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General Terms of Services

Last updated on 26/04/2024

1-Preamble

  1. These general terms and conditions of Services (”CGS“) apply in their entirety as of 14/04/2022. They are written in French in their original version which alone is authentic, taking precedence over any other version translated into a foreign language, and prevail over any general conditions or any other document issued by the Partner, regardless of the terms.
  2. These CGS apply to all Services (as this term is defined below) by GRIMP, a simplified joint stock company with a capital of €1190.20, having its registered office located at 3 Allée des Douglas 56610 Arradon, 894 974 450 RCS Vannes and/or by one of its affiliates (defined as any person who, directly or indirectly, is controlled by, or is under the common control of the Company within the meaning of Article L. 233-3 of the Partner Code.) (the”Society” or “Grimp”) exclusively granted for the needs of the activity of professionals (” Partner ”) (together, the Company and the Partner hereinafter referred to as the” Parties ” or separately a” Party ”).
  3. The Services listed in the Commercial Contract allow users to effectively and simply manage their access to employment through functionalities for organizing applications.
  4. Catalogs, technical, advertising and commercial documents are not contractual in nature.
  5. These CGS are made available to the Partner who requests them, as referred to in article L. 441-1, II of the Commercial Code. This communication is carried out by any means and constitutes a durable medium.
  6. The Partner declares to have accepted these CGS in their entirety before any purchase of Services. Any other condition in contradiction with these terms and conditions will only be taken into account if they have been accepted expressly and in writing by the Company. These CGS, which can be updated periodically, cancel and replace the previous general conditions. The Partner must therefore ensure before placing an order that the general conditions that he holds constitute the latest edition.
  7. If any provision of any Contract arising hereunder is declared void by a Court or any other administration or authority, such decision will in no way affect the validity of the remaining provisions.
  8. The fact of not exercising, at any time, a prerogative recognized by these GCS, or of not requiring the execution of any stipulation of the agreement resulting from these conditions may in no way be interpreted, neither as a modification of the Contract, nor as an express or tacit renunciation of the right to exercise said prerogative in the future, or of the right to require the scrupulous execution of commitments.

2-Definitions

Terms beginning with a capital letter in the Contract, whether used in the singular or plural, will have the meaning given to them below.

  • Administrator : refers to the Company's contact person authorized to manage the use of the Services on behalf of the Partner, in particular by assigning access rights to Learners.
  • Anomaly : refers to any anomaly, bug, failure, failure, incident, incident, failure, failure, malfunction, error or blocking of any severity whatsoever, disrupting or interrupting the delivery of the Service.
  • Blocking anomaly : refers to any Anomaly that, individually or cumulatively with others, completely interrupts the delivery of the Service.
  • Major anomaly : refers to any Anomaly that, individually or cumulatively with others, completely interrupts access to a non-essential functionality or that seriously disrupts the critical functionalities of the Services.
  • Minor anomaly : refers to any Anomaly that disrupts without interrupting the delivery of the Service.
  • Learner : refers to any person authorized to access the Company's software solution offered in SaaS mode Data : refers, in this Agreement, to data of any type (information, structured or unstructured data, etc.), belonging to the Partner and that it makes available to the Company solely as part of the processing implemented by the Software. This Data is and remains the property of the Partner.
  • Software (as a service): also called” SaaS “or” Software as a Service “or” Software “in this Agreement: refers to software provided through a subscription. Intended to evolve, the term Software refers both to the first version of the Software and to all subsequent versions and associated documentation.
  • Corrective Maintenance : refers to the updating of the Software in order to correct in particular the Anomalies encountered during the term of the Contract.
  • Specific maintenance : refers to the updating of customizations made on behalf of the Partner in order to correct the Anomalies encountered during the term of the Contract.
  • Means of authentication : refers to the process specific to each user allowing him secure and personal access to the Software. The means of authentication, as well as how to use them and to ensure all the required confidentiality, are described in the Appendix “means of authentication” (e.g. login ID/password) of the Commercial Contract.
  • Services : refers to all the Services in SaaS mode offered by Grimp, allowing the Partner and its Learners to use the granted license and the Software. The Services are detailed in the Commercial Contract.

3-Contractual documents

  1. The following documents form an integral part of the Contract (” Contractual documents ”), in the following order of decreasing priority:
    • the CGS,
    • the estimate, if applicable,
    • the Commercial Contract and its annexes (hereinafter” The Commercial Contract ”), as well as any other document and technical information communicated prior to the formation of the Contract and accepted by the Parties,
    • the endorsements,
    • the annexes,
    • any documents of the Company completing these GCS and in particular the instructions for using the Products and Services,
    • the bills.
  2. Any document other than the Contractual Documents, the Contract and its amendments has only indicative value.

