General Terms and Conditions of Use
Entry into force: January 01, 2021.
- Purpose
The company PaletteHQ develops and distributes a sales compensation software that helps companies easily create, manage and automate compensation plans, and calculate performance-based commissions paid to their workforce, as part of their variable pay (the "Application").
The Application also includes a coaching and gamification software that gives sales leaders the tools needed to coach their teams and motivate performance.
It can be accessed at https://palettehq.com/.
These general terms and conditions (the “General Terms and Conditions”) apply without restriction or reservation to the services provided by PaletteHQ (the "Services"). Their purpose is to define the terms and conditions of use of the Services provided for the client identified in the quote(s) referred to in Article 2 (the "Client"), as well as to define the rights and obligations of the various parties within this context.
They can be accessed and printed at any moment from a direct link on the Application.
Together with the service order(s) (the "Service Order"), they form an inseparable contractual whole (the "Agreement").
In the event of contradiction, the provisions of the Service Order(s) shall prevail over these General Terms and Conditions. In the event of contradiction between different Service Orders, the most recent document shall prevail over the oldest.
The Agreement shall prevail over any other general or specific terms and conditions not expressly approved by PaletteHQ.
- Manager of the Application and Services, Contact Details
The Application and the Services are managed by the company PaletteHQ, a French simplified joint stock company (“Société par Actions Simplifiée”) registered under number 892 134 594 with the Registry of Trade and Companies of Nanterre, whose head office is located at 6, avenue Halphen in Ville-d’Avray (92410) ("PaletteHQ").
PaletteHQ can be contacted, including for any claim, through any of the following channels:
Street Address: 6, avenue Halphen in Ville-d’Avray (92410)
Email address: contact@palettehq.com
- Access to the Application and Services
3.1 Legal capacity
The Application and the Services can be accessed by:
- Any person having the full legal capacity to be bound by these General Terms and Conditions. Any person who does not have such full legal capacity may only access the Application and the Services with the agreement of their legal representative.
- Any entity acting through a person having full legal capacity to contract for and on behalf of the entity.
3.2 Application and Services for professional use
The Application and the Services are designed and meant for professional use, so that they are intended exclusively for professionals within their activity.
- Ordering Services and acceptance of the General Terms and Conditions
Any prospect must fill out an application form on the Application, to request access to its free 14-day trial period, which PaletteHQ reserves the right to renew once at the Client's request.
At the end of this trial period, if the Client wishes to continue its subscription, PaletteHQ shall draw up a Service Order based on the requirements previously expressed by it, it being specified that certain Services may be subscribed to directly on the Application, without having to sign a Service Order.
Unless otherwise stated, the Service Order is valid for the period specified therein. If the Client fails to validate the Service Order within this period, Palette reserves the right to refuse to sign it. Validation shall be carried out by any useful written means and in particular by email.
Any request relating to the test phase, and any validation of a Service Order, whether express or implicit, imply full and complete acceptance of these General Terms and Conditions, in their version in force on the date of the request or the Service Order in question. Any conditional acceptance is considered null and void. Clients who do not agree to be bound by these General Terms and Conditions must not order Services from PaletteHQ.
In the event of a modification to the initial Services or a new order, a new Service Order shall be drawn up. The provisions of this new Service Order shall prevail over those of the old one. In the absence of any indication in the new Service Order, the commitment periods remain identical to the first Service Order.
- Registering on the Application
5.1 Once the Service Order has been accepted, the Client receives by email a link enabling him to create an account on the Application.
5.2 In order to use the Services, the Client must register on the Application by completing the registration form and complying with any required process. Clients must provide all information that is marked as being required. Incomplete registrations shall not be validated.
Registering automatically entails the opening of an account in the Client’s name (the "Account"), giving the Client access to its own personal space (the "Personal Space") which shall enable it to use the Services in a format and according to the technical means that PaletteHQ deems the most appropriate for providing the said Services.
Clients guarantee that all information they provide in the registration form is exact, up to date and sincere and is in no way misleading or dishonest.
They agree to update this information in their Personal Space in the event that any of it should change in order to continuously meet the above-mentioned criteria.
Clients are hereby informed and accept that the information provided by them for the creation or update of their Account is valid as proof of their identity. Details entered by Clients shall be binding upon confirmation.
5.3 Clients can access their Personal Space by logging in to the Application using their connection ID and their password.
Clients agree to use the Services themselves personally and agree not to allow any third party to use them on their behalf, unless accepting full responsibility for the consequences.
Clients are also responsible for keeping their connection ID and password confidential, as any access to the Application with these ID and password are deemed to be made by them. Clients must contact PaletteHQ immediately through any of the channels mentioned in Article 2 of these General Terms and Conditions, if they notice that their Account has been used without their knowledge. Clients acknowledge PaletteHQ's right to take all measures it deems appropriate in a case such as this.
5.4 It is the Client’s responsibility to select the users who shall have access to the Application and the Services (the “Users”), the number of which will depend on the type of Subscription subscribed.
The Client shall appoint among Users an administrator (the “Administrator”) who shall be in charge of the management of Users’ access to the Application, the opening of their accounts (the “User Accounts”), as well as the provision of ID and passwords.
