Last update : 07/04/2021

Digicoop is a software editor, owner of the Kantree solution, accessible through to the website www.kantree.io. Kantree is a platform dedicated to the definition and management of company processes and working time enabling members of an organisation to work efficiently on projects

Definitions

The following definitions are applicable to the entire T&Cs:

Unless circumstances request otherwise, definitions in the singular include the plural and vice versa.

Purpose of the T&Cs

The purpose of the T&Cs is to govern the modalities of access and use of the Software and to define the rights and obligations of the Organisation, Digicoop and Users in relation to the use of the Software. The T&Cs are concluded between Digicoop and the Organisation on the one hand and with each User on the other hand.

As an essential and determining condition under which Digicoop would have not entered into the T&Cs, it is stated that the use of the Software and the conclusion of the T&Cs is exclusively reserved to professionals, to the exclusion of consumers and/or any person not acting for professional purposes.

Acceptance and modification of the T&Cs

Acceptance of the T&Cs

When creating an Owner Account, any person authorised to represent the Organisation must read the T&Cs and materialise its consent to the T&Cs, by ticking, as the case may be, the corresponding box appearing in the Software.

Any physical person in charge of the creation of an Owner Account guarantees having the power and the legal capacity to create the Account and more broadly to legally and contractually bind the Organisation.

The Owner acknowledges and agrees that the acceptance of the T&Cs materialise the formation of the agreement binding the Organisation and Digicoop and each User acknowledges and agrees that the use of the Software entails the full acceptance of the T&Cs.

The T&Cs are made available to the availability of the Organisation and the Users in conditions allowing the permanent accessibility and use on the website www.kantree.io.

Modification of the T&Cs

In case of modification of the T&Cs for any reason (for instance, following substantial modifications in the functioning of the Software requiring their modification), the Organisation, the Users will be informed by email of the modifications 15 days before the entry into force of the new version of the T&Cs.

At the end of this delay and except if they expressly demonstrated their will to terminate the T&Cs under the terms of article 9, the Organisation and the Users shall be deemed to have accepted the new version of the T&Cs.

Access, use and security

Each User is responsible for the access and use of the Software and must use it in a strictly personal manner in accordance with the terms of the T&Cs and to the benefit of the Organisation.

Except in the event of a technical failure attributable to Digicoop, or in the event of force majeure, each User is liable for the confidentiality and the security of its login information as well as any data filled in the Software. It is highly recommended that the User changes its password at regular intervals, and use a secured password, while avoiding easily identifiable combinations as well as using the double factor authentication mechanism made available by Digicoop in the Software. Digicoop can impose an expiration date to Users’ password after which they will be invited to proceed to a modification of their password.

If any User has reasons to believe that its login information was lost, stolen, diverted or compromised in any manner, or in case of an unauthorised use of the Software, Users must immediately notify Digicoop by email at contact@kantree.io. In the absence of such notification, any use of the Software will be deemed having been done by the user and the Organisation shall be liable for it (for instance, the acquisition of a Subscription or the addition of an Account or a Slot).

In such a situation and/or in the presence of a potential or proven threat to the security or confidentiality of the Organisation’s Data or the operation of the Software, the User must immediately notify Digicoop to take all appropriate measure to prevent any unauthorised access (for example, reset the password or the login or suspend access to the Software).

Functionalities of the Software

Creation and functioning of the Accounts

Following the creation of an Owner Account, the Owner can attribute Slots and invite the person of his/her choice to create an Account or collaborate on the Software. The administrators may also invite any person to create an Account.

Once invited, each user undertakes to provide all the necessary information and guarantees that the information provided is accurate and are not tainted with any equivocal character. The User undertakes to immediately update the information appearing on the Account in case of a change of such modification.

The Organisation guarantees to Digicoop that each user having an Account or invited to use the Software has been duly authorized by the Organisation. More specifically, the Organisation guarantees that each user has a mandate to act in the name and on behalf of and/or the appropriate authorisations to legally bind the Organisation and/or to record a User as such.

