GENERAL PARTNERSHIP CONDITIONS FOR THE PROVISION OF THE PARTOO DATABASE TO THE PARTNER
Partoo.fr is a website owned and operated by Partoo SAS, a company with a capital of 13,500 euros, having its registered office at 190 rue Championnet, in Paris (75018), registered with the Paris Trade and Companies Register, under number 803425404. It is available at http://www.partoo.fr.
Partoo offers its customers an improvement in their presence on the Internet and a simple solution for distributing their content on the web.
As part of this offer, Partoo references its customers on Partner sites and platforms.
In this respect, these General Terms and Conditions of Sale (GTC) govern the relationships between the partoo.fr website and the company Partoo (named “Partoo”) and its partners who will display the data provided by Partoo (individually named “The Partner”)
Hereinafter referred to collectively as the “Parties”.
THE FOLLOWING IS HEREBY AGREED:
Partoo is a company that assists professionals, including entrepreneurs, businesses, administrations of all types, in terms of advertising and communication, and thus contributes to optimizing their presence on the Internet (hereinafter referred to as “Activities”). Thus, by using Partoo, these professionals will no longer need to take multiple steps to update their information on the various websites and platforms that reference them since they will only need to manage their data through Partoo so that it is instantly broadcasted on all Partoo partner sites and platforms.
For its part, the Partner offers information services and publishes content based on the local search for professionals.
In this context, Partoo contacted the Partner in order to define the conditions for the provision and integration of its information database.
The Partner declared an interest in Partoo’s data allowing it to ensure the enrichment of its editorial content and the updating of the professional information at its disposal, which would be obsolete or incomplete.
The parties have therefore come closer together. Acceptance of Partoo data by the Partner, regardless of the form of this acceptance (Excel file, API, etc.) constitutes acceptance of these general conditions of sale.
THE PARTIES CAME TOGETHER AND AGREED ON THE FOLLOWING:
PRELIMINARY ARTICLE: DEFINITIONS
“Partoo Database” or “Partoo Data”: refers to all the data collected and processed by Partoo from professionals including its Customers, recorded in the Partoo database, organized and arranged in a systematic or methodical manner and accessible through an IT solution called API or by Excel file. Within the meaning of the intellectual property code, Partoo is the owner and producer of this database.
“Partner Database” or “Partner Data”: refers to all the Data of professionals referenced in the database and in the Partner Services, organized and arranged in a systematic or methodical manner and individually accessible by electronic means, collected by the Partner. Within the meaning of the intellectual property code, the Partner is the owner and producer of this database.
“Partner Services”: refers to all services published and/or operated by the Partner, which may be accessible by any means, and/or by any current or future vector and means of telecommunications via the Internet and/or mobile Internet.
“Partoo Customers”: refers to professionals who have subscribed to a contract with Partoo.
API: refers to the method of accessing Data developed by Partoo in order to display it on a website, a mobile application, digital terminals or any other type of digital medium. An API is a clearly defined IT facade through which a website will offer services to another website by means of automated calls.
ARTICLE 1 : OBJET
The purpose of these general conditions of sale is to define the conditions for the provision of the Partoo Database to the Partner as well as the conditions of use of the Partoo Database by the Partner.
Partoo hereby grants to the Partner the non-exclusive right and subject to what is stated herein, to use the Partoo Data, for the purpose of publication in the Partner Services.
Partoo hereby grants to the Partner the non-exclusive right and subject to what is stated herein, to use the Partoo Data, for the purpose of publication in the Partner Services.
ARTICLE 2: TERMS OF PROVISION OF PARTOO DATA
2.1 Terms of provision of Partoo Data
Partoo agrees to develop and deliver, at its own expense, the “Basic Data” in accordance with the format and conditions described in Appendix 1.
This Data is extracted from the Database owned and produced by Partoo, in accordance with the provisions of Law No. 98-536 of 1 July 1998 transposing Directive 96/9/EC of 11 March 1996 concerning the legal protection of databases into the Intellectual Property Code.