It is the Client’s sole responsibility to ensure that the Users do not allow any third party to access the Application in their place or on their behalf, unless accepting full responsibility for the consequences. The Client expressly acknowledges that any use of the Application under one of these ID shall be deemed to have been made by the relevant User.
- Description of the Services
Clients have access to the following Services, as described in the Service Order, in a format and according to the technical means that PaletteHQ deems the most appropriate.
6.1 Description of the Services
The Application includes:
- the software accessible within a web-based environment viawww.palettehq.com,
- the PaletteHQ's incentive compensation services and related technologies indicated in the Service Order, if any,
- and any software, data, reports, text, images, and content made available through any of the foregoing, and any new features added to or augmenting the Services, and all enhancements, modifications, and derivative works thereof.
The Application also consists of a cloud-based back-end which stores, analyzes, manages, distributes, and processes Client data; and front-end clients (e.g. web interface, plugins, system connectors) which allow for the retrieval, presentation, distribution, and management of the Client data and related analytics.
The Application and Services are regularly updated and enhanced using a continuous delivery model during the subscription term.
PaletteHQ may modify the Services or update the Application from time to time without notice to the Client.
6.2 Hosting of the Application
PaletteHQ undertakes to ensure, under the terms of an obligation of means, the hosting of the Accounts and any content published by the Client on its Account in accordance with the practices of the profession and the state of the art, on its own servers or by a professional hosting provider, exercising its activity in accordance with the practices of the profession and the state of the art.
In this context, PaletteHQ undertakes to provide the Client with sufficient storage and processing capacity within the framework of the Services, in accordance with the practices of the profession and the state of the art.
PaletteHQ undertakes to implement all technical means, in accordance with the state of the art, necessary to ensure security and access to the Services, relating to the protection and monitoring of infrastructures, the control of physical and/or intangible access to said infrastructures, as well as the implementation of detection, prevention and recovery measures to protect servers from malicious acts.
PaletteHQ also undertakes to take all useful precautions, in view of the nature of the data and the risks presented by the automated data processing implemented for the purposes of the Services, to preserve the security of the data, and in particular to prevent it from being distorted, damaged or accessed by unauthorized third parties.
6.3 Technical assistance
PaletteHQ offers the Client level 1 technical assistance accessible by email at the following address: support@palettehq.com, enabling the Client to declare any difficulty encountered
limited to the sole use of the Services, to the exclusion of any request for improvement or correction of the Application.
6.4 Other Services
PaletteHQ reserves the right to propose any other Service that it deems useful, in a format and according to the technical means that it deems the most appropriate for providing the said Service.
7. Service Level Guarantee
PaletteHQ undertakes to ensure the permanence, continuity and quality of access to the Services.
In this respect, PaletteHQ shall make its best efforts to maintain access to the Application 24 hours a day, 7 days a week and guarantees the availability of the Services at 95%, except in cases of force majeure.
Furthermore, in view of the complexity of the Internet, the unequal capacities of the various sub-networks, the influx at certain times, and the various bottlenecks over which PaletteHQ has no control PaletteHQ's liability shall be limited to the operation of its servers, the outer limits of which are constituted by the connection points.
PaletteHQ may not be held liable for (i) access speeds to its servers, (ii) slowdowns external to its servers, (iii) poor transmissions due to a failure or malfunction of these networks and (iv) a poor Internet connection.
If necessary, PaletteHQ reserves the right to limit or suspend access to the Application in order to carry out any maintenance and/or improvement operation. In this event, PaletteHQ undertakes to inform the Client in advance of such maintenance and/or improvement operations, within a reasonable period of time, by any useful means and in particular by means of a general information message on the Application of such maintenance operations.
In the context of these maintenance and/or upgrade operations, PaletteHQ undertakes to make its best efforts to back up the content stored in the Client’s Account and/or the Application.
The Client acknowledges and accepts that this service level guarantee does not cover any breakdown or interruption of the Services caused by telecom operators or internet and mobile web service providers or by poor internet coverage or saturation of internet access linked to the location of an event.
In any event, it is expressly agreed that the breach of any commitment provided for in this article may under no circumstances be sanctioned by the termination of contractual relations with the Client, and his liability shall be limited under the conditions provided for in the article "Liability and guarantee of PaletteHQ".
8. Financial Conditions
8.1 Prices
Any subscription to the Services begins with a free 14-day trial period.
After the free 14-day trial period, and if the Client wishes to continue its Subscription, the Services become chargeable and the prices of the Services are indicated in the Application or the Service Order.
Unless otherwise stated, they are expressed in Euros and are inclusive of French taxes.
PaletteHQ reserves the right, in its sole discretion and according to conditions that it deems appropriate, to propose promotional offers or price reductions.
8.2 Price revision
The prices provided on the Application or on the Service Order may be revised by PaletteHQ at any time, in its sole discretion.
The Client will be informed of this revision by PaletteHQ by any written mean (including email), at least :
- 1 week before the entry into force of the new prices if the Subscription is monthly,
- 45 days before the entry into force of the new prices if the Subscription is yearly.
When effective, the new prices apply upon the renewal of the Subscription.
The Clients who do not accept the new prices must cancel their Subscription according to the provisions set out in article 9. Clients who continue to use the Services after the entry into force of the new prices shall be deemed to have accepted them.
8.3 Invoicing
PaletteHQ shall issue invoices for the Services, for each Subscription Period.