When creating the Account, the User chooses a pseudonym enabling its authentication on the Organisation page and a password that will enable to login. Following this registration process, the User will receive an email confirming the creation of the Account and/or its authorisation to use the Software.

Functionalities of project management and definition of corporate processes

The functionalities of the Software enable Users to manage projects and the Organisation to define corporate processes and methods enabling in particular the facilitation and fostering of innovation.

Each user has different rights adapted to its status, enabling more or less important interactions in the Software. The role of each Users is defined in the Software and may change at any moment. As an example, only the Owner may manage payment data of the Organisation and the Administrator only may add or delete Users.

Users are solely liable for the use of the functionalities and in particular the authorisations, which depend of internal rules of the Organisation and on which Digicoop has no influence over.

Financial terms and billing

Trial period

Before purchasing a Subscription, the Organisation may access and use the Software freely, for a trial period the duration of which is indicated in the Software. During this period, all the terms of the T&Cs shall be applicable and Digicoop may interrupt the access and use of the Software at any time and for any motivation.

Billing and payment

The Organisation must pay the price of the Subscription purchased in the Software and according to the terms of such Subscription, as described in the Software and in the T&Cs.

The price of the Subscription is billed according to (i) annual or monthly Subscription periods starting at the beginning date of the Subscription and at each corresponding annual or monthly anniversary and (ii) the number of Slots attributed to the Organisation according to the choice of the Owner.

The billing of Slots according to the number of Users may be dealt with the following two systems in the Software: manually or automatically, according to the choice of the Owner.

As to the billing of Slots according to one of these possibilities, (i) any addition of a Slot is immediately recorded, and the Organisation will be billed pro rata according to the remaining time corresponding to the Subscription period (annual or monthly) and (ii) any reduction in the number of Slots is recorded only at the end of the corresponding Subscription period and the Organisation shall be billed of the same number of Slots until this date (e.g. until the end of the month).

It is expressly stated that in case of an annual Subscription, any diminution of the number of Slots can only be taken into account at the end of a one-year period.

The Organisation and in particular the Owner understand and accept that no repayment may be claimed in case of modification of the number of Users, any sum paid to Digicoop for a Subscription is due without any possibility of restitution or credit mechanism.

Payment delay

In the event of non-payment of an invoice on its due date, any sum due for a Subscription will bear interest at a rate equal to three (3) times the legal interest rate, as from the first working day of delay, without the need to send a formal notice or notify the Organisation or the Users in any way, upon presentation of a bill by Digicoop. These penalties will be increased by a flat-rate recovery indemnity of forty (40) euros per unpaid debt.

User Obligations

Obligations applicable to every User

Each user expressly undertakes to:

Users acknowledge and agree that the following acts are strictly forbidden: (i) any conduct that may interrupt, suspend, slow down, or impede the continuity of the Software or the API, (ii) the publication of illicit contents (for example, pornographic contents or contents violating an intellectual property right), (iii) any intrusion or attempt to intrude in Digicoop’ computer systems, (iv) any action that may impose a disproportionate burden on Digicoop’ digital infrastructures, (v) any violation of security and authentication measures, (vi) any act that may damage Digicoop’ financial, commercial or moral rights and interests, (vii) the creation of a program or a derivative work from the Software or the API, in particular to develop or connect a similar or competing product, or in relation with malwares; and (viii) more generally any practice distorting the Software or the API to other purposes than the ones for which it was conceived and any bypass of security and authentication measures.

Obligations of the Owner

The Owner shall:

Obligations of the Administrator

The Administrator shall:

Digicoop Obligations

Accessibility and availability of the Software

Digicoop shall make the Software available to the Organisation and to make its best efforts in order to ensure the availability and the functioning of the Services twenty-four (24) hours a day and seven (7) days a week except in cases of force majeure or in case of unforeseeable and unpredictable behaviour of a third-party and subject to potential breakdowns, update and maintenance operations necessary to the proper functioning of the Software. Because of the peculiarities of the Internet network and the telecommunication networks, Digicoop cannot ensure a permanent availability of the Software.

