The Client wishes to benefit from the Service of a virtual assistant offered by the Service Provider, Pixielanes, under the brand name “Julie Desk”, which enables the organisation of appointments and the reservation of conference rooms and meetings by email. The Client has assessed the pertinence of the Service and its compatibility with its employees’ requirements and acknowledges having been fully informed of the terms and characteristics of the Service.
1 - DefinitionsThe terms beginning with a capital letter in the General Terms & Conditions of Licence and Service, whether they are used in their singular or plural form, will carry the following meaning.
1.1 Anomaly : refers to any dysfunction that affects the Service as defined by the contractual documents and that either inhibits the normal use of all or part of the Service, or that elicits an incorrect result or action when the Service is being used for its intended purpose.
1.2 Client Data : refers in particular to all documents, files, information or databases, or personal details, transferred by the Client or a User, to the Service Provider within the framework of use of the Service and for the sole purpose of the execution of the latter.
1.3 Contract : refers to both the General Terms & Conditions of Licence and Service subscribed to by the Client as well as any appendices thereto.
1.4 Date of Entry into Effect : refers to the date of confirmation of online subscription to the Service.
1.5 Documentation : refers to the documentation concerning the description of the Service, its functionalities and in particular, the user manuals. The Documentation is available to the Client online on the website in its French version
1.6 Julie : refers to the email available to Users for use of the Service and to send User Requests (firstname.lastname@example.org or julie.desk@[Client_domain_name]) if this option is subscribed to by the Client).
1.7 Licence : refers to the right to use the Service (including access to the help desk and maintenance service) granted to a User in exchange for payment of the corresponding fee.
1.8 New Version: refers to a version of the Service that includes substantial changes to existing functionalities or new optional functionalities, which may give rise to additional billing.
1.9 Non-Availability: refers to a disruption of the Service that is not caused by the Client’s material and/or a third party who is not under the responsibility of the Service Provider (notably network problems, non-availability of the Client’s email account or agenda).
1.10 Regulations concerning personal data protection: refers to the law no. 78-17 of 6 January 1978 relative to information, technology and civil liberties (called the “Data Protection Law”) in its latest effective version, the European Directive 95/46/EC and the General Regulation for Data Protection (EU) 2016/679 as of its entry into effect.
1.11 Request: refers to tasks requested of Julie for the organisation of an appointment, the changing or cancelling of a confirmed appointment (i.e. fixed and set-up), the reservation of a conference room.
1.12 Service: refers to all the means made available, software and material, (online platforms enabling access to and the use of functionalities for the assistance in making appointments and reserving conference rooms described in the Contract, notably under article 5.1) and the handling of Requests sent by Users to Julie. The Service is provided in French and in English.
1.13 Service Provider: refers to “Julie Desk” by Pixielanes, a simplified joint-stock company with a capital of €14,770 registered with the French Trade and Companies Registry (RCS) in Nanterre under the number B 0033 661 768341 , the head office of which is located at 27 rue Arago, 92800 Puteaux, France, represented by Mr Julien Wolff, in his capacity as President, duly empowered for the purposes hereof.
1.14 Special Terms & Conditions: refers to the description of the order for Licences signed by the Client or, in the case of online subscription to the Service, the offer selected and approved online by the Client pursuant to the stages of the order.
1.15 Update: refers to a version of the Service, including the correction of Anomalies for preventative purposes and improvements to the Service to iso-functionalities.
: refers to any individual authorised by the Client to use the Service. Said Users may be – but are not limited to – any person bound to the Client by contract.
2 - Purpose
The Purpose of the Contract is to set-out the terms & conditions applicable to the Service subscribed to by the Client in return for the payment of the Licence fee.
3 - Entry into Effect – Duration
The Contract is applicable from the Date of Entry into Effect and runs for the period of the chosen plan (monthly or annually), notwithstanding early termination by one of the Parties under the conditions provided for under article 14.
The Contract will be tacitly renewed at each anniversary for successive periods based on the service selected. The cancellation of the Service can be ordered by either of the Parties, either by registered letter or by email at the address email@example.com, respecting a period of notice of 90 days for annual contracts or 11 days for monthly contracts.
