Last updated on 26 November 2024
MADTECH is a publisher of web-based human resources management software, offering its solutions in a Software as a Service (SaaS) model. The client, as identified in the MADTECH Order Form, hereinafter referred to as the "Client," has expressed interest in using the software developed by MADTECH in connection with their professional activities and has accepted the Order Form proposed by MADTECH, hereinafter referred to as the "Order Form." The Client has specified in the Order Form the software modules they have selected, which are the subject of these General Terms and Conditions of Sale (hereinafter referred to as the "T&Cs"), hereinafter referred to as the "Software."
The Client declares that the information provided in the Order Form is accurate and truthful and undertakes to notify MADTECH in writing of any changes to this information.
1. These T&Cs are intended to govern the non-exclusive provision by MADTECH to the Client, for their own personal and internal needs, of the Software in SaaS mode.
2. Any order for Services placed with MADTECH implies the Client's unconditional acceptance and full adherence to these General Terms and Conditions of Sale, which take precedence over any other Client document, including general terms of purchase, except with the prior express agreement of MADTECH. Any document other than these General Terms and Conditions of Sale, including catalogues, brochures, advertisements, and notices, is for informational and indicative purposes only and has no contractual value.
3. The General Terms and Conditions of Sale form the basis of commercial negotiation as defined in Article L. 441-6 of the French Commercial Code and are systematically provided or sent to each Client to enable them to place an order. They take precedence over the Client’s purchase terms unless formally and expressly accepted in writing by MADTECH. Any opposing terms proposed by the Client shall be deemed unenforceable against MADTECH, unless expressly agreed, regardless of when they may have been communicated.
4. The applicable documents, in descending order of precedence, are: (i) the Order Form, (ii) any Special Terms of Sale, and (iii) the MADTECH General Terms and Conditions of Sale.
5. In accordance with current regulations, MADTECH reserves the right to depart from certain clauses of these General Terms and Conditions of Sale, based on negotiations conducted with the Client, through the establishment of Special Terms of Sale and/or the Order Form.
These T&Cs take effect on the date the Client's interface is created, for a duration specified in the Order Form (hereinafter the "Effective Date of the Contract"). The Contract will then be tacitly and automatically renewed for successive periods identical to the Initial Period, unless terminated by either party with at least three (3) months' notice before the end of the term, by registered letter with acknowledgment of receipt (LRAR).
1. The Client declares that they have reviewed all technical and functional information prior to signing the Order Form and these T&Cs and expressly accept them as is, without reservation.
2. It is the sole responsibility of the Client, at their own expense and under their sole responsibility, to acquire the necessary technical resources, including internet access (hardware, software, networks, etc.), and the required expertise to access the Software and perform all permitted operations. MADTECH shall not be held liable for any damages resulting from misinterpretation or mishandling by the Client, including, for example, the placement or cancellation of orders, the deletion of data or information, or the entry of incomplete or incorrect data or information.
3. The Client acknowledges having reviewed the Software prior to accepting these T&Cs and having received all necessary information, particularly to assess the suitability of the Software for their needs, with MADTECH having provided all prior information and advice to the Client.
4. Upon acceptance of the Order Form and the T&Cs, and within 72 hours following the activation date specified in the Contract, MADTECH shall implement the Software in collaboration with the Client. This phase concludes with the provision of the Software’s Personal Space to the Client. The parties agree that, from the moment of this provision, the Client has a period of five (5) business days to raise any concerns regarding the quality or compliance of the Software provided under the Order Form and the T&Cs. Should the Client express reservations, these must be, on one hand, written and notified to MADTECH by email within the specified timeframe, and, on the other hand, precise and substantiated to be admissible. Failure to provide a compliant notification within the specified timeframe confirms the compliance and quality of the Software and the Client Space with the Order Form and the T&Cs.
5. The Client may request additional services from MADTECH, including, but not limited to, the customization of the Software with the Client's branding and logos or other features. Such services are fully subject to these T&Cs. For these services, the Client agrees to provide MADTECH with all documents precisely describing the expected service. No additional service shall be owed by MADTECH unless it has been expressly and previously accepted by MADTECH. The financial terms for these services will be outlined in a new order form issued by MADTECH. The Client guarantees compliance with the Terms of Use by the candidates.
1. MADTECH provides the Client's legal representative or any person designated by them with a username and password, hereinafter referred to as the "Personal Access Code", to access the Client's Personal Space and use the Software. The Client agrees to promptly change the initial Personal Access Code provided by MADTECH. The Client is solely responsible for safeguarding and managing the Personal Access Code and undertakes not to disclose it to any third party under any circumstances, keeping it strictly confidential. The Client also agrees to notify MADTECH without delay, by registered letter with acknowledgment of receipt, upon becoming aware of any risk of misuse or unauthorized use of their Personal Access Code.
