General conditions of use

S.A.S M-WORK

R.C.S de Bobigny no. 900 927 005

51 Robespierre Montreuil Street (93100)

Contact: hello@m-work.co

In force as of June 23, 2023

1. Services offered

The M-WORK Company (the” Society ”) offers to the company identified in the Quotation as defined below (the” Customer ”) an application allowing its employees to manage their teleworking schedule and notify their colleagues if they are present remotely or on site (the” Application ”).

The Application is available on smartphone, tablet and in version Desktop at the address https://app.m-work.co

Together the” Services ”.

The Customer is invited to read the specificities of the Services on the website www.m-work.co (the” Site ”).

2. Contractual documents

The contractual relationship between the Customer and the Company is governed, in descending hierarchical order, by the following documents:

The quotation (the” Devis ”)

- It is established by the Company based on the needs of the Customer

- The Customer must accept it in writing (including by email) within 30 days from its issuance or within the period indicated in the Quotation otherwise. This acceptance implies acceptance of the General Conditions in their version in force on the date of the Quotation.

- In case of contradiction, the Quotation prevails over the General Conditions

- In case of contradiction, the most recent quotation takes precedence over the oldest quotation (s)

The general conditions (the” General conditions ”)

They define:

- The terms of use of the Services,

- The respective obligations of the parties.

They are accessible by a direct link at the bottom of the page of the Site and the Application.

3. Conditions of access to the Services

To access the Services, the Customer must:

(i) be a legal person acting through a natural person with the power or authorization required to contract on behalf of and on behalf of the Customer;

(ii) have the status of professional, understood as any natural or legal person acting for purposes falling within the scope of their commercial, industrial, craft, liberal or agricultural activity, including when acting in the name or on behalf of another professional.

4. Terms of subscription to the Services

The Customer can access the Services by going directly to the Application.

To subscribe to the Services, the Customer must complete the form provided for this purpose on the Site.

The Customer must provide the Company with all the information marked as mandatory.

Registration automatically leads to the opening of an administrator account in the name of the Customer (the” Administrator account ”) which allows him to access the Application using his login ID and password.

Once the Administrator Account has been created, the Customer can freely generate access to the Application for managers and employees (the” Users ”), within the limit of the number provided for in the Services subscribed to in the Quotation. To do this, the Customer is required to enter the User's email address, and invited to fill in his name, first name, and job title occupied by the User.

They will receive an email containing an invitation to connect to the Application.

The Customer is solely responsible for creating accesses for Users, for setting up their access rights and for their personal use of the Application, in accordance with the General Conditions. In particular, the latter undertakes to put in place all procedures intended to prevent any misuse, non-compliant or illegal use that Users may make of the Services, in particular against breaches of laws and regulations in force.

5. Description of the Services

5.1. The Services

Before subscribing to the Services, the Customer acknowledges that he can read on the Site the characteristics of the Services and their constraints, in particular technical ones.

The Customer acknowledges that the implementation of the Services requires being connected to the Internet and that the quality of the Services depends on this connection, for which the Company is not responsible.

The scope of the Services to which the Customer has subscribed is described in the Quotation.

The Company reserves the right to offer any other Service.

Any request for modification of the Services subscribed to must be the subject of an additional Quotation.

5.2. Additional benefits

5.2.1. Maintenance

During the duration of the Services, the Customer benefits from maintenance, in particular corrective and evolutionary maintenance. In this context, access to the Application may be limited or suspended.

With regard to corrective maintenance, the Company makes its best efforts to provide the Customer with maintenance in order to correct any malfunction or bug identified on the Application.

With regard to evolutionary maintenance, the Company may carry out such maintenance automatically and without prior information, which includes improvements in the functionalities of the Application and/or technical installations used in the context of the Application (aimed at introducing minor or major extensions).

Access to the Application may also be limited or suspended for reasons of planned maintenance, which may include the corrective and evolutionary maintenance operations mentioned above.

5.2.2. Lodging

The Company ensures, in terms of an obligation of means, the hosting of the Application, as well as the data produced and/or entered on the Application on its servers or through a professional hosting provider, and on servers located in a territory of the European Union.

