The services defined by these terms of services (hereinafter the “Services“) shall be provided by Beehave Software Limited, registered with the Hong Kong Companies Registry under number 67900566-000-06-17-8, whose registered office is located at Unit C 8/F King Palace Plaza, 55 King Yip St Kwun Tong, KLN, Hong Kong (hereinafter the “Service Provider“).
The Service Provider provides to the Client access in mode Software as a Service (SaaS) to an expandable platform including applications the purpose of which is to enhance the productivity and collaboration of persons in a professional environment and access to documents relative to its use (hereinafter the “Platform“).
The Services shall be accessible from the dedicated website on beehavesoft.com (hereinafter the “Site“) or from a files explorer.
Accessing the Services shall give rise to the full and entire acceptance of the terms of this document by the client (hereinafter the “Client“), who acknowledges that it has familiarized itself with them and fully adheres to them. The person subscribing for the Services on the Client’s behalf acknowledges that he has the authority to make binding commitments on the Client’s behalf.
These terms of services shall constitute the agreement defining the terms applicable to the use of the Services (hereinafter the “Agreement“).
The Client and the Service Provider are collectively referred to as the “Parties“.
The Services shall be exclusively accessible to the Clients, legal entities or natural persons, acting for purposes within the framework of their commercial, industrial, artisanal, freelance or agricultural activity.
Only the Client may benefit from the Services, excluding the companies controlled by the Client or which control the Client, who must conclude an Agreement in their own name to access the Services.
The Services proposed by the Service Provider shall be accessible by the Client exclusively remotely through the Internet.
For an optimal use of the Platform, the Service Provider shall always use the latest version of Edge, Safari or Chrome Internet browsers.
The Client acknowledges that it has been informed by the Service Provider of all of the technical pre-requisites necessary for using the Platform under optimal conditions and to ensure that its IT system allows it to comply with them. The Client acknowledges that the necessary pre-requisites may evolve over the Agreement’s term and on an ongoing basis of the Platform’s technological advances and developments.
In the event that pre-requisite modifications occur during the Agreement, the Client shall be so informed by email as provided in Article 15.5 below.
At the Client’s request and when subscribing for the Services, the Service Provider shall create one or more administrator account(s) for the individual to whom the Client shall have provided the details (hereinafter the “Administrator“). The Administrator shall be solely responsible for creating, managing and deleting the Service’s user accounts (hereinafter the “Users“).
The Administrator and the Users shall connect to the platform via their account (hereinafter the “Account“), to which they shall access with a user name and a password that shall be strictly personal and confidential to them (hereinafter the “User Names“).
The Client shall be solely responsible for the confidentiality and non-disclosure to any third parties of the User Names of its Users and Administrators and shall ensure compliance with such obligation.
The Client shall be solely responsible in case of an unauthorized access to an Account and the Service Provider shall not be responsible for any harmful consequences that may occur in case of a loss or theft of the User Names.
The Client agrees on behalf of the User’s accounts to immediately inform the Administrator in case of a breach in the security of the one of the Users’ Accounts, of a disclosure or theft of the User’s User Names so that the Service Provider can take all useful measures to secure access to the Account.
In case of a breach in the security of one of the Administrator Accounts, of disclosure or theft of the Administrator’s User Name, the Client agrees to immediately inform the Service Provider so that it can take all useful measures to secure the Account’s access.
Under the Agreement, the Service Provider grants to the Client a non-exclusive, non-assignable license to use the Services providing access to the Platform for the term of the Agreement on the terms defined at the time of the subscription of the Services (hereinafter the “License“).
The Client may access the Services at its choice based on two types of Licenses:
A fixed-term License and a flat rate amount for a maximum number of pre-defined Users (the “Flat Rate“);
A License of one month tacitly renewable each month and the amount of which shall vary depending on the number of Users (hereinafter the “Open Subscription“).
The Platform’s rights of use permit one to access the Platform to use it for the uses provided in the Agreement.
The Client cannot assign the rights to the Platform to a third party, an Administrator or a User undeclared pursuant to the agreement.
The License thus granted shall not confer on the Client any rights other than those conferred by the Agreement.
Within the framework of providing the Services, the Service Provider may store certain data, information or documents on the Client’s behalf (hereinafter the “Data“). Such Data shall be hosted on servers located in or outside of the European Union based on the choice made by the Client, made available to the Client by the Service Provider and accessible in SaaS mode. In any event, the Client shall be responsible for complying with regulations relative to transfers of Data possibly applicable and warrants the Service Provider against all claims in this respect.