After acceptance of these general conditions of sale, Partoo will provide the Partner with its Database. To this end, Partoo will provide the Partner with the API code (via an API Key) or an Excel file with information from its customers (Partoo can also integrate the Partner API if the Partner has one).
Partoo guarantees, as part of an obligation of means, to make every effort to ensure that the Partoo Database made available to the Partner through the API is continuously available. If the mode of operation chosen is the Excel file, then Partoo agrees to make this file available to the Partner at least once a month if the Partoo database has been modified. In the event of a technical problem, Partoo will make its best efforts to carry out the necessary repairs as soon as possible.
2.2 Data Update by Partoo
Partoo updates the Customer data provided to the API on an ongoing basis. For the Excel file, updates are made at least once a month.
Updates should be sent in the same format as the original delivery.
At the end of these general conditions of sale, the Database provided by Partoo to the Partner will still be usable by the Partner Services for a period of 1 month. At the end of this month, the Partner and its services will no longer have access to either the API or to the operation based on an Excel file.
2.3 Partoo commitments
Partoo agrees to provide the Partner with its “Basic Data” in the format described in Appendix 1.
Partoo cannot guarantee that the Data extracted from its Database and provided to the Partner under this contract are free from errors or inaccurate references. However, Partoo declares and guarantees that Data relating to Partoo Customers are subject to regular checks and updates in order to ensure their reliability and accuracy.
Partoo guarantees the Partner peaceful enjoyment of Partoo Customer Data. In this respect, Partoo declares and guarantees that it has all the legal and/or contractual authorizations necessary to draft these general conditions of sale and agrees not to provide the Partner with any service or content that infringes the rights of third parties or applicable regulations and legalizations.
Partoo declares to comply with the provisions of the Data Protection Act No. 78-17 of 6 January 1978 as amended by Law No. 2004-801 of 6 August 2004.
As such, Partoo declares and guarantees that:
the processing carried out on Partoo Data has been subject to declaration formalities with the National Commission for Informatics and Freedoms (CNIL) and that these declarations are compatible with the signature of this contract; professionals whose data appear in the Partoo Database may exercise their rights of access, modification and deletion in accordance with the Data Protection Act. When these professionals exercise their rights, Partoo agrees to transmit the complaint to the Partner without delay.
2.4 Update of the Partoo Service
Partoo agrees to notify the Partner, by email, with a minimum notice of (one) 1 month before the entry into force of any modification of the terms of supply of the API (or the Excel file) that affects the structure or the provision of the Partoo Data, and to communicate these changes, so that the Partner can integrate them into the Partner Services and test them.
2.5 Change of purpose and/or editorial line of Partoo Activities
Partoo agrees to inform the Partner in advance and in writing of any change in the subject and/or editorial line of its Activities, the Partner then reserving the right to terminate these general conditions of sale, at any time, ipso jure, without notice and without judicial formality, by sending a notification by registered mail with acknowledgement of receipt with immediate effect.
3.1 Publication of Partoo Data in Partner Services
The Partner agrees, as part of an obligation to achieve results, to include in its Services, at least, all the fields provided by Partoo, insofar as these are available on the Partner’s public interface (listings that can be consulted by Internet users) and as part of the free publication (the free publication corresponds to information that a company could have distributed free of charge on the Partner’s platform), corresponding to the information recorded on the Partoo Database relating to Partoo customers.
The Partner agrees to make its best efforts to integrate into its Services more advanced content available on the Partoo database, such as special messages (for example, exceptional hours), news, promotional codes, menus, services, prices, price lists, photographs, product catalogs, etc.
The information recorded on the Partoo Database is likely to change over time and its integration by the Partner will contribute to enriching the quality of the data made available to its users. The Partner will make the necessary changes in its Services as soon as possible. These deadlines must be compatible with the constraints for updating each Service.
