This User Agreement (this "Agreement") is a contract between you ("you" or "User") and Say Digital. ("SayDigital", "we," or "us") and, to the extent expressly stated in this Agreement, our Affiliates Corporation. The individual or entity using the Services, if different than the Customer, is referred to as the “End User.” The “Services” are the products, technologies and other items purchased by the Customer as set out on our web page describing them on the Effective Date (“Invoice”). The Effective Date of this TOS is the date you click “I accept” as that date is recorded by our servers. This agreement sets out the rights, responsibilities and legal obligations of the parties to it You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.say-digital.io.
This agreement, may change from time-to-time. We will notify you of any change by posting a notice on our website. The notice delivery is effective from the date it has been posted on our website. Changes, other than those required by law or by a third party who provides services to us, or necessary to cope with an unforeseeable situation, will be effective thirty (30) calendar days (business days) from the day we posted a notice.
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT ENTITY.
By registering for a Say Digital account on the Site (an "Account"), you are deemed to have executed this Agreement electronically, effective on the date you register your Account, pursuant to the Electronic Signatures. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement. Please consider the environment before printing.
In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.
a. By registering for an Account, you consent to electronically receive and access, via email or the SAY DIGITAL PLATFORM, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be able to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal.
b. In order to ensure that we are able to provide records and notices to you electronically, you must notify us of any change in your email address by updating your Account information on the Site (https://say-digital.com/manager/clientarea.php). Such notice will take effect five (5) calendar days after the change has been made on our Web Platform.
We offer the services “AS IS” and without warranties. Say Digital agrees to deliver services to the user, which are paid for in advance by the client, and in compliance with this TOS and the AUP. We reserves the right to refuse services to any potential client and to deny renewal of services at our sole discretion. Say Digital reserves the right to decide that the account has been inappropriately used and therefore suspend of cancel a user’s access to any or all services. We can assist you determining whether a use is permitted, please send an email to [email protected]
a. The Services will be provided as set out on the Invoice at the time of your order. Services may not be available immediately. We will deliver the service for the duration of the Term stated in the Invoice. Services may be subject to changes if required by law, a third party vendor who provides aspects of the service to us, or if you violate our TOS or AUP.
b. We may offer to new customers a modify version of the services you have purchased. We have no obligation to make your benefit from those changes.
c. In case of a conflict between this TOS and the Invoice, the Invoice will prevail.
d. We may require your assistance to implement the Services. You agree to provide reasonable cooperation and assistance, and to cause any of your third party providers to do so as well.
e. Services continuity may require that you update software, firmware or other items. You agree to proceed to those updates within thirty (30) calendar days. If you fail to do so, we may install them without liability to you.
f. Certain aspects of the services may be provided to us by third parties. We will use commercially reasonable efforts to continue to have access to those components of the Services. However, should a third party change the services, make them economically prohibitive for us to provide to you, or discontinue them, our only obligation will be to attempt to find replacement components at a reasonable cost to us. If we are unable to do so, you may terminate those Services directly affected.
g. You stand responsible for the security of your passwords and other access devices. We will consider any instructions provided to us using your access devices as reliable.
h. From time to time, we may need to interrupt the services for maintenance. We will give you notice by email 24 hours prior to the service interruption, mentioning the reason and the duration of the maintenance. Sometimes, we may have to perform emergency maintenance and in that case we will be unable to give you notice as stated above. We will use reasonable effort to avoid that maintenance interferes with your operations.
i. You agree that services and support may not be available as a consequence of technical difficulties, equipment malfunctions or as a result of force majeure. We make no representation or warranties that Services will be available on a continuous basis, although we have an obligation of means to provide you with the said services and support.
j. If you exceed the limit of a service, as stated in the Invoice or AUP, we reserve the right to modify the services or request that you upgrade it.
k. We have no obligation to back-up your data. Our backup services will not back-up all of your data as they are design for system recovery; therefore you have to use a second source of back-up. Unless caused by or negligence or wilful misconduct, we will have no liability for the loss of data.
