Terms and conditions of services
Last updated: August 29, 2018
CHANGR SAS (“CHANGR”) has created and operates a mobile application and web application called CHANGR which gives access to training modules and tools to create personalized content modules (“the Application”).
The Client is interested in a subscription to the Application in order to create an account and use it.
The purpose of the present terms and conditions (“Terms”) is to define the conditions under which CHANGR provides the Client with an access to the Application and the conditions under which the Client can use the Application either for itself or to provide access to its own clients (“End Users”).
These Terms constitute the entire agreement (“Agreement”) between CHANGR and the Client (“the Parties”) regarding the Application, and supersedes and replaces any prior agreements they might have had regarding the Application.
By ticking the acceptance box, the Client agrees with the following Terms. If a person enter into this agreement on behalf of a company or other legal entity, he represents that he has the authority to bind such entity to these Terms.
Article 1 – Services descriptions
The purpose of the Application is to provide access to modules dedicated to inducing actions along with tools to create personalized content modules, as described below. CHANGR also provides the Client with a set of related services including storage and back up of data, maintenance and technical support.
The Application consists of a collection of tools dedicated to the profile of each stakeholder of the process of designing (SinSim), building (ChangrDevelop), delivering (ChangrFaciliate), and experiencing (ChangrApp/ChangrWeb) content as well as managing the delivery (ChangrManager), support (ChangrLead) and results (ChangrExecute) of the content.
The Application is provided as part as a dedicated infrastructure using CHANGR’s network and resources and are made available to the Client and the End Users as a Software As A Service (SAAS).
CHANGR grants the Client a non-exclusive and non-assignable right to access and use the Application, except for its own clients under the present conditions. This license is granted for a limited number of End Users depending on the subscription plan selected by the Client.
The Client can market the access and use of the modules included in the Application to End Users. The Client is responsible for the use of the Application made by End Users.
Article 2 – Duration - Subscriptions
The access and use of the Application are provided and billed on a monthly or annual subscription basis, depending on the type of subscription plan the Client selects ("Subscription(s)"). The Agreement shall become effective upon the date the Client subscribes to it and accepts the Terms and will continue until expiration. The Subscription is automatically renewed for additional periods equal to the expiring subscription term, unless a party gives to the other notice of non-renewal at least 10 days before the end of the relevant subscription term.
Article 3 – Financial conditions
Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan the Client selects when purchasing a Subscription. The financial conditions of the subscription are set in Annex 1.
Without prejudice to possible damages, payment default of the Client will automatically entail:
- the application of a late interest equal to the interest rate applied by the European Central Bank to its most recent main refinancing operation plus ten percentage points, from the first day of delay;
- additional banking fees and recovery costs resulting from the payment default;
Payment default can also entail the immediate suspension of the Client’s account.
Article 4 – Fee changes
CHANGR, in its sole discretion and at any time, may modify the subscription fees. Any subscription fee change will become effective at the end of the current billing cycle.
CHANGR will provide the Client with a reasonable prior notice of any change in subscription fees to give an opportunity to terminate its subscription before such change becomes effective.
The continued use of the Application by the Client after the subscription fee change comes into effect is deemed to be an agreement to pay the modified subscription fee amount until further notice.
Article 5 – Free Trial
CHANGR may, at its sole discretion, offer to subscribe a free trial for a limited period of time to the Client.
The Client may be required to enter its billing information in order to sign up for the free trial. If the Client enters its billing information when signing up for the free trial, it will not be charged by CHANGR until the free trial has expired. On the last day of the free trial period, unless the Client cancelled its subscription, CHANGR will automatically charge the applicable subscription fees.
At any time and without notice, CHANGR reserves the right to (i) modify the Terms and conditions of the free trial offer, or (ii) cancel such free trial offer.
Article 6 – Access to the Application
For the Client
To use the Application, the Client must create an account which will give it access to an administration interface. For this purpose, the Client must provide CHANGR with accurate and complete contact details and email address.
