GENERAL TERMS AND CONDITIONS OF SERVICE - SITEW

GENERAL TERMS AND CONDITIONS OF SERVICE - SITEW

PROFESSIONAL CLIENTS

1. Purpose

SITEW offers a website design, creation and hosting service by providing the User with an intuitive creation tool in order to promote the Client’s digital communication.

SITEW also offers different optional services such as the registration and management of personalised domain names, a website referencing tool, an electronic messaging service and a marketing email tool, all aimed at optimising the website use and performance.

The purpose of these General Terms and Conditions of Service is to define the conditions under which SITEW provides the Client with a dedicated website design and creation application service, as well as the website hosting and maintenance and all optional services to which the Client may subscribe.

They are aimed at professional Clients using the Service exclusively for professional purposes, to the exception of any personal use.

2. Definitions

In these General Terms and Conditions, each term mentioned below has the following meaning:

- Subscription: a contractual commitment consisting of the Client subscribing to the Service for a duration and a functional scope stated when placing the Order; this is in exchange for a financial contribution for SITEW.

- Anomaly: an anomaly which, as a unit or combined, makes the normal use of all or part of the Website’s functionalities impossible.

- Client: a natural or legal person, governed by private or public law and that has taken out a Subscription to the Service in order to use it exclusively for professional purposes.

− CMS (“Content Management Software”): a standard website content management platform to which the Client has access, allowing the Website’s content to be managed, and, within certain limits, the structure and graphics of the Website.

- Order: the Client’s Subscription to the Service, by choosing from a subscription package proposed on the SITEW website.

- Data: content and data of any kind whatsoever (texts, images, visuals, videos, etc.) published by the Client on the Website and hosted by SITEW under this Contract, including Users’ personal data.

- Template: a model intended to be completed by the Client and containing basic architecture and graphical framework elements.

- Corrective Maintenance: the correction of Website Anomalies.

- Tool: the software tool provided to the Client under the Contract and used to quickly create a website without any particular training, within the limits of the technical characteristics stated when placing the Order.

- Page: the internal Website pages created by SITEW or the Client and edited under its responsibility.

- Server: a distant web server, hosted by SITEW or its subcontractor, and on which the Website is hosted.

- Service: the application service consisting of the provision of the Tool, hosting of the Client’s Website, and Support as well as all Optional Services.

- Optional Services: additional services to which the Client may subscribe when placing the Order, such as, but not limited to: the registration and management of personalised domain names, provision of a Website referencing tool, an email service, or an email tool.

- Website(s): The Website designed, made and developed with the help of the Tool provided by SITEW under this Contract and intended for the Client’s digital communication.

- SiteW.com: SITEW’s website on which the different Service Subscription packages are presented.

- Support: the services that help with the Website creation or use, provided by SITEW to the Client, under conditions set out in these General Terms and Conditions and when placing the Order.

- Users: natural persons placed under the Client’s authority and who are likely to use the Site.

PART I. GENERAL PROVISIONS

These provisions apply to any Service subscription, regardless of the Subscription package chosen by the Client.

The provisions specific to the Optional Services are dealt with in Part II.

By creating a User Account, the User validates these General Terms and Conditions of Use (“GTCU”). The Client must validate any amendments to the GTCUs before making any new connection to its User Account. SITEW will inform the User by email of any changes made at least 30 days before they take effect so that the Client can take note of them, and if it wishes, cancel its Subscription.

3. Service Subscription – Subscription

In order to subscribe to the Service, the Client must:

● Create its Client Account;

● Place the Service Order by choosing one of the pricing subscription packages presented on SiteW.com;

● Validate these General Terms and Conditions of Service, and the Privacy Policy;

● Pay the amount due for the first period for the Subscription chosen.

The Client’s subscription is definitive only after all the above conditions have been fulfilled.

SITEW reserves the right to refuse the Subscription for any legitimate reason, and in particular in case of an ongoing or past dispute with the Client, or if it suspects the Service is being used fraudulently.

Once the Subscription has been taken out, it cannot be cancelled by the Client. However, if the Client unilaterally cancels the Contract for any reason whatsoever, the sums due under the Contract become payable immediately and must be paid by the Client within a maximum of 30 days on presentation of the invoice.

4. Subscription Term/Renewal

4.1. Common provisions

The Service Subscription is concluded for a duration chosen by the Client at the time of the Order (that is, on the day of this Contract: one (1) month, one (1) year or two (2) years). The Subscription is renewed tacitly upon its expiry, for an identical period (unless the Client chooses otherwise), unless one of the Parties gives notice of termination sent via the User account or by email at the latest five (5) days before the initial expiry or renewal, or of early termination under conditions set out in this Contract. The termination becomes effective on the expiry of the current contractual period.

If the Client gives notice to terminate the Contract, according to the conditions in this clause, if the Service fee corresponding to the renewal has already been paid, the Client will be reimbursed within a maximum of 30 days.

4.2. Specific provisions regarding annual or bi-monthly Subscriptions

In case of tacit renewal, the Service fee corresponding to the Contract renewal will be debited between the 45th and 15th day preceding the expiry of the Contract, according to the Client’s choice. This avoids any service interruption, especially if the direct debit or payment method chosen by the Client fails. If the first payment fails, SITEW may make new attempts, up to the Contract expiry date, if necessary. SITEW will inform the Client by email if the fee payment is repeatedly unsuccessful or if payment is obviously impossible.

5. Modifying the Subscription

The Client may change the Subscription at any time and choose a package offering different functionalities, or a longer term in order to benefit from better pricing conditions. Where applicable, the Client must place a new Order on SiteW.com. The initial Subscription will then be cancelled and the new Subscription will take effect on the day of the new Order and for a duration specific to that Order. Any sums paid in advance by the Client for the initial Subscription will be reimbursed on a pro rata basis.

