Terms and conditions of sale

The Solution is provided by Pukka SAS, a simplified stock company with capital of 20,000 €, registered in the Nanterre Trade and Companies Registry under the number 826 625 897, with its head office located 52, rue Jean Jaurès – 92170 Vanves (France). Hereinafter referred to as “PUKKA”.

PUKKA publishes and uses the “PUKKA” Solution, which is a social network made for Clients companies and their workers and whose features and technical functionalities are described on PUKKA’s website.

The Client wants to provide to the Users (specified by him) the access to the PUKKA network and help them benefit from the Solution’s functionalities.

PUKKA offered to the Client a service consisting of the provision of the Solution in a “Software as a Service” mode (SaaS), outsourced and hosted by PUKKA.

The Parties have met to hereby formalise the terms of their collaboration.

This agreement totally replaces any previous business proposal exchanged or agreements intervened between the Parties.

ARTICLE 1 – DEFINITIONS

Within the contract, the words beginning with a capital letter whether used in the singular or plural are used with the following meaning:

ARTICLE 2 – OBJECT

The purpose of this contract is to determine the terms and conditions according to, PUKKA:

ARTICLE 3 – DURATION

This contract is concluded for a determined period at the subscription and begins from the Client’s signature of the contract or from his agreement of these conditions via the PUKKA’s website.

It continues until the end of the subscription period.

This subscription period might be extended before its due date by the conclusion of an amendment to this Contract or via the PUKKA’s website.

If the subscription’s renewal or extension is not done before its due date, the provisions of article 15 will be brought into operation.

ARTICLE 4 – LICENCE’S USE OF THE SOLUTION

4.1 PUKKA grants to the Client a non-exclusive, personal and non-transferable license in his existing version as of the current date and in all the new versions to come for the Solution’s use by the Users beforehand specified by the Client.

4.2 The above license is only granted for the Solution’s use by the Client, according to the methods set above, for his own needs and only by the Users beforehand authorised.

The Client therefore restricts himself from:

The right of use is only granted to the Client subject to the effective and integral payment of the price agreed in article 7.

ARTICLE 5 – ACCESS AND HOSTING

5.1 Storage space availability

The Parties agreed by mutual consent on the storage capacity needed for the Solution’s and Data’s hosting.

Any request of the Client about additional servers or capacity needed in order to carry out this contract, especially due to its evolution, will be the subject of an amendment to the contract.

5.2 Solution’s Access

PUKKA will transmit to the Client the pertinent information about the Solution’s exploitation, to which the Client will be able to access with the IDs defined during his inscription.

ARTICLE 6 – MAINTENANCE AND SUPPORT SERVICES

6.1 Corrective and evolutionary maintenance

6.1.1 Corrective maintenance

The purpose of the corrective maintenance is to correct, throughout the duration of the contract, anomalies detected in the Solution’s functioning, subsequently to its provisioning, as bugs or dysfunction (hereinafter the “Anomalies”).

The Client will be able to report to PUKKA any Anomaly by email to support@pukka.io, trying to give the broadest range of information available in order to enable PUKKA to characterise the incident. The reception of this email is considered as an Anomaly.

PUKKA will then proceed to a diagnosis of the Anomaly, verifying if it comes from the Solution or from the Client’s infrastructure.

PUKKA will inform the Client of the diagnosis results by email.

These delays will be carried out during PUKKA’s range of intervention, that is between 9 AM and 6 PM during working days. A working day means from Monday to Friday. Any delay beginning in this time range will expire the same time of the last delay’s working day.

6.1.2 Evolutionary Maintenance

PUKKA undertakes to ensure the Client, throughout the contract:

The nature and regularity of these Updates and New Versions will be left to the free evaluation of PUKKA.

The Updates might be run automatically and without prior information, which is expressly agreed by the Client.

PUKKA will beforehand inform the Client of any New Version of the Solution, this by any convenient way and especially by email.

6.2 Technical Support

Apart from the Anomalies and concerning any question about the Solution’s use, PUKKA offers to its Client a technical support involving an assistance and advice.

The technical support is available by email (support@pukka.io) from Monday to Friday, between 9 AM and 6 PM, excluding public holidays and non-working days.

Once the need identified, PUKKA will estimate how long it will take to answer the demand and its nature, and will keep the Client informed.

ARTICLE 7 – FINANCIAL TERMS

7.1 Price

In return of the licence’s grant, the Client will pay a monthly or yearly fixed price, according to the service type requested by the Client and the Solution’s functionalities subscribed when concluding the contract.

PUKKA’s prices are available on PUKKA’s website or by simple request.

7.2 Invoicing and payment

The Client’s payment of the price may be done on production of the bill or by direct debit on the bank account defined when concluding the contract.

The price shall be subject to monthly or yearly bills, released in any written way, and especially by email.

Unless agreed specifically between the Parties, the payment of the price must be done within thirty (30) days of the invoice’s issuing.