The Client is responsible for safeguarding its password to access the Application and is responsible for the use made of the Application including the use made by the End Users. The Client will make sure that no unauthorized person can access the Application through its account and shall not disclose its password to a third party.
Any access to the Application made through the Client’s account with its password is deemed to have been made by the Client.
The Client must notify CHANGR immediately upon becoming aware of any breach of security or unauthorized use of its account or in case of loss or theft of its password. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of the Agreement. Upon receipt of such notification CHANGR will reset the Client’s password.
For End Users
The End Users account are created within the limit of the number allowed to the Client, either by the Client through its administration interface or at its request by CHANGR.
Article 7 – Content posted on or created with the Application
The Application allows the Client to create, post, link, store, share and otherwise make available certain information, texts, graphics, videos, or other materials ("Content"). The Client is responsible for the Content that it submits, posts or displays on or through the Application, including its legality, reliability, and appropriateness.
The Client shall ensure that the data transferred to the Application do not interfere with the proper functioning of the Application. In particular, it undertakes not to store in the Application data containing or likely to contain viruses.
The Client retains any and all of its rights to any Content it submits, posts or displays on or through the Application and is responsible for protecting those rights.
The Client represents and warrants that: (i) it owns the Content or has the right to use it, (ii) the posting of its Content on or through the Application does not violate privacy rights, personal data, intellectual property rights, contract rights or any other protected rights.
The Content created by the Client through the Application rely on CHANGR’s network and resources. Therefore, CHANGR does not guarantee their operability outside its network. However, the Client will have the possibility to export the results of its content modules.
Article 8 – Copyright Policy
CHANGR respects the intellectual property rights of others. It is its policy to respond to any claim that Content posted on the Application infringes, such as copyrights or other intellectual property rights of others.
If the Client is a copyright owner, or authorized user of such and believes that the content of the Applications it has access to infringes or is likely to infringe such copyrights, it must submit its notice be email to firstname.lastname@example.org and include in its notice a detailed description of the alleged infringement.
The Client may be held accountable for damages (including costs and lawyer’s fees) for misrepresenting that any Content is infringing its copyright.
Article 9 – Intellectual Property
The Application and its original content (excluding content provided by the Client and End Users), features and functionalities is the exclusive property of CHANGR and its licensors. The Application is protected by intellectual property rights including in particular: copyright, trademark, in France and other countries.
CHANGR’s trademark may neither be used by the client nor by End Users in connection with any other product or Application without the prior written consent of CHANGR.
The Agreement does not grant to the Client any property right on the Application.
Article 10 – Warranty
CHANGR represents and warrants that the Application:
- is its sole property;
- does not infringe the rights of third parties.
Article 11 –Liability
The Client’s use of the Application is made at its sole and own risks. The Application is provided on an "AS IS" basis.
The Client takes full responsibility for any damages or loss resulting from its use of the Application.
The Client remains fully and solely responsible for all operations carried out by itself, by its employees, by End Users, when using the Application.
In no event shall CHANGR, nor partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use resulting from (i) the Client’s access to or use of or inability to access or use the Application; (ii) any conduct or content of any third party on the Application; (iii) any content obtained from the Application; and (iv) unauthorized access, use or alteration of its transmissions or content, whether based on warranty, contract, torts (including negligence) or any other legal theory, whether or not CHANGR has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Article 12 – Protection of data
CHANGR will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Client and End Users’ Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of this data by its employees except (a) to provide the Application and prevent or address technical problems, or (b) as the Client or End Users expressly permit in writing.
Article 13 – Personal data
‘Personal data’ means any information relating to an identified or identifiable natural person (‘Data Subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
‘Processing’ means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
‘Controller’ means the Client which determines the purposes and means of the processing of personal data;
“Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, applicable to the Processing of Personal Data;
‘Processor’ means CHANGR which processes personal data on behalf of the controller;
‘Sub-Processor’ means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Data Processor;
‘Recipient’ means a natural or legal person, public authority, agency or another body, to which the personal data are disclosed;
‘Personal Data Breach’ means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed;
“GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
13.2. Processing of personal data
Roles of the Parties
The Parties acknowledge and agree that with regard to the Processing of End Users’ Personal Data, the Client is the Controller, CHANGR is the Processor.
