General terms of service use

Pomdoc DM

1.Purpose

These General Terms and Conditions for the provision of services by Pomelo-Paradigm and for use by the Client, the End Client, and the User are intended to define the terms of access to and use of the Pomdoc DM software (hereinafter referred to as the “Solution”), designed and published by Pomelo-Paradigm.

2.Definitions

Pomelo-Paradigm, a simplified joint-stock company headquartered at 12 Avenue du Général de Gaulle – 78000 VERSAILLES – France, registered under SIRET number 790 745 558 00037 and with the VERSAILLES Trade and Companies Register (RCS), publisher and provider of the Solution.

Client: The Client is defined as the beneficiary of the Solution. The Client’s details are specified in the quotation and/or the Solution supply Agreement.

End Client: refers to a customer of the beneficiary who has subscribed to the Service after creating their user account through the Beneficiary’s website or other sites directly operated by the Beneficiary;

User: any person, internal or external to the End Client, employed or appointed by the latter (agent, permanent or temporary employee, consultant, external service provider, representative, etc.) and authorized by the End Client to access the Service;

Solution: refers to the provision of dedicated access to the Pomdoc Pro software for each User designated by the Client, as well as service offerings related to application hosting and technical support.

Other Services: refers to additional or supplementary services offered by Pomelo-Paradigm and subscribed to by the Client.

Services: the Solution and the Other Services.

Documents: refers to the documents created and managed within the Solution.

General Terms: these General Terms of provision and use, including any subsequent amendments.

3.Access to the Solution

Pomdoc DM is a Solution delivered as SaaS (“Software as a Service”) and is accessible through any modern web browser using a User password. The documentation associated with the Solution is accessible through the same means.

Subject to the provisions of Article 5.1 below in these General Terms, Pomelo-Paradigm will use its best efforts to ensure access to the Solution 24 hours a day, 7 days a week.

User support is provided by email at support@pomdoc.com and is available Monday to Friday from 9:00 AM to 6:00 PM.

Pomelo-Paradigm reserves the exclusive right to carry out planned maintenance interventions necessary for the proper functioning of the Solution.

Pomelo-Paradigm will make its best efforts to perform maintenance on the Solution at times and within periods compatible with the Client’s business activities.

The Client and the End Client are therefore strictly prohibited from using or allowing the use of the Solution during maintenance operations.

Pomelo-Paradigm may suspend the Solution at any time and without prior notice, while immediately informing the Client, if it deems there is a risk to the security or stability of the Solution, without any obligation to provide compensation. In such cases, it is the Client’s responsibility to inform the End Client and the Users of the Solution.

Furthermore, access to the Solution may be restricted, limited, or suspended by Pomelo-Paradigm by operation of law:

if it appears that the Client or the End Client is using the Solution provided for any activity that is not in compliance with these General Terms.
if Pomelo-Paradigm receives notice to that effect from a competent authority, whether administrative, arbitral, or judicial, in accordance with applicable laws, or from a third party, provided the reported activity appears unlawful or likely to incur liability for Pomelo-Paradigm.
if the contact information provided in the User account appears false, inaccurate, or not up to date.
if the Client has not paid the invoices issued for the provision of the Solution in accordance with the specific terms of the contract concluded with the provider.

4.Other services

Pomelo-Paradigm provides additional or complementary Other Services to the Solution, such as Client training, assistance with document design, and Client support, which the Client may choose to subscribe to in addition to the Solution, under execution conditions specified in the contract.

5.Pomelo-Paradigm Obligations – Liability

5.1 – Access to the Solution.

Pomelo-Paradigm’s liability cannot be engaged in the event of an inability to access the Solution due to factors beyond its technical control.

The Client acknowledges that bandwidth fluctuations and issues with the internet service provider are factors that may cause service interruptions provided by Pomelo-Paradigm and are beyond its technical control.

Furthermore, Pomelo-Paradigm may perform maintenance operations, error corrections, or security emergency management, which may require an interruption of the Solution and Other Services.

The User acknowledges and agrees that Pomelo-Paradigm is not responsible for such interruptions or for any consequences that may result for the User or any third party.

5-2. Client Content.

The Client uses the Solution and the results obtained through the use of the Solution under their sole and exclusive responsibility, with no possible recourse against Pomelo-Paradigm. In particular, Pomelo-Paradigm cannot be held liable for any errors—regardless of their origin—in the results produced or in the content, the accuracy of which must be verified by the Client.

