Terms of sale

Last modified: November 28, 2024

  • Preamble
  • 1. Definitions
  • 2. Subscription to Everest services
  • 3. Financial conditions and invoicing
  • 4. Duration, renewal and termination
  • 5. Obligation of the Company
  • 6. Obligation of the Beneficiary
  • 7. Intellectual Property
  • 8. Liability and insurance
  • 9. Force majeure and unforeseen circumstances
  • 10. Confidentiality
  • 11. Personal data
  • 12. Electronic Communication
  • 13. Language of the contract
  • 14. Miscellaneous
  • 15. Applicable law

Preamble

EVEREST, a simplified joint-stock company registered with the Paris Trade and Companies Register under number 832 103 501, whose registered office is located at 3 rue des Juges Consuls, 75004 Paris, and whose capital is €1,000, hereinafter the “Company.”
The Company offers an online platform integrating several software tools for professionals (hereinafter the “Everest Services”), the specific features of which have been defined in the Quote.
These general license conditions for the Services offered herein govern the relationship between the Beneficiary and the Company. Access to and use of the Everest Services imply unconditional acceptance of the terms of the Agreement.
Prior to signing the Agreement, the Beneficiary acknowledges having been fully advised and informed by the Company on all the means necessary to implement and access the Everest Services, particularly with regard to the needs they have expressed and the budget they have deemed appropriate. He certifies that all the information he has communicated and will communicate to the Company is sincere and true, acknowledges having received a copy of these General Conditions and having read their content.

ARTICLE 1. DEFINITIONS

Everest Subscription – refers to the subscription to which the Beneficiary subscribes to benefit from the Everest Services.
Quote – refers to the offer made to the Beneficiary detailing the Everest Services selected by the Beneficiary as well as the price of each service.
User Account – refers to the Beneficiary’s account required to access the Everest Services.
User Content – refers to the content provided by the Beneficiary, including information concerning the Beneficiary.
Contract – refers to these terms and conditions and the accepted and signed quote.
Pilot – refers to the initial configuration phase of the Beneficiary’s platform and support in getting started with the tool.
Everest Services – refers to all the services subscribed to by the Beneficiary in the Quote.
Everest Website – refers to the website published by the Company and accessible at https://geteverest.io.

ARTICLE 2. SUBSCRIPTION TO EVEREST SERVICES

2.1. Any subscription to Everest Services is subject to a Quote.

2.2. Access to and use of Everest Services may be conditional upon the User providing several administrative details. The Beneficiary undertakes not to provide any false and/or incorrect contact information or information. The Beneficiary is solely responsible for the consequences arising from any inaccurate information provided.

2.3. The Contract is concluded upon acceptance by the Parties of the Quote and these Terms and Conditions. From this date, the Contract is irrevocably formed between the Parties and its provisions are binding.

2.4. The Beneficiary undertakes the fixed, indivisible, and irrevocable term agreed upon and reproduced in the quote sent to the Beneficiary. Regarding the provision of digital content, the Beneficiary, by signing this document, expressly agrees to immediate execution and expressly waives their right of withdrawal (Article L121-21-89 of the French Consumer Code).

2.5. Any modification to the Everest Subscription or the Everest Services will be subject to an additional Quote.

ARTICLE 3. FINANCIAL CONDITIONS AND INVOICING

3.1. Price

The price, in consideration for the Everest Subscription, is defined in the Quote. The price of Everest Services is the price in effect on the day the Quote is validated.

3.2. VAT

Prices are listed in euros (€) and exclude taxes (ET).

Prices include the value-added tax (VAT) applicable on the day the Quote is validated, with the understanding that any change in the applicable VAT rate will be automatically reflected in the price of Everest Services.

3.3. Billing and Payment Terms

When preparing the Quote, the Beneficiary accepts the following payment method: bank transfer or direct debit.

The Pilot Price must be paid before its start date.

The Everest Subscription is billed upon acceptance and signature of the Quote by the Beneficiary and at the price specified in the Quote. Payments for Everest Services are made automatically on the first day of each month and result in the creation of an invoice that can be downloaded directly from the Beneficiary’s personal space. By exception, the first payment corresponds to the pro rata of the remaining days of the month from the date of signing the Quote. If a direct debit is blocked, the Beneficiary undertakes to rectify the situation within seven (7) days of the incident.