l. We reserve the right to relocate the equipment used to provide the Service at any time. You will have no physical access to this equipment.
m. You understand and agree that the Services may be performed by our corporate subsidiaries, its agents or subcontractors, without your consent.
a. All information regarding payments for the services are stated in the Invoice. If the Invoice does not contain a payment date, Fees are due monthly. No services delivered by Say Digital are eligible for a refund, unless we have agree of the contrary in the Invoice.
b. Upon the renewal of a Service Term, the Fees will be set to our then standard fee for the particular Service. You may not benefit from new discounts that we offer to new customers.
c. For the duration of the Term, we will not increase the Fees with the expectation of the following cases: (i) you upgrade your services or purchase additional services (ii) a third party vendor adds additional fees based on your use of the Services. We will send you notice by email thirty (30) calendar days prior to any changes in the Fees.
d. Taxes may not be included in the prices stated in your Invoice. You agree to provide us all necessary information to calculate these taxes and to pay them.
e. Charges assessed by third parties will be added to the Fees within thirty (30) calendar days from the date we receive them. You agree to pay these charges regardless of the length of time that may have passed.
f. We reserve the right to suspend your service if you don’t pay the fees in due date. In that case, your data are subject to be destroyed seven (7) calendars days from suspension date.
g. We have no obligation to reinstate Services until: (i) you have paid in full all Fees then due, including late fees, interest charges are ten (10) percent per month (or the highest rate permitted by the laws governing this TOS), collection costs (including attorneys’ fees), and any cost involved in the reinstallation of the Services; and (ii) you provide us satisfactory assurance of your ability to pay for the services for the remainder of the Term.
h. If you fail to timely cure the non-payment within the timeframe specified by us, you will be deemed to have terminated the affected Services as of the effective date of Service suspension.
i. If they are disagreements about the Fees, each parties agrees to try to find an agreement as set out in this paragraph: You have to notify us about your disagreement in writing (email) before the fee is due and provide us with sufficient information to allow us to investigate. We agree to provide you a written answer within thirty (30) calendar days. If we agree with you, we will credit your account on your next billing cycle. If we reject your dispute, you have thirty (30) calendar days to send us another notice with sufficient information, we will answer you within thirty (30) calendar days. If the parties continue to disagree, they may pursue legal remedies. Fees dispute are service specific and you are required to pay Fees for other Services during the period of a dispute. You may not terminate this TOS, or any Service, based on a Fee dispute.
j. We take every possible measure to secure online payment processing of your account. While our own payment processing systems are secure and PCI compliant, our hosting environments are not fully compliant with Payment Card Industry Data Security Standard (“PCI DSS”).
k. Exit charge and migration fees, Say Digital strive to offer services without commitment. At any time you can exit our hosting platform. You will pay the termination fee for your cloud services and 25% of the original invoice project. For your comfort, we offer migration services with a starting price of € 80. When you leave our platform, SayDigital warranty and Support obviously takes end at this time.
This TOS term and individual services term begin on the effective date and continue until terminated by a party Individual Services. The initial Service(s) Term is set out on the Invoice. If the Invoice does not have a Service(s) Term, the Service(s) Term will be thirty (30) days. On the expiration of an initial Service(s) Term, the individual Services shall renew for the length of the initial Service(s) Term unless you notify us of your will to terminate the service prior to the renewal date. Our required termination procedure is set out below. The TOS Term shall extend until the TOS is properly terminated.
a. You may terminate individual node at any time and without notice. You agree to contact our client services by ticket to notify us of your intend to terminate your service. Service termination ticket must be send at least seven (7) days prior to you service term renewal, it does not apply to other services we provide to you, and, unless the services are the last services we provide you, does not terminate this TOS.
c. Either party may terminate a particular element of the Service if there is a force majeure event, as defined in this TOS, that continues for more than thirty (30) calendar days.
d. Upon termination of this TOS, it is your responsibility to ensure that you configure technical aspects of your business, such as mail, WHOIS, and items outside of our control, to ensure that those items are directed away from us. We have no responsibility to maintain backups following termination, nor to forward email to another provider or to point DNS for your domain names away from us.