4-Formation and acceptance of the contract

  1. The contract will not be validly formed (hereinafter the” contract ”) only as of the acceptance by the Company of all Contractual Documents, formalized by sending a written document.
  2. Unless otherwise stipulated in writing accepted by the Company, the Contract necessarily relates to the CGS, the quotation, the Commercial Contract, signed and accepted by the Partner. The quotation defines in particular the studies and characteristics relating to the Services that will be carried out by the Company, as well as any information communicated by the Partner when expressing its needs, the destination and the use of the Services.
  3. The signing of the Contract fixes the Partner's consent in an irrevocable and unconditional manner. Any modification or cancellation of the Contract by the Partner will only be taken into account if it has been accepted in writing by the Company.
  4. In the event of cancellation of the Contract and accepted by the Company, any deposits paid will remain with the Company, without prejudice to any claim for compensation by the Company for all expenses incurred (in particular equipment, study costs, labor and supply costs, labor and supply costs, tools, supplies, tools, supplies, tools, supplies, tools, transport, transport, travel expenses, accommodation, catering, etc.) and for any direct or indirect damages that result.

5-Grimp's raison d'être

  1. Grimp's main aim is the search for social utility through access to employment.
  2. Grimp's raison d'être is to make employment accessible to everyone.
  3. This raison d'être is expressed in Grimp's desire:
    • To provide, through its activity and its solutions, increased accessibility to employment by its own actors, in particular schools, in order to fight, in addition, against unemployment and social and professional precariousness;
    • To promote inclusive recruitment and participate in social, economic and environmental progress;
    • To contribute to the fight against health, social, economic and cultural exclusions and inequalities through better employability and greater professional integration into qualified professions;
    • To contribute to international solidarity;
    • To have a positive and significant societal and environmental impact in the context of its commercial and operational activities;
    • To promote sustained, shared and sustainable economic growth, full and productive employment and decent work for all;
    • To promote the social cohesion of territories.

6-Duration

  1. Subject to the provisions of the Commercial Contract, the duration of operation of the Service by the Partner will be 12 months from the signing of the Contract.
  2. At the end of the initial term, the CGS are renewed tacitly for a period of twelve (12) months giving rise to a new subscription date on the current date, unless terminated by one or other of the Parties subject to compliance with a notice period of one (1) month.
  3. The Company also reserves the right to immediately suspend or terminate the Service in the event of non-payment by the Partner, within fifteen (15) days following the sending of a formal notice to pay that has remained without effect.
  4. The Company reserves the right to modify the Service subject to informing the Partner within a reasonable period of time. In the event that this modification is the result of the law or regulations in force, no notice must be respected by the Company.
  5. No compensation may be granted to the Partner for such modification or deletion of any part of the Service, whether or not it is imposed by the law or regulations in force.
  6. Upon the expiration of this Agreement or any service provided under this Agreement, the Partner must cease all access to the Software and/or use of the Service and must immediately destroy or return any copies and/or reproductions of data in its possession, and certify this to the Company in writing.
  7. The expiration or termination of this Agreement or any Service will not release the Partner from its obligations to pay all remaining royalties due to the Company.

7-The description of the services

  1. As part of its raison d'être, GRIMP has developed Services whose objective is to enable its Partners to optimize and promote the professional integration of their Learners through a digital solution in SaaS mode for career management. SaaS Software makes it possible to offer a number of services on demand and offers great flexibility for Partners and Learners.
  2. These Services are listed in the Commercial Contract signed between the Parties.
  3. These Services may change and it is the Partner's responsibility to keep up to date with the evolution of Grimp's offer.

8-The license of use

  1. Grimp grants the Partner a personal, non-exclusive, non-transferable and non-transferable right to use the Services through its Software in SaaS mode, throughout the term of the Contract and for the entire world.
  2. The Partner may only use the Services in accordance with its needs and their documentation.
  3. In particular, the license relating to the Solutions is granted only for the sole purpose of allowing the Partner to use the Services, to the exclusion of any other purpose. The right of use means the right to represent and implement the Services in accordance with their destination, in SaaS mode via a connection to an electronic communications network. The Partner may under no circumstances make the Solutions available to a third party, and is strictly prohibited from any other use, in particular any adaptation, modification, translation, arrangement, distribution, decompilation, without this list being exhaustive.
  4. The Software will only be used for the internal needs of the Partner and the Partner's authorized Learners, within the limit of the number of Authorized Learners referred to in the Commercial Agreement.
  5. The Partner must ensure that only authorized Learners have access to the Software.
  6. Any additional license requested by the Partner will be subject to additional remuneration provided for in the Commercial Contract, evaluated according to the rights granted to the Partner.
  7. The documentation, Data (images, information, logos, etc.) possibly provided by the Company as part of accessing the Software and during the sole use of the Software, as well as the various graphical user interface screens, are and remain the sole and exclusive property of the Company and/or its assigns.
  8. Apart from the strict framework of the license provided by this contract, the Partner expressly agrees not to reproduce, represent or make any use of them without the prior written consent of the Company.
  9. The Company makes the Software available, maintains it and provides all associated technical capabilities. The Company makes every effort to ensure the uninterrupted availability of the Software, as far as possible. Temporary interruptions in the availability of the Software or occasional errors in its use may occur due to Maintenance work, for security reasons or for reasons beyond the control of the Company (e.g. in the event of a power outage or interruption of the public communication network). Maintenance work is essential, for example, to improve the functionalities of the Software and related Services for the benefit of both the Partner and the Learners.