6. Contractual Documents

Subscription to the Service, as a reciprocal contractual commitment, consists of the following documents in descending order of legal priority:

- The Order;

- These General Terms and Conditions.

If there is any contradiction between one of the provisions of these documents, the document of higher priority will take precedence.

7. Acceptance of and Amendments to the General Terms and Conditions

Any Order to subscribe to the Service implies the Client's full acceptance of these General Terms and Conditions.

SITEW reserves the right to amend these General Terms and Conditions at any time. The amendments made will apply to current Subscriptions 30 days after these amendments are sent to the Client by email. If the Client refuses these amendments, it may cancel its Subscription by notifying SITEW thereof by registered mail with recorded delivery during the notice period. In this case, the provisions of the “Consequences of the End of the Subscription” clause will apply.

8. Client Information - Trial Period

The Client declares it has had the opportunity to visit websites built using the Tool provided by SITEW, as referenced on SiteW.com, and that it is aware of the potential, limits and functionalities of the Service, including the functionalities of the CMS used as the basis of SITEW’s Tool, and the scope of the administration rights granted to it.

The Client also declares it has benefited from the Service as part of a trial period set out below, and as such, it is aware of all the functionalities proposed under the Subscription taken out. Consequently, the Client declares it is perfectly informed of the nature and characteristics of the Service and has been able to verify if the Service meets its needs.

The Client acknowledges that the Service is different from a personalised website development service and that some of the functionalities of the Service may be insufficient regarding what it would like to develop. The Client is informed, in particular, that it will not necessarily benefit from a personalised follow-up by a specific member of the SITEW Support team since this has been pooled for all Clients of the Service.

The Client must have access to a telecommunications network in order to use and manage the Website. This service is not included in the Contract and must be provided by a telecommunications operator of the Client’s choice and under its responsibility. The Client is responsible for and must bear the cost of the implementation, maintenance and connection of the different configuration elements and means of telecommunication necessary to access the Websites.

9. Trial period

The Client may subscribe to the Service as part of an initial trial period of fifteen (15) calendar days starting from the date on which the Client Account is opened. The purpose of the free trial period is to allow the Client to test the functionalities of the Service. The Service will be deactivated at the end of this trial period, unless the Client takes out a monthly or annual Subscription.

During the trial period, SITEW accepts no responsibility regarding Support, Service availability and the guarantees pertaining to the Service, both in terms of functionalities and intellectual property, except for guarantees pertaining to the protection of personal data.

The Client acknowledges that, considering the free nature of the Service, it is provided as is, without any commitment by SITEW regarding the quality or availability of the Service. Furthermore, the Client may not benefit from domain name reservation services, since the site is hosted under a sub-domain belonging to SITEW.

Except for firm Orders by the Client for a Service Subscription, all Data provided by the Client during the trial period will be deleted within 30 days from the end of the trial period, unless SITEW is requested before to delete the Data. The Client will be invoiced for any fees relating to the recovery of this data.

The trial period set out in this clause does not exclude the right of withdrawal set out in the “Withdrawal” clause.

10. Technical Characteristics of the Site

By default, and unless indicated otherwise when placing the Order, the Website will have the following ‘basic’ characteristics:

● Administrator access for the Client to the CMS platform, allowing the Client to modify the contents of the Website (text and graphics) and to add pages or any other content via modules from the Website;

● Design in ‘responsive’ mode: the Website is accessible and readable so it can be read on a tablet or smartphone;

● Installation of an SSL certificate;

● Unlimited number of pages;

● The Website can be read by the latest version of most web browsers (Chrome, Edge, Firefox, Safari).

The Client may change these characteristics or add functionalities at the time of the Order or when placing a subsequent Order.

11. Creation of the Client Account

As part of the subscription to the Service, the Client is invited to create a Client Account to which all transactions on the Website will be associated.

To create this account, the Client must provide SITEW with the following information:

- For Clients who are natural persons: full name, telephone number and email address;

- For Clients that are legal entities: company name, registered office, SIRET and/or RCS number, contact email address, the full name and telephone number of the Client’s contact.

Payment information (bank details, bank card number) will be collected and processed by our payments service providers; SITEW has no access to this data.

SITEW reserves the right to verify the information transmitted and to suspend the creation of the Account until all the necessary data has been validated.

The Client Account will be accessible using the email address and password chosen by the Client during its registration.

This personal identification information (username and password) may be modified online in the account, which the Client is invited to do regularly, for security reasons. This information is confidential and inaccessible. Under these conditions, the Client undertakes to not communicate it to unauthorised third parties. SITEW may not be held liable for any direct or indirect damage suffered by the Client or by third parties resulting from fraudulent access to its account following any disclosure of its identification information.

12. Website Creation and Publication

12.1. Website creation

With the help of the Tool, and after connecting to its Account, the Client may create its Website directly online.

With the Tool, it is possible to:

● Create the Website’s general architecture, based on a Template chosen by the Client from among the Templates proposed on SiteW.com, bearing in mind that the number of Templates varies according to the Subscription package chosen by the Client.

● Integrate the data communicated by the Client within the said architecture.

● Create the homepage and all the Websites Pages, within the limit of the number of Pages indicated when placing the Order.

● Technically configure the architecture, data and the above-mentioned graphical elements within the appropriate language (‘automatic coding’) for the use, evolution and maintenance of the Website.

● Integrate modules where necessary, depending on the Subscription chosen.

12.2. Website publication

The Client may publish the Website at any time on a SITEW sub-domain or on a domain name chosen by the Client.