In case of a dysfunction or an anomaly affecting the proper functioning of the Software or the API, Digicoop shall make its best efforts to restore the situation.

Maintenance of the Software and assistance of the Users

Digicoop makes available to Users a support service to answer questions and provide assistance in case of difficulties. For questions or requests for information in relation to the Software or the API, Users may contact Digicoop by sending an email to the following address: support@kantree.io or by using the corresponding functionality in the Software.

Requests for assistance must be formulated from Monday to Friday, between 9am à 6pm. Upon reception by Digicoop of the request for assistance detailing the technical issue, Digicoop will address to the User an acknowledgement of receipt and will provide, starting from the sending of the acknowledgement of receipt, assistance within a reasonable delay according to the complexity and the number of requests.

Digicoop shall ensure the maintenance of the Software, and make reasonable efforts, in the context of an obligation of means, to solve potential incidents that may affect them. General maintenance operations will be announced at any time and by any means (e.g. through the Twitter account related to the Software). In case of a maintenance operation affecting the Software for a duration exceeding one hour, Users may be informed within a reasonable timeframe before the operation and in a specific way, by email or any other dedicated mean.

Duration, suspension and termination

Duration

The T&Cs are concluded for the duration determined by the Subscription and shall renew for the subscribed period according to the terms of the Subscription.

Suspension

Access to the Software and the API by a User or the Organisation may be suspended at any time and without notice in particular in the following situations:

Suspension of the access of the Software or the API is without prejudice of payment obligations according to the Subscription and the agreed commercial terms.

Access to the Software may be restored within a reasonable time and in any event in less than 7 days when the cause of the suspension shall have ceased and/or following an inquiry period where the alleged breaches would have been discussed between the Parties. If access is not restored, the T&Cs will be terminated.

As the case may be, Digicoop may prevent access to the Software of a specific person, in particular following multiple or material breaches of the T&Cs.

Termination according to the terms of the Subscription

The T&Cs may be terminated by the Organisation according to the terms agreed according to the Subscription and through the functionalities of the Software. Any termination before the end of the chosen Subscription period by the Organisation shall not give rise to any reimbursement.

Termination of the T&Cs shall be effective only at the end of the subscribed period according to the Subscription. As an example, in case of an annual subscription, the T&Cs shall be terminated only at the end of a one-year period starting from the initial subscription according to the Subscription.

Termination for repeated or material breaches to the T&Cs

The T&Cs may be terminated ipso facto at any time by Digicoop or the Organisation in case of multiples and/or serious breaches to the T&Cs.

As an example, the following breaches shall be considered as material (non-exhaustive list):

Consequences of termination

Term or termination of the T&Cs entails the end of access to the Accounts, the Software and the Organisation’s Data.

The Organisation acknowledges and agrees that it is solely responsible to use the Software’s functionalities to export the Organisation’s Data before interruption of the Access to the Software. If not, and subject to Digicoop’s express consent, the Parties may collaborate in order to ensure handling of the Organisation’s Data at the end or the termination of the T&Cs.

Liability

Digicoop’s liability

The Organisation and the Users acknowledge and agree that Digicoop’s role is that of a technical provider of digital services, so that Digicoop’s liability is strictly limited to the provision of the Software and according to the terms of the T&Cs.

In particular, it is expressly agreed between the Parties that:

In any event, in case where the liability of Digicoop may be demonstrated, for any reason and under any legal ground invoked or held, for all types of damages combined or cumulated, Digicoop’s liability will be expressly limited and will not exceed 80% of the total amount paid by the Organisation to Digicoop for the annual period of the ongoing Subscription.

If one year has not elapsed, the total amount for the calculation of the liability cap shall be calculated according to the duration elapsed since the purchase of the Subscription (e.g. if a 9-month delay has elapsed starting from the purchase of the Subscription, Digicoop’s liability shall be expressly limited and shall not exceed 80% of the total amount paid by the Organisation for the past 9 months).