9-Service levels

  1. The framework of the Services provided, and in particular the limits of use (bandwidth, data processing volume, etc.) are indicated in Appendix 1 Level of Services offered.
  2. The Partner acknowledges having chosen with full knowledge of the facts the Level of Service that it wished to subscribe to and is solely responsible for the consequences in terms of performance or adequacy to its needs that this level of services entails.
  3. The Partner is invited to regularly study the other Levels of Services offered by the Company so that it can subscribe to the offer that is most suited to its actual consumption.
  4. The Company shall make commercially reasonable efforts, taking into account commercial practices, to implement any means in its possession in order to comply with the provisions of this Agreement, in accordance with the professional standards applicable for similar services.
  5. As such, the Company is bound by a general obligation of best efforts.
  6. In particular, Grimp undertakes to ensure the Service Levels described in Appendix 1 hereof (scheduled unavailability in the case of maintenance operations and not scheduled, maximum rate of unavailability of the Software, measurement of this rate, measurement of this rate, access time, possible backup conditions, etc.).
  7. Grimp also undertakes to report to the Partner any event of which it is aware and which could compromise the proper execution of this Agreement.
  8. The commitments of the Company only concern the Software provided by the Company and which allows the provision of Services to the Partner.
  9. The Company cannot be held responsible for malfunctions whose origin is linked, directly or indirectly, to an information system other than its own, and in particular that of the Partner.
  10. By using the Software and its Services, the Partner agrees to follow the instructions of the Company necessary for the provision or improvement of the Software and the Services provided. In addition, the Partner confirms that it is a company duly registered with the competent national authorities, in accordance with the applicable national legislation. The Partner will immediately inform the Company if this registration is no longer valid for any reason whatsoever.
  11. In its ongoing quest for quality, the Company provides assistance to Learners, Minor or Major Corrective Maintenance and Specific Maintenance services.
  12. In any event, it is the Partner's responsibility to take all appropriate precautions to deal with a possible malfunction of the Software during its use, in particular by setting up a prior backup of the processed data and regular checks of the results.
  13. The Partner undertakes to use the Services and the Software in a way that does not violate any law or regulation, not to have the Software or Services process illicit data and will guarantee the Service Provider against any recourse to these facts.
  14. The Partner will thus assume any responsibility, loss, costs, costs, costs, costs, damages, and attorneys' fees that may result from such uses.

10-Opening partner accesses

  1. After signing the Contract, the Partner will receive the instructions, as well as the Means of Authentication allowing him to access the Software. Thus, this reception will take place by email, the date of supply of these being deemed to be the date of delivery of the service ordered.
  2. Once the Means of Authentication have been issued, the Company is no longer responsible for the security and preservation of these Means of Authentication. In the event that the Authentication Method consists of an identification/password pair, the Partner is invited to change the password immediately and to replace it with a password that complies with the basic security rules (presence of letters, numbers, special characters, etc.) as specified in the “means of authentication” Appendix to the Commercial Contract.
  3. The Means of Authentication are intended to reserve access to the Services covered by the Contract to the Partner's Learners, to protect the integrity and availability of the Services, as well as the integrity, availability and confidentiality of the Partner Data as transmitted by the Learners.
  4. The Partner, and its Learners, will use this right of access alone. He can connect at any time — with the exception of Corrective or Specific Maintenance periods —, namely: As part of the use of the Services, the Administrator may have the possibility of creating new Learner accesses.
    • 24 hours a day,
    • 7 days a week, - including Sundays and public holidays,
    • with the assistance of the Company's technical teams.

Access is provided:

  • from the Partner's computers.
  • from any computer of the Nomad Partner;
  • from the Partner's Learners' computers;
  • using the Authentication Means provided to the Partner.

5. These Learner accesses are invoiced as soon as they are activated, according to the pricing conditions in force and stipulated in the Commercial Contract.

  1. The Company has no responsibility for the execution of the Contract between the Partner and its Learner. The Company does not have a direct contractual relationship with the Partner's Learners.
  2. As a result, the Partner is solely responsible for distributing access to Learners and for the rights it grants to these Learners on the Software and its Services.
  3. Any access made by a Learner will be deemed to have been made by the Partner.
  4. In particular, any access by an Administrator or a simple Learner to requests for the activation of new Services or new accounts will be deemed to come from the Partner and will be automatically invoiced to him according to the pricing conditions in force and stipulated in the Commercial Contract.
  5. Learners may be students, employees or service providers or other external collaborators, but, in any event, the Partner will be solely and exclusively responsible to the Company for the actions of these Learners that it has authorized under this Agreement, regardless of the type of contractual or non-existing relationship between the Partner and its Learners.

11-Safety

  1. The Partner is, in any event, solely responsible for the use, conservation and confidentiality of the Means of Authentication that it has entrusted to its staff and employees and which allow access to Learners.
  2. In this respect, Grimp reminds the Partner that it must implement an adapted information system security policy with comprehensive application guidelines and that it is its responsibility to train its personnel in the rules of the art in terms of information system security.
  3. In the event of a security alert that may suggest piracy, fraudulent access or any attack on the Company's information system, the Company may suspend all or part of the access, at its discretion, immediately and without notice. This interruption does not entitle the Partner to any compensation.
  4. However, the Company must communicate to the Partner the exact causes and details of this security alert as soon as possible and in any event within forty-eight (48) hours following them.