Obligations of the Controller
The Controller shall, in its use of the Application, process Personal Data in accordance with the requirements of Data Protection Laws and Regulations and of GDPR. The Controller’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. The Controller shall have sole and exclusive responsibility for the accuracy, quality, and legality of Personal Data and the means by which it acquires Personal Data.
Obligations of the Processor
The Processor will process the Personal data only on documented instructions from the Controller, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by European Union Regulations or French Law. In such case, the Processor shall inform the Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
The Processor will ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
The Processor will make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR.
Pursuant to Article 30 of the GDPR, the Processor shall maintain a record of all categories of processing activities carried out on behalf of The Controller.
Upon Controller’s request, the Processor shall provide the Controller with reasonable cooperation and assistance needed to fulfil its obligation under the GDPR to carry out a data protection impact assessment, to the extent Controller does not otherwise have
access to other confidential information, and to the extent such information is available to the Processor. The Controller shall provide reasonable assistance to the Processor in the cooperation or prior consultation with the relevant supervisory authority where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the Controller to mitigate the risk.
13.3. Details of the Processing
Nature and Purpose of Processing
The Processor will only Process Personal Data as necessary to perform its obligations regarding the Application, and as further instructed by the Controller.
The Controller can communicate the name and email address of End Users to the Processor for the creation of their personal accounts. For this purpose, the Processor will be authorized to use these Data and store them until the Controller decides to close the End User’s account.
The Data collected by the Controller through the Application or directly entered by the End Users on the Application are encrypted. Therefore, the Processor cannot directly access, consult, use, adapt or alter them.
As part of the services provided by the Application, the Controller authorizes the Processor to store the Data on its network in order to allow the Controller to preserve this Data and use or consult them at any time.
Duration of Processing
The Processor will Process Personal Data for the duration of the general Agreement between the Parties, unless otherwise agreed upon in writing.
The Personal Data processed by the Processor relates to employees or contact persons of Controller’s clients which are the End Users.
Type of Personal Data
Unless otherwise agreed upon in writing, the Controller authorizes the Processor to process the following Personal Data:
- first and last name
- ID data
- phone (Only if required by Controller)
13.4. Rights of the Data Subject
The Processor promptly notifies the Controller if it receives a request from a Data Subject to exercise its right of access, rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”).
The Processor shall not directly respond to a Data Subject Request without Customer’s prior written consent, except to confirm that such request has been transmitted to the Controller.
Taking into account the nature of the Processing, the Processor shall assist the Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Controller’s obligation to respond to a Data Subject Request under the GDPR. If the Controller does not have the ability to address a Data Subject Request, the Processor shall upon its request provide reasonable efforts to assist the Controller in responding to such Request.
The Processor’s assistance includes but is not limited to:
- responses in regard to right of access by the data subject;
- actions in regard to right to rectification;
- actions in regard to right to erasure;
- actions in regard right to restriction of processing;
- actions in regard with right to data portability.
The Controller is informed that a list of the Sub-Processors is available on CHANGR’s website.
By ticking the acceptance box, the Controller hereby gives the Processor a general authorization to engage Sub-Processors.
The Processor shall inform the Controller, at least 30 days in advance, of any intended changes concerning the addition or replacement of Sub-Processor, thereby giving the Controller the opportunity to object to such changes.
13.6. Personal Data Breach
The Processor shall notify in writing the Controller immediately and in any event no later than within 24 hours after having become aware of a Personal Data Breach that directly or indirectly relates to Personal Data of the Controller or to data being Processed under this agreement.
The Processor shall cooperate with the Controller in the personal data breach notification process to the relevant supervisory authority, including documenting the breach in accordance with Article 33(3) of the GDRP.