4 - Service subscription procedures
The Client may subscribe to the Service either via the Service Provider’s sales desk, or directly online via the website, after having created an online account according to the procedure indicated on the website and completed their details, chosen the relevant offer, the duration of Service required and having approved the General Terms & Conditions of Licence and Service.
Please note that the Service is exclusively reserved for professional use and is not available to consumers.
5 - Service Description5.1 – Functionalities:
At the very least, the Provider’s Service will enable Users to:
– Organise appointments,
– Change or cancel fixed appointments.
All, subject to compatibility with the technical prerequisites described in the online Documentation.
5.2 – Licence:
A Licence is assigned to a User.
The list of Users can be modified at any time, upon a simple written request (email firstname.lastname@example.org ) from the Client, subject to the minimum number of Users defined between the Parties.
It is expressly agreed between the Parties that a Licence is not nominally assigned to a User. It can therefore be transferred from one User to another, without surcharge, upon the Client’s request. For the modification request to be confirmed, the name and email of the Users concerned must be specified in order for the corresponding Licences to be reassigned, assigned or deleted. Subject to these changes, the number of Licences will be modified where necessary and in consequence, the billing, according to the terms provided for under article 7.1.
5.3 – Accessibility:
The Client may use the Service 24/7, including on Sundays and bank holidays, excluding maintenance periods. However, the Service Provider cannot guarantee that the Service will be permanently and continuously available.
The Level of Service corresponding to processing time for Requests is set-out under article 6.
Use of the Service is carried out via email for each User:
– by sending an email to Julie.
Identification for each User is carried out by:
– email address of the User Sender or copy of the email received by Julie.
The User is solely responsible for maintaining the confidentiality of the access codes to their email accounts and their agendas; the Service Provider refuses all liability in the event of use of the Service by an individual other than the User or a person authorised by the latter, possessing their email account username and password.
5.4 – Help Desk – Maintenance:
Subject to the payment of Licence fees, the Service Provider undertakes to provide the Client with:
- a technical assistance service, accessible from 9 am to 6 pm, from Monday to Friday, excluding French bank holidays;
- online assistance for each new User;
- user assistance by telephone +33 6 61 76 83 41 ou +44 7596 337344 or by email to the address email@example.com;
- correctional maintenance: the Service Provider undertakes, without additional cost, to make sure that the Client benefits from any corrections made to Anomalies detected in order to ensure the proper use of the Service;
- Service development maintenance: the Service Provider undertakes to make sure that the Client benefits from all Service updates. New payable Versions can be subscribed to optionally by the Client.
In the event of non-availability of the Service, the Provider undertakes to inform the Client by email during the hours of service by indicating, where possible, the cause of non-availability and an estimation of the delay before restoration of Service
6 - Level of Service6.1 – Level of Service:
The Service Provider undertakes to process 100% of the Requests carried out in a calendar month within a maximum of 24 hours from the time of sending the Request to Julie (the “Level of Service”) [the average handling time observed for a Request is 30 minutes].
6.2 - Restrictions:
The aforementioned Level of Service does not apply in the event of operating problems or of Non-Availability: (i) as a result of factors described in article 11 (Force Majeure) of the General Terms & Conditions of Licence and Service or (ii) caused by the Client’s material and/or a third-party who is not under the responsibility of the Service Provider (in particular, network problems, non-availability of the Client’s email account).
7 - Financial Terms7.1 – Fees:
In return for providing the Service for the duration of the Contract, the Client pays the amount of the selected licence. The amount of fees for the Licence is determined according to the number of Users subscribed by the Client. The number of Users can only increase. In the event of a rise in the number of Users, the Client must subscribe to additional Licences with the Service Provider. The increase in Licence prices is carried out automatically on a monthly basis, depending on variations in the number of Users. If the number of Users is inferior to the number of Licences initially ordered, the Client may not claim any refund or reduction in the initial Licence fee.
Julie Desk offers three types of services : Teddy at 17,99€HT/month/user, Violetta at 59,99€HT/month/user, Julie at 79,99€HT and Paul. For more details, please, visit the pricing page on our website.