e. A change in policy shall not be ground for early contract termination or non-payment.
f. In the event of fraud, the fraudulent account is subject to immediate suspension or termination at the sole discretion of Say Digital. We will submit all information about the fraudulent account if required by the local authorities and/or the financial institutions.
g. We have the right to deny mail delivery from any servers hosted on our network if we believe that they are involved in SPAM or SPIM. We have the right to immediately terminate the service and to issue a fine of 90USD if an IP address has been blacklisted. We will identify the server the abuse was initially sent from and create an abuse ticket on behalf of the server’s user. Abusive traffic transmitted or received from the server may result in service termination.
h. An abuse ticket notifies that we have received reports of abuse. If you don’t respond to the abuse ticket or the server is determined to be likely abusive, we may filter or disable ports or IPs to prevent further abuse. If we have not receive a response seven (7) days after the opening of the abuse ticket, the server is eligible for suspension.
i. Say Digital will investigate every copyright abuses and complaints, and we have the right to pursue civil remedies for any costs related to the investigation of policy violation. A copyright infringement ticket will be open to notify the user and provide a 48 hours delay to solve the situation. After 48 hours without response, the IP address involved in the complaint will be disable and a 80USD fine will be issued. After 72 hours, the services in question will be suspended. After seven (7) days of suspension if the issue has not been solved, the service will be terminated and a 280USD abuse charge will be billed on the account. Say Digital is not liable for the client data.
j. Every hours that Say Digital employee must spend to investigate a copyright infringement ticket or an abuse ticket will be charged 50USD if and only the claims are found valid.
a. Intellectual Property Rights shall mean all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trademarks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
b. To perform and use the services, the parties each grant to the other the strictly necessary intellectual property. Other than the case stated in this TOS, there is no transfer of intellectual property between the parties. A party does not have the right to decompile, reverse engineer the other party’s intellectual property or that which is licensed to a party.
a. This TOS, AUP and Invoice constitute the entire agreement between you and us and supersede all previous proposals, negotiations and other written or oral communications between the parties.
b. Section, paragraph and other titles are for ease of reference only, and they are not considered to be part of this TOS.
c. If a part of the TOS is held invalid or unenforceable, that portion shall be interpreted in accordance to the applicable law and to reflect the intentions of the parties, and the remaining portions of the TOS shall remain in effect.
d. The Services are covered by our SLA applicable to your service. This SLA contains your sole and exclusive remedies for issues related to that specific service delivery.
e. Each party will comply with the applicable laws in performing its obligations, and exercising its rights under this TOS.
a. Your indemnified parties are you and your employees. Our indemnified Parties are third parties who provide aspects of the service to us, such as our contractors, subcontractors, affiliates and employees.
b. We agree to indemnify your indemnified parties from any and all third party actions, liability, damages, costs and expenses relating to, injury to person or damage to property resulting solely from our gross negligence or wilful misconduct.
c. You waive and release any and all claims against our indemnified parties and agree that our indemnified parties shall not be liable for injury or damage sustained by your indemnified parties and caused by the services, expect if they result solely from our gross negligence or wilful misconduct.
d. You agree to indemnify, defend and hold us and our indemnified parties from : (i) any and all third party actions liability, damages, costs and expenses relating to personal injury or property damage resulting from your acts or inaction, those of your indemnified parties and those of your end users. (ii) any and all claims by you and your indemnified parties, your customers or end users, other than those based solely on our gross negligence or wilful misconduct.(iii) any and all claims from your customers and end users relating to the services provided under this TOS (iv) any and all claims that you have failed to fulfil a contractual obligation with a third party (v) any and all claims related to the fact that you failed to use the service due to your inability to obtain the necessary consents or licenses (vi) any and all claims that would result in a greater obligation or liability to us than those we have stated in this TOS.
a. We provide the services “AS IS”, with all faults and as available. We and our suppliers make no express or implied warranties or guarantees about the services. Unless it has been explicitly specified in your Invoice, we do not warrant, nor have we represented to you that the Services meet any particular industry standard.