Likewise, Pomelo-Paradigm cannot be held liable for the accidental destruction of the Client’s data, which the Client is solely responsible for backing up.

5-3 – Best-Efforts Obligation.

Pomelo-Paradigm’s commitments to enable access to and use of the Solution constitute an obligation of best efforts, in strict compliance with applicable professional rules and practices.

To this end, Pomelo-Paradigm will assign professionals with the necessary skills to fulfill the purpose of the Agreement and the services entrusted to it.

Pomelo-Paradigm disclaims any liability in the event that an anomaly arises from causes or circumstances beyond its control, such as:

errors in handling by the Client or third parties, including the End Client;

consequences of services provided by third parties or applications not delivered by Pomelo-Paradigm;

changes in the Client’s operating and usage conditions;

modifications to all or part of the applications by the Client or third parties, including the End Client, without Pomelo-Paradigm’s prior written authorization;

5-4 – Reliability of sources – document creation.

The information and/or documents provided by the Client and/or the End Client and/or the User(s), appearing in the Solution and/or accessible through the use of the Solution, come from sources considered to be reliable. However, if the information and/or documents provided by the Client and/or the End Client and/or the User(s) contain errors, the Documents produced using the Solution may contain technical inaccuracies and typographical errors.

The Client must therefore verify the accuracy and relevance of the information and/or documents made available.

The information and/or Documents available in the Solution may be modified at any time by the Users and may have been updated. In particular, updates may have occurred between the time of download and the moment the Client reviews them.

Pomelo-Paradigm cannot be held responsible for the reproduction or failure to correct errors originating from the information or documents provided, or for the editing of a Document in a format that can still be modified by Users of the Solution.

The use of information and/or documents available in the Solution is entirely and solely the responsibility of the Client, who assumes full responsibility for any resulting consequences, without Pomelo-Paradigm being held liable, and without any recourse against it.

Pomelo-Paradigm shall in no case be held liable for any damage of any kind resulting from the interpretation or use of the information and/or documents available in the Solution.

5-5 – Limitation of liability.

Pomelo-Paradigm’s liability is limited to the repair of direct damage suffered by the Client in connection with the use of the License and, where applicable, the provision of Other Services, provided it is established beyond any dispute that such direct damage was caused by Pomelo-Paradigm through gross negligence or intentional misconduct.

Any liability of Pomelo-Paradigm for indirect damages is expressly excluded (including, but not limited to: loss of profits, unrealized gains or savings, etc.). This exclusion of liability applies both to the Client’s use of the Solution and to the use and exploitation of results obtained through the Solution. It also applies to all Other Services.

In any case, Pomelo-Paradigm’s liability is limited to the annual pre-tax amount of the services ordered.

Pomelo-Paradigm is covered by professional liability insurance with a financially reputable insurer for all direct damages resulting from the execution of this Agreement by its personnel or collaborators.

All claims combined shall be capped at the amount specified in this Article 5-5.

6.Client Obligations

To ensure proper use of the Solution, the Client agrees to:

provide Pomelo-Paradigm with complete, accurate information, data, and documents in a timely manner, without Pomelo-Paradigm being required to verify their completeness or accuracy,
make decisions promptly and obtain the necessary hierarchical approvals,
designate a contact person vested with decision-making authority,
ensure that key contacts and the designated representative are available throughout the execution of the Services, and implement measures to control and verify all results and reports communicated,
directly notify Pomelo-Paradigm of any potential difficulties related to the execution of the Services,
designate Users with the skills and authorization to use the Solution,
grant access only to Users who have the necessary skills to use the Solution and regularly verify Users’ access rights and conditions.

7.Exception of non-performance

Pomelo-Paradigm, as well as the Client, may refuse to perform their obligations, even when they are due, if the other Party fails to perform theirs and such non-performance is sufficiently serious—meaning it could jeopardize the continuation of the contract or disrupt its economic balance. For the purposes of this Article, a failure to pay or repeated delays in payment constitute sufficiently serious non-performance.

8.Period

The subscription to the Solution is granted for a period of one (1) year from the date of signing the contract. It is automatically renewable unless terminated three (3) months prior to its expiration.

9.Intellectual property

This license does not confer any intellectual property rights on the Solution to the Client, the End Client, and/or the User, which remain the full and exclusive property of Pomelo-Paradigm.