7.2 – Price – Taxes:
The prices are indicated in Euros excluding taxes and increased by VAT at the current rate at the date of billing.
7.3 – Terms of Payment:
Invoices from the Service Provider are payable net and without deduction, in advance, within thirty (30) days from the date of reception. The invoices are payable by card, SEPA direct debit or, exceptionally, by bank transfer to the Provider’s bank account, the references of which are indicated by the Provider to the Client with the former’s written agreement. Any disputes over invoices must be justified and submitted to the Service Provider before the invoice’s date of term. Failing to issue the Provider with a justified objection before this date, the Client will be conside
7.4 – Default of Payment:
Without prejudice to any damages, the failure of the Client to pay an invoice on its due date automatically entails (i) the application of interest for late payment equal to three times the legal interest rate, from the first day overdue; (ii) the application of a fixed indemnity for recovery of €40 per bill, pursuant to the provisions of article L. 441-6 of the French Code of Commerce; (iii) the additional banking and administrative costs (recovery, postal and telephone costs for reminders, re-emission of rejected bank direct debits); and the immediate interruption of the Service or the termination of the Contract under the terms provided for under article 14.1.
8 - Ownership8.1 – Each Party retains exclusive ownership of the means, tools, inventions, methods or pre-existing know-how established by themselves, independently of the Contract and being subject to specific protection (copyright, patent, brand, etc.) (the “Elements of Intellectual Property”).
8.2 – The Client is and remains the owner of all the data used via the Service in the context of the Contract.
– The Service Provider is and remains the owner of the property rights relative to the Elements of Intellectual Property used within the framework of the Service provided to the Client, as well as the technological infrastructure set-up or developed for the purposes of the Service. The Contract does not grant the Client any ownership rights on the Elements of Intellectual Property nor on the Service. The temporary provision of the Service under the terms set-out in the Contract will in no way be considered as bearing the cession of any rights over the Elements of Intellectual Property for the benefit of the Client, under the meaning implied in the French Code of Intellectual Property.
8.4 – The Client is forbidden from copying any element of software, or any associated Documentation, by any means, in any form or on any support whatsoever.
9 - Liability9.1 – Each Party will assume responsibility for the consequences resulting from misconduct, errors or omissions, as well as the misconduct, errors or omissions of any sub-contractors that may cause direct damage to the other Party.
9.2 – The total liability of each Party under the terms of the present Contract (whether that liability is contractual, tortious (including negligence) or other) whatever the grounds for legal action occurring during a given contractual period will be limited to 50% of fees paid and/or due by the Client with regards to the Contractual Period during which the events that generated the liability occurred. This limit does not apply to damages resulting from the gross, intentional and wilful misconduct of a Party, to personal injury (including death), and this, whatever the legal grounds for the claim and the procedure used to bring it to conclusion.
– None of the Parties will be responsible in the name of the Contract (whether that liability is contractual, tortious (including negligence) or other) including in the event of a claim by a third-party towards the Client aiming to bring into question the Elements of Intellectual Property specific to the Service, for any subsequent loss suffered or incurred by the other Party (whether or not these losses are foreseeable by the Parties at the Date of Entry into Effect of the present Contract):
- loss of real or provisional profits (including the loss of profits over contracts);
- loss of planned savings;
- loss of business opportunities;
- loss of reputation or prejudice to image; or
- specific, indirect or consecutive losses.
9.4 – Neither can the Service Provider be held responsible in the event of (i) failure to provide an email address by the User; (ii) failure of the User to provide sufficient access to their agenda(s); (iii) failure by the User to comply with the minimum configuration required for use of the Service; (iv) the non-compliant or illicit use of the Service by the User; or (v) the non-availability and/or disconnection of agendas and/or failure of the User to synchronise their data with their agenda(s) leading to the possibility of overlapping appointments.
9.5 – The Service Provider will not be held responsible for damages in the event of prejudice caused by disruptions or a reduction in service of the telecommunications operator, the electricity supplier or in the case of force majeure as described in article 12 hereinafter.