13. Website Management

The Client may fully manage the Website: by connecting to its Client Account, the Client may publish any content it chooses and add Pages (within the limits set out when placing the Order) in order to better personalise the Website and update it easily.

The Client is solely responsible for the Data published on the Website and guarantees SITEW against any illegal data, under conditions set out in the “Hosting” clause.

SITEW retains ‘primary administrator’ rights: it will have sole authorisation and the possibility of updating the CMS. Likewise, as part of these primary administrator rights, SITEW may delete illegal Data, under conditions set out in the “Hosting” clause.

14. Email

14.1. Description of the service

SITEW offers an email service linked to the database of subscribers to the Website’s newsletter and members.

14.2. Client’s responsibilities

The Client is reminded that any use of personal data for commercial marketing is on the condition that it receives the express written and specific consent of the person concerned (opt in), barring exceptions provided for by Article L.34-5 of the French Postal and Telecommunications Code.

Consequently, if the Client carries out email services using the email tool, it guarantees SITEW that the Personal Data to be processed has been collected in compliance with the legal and regulatory provisions applicable to direct marketing by email, in particular with the provisions of the French Postal and Electronic Communications Code (opt-in files) as well as the Personal Data Regulation, and does not under any circumstances, concern recipients registered on the opposition lists. In this respect, the Client is informed that SITEW reserves the right to suspend the Email service, should it find that such service is being used illegally or be notified thereof by a third party.

15. Corrective Maintenance

15.1. Maintenance scope

The Service includes the corrective maintenance of the technical tools used as the basis of the Service, namely: the Website creation and management Tool, as well as the CMS, which is the Website’s general framework.

This maintenance is done by automatically deploying corrective updates, without any action on the Client’s part.

SITEW will inform the Client of any corrective maintenance to the Tool, the CMS or any other element of the Service within 48 business hours in advance, indicating to the Client the nature and duration of the operation and whether it could cause Service interruption of over 30 minutes. If they are likely to impact the Service availability and the Client’s Website, these operations will take place either at the weekend, or on weekdays between 9 p.m. and 6 a.m., Paris time.

SITEW will endeavour to resolve any Anomaly affecting these elements as soon as possible and as part of a best efforts obligation, without being held to any resolution time frame.

15.2. Exclusions

The exclusions set out in the “Support” clause apply to Corrective Maintenance. It is further stated that SITEW may not be held liable under any circumstances in case of Anomalies linked to Data, Content or any other third-party element uploaded by the Client and could impact the proper functioning of the Website.

16. Support

All Clients have a Support service, the conditions of which may vary according to the Subscription package chosen.

16.1. Scope

As part of the Support, SITEW receives all requests pertaining to:

- Help using the Tool;

- The Website settings and management;

- Data configuration on the Website;

- The correction of Anomalies reported on the Website;

- And generally, any request pertaining to the use of the Service or any malfunction that could affect it.

All other requests pertaining to the Subscription or the functional changes in the Service fall within the remit of the commercial team.

16.2. Support procedure

SITEW must be notified of all Support requests:

− Either through the form at: https://www.sitew.com/Contact-du-support;

− By email to the following address: support-technique@sitew.com;

− Or by telephone, exclusively by email appointment and if the Client is unable to respond easily by email.

The user may also consult the FAQ section or the blog for help at any time, available on SiteW.com.

Opening hours: SITEW guarantees that all Support requests will be handled within its company’s opening hours, from Monday to Friday, between 9 a.m. and 5 p.m. (French time).

The Client undertakes to appoint a technical point of contact from among its staff, whose role will be to ensure follow-up with SITEW for assistance requests made by Users and to facilitate their processing. The point of contact will be SITEW’s key contact for any technical assistance request pertaining to the Website.

16.3. Resolution time

All Support requests will be dealt with within 24 business hours of receiving written notification thereof from the Client, under conditions set out in this clause.

The Client is informed that, considering the volume and different Support requests, SITEW can only commit to the Support response times and not to the time for resolving the Anomalies reported by the Client.

SITEW will endeavour to handle the Client’s requests and in particular, to solve the reported Anomalies as soon as possible and as a best efforts obligation.

Clients that have taken out paid Subscriptions may benefit from priority handling of their Support requests, according to the information indicated when placing the Order.

Any Anomaly resulting from the Tool or the CMS provided by SITEW will be handled as correction updates applied to all Clients and Users of the Service.

16.4. Support exclusions

SITEW may not be held liable in terms of the response times regarding its Support obligation for Anomalies resulting from:

− The environment, settings and software, notably third-party software installed on the Clients’ User stations;

− Incompatibility, in particular, in terms of internet speed and bandwidth or the Client’s internet connection;

− The Client’s unintentional improper handling in the CMS or improper use of the CMS;

− The Client’s non-renewal of the Website domain name.

Furthermore, the Support Services may not involve maintenance or assistance operations for the use of third-party software not provided by SITEW.

In general, an additional estimate must be made for any work carried out by SITEW requiring a service that is not part of the contract. This includes in particular:

− The personal training of Users;

− The creation of a personalised Website;

− Redoing the graphics of an existing Website;

− Making specific or complementary developments;

− Optimising the Website contents for its referencing;

− The purchase of advertising space on the internet to promote the Website;

− Assistance with online presence: directories, marketplaces, consumer review websites;

− Social media management;

− Importing and exporting data on the Website;

− Connecting the Website to third-party systems (API).

All these services may be provided as a specific project, based on an estimate validated beforehand by the Client.

SITEW reserves the right to invoice the time spent on any malfunction due to incidents not covered by the contract. This will be on the basis of the current hourly rate on the date the work is carried out.