The Processor shall cooperate with the Controller in the communication process of a personal data breach to the relevant Data Subject(s).
13.7. Audit and inspections of Personal Data Processing
The Processor shall make it possible for the Controller to perform audits, including inspections, of its technical and organizational resources related to the Personal Data Processing. These audits will be conducted by the Controller or another auditor authorized by the Controller.
The Controller will provide at least 30 days’ notice to the Processor of the date of any intended audit.
The Controller agrees to sign a non-disclosure agreement before the beginning of the audit to ensure the confidentiality of any information regarding the development, maintenance and operation of the Application. This non-disclosure agreement shall not prevent the Controller from disclosing the necessary information to the relevant supervisory authority in the event of a data protection breach.
In view of the volume of data processed and of the workload involved in the course of an audit, the Controller and the Processor hereby expressly agree that the Controller will cover the costs incurred by the audit, as set in the financial conditions provided in Annex 1.
13.8. Confidentiality and security measures
The Processor will ensure that persons authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
The Processor will take all appropriate technical and organizational measures to ensure a level of security and protect Personal Data against any loss or unauthorized or unlawful Processing. These measures must ensure an appropriate level of security given the nature of the Personal Data. These measures include, but are not limited to:
- data encryption;
- data segregation where requested;
- data backup, on site and external with 24 hours recovery time;
- system backup, on site and external with 2 hours recovery time;
- system stress and hacking tests;
- employees background check;
Upon expiration or termination of the Agreement between the Parties, at the choice of the Controller, the Processor will either delete or return all Personal Data to the Controller, and delete existing copies unless the European Union authorities or a Member State of such Union requires storage of the personal data.
The Controller shall inform the Processor of its instructions within thirty  days from the expiration or termination of the Agreement.
Article 14 – Service level agreement (SLA)
“Maintenance” means scheduled Unavailability of the Application, as announced by CHANGR prior to the Application becoming Unavailable.
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Application was Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.
“Services Credit” means a credit denominated in Euro, calculated as set forth below, that CHANGR may credit back to an eligible account.
“Unavailable” and “Unavailability” means, when the Application is not running or not reachable due to CHANGR’s fault. This excludes services provided by the Application that are unreachable or not running because their use has exceeded the service level defined in the Subscription
14.2. Services Commitment: 99.9% Uptime
CHANGR will use commercially reasonable efforts to make the Application running with a Monthly Uptime Percentage of at least 99.9% during any monthly billing cycle (the “Services Commitment”). Subject to the SLA Exclusions, if CHANGR do not meet the Services Commitment, the Client will be eligible to receive a Services Credit.
A Monthly Uptime Percentage of 99.9% means that CHANGR guarantees the Client will experience no more than 40 min/month of Unavailability.
14.3. Services maintenance
CHANGR takes care of the corrective and progressive maintenance of the Application.
Maintenance operations are necessary to ensure the smooth functioning of the Application. Therefore, the Client cannot oppose these operations, nor ask for any compensation, unless otherwise provided in the SLA.
CHANGR will inform the Client of all scheduled Maintenance operations at least 30 days before the operations and make sure to plan them at a least impactful time.
14.4. Remedial Action
If CHANGR must intervene on the Application and take Remedial Action in order to resolve technical defaults, the Application might be temporarily unavailable. The Client cannot oppose this Action, nor ask for any compensation to CHANGR, unless otherwise provided in the SLA.
14.5. Back up of data
Permanent incremental data backup is occurring both on-site and off-site and daily full backup is operated on the secondary site of CHANGR located in a separate geographical area with a different provider with the same level of service. Both primary and secondary providers offer logical and physical security on their site as well as redundant Internet connections and power sources.
CHANGR systems are setup to offer the following disaster recovery options:
- Hardware failure: All CHANGR systems are mirrored on each site for instant recovery in case of hardware failure with no data loss.
- Site failure: in case of full primary location failure, CHANGR systems are maintained identically on a secondary location with a four-hour service recovery and no data loss.