5.2.2. Technical assistance

In case of difficulty encountered when using the Services, the Customer may contact the Company at the contact details mentioned at the header of the General Terms and Conditions.

6. Duration of subscription to the Services

The commitment period for subscribing to the Services is indicated in the Quotation (the” Commitment ”).

The Commitment begins on the day it is subscribed for an initial period indicated in the Quotation.

It is renewed tacitly, for successive periods of the same duration as the initial period (with the initial period, the” Periods ”), from date to date, unless the Undertaking is terminated under the conditions of the article “End of Services”.

7. Financial conditions of the Company

7.1 Service Prices

The prices of the Services to which the Customer has subscribed are indicated in the Quotation.

Any Period started is due in full.

The Company is free to offer promotional offers or price reductions.

The Company's prices may be revised at any time under the conditions of the article. “Modification of the General Terms and Conditions”.

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7.2 Price review

The prices indicated in the Quotation may be revised, each time the Commitment is renewed, by reference to the SYNTEC index (the” Index ”), according to the following formula: P1 = P0 x I1/IO

- P0 being the price before revision,

- IO being the last Index published on the date on which the pre-revision price was determined,

- I1 being the last Index published on the revision date,

- P1 being the price after revision.

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7.3 Company billing and payment methods

The Company sends the Customer one invoice per Period by any useful means.

Payment is made by automatic debit when the Commitment is subscribed, then at each renewal of the Commitment, or by bank transfer, unless otherwise specified in the Quotation.

Unless otherwise provided, the Customer undertakes to pay the invoices issued within a maximum period of 30 days from their issuance by the Company.

The Customer guarantees that the Company has the necessary authorizations to use this payment method.

7.3 Consequences in case of late or non-payment

In the event of default or late payment, the Company reserves the right, the day after the due date on the invoice, to:

- pronounce the forfeiture of the term of all the amounts owed to him by the Customer and their immediate due date,

- immediately suspend the current Services until payment of all the amounts due, it being understood that this suspension will also concern all User accesses,

- charge late payment interest equal to 3 times the legal interest rate, based on the amount of the amounts not paid by the due date and a fixed compensation of 40 euros in respect of recovery costs, without prejudice to additional compensation if the recovery costs actually incurred are greater than this amount.

8. Intellectual property rights

8.1 Intellectual property rights on the Application

The Application and the Site are the property of the Company, as are the software, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, etc.) that it uses. They are protected by all intellectual property rights or rights of database producers in force. The license that the Company grants to the Customer does not involve any transfer of ownership.  

The Customer and Users benefit from a non-exclusive and non-transferable license in SaaS mode to use the Application for the duration provided for in article “” Duration of subscription to the Services ”.

The parties may use their respective names, brands and logos and refer to their respective platforms, as commercial references, for the duration of their contractual relationship and 3 years beyond.

8.2 Intellectual Property Rights on Content and Testimonies

By subscribing to the Services, the Customer acknowledges that the content of any kind that it publishes and that Users post/download on the Application (the” Contents ”) are broadcast in a spirit of community exchange.

In this respect, the Customer acknowledges that it grants a license to use the Content published and/or downloaded by the Users for the duration of the Services.

The Customer may also produce testimonies concerning his use of the Services which may be published on the Site.

Therefore, the Customer agrees that the Company may:

- distribute the testimonies free of charge on the Application and on any other French or foreign websites, published by all companies with which the Company has agreements, by any means and on any medium, for the purposes of promoting the Platform,

- translate testimonies into all languages,

- modify (in particular the framing, the format and the colors) and/or adapt the testimonies (in particular to the technical constraints of the Platform (alterations or degradations in their quality).

9. Obligations and responsibilities of the Customer

9.1. Regarding the provision of information

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

9.2. About the Administrator Account

The Customer:

- guarantees that the information provided in the form is accurate and undertakes to update it,

- recognizes that this information is proof of his identity and is binding on him as soon as it is validated,

- is responsible for maintaining the confidentiality and security of his username and password. Any access to the Platform using them is deemed to have been made by him.

The Customer must immediately contact the Company at the contact details mentioned at the top of this document if he finds that the Administrator Account has been used without his knowledge and/or User accesses have been used without the latter's knowledge. He acknowledges that the Company will have the right to take all appropriate measures in such a case.

