice to any damages up to the limit and the conditions set out in the “Liability” section of the Contract. Termination of this Agreement will take effect three (3) months after receipt by AtomicSeller of the registered letter with acknowledgment of receipt stating its breach, unless AtomicSeller can demonstrate the appropriate remedies implemented or required to be implemented to remedy the breach.
14.2. Termination of the Agreement by AtomicSeller
AtomicSeller may terminate the Agreement automatically in the event of the Client’s breach of its obligations, without prejudice to any damages.
Termination of this Agreement will take effect three (3) months after receipt by the Client of the registered letter with acknowledgment of receipt stating its breach, unless the Client can demonstrate the appropriate remedies implemented or required to be implemented to remedy the breach.
14.3. Effects of Termination
In the event of termination, the Client will cease using the Service as of the date of termination of the Agreement. In addition, the latter will owe AtomicSeller, in addition to unpaid invoices as of the termination date, compensation corresponding to the total monthly payments still to be invoiced for the Service up to the contractual due date.
ARTICLE 15 : FORCE MAJEURE
Neither Party shall be held liable for any breach of its contractual obligations if it has been prevented from performing its obligation by an event of force majeure as defined in Article 1218 of the French Civil Code.
In such cases, the Party invoking force majeure shall notify the other Party, by registered letter with acknowledgment of receipt, as soon as possible, of the occurrence of such an event and the necessary extension of the deadlines for performance of its obligations.
If the impediment is temporary, performance of the obligation shall be suspended until the Party invoking force majeure is no longer prevented by the event of force majeure. The Party invoking force majeure shall keep the other Party informed and undertakes to do its best to limit the duration of the suspension.
Should the suspension continue beyond a period of three (3) months, either Party may terminate the Contract without compensation by notifying the other Party of its decision by registered letter with acknowledgment of receipt.
If the suspension is permanent, the Contract shall be terminated automatically, and the Parties shall be released from their obligations under the conditions set forth in Articles 1351 and 1351-1 of the French Civil Code.
ARTICLE 16 : SUBCONTRACTING
The Client agrees that AtomicSeller may, freely and without prior formality, subcontract all or part of its obligations hereunder. In the event of subcontracting, AtomicSeller shall remain solely responsible for ensuring compliance with the obligations entered into under the Contract.
The Parties agree that the provisions concerning data management are described in the Appendix “Personal Data Protection Policy”.
ARTICLE 17 : SPECIAL PROVISIONS
17.1. Freedom of the Parties
Each party to these Terms of Service is legally and financially independent and acts in its own name. Neither Party may make commitments in the name and on behalf of the other Party, for which it may under no circumstances replace it.
Furthermore, AtomicSeller is free to perform similar services on behalf of other clients.
17.2. Entire Agreement
The Parties acknowledge that the Agreement, its annexes, any amendments thereto, and the other terms and conditions incorporated by reference herein constitute the entire agreement between them relating to the subject matter of the Agreement.
These agreements supersede all prior commitments, whether oral or written, between the Parties relating to the subject matter hereof. Unless expressly stipulated otherwise, the terms, conditions, and obligations of this document shall prevail over all others.
17.3. Unforeseen Events
Article 1195 of the French Civil Code shall not apply between the Parties.
The Parties agree to assume all risks relating to the performance of the contract between them. They refuse to renegotiate the terms of the contract, regardless of the circumstances.
17.4. Nullity
If one or more provisions of the T&Cs are deemed illegal or inapplicable, or deemed so pursuant to a law, regulation, or final court decision, they shall be deemed null and void, and the other provisions shall remain in effect.
17.5. Non-Waiver
The failure of either Party to assert a breach by the other Party of any of the obligations set out in the Contract shall not be construed as a waiver of the obligation in question.
ARTICLE 18 : APPLICABLE LAW AND JURISDICTION
This Agreement is subject to French law.
For any disputes arising from these Terms and Conditions, the Parties agree to seek an amicable solution.
If the dispute cannot be resolved amicably, the Parties may bring their dispute before the courts of Paris, to which they grant exclusive jurisdiction.