The Client, the End Client, and/or the User are strictly prohibited from reproducing, either permanently or temporarily, all or part of the Solution by any means or in any form.

The Client, the End Client, and/or the User are prohibited from translating, adapting, arranging, or modifying the Solution, exporting it, or merging it with other software.

Pomelo-Paradigm expressly reserves the exclusive right to intervene on the Solution to ensure it can be used as intended, including correcting errors. The Client, the End Client, and/or the User are therefore strictly prohibited from intervening or having a third party intervene on the Solution.

10.Information and Confidentiality

10.1 – Confidentiality.

Both Parties agree to maintain the strictest confidentiality throughout the entire period of use of the Solution and for a period of two (2) years following the end of the contractual relationship. They shall refrain from disclosing, directly or indirectly, any information, knowledge, or know-how concerning the other Party and its operations, to which they may have had access in the course of performing the contract, unless such information has entered the public domain or its disclosure is required under a specific regulation, administrative or judicial order, or is necessary for either Party to obtain the judicial enforcement of contractual obligations.

Each Party also agrees to ensure that all relevant members of its personnel comply with this obligation, for whom they shall be fully liable. In this respect, the Client guarantees that the End Client and/or the User shall comply with the confidentiality obligations set out in this article.

All connections made by the Client to access the Solution are encrypted using the HTTPS protocol (rated A+ by GlobalSign), regardless of the nature of the connection: viewing, transfer, or download. Pomelo-Paradigm has implemented all necessary technical measures to ensure the confidentiality of the Client’s data.

Data is hosted in France, within datacenters certified ISO-27001, ISO-50001, and HDS. A 99.9% availability rate is ensured.

10.2 – Personal data protection.

The Parties guarantee that they comply with the provisions of the French Data Protection Act (“Informatique et Libertés”) No. 78-17 of 6 January 1978 as amended on 6 August 2004, as well as the General Data Protection Regulation (“GDPR”) No. 2016/679 of 27 April 2016.

In this context, Pomelo-Paradigm is authorised to process, on behalf of the Client, the personal data necessary to provide the services. The personal data processed are:

Data concerning Users of the Solution: surname, first name, email address.
The data and the history of the data contained within the documents processed during the use of the Solution, where applicable.

The categories of data subjects are private individuals and natural persons linked to legal entities.

The personal data are used by Pomelo-Paradigm to create access accounts to the Solution and to record the operations performed within the Solution. They are therefore necessary for the proper use of the Solution.

The data relating to the Solution are stored on the platform made available by Pomelo-Paradigm, as well as on backup environments allowing the rapid restoration of the service in the event of an incident.

In view of the above, Pomelo-Paradigm undertakes to:

Process the data solely for the purpose(s) linked to the use of the Solution,
Store the data within the European territory and in compliance with the European regulation on data protection. Furthermore, if Pomelo-Paradigm is required to transfer data to a third country or to an international organisation by virtue of EU law or the law of the Member State to which it is subject, it must inform the Client of this legal obligation before the processing, except where the relevant law prohibits such information for important reasons of public interest,
Guarantee the confidentiality of the personal data processed within the framework of the use of the Solution,
Ensure that the persons authorised to process the personal data:
- Commit to respecting confidentiality or are subject to an appropriate legal confidentiality obligation,
- Receive the necessary training in the protection of personal data.
Take into account, in relation to its tools, products, applications or Services used and/or produced in the context of the Services, the principles of data protection by design and data protection by default.

Pomelo-Paradigm shall notify the Client of any personal data breach within a maximum of twenty-four (24) hours after becoming aware of it, by sending an email to the address provided by the Client, followed, within the same timeframe, by a registered letter with acknowledgment of receipt. This notification shall include all useful documentation to enable the data controller, if necessary, to notify the breach to the competent supervisory authority. Pomelo-Paradigm undertakes to implement the following security measures:

pseudonymisation and encryption of personal data;
means to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
means to restore the availability of and access to personal data within appropriate timeframes in the event of a physical or technical incident;
a process for regularly testing, analysing, and evaluating the effectiveness of technical and organisational measures to ensure the security of processing.

Pomelo-Paradigm shall provide the Client, upon simple request, with the name and contact details of its data protection officer.