For the purposes of hosting, it is agreed that the Service Provider may use subcontractors located in the European Union. With each addition or change in subcontractor, the Service Provider shall previously so inform the Client in writing. The Client shall then have five (5) days as of the date of receipt of such information to make any objections. In the absence of any objections, the relevant subcontracting may be implemented.
Under the Agreement, the Client shall benefit from the storage volume specified in the License chosen when it subscribes for the Services. In case such volume is exceeded, the Client shall be immediately informed and shall subscribe for an option allowing it to have access to a higher data volume.
The Client agrees on its behalf and on behalf of its Users and Administrators to use the Services pursuant to the provisions of the Agreement.
In particular, the Client and the Users shall refrain from:
Using the Services for a use other than professional;
Using the Platform in a manner to harm its performances, its use or the Service Provider’s services;
Introducing or attempting to introduce any computer viruses having for consequence to disturb, slow down or interrupt the operation of the Services;
Attempting to have unauthorized access to the Services or to an Account not owned by the Client by any means;
Transferring, sharing free of charge or for financial consideration with a third party the access to the Services in any form;
Transferring via the Platform documents or contents that are unlawful or in violation with any third-party rights;
Attempting to copy or to decompile the Platform so as to reproduce all or part of its functionalities or aspects.
The Service Provider warrants that it holds the intellectual property rights to the Platform permitting it to offer the Services.
The Service Provider warrants that the Platform complies with the functionalities described on the Site. Nevertheless, the Service Provider does not warrant that the Platform has no anomalies or errors, nor that it will function uninterruptedly.
The Service Provider makes no other warranty as to the quality and conformity of the Services with the Client’s expectations and requirements and the Service Provider shall only have a best efforts obligation in this respect.
The Service Provider shall attempt, to the greatest extent possible and within the framework of its best-efforts obligation for the functioning of the Services, to keep the Services accessible 7 days per week and 24 hours per day.
Nevertheless, the use of the Services may be modified, suspended or interrupted temporarily to perform technical maintenance, migration, updates and security operations, although such operations shall not give rise to a right to any compensation for the Client.
In this respect, at the time of the Services’ subscription, the Client shall define a weekly time slot during which the Service Provider may ensure the maintenance of the Services which may have for effect to modify, suspend or interrupt the Services.
When involving scheduled operations having for consequence the total interruption of the access to the Services outside of the time slot mentioned above, the Service Provider shall so inform the Client at least fifteen (15) days prior to the date planned for the interruption. The Service Provider agrees to limit, to the best of its ability, this type of interruption.
The Client is furthermore informed that the connection to Services shall take place via the Internet network. The Client is aware of the technical vagaries that may affect this network and bring about slow-downs or unavailability, making a connection impossible, for which the Service Provider cannot be held liable.
The Client understands that the access to the Platform shall take place in SaaS mode and that the Service Provider may at any time make any enhancements, evolutions or additions of functionalities which appear necessary without having to so inform the Client when the quality of the Services is not affected by the updating operations.
The Client is informed that such updates may bring about an evolution in the applicable technical pre-requisites or create new functionalities and make it necessary to modify the Agreement on the terms of Article 15.3.
Unless the Client otherwise indicates or for the express needs of performing the Services and resolving technical problems, the Service Provider shall never access the content of the Client’s Data. In any event, the Service Provider shall ensure that the persons authorized to process the Data are subject to a non-disclosure commitment.
The Service Provider shall put into place all useful precautions and all security and back-up means complying with the industry’s security standards and permitting to preserve and protect the Client’s Data against all accidental or unlawful destruction, accidental loss, alteration, distribution or unauthorized access.
The Client is the sole proprietor of the Data that it provides to the Service Provider within the framework of the Services.
Nevertheless, for the needs of the Services, the Client grants to the Service Provider and to any of its subcontractors a non-assignable, non-exclusive worldwide and free of charge license for the term of the Agreement for the right to reproduce, copy and host the Data in order to provide the Services to it.
Such license shall automatically end three months as of the Agreement’s end for any reason, unless otherwise previously agreed in writing between the Parties.
The Client shall be solely responsible for the operations performed on the Data by the Users or Administrators within the framework of use of the Services and the Service Provider shall not be liable for any accidental loss, deletion or modification of the Data.
The Service Provider shall be the sole proprietor of all of the intellectual and industrial rights relative to the Platform, the Services and any related document, including copyrights, trademarks, patents, and rights on the databases.
