Terms of service
1 – Definitions:
Subscription: applies to the service giving access to the operating system. Beneficiary: generally refers to any Affiliated Company and/or Partner(s) designated by the Customer, which may use or access the Service. Purchase order : Is an application contract dedicated to the customer’s premises, it allows the premises to select the options chosen and place an order as part of the general terms and conditions of sale. Establishment(s): Location (an address) or establishment of an entity of the customer for which the services performed are performed. Any company at least 51% owned by the customer is considered as an entity. Equipment : Sounding terminals, screws, accessories, radio relays. HT : excluding taxes Working Days From Monday to Friday, excluding statutory holidays under applicable law and conventional closing days. The operating system : is accessible via a web connection. This is the system for using data from the sampling points. It can be configured by the customer, and allows to visualize the response flows transferred by the terminals. The operating system is hosted on Agora Opinion’s servers based in Europe. Services: All tasks, including the delivery of equipment, performed under the responsibility of Agora Opinion and necessary for the performance of the assignment entrusted to Agora Opinion under this Contract. Sales : applies to the sale of equipment and is not included in the subscription.
2 – Subject:
2.1 The purpose of the General Terms and Conditions is to define the terms and conditions under which Agora Opinion undertakes to provide the Client who accepts it. The customer cannot rely on any stipulation in his own general terms and conditions of purchase, or on any other commercial proposal prior to this contract. Placing an order implies full acceptance of these general conditions.
2.2 Agora Opinion undertakes to provide the client with equipment and access to the operating system until the end of the contract. Establishments will order the requested service via the order form. Upon receipt of the order, the supplier undertakes to:
-Deliver the equipment on the French territory as well as an installation and use guide, the equipment is either rented or acquired.
-Provide access to the kiosk operating system in SaaS mode (accessible via a web browser). Access to the operating system is via a subscription
3 – Subscription:
3.1 As part of its request, the Client undertakes to provide Agora Opinion with the necessary information to verify the level of coverage of the area where the sampling points will be deployed.
3.2 The Service by radio transmission can only be delivered if the Customer is located in a geographical area covered by the sigfox/lora network, therefore, the subscription request does not imply a guarantee that the Service is accessible to the Customer. However, Agora Opinion will be able to offer the customer a lora gateway connectable by WIFI or GSM at a price of 600€ HT.
3.3 The service by downloading data via a USB key does not require any network coverage.
3.4 No subscription may be made without a prior estimate.
3.5 The Client may conclude Orders in its own name and on behalf of the Beneficiary(ies) and represent them before Agora Opinion. The Client then undertakes to communicate to the said Beneficiaries the content of Agora Opinion’s General Terms and Conditions, as well as any subsequent modifications made to them. In any event, the Client is solely responsible for the respect of contractual obligations by the Beneficiaries. Consequently, Agora Opinion is not required to respond directly to a Beneficiary for any request relating to the subject matter of the Contract.
3.6 Except in the event of direct acquisition of ownership by the Client, the Equipment remains the exclusive, non-transferable and non-seizable property of Agora Opinion and may not be assigned or made available to a third party in any form whatsoever.
4 – Duration:
4.1 Orders are concluded for an indefinite period of time with a minimum duration from the date of receipt of the equipment. The minimum period is defined in the order form. The price varies according to the duration.
4.2 The Customer is informed of the expiry date of his commitment on his subscription invoices. If at the end of his commitment, the Client does not wish to terminate it, the Contract is automatically renewed for an indefinite period with the possibility of termination at any time by either Party. In the event that either Party wishes to terminate the Agreement, termination shall be effective within ten (10) days of the return of the equipment with acknowledgement of receipt.
5 – Termination:
5.1 In the event of a party’s failure to comply with a substantial obligation of the Contract that has been the subject of a formal notice to remedy such failure by registered letter with acknowledgement of receipt, which has remained unsuccessful for thirty (30) calendar days from the date of notification, the other party shall have the right to terminate, ipso jure, the Order or Orders concerned by registered letter with acknowledgement of receipt, without prejudice to any other right at its disposal.
5.2 In any other case of termination, all amounts remaining to be received for the minimum commitment period shall remain due and payable within thirty (30) days of termination. The client will ship the equipment to Agora Opinion within thirty (30) days.
