GENERAL CONDITIONS OF SUBSCRIPTION AND USE OF THE KANGARUU SaaS SOLUTION
Article 1. DEFINITIONS
"Supplier": Kangaruu, a Société par Actions Simplifiée located in Lyon, France, specializing in software design, development, consulting, and research for professional and personal use.
"Solution": The software solution "Kangaruu" provided by the Supplier in Saas mode, aiding in project management through the Chatbot and Web Interface.
"CGAU": These general terms and conditions of use and subscription to the Solution.
"Customer": The professional customer placing a Subscription Order to use the Solution. The Customer ensures Users accept the Solution's general conditions before accessing it.
"Price": The Subscription fee paid by the Customer for Solution access, including Associated Services.
"Associated Services": Includes Maintenance, Data Hosting, and Solution Support services within the Subscription Price.
"General Terms and Conditions of Use": The terms and conditions of using the Solution, with the current version found in Appendix 2. Users are bound by the latest accepted version unless updated in accordance with the agreement terms.
"Contract": These GCUA including its Annexes and any Orders.
"Order": A Subscription order placed by the Customer with the Supplier.
"Supplier": Kangaruu, a Société par Actions Simplifiée located in Lyon, France, specializing in software design, development, consulting, and research for professional and personal use.
"Web Interface": The dashboard to enter and track Users' time and budget, accessible via Essential Third-Party Products login.
"Chatbot": The software agent integrated into Essential Third-Party Products that interacts with Users to input their time into the Solution.
"Trial": A fourteen (14) day free trial offered to the Customer, detailing available functionalities and User access.
"Data Protection Agreement": The agreement between the Supplier and the Customer regarding data protection, outlined in Appendix 1.
"Data or Customer Data": Information collected by the Supplier through the Solution, including Data entered by Users, potentially containing Personal Data.
"Personal Data": Defined as per Regulations.
"Party(ies)": The Supplier or Customer individually, both collectively.
"Contract Term": Comprising the Initial Period and Renewal Periods.
"Source Code": The source program for the Solution written in a programming language understandable by experts.
"Effective Date": The start date of the Subscription.
"Customer": The professional customer placing a Subscription Order to use the Solution. The Customer ensures Users accept the Solution's general conditions before accessing it.
"Third-Party Products": Comprising Essential and Non-Essential Third-Party Products.
"Non-Essential Third-Party Product": Third-party products not mandatory for Solution operation but can be used or integrated.
"Essential Third-Party Products": Third-party products integral for Solution access and operation, used or integrated into the Solution.
"Renewal Period": The automatic renewal term after the Initial Period, detailed in article 10.2.
"Initial Period": The initial commitment period specified in the Subscription offer.
"Blocking Anomaly": An Anomaly that renders it impossible to use all Solution functionalities.
"Major Anomaly": An Anomaly that, while not completely halting Solution use, prevents access to essential functionalities (e.g., entering times for a User).
"Minor Anomaly": Any Anomaly other than Blocking or Major.
"Anomaly": Any malfunction of the Solution that hinders its normal use when used according to instructions and documentation.
"Scheduled Downtime": Defined in article 7.3.2.
"Support": Services for Solution support provided by the Supplier to the Customer.
"Subsequent Subcontractor(s)": Entities engaged by the Supplier for specific processing activities under the Contract, as per GDPR.
"GDPR": General Data Protection Regulation (EU) 2016/679.
"Payment Intermediary": The intermediary used by Kangaruu for Subscription payments, with details provided in the General Terms and Conditions of the Payment Intermediary.
Article 2: Purpose and Orders
The GCSU outlines the terms for the Supplier to provide the Customer access to the Solution in Saas mode and receive Associated Services throughout the Contract duration.
These GCUA are applicable to all Orders and, in conjunction with the Order, constitute the Contract. They are complemented by the General Terms of Use and the Data Protection Agreement.
Upon using the Solution, the Customer commits to ensuring that Users acknowledge and accept the Terms and Conditions of Use. The Supplier advises each Customer to print and retain a copy of the GCUA and its Appendices.
Article 3: Supplier's Role and Third-Party Elements
The Solution is designed to assist Users in tracking their time, tasks, and monitoring budgets for consultancy services or production activities. It serves as a centralized platform for communication among Users, enhancing productivity by connecting human and technical resources.
The Solution functions as a project management aid and does not replace human resources, nor does it exempt compliance with existing laws and regulations. The Supplier does not offer any additional purpose or warranty beyond what is explicitly stated, a condition acknowledged and accepted by the Customer.
The Supplier does not mediate between the Customer and other Users, and cannot be held accountable in such interactions. Through integration with Third-Party Products and Subscription Price management by the Payment Intermediary, the Solution includes elements and hyperlinks to websites operated by entities other than the Supplier. These may include rights holders of Third-Party Products, with whom the Supplier has no control.
The Supplier bears no responsibility for these elements, sites, or their content, and their presence or links do not signify Supplier endorsement of the content. Any modifications or updates to these elements and websites are not under the Supplier's purview.
The Supplier is not liable for information transmission, malfunctions, or execution issues related to these third-party elements. Users are accountable for all interactions or transactions with third parties, including Third-Party Products and the Payment Intermediary, while using the Solution.
No provision in the GCUA or any agreement establishes an association, partnership, joint venture, or employment relationship between the Supplier and Users. Neither party has the authority to create obligations on behalf of the other, and no actions should imply such a relationship.