b. To the extent allowed by the law, we and our suppliers disclaim implied warranties that the services are merchantable, of satisfactory quality, accurate, fit for a particular purpose, or non-infringing. We and our suppliers do not guarantee that the results that may be obtain from the use of the services will be effective, reliable, meet your requirements, or will be accessible or usable at the times or locations of your choice.
c. If the applicable law do not allow the limitation of liability stated in this TOS, our liability shall be limited to the fullest extent permitted by law.
d. Neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
a. All information exchanged between Say Digital and the client are strictly confidential. The party who receive the information is being referred as the receiving party. The receiving party shall treat the confidential information with the same care it gives to its own confidential information. Any disclosure of those confidential information is prohibited and the receiving party agree to be held liable if it violates that confidentiality rule.
b. An information is no longer considered confidential if (i) it becomes publicly available through another way than the disclosure by the receiving party.(ii) The disclosure is being required by law, a court order or a governmental authority.(iii) the information is relevant in the settlement of any dispute or enforcements of either party’s right.
c. The parties are allowed to disclose confidential information to its employees or agents, its legal or financial advisors and its lenders. The confidential nature and the property of the information shall be notified to any recipient.
d. You agree to let us use your quotes for promotional uses. These quotes will be anonymous unless you agree to disclose your name.
e. Backup Services are designed solely for disaster recovery. We are not under the obligation to provide the data to you for another purpose such as litigation. If we choose to, or are obliged to, provide the data, you will be charged according to our hourly rate; in that case you will also be liable for any attorney’s fees regarding the treatment of your data.
a. The security of our services are one of our main concerns, however we require that you co-managed many resources used with the services and you should do so while preserving the security of our network as a whole. You are solely responsible for the security of the co-managed resources. You agree to be held responsible for any and all actions performed by your account.
b. The services are configured for standard deployment; you are responsible to configure the services to suits your security needs and we are not liable about the result of your customization.
c. If we determine that there has been an unauthorized access to the services (breach), we agree to notify you. We will take all necessary actions, including the suspension of all services, to mitigate the breach. We have no liability to you for the effects of that suspension. You agree to help us investigate the circumstances of the breach and to be billed at our standard consulting Fees for that investigation.
a. You agree that the french law govern this TOS, the AUP, and that any disputes or claims against us or our suppliers will be resolved exclusively by a court located in FRANCE. You agree to waive claims to apply to this TOS, AUP and your Invoice, another jurisdiction law including your own.
b. Web hosting as operated by Say Digital. is location independent. You must however remember that applicable laws include both your own laws, and laws of the country where your website is hosted.
c. It is possible to move a website from a country to another, however you must remember that laws of the new country must be respected before the website is moved there.
d. If you have opted for professional hosting, you might have asked your website to be hosted in multiple countries. This means that laws from all countries where your website is hosted must be respected.
The Services will have either a shared or a dedicated IP address. IP addresses are owned by Say Digital, upon termination of the Services, they should be relinquished by you. We may change your IP address during the Term, in such a case we will notify you of that change in advance through e-mail.
Say digital provides a 24/7 support each and every day of the year without interruption.
a. The support you are eligible to receive is determined by the plan you select on the Invoice. The amount and type of support may be changed at any time without notice. While we strive to provide the highest level of support for the Services, you are ultimately responsible for the final result and condition of the Services.
b. The user should open a support ticket on say-manager to notice the issue encountered. Say digital will provide an answer within a twelve (12) hours delay after the receipt of your ticket. This delay is reduce to twenty five (25) minutes for premium customers.
c. Say digital does not provide any type of support to the clients of our clients (third party support).
d. For any software you chose on your Invoice, we only ensure the correct default installation. You are responsible for the configuration of said software and we do not provide software troubleshooting.
e. We are not responsible for any downtime associated with the incorrect configuration of operating system kernels or any software, whether installed by Say Digital or the client.