On this occasion, the Company undertakes to provide all useful information to the Partner, in particular allowing it to respond to requests from its own Learners, regulators or State authorities concerning the security alert of which it may have indirectly been a victim.

  1. In the event of a security alert concerning access to all or part of the Partner's information processed by the Software, the Company undertakes to notify the Partner in detail within forty-eight (48) hours following the alert so that the latter can comply with its contractual and/or legal obligations.
  2. As a result, the Company undertakes to comply with all the requirements concerning the security of the Software and Services indicated in Appendix 1 hereof.

12- Financial conditions

  1. Grimp sends the partner an annual invoice, if applicable subject to VAT, in an amount equal to all the services provided for the partner by the company and defined in the commercial contract or quotation.
  2. The invoices for the Services are drawn up by the Company and sent to the Partner's accounting department in one (1) single copy, as soon as the Services are approved. The invoice will include all the information necessary, as far as is reasonable, to allow the Partner to verify the invoiced amount.
  3. Annually, the Company is authorized to charge the Partner administrative fees determined by the Company to cover the costs associated with registering and maintaining the Partner on the Software.
  4. The Company will keep all invoices, payment confirmations and credit notes from the Partner and available to the Partner upon first request. The Company may keep this data for a period of at least 5 years, or any other period decided by the Company, for fiscal and accounting purposes in accordance with current legislation.
  5. The Company reserves the right to adjust the amount of its Services annually. The adjustment will reflect current market conditions. The Partner will be informed at least 30 calendar days in advance of the change in the amount of the Services, the Partner may then decide to terminate these GCS with a notice of 30 calendar days.
  6. The Partner is solely responsible for its legal obligations, which include compliance with its accounting, fiscal and VAT obligations. The Company declines all responsibility in this regard. The Partner remains fully responsible for its billing obligations and their consequences in terms of VAT. He will not be able to argue that the Company has failed or delayed in drawing up invoices in order to avoid the obligation to declare the tax collected when it was due. Likewise, he remains liable for the VAT due, where applicable, pursuant to article 283-3 of the CGSI, when this was incorrectly invoiced.
  7. The Company may amend, modify or restructure the payment procedure for Partners if it considers it necessary.
  8. The Company reserves the right to suspend the Service until receipt of payment of the amounts due by the Partner.

13-Partner data protection - personal data

  1. The Company undertakes to respect the commitments provided for in this article and to ensure that their terms are respected by its permanent or non-permanent staff and any subcontractors, in particular by passing on to them commitments similar to those provided for below.
  2. The Parties undertake to collect and process all personal data in accordance with any regulations in force applicable to the processing of such data, and in particular with the amended law No. 78-17 of January 6, 1978, known as “Informatique et Libertés”.
  3. Under this law, the Partner is responsible for the processing carried out under the contract and for personal data by the Software and/or the Services offered by the Company.
  4. For its part, the Company is directly responsible for any action by its subcontractors that does not comply with the state of the art or regulations in this area.
  5. The Company undertakes not to exploit or use, not to make copies and not to create files of the Partner's data for its own needs or on behalf of third parties.
  6. Without specific and prior authorization from the Partner, the Company undertakes to never take note of the data.
  7. At the request of the Partner, the Company undertakes to specify at all times the geographical locations of processing, storage and transit of the data that will be used to provide the Services to the Partner so that it can comply with the applicable legal requirements.
  8. Likewise, the Company is committed to:
  • implement its best efforts, on its behalf as well as on behalf of and on behalf of its possible subcontractors, to collaborate and help the Partner, in particular by giving it all useful information in order to enable it to comply with legal requirements or regulators concerning the protection of personal data, or by organizing the establishment, where appropriate, of the rights of access, correction, etc., recognized to the Partner's Learners;
  • take all necessary measures to protect the security and confidentiality of data and personal data, in particular in the event of processing, saving, archiving or transfer to countries outside the framework of the European Union and which would not be considered to have “adequate” protection in terms of personal data according to an official decision of the European Commission.
  • If the subcontractor is located in countries outside the European Union that do not have an adequate level of protection, the Company undertakes to ensure that the subcontractor adheres in particular to all the provisions of this Article and to the contractual clauses for the transfer of Personal Data to subcontractors established in third countries (Regulation (EU) 2016/679 of third countries (Regulation (EU) 2016/679 of 27 April 2016), by signing a “Specific Contract relating to the transfer of Personal Data to subcontractors established in third countries” (Regulation (EU) 2016/679 of 27 April 2016), by signing a “Specific Contract relating to the transfer of Personal Data to subcontractors established in third countries” (Regulation (EU) 2016/679 of 27 April 2016), by signing a “Specific Contract relating to the transfer of Personal Data to subcontractors established in third countries” (Regulation (EU) 2016/679 of 27 April 2016). European Union and not benefiting from a level of adequate protection”, a model of which will be sent by the Partner.

9. This contract will be signed in a tripartite manner between the Partner (data controller), the Company (data exporter) and the EU subcontractor (data importer).

10. The transfer of personal data to the subcontractor is strictly prohibited until the signature of said specific contract.