The assistance set out in this clause is not a substitute for the training that SITEW may offer as a paid service regarding the use of the Website.

17. Hosting

17.1. Service level

Under the Contract, and subject to the Client’s payment of the Service Fee, SITEW will personally host the Client’s Website, or host it through a subcontractor of its choice.

Consequently, SITEW will do everything necessary to ensure the Website is available 99.9% of the time. This availability is measured over one year, exclusively taking into account the business hours indicated in the “Support” clause. This corresponds to a maximum down time of 8 hours and 45 minutes over one year.

SITEW may not be held liable for any breach of its availability obligations as set out in this clause, in the event of:

− preventive maintenance operations on the server infrastructure;

− corrective maintenance operations justified by an imminent danger regarding the security of the Website or Client's Data;

− service interruption ordered by an administrative or jurisdictional authority;

− the Client’s failure to collaborate in analysing and detecting Anomalies linked to the Website.

The Client is informed of technical uncertainties that may affect the internet network and cause slowdowns or down time, making connection impossible. SITEW may not be held liable for difficulties in accessing the Website due to disruptions to the internet network.

The Client is reminded that SITEW reserves the possibility of suspending accessibility to the Website for any maintenance or improvement operations in order to guarantee the proper functioning of the Website.

SITEW will inform the Client within 48 business hours in advance, indicating to it the nature and duration of the operation. These operations will take place either at the weekend, or on weekdays between 9 p.m. and 6 a.m., Paris time.

Furthermore, if SITEW detects a security breach of the kind to seriously compromise the Website security and Client Data, SITEW may momentarily interrupt the Website, without notice, in order to remedy the security breach as soon as possible. In such event, the Client may not claim any compensation or bring SITEW’s liability into play for any reason whatsoever.

17.2. Penalties

If the maximum duration of the downtime indicated in the paragraph above has been exceeded, SITEW will be liable to Client for a penalty calculated based on the annual fee, proportional to the excess time, calculated as follows: P = N x R / (365 x 24), where:

− P= penalty

− N= number of hours of downtime (any duration lower than 60 minutes is considered one hour)

− R= amount of the annual hosting Service fee. This penalty will be credited to the Client’s account in the form of a credit note.

17.3. Client’s responsibility

The Client guarantees that the Data it publishes on the Website is royalty free and does not undermine the rights of third parties, including intellectual property or rights to image and other personality rights.

In particular, the User undertakes to:

✔ Not collect or publish online Data that is contrary to laws and regulations, in general, to public order and morality, and notably messages contrary to the protection of minors;

✔ Not publish or provide any content of a political, racist, xenophobic, discriminatory, malicious, coarse, insulting, defamatory, hateful, obscene, pornographic or violent nature that could harm people, infringe on their privacy, on confidentiality, harm institutions, or undermine the current laws and regulations;

✔Not publish on its Website, Contents (photos, videos, sound recordings) containing elements protected by copyright or any other intellectual property right, unless authorised by the beneficiaries;

✔ Activate the age verification pop-up for visitors if the content is reserved for adults;

✔ In general, refrain from uploading, diffusing or providing any illegal content on the Website. The following is a non-exhaustive list of what is considered illegal: any Content that constitutes an infringement of intellectual property rights, falls under public endorsement of crimes against humanity, provocation to commit acts of terrorism and public endorsement of such acts, incitement to racial hatred, hatred towards persons because of their sex, sexual orientation or identity or their disability, as well as child pornography, incitement to violence including violence against women, and undermining human dignity.

SITEW may not be held liable under any circumstances following any action or recourse by third parties due to information, images, sounds, texts, videos and more generally, any Data hosted on the Website and which could be contrary to the current laws and regulations including with respect to copyright, trademarks, trade names, personality rights of property and individuals. The Client shall guarantee SITEW, at the first request, against any harm that could result from its accusation of this fact by a third party.

In its capacity as web host, SITEW reserves the right to delete any illegal content for which a request for such deletion has been made under Article 6.1V of the French Law of 21 June 2004 on confidence in the digital economy. SITEW may also delete or modify any content that is manifestly illegal or likely to give rise to civil or penal liability and/or undermine the rights of third parties. SITEW will inform the Client thereof, if applicable.

Furthermore, if the published content is illegal or violates the current legal provisions and is likely to give rise to civil or penal liability and/or likely to undermine the rights of third parties, SITEW reserves the right to interrupt the hosting of the Website immediately without formal notice and to terminate the Contract forthwith, as of right, without prejudice to damages which SITEW may claim.

The Client undertakes that its Website management and Data publication will not affect or compromise the stability, security and quality of the networks, bandwidth or other infrastructure of SITEW, of other SITEW Clients or third parties. If SITEW notices that the Client’s Website administration jeopardises or alters the stability, security and quality of the networks, bandwidth or infrastructure of SITEW, of other SITEW Clients or third parties, SITEW reserves the right to suspend or interrupt the hosting of the Website, including without prior notice.

18. Financial Conditions

18.1. Service Fee

In return for access to the Service, Website hosting, Support and Optional Services, the Client undertakes to pay SITEW a flat-rate fee (“Service Fee”), whose amount is indicated when placing the Order.
This amount is valid for the number of Pages, functionalities and storage space indicated when placing the Order.
A separate Order will be required for any additional Pages, increase in storage, integration of other functionalities or, in general, any modification to the functional scope of the Service, and the Service Fee will be adjusted accordingly.
Furthermore, SITEW reserves the right to revise the Service Fee at the end of the Subscription, and this within the limit of a 10% increase; and to pay the renewal fee, under conditions set out in Clause 4, based on the new rate. If the Client fails to terminate the Subscription under conditions set out in Clause 4, it will be considered that it has accepted this new tariff, which will be applicable for the renewal period.

