GENERAL CONDITIONS FOR ONLINE SALES
Database(s): Database belonging to KOMPASS or commercialised by the latter under licence, accessible on-line on a website belonging to KOMPASS such as the website www.kompass.com
Purchase Order(s): means the electronic message reiterating the purchased Services sent to the Client by KOMPASS at the email address given by the Client during the On-line Order process.
Client: Any business client having subscribed to one of the Services proposed by KOMPASS.
On-line Order(s): On-line subscription to the Services on a Website, as summarised in a Purchase Order sent on-line
Export Credits: Purchase units for the extraction of data from a Database.
KOMPASS File(s): Files belonging to or commercialised by KOMPASS made available to the Client and including information, in particular email and postal addresses, concerning companies intended for canvassing by the Client.
KOMPASS: KOMPASS INTERNATIONAL S.A., owner of the Database and related rights.
KOMPASS File Availability: All Services enabling the Client to access and/or consult and/or extract and/or use the KOMPASS File(s) (e.g., the "Easylist" service).
Service(s): All services offered by KOMPASS under different names and trademarks and connected to the Prospecting, KOMPASS File Availability, and/or Visibility services that may be obtained through an On-line Order.
Prospecting: All Services enabling the Client, for purposes of prospecting, to access, consult, export and/or extract data relating to companies contained in a KOMPASS Database in accordance with the modalities and within the limit of options subscribed for by the Client.
Website(s): KOMPASS Website(s) allowing on-line access to the database and services offered by KOMPASS.
Visibility: All advertising Services of any kind that may be provided to the Client by KOMPASS
These General Terms and Conditions for Online Sales (hereinafter "General Conditions") set out the general contractual rules and principles applicable to the relationship between the Client and KOMPASS (hereinafter the "Parties") in the context of the Services. These General Conditions are also binding on any intermediary acting on behalf of a Client.
They may be supplemented by the Special Conditions that more specifically govern certain Services, based on their particular nature, to which they may refer as applicable.
3. ON-LINE ORDER
Any Service subscribed to by the Client is indicated and itemised in a Purchase Order.
The General Conditions, Purchase Order and, where applicable, the Special Conditions form an indivisible whole.
The value of any other document emanating from KOMPASS (including in particular advertising brochures or leaflets) is only informative and indicative but not contractual.
In the event of incompatibility between the General Conditions and the Special Conditions, the latter conditions shall prevail.
The Client subscribes to the Service by means of the sale form shown on the Website. This process allows the Client to submit its order, confirm it after having taken cognisance of it, then to receive an email acknowledging receipt and containing the Purchase Order.
Any On-line Order requires the Client to indicate an email address for sending the Purchase Order and invoicing.
Any On-line Order also presupposes acceptance by the Client of these General Conditions and applicable Special Conditions, a copy of which will be send to the Client with the electronic mail containing the detailed Purchase Order.
The contractual information relating to the Services subscribed for are the subject of a confirmation in the Purchase Order sent by KOMPASS to the Client after payment of the On-line Order. Any order implies acceptance of the prices and descriptions of the Services itemised before the On-line Order. These descriptions of Services are confirmed on the Purchase Order submitted to the Client. These descriptions shall prevail in the event of dispute.
The Client undertakes on receipt to check the Purchase Order submitted on-line against the email acknowledging receipt of its order. The particulars of the Purchase Order are deemed in compliance with the order subscribed on-line. In the absence of immediate response by the Client in order to report a possible error on receipt (and in any event, before accessing the Services), this presumption shall be totally indisputable.
In the event of unavailability of a Service subscribed on-line, the Client shall be informed of this by electronic mail. In this case, the Client has the choice between a cancellation of the On-line Order or an exchange of Service. In the case of a request for cancellation, only the unavailable Service is cancelled and refunded by KOMPASS, while the rest of the On-line Order remains firm and final.
For any question relating to the follow-up of an On-line Order, KOMPASS makes a client service available to the Client, the contact information for which is shown on the Website from which the On-line Order was placed.
4.1 Database access
In any On-line Order for a Prospecting Service, on-line access to the Database is effected via the Website that will be specified to the Client.
The Client accesses the Database by using their connection logins, comprised of a user name and password, communicated by KOMPASS to the Client by email within approximately fifteen (15) days of the date of signature of the Purchase Order (unless otherwise agreed). KOMPASS's computerised registers provide proof of sending said connection logins to the Client.