3.4. Late Payment Penalties

Unless otherwise provided by applicable local law, in the event of late payment by a Beneficiary of an invoice issued by the Service Provider in connection with the performance of the Services, and provided that this delay is not caused by a fault of the Service Provider or by a case of force majeure as defined in Article 9 (“Force Majeure and Unforeseen Events”), late payment penalties calculated on the basis of three times the legal interest rate will be payable by the Service Provider, without the need for a reminder, on the day following the date of payment set. In accordance with article D. 441-5 of the French Commercial Code, a fixed compensation of forty (40) euros for recovery costs is due in addition to the aforementioned late payment penalties.

ARTICLE 4. DURATION - RENEWAL - TERMINATION

4.1. Term

The Contract is entered into for a term specified in the Quote and comes into effect upon signature thereof.

4.2. Renewal

The Contract is automatically renewed for the period previously signed in the Quote, at the same rate and under the same conditions, unless terminated by either Party, communicated by any means, at least two (2) months before the Contract’s expiry date.

Termination

4.3.1. Termination in the event of breach

The Contract may be terminated automatically and without compensation in the event of a breach by a Party of its contractual obligations.

Termination may only take place after the expiration of a period of fifteen (15) days from the date of formal notice sent by registered letter with acknowledgment of receipt, which has remained unanswered and has not allowed the defaulting Party to fulfill its obligations.

The Company may, in particular, terminate the Contract automatically, without notice and without compensation in the event of (i) the Beneficiary’s failure to pay an invoice within the specified timeframe or (ii) a violation by the Beneficiary of the scope of the rights to use the Everest Services granted to it.

4.3.2. Termination without Default

In the event of early termination of the Contract by the Beneficiary, regardless of the cause, all remaining amounts owed by the latter, including those relating to periods of suspension resulting from the Beneficiary’s actions, shall be immediately payable, without prejudice to any damages that may be owed to the Company.

ARTICLE 5. OBLIGATION OF THE COMPANY

5.1. The Company undertakes, as part of a best-efforts obligation, to make the Everest Services available.

5.2. The Company undertakes to ensure the continuity and quality of access to and operation of the Everest Site and the User Account. With this in mind, the Company will make its best efforts to ensure the accessibility and availability of its services 24/7.

5.3. In the event that a malfunction or anomaly hinders the proper functioning of access to the Everest Services, the Company undertakes to carry out the necessary operations as quickly as possible. The Company may limit or suspend access to the Everest Site and the User Account to carry out maintenance operations or to upgrade its services. To minimize the impact of these operations, the Company will endeavor to carry out these operations between 8 p.m. and 7 a.m., unless absolutely necessary.

5.4. The Beneficiary expressly acknowledges, however, that these obligations do not cover outages or interruptions caused by third parties, in particular telecommunications operators and/or the company hosting the Everest Site and/or the User Account.

5.5. Furthermore, the Beneficiary acknowledges and accepts that the Company shall not be held liable for any consequences in the provision of Everest Services arising from erroneous, inaccurate, or incomplete information provided by the Beneficiary.

ARTICLE 6. OBLIGATION OF THE BENEFICIARY

6.1. The Beneficiary undertakes to use the Everest Services offered in compliance with the regulations in force and these General Conditions. Failing this, the Beneficiary is solely responsible for any damage caused and the consequences of any claims or actions that may result therefrom. The Beneficiary acknowledges that they are entering into this contract for their business needs and are entering into this contract in a professional capacity.

6.2. The Beneficiary undertakes to indemnify the Company against all claims, complaints, actions, or remedies of any kind from third parties and to indemnify the Company and third parties for all damages resulting from use of the Everest Services that is not in compliance with applicable regulations and/or the Contract.

6.3. The content generated via the Everest Services offered from User Content is provided for informational purposes. The Beneficiary assumes sole responsibility for the consequences related to the use of data and documents generated through the use of Everest Services.

6.4. The Beneficiary acknowledges that signing and accepting the Quote constitutes a firm and definitive commitment to the Price and the duration referred to in Article 4.1 (“Term”) of the Contract.

6.5. As part of the performance of the Contract, the Beneficiary also undertakes to:

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  • Use passwords and/or usernames strictly for the purpose of authenticating the User Account;
  • Only communicate accurate, honest, and fair information, files, and content;
  • not to disclose personal information (texts, photos, and videos) of third parties via the User Account without their consent;
  • not to import or distribute illicit content via the User Account, including any content that is counterfeit, defamatory, abusive, insulting, obscene, offensive, discriminatory, violent, xenophobic, or inciting racial hatred, or any other content that is contrary to good morals and rules of decency;
  • not to integrate or distribute content via the User Account that would be contrary to the purpose of the Everest Services;
  • not to communicate or send, through the User Account, any content whatsoever that includes links to illegal or offensive websites or that is incompatible with the purpose of the Everest Services.