The Partner guarantees, as part of a best effort obligation, the updating of data relating to Partoo Customers within the shortest possible time from the API updates (ideally almost instantaneous), but cannot guarantee that these updates are free of errors or inaccurate references. If the chosen operation is based on the transmission of Excel files, then the Partner agrees, as part of an obligation of means, to respect an update period of less than 2 weeks from the transmission of the file to the Partner.
The Partner guarantees, within the framework of an obligation to achieve results, the immediate updating of the data relating to professionals referenced on the Partoo Database in the event that the professionals whose data appear in the Partoo Database exercise their rights of access, modification and deletion in accordance with the Data Protection Act.
The Partner agrees, as part of an obligation to achieve results, to transmit Partoo Customer Data updates to the Partner services.
Updates to the Partner Database will be made subject to the status and conditions under which they were received from Partoo, the regulations in force and the editorial standards applicable to each Service, which may be modified without notice, in particular during new versions of the Partner Services.
The Partner will display on the professional listings the information made available to Partoo subject to changes in the editorial standards applicable to each Service. These editorial standards are defined by the Partner who, as part of its editorial responsibility:
determines the content of the Data to be published in each of its Services;
determines the information to be published and the rules for displaying this information;
makes its decisions with regard to the quality of the information broadcasted in its Services.
The Partner agrees to make its best efforts to provide its users, within the framework of a performance obligation, with the most exhaustive possible information concerning Partoo Customers.
The Partner agrees to do everything possible to transmit to Partoo the information (if available) related to the statistics of visits to the Internet pages (or business listings) of Partoo Customers, namely the number of visits to the page of the professional in question. The information transmitted will in particular concern the number of times the professional’s page is displayed. If the Partner has in its possession other statistics such as the average time spent per page, the number of clicks on the website, the number of telephone calls, the number of itineraries consulted, the type of search leading to the display of the listing, the number of impressions of the listing, the Partner agrees to make its best efforts to share this type of information with Partoo. The statistics in question should be made available as frequently as possible (ideally on a daily or weekly basis), and will concern, if the Partner can provide these data, statistics beginning 6 months before the Partoo customer registers for Partoo services.
The Partner may index the data provided by Partoo within the limits of the basic data, namely the name of the company, the category of activity, its address, its telephone, its fax, its website, its GPS coordinates and its schedules.
3.2 Promotion of Partoo
It is understood that Partoo Data will be broadcasted on Partner Services under their brands. However, in order to help Partoo improve its visibility, the Partner may affix, in the immediate vicinity of each professional’s listing enriched by Data provided by Partoo, the logo provided by Partoo, as well as a hypertext link to the Partoo website.
Under these general conditions of sale, the Partner authorizes Partoo to cite the name of the Partner (on its website, on its brochures, during interviews, etc.), as part of its communication strategy, it being understood that the sole purpose of this quote cannot be to state the existence of this agreement, in accordance with the provisions of article 15.
ARTICLE 4 – FINANCIAL CONDITIONS
4.1 The Partoo API (and Excel) service is provided free of charge.
4.2 The Partner will integrate the information provided by Partoo without requesting any financial compensation.
ARTICLE 5 – DURATION
These general conditions of sale take effect upon acceptance and end at the end of the following calendar year.
They will then be renewed by tacit renewal for a period of twelve (12) months, unless terminated by either Party, notified by registered letter with acknowledgment of receipt, three (3) months before the upcoming contractual term.
ARTICLE 6 : RESPONSIBILITY
Each Party declares to hold all the rights necessary to accept these general conditions of sale.
In accordance with common law, each Party shall be liable to the other Party for direct damage of any kind incurred as a result of the performance or non-performance of its contractual obligations resulting from these general conditions of sale. Under no circumstances may either of the Parties be held liable for any indirect damage such as, but not limited to, loss of market, commercial damage, loss of customers, loss of brand image that may result from the execution of these general conditions of sale.