In the event of failure by the Client to cooperate resulting in the non-return of the Equipment or in the event of destruction, deterioration or loss of the Equipment attributable to the Client, Agora Opinion reserves the right to invoice the Client for the equipment at its replacement value as compensation
6 – Installation and commissioning:
6.1 The equipment will be delivered to the address indicated by the customer’s premises. Each equipment delivered is tested before packaging. Each piece of equipment delivered is in perfect working order, without any “cosmetic” defects. The delivery date of the equipment will be specified when the invoice is issued after confirmation of the total amount of the order. The average time is fifteen (15) business days. If the installation has been carried out by Agora Opinion teams, the acceptance of the equipment will be carried out at the end of the installation. In the event that the customer himself installs the equipment, the customer’s premises have 48 hours upon receipt of the equipment to carry out the reception and a contradictory inventory of fixtures, beyond this period the equipment will be deemed to have been accepted without reservation. In the event of a defect noted by the customer, he must repack the equipment and send it back to Agora Opinion, which will issue a carrier’s warrant (TNT) to proceed with the collection. Agora Opinion will replace defective equipment at its own expense, and as a commercial effort will extend the warranty on the replaced equipment by an additional three (3) months in the event of sale, or will offer one (1) month’s additional rental for the replaced equipment. No further compensation will be payable. Any defects found later on would fall within the scope of the guarantee.
6.2 The wall terminals must be fixed in accordance with the mounting specification provided with the equipment. The stand-mounted terminals are not fixed to the ground but are weighted. These terminals can therefore be reversed, the customer acknowledges that he/she has been made aware of the risk, it is his/her sole responsibility to ensure that the terminals are not reversed, nor placed in places that could lead to a physical accident. Any physical accident due to a terminal is the exclusive responsibility of the client, except that Agora Opinion’s liability for hidden defects is proven.
7 – Obligations of Agora Opinion:
7.1 Agora Opinion provides all its know-how and technical capabilities to ensure the best possible permanence and continuity of access to the Service in accordance with the technical standards in force and within the limits referred to in Article 3.2.
7.2 Agora Opinion cannot be held responsible for any interruption in service caused by its own network providers: this situation is considered as a case of force majeure.
7.3 Any proposed amendment to this Agreement shall be communicated by Agora Opinion to the Client in writing at least one month before its entry into force, together with the information that the Client may, until it has expressly accepted the new conditions, terminate the Agreement without penalty of termination and without right to compensation, until four months after the entry into force of the amendment. For contracts of minimum duration which do not contain a clause precisely determining the hypotheses which may lead to a contractual amendment of the clause relating to the modification of the price, the customer may require the application of the initial conditions until the end of the contractual duration.
7.4 In the event of an interruption of service, the recovery period begins as soon as the Customer reports the incident to Agora Opinion. The maximum recovery period is 15 calendar days. Beyond this period, the client is compensated, at his request to Agora Opinion’s customer service department, for an amount calculated pro rata temporis for the service interruption.
7.5 Agora Opinion is committed to providing its subscribers with an online customer space, which will allow them to manage their surveys and view their results. To this end, modifiable identifiers are provided.
8 – Client Obligations:
8.1 The Customer undertakes to comply with the terms of these GTC.
8.2 The client undertakes to pay for the service provided by Agora Opinion within the deadlines indicated on the quotes and invoices provided.
8.3 The Client, as custodian, undertakes to ensure the conservation, custody and security of the equipment provided by Agora Opinion. As from the delivery of the Equipment, the Customer is liable for any loss or damage caused to him. As part of a subscription to an offer with purchase of the equipment by the Customer, the risk of damage, loss or theft will be transferred to the Customer upon receipt of the Equipment. The customer also undertakes not to reverse engineer the Products and Services provided.
8.4 In the event of damage caused by the Customer to the Equipment, the Subscription remains due and the Customer will be invoiced an amount equal to the value of the Equipment as shown on the Order Form. New Equipment will be given to the Customer upon receipt of his payment.
8.5 The Client undertakes to use the Site provided by Agora Opinion in a manner consistent with the Company’s instructions.
8.6 The Client agrees that it will only use the Site for its own purposes, in accordance with these GTC. In this respect, the Client agrees to abstain: – To use the Site in any illegal manner, for any illegal purpose or in any manner inconsistent with these GTC. – To sell, copy, reproduce, rent, lend, distribute, transfer or sub-license all or part of the content appearing on the Site and the products/services provided by the Company or to decompile, reverse engineer, disassemble, modify, display in a readable form by the Customer, attempt to discover any source code or use any software that activates or includes all or part of the Site and the Company’s products/services. – Attempt to obtain unauthorized access to the Site’s computer system or to engage in any activity that disrupts, reduces the quality or interferes with the performance or deteriorates the functionalities of the Site and the Company’s services. – To use the Site for abusive purposes by deliberately introducing viruses or any other malicious software and to attempt to access the Site in an unauthorized manner. – To infringe the Company’s intellectual property rights relating to the Site or services. – To denigrate the Site, the Company and the Company’s Products/Services. – Any use that results in excessive use of the Company’s servers (including, but not limited to, bandwidth, processor usage, disk space usage)
9 – Financial Provisions:
9.1 L Invoices will be paid by bank transfer within thirty (30) days of the date of issue of the invoice, receipt of the equipment will generate the invoicing of the subscription and the rental of the equipment. Subscriptions or rentals are invoiced on a quarterly basis.