10 - Guarantees10.1
– The Service Provider cannot guarantee that the Service, its Updates and its New Versions will be free from all Anomalies, but undertakes to correct these Anomalies within the context of correctional maintenance. The Service Provider cannot guarantee the compatibility of the Service with other systems or configurations than those expressly approved by the Service Provider, which the Client is responsible for conforming to, or that the Service meets with all the Client’s needs and restrictions. The Service Provider cannot guarantee that the Service will be provided without interruption or that it will be free from Anomalies.
10.2 – The Client acknowledges that the Service Provider does not control the transfer of data via the different methods of communication (including Internet) and that the Service may be limited, delayed or subject to other problems inherent with the use of such communication methods.
11 - Force Majeure
The Parties will not be held responsible in the event of failure or delays in operation caused by a third party or by a case of Force Majeure. The term “Force Majeure
” encompasses the events that meet the criteria usually recognised by the jurisprudence of French courts. It is understood that Force Majeure can in no way be invoked with regard to payment obligations charged to the Client.
The Party who invokes a case of Force Majeure will immediately inform the other Party of (a) the occurrence of such an event and of their estimation of the nature and the duration of the circumstances of said case of Force Majeure, as well as (b) the measures that have been, or that will be, taken to limit its impact.
The obligations set-out in the Contract will be suspended for the duration of the case of Force Majeure. The suspension of obligations or delays will in no way be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages and interest or penalties of any kind.
12 - InsuranceThe Service Provider has taken out the necessary insurance policies in order to cover the risks related to the running of their business. They undertake to justify this to the Client should the latter expressly request they do so.
13 - Cancellation – Consequences13.1 - The cancellation of the Service can be ordered by either of the Parties, either by registered letter or by email at the address firstname.lastname@example.org, respecting a period of notice of 90 days for annual contract or 11 days for monthly contracts.
- The cancellation of the Service can be ordered by either of the Parties, either by registered letter or by email at the address email@example.com, respecting a period of notice of 90 days for annual contract or 11 days for monthly contracts.
13.3 – At term of Contract, the Client will no longer send Requests or use the Service. The Client nevertheless retains the history of their Requests and the appointments in their agenda. The Service Provider ensures the deletion of the personal data included in the Client Data within a 6-month period from term of Contract, unless otherwise instructed by the Client or a User following their unsubscribing to the Service. The Service Provider is authorised to conserve anonymous Client Data.
14 - Confidentiality14.1 – For the purposes of the present article, “Confidential Information” refers to information that one Party wishes to protect against the unsupervised diffusion or competitive use by another Party. Confidential Information includes, but is not limited to, technical information concerning the Service, Client Data (including all details collected for the creation of the User account and/or contained in the emails received from the User or their contacts as well as via the agendas), the existence of the Contract and the contents and clauses therein, financial and business information, as well as the Documentation exchanged by the Parties. Confidential Information also includes the confidential information and manufacturing secrets of third parties that are legitimately held by the disclosing Party.
14.2 – It should be noted that the Service Provider has, at no time, access to the User’s email account. All emails received are voluntarily sent by a User of the Service to Julie.
14.3 – Any Party that receives Confidential Information within the context of the Contract undertakes, for the duration of the Contract, to (i) not disclose or use this Confidential Information for purposes other than the execution of the Contract or in any manner non-compliant thereof, (ii) limit access to the Confidential Information to those employees or their providers that require knowledge of it, and (iii) not sell, transfer, publish, disclose or make available in any way whatsoever all or part of the Confidential Information to a third-party or any other individual non-authorised in virtue of the Contract, without prior written consent from the disclosing Party.
14.4 – Not considered as Confidential Information is information (i) that is accessible to the public upon disclosure or that subsequently becomes accessible through no fault of obligation of confidentiality on the part of the Parties, or (ii) that has been legitimately obtained from a third party through no fault of obligation of confidentiality on their part.
15 - Miscellaneous15.1 Totality – The Contract (including any appendices) expresses the totality of the agreement between the Parties at the date of signature with regards to the Service subscribed. The Contract cancels and replaces upon signature, any written or verbal agreements previously made or exchanged between the Parties, including any specific confidentiality agreements. It is expressly agreed between the Parties that any agreement, letter, offer or other previous document having the same purpose, as well as the Client’s general terms & conditions of purchase, are expressly excluded from this Contract.