2. The Client declares to MADTECH the users who, under their sole responsibility, are the only individuals authorized to access the Platform and use the Software (hereinafter referred to as the "Users"). The number of Users is specified in the Order Form and may increase, subject to an agreed price adjustment.
3. The Client and its Users have the ability to modify and adapt the Software's settings, a standard feature and one of the key benefits of the SaaS model. The Client is solely responsible for any changes made and must ensure that the Users making these changes are authorized and adequately trained for this purpose. MADTECH recommends prior completion of training as outlined below.
4. The data hosted by MADTECH, as well as the Client's use of the Software for their own or internal needs, are the sole responsibility of the Client. In particular, MADTECH cannot be held liable for any use of the Software with erroneous Client data resulting in incorrect outcomes. The Client expressly acknowledges and agrees that the skill assessment tool is intended to evaluate certain personal skills as a means obligation and cannot replace the analysis of technical skills or the personal evaluation of the candidate. Furthermore, the Client undertakes to ensure that the hosted data complies with public order and respects the rights of third parties. Failure to comply with this obligation, and if MADTECH becomes aware of a breach of this provision, in accordance with Law No. 2004-575 on Confidence in the Digital Economy (LCEN) and in its role as the host of the Client's data, MADTECH reserves the right to remove any incriminated data and, if necessary, suspend the Client's access to the Software without further formalities or notice. Additionally, MADTECH retains the right to terminate the contractual relationship for cause, without prejudice to its ability to seek compensation for damages incurred.
5. The Client agrees that the MADTECH SaaS Service, as accessible to candidates, is governed for these users by the General Terms of Use in Annex 2 and the Privacy Policy in Annex 3, under the branding of both the Client and MADTECH. MADTECH reserves the right to make any modifications it deems necessary or useful to the General Terms of Use and the Privacy Policy. MADTECH will use its best efforts to inform the Client and the candidates of the existence and effective date of new terms of use by any means available (emails, online notifications, etc.). The Client undertakes to carry out any communication to users and/or any transmission of data necessary to enable MADTECH to safeguard its interests within the framework of its service in the event of a breach of the General Terms of Use or the Privacy Policy by users.
6. The use of the Personal Access Code by the Client constitutes proof of the Client's use of the Software, this provision serving as an agreement on evidence within the meaning of Article 1368 of the Civil Code (new numbering per Ordinance No. 2016-131 of 10 February 2016). Similarly, consistent use of the Software constitutes proof of its conformity.
7. MADTECH guarantees that the data is processed within the territory of the European Union or in accordance with data protection agreements (European Commission Standard Contractual Clauses or Privacy Shield certification).
8. The Client benefits, for the duration of the contractual relationship, from support for the use of the Software during MADTECH's business days and hours, Monday to Friday, from 9:00 AM to 12:00 PM and from 2:00 PM to 6:00 PM, exclusively via telephone and electronic communication, using the contact details provided on the "Contact" page of the website. This support consists of assistance in using the Software. For this support, the Client undertakes to provide a precise description of the question or issue submitted.
1. The Order Form outlines the financial terms of the relationship between the parties, which may include the type of service, quantity, implementation fees, royalties, and the billing of all services as of the Contract start date. The Order Form, duly signed by the Client, is irrevocable unless expressly accepted otherwise in writing by MADTECH. Unless otherwise agreed, the signing of the Order Form constitutes the Client's acceptance of these General Terms and Conditions of Sale (T&Cs), acknowledgment of full understanding, and waiver of reliance on their own purchasing conditions or any other provision not expressly accepted by MADTECH.
2. In accordance with legal provisions, the applicable VAT rate will be applied to the issued invoice. Any change in the VAT rate may be reflected in the price of the services. The invoice must be paid within thirty (30) days from the invoice date.
3. The prices listed in the Order Form are indexed to the SYNTEC index and will be automatically adjusted on the contract's anniversary date using the following formula:
P = Po x (S/So)
Where:
- P = The revised price
- Po = The initial price
- So = Value of the latest SYNTEC index published on the date this contract was established.
- S = Value of the latest SYNTEC index published as of the revision date.
If the above index were to cease to exist, the Parties shall agree on a substitute index.
4. Failure to pay or a delay in payment by the agreed date with MADTECH will automatically and without prior formal notice result in the application of a late payment penalty on the total invoice amount including VAT. The interest rate applied will be three times the legal interest rate in effect on the day of the service, without prejudice to MADTECH's right to suspend the provision of its services and/or the performance of its obligations until full payment of the overdue invoice, without such non-performance being considered attributable to MADTECH. Late payment penalties are due without the need for a reminder. They accrue automatically from the day following the payment due date indicated on the invoice. In addition to late payment penalties, any amount unpaid by its due date will automatically incur a fixed recovery fee of €40 payable to MADTECH. If the recovery costs incurred exceed this fixed amount, MADTECH may seek additional compensation upon providing justification. However, MADTECH may not claim these penalties if the initiation of safeguard, reorganization, or liquidation proceedings prevents payment of the debt when due.