The Customer is solely responsible for creating accesses for Users and for setting up their access rights.

9.3. Regarding the use of the Services

The Customer is responsible for its use of the Services and for any information that it shares in this context.

It is also responsible for the use of the Services and for any information shared by Users. He undertakes that the Services will be used exclusively by him and/or the Users, who are subject to the same obligations as him in their use of the Services.

The Customer is prohibited and guarantees that Users refrain from diverting the Services for purposes other than those for which they were designed, and in particular to:

- carry out an illegal or fraudulent activity,

- undermine public order and morality,

- infringe third parties or their rights, in any way whatsoever,

- violate a contractual, legislative or regulatory provision,

- carry out any activity likely to interfere with the computer system of a third party, in particular for the purpose of violating its integrity or security,

- carry out maneuvers aimed at promoting its services and/or sites or those of a third party,

- help or encourage a third party to commit one or more acts or activities listed above.

The Customer is prohibited and guarantees that Users also refrain from:

- copy, modify or divert any element belonging to the Company or any concept that it uses as part of the Services,

- adopt any behavior likely to interfere with or hijack the Company's computer systems or undermine its computer security measures,

- infringe the financial, commercial or moral rights and interests of the Company,

- market, transfer or provide access in any way to the Services, to the information hosted on the Application or to any element belonging to the Company.

The Customer is prohibited and will ensure that Users refrain from distributing any Content (this list is not exhaustive):

- undermining public order and morality (pornographic, obscene, obscene, indecent, indecent, shocking or unsuitable for a family audience, defamatory, abusive, violent, violent, racist, xenophobic or revisionist),

- infringing the rights of third parties (infringing content, infringing personality rights, etc.) and more generally violating a contractual, legislative or regulatory provision,

- prejudicial to third parties in any way whatsoever,

- lying, misleading or proposing or promoting illicit, fraudulent or deceptive activities,

- harmful to the computer systems of third parties.

The Customer undertakes that he and his Users disseminate and exchange information only intended to manage their teleworking schedule and their presence or not on site.

The Customer guarantees the Company against any claim and/or action that may be exercised against him as a result of the violation of any of the obligations provided for herein by him and/or by the Users. The Customer will indemnify the Company for the damage suffered and will reimburse the Company for all amounts that it may have to bear as a result.

10. Obligations and responsibilities of the Company

The Company is committed to providing the Services diligently, it being specified that it is bound by an obligation of means.

10.1 Regarding the quality of the Services

The Company makes its best efforts to provide the Customer with quality Services. To this end, it regularly carries out checks in order to verify the functioning and accessibility of its Services and can thus carry out maintenance under the conditions specified in article “Maintenance”.

However, the Company is not responsible for temporary difficulties or impossibilities in accessing its Services which would be caused by:

- circumstances external to its network (and in particular the partial or total failure of the Customer's servers),

- the failure of equipment, cabling, services or networks not included in its Services or which is not under its responsibility,

- the interruption of Services due to telecom operators or internet access providers,

- the intervention of the Customer in particular via a bad configuration applied to the Services,

- a case of force majeure.

The Company is responsible for the operation of its servers, whose outer limits are constituted by the connection points.

Furthermore, it does not guarantee that the Services:

- subject to constant research to improve, in particular, their performance and progress, will be completely free of errors, defects or defects,

- being standard and in no way offered according to the Customer's personal constraints, will specifically meet his needs and expectations.

The Company does not guarantee any volume of business that the Customer and/or Users could achieve through the use of the Services.

10.2 Regarding the Service Level Guarantee of the Application

 The Company makes its best efforts to maintain access to the Application 24 hours a day, 7 days a week, except in the case of planned maintenance under the conditions defined in article “Maintenance”or force majeure.

10.3 Regarding the backup of data on the Platform

The Company makes its best efforts to save any data produced and/or entered on the Application.

Except in the event of proven faults on the part of the Company, it is however not responsible for any loss of data during maintenance operations.

10.4 Regarding data storage and security

The Company provides sufficient storage capacity for the operation of the Services.