18.2. Payment terms

The Service Fee is payable in advance, monthly, annually or bi-annually.

The Client may make payment by one of the following methods (subject to their availability, which varies according to geographical location):

− by direct debit;

− by bank card;

− by Paypal;

− by bank transfer;

− by bank cheque.

The Client will be responsible for any fees linked to the rejection of the payment method chosen, in addition to a €10 flat-rate compensation per payment incident in the form of administrative fees.

SITEW reserves the right to suspend the Client’s access to the Service and to the Client’s Website if it fails to pay any sums due. This suspension may not be considered as a termination of the contract by SITEW, neither can it deny SITEW the right to terminate the Contract in advance. Furthermore, it will not entitle the Client to any compensation.

19. Data

19.1. Ownership of Data

The Client remains the exclusive owner of any Data it publishes online. Whenever necessary, the Client shall grant SITEW and its subcontractors a free and transferable non-exclusive worldwide license allowing it to host, cache data, copy and display the said Data for the sole purpose of performing the Services and exclusively in association with or at the time of these actions.
This license will end automatically at the end of this Contract, unless it is necessary to continue hosting and processing the Data as part of implementing reversibility operations.
The Client declares and undertakes that it has all the necessary authorisations to exploit the Data and that it can freely grant license thereof to SITEW and its subcontractors under the terms stated above.

19.2. Access to Data

In order to honour its obligations under the terms of the Contract, notably for Support or specific development purposes, SITEW may be required to access the Data and to extract and/or reproduce it in an IT environment external to the Client. The Client acknowledges that access to the Data is inherent in SITEW’s performance of its contractual obligations.
SITEW shall inform the Client only during the extraction and/or reproduction of the Data on an external environment or support, by indicating to the Client the reasons for this extraction or reproduction as well as the expected duration of the Data use and its location. SITEW acknowledges the sensitive and highly confidential nature of the Data. Consequently, it shall refrain from communicating its contents to third parties except on the order of a court or an  administrative authority. SITEW undertakes to grant Data access only to persons duly authorised to perform the Services and who have been subject to a strict contractual obligation of confidentiality.

19.3. Duration of Data retention

Subject to the provisions applicable to personal data as indicated below, the Data will be kept throughout the duration of the Subscription. Upon the termination of the Contract, the provisions of the “Consequences of the termination of the Contract” clause will apply.

19.4. Personal Data

The Client acknowledges it is aware of, and fully and unreservedly accepts the terms of the Protection of Personal Data Policy, which apply to the processing by SITEW as part of the Service, regarding Data hosted by the Website and likely to be considered as personal data within the meaning of Regulation (EU) of the European Parliament and the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDRP”).

20. Intellectual Property

20.1. Intellectual Property on the Website

Unless stated otherwise in the Order, SITEW remains the full owner of the intellectual property rights on all copyrightable elements of the Website.
This includes notably: the source code, graphic and visual elements created in the Templates, the Website architecture, and the CMS (hereafter “the Elements”).
SITEW grants the Client a personal, non-exclusive and non-transferable right to use and commercially exploit all the Elements, worldwide, for the duration of the Subscription, subject to the payment of the Service Fee.
The Client undertakes to not delete, modify, or to allow third parties to delete or modify the note in the legal notices or at the bottom of the Website’s homepage stating “Website made with the SiteW.com creation tool.”   

20.2. Intellectual Property regarding the Contents

The Client remains the sole owner of the data, contents and files of any kind (audio, textual, audiovisual, image, multimedia, etc.) that it uploads and publishes on the Website (hereafter “the Contents”) and any intellectual property rights attached to them.

At the end of the Subscription, the Client may recuperate these Contents under conditions set out in the “End of Subscription” clause.

The Client guarantees that it has all rights, including intellectual property rights and the necessary authorisations regarding the Contents published on the Site. Consequently, it guarantees SITEW against any action, complaint, claim or opposition on the part of any person claiming a right, including intellectual property or an act of unfair and/or parasitic 

competition and/or an invasion of privacy or the protection of personal data that would be directly or indirectly attached to the Client’s files, data, database, messages or other Contents provided by the Client and published on its Website.

21. Termination of the Subscription

Either Party may terminate the Subscription upon its expiry, as indicated in the “Term” clause.

Furthermore, either Party may terminate the Subscription early, if the other Party breaches one of the following obligations:

− Payment of Service Fees;

− Serious and repeated failure by SITEW to perform its Service, Support, or hosting obligations;

− Serious and repeated failure by SITEW to fulfil its commitments regarding the Service availability;

− A Party’s breach of its obligations regarding the protection and processing of Personal Data, resulting in a significant financial or commercial impact for the other Party;

− The Client’s responsibility regarding the hosted Data.

This termination may be decided only if the defaulting Party fails to remedy the breach within one (1) month following a formal notice by email or registered mail with recorded delivery notifying the existence of the said breach sent by the Party that is the victim of the breach.

22. Consequences of the End of the Subscription

From the termination of the Subscription, for any reason whatsoever, the Client must, within 30 days, pay all outstanding sums owed to SITEW for the current Subscription, and until its initial term.

The fees paid for the current contractual period will be retained by SITEW, without any possible reimbursement.

If contractual relations end, for any reason whatsoever, the Client may, on written request, recuperate all the Data hosted on the Website, including the Contents, and this within a maximum of 30 days from the termination of the Contract. This Data will be transferred in the format stored on SITEW, for data in the form of documents or files (e.g. image files, pdf, music or Word) or in YML format (or any other open format) for other forms of Data.