15.2 Convention of Proof – Data held on technological or electronic support and conserved by the Service Provider represents a legally admissible means of proof bearing the same probative force as any written document that may be established, received or conserved and this data may be justifiably presented by the Service Provider in any litigation or procedure and will be opposable to the Client. Moreover, the Parties agree to materialise the proof of their agreement to the Contract by use of solutions for the electronic signing of documents recognised in the marketplace, such as Docusign (or any other equivalent solution).
15.3 Severability – If one or more terms, provisions, commitments or conditions provided for in the Contract prove to be null and void, for whatever reason, they will be considered as unwritten and the remaining stipulations will retain their force and scope. The Contract is the result of ongoing negotiations between the Parties, and as such, in the event of ambiguity, the Contract will not be interpreted in favour of one or the other of the Parties.
15.4 Continuity of certain obligations – The obligations resulting from the Contract that, by nature, require or imply execution after the term or the cancellation of the Contract (specifically those relative to intellectual property, confidentiality, liability, termination, applicable law and the competent courts) will continue to apply notwithstanding the term or the cancellation of the Contract.
15.5 Transfer – Neither this Contract, nor the rights and obligations agreed to in virtue thereof, can be transferred by one of the Parties without the prior written agreement of the other Party that cannot be refused without reasonable grounds. Notwithstanding the above, this agreement should not be requested within the context of a transfer to any entity that controls, is under the mutual control of or is controlled by one of the Parties, unless this entity is a competitor of either of the Parties. For the purposes of this article, the word “control” is to be understood as directly or indirectly holding 50% or more of the voting rights or capital equity of such an entity, the power to name or to elect the majority of the board of directors or the power to supervise the management of such an entity. In the event of transfer, the transferee is bound to assume the entirety of the obligations previously assigned to the transferor.
15.6 Sub-Contracting – The Service Provider has the ability to sub-contract all or part of the Services provided in virtue of this Contract (notably the hosting of the Service), on the condition that they use an experienced sub-contractor possessing the necessary skills to provide the Services entrusted to them pursuant to the Terms & Conditions provided for in the Contract, and the Regulations relating to the protection of personal data. Notwithstanding the above, the Service Provider will remain solely responsible for
15.7 No waiver – It is formally agreed between the Parties that any tolerance or waiver of either of the Parties, in the application of all or part of the commitments provided for in the Contract, whatever their frequency or duration may be, will not qualify as a modification of the Contract, nor be likely to create any rights.
15.8 Reference – The Client authorises the Service Provider to use and reproduce their name, their brands and other distinguishing signs as a business reference in their press releases, marketing brochures, on their website or in the event of business presentations, conferences and professional business fairs.
15.9 Language – Should the Contract be edited in different languages or be translated, the French version alone will take precedence.
15.10 Address for service – For the execution hereof and any continuations, the Parties elect for address of service their respective head offices. Any change of head office or of the address of one of the Parties will not be opposable to the other Party before 8 calendar days after having been duly informed.
15.11 Updates to the General Terms & Condition of Licence and Service – The General Terms & Condition of Licence and Service may be modified at any time by the Service Provider. The applicable General Terms 1 Conditions are those available on the website at the time of the online subscription to the Service.
15.12 Applicable law – The Contract is subject to French law, to the exclusion of any other legislation.
15.13 Disputes – Competent courts
– In the event of a dispute occurring between the Parties regarding the validity, the interpretation or the execution of the Contract, the Parties will endeavour to find an amicable solution prior to any referral to the competent court. The most diligent Party shall notify the other Party of the dispute in question by registered letter with acknowledgement of receipt. The Parties must consult or meet with one another within 10 days following the notification of dispute, in order to try to find a solution. If such a solution is found, an amendment must be established and signed by the authorised representatives of both Parties. In the absence of or failure to find an amicable solution to the dispute within fifteen (15) days following notification of the dispute, the Parties may submit the dispute to the competent courts in Paris, including in the event of summary, recourse in warranty or multiple defendants. The Parties have agreed they are not obligated to apply the amicable conciliation procedure before the implementation of an emergency or protective procedure, in summary or on request.
Last updated : 29/10/2021