The Company makes its best efforts to ensure data security by implementing measures to protect infrastructures and the Application, to detect and prevent malicious acts and to recover data.

10.5 Regarding the publication of Content

The Company acts as a hosting provider for the Content that the Customer puts online. Consequently, it is not responsible for this Content.

If the Company receives a notification regarding unlawful Content, it will act promptly to remove it or make it impossible to access it, and may take the measures described in article “Penalties in case of non-compliance”.

10.6 Regarding the use of subcontracting and transfer

The Company may use subcontractors in the context of the performance of the Services, who are subject to the same obligations as its own in the context of their intervention. However, it remains solely responsible for the proper execution of the Services with respect to the Customer.

The Company may replace any person who will be subrogated in all his rights and obligations under his contractual relationship with the Customer. If necessary, it will inform the Customer of this substitution by any written means.

11. Limitation of the Company's liability

The Company's liability is limited to only proven direct damage that the Customer would suffer as a result of using the Services.

With the exception of personal injury, death and gross negligence, and provided that a complaint has been filed by registered letter with acknowledgement of receipt, within a period of one month following the occurrence of the damage, the Company cannot be held liable for an amount greater than the amounts it received during the 12 months preceding the event giving rise to liability or the duration of the provision of its Services if this period is less.

12. Accepted methods of proof

Proof can be established by any means.

The Customer is informed that the messages exchanged through the Application as well as the data collected on the Application and the Company's computer equipment constitute the main accepted method of proof, in particular to demonstrate the reality of the Services provided and the calculation of their price.

13. Methods of processing personal data

13.1. Methods of processing personal data by the Company in its capacity as data controller

The Company has an accessible personal data protection policy hither. It invites the Customer to take note of it.

13.2. Methods of processing personal data by the Company as a subcontractor

13.2.a. General provisions

The Parties undertake, each as far as it is concerned, to comply with all the legal and regulatory obligations incumbent on them in terms of the protection of personal data, in particular Law 78-17 of January 6, 1978 in its last amended version, known as the Data Protection Act and the Data Protection Act, and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter together the “Loi Informatique et Libertés”) and the EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter together the “Loi Informatique et Libertés”) and the EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter together the” Applicable regulations ”).

For the purposes of managing the contractual relationship between the Parties, each Party processes the personal data of its interlocutors at the other Party in the capacity of data controller within the meaning of the Applicable Regulations, for the duration of these General Conditions. This processing is necessary for the proper execution of the General Conditions and only concerns identification data (in particular name, first name, email address, telephone number) of the interlocutors. This data is kept for the time strictly necessary for the management of contractual relationships between the Parties.

The staff of the Parties, their services in charge of control (auditor in particular) and their subcontractors may have access to the personal data collected.

This processing may result in the exercise by the Parties' interlocutors of their rights provided for by the Applicable Regulations, namely: (i) to obtain the communication and, where applicable, the correction or deletion of data concerning them, (ii) to request the deletion or limitation of the treatment, (iii) to oppose the processing for legitimate reasons, (iv) to request the portability of data concerning them, in order to recover them and to maintain, and (v) to file a complaint with a competent supervisory authority.

13.2.b. Processing of personal data by the Company as a subcontractor

Description of the outsourced treatment

As part of the Services, the Company is required to process personal data in the name and on behalf of the Customer as a subcontractor, while the Customer acts as a data controller within the meaning of the Applicable Regulations. The characteristics of the treatments are described in Appendix 1 General Terms and Conditions.

Obligations of the Company in relation to the Customer

- Data processing :

The Company undertakes to process personal data only for the purposes listed in Annex 1 and in accordance with the Customer's documented instructions, including with respect to the transfer of data outside the European Union. The Company undertakes to inform the Customer if, in its opinion, an instruction constitutes a violation of the Applicable Regulations. In addition, if the Company is required to transfer data to a third country or to an international organization, under the law applicable to the General Conditions, it must inform the Customer of this legal obligation before processing, unless the law concerned prohibits such information for important reasons of public interest.

- Data security and confidentiality :

The Company undertakes to implement appropriate technical and organizational measures to ensure the security and integrity of personal data, their backup and the restoration of their availability in the event of a physical or technical incident. The Company also ensures that persons authorized to process personal data are subject to the obligation to maintain their confidentiality.