These invoices will be sent to the Client through any pertinent channel, and accessible on the Application.
8.4 Terms of payment
The payment of the Subscription price is carried out by direct debit from the Client’s bank card, or by bank transfer, under the conditions set out on the Application.
The direct debit is implemented by the secured payment service provider Stripe, which PaletteHQ entrusts with the storage of the User’s bank data to this end. PaletteHQ doesn’t store any bank data.
The price of the Subscription is due and the direct debit is carried out on the day of the first subscription, then on the date of each Subscription renewal.
The Client guarantees to PaletteHQ that it has all the necessary authorizations to use the chosen payment mode. The Client undertakes to take all necessary measures so as to ensure safe carrying out of the direct debit.
8.5 Payment delays and incidents
Clients are hereby informed and expressly agree that any payment delay of all or part of any payable amount at its due term shall automatically entail, without prejudice to the provisions set out in articles “Sanctions for breaches” and “Term of the Services and Termination” and without prior formal notice:
- Forfeiture of the term of all amounts payable by the Client in question, that will become immediately due,
- Immediate suspension of current Services until complete payment by the Client in question of all amounts due,
- Invoicing of a late payment interest, for PaletteHQ’s benefit, at the rate of 3 times (three times) the legal interest rate, calculated on the total of all amounts due by the Client in question and a flat indemnity of 40 (fourty) euros as recovery fees, without prejudice of any further compensation in the event effective recovery fees should be higher than this amount.
9. Term of the Services, termination
Clients can subscribe to the Services in the form a subscription (hereinafter referred to as the "Subscription").
Subscription begins on the day of subscription, subject to payment of the price in accordance with Article “Financial Conditions”, for the duration subscribed by the Client (hereinafter referred to as the "Initial Period"), from date to date.
It is then automatically renewed for successive periods of the same duration as the Initial Period (hereinafter referred to, with the Initial Period, as the "Subscription Period(s)"), from date to date, unless notice of termination is given by either PaletteHQ or the Client at the latest:
- 2 (two) days before the term of the current Subscription Period if the Subscription is monthly
- 1 (one) month before the term of the current Subscription Period if the Subscription is yearly.
Clients can cancel their Subscription :
- by making a request to PaletteHQ by email, at support@palettehq.com,
- by registered mail with acknowledgement of receipt
Subscription cancellation is effective upon expiration of the last Subscription Period and causes the automatic deletion of the User’s Account, along with all corresponding stored content.
Any Subscription Period started is due in full.
During the term of its Subscription, the Client has the possibility to add additional functionalities, either by signing a new Service Order or directly on the Application for some Services, through a payment service provider.
When a Client unsubscribes because it does not agree with an amendment of these General Terms and Conditions or a revision of the prices of the Services, the General Terms and Conditions and the prices previously agreed shall continue to apply to this Client until cancellation of the subscription if effective.
10. Agreement in relation to proof
Clients expressly acknowledge and accept that:
- Data collected on PaletteHQ's Application and its computer equipment attest to the reality of the transactions performed in the context of this agreement,
- This data is the main means of acceptable proof between the parties, in particular for the calculation of amounts due to PaletteHQ.
11. Obligations for Clients
Without prejudice to other obligations provided for in this agreement, Clients undertake to respect the following obligations.
11.1 Clients agree, in their use of the Services, to respect and abide by all laws and regulations in force and not to violate public order or infringe the rights of any third party.
Each Client is solely responsible for successfully completing all necessary administrative, tax and/or social formalities, as well as for the payment of contributions and taxes of all types concerning them that could result from their use of the Services. PaletteHQ shall in no case be held liable in this respect.
11.2 Clients acknowledge having read on the Application and understood the characteristics and constraints, technical in particular, of the entire range of Services. Each Client is solely responsible for their use of the Services.
11.3 Clients agree to provide PaletteHQ with all information necessary for the proper performance of the Services. More generally, Clients agree to actively cooperate with PaletteHQ with a view to ensuring the proper performance of this agreement.
11.4 The Client also undertakes to alert PaletteHQ of any attack, potential threat or attempt at intrusion by a third party into the User Accounts.
More generally, the Client shall actively cooperate with PaletteHQ for the proper performance of this agreement and keep PaletteHQ informed with any difficulty in such performance.
11.5 Each Client is solely responsible for the contents of whatever nature (editorial, graphic, audio, audiovisual or otherwise, including the name and / or image chosen by the users to identify themselves on the Application), that are broadcasted or publicized within the framework of the Services (the "Content").
Each Client guarantees PaletteHQ that the former has all the necessary rights and authorizations for the publication of this Content.
Clients agree that this Content is legal, does not disrupt public order, is not contrary to accepted standards of public decency, does not infringe any third party rights or legal provision and/or regulation, and, more generally, is in no way likely to bring the civil or criminal liability of PaletteHQ into play.
Clients therefore agree to refrain from publishing, in particular, but not limited to:
- Content that is pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, slanderous, or of a violent, racist, xenophobic or revisionist nature,
- Counterfeit Content,
- Content that is detrimental to the image of any third party,
- Content that is false, misleading or proposing or promoting unlawful, fraudulent or misleading activities,
- Content that could harm a third party's computer system (such as viruses, worms, Trojan horses, etc.),
- And, more generally, any Content that is likely to infringe on the rights of others or cause harm to others in any manner or form.
