General conditions of sale for professionals

1. CONTEXTE’s information

CONTEXTE is a French Société par Actions Simplifiée, registered with the Registre du Commerce et des Sociétés (RCS) of Paris under No. 795 047 042, the registered office of which is located at 9 cour des Petites Écuries, 75010 Paris (“CONTEXTE”).

CONTEXTE can be reached through the following contact information:

• email address: contact@contexte.com
  
• phone number: +33 1 82 83 63 09

2. Services offered

CONTEXTE is an online media that offers the client identified in the Quote as defined below (the “Client”) general and sector-specific editorial content as well as a tool dedicated to the monitoring and analysis of French and European policies (the “Services”) through the website accessible at: https://www.contexte.com/ (the “Website”).

The Services are provided to the Client on a subscription basis and are described in the Quote (the “Subscription”).

3. Contractual documents

The contractual relationship between the Client and CONTEXTE is governed, in descending hierarchical order, by the following documents.

The quote (the “Quote”) :

• It is established based on the Client’s needs.
  
• The Client must accept it in writing (including by email) within the time frame defined in the Quote. Such acceptance implies acceptance of the General Terms and Conditions in their latest version in force on the date of the Quote.
• In case of discrepancy, the Quote prevails over the General Terms and Conditions.
• In case of discrepancy, the most recent Quote prevails over the older one(s).

The general terms and conditions (the “General Terms and Conditions”) :

The General Terms and Conditions are applicable to the Client. The provisions specific to the Subscription do not apply to Individuals.

They define:

• The terms of use of the Services,
  
• The respective obligations of the parties. 

They are accessible via a direct link at the bottom of the Website page.

4. Access conditions to the Services

(i) The Client is either:

• a natural person with full legal capacity, or
  
• a legal person acting through a natural person who has the legal capacity to contract in the name and on behalf of the Client.

(ii) The Client is a professional, i.e. any natural or legal person acting for purposes within the scope of the Client’s commercial, industrial, craft, liberal, or agricultural activity, including when acting in the name or on behalf of another professional (the “Professional”). 

CONTEXTE also reserves the right, at its sole discretion, to allow access to the Services, for a trial period only, to a Client qualifying as a consumer, i.e. any natural person acting for purposes outside the scope of their professional activity (the “Individual”). It is understood that the Individual is a student.

5. Terms of subscription to the Services

In order to benefit from the Services, the Client may use any internet browser. 

The Client must register using a professional email address or one associated with the Individual’s educational institution. Otherwise, CONTEXTE reserves the right to refuse registration.

5.1. For the Subscription
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To subscribe to the Services, the Client may either contact CONTEXTE via the Website or directly by using the contact information provided in Section 1 (“CONTEXTE’s information”) hereof.

‍Registration automatically leads to the opening of an account in the name of the Client (the “Account”), which allows the latter to access the Services using their username and password.

The Client undertakes to provide CONTEXTE with the contact details of the Subscription manager, who will serve as CONTEXTE’s primary point of contact.

Once the Client’s Account is created, the Client may request that CONTEXTE create access for users, employees who are part of the Client’s organization (the “Users”), and configure their access rights.

To this end, the Client undertakes to:

• provide CONTEXTE with a list of Users and modify it as needed to ensure it remains up to date, it being specified that a given User may not be registered and deregistered more than twice a year;
  
• notify CONTEXTE without delay by any appropriate written means as soon as a User is no longer part of their organization.

The Client alone is responsible for configuring the Users’ access rights and for the personal use of the Website by the Users.

5.2. For the Trial Subscription

To subscribe to the Services, the Client must fill out the form provided for this purpose on the Website. 

The Client must provide CONTEXTE with all the information marked as mandatory.

Registration automatically leads to the opening of an account in the name of the Client (the “Account”), which allows the latter to access the Services using their username and password.

The Client may only register once on the Website in order to benefit from the Trial Subscription as defined below. Furthermore, no more than 10 people from the same organization can benefit from the Trial Subscription per year.