Consequently, the Client shall refrain from reproducing, representing, extracting or using by any means all or part of the Services or of the Platform and shall ensure compliance with this obligation by its Users or Administrators.
The Client shall remain the sole proprietor of the rights relative to the Data that it provides, sends or displays via the Services.
The Client shall be solely liable for the use of the Services and Data and of its compliance with all of the applicable laws or third party rights.
The Client shall ensure that its Users and Administrators comply with the Agreement.
In any event, the Client agrees to compensate the Service Provider for all consequences that the Service Provider may incur due to a breach by the Client with respect to the aforementioned warranties.
The Service Provider agrees to take all possible due care in providing the Services in a best-efforts obligation.
The Client shall be solely liable for its access to the Services and it shall take all measures for maintaining such access.
The Service Provider shall in no event be held liable for the indirect harm incurred by the Client which may arise due to or at the time of the performance of this Agreement and its consequences. Indirect harm shall notably mean, although such list is not exhaustive, lost earnings or profits, shortfalls in earnings, lost opportunities, commercial harm, reputation damage, and the consequences of complaints or claims of third parties against the Client.
The Service Provider shall not be held liable in the following cases:
Use of the Services in a manner contrary to this Agreement;
Use of the Services in an environment or according to a configuration not complying with the technical pre-requisites recommended by the Service Provider;
The occurrence of any damage resulting from a breach or negligence by the Client or which the Client could have avoided by using the Service Provider’s advice;
Use, related with the Services, of third-party programs not provided or approved by the Service Provider and which may affect the Services or the Client’s Data;
Impossibility to access the Services due to an event outside of its control, notably in case of a breakdown relative to the Client’s Internet connection.
In any event, the Service Provider’s liability, in case of damage incurred by the Client, for any reason and regardless of the legal basis invoked or used, including all cumulative harm, shall be expressly limited and shall not in any event exceed the amount the Service Provider has billed the Client over the twelve (12) last months preceding the event that is the origin of the Service Provider’s liability.
The Client can choose to access the Services with two types of Licenses: Flat-rate or Open Subscription.
Regardless of the License chosen by the Client, the Client’s addition of Users, Administrators or options during the Agreement shall have no influence on the term of the pending subscription period.
The Client may subscribe for a Flat-rate for a fixed period of one (1) year.
Upon expiration of the initial Flat-rate period, and unless the Client has terminated the Agreement by any written means with a notice period of one (1) month, the Agreement shall be tacitly renewed for equivalent periods as of the Agreement’s anniversary date. The termination shall take effect at the end of the period underway and the Client shall not be entitled to receive any reimbursement for the period begun.
The Client may access the Services via an Open Subscription of one month that is tacitly renewable each month.
The Client may terminate the Open Subscription at any time via the Platform or by contacting the Service Provider, subject to respecting a notice period of three (3) days before the renewal’s anniversary data. The termination shall take effect at the end of the period underway and the Client shall not be entitled to receive any reimbursement for the period begun.
The price of the Services is stated in euros excluding VAT and determined based on the License chosen: the Flat-rate or Open Subscription, the number of Users or Administrators to which the Client wishes to give access to the Platform and the options chosen by the Client on a purchase order or on the Site.
Regardless of the type of License chosen at the time of the subscription, the number of Users or Administrators having access to the Platform shall be modifiable by the Client at any time and shall take effect immediately:
For the Flat-rate, when the maximum number of Users of the Flat-rate chosen is reached, the Client shall have to subscribe for the higher Flat-rate and pay the difference in price in a single payment;
For the Open Subscription, the price is calculated on a pro rata number of days from which the new User has been added by the Client on a monthly basis and shall be either stated on the following invoice or be subject to a specific invoice.
Furthermore, the Client understands that the prices may be modified by the Service Provider with each of the Agreement’s renewal periods.
The Client acknowledges that it shall be liable for the costs relative to accessing the Services via the Internet.
Unless otherwise agreed previously and in writing between the Parties, the price shall be paid by the Client within thirty (30) days as of the date of issuance of the invoice by the Service Provider on the following terms:
In the case of a Flat-rate: single invoicing of the annual amount of the subscription chosen. In case of an increase in the Flat-rate during the Agreement, single invoicing calculated on a pro rata temporis of the period remaining to run before the next Agreement renewal;
In the case of an Open Subscription: monthly invoicing basis.
Any amounts not paid by their due date shall automatically produce interest in an amount equal to three (3) times the statutory interest rate in force.
The Client agrees to inform the Service Provider of any changes in mailing or banking details necessary for prompt payment.