11.6 Clients acknowledge that the Services provide them with an additional solution, not an alternative solution, for designing the best variable compensation plan for its sales team and that this solution cannot substitute other means that Clients may dispose of elsewhere to reach the same goal.
11.7 The Client is solely responsible for the documents, elements, data, information and content that they provide to PaletteHQ. The Client guarantees PaletteHQ that it is authorized to provide PaletteHQ with these documents, elements, data, information and content and that it has all the necessary rights and authorizations to use them within the scope of the Services.
11.8 The Client is also solely responsible for the correctness, truthfulness and completeness of the documents, data, information and Content, and PaletteHQ cannot be held liable for any errors, typos, omissions or indications that may mislead the calculation of commissioning plans and variables due to a breach by the Client or a User of this clause.
Under no circumstances can PaletteHQ be held liable if the calculations are wrong due to an error attributable to the Client or User, or to the data transmitted to PaletteHQ.
11.9 Clients must take all necessary measures to back up through their own resources the information they deem necessary in their Personal Space, as no copy of this information shall be provided to them.
11.10 Clients expressly acknowledge that the use of the Services require that they should be connected to the internet and that they are solely responsible for such connection.
12. Clients' Guarantee
Each Client agrees to defend, indemnify and hold PaletteHQ harmless from and against any claims, demands, actions and/or grievances whatsoever, that PaletteHQ could incur as a result of a breach by the Client in question of any one of its obligations or guarantees under these General Terms and Conditions.
Clients agree to compensate PaletteHQ for any prejudice that the latter could be subject to, and to pay any costs, liabilities, charges and / or convictions that the latter could incur, as a result of such a breach.
13. Prohibited Behaviour
13.1 It is strictly prohibited to use the Services to the following ends:
- Carrying out activities that are unlawful, fraudulent or infringe on the rights or the security of others,
- Violating public order or any local policy or laws,
- Hacking into the computer system of a third party or any activity aimed to harm, control, interfere or intercept all or part of a third party's computer system, violating its integrity or its security,
- Sending unsolicited emails and / or prospecting or commercial solicitation,
- Tampering with the aim to improve referencing of another site,
- Using the Application for the release of information or links to third party websites,
- Assisting or inciting, in any manner or form whatsoever, the carrying out of one or several of the actions or activities described above,
- And more generally, any action that uses the Services for any other purpose than that for which they were designed.
13.2 Clients are strictly prohibited from copying and / or using for their own purposes or those of a third party, the concept, technology or any other component of PaletteHQ's Application.
13.3 The following is also strictly prohibited: (i) any behaviour that would interrupt, suspend, slow down or prevent continuity of the Services, (ii) any hacking or attempts to hack into PaletteHQ's IT systems, (iii) any hijacking of the Application's system resources, (iv) any acts that would place a disproportionate load on the Application's infrastructure, (v) any attempts to breach the Application's security and authentication structures, (vi) any acts that could infringe on the rights and financial, commercial and moral interests of PaletteHQ or of the Clients of its Application and finally, more generally, (vii) any breach of these General Terms and Conditions.
13.4 It is strictly prohibited to make money from, sell or concede all or part of one's access to the Services or to the Application or to the information that is hosted and / or shared on the Application.
14. Sanctions for Breaches
In the event of a breach by a Client of any of the provisions of these General Terms and Conditions or more generally, of any infringement by the former of any laws and regulations in force, PaletteHQ reserves the right to take any measures it deems appropriate and in particular:
- to suspend, cancel or prevent access to the Services for any Client who has breached any provision or infringed any law or regulation, or who has participated in this breach or infringement,
- to delete all content placed by the latter online on the Application,
- to publish on the Application any related informational message that PaletteHQ deems useful,
- to inform any relevant authorities,
- to commence and prosecute any legal proceedings.
PaletteHQ also reserves the right to end the Contract :
- either in full law, 15 (fifteen) days after reception, by the Client, of a formal notice, sent by registered letter with acknowledgement of receipt and stating the intention to apply this clause, which remained ineffective,
- or, in case of substantial breach or a repetition of a breach which was already notified by registered letter with acknowledgement of receipt, the cancellation shall then take effect in full law on the date the registered letter with acknowledgement of receipt stating the repeated breach is sent,
… this without prejudice to any damages that could be claimed from the Client in breach.
The cancellation will cause the automatic deletion of the Client’s Account, without prejudice to the other consequences that may be set out in the present General Terms and Conditions.
15. Liability and guarantee of PaletteHQ
15.1 PaletteHQ agrees to provide the Services with diligence and in compliance with trade practice, specifying that it has an obligation to provide due care, but this without any obligation of result, and this is expressly acknowledged and agreed by Clients.
15.2 PaletteHQ has no knowledge of Content posted online by Clients within the context of the Services, and shall not moderate, select, check or monitor in any way this Content, with regard to which PaletteHQ only intervenes within the role of hosting provider.
Consequently, PaletteHQ cannot be held liable for Content whose authors are third parties, and any potential claims should be made firstly to the author of the Content in question.