In all cases, CONTEXTE will study the Client’s request and may deny it if the latter does not meet the conditions set out in Section 4 (“Access conditions to the Services”).

6. Description of the Services

Before subscribing, the Client acknowledges that they may review, on the Website, the features of the Services and their constraints, especially technical ones.

The Client acknowledges that the implementation of the Services requires being connected to the internet and that the quality of the Services depends on this connection, for which CONTEXTE bears no responsibility.

The Services to which the Client has subscribed are described in the Quote.

The Client may notably subscribe to:

• a free Trial Subscription (the “Trial Subscription”), or
  
• to a paid Subscription (the “Subscription”).

6.1. Description of the Trial Subscription 

The Client may request a Trial Subscription from CONTEXTE in order to test the Services described on the Website. The Trial Subscription is free and limited to 15 days.

The Trial Subscription cannot be renewed. If the Client wishes to continue benefiting from the Services, they must subscribe to a paid Subscription by contacting CONTEXTE via the Website.

6.2. Description of the Subscription

The Services provided under the Subscription are defined in the Quote. 

The Client may have access to content from the thematic editions to which they have subscribed in the Quote.

When subscribing to the Subscription, the Client is required to select, on the Website, at least one editorial coverage from among those offered by CONTEXTE. This selection determines the Client’s access to content from the corresponding themes.

The list of the available editorial coverages is accessible on the Website and may be updated by CONTEXTE at any time.

In addition to choosing the editorial coverage, the Client must select, during the subscription process, a level of functional coverage from among the options offered on the Website. The details of each level of functional coverage are described on the Website at the time of subscription.

The choice of functional coverage is required in order to validate the Subscription.

6.3. Other Services

CONTEXTE reserves the right to offer any other Service.

Any request to modify the subscribed Services must be subject to an additional Quote.

7. Maintenance, hosting and technical support

7.1. Maintenance

Throughout the duration of the Services, maintenance services (in particular, corrective and evolutionary) are provided to the Client. In this context, access to the Website may be limited or suspended.

Regarding corrective maintenance, CONTEXTE makes its best efforts to provide the Client with corrective maintenance in order to correct any malfunction or bug found on the Website.

As for evolutionary maintenance, such maintenance services are provided to the Client throughout the duration of the Services. CONTEXTE may carry them out automatically and without prior notice. Evolutionary maintenance includes functionality improvements of the Website and/or technical installations used within the framework of the Website (aiming to add minor or major extensions).

Access to the Website may also be limited or suspended for scheduled maintenance, which may include the above-mentioned corrective and evolutionary maintenance operations.

7.2. Hosting

CONTEXTE hosts – under a best-efforts obligation – the Website, as well as the data entered on the Website, on its servers or through a professional hosting provider, and on servers located within the European Union.

7.3. Technical support 

If the Client encounters technical difficulties when using the Services, they may reach CONTEXTE using the contact information provided in Section 1 (“CONTEXTE’s information”) hereof.

8. Duration of subscription to the Services

8.1. Trial Subscription duration 

The Trial Subscription begins on the date of subscription for a period of 15 days and cannot be renewed.

8.2. Subscription duration 

Unless otherwise specified in the Quote, the Subscription begins on the date of subscription for a period of 12 months.

It is automatically renewed, for successive periods of the same length as the initial period (together with the initial period, the “Periods”), from date to date, unless the Subscription is terminated in accordance with Section 20 (“Termination of Services”) hereof.

9. Financial conditions

9.1. Trial Subscription price 

The Trial Subscription is provided free of charge. 

9.2. Subscription price 

The Subscription price (excl. VAT) is specified in the Quote.

CONTEXTE is free to make promotional offers or to grant discounts.

Nevertheless, the Client acknowledges and accepts that any discount or promotion granted to them by CONTEXTE and appearing in the Quote applies only to the initial Subscription period provided for in the Quote and will not apply upon renewal of said Subscription.

Any started Period is due in full.