Liability of the Organisation

The Organisation guarantees the proper execution of the T&Cs by the Users and guarantees Digicoop, in the context of an obligation of result, compliance, by the Users, with all provisions of the T&Cs.

The Organisations acknowledges and agrees that it is solely liable for the use of the Accounts, the Software and the API by the Users or any third-party. In this respect, the Organisation accepts and undertakes to bear all the consequences, including financial, legal or material which may stem from their use of the Software and acknowledges and agrees that it cannot invoked the User’s liability in order to evade of its own liability in the context of the access and the use of the Software.

Personal data

Personal date of the Users

Personal data of the Users of the Software for which Digicoop is a controller under regulations applicable to the protection of personal data are processed according to Digicoop’s privacy policy available at the following address : https://kantree.io/privacy.

Personal data contained in the Organisation’s Data

Personal data contained in the Organisation’s Data for which Digicoop is a processor under regulations applicable to the protection of personal data are subject to the data protection agreement available at the following address : https://kantree.io/privacy/dpa.

Intellectual property

The Software, the API and each element of it, in particular but not limited to, the brand “Kantree” registered at the French National Institute for Intellectual Property, the Software, the documentation related to the Software and the API, the sequences of functionalities of the Software, the structures, the computer code, the contents of any nature (texts, images, visuals, logos, brands…) operated by Digicoop are protected by all applicable intellectual property rights.

The Organisation and the Users acknowledge and agree that the Software, the API and each element of it, including the associated intellectual property rights, are the exclusive property of Digicoop. Any reproduction or representation, in part or in full, of the Software, the API and each element of it, without the express authorization of Digicoop, is strictly forbidden. The T&Cs do not operate any transfer of intellectual property rights to the benefit of the Organisation, the User or a third-party.

In particular, the Organisation acknowledges that Digicoop is the sole creator of the Software and the sole owner of the author rights on the Software and the API. Access and use of the Software by the Users does not involve any transfer of intellectual property rights, nor any licence to use the Software, the access and the use of which being strictly limited to the provisions of the T&Cs.

The Organisation and the Users must not, unless with the prior and written approval of Digicoop, use, reproduce, adapt, modify, create derivative works, distribute, concede a licence on, sell, transfer, present publicly, transmit, broadcast or exploit in any manner the Software, the API or each element of it.

Miscellaneous

Nullity

If any provision of the T&Cs is held invalid or void by a modification of legislation, regulation or by a court decision, the remainder of the T&Cs will not be affected thereby as well as the duty to comply with the T&Cs.

Commercial reference

Unless otherwise agreed expressed by any means (e.g. by email), Digicoop and the Organisation agree to mention the broad lines of their partnership on any means of communication, in particular commercial medium and their websites. The Organisation expressly authorizes Digicoop to use the logo of the Organisation in order to enable Digicoop to present its services.

Transfer of the T&Cs

The Organisation may not assign or transfer the T&Cs to a third party without the prior written consent of Digicoop.

In the event of (i) a merger by formation of a new company, contribution, partial contribution of assets, merger by acquisition, asset spin-off, or any other operation entailing a universal transfer of Digicoop’ assets or (ii) any operation entailing a direct or indirect change of control affecting Digicoop, the contractual relations will persist without it being necessary to inform or obtain the consent of the Organisation .

Non-renunciation

The failure of either Party to demand strict performance of any of the terms of the T&Cs, permanently or temporarily, may not be understood as a renunciation of the right to assert any of such terms.

Language of the T&Cs

The T&Cs are written in French, sole language of reference in case of a dispute. Should these T&Cs be translated, it is expressly agreed between the Parties that such translation is of pure convenience and has no legal effect, in particular as to the interpretation of the T&Cs or the common intention of the Parties.

Choice of law and competent courts

The T&Cs are governed by and interpreted according to French laws.

Any conflict or dispute related to the validity, the interpretation, performance, and/or termination of the T&Cs must be submitted to the exclusive jurisdiction of the Commercial Court of Paris, France.