7.3 Payment’s delays and incidents

The Client is informed and expressly accept that any payment delay of all or part of an amount due at its term will automatically lead to, without prejudice of the provisions of Article 14 and without further notice:

(i) The forfeiture of the terms of the total amount due by the Client and their immediate chargeability;

(ii) The immediate cessation of PUKKA’s performances until the full payment of the total amount due by the Client;

(iii) Invoicing for PUKKA’s benefit of a payment interest of five (5) times the legal interest rate, calculated on the basis of the total amount due by the Client and a fixed allowance of forty (40) euros for recovery fees.

ARTICLE 8 – CLIENT’S OBLIGATIONS

Without prejudice to other obligations provided by this contract, the Client commits to respect the following obligations.

8.1 The Client commits to provide to PUKKA all the documents, elements, data and information needed for the fulfilment of PUKKA’s obligations as written in this contract.

More broadly, the Client commits to cooperate actively with PUKKA, for the proper execution of this contract and inform the company of any problem that could occur during its execution.

8.2 The Client states that before signing this contract, he received from PUKKA any advice, instruction and detail needed in order to knowingly subscribe to this contract, so he possesses a sufficient knowledge of the Solution’s characteristics and functionalities, and that he has, before signing this contract, enough exchanged with PUKKA to ensure that the provision service of the Solution outsourced meets his requirements, expectations and needs.

The Client notably declares be aware that some software of the Solution are software called “free” or owned by third parties, and for whom PUKKA acquired an operational license, whose a list can be accessed by the Client, by simple request.

8.3 The Client will have to ensure the good use of the Solution under his responsibility by himself and all the named Users. He notably has to:

The Client takes care of the implementation of the procedures allowing to strengthen the Solution’s security process, along with the prevention of any shortcoming, intrusion or intrusion attempt by malevolent third parties.

8.4 The Client undertakes to inform PUKKA without delay in case of Client’s Infrastructure maintenance, Client’s Infrastructure data centre change, or any event that could prejudice the Solution’s proper use.

8.5 The Client vouches for any improper, non-conform or illicit use that could be done of the Solution by the Users, notably concerning the breaches of current law or regulations.

8.6 The Client is then solely responsible for the implementation of any procedures meant to prevent or fix the commission of such acts.

8.7 The Client is solely responsible of the Solution’s use and notably:

For this purpose, the Client undertakes to exonerate PUKKA in any dispute or litigation that could occur in this field, and take care of their resolution.

It is furthermore expressly agreed between the Parties that the Client will be solely responsible of the User’s data collection, and of their incorporation to the Solution.

8.8 The Client will make its personal business of all the declarations and formalities, notably the administrative, fiscal, and / or social ones, along with any legal and / or administrative and / or binding authorisations required for the Solution's use. He acknowledges that he is solely responsible and that PUKKA's responsibility may in no way be engaged for this reason.

Notably, the Client recognises to be solely responsible for processing personal data which could be collected through the Solution and commits to complete any potentially needed declarations to the National Commission for Data Protection and Liberties.

8.9 The Client guarantees PUKKA that the Data integrated in the Solution are lawful, do not violate public order, third parties right, law or regulation, and, more broadly, would not affect in any way, PUKKA's civil or penal liability.

8.10 The Client guarantees PUKKA against any complaint, reclamation, action and / or demand that PUKKA could suffer from as a result of the violation by the Client of any obligation of this contract.

He guarantees PUKKA to pay any fees, charges and / or convictions that the company could have to hence support.

ARTICLE 9 – PUKKA’s obligations and responsibility

9.1 PUKKA commits to perform its obligations under this agreement with conscientiousness, having clarified that an obligation of means, exclusive of any performance obligation, weighs on PUKKA, which the Client acknowledges and expressively accepts.

9.2 PUKKA ensures the Client (i) that, in the present contract, she has any rights and needed authorisation to grant to the Client the Solution’s Use, and that the Solution does not contain anything that could be prohibited by any current law or regulation notably related to counterfeit, unfair competition, and, more broadly, that could violate any third party right, and (ii) that she did not assent or will assent a third party any cession or license on the Solution that could restrain or interfere with the contract’s execution.

9.3 PUKKA commits to use information, documents, data and more broadly any elements that could be transferred by the Client exclusively in order to execute this contract. PUKKA binds not to diffuse or share these elements with any third party except on request or with the express approval of the Client.

9.4 PUKKA binds to inform the Client of any foreseeable difficulty or instantaneous impossibility to access the Solution that would be due to outer circumstances, to the force majeure, or to the communication network’s disturbance.

9.5 PUKKA could not be held as responsible for:

9.7 At all events, PUKKA could not be liable towards the Client of the payment of any compensation, of any nature, directs, substantive, commercials, financials, or morals, due to this contract, for a higher amount than the ones invoiced by PUKKA in this context that involved his responsibility, during the month preceding the damage’s occurrence.

9.8 PUKKA’s responsibility might be involved if the Client issued a complaint, by registered letter with acknowledgement of receipt within the month following the damage’s occurrence.

ARTICLE 10 – PUKKA’s Copyright

The Client acknowledges by explicit agreement that this contract does not lend him any right on the Solution’s copyright and its developments, which remain the exclusive property of PUKKA. The Client only possesses a Solution’s use licence, within the limits of the present Term and Conditions.