The following paragraphs apply only to the Services described explicitly as “Managed Services” in your Invoice. These paragraphs shall prevail to prior paragraphs if they differ.
a. For Managed Services, the Service refers to the operation and maintenance of the infrastructure used to provide the Services, including equipment, programming, data files, software, services and resources, as set out in the Invoice.
b. Our network, physical infrastructure, servers and applications are monitored on a 24x7x365 basis. We are not responsible for the customer’s usage of the Say Digital Platform and you are liable of any and all damages, including the loss of data that you may cause using our platform.
c. Unless you are currently subscribing to our monitored network service, all issues that have not been addressed to us through a support ticket, will not been taken into account.
d. You benefit solely of the Managed Services that are explicitly specified on your Invoices.
e. We managed Services according to industry best practices, but you agree that the performance of the Managed Services could be affected by the technical limitations of the managed devices and by the equipment and infrastructure of the Customer.
f. We will monitor and install any stable version of the third-party software required for your Services. The patches shall be installed within thirty (30) calendar days after their release.
g. To ensure your Services security we will select all your initial firewall settings. You may submit a ticket to request changes to your firewall settings. We will changed them if we approve your changes.
h. If you purchase a custom Backup Services, you have to provide us with instructions regarding your desired backup configuration. We will use reasonable efforts to comply with your backup preferences. As we rely on your instructions, you will not hold us liable should your instructions be insufficient to capture specific data.
i. You agree to cooperate with us in the configuration and customization of the Services and to give us every materials and information necessary. You further agree to provide all these information in a server ready manner, meaning that we could place them on the Services without more than an administrative effort on our part.
j. If you do not respect the description of the Services stated in the Invoice, by exceeding the data transfer limit of your account, we are entitled to place you in a new service plan. We will notified you by email and provide options for upgrading your account. E-mail warning notices will be sent upon approaching your limit. Once the limit is reached, data transfer will be stopped.
The following paragraphs apply only to the Services described explicitly as “Cloud Services” in your Invoice. These paragraphs shall prevail to prior paragraphs if they differ.
a. We will monitored and combined your incoming and outgoing bandwidth. You will be charged the Fees that are set out in the Invoice. We are not responsible for spikes in bandwidth, you are liable for all bandwidth incoming to and outgoing from your cloud server.
b. Limitations on both bandwidth and/or throughput are generally set out on the Invoice.
c. You agree to pay any and all bandwidth overage at the rate of 1.3USD per gigabyte over the allotted bandwidth. Say Digital reserves the right to suspend your account if you do not pay bandwidth overage charges within 15 days.
d. You shall not use the Services in a way that jeopardize the stability of our network or our ability to deliver services to other customers. If you fail to abide to that obligation, we have the right to limit your use of the Services. After we have limited your usage of our network, we will notify you by email of mandatory steps you have to take to mitigate these effects. If you do not accept these steps, we have the right to enforce permanent limitations of your Services usage.
e. We may relocate the equipment used to provide the Service. You will have no physical access to this equipment.
f. If you use a significant amount of excess RAM for an extended period, we have the right to limit that amount. You will be notified by email and we will recommend you to upgrade your cloud service.
The following paragraphs apply only to the Services described explicitly as “Domain Name Registration” in your Invoice. These paragraphs shall prevail to prior paragraphs if they differ.
a. The Domain Services will be provided to you through our third-party vendors, [ENOM] (“Domain Name Vendor”). By purchasing domain name services through us, you are bound by the Domain Name Vendor terms and conditions, which can be found at [http://www.enom.com/terms/] and are hereby incorporated into this TOS.
b. You understand and agree that your domain name is not actually registered until you receive a registration confirmation from us. We have no liability for the failure of a domain name to register during the registration process.
c. It is your responsibility to maintain, secure, update and keep strictly confidential all domain name, login IDs and passwords.
e. Only you, and not us or Domain Name Vendor, are responsible for determining whether the domain name(s) you select, or the use you or others make of the domain name(s), infringes the legal rights of others. It is your responsibility to know whether or not the domain name(s) you select or use or allow others to use infringe the legal rights of others.