Should an exchange rate apply, the exchange fees applicable on the date of payment are to be borne by the Client. In such a case, the Client alone is responsible for the payment of all banking fees related to the payment of the price, except for those charged by CONTEXTE’s bank.

The Client expressly acknowledges that the price indicated in the Quote is set according to the size of their organization. If the Client’s use of the Website reveals abnormal use in this respect, CONTEXTE reserves the right to terminate the General Terms and Conditions at any time and to issue a new Quote that will replace and modify the previous one.

9.3. Price adjustment

CONTEXTE’s prices, which do not take into account exceptional discounts or promotions granted for the initial period in the case of a Subscription, may be revised at any time in accordance with Section 22 (“Modification of the General Terms and Conditions”).

By way of exception, in case of automatic renewal of the Subscription, the price applicable to the new period may be increased by the greater of 5%, the Syntec index, or the Eurostat’s Labor Cost Index, of the price previously set forth in the Quote by CONTEXTE. This increase is deemed accepted by the Client solely by virtue of the Subscription’s renewal.

9.4. CONTEXTE’s invoicing and payment terms  

CONTEXTE’s invoicing and payment terms are specified in the Quote. Unless otherwise indicated in the Quote, CONTEXTE will send the Client one invoice per Period, by any appropriate means.

The Client warrants that they are duly authorized to use the selected payment method.

9.5. Late payments or defaults 

In the event of default or late payment, CONTEXTE reserves the right, from the day following the due date appearing on the invoice, to:

• immediately suspend the ongoing Services until payment in full of all sums due,
  
• where applicable, call for the acceleration of all of the outstanding sums due by the Client and their immediate payability.

In the event of default or late payment by the Client, CONTEXTE may charge for its own benefit a late payment interest at the rate of 3 times the legal interest rate, based on the amount of all sums not paid on the due date and a lump sum compensation of 40 euros for recovery costs, without prejudice to additional compensation if the recovery costs actually incurred exceed that amount.

10. The individual's right of withdrawal

The Individual does not benefit from a right of withdrawal when the Services involve the provision of digital content that is not supplied on a physical medium and when they have expressly (i) agreed that the Services begin upon their registration and (ii) waived their right of withdrawal. 

11. Intellectual property rights

11.1. Website’s intellectual property rights

The Website is CONTEXTE’s property, as are the software, infrastructures, databases, and content of any kind (texts, images, visuals, music, logos, brands, etc.) it uses. They are protected by all intellectual property rights or database producers’ rights in force.

All forms of disassembly, decompiling, decoding, extraction, re-use, copying, and more generally all forms of reproduction, representation, distribution, and use of any of these components, in whole or in part, without the prior written authorization of CONTEXTE, are strictly prohibited and may lead to legal proceedings.

The Client and the Users are granted a non-exclusive and non-transferable SaaS license to use the Website for the duration provided for in Section 8 (“Duration of subscription to the Services”) hereof.

11.2. Articles’ intellectual property rights

The Client and the Users are prohibited from extracting, copying, reproducing, publicly displaying, and/or misappropriating for their own purposes or those of third parties the Articles and, more generally, any editorial content on the Website and/or published or sent by CONTEXTE, unless prior authorization is obtained from the authors.  

By way of exception, the Client is authorized to quote, no more than once a day, a short excerpt from an Article accessible under their Subscription, for the purpose of occasionally sharing it with someone who has no subscription, subject to the following conditions:

• The quotation must be strictly limited to what is necessary for informational purposes;
  
• The quotation must prominently mention the author’s name, the Article’s date and title, and the source “CONTEXTE – www.contexte.com”;
• The quotation must in no way distort the meaning of the Article or be used for commercial purposes;
• This right to quote cannot be interpreted as an authorization to reproduce or redistribute the Articles and any other content published by CONTEXTE, which remains reserved for CONTEXTE and its rights holders.

Any abusive or non-compliant use of these conditions may result in the suspension of the Subscription, without prejudice to any other remedies available to CONTEXTE.