Article 4: Solution Access, Acceptance of Terms, and Terms Modification
The Solution is accessible to all Users based on the conditions outlined in the General Terms of Use.
The Customer affirms possessing the necessary skills and equipment (such as computers, telecommunication devices, etc.) required for Solution access. It is the Customer's responsibility to provide Users with the requisite skills and equipment for Solution use in compliance with the General Conditions of Use. Any costs related to such equipment (telecommunication expenses, etc.) are solely borne by the Customer.
The Supplier bears no responsibility for any direct or indirect damages, regardless of cause or timing, arising from downloading, installing, and/or using a Third-Party Essential Product, subject to its distinct third-party terms.
Furthermore, during the registration process, each User must explicitly accept the Solution's General Terms and Conditions of Use by selecting a checkbox before utilizing the Solution.
Article 5: Trial Period
Upon Customer registration, the Solution is accessible to the Customer at no cost during the Trial period, starting from the creation date of the Kangaruu space.
Following the Trial period, the Customer can opt to proceed by placing an Order for a dedicated Subscription to maintain Solution usage and enable Users to derive its benefits, or discontinue Solution utilization. The Supplier will inform the Customer of the Trial period's impending conclusion at least seventy-two (72) hours in advance, allowing the Customer to subscribe if desired. Users can only continue using the Solution by subscribing before the Trial period expires.
Failure to place a Subscription Order will result in the Customer and other Users losing access to the Solution without compensation. The Supplier will provide the Customer's Data according to the conditions specified in article 12.2.
Article 6: Subscription Offer, Order Procedures, and Evidence
To gain access to and utilize the Solution, the Customer commits to placing a Subscription Order with the Supplier. Subscription offers are displayed on the Site and are valid solely for the specified content on the Order date. Any modifications or upgrades necessitate a new Subscription aligned with the designated offers.
While all GCUA provisions are applicable upon User acceptance, the Supplier provides a Trial for the Customer to evaluate the Solution.
Following the Trial period, the Customer must proceed with placing an Order or discontinue Solution usage, as detailed in article 5 above.
Upon Subscription, the Customer is obligated to remit the full Price payment. Any Subscription initiated under these terms must be paid in full.
Subscriptions are non-transferable and designated for the Customer's personal use, unless authorized in writing by the Supplier.
Computerized records stored in the Supplier's systems under secure conditions serve as evidence of communications, Orders, and payments between the Parties. Orders and invoices are archived in a dependable and enduring format for evidentiary purposes.
Article 15. LIABILITY - WARRANTY - FORCE MAJEURE - INSURANCE
15.1 Liability - Warranty
The Supplier guarantees that it will provide the Customer with a Solution that complies with the documentation provided to the Customer upon signature of the Contract.
The Supplier is in no way responsible for any malfunction of Third-Party Products making access to the Solution impossible or difficult.
The present warranty is excluded if the Customer fails to comply with the conditions of use of the Solution. In particular, the Supplier in no way guarantees the suitability of the Solution for the Customer’s particular needs, nor the absence of bugs in the Solution, nor the absence of failures or malfunctions due to interruptions or poor quality of the communication networks linking the Solution to the Customer’s information system.
Except for this warranty expressly set forth in this Article 15.1 and any warranty which may not be excluded or limited under applicable law, the Supplier disclaims and excludes all other warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.
The Supplier is only bound by an obligation of means. Consequently, the Customer uses the Solution under its sole responsibility, with no possible recourse against the Supplier.
The Supplier’s liability under this Contract is limited to the total amount of the sums paid by the Customer under the Contract, during the twelve (12) months preceding the event giving rise to the liability claim. This limitation does not apply in the event of personal injury.
Under no circumstances shall the Supplier be held liable in the event of :
Modification of all or part of the Solution not carried out by the Supplier or by one of the approved service providers designated by the Supplier;
Use of all or part of the Solution when the Supplier, following a difficulty or for any other reason whatsoever, had recommended suspending use of the Solution;
Use of the Solution in an environment that does not comply with the documentation requirements, or in connection with third-party programs or data not expressly endorsed by the Supplier,
The occurrence of any damage resulting from the Customer’s fault or negligence, or which the Customer could have avoided by seeking the Supplier’s advice;
The occurrence of any damage resulting from the fault or negligence of a third party;
Use in connection with the Solution of programs not supplied or endorsed by the Supplier and likely to affect the Solution or Customer Data;
Failure to use the most recent version of the Solution, when the claim could have been avoided by using this most recent version.
The Supplier shall not be held liable for any indirect and/or intangible damage suffered by the Customer as a result of using the Solution, as the notion of indirect and/or intangible damage is defined by the established case law of the French courts, and in particular for any loss or destruction, total or partial, of Customer Data, in the event of corruption of Data, loss of profits, loss of revenue, loss of image, loss of clientele or weakening of any element of the Customer’s assets.
15.2 Force majeure
Neither Party shall be liable for delay or non-performance of any obligation under this Agreement resulting from an event of force majeure as defined by French law and jurisprudence.
However, it is expressly agreed between the Parties that failures, malfunctions, interruptions or poor quality of the communications network constitute a case of force majeure beyond the control of any of the Parties and meet the criterion of unpredictability.
15.3 Insurance
The Supplier undertakes to take out liability insurance with a reputable and solvent insurer and to maintain such insurance in force for the duration of the Contract. The Supplier has taken out professional liability insurance covering all its activities and the risks of errors and omissions, bodily injury, property damage and contractual damage.