5. In the case of payment by direct debit, the Client agrees to provide a valid bank account identification document when accepting the Order Form. If the direct debit is rejected upon presentation to the bank for any reason, the Client will be responsible for the resulting bank fees upon presentation of supporting documents by MADTECH. In the case of payment by cheque, if the cheque is rejected upon presentation to the bank for any reason, the Client will also be responsible for the resulting bank fees upon presentation of supporting documents by MADTECH.
1. MADTECH commits to ensuring access to the Software 24 hours a day, 7 days a week, with an availability rate of 99.7%, subject to preventive maintenance operations, which MADTECH undertakes to carry out during off-peak hours, i.e., when Software usage is minimal, and excluding cases of force majeure. In the event of a disruption in the use of the Software caused solely by MADTECH, the company agrees to compensate the Client if the Client, on one hand, submits a written request via email to contact@klarahr.com within three business days following the incident, and, on the other hand, proves that they have suffered a real, direct, and personal loss. In such cases: For unavailability lasting less than 4 hours, MADTECH will compensate the Client by refunding an amount equal to 1/5th of the monthly fee owed by the Client to MADTECH, for unavailability exceeding 4 hours, the compensation increases to half of the monthly fee owed by the Client and for unavailability exceeding 48 hours, the compensatory refund will equal the entire monthly fee owed by the Client to MADTECH.
2. MADTECH shall be released from all or part of its liability under Article 6.1, and the Client expressly accepts this, if it can be demonstrated that the non-performance or improper performance of the contractual relationship is attributable either to the Client themselves, to the unforeseeable and insurmountable actions of a third party unrelated to the provision of the agreed services, or to a force majeure event. In addition to those typically recognized by French court rulings, the following are considered force majeure or fortuitous events that release MADTECH from its obligations under these General Terms and Conditions of Sale: strikes affecting all or part of MADTECH's staff, its potential subcontractors, or any third party required for the services; transport or supply blockages; fires; floods; storms; lightning; war; riots; insurrections; seizures; embargoes; energy restrictions; monetary or export restrictions; natural disasters; acts of terrorism; roadblocks; freezing conditions; epidemics; interruptions in telecommunication networks; or difficulties specific to external telecommunication networks beyond the control of the Client or MADTECH. In such circumstances, MADTECH will notify the Client as soon as possible in writing, including by fax or email. The contractual relationship will then be suspended automatically, without compensation, from the date of the occurrence of the event. If the event persists for more than thirty (30) days from its occurrence, the contractual relationship between MADTECH and the Client may be terminated by the most diligent party, without the Client being entitled to claim any damages. This termination will take effect on the date of the first presentation of the registered letter with acknowledgment of receipt notifying the termination of the contractual relationship. Amounts paid by the Client to MADTECH prior to the occurrence of the force majeure event that led to the termination of the contractual relationship will remain fully acquired by MADTECH.
3. In the event of a breach by MADTECH of its contractual obligations, its liability may only be sought within one year from the occurrence of the event giving rise to such liability and subject to compliance with the provisions of Articles 9 and 16 of these General Terms and Conditions of Sale, and only in cases of proven fault. In any case, MADTECH does not guarantee compensation for indirect damages or losses resulting from potential loss of revenue or business. MADTECH's liability is, in any event, limited to six months of the subscription fee paid by the Client under these T&Cs.
4. The Client declares that they are a professional and undertakes to use the Software and the Client Space in accordance with MADTECH's instructions. The Client agrees to restrict the use of the Client's Personal Space exclusively to activities related to the Software, excluding any other use.
1. These T&Cs do not transfer any ownership or exclusive rights of any kind to the Client regarding the Software or the Client Space, except for the right of use as an end user for their own personal and internal needs, during the term of this Contract, and strictly within the scope of this Contract.
2. The Client declares that they hold the rights to the data hosted by MADTECH under this Contract and guarantees to indemnify MADTECH, upon first request, against any damages, costs, expenses (including defense fees and charges, with MADTECH retaining the choice of its legal counsel), fines, or compensations of any kind that MADTECH may incur due to a third-party claim, including from any competent administrative authority, arising from the Client's failure to fulfill their obligations under the provisions of this article.
3. The Client expressly authorizes MADTECH to list them as one of its commercial references and to use the Client's name and logo for this purpose on its website, as well as in all its communication and marketing materials (social media, blog, press releases, case studies, etc.).