12. Obligations and liability of the Client

12.1. Provision of information 

The Client undertakes to provide CONTEXTE with all the information necessary for the subscription and use of the Services.

12.2. Client’s Account 

The Client:

• warrants that the information provided in the form is accurate and undertakes to update it,
  
• acknowledges that this information constitutes proof of their identity and that it is binding as soon as it is approved,
• is responsible for maintaining the confidentiality and security of their username and password. Any access to the Website with the latter is deemed to be made by the Client.

If the Client notices any unauthorized use of their Account, they must immediately contact CONTEXTE using the contact information provided in Section 1 (“CONTEXTE’s information”) hereof. In such a case, the Client allows CONTEXTE to take all appropriate measures.

The Client alone is responsible for configuring the Users’ access rights.

12.3. Use of Services

The Client is responsible for their use of the Services and for any information they share in this context. The Client is also responsible for the use of the Services and for any information shared by the Users. The Client undertakes to ensure that the Services will be used exclusively by them and/or by the Users, who are subject to the same obligations as the Client in their use of the Services. In particular, the Client ensures that the Users are employees within their organization.

The Client is prohibited from diverting the Services for purposes other than those for which they were designed, and in particular from:

• engaging in an illegal or fraudulent activity,
  
• violating public order and morality,
• harming third parties or infringing their rights in any way,
• breaching a contract or violating a statutory or regulatory provision,
• carrying out any activity likely to interfere with the computer system of a third party, in particular for the purpose of violating its integrity or security,
• carrying out maneuvers aimed at promoting their services and/or websites or those of a third party,
• assisting or inciting a third party to commit one or more of the above-listed acts or activities.

The Client is also prohibited from:

• copying, modifying, or diverting any element belonging to CONTEXTE or any concept it uses within the framework of the Services,
  
• engaging in any behavior likely to interfere with or to hijack CONTEXTE’s computer systems or to undermine its computer security measures,
• infringing the financial, commercial, or moral rights and interests of CONTEXTE,
• marketing, transferring, or giving access to the Services, the information hosted on the Website, or any element belonging to CONTEXTE, in any way whatsoever.

12.4. Articles 

The articles and more broadly all the editorial content and data contained in the publications on the Website (the “Articles”) are provided for informational purposes. They may contain errors, omissions, or outdated information. Under no circumstances should they be considered as advice or decision-making support. The Client therefore acknowledges that they interpret and/or use this content and data at their own risk. CONTEXTE cannot be held liable for any direct or indirect damage resulting from their use or interpretation.

The Client agrees to hold CONTEXTE harmless from any claim and/or action that may be brought against it as a result of the breach of one of the Client’s obligations. The Client will indemnify CONTEXTE for any damage suffered and will reimburse it for any resulting expenses.

13. Obligations and liability of CONTEXT

CONTEXTE undertakes to provide the Services diligently, it being specified that it is subject to a best-efforts obligation. 

13.1. Quality of Services

CONTEXTE makes its best efforts to provide the Client with quality Services. To this end, it regularly carries out checks in order to verify the functioning and accessibility of its Services and may thus carry out maintenance under the terms and conditions specified in Section 7.1. (“Maintenance”) hereof.

CONTEXTE cannot, however, be held liable for temporary technical issues or unavailability of the Services which would be caused by:

• circumstances not due to its network (and, in particular, the partial or total failure of the Client’s servers),
  
• the failure of equipment, wiring, services, or networks not included in its Services or for which it is not responsible,
• the interruption of the Services due to telecom operators or internet access providers,
• the Client’s intervention, in particular through a misconfiguration applied to the Services,
• an event of force majeure.

CONTEXTE is responsible for the operation of its servers, the outer limits of which are the connection points.

Besides, it does not warrant that the Services:

• which are subject to constant research to notably improve performance and progress, will be totally free of errors, defects, or flaws,
  
• being standard and in no way tailored to the Client’s specific constraints, will specifically meet their needs and expectations.