- Other subcontractors :

The Company is authorized to use subcontractors (the” Subcontractor ”) listed in Appendix 1 of the General Conditions to carry out specific processing activities. In the event of a change in the list of authorized Subcontractors, the Company will inform the Customer in advance and in writing. This information should clearly indicate the subcontracted processing activities, the identity and contact details of the subsequent Subcontractor. The Customer has a period of 15 days from the date of receipt of this information to present legitimate and reasoned objections. In the absence of notifications of objections after this period, the Customer will be deemed to have accepted recourse to the subsequent Subcontractor.

The Subcontractor is required to comply with the obligations of the General Terms and Conditions on behalf of and according to the instructions of the Customer. It is the responsibility of the Company to ensure that the Subcontractor provides the same sufficient guarantees as to the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the Applicable Regulations. If the Subcontractor does not fulfill its data protection obligations, the Company remains fully responsible to the Customer for the performance by the Subcontractor of its obligations.

- Transfer of personal data outside the European Union:

The Company is authorized to transfer personal data processed under the General Conditions to countries located outside the European Union, subject to the establishment of appropriate guarantees as defined in Chapter V of the aforesaid regulation.

- Assistance and Information Supply:

The Company undertakes to assist the Customer and respond as soon as possible to any request for information sent to it by the Customer, whether as part of a request to exercise their rights by the persons concerned, an impact assessment, or a request presented by the data protection authorities or the Customer's data protection officer.

- Notification of personal data breaches:

The Company undertakes to notify the Customer as soon as possible after becoming aware of any violation of personal data relating to the treatments subject to the General Conditions and to provide him with any useful information and documentation relating to this violation.

- Data output:

The Company undertakes, at its option, to delete personal data at the expiration of this contract or to return them to the Customer and not to keep a copy, unless required by the Applicable Regulations.

- Documentation:

The Company provides the Customer, upon request, with all the information and documents necessary to demonstrate compliance with its obligations and to allow audits to be carried out. The Customer thus has the possibility of carrying out audits once a year and at its own expense in order to verify the compliance of the Company with the obligations provided for in this article. The Client will inform the Company of the holding of the audit with a minimum of 2 weeks notice. The Company reserves the right to refuse the identity of the selected auditor if he belongs to a competing company. The audit must be carried out during the Company's business hours and in such a way as to disturb its activity as little as possible. The audit may therefore not in any way affect (i) the technical and organizational security measures deployed by the Company, (ii) the security and confidentiality of the data of the Company's other customers, or (iii) the proper functioning and organization of the Company's production. To the extent possible, the Parties will agree on the scope of the audit in advance. The audit report will be sent to the Company in order to allow the latter to formulate any observations or remarks in writing, which will be appended to the final version of the audit report. Each audit report will be considered confidential information.

- Reuse of data by the Subcontractor:

The Customer hereby authorizes the Company to process the personal data collected as part of the services (in particular the navigation, connection and identification data of Users) in order to improve the Company's services, and in particular to produce statistics on how the Application is used by Users.

The Customer hereby authorizes the Company to process the personal data collected as part of the services (in particular the email address of Users) in order to send them emails (in particular to invite them to leave their opinion about the Application). Users may object to it at any time by writing to the Company.

When the Company re-uses User data for its own account in the two cases mentioned above, the Company acts as data controller within the meaning of the Applicable Regulations and as such undertakes to comply with the legal provisions on data protection in the context of the above treatments.

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Obligations of the Customer with respect to the Company:

The Customer undertakes to:

(a) provide the Company with the personal data referred to in Annex1, excluding any irrelevant, disproportionate or unnecessary personal data, and excluding any “particular” data within the meaning of the Applicable Regulations, unless the treatments justify it, it is up to the Customer to establish these justifications and to take all measures, in particular prior information, consent collection and security, appropriate for such particular data;

(b) collect under its responsibility, in a lawful, loyal and transparent manner, the personal data provided to the Company, for the execution of its services, and in particular, to ensure the legal basis for this collection and the information due to the persons concerned;

(c) keep a register of treatments and more generally, respect the principles resulting from the Applicable Regulations;

(d) ensure, in advance and throughout the duration of the treatment, compliance with the obligations provided for by the applicable Regulations.