If the Client fails to request the restitution of the Data within the above-mentioned period, and after a reminder that is unheeded for an additional 60 days, SITEW may destroy all the Data hosted on the Website, which the Client acknowledges.

23. Liability

23.1. Scope of liability

Considering the high level of technology implemented, the Parties expressly agree that SITEW is bound only to a best efforts obligation. Consequently, it may only be held liable for a fault on its part proven by the Client.
Any failure to fulfil the Website availability obligations will be remedied exclusively according to the rules set out in the “Hosting” clauses.
The Client undertakes to take all the necessary measures to ensure it suffers no damage resulting from an undermining of the Data published on the Website, and to conduct all the necessary backup of this Data.
For its part, SITEW undertakes to take all reasonable security measures in order to protect its servers from any contamination from the Client’s data and malicious intrusion from third parties.

23.2. Limitation of liability

SITEW shall expressly not be held liable for any indirect damage that the Client may suffer, such as commercial damage, loss of orders, any commercial problems, loss of profit, any harm to the brand’s image that could result from using the Website or the inability to use it. Any action directed against the Client by a third party constitutes an indirect damage.

Furthermore, SITEW may not be held at all liable in the event of:

− modification to all or part of the Website source code or any maintenance service to the Website performed by a third-party service provider;

− failure to comply with SITEW’s technical requirements or if the Website is used in relation to third-party programmes or data that have not been approved beforehand by SITEW and which are likely to affect Client Data or the functioning of the Website.

If an order has been pronounced against SITEW, or if transaction arrangements have been approved by SITEW, any damages to which it is liable will expressly be limited to the amount effectively paid by the Client to SITEW for the annual contractual period during which the Client’s claim was made.

24. Commercial References

By accepting these General Terms and Conditions, the Client expressly authorises SITEW to name it in a reference as a client and to reproduce its logo or brand on its website and commercial documents.

25. Force majeure

25.1.

No Party may be held liable towards the other for any breach of its contractual obligations if this breach is caused exclusively by an event of force majeure, including but not limited to: terrorism, fire, explosion, epidemic or pandemic recognised by the WHO or government authorities, destruction of computer equipment and notably the premises housing the Server, laws or decrees incompatible with the performance of the Contract, disruption to electricity, internet or telecommunications networks, the death of a key SITEW person such as its manager by law or fact, or its technical director and which cannot be replaced immediately.

25.2.

If one of the Parties were to be impeded from performing its obligations for more than three (3) months due to an event of force majeure, either Party will be entitled to terminate this Contract as of right, without any damages of any kind.

26. Subcontracting

SITEW is entitled to subcontract all or part of the Contract to any third party of its choosing. However, it remains solely responsible to the Client for all its obligations arising from the Contract.

27. Contract Assignment

No Party may fully or partially assign this Contract, whether or not in return for payment, without the prior written agreement of the other Party, except if SITEW’s business is being transferred to a third party in any form whatsoever (transfer of the business, merger, acquisition), subject to the Transferee taking over the contractual commitments, and after the Client has informed SITEW thereof beforehand. The change of control by a Party shall not be considered as a transfer contract within the meaning of this clause.
In the event of transfer by SITEW, and by way of express derogation from Article 1216-1 of the French Civil Code, SITEW shall not be held liable for any obligation towards the Client regarding any past or future performance of the assigned contract.

28. Divisibility of Contractual Provisions

Any event affecting the existence of a clause, for any reason whatsoever, including the removal, impossibility of performance or invalidation by court ruling, and that is severable from the other provisions of this Contract, will not affect the compulsory nature of the Parties’ performance of these General Terms and Conditions.

29. Non-waiver

If one of the Parties fails to apply or does not demand that the other Party apply any of these provisions, this may not be interpreted as a waiving of this application, and will not undermine the Parties’ respective rights.

30. Governing Law - Disputes

30.1.

This contract is governed by French Law.

30.2.

The Parties agree to endeavour to settle any dispute arising from the conclusion, interpretation, performance or termination of this Contract in an amicable manner. As soon as a conflict arises, the Parties must meet within one month from the notification of the said conflict by one Party to the other sent by registered mail with recorded delivery. At least one representative of each Party must be present at the conciliation meeting. It may be held remotely by any appropriate means of telecommunication. If the Parties fail to reach an amicable agreement within one month from the conciliation meeting, each Party shall be free to take legal action.

30.3.

If the Parties fail to reach an amicable agreement under conditions set out in the previous paragraph, any dispute between the Parties pertaining to the conclusion, interpretation, performance or termination of the Contract for any reason whatsoever, as well as all related matters that could arise, shall be subject to the exclusive jurisdiction of the Aurillac Commercial Court, notwithstanding the introduction of third parties or if there are multiple defendants, including if there are any emergency or provisional procedures in application or ruling in summary proceedings.

PART II. SPECIFIC PROVISIONS PERTAINING TO OPTIONAL SERVICES

The provisions of this Part II apply to the Optional Services to which the Client may subscribe during its Subscription, and within the limits (particularly functional) set out at the time of the Order.

1. Reservation and Management of Domain Names

As part of the Website hosting, or prior to and/or separate from this hosting, SITEW may also reserve and/or manage website domain names on behalf of the Client.

These provisions apply to all Domain Names, excluding those belonging to SITEW (such as: ‘.sitew.com’; ‘.sitew.fr’, etc.).

1.1.: Definitions

For the purposes herein, the following terms are defined as follows:

- “Extension”: the end part of the Domain Name, for example, ‘.com’, ‘.net’, ‘.org’, that determines the competent Registry for registering this Domain Name.

- “Domain Name”: the succession of letters, numbers and/or signs chosen by the Client, and accompanied by an Extension, which the Client appoints SITEW to: (i) register with the competent Registry, in the Client’s name and on its behalf; (ii) renew or (iii) transfer.