- Global failure: in case of full system outage requiring system renewal and recovery from backup, recovery may take up to twenty-four hours with a maximum of four hours data loss prior to the event.
Data recovery and system recovery are tested on a yearly basis and part of our ISO commitments.
14.6. Technical support
CHANGR will provide technical support through its integrated support tool for system level issues with the following commitments:
- All issues are recorded
- Issues are either resolved or assigned to the appropriate specialist
- Issues are monitored.
- Users are notified of commitment times and any problems that occur in meeting the established commitment.
- Issue resolution is documented and available in report status upon request.
Services are provided between 8:00 a.m. and 5:00 p.m. (Eastern European Time), Monday through Friday, except holidays. During this time the Help Desk is staffed with a minimum number of people based on the number of on-going projects to guarantee a reasonable response time as described hereafter.
The following will be used internally to prioritize issues and to give a response time commitment:
- System down – Immediate
- Critical business issue where data loss or inability to collect data threatens platform usage – Within four hours
- High-impact issue where production is proceeding, but in a significantly impaired fashion – Within twenty-four hours
- Issue that does not have significant current productivity impact – Within next maintenance release
The Client is responsible for the first level support for End-users that he has enrolled on the platform; submission of Issues without investigation by the Client may result in additional verification by CHANGR that will result into chargeable fees of 10 Euros per ticket not related to technical issues, payable within one month as from reception of related invoice.
14.7. Services and Services Credits
Services Credits are calculated as a percentage of the total fees due on the Client’s services invoice for the monthly billing cycle in which the Unavailability occurred, applied proportionally to the services that were Unavailable, in accordance with the schedule below:
- for Monthly Uptime Percentage less than 99.9% but equal to or greater than 99.0%, the Client will be eligible for a Services Credit of 10% of the fees attributable to the Services;
- for Monthly Uptime Percentage less than 99.0%, the Client will be eligible for a Services Credit of 30% of the fees attributable to the Services;
For example, if the services are Unavailable for 45 minutes, the Client would be eligible for a Services Credit for 10% of the Services usage for the month.
CHANGR will apply any Services Credits only against future payments for the Services otherwise due from the Client. At its discretion, CHANGR may issue the Services Credit to the credit card the Client used to pay for the billing cycle in which the Unavailability occurred.
Services Credits will not entitle the Client to any refund or other payment from CHANGR. A Services Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one Euro (1€). Services Credits may not be transferred or applied to any other account.
14.8. Sole Remedy
Unless otherwise provided in the Terms, the Client’s sole and exclusive remedy for any unavailability, non-performance, or other failure by CHANGR to provide the Services is the receipt of a Services Credit (if eligible) in accordance with the terms of this SLA.
14.9. Credit Request and Payment Procedures
To receive a Services Credit, the Client must submit a claim by sending an email to email@example.com. To be eligible, the credit request must be received by CHANGR by the end of the second billing cycle after which the incident occurred and must include:
- the words “SLA Credit Request” in the subject line;
- the dates and times of each Unavailability incident that the Client is claiming;
- the account handle(s);
- and logs that document the errors and corroborate the claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
If the Monthly Uptime Percentage of such request is confirmed by CHANGR and is less than the Services Commitment, then CHANGR will issue the Services Credit to the Client within one billing cycle following the month in which the request is confirmed by CHANGR. The Client’s failure to provide the request and other information as required above will disqualify it from receiving a Services Credit.
14.10. SLA Exclusions
The Services Commitment does not apply to any Unavailability:
- caused by factors beyond CHANGR’s reasonable control, including any force majeure event, lack of Internet access, or problems beyond the demarcation point of the CHANGR network;
- that results from any actions or inactions of the Client, the End Users or any third party;
- that results from the equipment, software or other technology of the client, End Users or any third party (other than third party equipment within CHANGR’s direct control);
- that results from failures of the Application not attributable to Unavailability;
- or that results from any Maintenance or Remedial Action.