14-Intellectual property

  1. The Company guarantees that it has all the intellectual property rights on the Software and all its components such as user manuals, graphical interface screens and additional content that may be provided to optimize its use (images, data, etc.) necessary for the license of use provided for in this contract.
  2. The Company and its possible beneficiaries maintain the intellectual property of the Software, and all its components such as user manuals, graphical interface screens and additional content that may be provided to optimize its use (images, data, etc.).
  3. The grant of the right to use the Software and these additional elements provided for in this contract does not involve the transfer of any ownership rights.
  4. The Partner undertakes not to directly or indirectly infringe the rights of the Company or its possible beneficiaries. The Partner undertakes to take, with respect to authorized Learners and any external person who has access to the Software, all necessary measures to ensure secrecy and respect for the right of ownership of said Software, its components and any additional content provided to optimize its use (images, data, etc.).
  5. In particular, the Partner undertakes to take all measures to ensure that its staff does not keep documentation or reproduction of these elements outside the strict framework of their use.
  6. In the event of an attempt to challenge the rights of the Company by a third party directed against the Partner, the latter must immediately notify the Company and file any protest against the seizure in order to make known the property rights in question.

15-Eviction guarantee

  1. The Company guarantees the Partner against any action, claim or complaint based on the fact that the use of the Software by the Partner, under this Agreement, infringes in France any license, copyright, trademark, trade secret or any other property right owned by a third party (“Claim”) and assumes any liability, loss, costs, costs, damages, fees and attorneys' fees that may result from such a claim.
  2. The Company's obligations under this article are subject to the following cumulative conditions:
    • The Company must be notified immediately in writing by the Partner of any claim;
    • The Partner must give the Company, expressly, full authority to conduct the defense against any claim and negotiations to obtain a settlement or compromise;
    • The Partner must provide the Company with any assistance necessary to defend itself against the claim;
    • The claim must not have been caused by acts not authorized under this Agreement or by the misconduct of the Partner or a third party acting on behalf of the Partner.
  3. If the Software is the subject of a claim, Grimp may decide, at its expense, to replace or modify the Software (in whole or in part) that is the subject of the claim in such a way that the Software maintains its functionality, no longer infringes the alleged rights and that Services identical to those previously provided are provided by the Company.
  4. The guarantees granted to the Partner under this article are exclusive of any other legal or contractual warranty, express or implied.

Reversibility

In the event of the termination of the contractual relationship, regardless of the cause, the Partner is solely responsible for the export and recovery of its data before the effective date of the end of the contract. During the term of the contract, the Company provides the Partner with tools allowing it to export its data independently and in a readable standard format. No data recovery or data recovery service will be offered after the end of the contract, except reactivation of the subscription or subscription to a specific temporary reopening service, the terms and rates of which will be determined by the Company at the time of the request.

After the termination of the contractual relationship, the Company no longer guarantees access to the data and will proceed with their permanent deletion within a period in accordance with its legal obligations.

1-Responsibility

  1. Under this Agreement, and taking into account the nature of the Software in SaaS mode, the Company is bound by an obligation of means, in particular with regard to the availability of the Service.
  2. The Company's commitment relates to the conformity of the Service with the description of the Service, as it appears in the Contract, excluding the general or specific objectives of the Partner and any commercial results expected or expected by the Partner.
  3. The Partner is responsible for the adequacy of the Software to its needs.
  4. The Partner acknowledges having received from the Company all the information necessary to enable it to assess the suitability of the Software for its needs and undertakes to use it in accordance with this Agreement.
  5. The Company is not responsible for the Partner's data transmitted as part of the Services. It is also not responsible for any use of the Software by the Partner and/or one of its Learners that does not comply.
  6. The Company may in no way be held liable to the Partner and/or one of its Learners, for any reason whatsoever, for any indirect damages, whatever they may be, and in particular for any loss of data, commercial damage, loss of turnover or profit, loss of turnover or profit, loss of customers, loss of customers, loss of opportunity, in connection with or arising from the Software, from its operation, even if the Partner and/or one of its Learners has been notified of the possibility the occurrence of such loss or damage.
  7. If, however, a pecuniary sentence should be pronounced against the Company for any reason whatsoever, the award of damages may not exceed the sum actually received under this Contract.
  8. Each of the Parties undertakes to report to the other any event of which it is aware and which could compromise the proper execution of this contract.

2-Confidentiality

  1. Each Party undertakes to take all necessary precautions to maintain the confidentiality of the confidential information (“Confidential Information”) of the other party, such precautions must be at least equivalent to those taken by each of the parties to ensure the confidentiality of its own confidential information.
  2. At a minimum, regardless of its form, medium and medium, will be considered confidential information:
    • all of the Partner's data processed by the Company as part of the Services it offers;
    • information specifically indicated as such by either Party.
  3. Confidential Information is not considered to be (i) information held by a Party and of which it can prove that it was lawfully aware of it without restriction of use before receiving it from the other Party, (ii) information that has fallen into the public domain and (iii) information that has been communicated to it by a third party in good faith without this third party having required a confidentiality commitment to it.
  4. For the application of this clause, each of the Parties is responsible for its persons or for the Learners, if applicable, as well as for itself.
  5. This obligation will be valid for a period of three (3) years at the end of the Contract and will survive even after cancellation, termination or end of the Contract.
  6. In particular, each Party is prohibited from disclosing, to any natural or legal person, either directly or indirectly, the Confidential Information of which it would be aware under this Agreement and/or from reproducing and/or using it, both for its own account and for the account of third parties, for purposes other than those referred to in this Contract.
  7. At any time, at the written request of the other Party, either Party will return the Confidential Information or delete it permanently and effectively as soon as possible.