- “Registry” means a legal entity, for a given category of domain names identified by an Extension, charged with keeping a single database of all the domain names with this Extension.

- “Registrar”: Intermediary organism that records the domain names registered with the various competent Registries according to the Extension chosen. The registry for the ‘.fr’ domain names is AFNIC.

1.2.: Availability

The Client declares it has been informed that the application to register the Domain Name does not in any case guarantee that this Domain Name is effectively available or that it can be registered and attributed to it. Only the effective registration of the domain name with the Registry or Registrar constitutes registration. SITEW may not be held liable for the inaccurate or poor quality of the Whois data or any other data bank, neither for its update. Consequently, SITEW may not be held liable if, for some unknown reason, the Domain Name has not been registered or if its registration has been delayed.

The availability of the Domain Name and its registration do not constitute a guarantee against any third-party claims regarding all or part of this name. The Client must verify that the Domain Name does not undermine the rights of third parties or violate any current legislations. The Client must immediately notify SITEW of any dispute regarding its Domain Name and any court decisions or amicable settlements that call into question its rights regarding the Domain Name.

1.3.: Registration

SITEW undertakes to do everything possible to register the Domain Name with the Registries or Registrars as requested by the Client. SITEW undertakes to do this with no obligation of result.

SITEW acts in the Client’s name and on its behalf only as a technical intermediary between the Client and the Registries or Registrars. The Domain Name will be reserved exclusively in the Client’s name, to the exception of any third parties or SITEW.

The Client is informed that SITEW’s service consists only in entering the Client’s chosen Domain Name into the database of the Registry concerned for a period of 12 months, renewable from the registration of the Domain Name and subject to the availability of the Domain Name and the Client’s strict compliance with all its obligations.

The Client undertakes to provide all the information necessary for the registration of the desired Domain Name including the correct and complete information concerning the holder of the Domain Name and the administrative, technical and invoicing contacts.

The Client guarantees it is authorised to communicate all the above-mentioned names and their contact details for the purpose of collecting information and publishing it on the internet.

SITEW may not be held liable for the procedure completion time due to inaccurate information or errors provided by the Client: name and authorisation of authorised persons, absence of request by secure and authenticated means, error in the Domain Name, inaccurate technical information provided in case of technical modification to the Domain Name.

The reservation of the Domain Name is only effective once the organisations concerned have updated the databases or once SITEW has sent confirmation to the Client by email.

Once the Domain Name is reserved, it is automatically configured to display the Website in secure mode (HTTPS).

1.4.: Renewal

The Domain Name is renewed annually by tacit renewal on the anniversary date (initial purchase date of the Domain Name). If the Client wishes to abandon the Domain Name (non-renewal), it must inform SITEW within an appropriate period of time and at the latest seven (7) days before the anniversary date.

1.5.: Transfer or Sale

At the Client’s request, SITEW undertakes to carry out the necessary due diligence with the Registry or Registrar in order to transfer or sell the Client’s Domain Name to a third party, under conditions set out below:

- The Client applies via Customer Support for the Domain Name to be transferred, at least 15 days before its expiry.

-The Client collaborates completely in order to verify there are no other obstacles regarding the Domain Name that could result in the Registry or Registrar refusing the transfer.

- The Client signs or validates all the documents required for the Domain Name transfer application to the registry or Registrar, and in some cases,

- The Client communicates to SITEW the code number (auth_info) required for the transfer application to the registry or Registrar.

- Payment of additional fees in the event of a change of ownership.

1.6.: Financial conditions

The price for this service is included in the Subscription taken out by the Client, if this specific service is included.

If the Domain Name (or the User’s Subscription) is not renewed in time, additional fees (including restoration) could be applied. Furthermore, the Domain Name could have again become accessible to the public in the meantime and may be unavailable for renewed registration.

1.7.: Liability

The Client may consult SITEW for advice regarding its choice of Domain Name. However, the Client is solely responsible for the choice of the Domain Name it has applied for and registered. It is therefore responsible for taking all the necessary precautions to ensure that the Domain Name does not constitute a violation of current legal and regulatory provisions and does not undermine the rights of third parties.
Likewise, regarding the scope of the Domain Name registration, the Client is responsible for taking all the necessary provisions to ensure an effective legal protection of the Domain Name, including, but not limited to, as regards national and/or international legislations on trade mark rights.
SITEW may not be held liable, for any reason whatsoever, whether in the event of amicable or contentious action to which the Client might be subject following the registration of one or more Domain Names.
SITEW may not be held liable, for any reason whatsoever, for the non-registration of the Domain Name following a technical problem with the registration system.
The Client undertakes to guarantee SITEW against any orders that may be pronounced against it due to the registration of one or more Domain Names.

2. Email

2.1. Scope of the Service

SITEW provides an electronic messaging (“Email”) Service to the Client by providing electronic mailboxes, the characteristics of which are mentioned in the Order (i.e. the number of email addresses and storage space). The Service includes a User Support, which is provided under conditions set out in the “Support” clause of Part I.

2.2. Client’s obligations

The Client is responsible for checking its emails regularly and more generally, using the Email service in accordance with the technical characteristics of this service. SITEW may not be held liable for the loss and/or alteration of data and/or blockage of mailboxes due to the Client’s breach of these obligations.
The Client will be granted email administrator access allowing it to open, close and manage email accounts for its Users. The Client shall assume sole responsibility for managing and safeguarding the User passwords. SITEW has no access to Users’ passwords, which are encrypted. However, if necessary, it can generate new passwords in the event of loss.
The Client is responsible for choosing strong passwords based on the recommendations of the CNIL and ANSSI to access its email accounts. If a security breach has been observed on the server hosting the Client’s email Service and this is linked to a password that is too weak, SITEW reserves the right to intervene without the Client’s prior agreement in order to secure access to the server and to preserve the integrity of the Service and the data hosted on this server. If this security breach has caused a loss, alteration, destruction or unauthorised disclosure of the data, the Client will be solely liable for the loss caused by these incidents, without any possible recourse against SITEW.