 

In the event of a breach of one or more of these obligations, the Company reserves the right to exclude the offending Beneficiary from the Everest Service and to close their account.

ARTICLE 7. INTELLECTUAL PROPERTY

7.1. Exclusive Property of the Company

7.1.1. The Company is the exclusive owner of all intellectual property rights relating to the structure and content of the Everest Services, and associated software applications, including graphics, images, text, logos, databases, programs, and software, worldwide.

7.1.2. The use or reproduction of all or part of the Everest Services is authorized solely for informational purposes and for personal use. Any reproduction or representation for other purposes is only authorized with the express prior written consent of the Company.

Any reproduction, distribution, or use of all or part of the Intellectual Property Elements, in any form whatsoever, without the express prior consent of the Company, is prohibited and would constitute an infringement, punishable in particular by Articles L. 335-2 et seq. of the Intellectual Property Code.

7.1.3. The Company grants the Beneficiary a non-exclusive license to the Everest Services, allowing the Beneficiary to exploit, represent, and disclose, to any third party and for any purpose, all or part of the Everest Services, by any means, throughout the world.

7.1.4. Except as provided above, the Beneficiary is strictly prohibited from:

  • copy, reproduce, perform, disseminate, distribute, or publish, permanently or temporarily, all or part of the Everest Services by any means and on any medium known or unknown to date, for any use that is detrimental to the Company’s interests;
  • create derivative works from the Everest Services;
  • modify, translate, adapt, or arrange all or part of the Everest Services;
  • disassemble, decompile, or reverse engineer the Everest Services;
  • take any action to obtain the source code of the Everest Services.

7.2. Beneficiary Content

7.2.1. The Beneficiary is and remains the owner of the rights to the User Content.

7.2.2. However, the Beneficiary grants the Company, which accepts it, a non-exclusive and free license to use the User Content. This license covers the right to grant sublicenses and the right to use said User Content:

  • for the purposes of performing the Everest Services;
  • on the Everest Website and the Company’s social media;
  • in the Company’s communications and newsletters;
  • in magazines published by the Company;
  • for the Company’s subsidiaries;

7.2.3. This user license will remain in effect for the entire term of the Agreement. To this end, the Beneficiary declares that it is duly authorized to grant licenses to use the User Content transmitted within the limits defined in the Agreement.

7.2.4. In this respect, the Company undertakes to:

  • not retain any copies of the User Content, except for those necessary to provide the Everest Services;
  • not use the User Content for purposes other than those specified in the Agreement;
  • take all measures to prevent the distortion or misuse or fraudulent use of the User Content.

ARTICLE 8. LIABILITY AND INSURANCE

8.1. Services offered by the Company
8.1.1. In any event, as an essential and determining condition without which the Company would not have entered into the contract, the Company’s liability under the Contract shall not:
be called into question for simple errors or omissions that may have persisted despite all precautions taken in the presentation of the Everest Services;
result in the payment of compensation greater than or equal to the total amount indicated in the Quote;
include any indirect damages (loss of data, revenue, margin, customers, damage to image, reputation, etc.) suffered by the Beneficiary;
result from the use of the Everest Services. The Beneficiary agrees to assume full responsibility and risks arising from the use of the Everest Services.
8.1.2. While the Company strives to maintain accessibility to the Everest Website and the User Account, the Company may, however, be required to temporarily suspend partial or total access, particularly for technical maintenance reasons, without this incurring any liability on the part of the Company.
8.1.3. Furthermore, it is specified that the Internet network and the computer and telecommunications systems used by the Beneficiary in connection with accessing and using the Everest Services are not error-free, and interruptions and outages may occasionally occur. The Company cannot provide any guarantee in this regard and cannot therefore be held liable for any damages inherent in said use of the Internet network and computer and telecommunications systems, including, but not limited to:
the incorrect transmission and/or reception of any data and/or information on the Internet;
an external intrusion;
the failure of any reception equipment or communication lines; Any other malfunction of the Internet network preventing the proper functioning and/or smooth running of the Everest Services.
8.2. Content imported via the User Account
8.2.1. The Company exercises no control over:
User Content imported via the User Account (e.g., its legality, suitability, accuracy, or timeliness),
any opinions expressed through published content, which are solely those of its authors, or the capacity or status of the persons registered on the Everest Site.
8.2.2. The Company cannot be held responsible for imported User Content.
The Beneficiary is solely responsible for said Content, and the Company acts only as a technical host of said Content. The Company only provides access to and maintenance of the Everest Site and the User Account, as well as hosting of User Content.
8.3. Insurance
The Company certifies that it is insured with a reputable insurance company for all liabilities it may incur under the Contract.