The Partner is solely responsible for the adequacy of the services it develops to the needs of its customers. Consequently, the Partner agrees to take personal responsibility for any complaint and/or procedure, regardless of form, object or nature, initiated by a third party, and which would be formed in connection with the provision by the Partner of its own services, with the exception of any recourse, complaint and/or procedure initiated by a third party and which would find its purpose in the data transmitted by Partoo and reproduced identically by the Partner.
ARTICLE 7 : TERMINATION
In the event of non-execution or poor execution of any of the clauses of these general conditions of sale by either Party, and thirty (30) days after the receipt of a notice sent by registered letter with acknowledgement of receipt that remains ineffective, the other Party may automatically terminate this agreement with immediate effect without the need to complete any formality, with the possibility of an action for damages.
ARTICLE 8 – OWNERSHIP
These general conditions of sale do not transfer ownership. It is expressly recalled that, in accordance with the provisions of Law No. 98-536 of 1 July 1998, transposing Directive 96/9/EC of 11 March 1996, relating to the legal protection of databases into the Intellectual Property Code, the Parties are producers and owners of their respective database integrating the data. As such, the Parties guarantee themselves against claims by third parties relating to said property, based on the failure to respect the rights of a third party. The Parties undertake to bear all costs and expenses related to any action or claim based on the violation of the rights of a third party, as well as all the financial consequences that would result from a possible conviction or a transaction resulting from a legal action or not.
The databases provided by Partoo to the Partner remain the exclusive property of Partoo.
The programs, data, database and more generally any element added or combined to all or part of the Partoo Data by the Partner as well as the Partner Services do not confer any ownership rights to the Partner and its Services on the Partoo Data.
Consequently, the Parties acknowledge that the data to which they have access under these general conditions of sale and composing their databases are legally protected and that their supply is exclusively limited to the subject of these general conditions of sale. The Partner formally agrees not to share or disclose the information in the Partoo database, free or for a fee, to any third party without the prior written consent of Partoo.
Any transmission of Data belonging to Partoo by the Partner to a third party will result in the termination of this agreement at the Partner’s fault. The Partner will automatically owe Partoo the payment of damages and interest.
ARTICLE 9 – CONFIDENTIALITY
Each Party agrees to keep strictly confidential all information concerning the other Party to which it may have access under this Agreement, regardless of how such information is communicated. In particular, each Party agrees to respect the confidential nature of the methods, processes and know-how of the other Party that it may become aware of in the context of the execution of these general conditions of sale.
Any commercial, financial or technical information that is not in the public domain is considered confidential by nature.
The Party disclosing the confidential information is considered to be the sole owner of all rights to such confidential information. The Parties agree to use the information, data and documents referred to herein only for the performance of their respective obligations under these general conditions of sale or upon valid request from competent authorities.
The Partner agrees to protect and keep strictly confidential the information transmitted by Partoo; to disclose it internally only to members of its staff who are aware of it and to bring to their attention its confidential nature and the obligations associated with it; not to copy, reproduce, or duplicate totally or partially, or transmit it to third parties, without the prior written consent of Partoo.
In the event of a breach of this obligation by one of the parties, the other party may cancel under the conditions set out in article 7 of this document.
Furthermore, taking into account the personal nature of the information or information that they may communicate to each other in connection with the execution of these general conditions of sale, the Parties undertake to ensure that such information or data is communicated in strict compliance with the provisions of the amended law of 6 January 1978, known as the “Informatics and Freedoms” law and, more generally, with the regulations in force.
ARTICLE 10 – FORCE MAJEURE
None of the Parties may be held responsible for any breach of its obligations under these general conditions of sale if such a breach results from a force majeure event according to the criteria adopted by the case law of the Court of Cassation.
The Party breaching its obligations for one of the causes mentioned in this article must notify the other within eight (8) days of the occurrence of the event, by registered letter with acknowledgment of receipt.
The execution of these general conditions of sale is then suspended upon the occurrence of the event in question until the expiration of said event, expiration notified under the same conditions as its occurrence.