Hence, any disassembling, decompilation, decryption, retrieval, reutilisation, copy and more broadly, any action of reproduction, representation, dissemination, and use of any Solution’s element, in whole or in part, without PUKKA’s authorisation, are rigorously prohibited and could be subject to legal proceedings.

ARTICLE 11 – Commercial References

The Client expressly authorises PUKKA to use his name, brand or logo, as commercial references, on any type of support, in any way, during the whole duration of this contract and after, for a three (3) years duration.

Furthermore, PUKKA will be able to use, for commercial and promotional purposes, Data and content provided by the Users subject to the prior information of the Client and its authorisation, once he will have obtained the User’s authorisation for his data’s use.

ARTICLE 12 – Discretion

Each Party commits to keep strictly confidential any legal, commercial, industrial, technical, strategic, or financial document or information related to the other Party, of which she would be aware of by the conclusion or execution of this contract, and to not disclose them without the prior written authorisation of the other Party.

This obligation does not reach the documents and information:

(i) of which the Party already knew about;

(ii) were already public throughout their communication or would become public without violating this contract;

(iii) that would come from a third party in a lawful way;

(iv) of which the communication would be required by the legal authorities, in application of laws or regulation, or in order to determine the rights of one of the Parties in this contract.

This discretion’s obligation reaches all the employees of the Parties and their associates and co-contractor.

This obligation will continue to be in force for the five (5) years following the end of the relation between the Parties.

ARTICLE 13 – “Intuitu personae”

This contract is considered as being conclude in consideration of the Parties, and as a consequence, these ones won’t devolve or transfer any right given by this contract, or won’t entrust a third party to execute, in whole or in part, their obligation, without the express and written consent of the other Party.

PUKKA reserves, however, the ability to use subcontractors for connected performances needed for the obligation’s realisation of this contract, which the Client expressly accepts at the only condition that PUKKA preliminarily informs him of the modalities and conditions of this subcontracting.

Under these circumstances, PUKKA commits to uphold the same contractual obligations by its subcontractors than the one she binds to in this contract.

ARTICLE 14 – Termination

In case of a breach by one of the Parties to its obligations concerning the present contract, this one will be terminated automatically thirty (30) days after the reception by the failing party of a formal notice, remained without answer, by registered letter with acknowledgement of receipt, mentioning the intent to apply the present clause, without prejudice to any damages that may be claimed to the failing party.

ARTICLE 15 – Effects of the contract’s termination and reversibility

At the termination of the present contract, whatever the cause, the Client must stop without delay any use of the Solution.

In case of the present contract’s termination, whatever the cause is, PUKKA would, at the Client’s request formulated before the end of the contract’s term, return to him all the Data integrated in it, under a readable standard format in an equivalent environment, to allow the Client, or any provider of its choice, to take over the benefits that are subject to the present Terms and Conditions of Sale in normal operating conditions, ensuring the continued of such benefits on the system that the Client has selected.

Overall benefits related to the reversibility will be the subject of a quote from PUKKA.

The Client commits to actively collaborate with PUKKA to facilitate the Data and information recovery.

It is common understanding of explicit agreement between the Parties that PUKKA will be discharge of its obligation to proceed with the reversibility of the Solution and Data, as long as the Client hasn’t settled the entirety of the bills issued by PUKKA under the execution of the present Terms and Conditions of Sale.

ARTICLE 16 – Various provisions

16.1 Relations between the Parties

It is expressly agreed that none of the Parties shall be entitled to avail themselves of the present contract’s provisions to claim, in any way, the capacity of agent or employee of the other Party, nor engage the other Party with third parties, beyond the cases formally provides by the provisions of the present Terms and Conditions of Sale.

Under the terms of the present Terms and Conditions of Sale, it’s not provided a particular legal structure between the Parties, each one preserving its full autonomy, its responsibilities and its own customers.

16.2 Statement of an address

For the execution of the present Terms and Conditions of Sale, each Party undertakes to keep each other informed about any address’ change by registered letter with acknowledgement of receipt. In case of failing, any letter sent to the address given when concluding the contract will be considered to have been validly received.

16.3 Contract’s autonomy, divisibility and changes

The present contract represents all the commitments existing between the Parties. It replaces and cancels any previous oral or written agreement in relation to the subject of this contract.

The invalidity or unenforceability of any provision of the present contract will not invalidate the other ones, which will retain their enforceability and scope. The Parties will discuss together to establish in good faith the necessary amendments, so that each of them may be in an economic situation comparable to that which resulting of the provision’s Solution declared invalid.

Any change or amendment at the present contract shall be made by mutual written agreement of the Parties which, when this modality is explicitly provided in the present Terms and Conditions of Sale, shall intervene through an exchange of e-mails.

16.4 Non-waiver

The absence or the waiver, by a Party to exercise or to assert any right under the present contract cannot in any event be treated as a waiver of any such right for the future, the said waiver producing effects only under the considered occasion.

16.5 Applicable law and jurisdiction

The present contract is subject to the French law and will be governed and interpreted under that law.

Any dispute that may arise from its validity, its interpretation or its execution will be subject to the exclusive jurisdiction of the Courts of Paris (France).