13.2. Website’s service level guarantee

CONTEXTE does not offer any service level guarantee for the Website.

However, CONTEXTE makes its best efforts to maintain access to the Website 24 hours a day, 7 days a week, except in the event of scheduled maintenance under the terms and conditions defined in Section 7.1. (“Maintenance”) hereof or in the event of force majeure.

13.3. Website data backup

CONTEXTE makes its best efforts to back up all data entered on the Website.

Except in the case of proven fault on the part of CONTEXTE, it cannot be held liable for any data loss during maintenance operations.

13.4. Data storage and security
‍
CONTEXTE provides sufficient storage capacity for the use of the Services.

CONTEXTE makes its best efforts to ensure data security by implementing the following measures: protection of the infrastructure and Website, detection and prevention of malicious acts, and recovery of data.

13.5. Subcontracting and assignment
‍
CONTEXTE may use subcontractors within the framework of the performance of the Services. Said subcontractors are subject to the same obligations as those by which CONTEXTE is bound as part of their work. CONTEXTE nevertheless remains solely responsible to the Client for the proper performance of the Services.

CONTEXTE may replace anyone who will be subrogated to all their rights and obligations under the contractual relationship with the Client. As the case may be, CONTEXTE will notify the Client of such substitution by any written means.

14. Limitation of liability of CONTEXTE

CONTEXTE’s liability is limited to proven direct damages suffered by the Client due to the use of the Services.

For the Clients, except for bodily injury, death, and gross negligence, and provided that a claim was submitted within one month of the occurrence of the damage, via registered letter with acknowledgment of receipt, CONTEXTE cannot be held liable for an amount greater than the amounts it has received during the 12 months preceding the event giving rise to liability or the duration of the provision of its Services if such duration is shorter.

CONTEXTE can only be held liable if the Clients have submitted a claim, via registered letter with acknowledgment of receipt, within one month following said occurrence.

15. Evidence

Evidence may be established by any means.

The Client is informed that the messages exchanged via the Website as well as the data collected on the Website and CONTEXTE’s IT devices/systems are the primary forms of evidence admissible between the parties, especially for demonstrating the reality of the Services provided and the calculation of their price.

16. Methods of processing personal data

CONTEXTE has a privacy policy, available here, that the Client is invited to read.

17. Confidentiality

Except with the written consent of the other party, each of the parties undertake to keep confidential, throughout the duration of their contractual relationship and for 3 years thereafter, all information relating to the other party or held by the latter, that they would have been made aware of at the time of formation and performance of their contractual relationship. 

This obligation of confidentiality does not extend to information:

• sent by the Client to a CONTEXTE journalist and used for journalistic purposes,
  
• that the receiving party was already aware of,
• already public at the time of their disclosure or which would become so without breach of this clause,
• that would have been lawfully received from a third party,

Confidential information may be transmitted to the parties’ employees, associates, interns, agents, and co-contractors, provided that they are subject to the same confidentiality obligation. As an exception, such confidential information (particularly the use of the Services) may not be disclosed to CONTEXTE journalists.

18. Business references and reviews

CONTEXTE may use the Professional’s name, brand, and logo, as commercial references, throughout the duration of the contractual relationship and for 3 years thereafter.

The Client may provide reviews regarding their use of the Services.

Consequently, the Client agrees that CONTEXTE may:

• disseminate the reviews for free on the Website and on any other French or foreign websites operated by any companies with which CONTEXTE has agreements, by any means and on any medium, for the purpose of promoting the Website,
  
• translate the reviews into any languages, 
• modify (in particular the framing, format, and colors) and/or adapt the reviews (in particular to the technical constraints of the Website (alterations or degradation in their quality).

19. Force majeure

The parties will not be held liable for any breach or delay in the performance of their contractual obligations due to an event of force majeure that occurred during the parties’ business relationship. Force majeure covers:

• any event meeting the requirements of Article 1218 of the French Civil Code and recognized by case law, 
  
• strikes, terrorist activities, riots, insurgencies, wars, governmental actions, epidemics, natural disasters, or faults attributable to a third-party telecommunications provider. 