If the event persists after a period of sixty (60) days from the notification of its occurrence, each of the Parties may automatically and without any formality terminate these general conditions of sale by registered letter with acknowledgment of receipt, unless the Parties, after consulting each other, agree to modify this agreement to adapt it to the circumstances resulting from force majeure.
ARTICLE 11 – INDEPENDENCE OF THE PARTIES
Each of the Parties is an independent legal entity acting in its own name and under its own responsibility. These general conditions of sale do not constitute an association, a joint venture, or a mandate given by one of the Parties to the other.
Each Party is therefore prohibited from entering into a commitment in the name and on behalf of the other Party unless otherwise expressly agreed. In this case, a registered letter with acknowledgement of receipt will be used for both the request and the acceptance.
ARTICLE 12 – PARTIAL INVALIDITY
If any of the provisions of these general conditions of sale are declared void following a court decision, or if they should be amended as a result of a decision of a national or Community authority, the parties will make every effort in good faith to adapt the conditions of execution of this document or to adopt an equivalent clause, it being understood that this invalidity will not affect the other provisions of the general conditions of sale.
In the event of a legislative, administrative or regulatory amendment affecting any element of these general conditions of sale, the Parties agree to apply such modification as soon as it enters into force, provided that it is mandatory and directly applicable. In this case, an amendment will be drawn up to acknowledge said modification.
ARTICLE 13 – INTEGRALITY/NON-RENUNCIATION
These general conditions of sale, including its appendices and any amendments, express all the obligations of the Parties. In the event of a contradiction between this document and its appendices, this document will prevail.
The provisions of this document cancel and replace all acceptances, correspondence or agreements prior to the acceptance of these general conditions of sale.
Any modification of this document must be the subject of an amendment signed between the Parties.
It is formally agreed that any waiver or tolerance by one of the parties to the application of all or part of the commitments provided for in these general conditions of sale, regardless of their frequency and duration, cannot constitute a modification of this document, or give rise to any right.
ARTICLE 14 – RIGHT OF PUBLICITY
In order to allow Partoo to perform the services referred to in these general conditions of sale, the Partner authorizes Partoo to report to its customers, in writing and orally, the existence of this partnership, it being understood that the content of the document must remain strictly confidential.
In this context, Partoo may represent and/or reproduce the Partner’s corporate name, brands and logo for the sole purpose of promoting this agreement.
ARTICLE 15 – APPLICABLE LAW/LITIGATION
These general conditions of sale are governed by French law. Any dispute related to the application, execution and interpretation of this document will, in the absence of an amicable agreement, be subject to the competent French courts.
ANNEXE 1 – DESCRIPTION OF THE PARTOO DATABASE
The data offered by Partoo to the Partner are defined below, without these being limitative:
- Company name
- Postal code
- SIRET number: this information is not available for all elements of the database
- Telephone number
- Fax: this information is not available for all elements of the database
- GPS Latitude
- GPS Longitude
- Opening hours
- Special messages (exceptional time types): this information is not available for all elements of the database
- Company logo: this information is not available for all elements of the database
- Photographs: this information is not available for all elements of the database
- Videos: this information is not available for all elements of the database
- Description: this information is not available for all elements of the database
- Menus (only for restaurants): this information is not available for all items in the database
- Price (for other activities): this information is not available for all elements of the database
- Benefits: this information is not available for all elements of the database
- Services offered: this information is not available for all elements of the database
- Website: this information is not available for all elements of the database
- Email contact: this information is not available for all elements of the database
- Facebook link: this information is not available for all elements of the database
- Twitter link: this information is not available for all elements of the database
- Good deals: this information is not available for all elements of the database
- News: this information is not available for all elements of the database
- Promo codes: this information is not available for all items in the database
- Product catalogs: this information is not available for all items in the database
- Company keywords (for SEO purposes): this information is not available for all elements of the database