ARTICLE 9. FORCE MAJEURE AND UNFORESEEN EVENTS

9.1. Neither the Company nor the Beneficiary shall be liable for any delay or failure to perform any of its obligations due to force majeure, as defined in Article 1218 of the French Civil Code.

9.2. Neither Party shall be liable to the other for any failure to perform or any suspension of performance of its obligations under the Agreement if such failure or suspension results from or arises in any way from laws, regulations, orders, requests, or orders of any governmental entity, or from war, rebellion, riot, terrorist act or actual threat thereof, insurrection, or any natural disaster, flood, natural catastrophe, or any other cause beyond the control of either Party, whether similar or dissimilar to those set forth above. 9.3. Provided, however, that (1) the Party wishing to rely on such a force majeure event to justify a failure to perform or a suspension of performance shall promptly notify the other Party in writing, indicating its expected duration and the period during which a suspension of performance is requested, (2) the Parties shall consult in good faith to consider amending the terms of the Contract to reflect this suspension and any other amendments (if any) requested by either Party as a result, and (3) if the Parties fail to reach an agreement in this context, either Party shall be entitled to terminate the Contract upon written notice to the other by registered mail with return receipt requested. In the event of termination, no liability shall be incurred by either Party towards the other.

ARTICLE 10. CONFIDENTIALITY

10.1. The Parties undertake to maintain the secrecy and confidentiality of the Confidential Information to which they have access, within the framework of the execution of the Contract. The Parties further undertake to prevent, by all means, the reproduction and use of documents or information originating from the Beneficiary and the Company not expressly related to the Everest Services.

This confidentiality obligation will remain in effect for the duration of this Contract and for five (5) years from the termination date of the Contract, it being specified that the Company’s compliance with said confidentiality obligation constitutes an essential and determining condition of the Beneficiary’s consent.

10.2. The Parties agree that the following are considered Confidential Information (hereinafter “Confidential Information”):
The Beneficiary’s Data,
Any information, analysis, study, and other documents in any form whatsoever, relating to the existence and content of discussions between the Parties regarding the Services,
The Company’s methodologies, products, tools and software, hardware, industrial models, and data, as well as any updates, modifications, or additions thereto,
Other information identified as confidential by the Company (development plans, roadmaps, etc.),
Information relating to the Beneficiary’s clients, prospects, business relationships, and partners, whether corporate or individual, as well as the Beneficiary’s internal accounts, products, files, and documents,
The Beneficiary’s information relating to its business lines and projects in functional and technical areas, even those not expressly related to the Services,
Information relating to the management, commercial operations, and administrative, financial, and marketing activities of the Parties, even those not expressly identified related to Everest Services.
More generally, information communicated as part of the Contract or necessary for the performance of Everest services, including information relating to the price appearing on the Quote, trade secrets, and industrial, commercial, or financial specifications.

10.3. The Parties may disclose Confidential Information when required to do so by applicable law and/or regulations. However, they must provide prior notice to the other Party to allow it to pursue any legal remedies to obtain a protective measure.

These confidentiality obligations do not apply to the Parties when:
the Parties can prove that the Confidential Information was known to them prior to the date of signing the Contract,
the Confidential Information was in the public domain at the date of its disclosure,
the Confidential Information is publicly accessible through publication or any other means of communication, unless this fact results from the fault or negligence of the Party that received this information,
when the Party that received this information can prove that it was communicated or could be communicated to it by a third party without there being a breach of a confidentiality obligation.

ARTICLE 11. PERSONAL DATA

11.1. The Contract is subject to the provisions of European Regulation 2016/679 of April 27, 2016, on the protection of individuals with regard to the processing of personal data and on the free movement of such data, as well as those of Law No. 78-17 of January 6, 1978, on information technology, files, and civil liberties, and any other applicable regulations that may subsequently supplement or replace them.

11.2. The Company may be required to use the Beneficiary’s data to guarantee access to the Everest Services and Content. The Company may also use this data to send the Beneficiary its best promotional offers, for statistical and anti-fraud purposes, and for its legitimate interest in business development, technical improvement of its systems, and knowledge of Subscribers.

11.3. The Beneficiary’s data is retained for the duration of the Beneficiary’s use of the Everest Services and, beyond that, for a period of 3 years for commercial purposes, as well as for evidentiary and accounting purposes, for a period not exceeding the applicable legal limitation periods.