f. The Domain Name Vendor may reject your domain name application, or discontinue providing Domain Services to you, for any reason within thirty (30) calendar days of a Domain Service initiation or renewal. Outside of this period, Domain Name Vendor may terminate or suspend the domain name at any time for cause, which without limitation, includes: (i) registration of prohibited domain name(s); (ii) abuse of the domain name; (iii) payment irregularities; (iv) allegations of illegal conduct; (v) failure to keep your account or WHOIS information accurate and up-to-date; (vi) failure to respond to inquiries from Domain Name Vendor for over ten (10) calendar days; or (vii) if your use of the Domain Services involves us in a violation of any third party's rights or acceptable use policies, including, but not limited to, the transmission of unsolicited email or the violation of any copyright. No refund will be made when there is a suspension or termination of Domain Services for cause.
g. Either the Domain Name Vendor or we will notify you when renewal fees are due. It is your responsibility to keep current payment details on file with us. We have no liability should your domain name registration lapse because either we, or our partners, are unable to process your payment information.
h. The Domain Name Vendor owns all database, compilation, collective and similar rights, title and interests worldwide in its domain name database, and all information and derivative works generated from the domain name database.
i. YOU REPRESENT AND WARRANT THAT NEITHER THE REGISTRATION OF A DOMAIN NAME, NOR THE MANNER IN WHICH IT IS DIRECTLY OR INDIRECTLY USED, NOR THE USE OF OTHER OF THE DOMAIN SERVICES, INFRINGES THE LEGAL RIGHTS OF A THIRD PARTY OR WILL OTHERWISE SUBJECT DOMAIN NAME VENDOR OR US TO A LEGAL CLAIM. BY USING THE DOMAIN SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ALL INFORMATION PROVIDED BY YOU IN CONNECTION WITH YOUR PROCUREMENT OF THE DOMAIN SERVICES IS ACCURATE. ALL DOMAIN SERVICES ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS.
j. You agree to be bound by the domain name transfer agreement located here: http://www.icann.org/transfers/policy-12jul04.htm
k. Unless this TOS contains another dispute resolution policy, you agree to be bound by the ICANN Uniform Dispute Resolution Policy here: http://www.icann.org/dndr/udrp/policy.htm
l. Only the owner may transfer a domain name or respond to a transfer request. You must unlock your domain prior to requesting a transfer. You must secure an EPP Authorization Code in order to transfer domains to an EPP registry.
The following paragraphs apply only to the Services described explicitly as “Developpement Services” in your Invoice. These paragraphs shall prevail to prior paragraphs if they differ.
The parties have agreed that Say Digital shall provide the Customer with website design and development and related services on the terms and conditions set out in these paragraphs.
a. Say Digital shall provide the design and development services (Project) and deliver the website (Site) by locating it at the customer domain name address.
b. The Site shall be deliver in accordance with the agreed timetable (Project Plan), respect the specifications agreed upon, and be approved by the client according to the three (3) key phases of the validation process.
c. This clause describes the web site validation process by the Customer (Customer Validation). Here, Validation Ticket means the format of certificate given to Say Digital by the Customer to acknowledge validation and Validation Tests mean the tests to be carried out on the Site. (i) Once Say Digital has completed the design and development of the Site in accordance with Phase 1.A of the Project Plan, Say Digital shall invite the Customer to attend Acceptance Tests. This shall be repeated once Say Digital has completed the design and development of the Site in accordance with Phase 1.B and for any further development works agreed by the parties from time to time. (ii) The Acceptance Tests shall test compliance of the Site with the Site Specification. The form and details of such tests is set out in Schedule 4. (iii) Once the validation test has occurred, the customer may validate the site by emitting a validation ticket on Say Digital Platform (URL).
d. In the event that any Acceptance Tests are not passed, the failures that cause the relevant tests to be failed (Defects) shall be drawn up and documented by Say Digital and presented through an email report to the Customer for discussion on how best to rectify such Defects.