Any Content that causes prejudice to a third party can however be the subject of a complaint to PaletteHQ within the conditions defined in Article 6 I 5 of the French law No. 2004-575 on confidence in the digital economy of 21st June 2004, PaletteHQ reserving the right to take the measures set forth in Article 13 of these General Terms and Conditions.
15.3 PaletteHQ assumes no responsibility in the event that any information from the Personal Space of a Client is lost. Clients should keep a backup copy and shall not be able to claim for any damages caused by any loss of this information.
15.4 PaletteHQ agrees to regularly check that the Application is operational and can be accessed. To this end, PaletteHQ reserves the right to interrupt access to the Application momentarily for maintenance purposes. In the same way, PaletteHQ shall not be held liable if the Application is ever momentarily difficult (or impossible) to access, the causes of these circumstances being outside PaletteHQ's control, force majeure, or due to any disruption in the telecommunications network.
15.5 PaletteHQ does not guarantee to Clients (i) that the Services, which are subject to constant research to improve their performance and progress, will be totally free of errors, faults or defects, (ii) that the Services, being standard and not offered specifically to any one given Client according to that Client’s own personal constraints, shall specifically meet that Client’s needs or expectations.
15.6 In any event, any liability that could be incurred by PaletteHQ within the framework of this agreement is expressly and solely limited to:
- the total amount invoiced by from PaletteHQ in consideration of the Services for which PaletteHQ was held liable at the event giving rise to the alleged damage.
- Direct actual damages suffered by Clients.
Even so, PaletteHQ shall be held liable only in case Clients issue a claim by sending a registered letter with acknowledgement of receipt within one month of such event.
16. Intellectual Property
The systems, software, structures, infrastructures, databases and content (text, images, graphics, music, logos, trademarks, databases, etc.) used by PaletteHQ on the Application, are protected by all intellectual property rights, or rights for the creators of databases, in force. Any dismantling, decompilation, deciphering, extracting, reusing, copying and, more generally, any reproduction, representation, publishing or use of all or part of any these items, without PaletteHQ's authorization, is strictly prohibited and could lead to prosecution.
The Client may provide feedback to PaletteHQ about the Application and Services (e.g. technical support input, suggestions, or enhancement requests) and generate usage analytics (e.g. non-identifiable technical data and metadata from usage of the Application and Services). PaletteHQ may use the Client’s feedback and anonymous usage analytics to: (i) compile statistical and performance information related to the Application and Services; (ii) improve the Application and Services; and (iii) develop and publish benchmarks and similar informational reports.
17. Confidentiality
Each party undertakes to keep strictly confidential the documents, elements, data and information of the other party which it may receive which are expressly identified by the other party as confidential and regarding the Application. As far as PaletteHQ is concerned, the parties expressly agree that this obligation of confidentiality shall cover the personal data that it will be required to process for the Client within the framework of the Services.
All of this information is hereinafter referred to as "Confidential Information".
The party receiving Confidential Information undertakes not to disclose it without the prior consent of the other party for a period of 3 (three) years from the end of the performance of the Services concerned. It may only transmit them to employees, collaborators, trainees or consultants if they are bound by the same obligation of confidentiality as provided for herein. This obligation does not extend to documents, elements, data and information:
- of which the receiving party was already aware;
- which were already public at the time of their communication or which would become public without breach of this Agreement;
- which would have been lawfully received from a third party;
- the disclosure of which is required by judicial authorities, pursuant to laws and regulations or in order to establish a party's rights under this Agreement.
By express agreement between the parties, any breach of this confidentiality agreement by Client shall render it liable to PaletteHQ for any damages that may be claimed.
18. Authorization to disclose testimonials
For the term of their use of the Services, Clients hereby grant to PaletteHQ the right to disclose the testimonials they publish on the Application (hereinafter referred to as the “Testimonials”) for purposes of its promotion, on the following basis:
- Clients agree to their Testimonials being published free of charge by PaletteHQ, on the Application and on any other French or foreign Internet sites published by any other companies with which PaletteHQ has agreements,
- They agree to their Testimonials being published by PaletteHQ by any means and on any medium, with the purpose of promoting the Application,
- They agree to their editorial Testimonials being translated into any language,
- They acknowledge and agree that the Testimonials may be subject to modifications especially concerning its scaling, format and colour, as well as to alteration or deterioration of its quality depending on the technical constraints of the Application,
- They renounce claiming any type of payment, fee, royalty, indemnity or financial compensation from PaletteHQ in this respect.
19. Personal data
19.1 PaletteHQ as data controller
PaletteHQ practises a policy of protection of personal data, the characteristics of which are detailed in the document "Privacy Policy ", which the Client is expressly invited to read in Appendix 1.
19.2 PaletteHQ as sub-processor
- Purpose
The purpose of this clause is to define the conditions under which the PaletteHQ undertakes to carry out, on Client’s behalf, the personal data processing operations defined below.
As part of their contractual relations, the Parties shall undertake to comply with the applicable regulations on personal data processing and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter referred to as the "General Data Protection Regulation" or “GDPR”).