9.2 Payment for the Subscription is made by direct debit or bank transfer in arrears. Any period started is due.
9.3 The Subscription is invoiced in euros, all taxes included (including VAT). In the event of termination of the Contract before the invoicing deadline, invoicing shall be stopped under the conditions of termination, as referred to in Article 5.
9.4 Without prejudice to any claim for damages, in the event of delay or non-payment, Agora Opinion shall be entitled to terminate the connection and initiate legal proceedings for the purpose of collecting the claim by amicable or judicial means.
10 – Warranty:
10.1 In the event of a sale, the equipment is guaranteed parts and labour for a period of one (1) year after delivery of the equipment to the customer’s premises. In the event of a rental, this guarantee will cover the duration of the lease. Unless expressly agreed by Agora Opinion, the customer’s premises undertake not to attempt to repair the equipment by their own means unless they lose the warranty on the equipment, with the exception of the change of batteries which the customer will carry out and which is part of routine maintenance.
10.2 Any non-conformity of the equipment must be reported in writing within ten (10) working days of observation of the defect. The warranty does not cover mechanical breakage resulting from impact, matting of the structure as a result of impact, wear, scratches, tears, disassembled or disjointed buttons, cracked screens, or damage caused by mechanical action, for example black spots on liquid crystals as a result of overpressure exerted on the screen. Any non-functional equipment outside the scope of the exclusions described above will be returned to Agora Opinion. The equipment will be replaced within fifteen (15) working days of receipt of the defective equipment. In the event that the Agora Opinion laboratory notices a defect falling within the scope of the guarantees, Agora Opinion will reimburse the shipping costs of the defective equipment and will maintain the replacement equipment at the customer’s premises.
10.3 To cover any damage caused by the client, in the event that Agora Opinion’s liability is proven, Agora Opinion will offer in the case of the rental 1 additional month of rental, or an extension of 3 months of guarantee in the case of sale. No further compensation will be required.
10.4 In the event that the Agora Opinion laboratory finds that the non-functioning is the responsibility of the customer, Agora Opinion will invoice the shipping costs of the replacement terminal. The customer will not benefit from the extended warranty or the rental offered.
10.5 Any warranty is excluded in the event that: Non-compliance declared beyond the warranty period referred to in Article 10 of the General Terms and Conditions; Damage due to an accident, to a use different from that proposed in the Product installation manual, malfunctions following an attempt to move or improper maintenance of the Product by the Customer or any third party other than the Company; Damage occurring during the installation or opening of the Product; Damage whose cause is external to the Product, including improper installation of the Product by the Customer, negligence on the part of the Customer causing damage to the Product, fire, water damage, etc. and more generally, damages of any kind whose origin would be subsequent to the sale and generally all damages caused to the external parts of the Product and whose damage does not affect its proper functioning; In the event of scratches, scratches, scratches after the sale; In the event of scratches, chips, scratches prior to sale that would have been accepted by the Customer in accordance with the description of the Products given in Article 4 of the GTCs; In the event of technical manipulation of the Product, in particular in the event of modification or repair of the Product by the Customer and in the event of repair of the Product by an organisation not approved by the manufacturer of the Product; In the event of change or update of the operating system for the Product;
And in general in the event of any modification not authorised by the manufacturer of the Product made by the Customer.
11 – Limitation of liability:
11.1 The Customer is reminded that the Products marketed by the Company via the Website comply with current French legislation and the standards applicable in France. The Company is therefore excluded from any liability in the event of non-compliance with the legislation of another country where the Products would be used or imported. The Client is solely responsible for the choice of Products, their use and storage, so that the Company cannot be held liable in the event of deterioration, loss of files, etc. resulting from the misuse of the Product by the Client.
11.2 Any liability of the Company is also excluded in the event of damage caused by the Product to the Customer or to a third party.
11.3 The Client agrees that, for any reason whatsoever, Agora Opinion’s total liability to the Client for the performance or non-performance of the services provided for in the contract, or in any way related to such performance, shall be limited to half of the annual fees actually paid by the Client for the services provided by Agora Opinion under the contract of application of the establishment concerned by the damage. The client acknowledges that Agora Opinion shall not be liable for any indirect, commercial or financial loss (such as, in particular, loss of profits, orders, commercial disturbance) or any claim made against the client by any third party.