The Client undertakes to use the Email Service only for exchanging private correspondence and, consequently, to refrain from using the said Service to send unsolicited or unauthorised emails (spamming), hacking computer systems, transmitting illegal information and documents, and more generally, from committing illegal actions using the said service.

The Client must refrain from sending bulk emails, namely, sending the same message simultaneously to more than 10 unconnected persons. Sending the same message to fewer than 10 persons is tolerated.
It is also forbidden to use any software or application tool to send out such mailings via the Email Service.
For bulk emails, the Client is encouraged to use SITEW’s Email service, or specific email tools such as mailjet, mailchimp, sendinblue, etc.

Participating in spam activities, whether in direct or indirect relation to a Website hosted on the SITEW Servers will result, as a matter of right, in the termination of the Subscription without notice and the closure of all mailboxes used by the Client. Furthermore, SITEW reserves the right to deny spammers access to its services, that is, persons known on the internet network as usually conducting this type of operation.

2.3. SITEW’s liability

The Client is informed that the receipt and sending of emails is dependent on the networks of telecommunications operators. SITEW may not be held liable for any such network failures. SITEW is subject only to an obligation of means regarding the Email Service.

2.4. Financial conditions

The fee linked to the Email service is included in the Subscription taken out by the Client. The service is limited to the number of Users and/or addresses provided to the Client, as indicated when placing the Order. In order to add a User, the Client must take out a corresponding Subscription that allows it to meet its needs. If applicable, the provisions of the “Term - Renewal” clause will apply.

3. Email

3.1. Description of the service

The Client may interface its Email with any third-party commercial email tool in order to carry out digital marketing operations.
SITEW declines any responsibility regarding the proper functioning of third-party services. Furthermore, their maintenance must be carried out by the editor of the third-party service.

The Client may export its ‘contacts’ database containing all the email addresses recorded in its Email address book, bearing in mind that there is one address book per User address.
This export will be provided in a .csv format, which is compatible with most email tools.

3.2. Client’s responsibilities

The Client is reminded that any use of personal data for commercial marketing is on the condition that it receives the express written and specific consent of the person concerned (opt in), barring exceptions provided for by Article L.34-5 of the French Postal and Telecommunications Code.
Consequently, if the Client carries out email services using a tool interfaced with the Email, it guarantees SITEW that the Personal Data to be processed has been collected in compliance with the legal and regulatory provisions applicable to direct marketing by email, in particular with the provisions of the French Postal and Electronic Communications Code (opt-in files) as well as the Personal Data Regulation, and that it does not, under any circumstances, concern recipients registered on the opposition lists. In this respect, the Client is informed that SITEW reserves the right to suspend the Email service, should it notice such illegal use as part of the Email service or if it is notified thereof by a third party.

4. Referencing

4.1. Tools available to the Client

As part of the Service, and the Subscription taken out by the Client, SITEW provides the Client with different tools to optimise the referencing of its Website. Therefore, in order to enhance the Website’s search engine visibility, the Client may personalise the headings, meta descriptions, URLS and keywords for each page. It is also possible to personalise the headings and descriptions of product pages and blog articles. Furthermore, the Tool integrates several existing techniques to optimise the Website’s search engine ranking, without any action by the Client. These include, but are not limited to: robots.txt, meta tags, sitemap, 301 redirects, domain names, HTTPS and SSL, responsive sites and H1 and H2 tags.

These different tools help improve the Website’s source code to enhance its natural referencing.

The Client may also integrate other referencing tools into the Website or use paid referencing services such as Google Adwords or Facebook Ads in order to improve it.

The Client may view its Website statistics from its Client Account: number of visits, number of pages viewed, visitors’ geographical origin, research terms used, etc. The Client must configure the recording of its traffic in Google Analytics for it to function. More detailed statistics are available on the Google Analytics monitoring tool.

4.2. Client’s obligations

The Client is responsible for choosing the brands, expressions or keywords that it wishes to integrate into its pages for the purpose of its Website referencing, depending on whether the referencing is natural or paid.
The Client undertakes to choose or use only available brands, expressions or keywords unlikely to undermine the rights of third parties.

4.3. SITEW’s liability

The Client acknowledges that the ranking and audience of a website are due to several factors that are not only technical but also linked to the contents of the website, the target audience, the competitive context, and the communication channels used to make the website known, such as emails, press releases, billboards, links with other sites or internet portals, etc.

The tools available to the Client help to strengthen the presence of its Website on the internet. However, SITEW does not guarantee results in terms of the ranking of the Website on search engines considering there are factors beyond SITEW’s control such as the constantly changing search engine algorithms and their opacity, the rate of changes made to the dynamic website by the Client, any new optimisation actions eventually carried out on the Website by other service providers than SITEW, the number of competitors regarding keywords searched, etc.

Furthermore, SITEW may provide tailor-made advice to the Client aimed at optimising its referencing (such as the choice of keywords, developing content, choice of domain names, etc.). This is done on the basis of a preliminary estimate.

SITEW may not be held liable if the ranking targets desired by the Client are not achieved with the tools provided to it.

Furthermore, SITEW will bear no liability if there are sanctions (blacklisting, sandbox) that may be applied by search engines or if there are link schemes deindexed by search engines due to changes in the Client’s Website.