- Description of the processing being subcontracted out
PaletteHQ is authorized to process, on behalf of the Client, the necessary personal data for providing the Services. The characteristics of the processing are as follows:
Purpose of the processing
To manage the access to the Services provided through the Application and their use by the Users
Categories of personal data
User’s family name, first name, photograph, email address, job/position, the amount of commissions paid
Data subjects
The Users
Duration of the processing
3 years from the date of unsubscribing
Place of the processing
Europe
Sub-processor (if applicable)
AWS
The Client acts as the data controller and must fulfil his obligations pursuant the GDPR, in particular as regards the obligation to inform data subjects, the keeping of a register of the processing operations carried out and more generally, compliance with the principles of this regulation.
The data provided by the Client to PaletteHQ for the purpose of performing the Services remains the sole property and under the sole responsibility of the Client.
PaletteHQ acts exclusively as the processor of such personal data.
- PaletteHQ's obligations with respect to the Client
- Data processing:
PaletteHQ undertakes to process the data only for the purpose of performing the Services and in accordance with the Client’s documented instructions, including with regard to the transfer of data outside the European Union. Where PaletteHQ considers that an instruction infringes the applicable legislation, it shall immediately inform the Client thereof.
In the event of data transfer outside the European Union, it is furthermore incumbent on PaletteHQ to ensure the existence of an adequacy decision issued by the Commission or of appropriate guarantees to allow this transfer in compliance with the GDPR.
- Security and data confidentiality:
PaletteHQ undertakes to implement the appropriate technical and organizational measures to ensure the security and integrity of personal data, their backup and the restoration of their availability in the event of a physical or technical incident. PaletteHQ ensures that the persons authorized to process the personal data hereunder have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
- Other sub-processors:
PaletteHQ shall not use another processor without the Client’s prior general written authorisation.
PaletteHQ may use another processor (hereinafter "the Sub-Processor") to carry out specific processing activities. In this case, PaletteHQ shall inform the Client, in writing beforehand, of any intended changes concerning the addition or replacement of other Sub-Processors. This information must clearly indicate which processing activities are being subcontracted out, the name and contact details of the Sub-Processor and the dates of the subcontract. The Client has a period of 15 (fifteen) calendar days from the date of receipt of this information to present its objections. Such sub-contracting may only be carried out if the Client has not raised any objections during this period.
The Sub-Processor is obliged to comply with the obligations hereunder on behalf of and in accordance with the Client’s instructions. It is PaletteHQ's responsibility to ensure that the Sub-Processor provides the same sufficient guarantees regarding the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the GDPR. If the Sub-Processor fails to fulfil its data protection obligations, PaletteHQ remains fully liable to the Client for the Sub-Processor’s performance of its obligations.
- Provision of information:
PaletteHQ undertakes to respond to any request for information sent to it by the Client, whether in the context of a request to exercise their rights by the data subjects, a privacy impact assessment, or a request made by the data protection authorities or the Client's data protection officer.
- Notification of personal data breaches:
PaletteHQ shall notify the Client of any personal data breach not later than 72 (seventy-two) hours after having become aware of it. Said notification shall be sent along with any necessary documentation to enable the Client, where necessary, to notify this breach to the competent data protection authority.
- Fate of the data:
With regard to possible promotion operations towards Clients, their data may be stored for a period of three years from the end of the commercial relations with them.
- Documentation:
PaletteHQ shall make available to the Client, at the Client's request, all information and documents necessary to demonstrate compliance with its obligations.
20. Links and Third-Party Sites
PaletteHQ can in no way be held liable for the technical availability or unavailability of Internet sites or mobile applications operated by third parties (including its potential partners) which Clients would access through links on the Application.
PaletteHQ shall not be liable for content, advertisements, products and / or services available on such third party sites or mobile applications and Clients are hereby reminded that these sites are governed by their own terms and conditions of use.
PaletteHQ shall not be liable for any transactions conducted between Clients and any advertisers, professionals or salespersons (including its potential partners) to which Clients may be oriented through the Application and shall not take part in any disputes whatsoever with these third parties, particularly concerning the delivery of products and / or services, guarantees, declarations or any other obligations whatsoever to which these thirds parties may be bound.
21. Commercial References
Clients expressly authorize PaletteHQ to cite and use as appropriate a reproduction of their trademark or logo as a commercial reference, especially at events, in its business documents and on its Internet site, in any form whatsoever.
22. Force Majeure
Under no circumstances can the parties be held responsible for failures or delays in the execution of these General Terms and Conditions due to one of the force majeure event as defined by article 1218 of the French Civil Code and recognized by jurisprudence, as well as, in any case, all acts of strike, terrorism and epidemic.
The occurrence of a force majeure event suspends the execution of these General Terms and Conditions as soon as one of the parties receives the information transmitted by registered letter with acknowledgement of receipt by the other party.
If a force majeure event preventing a party from fulfilling its obligations continues beyond a period of 30 (thirty) days, the General Terms and Conditions may be terminated immediately, without legal formalities, by either party, by any written means, without either party having to pay any compensation to the other.
23. Amendments
PaletteHQ reserves the right to amend these General Terms and Conditions at any time.
Clients shall be informed of these amendments through any pertinent channel.
Any Client who does not agree with the amended General Terms and Conditions must unsubscribe from the Services according to the provisions set out in Article 8.
Clients who continue to use the Services after the entry into force of the amended terms and conditions shall be deemed to have accepted these amendments.
24. Language
In the event of a translation of these General Terms and Conditions into one or more languages, the language of interpretation shall be English in the event of any contradiction or dispute concerning the meaning of any one of their terms or provisions.