4. In the event that the Client orders a Software customization service, they hereby grant MADTECH the right to reproduce all logos, trademarks, and distinctive signs of any kind, for which the Client declares to hold exclusive rights under the terms of the French Intellectual Property Code, and for which the Client provides MADTECH the same guarantee as stipulated in Article 7.2 above.
As part of their contractual relationship, the Parties undertake to comply with the applicable regulations on the processing of personal data, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, applicable from 25 May 2018.
1. MADTECH as a Data Processor:
The Client is the data controller for personal data processed through the various functionalities available in the SaaS, with MADTECH acting as a data processor, except for research and development on its products and services, for which MADTECH acts as the data controller.
For any questions related to the protection of personal data, MADTECH provides its Clients with a Personal Data Protection Policy, the details of which are outlined in the Privacy Policy accessible in Annex 3.
Either Party may terminate the contractual relationship in the event of a breach by the other Party of an essential provision of these T&Cs, one month after a formal notice has been sent by registered letter with acknowledgment of receipt to the other Party, detailing the grievances and referencing the relevant T&Cs provision, in accordance with the provisions of Article 1224 of the Civil Code. In the event of termination due to the Client's fault by MADTECH, such termination will automatically and immediately render all other amounts owed by the Client to MADTECH payable in full, even before their agreed due date, without prejudice to any additional damages that MADTECH may claim, particularly for loss of profit resulting from the Client's default. MADTECH may, at its discretion, also terminate all other orders from the Client, whether they have been completed or are still in progress.
1. MADTECH recommends training the Client's Users on the Software. The training is conducted by MADTECH once the Software is operational, remotely, during MADTECH's business days and hours. The purpose of the training is to assist Users in becoming familiar with the Software, serving as a support for Users but not replacing the Client in the actual use of the Software. The training may include the provision of materials or video tutorials delivered by MADTECH to the Client, which remain the full and exclusive property of MADTECH and may not be reproduced or distributed outside of the training by the Client or its Users.
2. At the Client's request, on-site training sessions can be provided by MADTECH. The terms of the in-person training will be subject to a special agreement between the Parties, based on MADTECH's prevailing rates at the time of the order, with additional costs for travel, accommodation, and meals, if applicable.
1. MADTECH's know-how, including the operation of the Software and the Client Space, is strictly confidential and intended solely for the Client's use, excluding any third party. The data provided by the Client and hosted by MADTECH within the Software are and remain the sole property of the Client, and MADTECH commits to keeping them strictly confidential.
2. Any document provided by the Client to MADTECH, such as, but not limited to, needs assessments, studies, or specifications, even if MADTECH has responded to them, has no contractual value and does not fall within the scope of these T&Cs. The purpose of these T&Cs is solely the provision of standard Software under the conditions outlined above, which the Client must evaluate to ensure it meets their needs.
3. The Client may not assign the rights arising from these T&Cs, either in part or in full, nor make the Software, the Website, or the Client Space available to any third party, even temporarily, regardless of the legal arrangement.
It is expressly agreed that any tolerance or waiver by either Party in the enforcement of all or part of the commitments outlined in these General Terms and Conditions of Sale, regardless of its frequency or duration, shall not constitute a modification of the Terms and Conditions nor create any rights.
The provisions of these General Terms and Conditions of Sale are independent of one another. Consequently, if any provision is deemed unenforceable by a court decision or rendered invalid under a law or regulation, the other provisions, including those referencing the annulled provision, will continue to govern the relationship between MADTECH and the Client and will remain fully effective and enforceable between the Parties.
By express agreement between the Parties, any dispute relating to the interpretation and performance of these General Terms and Conditions of Sale shall be governed by French law, to the exclusion of any other legislation. These Terms and Conditions are drafted in French, and in the event of translation into one or more languages, only the French text shall prevail in case of a dispute.
In the event of a dispute regarding the interpretation and/or execution of these terms, and except in cases of non-payment, which allow direct recourse to the competent court, the Parties agree to attempt an amicable resolution of the dispute within one month. The most diligent Party shall invite the other Party by registered letter with acknowledgment of receipt, detailing the grievances and the contractual provisions considered breached, to a meeting to be held at MADTECH's registered office within a minimum of five business days. If the attempt at amicable resolution fails, the dispute shall be exclusively submitted to the Paris Commercial Court, notwithstanding third-party claims or multiple defendants, including for emergency or interim measures.
1. These General Terms and Conditions of Sale, along with the applicable rates, are expressly agreed to and accepted by the Client, who declares and acknowledges having full knowledge of them. Consequently, the Client waives the right to invoke any contradictory document, including their own general terms of purchase.
2. The Client acknowledges that, in the event of an update or modification to the T&Cs, any new request for services or order will result in the application of the updated General Terms and Conditions of Sale, provided that the Client has been informed of the changes by any means.