Should one of the parties be prevented from performing its obligations due to an event of force majeure, said party must notify the other by email. The obligations are suspended upon receipt of said letter and must be resumed within a reasonable time after said event of force majeure has ended.

The prevented party must nevertheless perform the obligations which are not affected by an event of force majeure and fulfill any payment obligation.

If this event of force majeure lasts for more than 30 business days, CONTEXTE may immediately terminate its contractual relationship with the Client by any written means.

20. Termination of Services

Notice to terminate the Subscription must be given no later than 30 days before the end of the current Period, by:

• the Professional, by sending CONTEXTE a request using the contact information provided in Section 1 (“CONTEXTE’s information”) hereof or by email to their account manager whose contact details are provided by CONTEXTE.
  
• CONTEXTE, by sending an email to the Professional. 

Once the Services have been terminated, the Client no longer has access to their Account.

Any started Period is due in full.

21. Remedies for breach  

The following are fundamental obligations of the Client (the “Fundamental Obligations”):

• payment of the price, where applicable,
• not to provide erroneous and/or incomplete information to CONTEXTE,
• respect the usual rules of politeness and courtesy in interactions with CONTEXTE,
• not to use the Services on behalf of a third party,
• not to engage in illegal activities, fraudulent activities, or activities that infringe on third-party rights or safety, and not to violate public order or applicable laws and regulations,
• not to violate the rules set forth in Section 11 (“Intellectual property rights”) hereof.

In the event of a breach of any of these Fundamental Obligations, CONTEXTE may:

• suspend or remove access to the Clients’ Services,
• publish on the Website any informational message that CONTEXTE deems useful,
• notify any competent authority, cooperate with it, and provide it with any information relevant to the investigation and prosecution of illegal or unlawful activities,
• take any legal action.

These remedies are without prejudice to any damages that CONTEXTE may seek from the Client.

In the event of a breach of any obligation other than a Fundamental Obligation, CONTEXTE will, by any written means, request the Client to remedy the breach within a maximum period of 15 calendar days.

CONTEXTE reserves the right to terminate the Services 15 days after the Client’s receipt of a formal written notice which has remained unheeded, stating CONTEXTE’s intention to enforce this clause, without prejudice to any damages.

The termination of the Services results in the deletion of the Client’s Account.

22. Modification of the General Terms and Conditions

CONTEXTE may modify its General Terms and Conditions at any time and will inform the Client of such modifications by any written means (and in particular by email) at least 45 calendar days before they become effective.

The modified General Terms and Conditions apply upon renewal of the Client’s Subscription. 

The Client who does not accept such modifications must unsubscribe in accordance with the terms set forth in Section 20 (“Termination of Services”).

If the Client uses the Services after the modified General Terms and Conditions became effective, CONTEXTE will consider them as accepted by the Client.

23. Language

The French language prevails in case of contradiction or dispute over the meaning of a term or provision.

24. Mediation

This Section’s provisions only apply to Individuals.

In the event of a dispute between the Individual and CONTEXTE, the Individual may have recourse to the following consumer ombudsman, free of charge, for an amicable resolution:

Centre de médiation de la consommation de conciliateurs de justice (CM2C) 
Mailing address: 14 rue Saint Jean 75017 Paris - France
Phone number: +33 1 89 47 00 14
‍https://www.cm2c.net

If the Individual is a foreign consumer but located in the European Union, they may also use the European Online Dispute Resolution (ODR) Platform for consumer matters, accessible here.

25. Applicable law and jurisdiction

The General Terms and Conditions are governed by French law.

For Professionals: should any dispute arise between the Client and CONTEXTE and should no settlement agreement be reached within 2 months following the first notice, said dispute will fall under the exclusive jurisdiction of the Paris courts (France), except where otherwise provided by law.