25. Law and Jurisdiction
These General Terms and Conditions are governed by French law. Any dispute that may arise in connection with its validity, interpretation or execution shall be subject to the exclusive jurisdiction of the Commercial Court of Nanterre (France), unless mandatory procedural rules to the contrary exist.
APPENDIX 1 - PRIVACY POLICY FOR THE BENEFIT OF USERS
- Definition and nature of personal data
The following words and expressions, when used with initials in capital letters, have the meanings given to them in the General Terms and Conditions of Use.
As a result of your use of the Application, we may require you to provide us with your personal data, so that you have the possibility to use the services provided by PaletteHQ.
The word "personal data" means any data that enables a person to be identified, which includes your family name, first name, photograph, email address, job/position, the amount of commissions paid, as well as any other information about you that you choose to provide us with.
- Purpose of this privacy policy
The purpose of this privacy policy is to inform you of the means that we use to collect and process your personal data, with the strictest respect for your rights.
In this regard, we inform you that we collect and process your personal data in compliance with the French law N° 78-17 dated 6th January 1978 on Information Technology, Data Files and Civil Liberties (hereinafter referred to as the “French Data Protection Act”), as well as the regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 as from its entry into force, namely 25th May, 2018 (hereinafter referred to as the “GDPR”).
- Identity of the entity responsible for collecting data
The entity responsible for collecting and processing your personal data is the company PaletteHQ, a French simplified joint stock company (“Société par Actions Simplifiée”) registered under number 892 134 594 with the Registry of Trade and Companies of Nanterre, whose head office is located at 6, avenue Halphen in Ville-d’Avray (92410) (hereinafter referred to as "us" or "we").
- Data Protection Officer (DPO) / Person in charge of data privacy
We have appointed a data protection officer/person in charge of data privacy, who can be contacted at the following address:
Jean-Edern Lorillon
CEO
- Collecting personal data
The legal basis of our processing of your personal data is the following:
- The legitimate interest resulting from your voluntary provision of your personal data when visiting the Application, as these data are aimed at enabling us to better answer to your information requests about our Services
- Your consent to our use of cookies, as set forth in article 10;
- Processing is necessary for the performance of the contract to which you are party for purposes of using our Services on our Application.
Your personal data is processed to meet one or several of the following requirements:
- To manage your access to the Services provided through the Application and their use;
- To constitute a file of registered Users, Clients and prospects;
- To send newsletters, entreaties and promotional advertisements. In case you do not wish so, you have the possibility to opt-out of receiving such communications when your data are collected;
- To provide you with interconnexion proposals with other users of the Application. In case you do not wish so, you have the possibility to opt-out of receiving such proposals when your data are collected;
- To provide commercial and service use statistics;
- To customize our answers to your information requests;
- To respect our legal and regulatory requirements.
We inform you, when collecting your personal data, whether some of these data are mandatory or optional. Mandatory data are necessary for the provision of the Services. You are free to provide or not optional data. We will also inform you of the possible consequences of failure to reply.
We also inform you that we may process indirectly your data, from your company, which gives you access to our Services, or from other Users of our Services.
- Recipients of the collected data
The only persons who have the right to access to your personal data are:
- our personnel, the services in charge of control (including external auditor) and our processors;
- our processors.
We may also give access to your personal data to government agencies, for the sole purposes of meeting legal requirements, or to representatives of the law, ministerial officers and organizations responsible for the collection of debts.
- Transfer / sale of personal data
Your personal data may be sold, transferred, leased-out to or exchanged with third-parties. In case you accept so, we provide you with the option to express your consent by checking a box when your data are collected.
- Personal data storage period
- Data concerning current and potential Client management:
Your personal data shall be stored no longer than the time strictly necessary for the management of our commercial relations with your company. However, any data providing the proof of a right or a contract and that must be stored in compliance with a legal obligation shall be so for the period stated by the legislation currently in force.
With regard to possible promotion operations towards Clients, their data may be stored for a period of three years from the end of the commercial relations with them.
Personal data relating to potential Clients may be stored for a period of three years from their collection or the last contact from the potential Client.
Beyond that three-year period, we may contact you again to find out if you still wish to receive commercial solicitations.
- Management of opt-out systems:
All information taking into account your right to object shall be stored for at least 3 (three) years from the exercise of this right.
- Management of your requests for the exercise of your rights under GDPR:
All information enabling to manage your requests for the exercise of your rights under GDPR shall be stored for at least 2 (two) years from the request.
- Safety
We inform you that we take all necessary precautions, as well as all appropriate organizational and technical measures, to maintain the security, the integrity and the confidentiality of your personal data, including to prevent that they be distorted or damaged and that any unauthorized third-party access to them.
- Hosting
We inform you that your personal data are stored, for the term set forth above, on the servers of AWS located in the European Union.
Your data will not be transferred outside the European Union in the context of the use of our Services.
- Cookies
For more information on Cookies, please read our attached Cookies Policy.
- Access, rectification and erasure of your personal data
In compliance with the French Data Protection Act and the GDPR, you have the right to access, rectify and delete any information concerning you. You can exercise this right and have the information concerning you by contacting us at the:
- Email Address: dpo@palettehq.com;
- Postal Address: PaletteHQ 6 avenue Halphen, 92410, Ville d’Avray, France ;
- Right to define instructions related to the processing of data after your death
You have the right to define instructions with regard to the storage, the erasure and the communication of your personal data after your death.