11.4. For processing carried out by and/or on behalf of the Company, the Beneficiary has, if necessary after providing valid proof of identity, a right of access, where applicable, portability, modification, limitation, and deletion of their data, as well as a right to object, possibly subject to legitimate and compelling reasons, to the processing of this data. They may also define guidelines regarding the fate of their personal data in the event of death.

These rights can be exercised directly with the Company by email at hello@geteverest.io or by post at: 3 rue des Juges Consuls 75004 Paris.

In accordance with legal provisions, the Beneficiary has the right to lodge a complaint with a supervisory authority.

A. PERSONAL DATA PROVIDED

For the purposes of this article, “personal data” means any information relating to an identified or identifiable natural person, within the meaning of the applicable legislation in force.

For all practical purposes, it is specified that an “identifiable natural person” is deemed to be a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more specific factors specific to their physical, physiological, genetic, mental, economic, cultural, or social identity.

The categories of data concerned are as follows:
Identity data: this information may include, in particular, last name, first name, photograph, telephone number, email address, or postal address;
Company data: Kbis (registered business name);
Bank details: RIB (bank account number), IBAN (international banking code).

B. USE OF THE USER’S PERSONAL DATA

The Company may use the User’s personal data in specific cases:

Operation and Optimization of Everest Services: The personal data collected is necessary for the operation of Everest Services as well as for the development and improvement of Everest Services and content offered by the Company;
Communication and Personalization: Subject to the required consent, the Company may use certain data to offer, in particular through advertising, personalized services and offers, promotions, or any other commercial information related to Everest Services or partner services;
Compliance with applicable legislation.

C. SHARING OF PERSONAL DATA

The Company may share the User’s personal data with business partners or other companies with which the Company is affiliated (parent companies, sister companies, or subsidiaries), as part of the operation of Everest Services or, in particular, for logistical purposes. Similarly, User data may be disclosed in response to a specific request made by a competent administrative or judicial authority, as well as, more generally, in any situation where the law, regulation, or an administrative or judicial decision so requires;

More generally, this data may be shared with any other third party after informing the User and subject to the absence of prior objection or consent in accordance with the applicable rules.

D. PERSONAL DATA RETENTION PERIOD

Personal data will be retained in active files or systems only for the duration necessary to fulfill the purposes for which it was collected in accordance with the applicable rules, i.e.:
In principle, for all data: until the account on the Everest Services is deleted; By way of exception, for the purposes of commercial prospecting by electronic means, the Company may retain the email address, as well as first and last names for up to three years after the deletion of the User Account, subject to the exercise of a right of opposition.

ARTICLE 12. ELECTRONIC COMMUNICATION

12.1. The Parties acknowledge and agree that electronic format constitutes an acceptable means of communication for signing the Contract or for amending the terms of the Quotation, including when it is renewed. 12.2. Each Party agrees to receive electronic documents and accepts electronic signatures, including multiple copies, which are considered valid substitutes for paper documents and handwritten signatures. The legal validity of the Contract signature cannot be contested on the grounds that it is in electronic form.

ARTICLE 13. LANGUAGE OF THE CONTRACT

This Agreement is written in French. In the event that it is translated into a foreign language, only the French version shall be authentic.

ARTICLE 14. MISCELLANEOUS

14.1. This Agreement is entered into between the Service Provider (to the exclusion of any Affiliate of the Service Provider) and the Beneficiary, who alone is authorized (to the exclusion of any other Beneficiary) to amend this Agreement by way of an amendment.

14.2. This Agreement replaces and cancels any prior oral or written commitments relating to the Services.

14.3. If one of the Parties does not request the performance of any of the provisions of the Agreement, it is understood that this action shall not be construed as a waiver of its right to enforce it in the future.

14.4. In accordance with Article 1184 of the French Civil Code, when the cause of nullity affects only one or more Articles of the Contract, it shall only invalidate the entire agreement if such Article(s) constitute a determining factor in the commitment of the Parties or of one of them. Except in the aforementioned case, the nullity or unenforceability of any of the Articles of the Contract shall not invalidate the other Articles, which shall retain their full force and effect.

14.5. The Parties undertake to inform each other of any significant change in their financial situation, as well as any change in the majority stake in their capital, contribution to the company, merger, and, generally speaking, any transaction likely to result in a change of control within the meaning of Article L 233-3 of the French Commercial Code.

ARTICLE 15. APPLICABLE LAW AND COMPETENT JURISDICTION

These General Terms and Conditions are subject to French law.

Any dispute concerning the validity, interpretation, or execution of these General Terms and Conditions that cannot be resolved amicably by the Parties shall be brought before the competent courts of Paris.