The Client designates the person or persons authorised to receive and manage connection logins. The connection logins constitute confidential information. In this respect, the Client ensures that they are only communicated to members of its personnel authorised to know them and on whom the Client undertakes to impose the same obligations of confidentiality.
The Client is responsible for the use of connection logins that are communicated to it. In the event of loss, theft or accidental disclosure of connection logins, the Client shall immediately so inform KOMPASS who shall send new connection logins to the Client and shall immediately implement the necessary measures for preventing any connection from the logins that were disclosed. Any costs involved in creating and sending new connection logins are at the Client's expense.
4.2 Database use
The acts of use allowed to the Client are those corresponding to the Service subscribed for by the Client as indicated in the Purchase Order.
The acts of use allowed are strictly personal to the Client. Without express authorisation in writing beforehand and presupposing the payment of the purchase price for additional licences, the Client shall refrain from transferring its rights to third parties, from communicating access codes that have been given to them and/or allow people other than members of its staff to benefit from them within the agreed limits. In the event of purchase by an intermediary on behalf of several distinct legal entities, this intermediary shall report this immediately to KOMPASS before the signature of any Purchase Order. Unless agreed otherwise, the Services intended for each of the legal entities concerned shall be the subject of separate contracts.
Any access code (or connection login) delivered is in principle usable by one person only within the same company. Sharing the same code or login among several people is not allowed. The Client must buy as many codes or logins as there are people likely to carry out acts of use.
Use on several sites is also, in principle, unacceptable. Unless expressly agreed otherwise between the Parties, the access codes provided must be used exclusively for acts of use from a location corresponding to the address indicated for delivery.
Any act of use that is not expressly allowed is prohibited.
The balance of Export Credits can be consulted on the Website in the Client's personal space.
4.3 Analytical tools
KOMPASS can offer an ancillary Service allowing the use of analytical tools and/or of automated cross-checking of data contained in the Database, able to function on the basis of different search filters. In particular, results can be presented in the form of pivot tables and graphs.
The modalities and options subscribed for by the Client in the context of this Service are indicated in the Purchase Order.
The resulting information is generated algorithmically in line with statistical or objective data held by KOMPASS. It cannot, under any circumstances, meet specific requirements or replace human analysis or dispense the Client from any verification before reaching an economic decision.
4.4 Default by the client
Without prejudice to the damages that KOMPASS could demand and to the option of termination that it reserves the right to implement, the following rules shall apply in the event that the Client should breach its obligations (such as, in particular, non-payment or late payment, violation of article 17 or a use that has not been expressly authorised):
- The Client is required to cease any form of Database use, on pain of a periodic penalty of one hundred and fifty euros (€150) per day of delay as from the date of receipt of a letter of termination and/or a letter of formal notice notifying of the failure to comply.
- If applicable, the CLIENT is, solely as a result of its failures to comply, automatically and as of right, liable to KOMPASS for compensation equivalent to five (5) times the amount excluding taxes of the subscription established by the Purchase Order, without prejudice to any proceedings that KOMPASS may initiate for the purposes of obtaining compensation for any loss.
4.5 Discontinuance of the Service
In the event of discontinuance of a Prospecting Service paid for by subscription, whether subsequent to early termination for any reason whatsoever or through expiry of the agreed term of subscription, the Client is required to cease any form of use (without prejudice to article 4.4).
Export Credits purchased but not used by the Client during the period of its subscription are irrevocably lost. They cannot be either refunded or carried forward in the event of a new On-line Order.
In order to verify the Client's compliance with the provisions of this Article and Article 17, KOMPASS may proceed at any time with an audit in the Client's premises, throughout the period of subscription, and thereafter for one (1) year following said date.
For this purpose, KOMPASS may be assisted and/or accompanied by one or more experts, bailiffs and/or sworn officials.
KOMPASS acknowledges that it must ensure the strict confidentiality of any commercial information that is confidential or of a private nature of which it may incidentally have knowledge at the time of said audits and which is not directly linked to a failure to comply by the Client.
Except for serious reasons that are duly explained in writing and pertaining to the protection of its fundamental economic interests, the Client undertakes (i) to facilitate free access to its premises by KOMPASS personnel carrying out inspections and by experts, bailiffs and/or sworn officials accompanying them, (ii) to enable them to inspect its servers, as well as its terminal devices, with a view to verifying in particular the absence of any fraudulent use of an access code.
The Client shall be notified the day before such operations, before eight (8) p.m. However, in the event of indications suggesting the possibility of the disappearance of evidence, KOMPASS may present itself without prior notice, unless otherwise imposed by applicable law in the Client's country, when the authorisation of the judicial authority must be obtained.