3-Transfer of the contract

  1. The Partner is prohibited, on the one hand, from assigning or transferring, for any reason and in any form whatsoever, for consideration or free of charge, its rights and obligations under the Contract to a third party and, on the other hand, from delegating or entrusting to a third party, the performance of all or part of its contractual obligations to a third party without having obtained the prior written consent of Grimp.
  2. The Company reserves the right to assign, delegate or transfer in any other way (in particular by means of a merger or contribution) its rights or obligations hereunder and/or to subcontract the obligations under this Agreement, in whole or in part, to any company belonging to its group and/or to any third party, after having previously informed the Partner.
  3. It is agreed between the Parties that the refusal by Grimp to consent to any assignment or transfer of the rights and obligations arising from the Contract will not entitle the Partner to any compensation of any kind whatsoever.

4-Insurance

  1. Grimp certifies that he is insured with a well-known solvent insurance company for all the liabilities he may incur under the contract.
  2. Grimp must provide the Partner with policies that cover the risks in question, as well as the regular payment of the corresponding premiums.
  3. He must also provide this certificate at the first request of the Partner.
  4. Grimp undertakes that the insurance policies are and remain valid for the duration of the Contract, and that nothing is done or omitted to be done that could render these policies ineffective and that none of these policies is subject to special or unusual terms or conditions.

5-Force majeure

  1. Force majeure (” Force Majeure ”), having regard to the obligations of the Company, refers to events that are unforeseeable, irresistible, external and independent of its will that it could not reasonably be required to foresee, insofar as their occurrence makes it impossible to perform its obligations under reasonable economic conditions.
  2. This will be the case, in particular, without this list being exhaustive, cases of war, riot, natural disaster, embargo, pandemic/epidemic, disruption of means of transport or communication routes, government acts (such as the implementation of health measures), fire, flood, flooding, severe weather, severe weather, changes in the regulations applicable to these CGS or to Products and Services, events likely to hinder the smooth running of the company intervening at the Company, its suppliers or its subcontractors (such as strikes, lockout, total or partial unemployment, shortage of raw materials, accident, machine failure, fire, flood, supply difficulties, interruption or delay in transport).
  3. Under no circumstances can the Company be held liable, its obligations being suspended, in the event of the occurrence of a Force Majeure event.
  4. In addition, the Party affected by the Force Majeure must act in good faith and notify the other Party, as soon as possible and by any means including electronic, of the occurrence of the Force Majeure and, as far as possible, provide it with a non-binding estimate of the extent and the estimated duration of its inability to perform its contractual obligations.
  5. The affected Party will make all commercially reasonable efforts to minimize and overcome the consequences of the Force Majeure and will keep the other Party informed, in good faith and to the extent of reason, of the extent and the expected duration of its inability to perform its contractual obligations under the Contract.
  6. In addition, if a reason for Force Majeure persists beyond a period of fifteen (15) calendar days from the notification of the Force Majeure, the Company may request the expiry of the Contract as of right, with immediate effect, without notice, without notice, after having notified the Partner by any means including electronic.
  7. No case of Force Majeure will allow the Partner to postpone the payment of the amounts due when the case of Force Majeure occurs.
  8. In the event of Force Majeure lasting more than thirty (30) days from the notification of the Force Majeure, each of the Parties will be entitled to terminate the Contract.

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Penal clause

In the event of a breach by the Partner of the obligations of the Contract, the Partner will be liable to the Company, as a penalty clause, for an amount equivalent to 10% of all amounts due or not due, due by the Partner.

1-Exclusion

If a Learner, or an employee of the Partner, engages in any inappropriate behavior, insults employees or other customers of the Company, violates Grimp's rules of conduct, or any other similar conduct, Grimp may (without prejudice to any other remedies available to it) notify the Partner. The Company may at its discretion exclude the Partner and/or its Learner from the software or suspend its registration.

2-Applicable law

Any question relating to these CGS or to the Contract, to their interpretation, execution and application, as well as to the sales they govern, which would not be dealt with by the contractual provisions, will be subject to the provisions of French law, excluding any international agreement.

3-Election of residence and competent jurisdiction

  1. The election of residence is made by the Company at its head office.
  2. In order to find a solution together to any dispute that may arise in the execution of this Agreement, the Parties agree to meet at the Company's premises or by videoconference or any other means of remote communication, within thirty (30) calendar days from the receipt of a registered letter with acknowledgement of receipt, notified by one of the two Parties. If at the end of a period of thirty (30) calendar days, the Parties were unable to agree on a compromise or a solution, the dispute would then be submitted to the judicial jurisdiction designated below.

In the absence of agreement between the Parties, any disputes relating to these GCS or to the Contract, to their interpretation, execution and application, as well as to the sales and services they regulate, or to the payment of the price, or differences of interpretation relating to the execution or termination of this Contract, the Parties agree to submit the exclusive jurisdiction to the Commercial Court of Nantes regardless of the place of performance of the Service, the method of payment accepted and even in a plurality of instances or Parties, of incidental requests or multiple defendants, warranty claims or summary proceedings

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Appendix 1

1-Level of services

Grimp.'s commitment in terms of service levels relates to the compliance of the Service, with the description of the Service, in accordance with the provisions of the Contract, excluding the general or specific objectives of the Partner and any commercial results expected or expected by the Partner.