11.4 The Client agrees that Agora Opinion cannot be held responsible for a lack of connectivity or network coverage provided by radiocommunication providers and undertakes to deploy the Products in areas where coverage is confirmed. If the customer wishes to position his Products in uncovered areas, he accepts without reservation the cost of deploying gateways (600€ HT/piece) offered by Agora Opinion, equipment that will ensure the good connectivity of the Products deployed in an uncovered area
Agora Opinion reserves the right to subcontract part of the said services, without this releasing Agora Opinion, in any way whatsoever, from the responsibilities it assumes in the performance of its contractual obligations.
13 – Insurance:
Agora Opinion is insured for all equipment sold or leased under this contract. Agora Opinion will send any supporting documents at the client’s first request.
14 – Not exclusive:
The parties agree that this framework agreement does not constitute any commitment of exclusivity for the benefit of either party.
15 – Intellectual Property
Agora Opinion’s operating system made available to the client and/or its affiliates, as part of the services, is and will remain the exclusive, unique and absolute property of Agora Opinion or its licensors. Agora Opinion grants the client and its related companies benefiting from the services, the access and use rights to the Agora Opinion operating system made available to them, solely for the duration of this contract and for their internal management needs. The client and its affiliates will not have any other rights to the Agora Opinion operating system. The latter reserves, to the extent permitted by law, the exclusive right to correct any error that may affect the operating system.
16 – Data protection:
Client data is subject to anonymity and confidentiality. Survey responses, survey responses, comments, feedback and suggestions provided by a survey respondent are anonymous and confidential, unless the survey respondent chooses, within the Agora Opinion Platform, to remove anonymity and confidentiality regarding such content. Any customer data for which survey respondents have not chosen to remove anonymity and confidentiality will be kept confidential by Agora Opinion and will not be shared with the customer. When Agora Opinion receives a request from a respondent to delete their comment, which may contain personal information, or from a user to receive personal information about themselves that they have provided to the client and that is being processed by Agora Opinion, the client authorizes Agora Opinion to respond to this request.
Telemetric data from the website and the Agora Opinion platform. To the extent permitted by law, telemetric data relating to how Users access and use the Website and the Agora Opinion Platform (including the features and functions of the Website and the Agora Opinion Platform used by Users, stack tracking data and related reports) does not constitute Customer Data, and anonymized data derived from such telemetric data belongs to Agora Opinion.
Confidential information. “Confidential Information” means any non-public, confidential or sensitive information, including Customer Data, disclosed by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), and excludes any information that is:
(i) subject to applicable privacy laws, publicly available or subsequently becoming publicly available, other than by a breach of the Terms and Conditions;
(ii) as evidenced by documentary evidence and competent evidence: (a) known to the Receiver or its employees, agents or representatives prior to such disclosure or (b) without using the Confidential Information, is independently developed by the Receiver or its employees, agents or representatives after such disclosure; or
(iii) as documentary and competent evidence, subsequently lawfully obtained by the receiver or his employees, agents or representatives of a third party without any obligation of confidentiality, provided that such source is not, to the knowledge of the receiver, in breach of his non-disclosure obligations to the principal.
Use or disclosure of confidential information. The Receiver will only use or disclose confidential information to exercise its rights and responsibilities under these terms and conditions. The receiver shall exercise the same degree of care and protection with respect to confidential information as he exercises with respect to his own confidential information and, in any event, at least with diligence and prudence. The receiving party shall not directly or indirectly disclose, copy, distribute, republish or allow a third party to access confidential information, except that Agora Opinion may disclose confidential information to its third party service providers in connection with the performance or improvement of the services, in which case Agora Opinion shall ensure that the third party maintains reasonable practices to maintain the confidentiality and security of the confidential information and prevent any unauthorized access. Notwithstanding the foregoing, the recipient may disclose confidential information as required by applicable law or by a competent legal or governmental authority. The receiver shall promptly notify the receiver of any legal or governmental request and shall cooperate reasonably with the discloser in his or her efforts to obtain a protection order or otherwise contest the required disclosure, at the discloser’s expense. The provisions of this section replace any previous non-disclosure agreement entered into by and between the parties, and such agreement shall no longer have any force or effect.
Additional rights GDPR. The parties may be subject to additional terms and conditions under the General Data Protection Regulation (EU Regulation 2016/679). These conditions can be found in the Data Processing Addendum, which is hereby incorporated by reference and forms an integral part of the General Conditions, to the extent that they are applicable. In the event of a conflict or inconsistency between the IT amendment and the General Terms and Conditions, the IT amendment shall prevail.
17 – Notifications:
Any notice required to be sent or delivered under this contract will be sent or delivered to the customer or Agora Opinion at the address indicated on the purchase order,
18 – Applicable law, competent jurisdiction:
The contract is governed by French law. The parties agree to point out any difficulty relating to the execution or interpretation of this contract by the Lyon Commercial Court.