If availability is impacted by factors other than those used in CHANGR Monthly Uptime Percentage calculation, then CHANGR may issue a Services Credit considering such factors at its sole discretion.
14.11 Technology & Browser Compatibility
The Application is developed and fine-tuned for Apple iOS and Google Android. CHANGR will keep the Application up-to-date and operate with the latest version of the operating systems we support as indicated on CHANGR's website; any version prior to that may have problems with some functionalities.
The Application is also supported on the latest version of all modern web browsers including, Firefox, Safari, Chrome, Internet Explorer and Microsoft Edge. Whilst CHANGR strive to give a seamless and near-identical experience across each of these browsers, it is impossible to compensate for the lack of web standards supports (relating to HTML & CSS) for some of these browsers. In the case of a browser not supporting certain web standards, CHANGR will include a generic workaround for that browser, which will degrade a specific function / feature gradually and in a way that doesn't affect the Client and End Users' experience negatively.
The Application is designed to be used for most common IT network setups. As these setups may include some client specific restrictions such as, but not limited to, firewall settings or anti-spam solutions, it is up to the Client to ensure that the network setup within its organization where the Application is to be deployed are configured properly to allow for the necessary in and out network traffic and bandwidth.
Article 15 – Links to other websites
The Application may contain links to third-party web sites or services that are not owned or controlled by CHANGR.
CHANGR has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. The Client further acknowledges and agrees that CHANGR shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
Article 16 – Technology escrow
CHANGR signed a technology escrow agreement for the benefit of the Client and End Users. The name of the technology escrow is available on CHANGR’s website.
Therefore, if CHANGR becomes subject to a petition in bankruptcy or any other proceedings relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, the escrow will replace CHANGR in the performance of the Application and ensure its smooth operation until the term of the current subscription term.
Article 17 – Force majeure
CHANGR shall not be held responsible for any damages caused by an interruption or decrease of the Internet network it commonly uses, the performance or telecommunications services, of the electricity supplier or in the event of force majeure.
CHANGR shall promptly notify the Client of its inability to perform and the suspension of the services provided by the Application will not induce the payment of damages.
Article 18 – Reversibility clause
Upon request of the Client within 30 days after the effective date of termination or expiration of the Agreement, CHANGR will make the Client’s data available for export or download in such format as decided by CHANGR. Any other format required by the Client will be subject to a prior quotation. After such period, CHANGR will have no obligation to maintain or provide these data and will therefore delete or destroy all copies of these data in its systems or otherwise in its possession or control, unless legally prohibited.
Article 19 – Assignment
The Client cannot assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without CHANGR’s prior written consent.
Article 20 – Commercial reference
The Client and End-Users authorize CHANGR to use their tradename and logo as a commercial reference.
This authorization shall survive termination of the Agreement.
Article 20 – Confidentiality
Each party shall refrain from disclosing confidential information concerning the other party or using such information for purposes other than for the proper performance of the Agreement. Information that is already in the public domain shall not be deemed confidential.
This obligation shall survive termination of the Agreement.
Article 21 – Termination
Each party may terminate this Agreement with immediate effect, by notice given in writing by means of communication ensuring evidence and date of receipt (e.g. registered mail with return receipt, special courier), in case of a substantial breach by the other party of the obligations arising out of the Contract, or in case of exceptional circumstances justifying the earlier termination.
The Parties agree that the following situations shall be considered as:
- substantial breach: default of payment exceeding 10 working days;
- exceptional circumstances: petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or any circumstances which are likely to affect substantially one party’s ability to carry out his obligations under this Agreement.
Article 22 – Relationship between the Parties
CHANGR and the Client are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between them.
Article 23 – Miscellaneous
Any failure to enforce any right or provision of these Terms will not be considered as a waiver of those rights.
If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
Article 24 – Applicable law – Dispute resolution
In the event of any dispute arising out of or in connection with the interpretation, the execution or the termination of the present agreement, the Parties hereby agree that it shall be governed by French law and handled by the Courts of Strasbourg, France.