e. If any failure to pass the Acceptance Tests results from a Defect which is caused by the Customer, or by one of the Customer's sub-contractors or agents for whom Say Digital has no responsibility (Non-Say Digital Defect): (i) the Site shall be deemed to have passed the Acceptance Tests; (ii) the Customer shall emit a validation ticket five within five (5) business days; (iii) Say Digital shall provide all assistance reasonably requested by the Customer in remedying any Non-Say Digital Defect by supplying additional services or products; (iv) In the course of this assistance, the Customer shall pay Say Digital for any and all additional services and products at the Say Digital’s then current fees and prices.
f. If any failure to pass the Acceptance Tests results from a Defect which is caused by the Say Digital : (i) Say Digital shall remedy any Defects promptly in order to ensure that the Site passes the Acceptance Tests on a retest. (ii) If such a retest demonstrates that the Site is still not in accordance with the Site Specification, the Customer may notice by email to Say Digital a new date for carrying out further tests on the Site on the same terms and conditions as the retest at the Say Digital’s cost. (iii) If the Site fails the retest in this clause: the Customer may choose to accept the Site and require by email a reasonable reduction of the charges set out in Schedule 5 taking into account the circumstances; or to reject the Site as not being in conformity with this agreement, in which event this agreement (Development service) shall automatically terminate and Say Digital shall forthwith refund to the Customer all sums already paid to Say Digital under this agreement.
g. The third party software products listed in Schedule 2 (Third Party Products), shall be supplied in accordance with the relevant licensor's standard terms. The one-off licence fee for such Third Party Products is included in the charges payable as per clause 5.1.
h. Each party shall appoint a project manager who shall: (i) provide professional and prompt liaison with the other party; (ii) have the necessary expertise and authority to commit the relevant party.
i. The Customer have to pay the Fees according to the following Schedule (percentage of the total service fees): (i) 50% to commence design and development (ii) 40% upon delivery of completed site – certified cheque required (iii) 10% hold back for 90 days after the Site delivery to ensure the Site operates in accordance with project specifications.
j. Following Acceptance (Final product delivery cf Termination) Say Digital shall issue an Invoice in respect of the charges, and the Customer shall pay to Say Digital the charges calculated correctly in accordance with Schedule 5 and set out in such invoice within thirty (30) calendar days of receipt of it, except for any amount in respect of which there is a genuine dispute.
k. All charges are exclusive
l. Site Content
n. Intellectual Property Rights
o. Term and Termination
The customer is obliged to check his emails on a regular basis of maximum fourteen (14) calendar days. Say Digital. is allowed to send messages back to the sender, should the capacity limit of the respective email-box be reached.
Any and all notice given under this TOS shall (i) be in writing in the English language, or be accompanied by a proper English translation; (ii) be sent to the current party’s email address; (iii) be deemed to have been received at the time of transmission.
This TOS, AUP… are the result of negotiations between equally situated parties. They are made for the benefit of the parties and are not intended to benefit or be enforceable by any other person.
The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under this agreement is not subject to the consent of any person who is not a party to this agreement.
Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control. The obligations and rights of the excused party shall be extended on a day to day basis for the time period equal to the period of the excusable delay.
Modifications, variations to the terms and conditions or the contract, as well as cancellations will only be accepted in writing, including e-mail transmission. Oral agreements shall not be considered valid. They shall be electronically signed by or on behalf of both parties to this agreement.
A waiver of any right under this agreement is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
If any provision of these terms and conditions shall be unenforceable and/or invalid, such unenforceability and/or invalidity shall not render these terms and conditions unenforceable or invalid as a whole. Any provision determined to be unenforceable or invalid shall be replaced by provisions which are valid and enforceable and closest to the original objectives and intents of the original provisions in an economic and legal sense that would have been agreed upon by the parties, had they known of the invalidity at the time of the agreement.
Only the English version of these terms are valid.
We reserve the right to use your email address to send occasional newsletters regarding our promotions and new services. You are free to unsubscribe to these promotional emails.
You, your employee and end users, may not remove or modify copyright and other proprietary rights stated in our Services.
Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
RCS Paris 812 926 293 - SIRET 812926293 00018
SAS - Code APE 6202A - TVA intracommunautaire FR 41 812926293