5. KOMPASS file availability
KOMPASS proposes Services to the Client that may include making available KOMPASS Files containing information on companies.
5.1 Delivery of KOMPASS Files
In any On-line Order of a KOMPASS File Availability Service, the KOMPASS Files are made available to the Client within the time stipulated in the Purchase Order or, failing that, within a maximum period of one (1) month from the On-line Order. For any urgent delivery within a time less than the contractual period, additional costs shall be required and invoiced by KOMPASS.
The KOMPASS Files shall be delivered in electronic format.
Delivery shall be made to the postal or electronic address indicated by the Client via the Website purchase form and shown on the Purchase Order.
5.2 Restriction on use of KOMPASS Files
As a general rule, KOMPASS Files are strictly reserved for use personal to the Client. It shall refrain from any communication in whole or in part of KOMPASS Files to third parties, unless KOMPASS gives its prior agreement for transmission to a third party service provider who must provide all guarantees of confidentiality. The Client shall always stand surety for the prevention of any prohibited reuse and for compliance with strict confidentiality with regard to KOMPASS Files on behalf of third party service providers who may have access to them.
6. quality of service
KOMPASS undertakes to deploy all necessary resources for ensuring consistency, continuity and quality of the Services offered. In this respect, KOMPASS is bound only by an obligation of best-endeavours.
KOMPASS shall endeavour to maintain access to the service 24 hours a day, every day of the year, except for disruption of networks outside of its control. In this respect, KOMPASS is bound only by an obligation of best-endeavours.
KOMPASS reserves the right to interrupt access to the Website and to the Services exceptionally and briefly in order to carry out any maintenance or security interventions.
7. Modification and updating of the data base
KOMPASS is authorised to develop the classifying functionalities and rules of its Database with particular reference to the evolution of information technology techniques and at its sole discretion, although the nature of data accessible shall remain as agreed in the Purchase Order.
8. period of database use
The Client may subscribe for online Database use on an occasional basis or for a fixed period by signing up for a subscription, within the limits of what is offered by KOMPASS.
The type of subscription and period of use is stated in the Purchase Order.
9. content of the data base
The content of the Database accessible by the Client varies in line with the selected search filters and the options subscribed to by the Client.
In particular, the KOMPASS classification includes:
- different geographical areas;
- generic information relating to referenced companies;
- financial information relating to referenced companies;
- information relating to officers of the referenced companies.
The options subscribed for by the Client are indicated in the Purchase Order.
KOMPASS may offer advertising and advertising-related Services.
These General Conditions apply to the extent possible to any Visibility Services. They will also be covered by additional Special Conditions.
- MODIFICATION OF General or Special Conditions
KOMPASS reserves the right at any time to modify the General Conditions and/or Special Conditions that will be applicable to any new On-line Order.
The General Conditions and Special Conditions that are in force, accompanying the Purchase Order at the time of the On-line Order shall remain those applicable to the Service subscribed to by the Client.
The due price of a Service is determined exclusively in line with the stipulations shown on the Purchase Order.
These stipulations correspond to KOMPASS's general pricing structure in force - obtainable on request - although the Parties may however derogate under exceptional circumstances in order to take a Client's specific situation into account.
Unless expressly specified in the Purchase Order, no rebate, discount or reduction may be claimed from KOMPASS.
Any change in the applicable VAT rate, or any new tax or contribution, shall be automatically passed on to the price of the Services.
13. INVOICING AND PAYMENT
13.1 Invoicing address and entity invoiced
13.1.1. It is understood that the address for invoicing and delivery is the one shown in the Purchase Order for sending the latter. If invoices or services are to be sent or delivered to another address, the Client shall specify this clearly at the time of Subscription and check that this separate address is duly posted to the Purchase Order.
13.1.2. The entity to be invoiced and delivered is of necessarily the Client who took out the On-line Order and whose name is shown as such in the Purchase Order. The Client cannot transfer its obligations arising from the contract without the express agreement of KOMPASS and therefore cannot require another person to be invoiced in its place. On an exceptional basis and at the express request of the Client, KOMPASS may nonetheless and at its discretion accept a change in the entity invoiced, although in this case, the Client shall always remain jointly and severally responsible for payment of the invoice.
13.2.1 Mode of payment
Payment is made when the On-line Order is placed under the conditions set out in this Article.
It is understood, for the avoidance of doubt, that the amounts paid may not under any circumstances be considered as advances or deposits (arrhes or acomptes).
13.2.2 Payment procedure
Payment is made by bank card only.