In the absence of a payment of the price, the Client understands that the Service Provider shall have the right to suspend access to the Platform ten (10) days after an official notice to pay until full payment of the price, without prejudice to the application of Article 9 below.
In case of a serious breach by one of the Parties of any of the obligations resulting from the Agreement, the other Party shall have the right to terminate the Agreement automatically, thirty (30) business days after an official notice that has not been remedied sent by any electronic means that permits an acknowledgment of receipt on the terms of Article 15.5 below.
Within this framework, it is agreed that any amount paid by the Client shall remain vested in the Service Provider.
At the end of the Agreement for whatever reason, the Client shall no longer be able to access the Platform and the Services as of the date on which the Agreement’s end takes effect.
The Client shall therefore ensure that it recovers the Data it wishes to conserve with the Platform’s functionalities.
In case the Client has not recovered the Data from the Platform by its own means, it may ask the Service Provider to do so up to three (3) months after Agreement’s termination or expiration has taken effect. In such case, the Service Provider agrees to return the Data to the Client in their most recent version present on the servers in a format in keeping with the market standards at the Service Provider’s choice.
The Service Provider shall have the right to invoice the Data recovery in order to cover the time spent and any expenses related to purchasing the Data communication medium and their delivery. These operations shall give rise to the establishment of a prior quote.
Beyond the period of three (3) months during which the Service Provider conserves the Data, all of the Data shall be deleted by the Service Provider no further recover shall be possible for the Client.
The Client may also make an explicit request by any written means to the Service Provider to delete all of the Data prior to the expiration of this period of three (3) months.
As this Agreement is concluded between professionals, it cannot be subject to a right of withdrawal.
Within the framework of the Services, the Client is likely to process information permitting to identify directly or indirectly a natural person by reference to an identification number or one or several elements belonging to him within the meaning of the General Data Protection Regulation (GDPR) no. 2016/679 of April 27, 2016 (hereinafter the “Personal Data“).
Within the framework of the performance of the Agreement, the Service Provider shall make the Platform available and shall act only on the Client’s instructions as a subcontractor. The Client shall be solely liable for the processing of the Personal Data that it performs via the Services.
Hence, the Client acknowledges that it shall be solely liable for respecting the GDPR or any other foreign law that may be applicable to the processing of Personal Data, notably as involves the collection, information of relevant persons, the obtaining of their consent, the formalities for transferring the Personal Data and the compliance with the relevant persons’ exercising of their rights.
The Service Provider nonetheless agrees to cooperate with the Client and to assist it when such is necessary.
As a subcontractor, the Service Provider agrees not to use the Personal Data on its own behalf or on behalf of a third party. Pursuant to the GDPR, the Service Provider agrees to take all useful precautions to preserve the security of the information and notably to protect them from any accidental or unlawful destruction, accidental loss, alteration, distribution or unauthorized access, and against any other form of unlawful processing or communication to unauthorized persons.
The Service Provider agrees to communicate to the Client the occurrence of any security breach which may have direct or indirect consequences on the processing of the Personal Data, and any complaint sent to it by any individual affected by the processing carried out under the Agreement. Such communication shall be performed promptly and within a maximum of forty-eight hours after the discovery of the security breach or following the receipt of a complaint.
The Client warrants the Service Provider that no Personal Data of any sensitive nature within the meaning of GDPR, meaning data showing, directly or indirectly, the racial or ethnic origins, political, philosophical or religious opinions or persons belonging to a trade union or relative to the health or sex life of such persons and shall not be processed via the Services. As an exception, if the processing of personal data were necessary for the Client, the Client agrees to previously so inform the Service Provider.
Pursuant to the provisions of the French Civil Code and the definition retained by the case law of French courts, a force majeure event means any event outside of the control of the Parties and which is unpredictable and inevitable.
No Party may be held liable for a breach of one of its contractual obligations that may result from the occurrence of a force majeure event.
The Party affected by a force majeure event agrees to immediately so inform the other Party by any written means no later than within a period of seven (7) calendar days after the occurrence of the force majeure event.
Failing this, the Party affected by a force majeure event shall not have the right to invoke such event to exempt itself from its liability due to the failure to perform its obligations.
In case of an occurrence of a force majeure event duly notified by the relevant Party on the aforementioned terms, the performance of the obligations affected by the force majeure event shall be suspended automatically and for the entire term of the force majeure event and for a maximum period of three (3) months.
In any event, the Party affected by a force majeure event shall implement all resources necessary, useful and reasonable to limit the impact and consequences of the force majeure event, and agrees to continue to perform the other obligations not affected by the force majeure event.