14. Respective confidentiality obligations of the Company

Unless otherwise agreed in writing by the other party, the Parties respectively undertake to keep confidential, for the duration of their contractual relationship and 3 years beyond, all information expressly identified as being confidential, of which the Company would have become aware at the time of the conclusion and execution of its contractual relationship with the Customer.

This obligation does not extend to information:

- which the receiving party was already aware of,

- already public at the time of their communication or which would become public without violating this clause,

- that would have been received from a third party in a lawful manner,

- whose communication would be required by the judicial authorities, in application of laws and regulations or in order to establish the rights of a party in the context of the contractual relationship between the parties.

Confidential information may be transmitted to the respective employees, collaborators, interns, interns, agents and co-contractors of the parties, provided that they are subject to the same confidentiality obligation.

15. Force majeure

The parties cannot be responsible for breaches or delays in the performance of their contractual obligations due to a case of force majeure that occurred during the duration of their relationship. Force majeure covers:

- any case meeting the conditions of article 1218 of the Civil Code and recognized by case law,

- strikes, terrorist activities, riots, insurrections, wars, wars, government actions, epidemics, natural disasters or failure attributable to a third party telecommunications provider.

If one of the parties is prevented from performing its obligations due to a case of force majeure, it must inform the other party by registered letter with acknowledgement of receipt. The obligations are suspended upon receipt of the letter, and must be resumed within a reasonable time as soon as the case of force majeure ceases.

The prevented party nevertheless remains responsible for the performance of obligations that are not affected by a case of force majeure and for any payment obligation.

16. End of Services

If the Customer does not wish to renew his Commitment, it must be denounced:

- by the Customer at the latest by giving a notice of 1 month before the expiry of the term of the Commitment, by sending a request to the Company at the contact details mentioned at the top of this document;

- by the Company, by sending an email to the Customer and respecting the above notice, by sending the Customer an email to the contact details mentioned in the Quotation.

The Customer and Users no longer have access to the Application as of the end of the Services.

Any Period started is due in full.

17. Penalties in case of non-compliance

Constitute essential obligations towards the Customer (the” Essential Obligations ”):

- payment of the price,

- do not create more User accesses than the limit provided for in the Quotation,

- not to provide erroneous, incomplete information to the Company and to request the Company's teams for the proper execution of these terms,

- respect the usual rules of politeness and courtesy in exchanges with the Company,

- not to use the Services for a third party,

- not to carry out illegal, fraudulent activities or activities that infringe the rights or security of third parties, the violation of public order or the violation of laws and regulations in force.

In the event of a breach of one of these Essential Obligations, the Company may:

- suspend or remove the Customer's access to the Services,

- remove any Content related to the breach,

- publish on the Application any information message that the Company considers useful,

- notify any competent authority, cooperate with it and provide it with all information useful in the investigation and suppression of illegal or illicit activities,

- take any legal action.

These sanctions are without prejudice to any damages that the Company may claim from the Customer.

In the event of a breach of any obligation other than an Essential Obligation, the Company will ask the Customer by any useful written means to remedy the breach within a maximum of 15 calendar days. The Services will end at the end of this period if the breach is not rectified.

The end of the Services results in the deletion of the Administrator Account and all User accesses.

18. Modification of the General Conditions

The Company may modify its General Terms and Conditions at any time and will inform the Customer by any written means (and in particular by email) 3 calendar months at least before they come into force.

The amended General Terms and Conditions are applicable when the Customer's Commitment is renewed.

If the Customer does not accept these changes, he must cancel his Commitment in accordance with the terms provided for in article “End of Services”. ‍

19. Language

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

20. Applicable law and competent jurisdictions

The General Conditions are governed by French law.

In the event of a dispute between the Customer and the Company, and in the absence of an amicable agreement within 2 months following the first notification, it will be subject to the exclusive jurisdiction of the competent courts.

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APPENDIX 1

Personal data

1. Description of the data processing carried out by the Company on behalf of the Customer‍