If a Purchase Order sent to the Client further to an On-line Order goes unchallenged, the On-line Order is deemed valid and the amounts therefor are due.
Computer logs stored in KOMPASS IT systems under reasonable security conditions shall be considered proof of communications, On-line Orders and payments made between the Parties. Purchase Orders and invoices shall be archived on a reliable, durable medium that may be produced as evidence.
13.2.3 Payment Problems
KOMPASS reserves the right to suspend any On-line Order management in the event of refusal to authorise payment on the part of officially accredited bodies or in the event of non-payment.
In the event of difficulty encountered during payment requiring a verification procedure, KOMPASS in particular reserves the right to refrain from delivering an On-line Order. In the context of this verification, the Client may be asked to send KOMPASS a certified copy of an official non-French document attesting to its identity and legal existence. The On-line Order shall then only be validated after receipt and verification by KOMPASS of the documents sent by the Client.
More generally, any problem with the Client's account (non-payment, non-functional email address, etc.) shall authorise KOMPASS to suspend the Client's On-line Order until it has been resolved.
Within all limits permitted by law, any objection relating to the quality or conformity of a Service shall be reported by the Client to KOMPASS within a maximum period of fifteen (15) days by registered letter with advice of receipt. Accordingly, the Services carried out more than fifteen (15) days before an objection is sent are indisputably deemed to be in compliance with the expectations of the Parties, free from defect or error, and of sufficient quality.
Without prejudice to the previous paragraph, any objection relating to an invoice must take place within a period of 15 (fifteen) days of it being sent to the Client (with the date of dispatch corresponding to the postmark shown on the issuing envelope, which the Client has a duty to keep). Each objection shall be sent by registered letter with advice of receipt. Beyond this deadline, invoices issued by KOMPASS shall be indisputably deemed free
15. IRREVOCABILITY of the on-line order
Without agreement in writing from KOMPASS, the On-line Order of a Service by the Client is irrevocable.
16. TERm of contract
KOMPASS proposes Services (i) on a per-service basis or (ii) by subscription during a period specified in the Purchase Order.
The effective date corresponds to the date of issue of the Purchase Order.
The On-line Order of a Service shall not be automatically renewable. Any renewal shall be expressly specified and accepted by KOMPASS and a new Purchase Order shall be issued.
17. intellectual property
17.1 KOMPASS Intellectual Properties
18. PROTECTION Of personal data
KOMPASS undertakes to comply with regulations applicable to the protection of personal data.
Data of a personal nature that are indicated by the Client when creating the account (last and first names, together with telephone numbers, postal and email addresses that can be linked to an identified or identifiable person), may be used by KOMPASS and its partners for the requirements of managing said account and performing the Services. It is also accepted that said data may be used for commercial purposes in order to promote the products of KOMPASS, its affiliated companies and/or its trading partners in the context of email or direct mail campaigns, within the limits specified by applicable legislation. KOMPASS may thus legitimately consider that the person concerned has given their consent. If data of a personal nature indicated at the time of the Order and/or creation of the account does not relate to the Client (or to the person representing it for this purpose), but concerns a third party, the Client shall ensure that said third party has been informed of this clause and has given their consent. In the opposite case, it shall assume all consequences and shall hold KOMPASS harmless against any right of recourse from the third party in question and/or the competent authorities.
20. Force majeure
21. NATURE of the OBLIGATIONs and GuARANTeES
Confidential information is understood to mean information of any kind, visual or oral, on any medium whatsoever, relating to the other party's structure, organisation, business affairs, various in-house policies, projects and personnel. The content of the Services, together with the reports, letters, information, memos, quotes supplied by the other party during performance of the Services are also of a confidential nature.
However, the following information is not considered to be confidential:
This clause shall remain in force for a period of five (5) years starting from the end of the Service, for whatever reason.
In the event that one party wishes for all or part of the confidential information to be disclosed to/or used by a third party, this party shall request prior authorisation in writing from the other party. The terms and conditions applicable to said disclosure shall then be set out between the parties.
The Client shall not dispose of, delegate or transmit its rights and obligations in respect of these General Conditions without prior agreement in writing from KOMPASS.
KOMPASS shall be able to transfer, without any formality, its rights and obligations in respect of these conditions to any new majority shareholder.
25. Nullity of a clause
26. NOn waiver
The fact that KOMPASS may not avail itself of a breach by the other party of any one whatsoever of the obligations referred to in these General Conditions shall not be interpreted for the future as a waiver of the obligation in question.