If the force majeure event lasts beyond the aforementioned term of three (3) months, the Agreement shall be terminated on an early basis on the terms of Article 9 above.
The Parties agree to keep strictly confidential the information and data, oral or written, technical, practical scientific, industrial, commercial, environmental, accounting, financial and or legal, and all the documents and elements related to the Services, to the commercial policy and to the business secrets of each Party, protected or not by intellectual property rights, exchanged between the Parties within the framework of this Agreement (hereinafter the “Confidential Information“) to which they have access within the framework of the Agreement and accord to them the same degree of care and protection they accord to their own Confidential Information and, generally speaking, to abstain from taking any action that would harm directly or not the protection of the Confidential Information.
The Parties agree not to use the Confidential Information for a use other than that of performing the Agreement.
In the case where, for the purposes of performing the Agreement, one of the Parties were to provide access to the Confidential Information to its executives, employees, interns, partners or suppliers, the Parties agree to take all useful measures vis-à-vis such third parties so that they are bound by a non-disclosure commitment the terms and term of which are at least equivalent to those provided in the Agreement.
As an exemption to the foregoing, shall not constitute a contractual violation the fact that a Party disclose the Confidential Information of the other Party when it is required to do so pursuant to a statutory provision or at the request of court, regulatory organization or an authority provided that:
Such disclosure is required by a strictly mandatory provision; and
It takes all possible steps to guarantee that the Confidential Information is processed confidentially; and
It informs the other Party promptly of the disclosure of such Confidential Information.
The Agreement and all of the operations and relationships resulting from it are subject to French law. In case of a translation of the Agreement, the French version shall prevail.
If no amicable settlement can be reached, all contractual and extracontractual litigation that my occur regarding the existence, enforceability, interpretation, performance, lack of performance, termination and its consequences of the Agreement and the contractual operations and relationships resulting from it, shall be subject to the competent courts located within the jurisdiction of the Paris Court of Appeal, notwithstanding multiple defendants, interlocutory motions, impleaders or summary proceedings.
Unless the Client has subscribed for a paying option on the terms described in the General Terms of Services accessible on the Site, the Client shall be solely responsible for providing the User’s assistance for the Services’ use.
Nevertheless, the Client may contact the Service Provider at the contact details indicated in Article 15.5 below to report to it any technical problems or failures of the Services.
The Client authorizes the Service Provider without any formalities to cite its name and to reproduce its logo on any medium for the sole purposes of promoting the Services
The Service Provider reserves the right to modify the Agreement at any time by giving the Client notice by a written communication means of any new version of the Agreement within a period of one month before the new version enters into force.
If the Client does not wish to adhere to the new terms of the agreement, it shall so inform the Service Provider within a period of fifteen (15) days, in which case the version of the Agreement applicable on the date of its subscription shall continue in force.
For the Clients whose activities are within the scope of the GDPR:
The Service Provider shall provide to the Client the documentation necessary to demonstrate compliance with all of its obligations and to permit the carrying out of audits, including inspections, by the Client or any other auditor it has authorized, and to contribute to these audits.
The auditing operations shall be at the Client’s sole expense. The Client shall ensure that the auditing operations do not disturb the proper operations of the company and of the Service Provider’s systems and shall so inform the Service Provider at least one (1) month in advance. The latter shall inform the Client of any difficult that may occur during the audit operations.
The audit operations shall take place in respect of the health and safety rules in force at the Service Provider’s.
The Parties agree that all notices or communications among them shall take place by email. For the Client, the contact email address used shall be the Administrator’s email address communicated at the time the Agreement was subscribed for, unless otherwise communicated by writing by the Client to the Service Provider. For the Service Provider, any communication shall be initiated through the contact form available at the following link: contact form.
The data exchanged between the Parties and conserved via the Platform are valid between the Parties, until contrary evidence is provided. Such data therefore constitute admissible, valid and enforceable evidence on the same terms as and with the same evidentiary weight as any document that is established, received or conserved on paper medium.
The Agreement expresses the whole agreement concluded between the Parties with respect to the Agreement’s purpose, including the recitals and schedules, and shall prevail over any prior communication or agreements, written or oral.
In the event that a clause of the Agreement is declared inapplicable, unenforceable or null and void, the other clauses shall continue to apply and the Parties to the Agreement shall proceed if applicable to renegotiate it in view of preserving the balance initially established.
The fact that any of the Parties does not apply at any time or during a given period one of the provisions of the Agreement shall not be deemed a waiver by such Party of such provisions.