2-Support chat

It is specified that the Partner will be able to benefit from the technical support of Software experts via its “Chat” module or by e-mail, accessible during working hours and helping to solve the problems that the Partner may encounter in the context of its use of the Service. The Company's response times on chat support are as follows:

  1. Interruptions for Maintenance
    • The Software made available is made by remote access. Consequently, the Company undertakes to respect the Service Levels described below, but cannot be held responsible for any unavailability or slowdown in access to the Service exclusively due to the Internet network.
    • However, the Company reserves the right, on a very punctual basis and in accordance with the terms described in the Service Levels, to interrupt the Service for a short period of time (less than two (2) working hours) in order to optimize the quality of the Service, to maintain the servers, or to remedy certain imperfections in the version of the Software, without being able to claim any compensation in this respect and without any liability being incurred.
    • In this case, the Company undertakes to inform the Partner, at least two (2) working days in advance, except in duly justified cases of emergency (e.g. security breach), of the nature and duration of the intervention so that the Partner can make arrangements. In any event, in the event of a scheduled interruption of the Service greater than two (2) hours, the Company undertakes to make its best efforts to inform the Partner at least five (5) Working Days in advance of the nature and duration of the intervention, and to carry out this interruption of Service during non-working hours.
  2. Restoring the service

As part of the provision of the Service, Grimp undertakes to carry out the Corrective Maintenance of the Platform, or the Specific Maintenance of the Customizations carried out on behalf of the Partner in compliance with the deadlines defined in the table below: The deadlines for restoring the Service or responding to the Partner's requests begin to run, if applicable:

  • upon receipt by the Partner of the Grimp acknowledgement of receipt. The latter undertakes to send this acknowledgement of receipt, within the working hour following the receipt of the notification by the Partner of an Anomaly within the meaning of the preceding paragraph; or
  • as from the discovery of the Anomaly by Grimp, the latter undertaking in this case to inform the Partner without delay so that the latter can take any organizational measures allowing it to deal with the damage resulting from it.

It is expressly specified that the corrections made to the Service by the Company as part of Corrective Maintenance operations in order to comply with the commitments provided for herein will automatically be included in the scope of the license granted to the Partner under the Agreement at no additional cost. Corrections made as part of Specific Maintenance operations will automatically be included in the scope of the Specific Maintenance package invoiced by Grimp.

3. Availability of the Service

Grimp is committed to guaranteeing a Software availability rate of 99.5% per quarter. This percentage is the accessibility of the server hosting the Service.This percentage is calculated over a period of one quarter, 24 hours a day, 7 days a week (including Sundays and holidays) .Excluded from the calculation of the availability of the Service are:

  • failures or unavailability that Grimp proves were caused exclusively by the Partner's software and/or hardware;
  • breakdowns or unavailability due to a force majeure event, as defined by the case law of French courts and tribunals;
  • breakdowns or unavailability due to the Internet or telecom network, it being specified that failures or unavailability due to the links of subcontractor operators or suppliers of the Service Provider are not excluded from availability calculations;
  • Maintenance periods scheduled during business hours. In any event, these interventions may not exceed two (2) working hours per month. Beyond that, the resulting unavailability will be counted as part of the 99.5% Software availability commitment.

4. security

The security of the Service is guaranteed by the technical and organizational measures put in place to guarantee the integrity, security and confidentiality of the data provided for in Appendix 2 hereof, entitled “Personal Data and Privacy Policy”.

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Appendix 2

Personal data and privacy policy

👋 Who are we?

This Privacy Policy aims to inform you of the processing of personal data that we, the company GRIMP, SAS with a share capital of 1,000 euros, registered in the VANNES Trade and Companies Register under number 894 974 450, whose head office is 3 allée des Douglas, 56610 ARRADON, implement as part of the use of our tool.

We attach the greatest importance to the protection of personal data and the privacy of our users. Therefore, as part of the provision of our tool, we are committed to processing your personal data in strict compliance with the General Data Protection Regulation 2016/679 of April 27, 2016 (hereinafter the “RGPD”).

If you have any questions or requests regarding this Privacy Policy, do not hesitate to contact us and our Data Protection Officer (DPO), at the following address: privacy@grimp.io.

This Privacy Policy may be updated regularly. Any substantial modification of it will be notified to you via our tool, the website or by email, in order to allow you to take note of it.

😎 Who is responsible for processing?

In accordance with article 4 of the RGPD, the data controller is the one who determines the purposes and the means of the processing of personal data implemented and the subcontractor is the one who processes personal data on behalf of the data controller.

Depending on the circumstances, we are sometimes required to assume the status of data controller, sometimes that of subcontractor.

For example, when accessing our services via the site http://academy.grimp.io/, we are the data controller.

In the case of the provision of the tool via a higher education or training institution (for example via a Career Center), we will generally be a subcontractor and the institution will be responsible for processing the treatments it implements as part of its overall mission to monitor the pedagogical needs of its learners.