Pomelo-Paradigm declares and guarantees that it keeps, in writing, a record of all categories of processing activities carried out on behalf of the Client that includes:

the name and contact details of the data controller on whose behalf it acts, of any processors, and, where applicable, of the data protection officer;
the categories of processing carried out on behalf of the Client;
where applicable, transfers of personal data to a third country or an international organisation, including identifying such country or organisation and, in the case of transfers referred to in Article 49(1), second subparagraph of the GDPR, documents demonstrating the existence of appropriate safeguards.

Finally, upon the Client’s first request and, in any case, no later than one month after the discontinuation of the Solution, Pomelo-Paradigm undertakes to delete and not retain any of the personal data transmitted by the Client.

Users of the Solution have a right of access, objection, and rectification concerning the information relating to them, exercisable with Pomelo-Paradigm.

11.Force majeure

The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations described herein results from an event of force majeure within the meaning of Article 1218 of the French Civil Code. The obligations of the Parties shall then be automatically suspended.

The Party observing the event shall promptly inform the other Party of its inability to perform its obligation and shall provide justification for this. The suspension of obligations shall in no case constitute grounds for liability for non-performance of the obligation in question, nor give rise to the payment of damages or late-payment penalties.

However, as soon as the cause of the suspension of their respective obligations disappears, the Parties shall make every effort to resume the normal performance of their contractual obligations as quickly as possible. To this end, the affected Party shall notify the other Party of the resumption of its obligation by registered letter with acknowledgment of receipt or by any extrajudicial document. If the effects of a force majeure event last for more than ten (10) days from the notification of the force majeure event to the other Party, the commercial relationship may be terminated automatically at the request of either Party, with immediate effect and without any right to compensation for either Party.

12.Subcontracting

Pomelo-Paradigm shall have the right, under its own responsibility, to subcontract all or part of the Services to any company of its choice.

13.Termination

13.1 – The Parties may, by mutual agreement, decide to terminate their contract.

13.2 – However, unilateral termination of the contract by the Client is possible in the following cases:

Non-performance of the Services by Pomelo-Paradigm despite formal notice remaining ineffective for thirty (30) days to remedy such non-performance. Termination shall then take effect at the end of this period.
force majeure under the conditions set out above (article 12).

13.3 – Unilateral termination of the contract by Pomelo-Paradigm is possible in the following cases:

Any non-performance of a contractual clause, including failure or delay in payments owed by the Client, despite formal notice remaining ineffective for thirty (30) days to remedy the non-performance. Termination shall then take effect at the end of this period.
force majeure under the conditions set out above (Article 12).
Judicial liquidation of the Client in accordance with the law.

In the event of early unilateral termination of the contract by Pomelo-Paradigm, the Client shall bear all costs incurred by Pomelo-Paradigm in the performance of the contract up to the date of termination.

Provisions relating to confidentiality and intellectual property rights shall remain applicable for the duration specified in the contract, notwithstanding early termination. Termination of the Services by either the Client or Pomelo-Paradigm shall automatically result in the suspension of access to the Services for the Client and Users.

14.Support – Complaints

Pomelo-Paradigm provides the Client with technical support accessible by email at: support@pomdoc.com. In parallel, the Client is encouraged to consult the Documentation related to the Solution.

The quotation, order form, contract, and any annexes, as well as all subsequent agreements, are governed by French law, regardless of the place of use or establishment of the Solution. In the event of a dispute, and after any attempt to reach an amicable solution has failed,

ANY DISPUTE RELATING TO THE CONCLUSION, INTERPRETATION, PERFORMANCE, OR TERMINATION OF THIS CONTRACT SHALL BE SUBJECT TO THE COMPETENT COURTS WITHIN THE JURISDICTION OF THE COURT OF APPEAL OF VERSAILLES, INCLUDING IN SUMMARY PROCEEDINGS, NOTWITHSTANDING ANY THIRD-PARTY CLAIM OR MULTIPLE DEFENDANTS.

15.Conflicts of Interest – Independence

In the event that a conflict of interest or an independence issue arises during the use of the Solution, Pomelo-Paradigm shall immediately inform the Client and work with them to find the most appropriate solution in accordance with applicable rules. In particular, if a change in regulations or professional standards prevents Pomelo-Paradigm from continuing to provide the Solution, it shall make all its documents available to the Client in their current state, in order to facilitate continuation by a third party.

Access to and use of the Solution shall in no way create a mandate or de facto partnership relationship between the Client and Pomelo-Paradigm. Neither Party is authorised to commit or bind the other.