In addition, GRIMP offers a “jobboard” service. In this context, learners have the opportunity to apply for job offers from partner companies. The company GRIMP will then be responsible for processing the management of users' personal accounts. On the other hand, once the candidate's CV has been sent, the partner companies will be responsible for processing the rest of the recruitment process.

📂 What personal data do we collect?

As part of the use of the GRIMP tool, we may collect the following data:

  • your identification data : name, first name, email address, postal address, telephone number, photo, etc.
  • for learners : your data concerning your academic and professional career: link to the LinkedIn profile, location of the campus, location of the campus, promotion, status (placed/to be placed), professional project, curriculum vitae (education, interests, professional experiences),
  • for representatives of partner institutions and companies : position held, professional email, professional telephone number, affiliated company,
  • your browsing data : IP address, logs, information about your equipment, etc.

The personal data we collect is adequate, relevant and limited to what is necessary for the purposes for which they are processed. Thus, you will never be asked to provide personal data considered to be “sensitive”, such as your racial or ethnic origins, your political opinions, your philosophical or religious beliefs, your trade union membership, your trade union membership, your health or your sexual orientation.

👩 ‍ 💻 For what purposes do we collect them?

Here we explain to you the reasons (the purposes) why we are required to process your data as a data controller.

In general, we use your personal data to enable the implementation, management and improvement of our tool.

Thus, we are required to collect your data in the following cases:

  • if you are a learner, we collect your personal data in order to offer you a tool to help you with professional integration. More specifically, we collect your data to allow you to edit your profile, manage and manage your applications and apply via the jobboard.

The legal basis for this processing is your consent.

  • if you are a representative of an institution secondary education or training, we collect your data to allow you to consult the status of the applications of the learners for whom you are responsible and to consult statistics relating to these applications.

The legal basis for this processing is the execution of a contract concluded with your home institution.

  • if you are a representative of a partner company, we collect your data in order to allow you to publish job offers for learners.

The legal basis for this processing is your consent.

  • when you browse our sites, we collect information that identifies how you access the site, what pages are visited and for how long. In this context, we may use cookies.

This processing is based on the legitimate interest of the company (in particular for functional cookies) and, if necessary, on your consent (in particular for third party cookies), which is valid for 13 months from its registration.

👷🏻 ‍ ♀️ Who can access your data?

Your personal data may be transferred as required:

  • to our authorized staff,
  • our subcontractors, in charge of statistics, our IT solutions, and the backup, security and hosting of electronic data. As soon as we entrust your data to a subcontractor, we impose on it the same level of protection as that to which we have committed ourselves. We will never share your personal data with third party companies for marketing and/or commercial purposes
  • to the various actors using our tool, namely:
    • to the institutions where learners belong and to their administrators with regard to the follow-up of applications,
    • to partner companies and recruiters to whom learners apply.

⌛️ How long do we keep your data?

We keep your personal data for a period that does not exceed that required for the purposes for which they are processed.

For users (learners, representatives of an institution or a partner company), your data is kept for the duration of the use of our services, then for three years from the last connection to your account, except in the case where you request the immediate deletion of your data.

At the end of the above period, your personal data, which will have been anonymized beforehand, may be used for statistical purposes. This statistical data will be used, on the one hand, to improve and develop our tool and, on the other hand, to institutions that would like to have numerical data on the applications of their learners.

With regard to your browsing on the site, data from cookies and tracers are kept for a maximum period of 25 months.

🔐 How do we protect your data?

In accordance with article 32 of the GDPR, we have put in place adequate technical and organizational measures in order to protect your personal data from accidental or unlawful loss, destruction, unauthorized access, disclosure and alteration.

These measures are continuously developed in line with technological advances and are regularly reviewed to ensure compliance with applicable privacy laws.

Only authorized personnel of GRIMP, our service providers and our customers (who have contractually agreed to maintain the security of all information) have access to your personal data.

📫 If you have a question, a complaint or you want to exercise your rights, we show you the procedure to follow.

You have the right to access, rectify, delete, withdraw your consent, limit processing, oppose treatment or portability.

You also have the right to define your instructions relating to the storage, deletion and communication of your personal data after your death, in accordance with article 40-1 of the Data Protection Act.

If you have any questions about this Privacy Policy, how we collect and process your personal data, how we exercise your rights, or any other aspect of our privacy practices, you can contact us or our DPO at the following email address: privacy@grimp.io or at the following postal address: SAS GRIMP, 3 allée des Douglas, 56610 ARRADON, attaching a copy of an identity document to your request.

For any complaint concerning your personal data, you can contact the CNIL (Commission Nationale de l'Informatique et des Libertés), responsible for ensuring the protection of personal data on French territory, at the following address:

National Commission for Informatics and Freedoms

Complaints Department

3 Place de Fontenoy

TSA 80715

75334 PARIS CEDEX 07

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Maximum response times depending on the contact channel

  • Chat: 12 business hours
  • Email: 24 business hours

Service recovery times (depending on the criticality of the Anomaly)

  • Blocking anomaly (software cause): 8 business hours
  • Blocking anomaly (hardware cause): 8 business hours
  • Major anomaly: 24 business hours
  • Minor anomaly: 72 business hours