These instructions may be general directions, which are focused on all personal data concerning you. In such case, they must be registered with a digital trusted third party who is certified by the French data protection authority (CNIL).
These instructions may also be specific to the data processed by our company. You are then required to provide these instructions to us at the:
- Email Address: dpo@palettehq.com;
- Postal Address: PaletteHQ 6 avenue Halphen, 92410, Ville d’Avray, France ;
By providing to us these instruction, you hereby expressly consent that they be stored, transmitted and carried out on the terms and conditions set forth herein.
You have the right to appoint in your instructions a person in charge of their execution. After your death, this person shall be entitled to take knowledge of these instructions and to request to us their implementation. Failing to such appointment, your heirs shall be entitled to take knowledge of these instructions and to request to us their implementation.
You may modify or revoke your instructions at any time, by writing to us at the abovementioned contact addresses.
- Portability of your personal data
You have a right to portability of the personal data you have entrusted to us, understood as the data you have actively and deliberately declared when accessing to and using our Services. You are reminded that portability right does not apply on data that were processed on another basis than consent or the execution of a contract between us.
This right may be exercised free of charge, at any time, including when closing your account on the Site, so that you may recover and store your personal data.
In this context, we shall provide your personal data, by any appropriate means, in an open standard, currently used and machine-readable format, in compliance with the state of art.
- Submission of a complaint before a supervisory authority
You are informed that you have a right to submit a complaint before a supervisory authority which is competent in the member State in which your ordinary residence, your place of work or the place in which the infringement of your rights was committed (in France, the French Data Protection Authority – CNIL), if you consider that the personal data processing under this Privacy policy is a violation of the applicable regulations.
This complaint submission may be exercised without prejudice of other legal action before any administrative or judicial court. In fact, you have also a right to effective administrative and judicial redress if you consider that the personal data processing under this Privacy policy is a violation of the applicable regulations.
- Restriction of processing
You have the right to obtain restriction of your personal data’s processing where one of the following applies:
- Within the period of verification that we carry out, if you contest the accuracy of your personal data;
- When the processing of these data is unlawful et you request the restriction of this processing, instead of erasing your data;
- When we no longer need your personal data, but you require their maintenance for the exercise of legal claims;
- Within the period of verification of the legitimate interests, if you have objected to the processing of your personal data.
- Modifications
We reserve the right, at our sole discretion, to modify this Privacy policy, in whole or in part. Any changes will be effective from the time of publication of the new Privacy policy. Your use of the Application after the changes have been implemented implicitly expresses your acknowledgement and acceptance of the new Privacy policy. Otherwise, and if the new Privacy policy does not suit you, you must no longer use the Services provided by the Application.
- Entry into force
This Privacy policy came into force on January 01, 2021.
Appendix 2 – Cookies Policy
- What is a Cookie?
When browsing our Application, Cookies, pixels, tags or other trackers (hereafter referred to as the “Cookies”) are installed on your terminal.
A cookie is a small file, often encrypted, that is stored in your browser or device and is identified by a name. It is installed when you visit a site or application. Each time you return to the said site or application, the Cookie is retrieved from your browser or device. This ensures that each time you visit the site or application, the browser is recognized.
The installation of these Cookies is likely to enable us to access your browsing data and/or personal data concerning you.
- Cookies Identification
Analytical Cookies
These Cookies allow us to measure the number of visits, page views and user activity. If necessary, they may collect your IP address to know the city from which you are connecting. Analytical Cookies allow us to generate statistics on the use and navigation of our Application in order to improve our performances. The Cookies used also allow us to identify navigation problems and eventually to solve them.
We use the following Analytical Cookies:
Cookie’s name
Cookie’s Function
Shelf life
_gat
Google Analytics
One (1) minute
_gid
Google Analytics
Twenty four (24) hours
_ga
Google Analytics
Six (6) months
SL_C_XXX_SID
SmartLook
Six (6) months
SL_C_XXX_KEY
SmartLook
Six (6) months
SL_C_XXX_VID
SmartLook
Six (6) months
- Your Cookies preferences
- Cookies that can be installed without consent
Some cookies do not require your consent, such as:
- Technical or functional Cookies that are necessary for the operation of the Application;
- Certain Cookies for audience measurement or Cookies that enable to test different versions of the Application for the purpose of optimising editorial choices.
- Acceptance or refusal of Cookies subject to your express consent
All other Cookies require your consent. These include Advertising Cookies, Social Networking Cookies, Content Personalization Cookies and some Audience Analysis Cookies. You may freely choose to accept or decline the use of these Cookies.
You can accept or refuse these Cookies the first time you consult the Application.
Your choices to accept or refuse these Cookies will be retained for a period of six (6) months.
You are free to withdraw your consent and more generally to change your preferences by updating your browser settings.
- Your browser settings
It is also possible to set your browser to accept or reject certain Cookies.
Each browser offers different settings:
- For Internet Explorer: go to the "Settings" menu, then "Internet Option". Click on "Privacy" and then "Advanced Privacy Settings";
- For Chrome: go to the “Settings” menu, then click on “Confidentiality and Security”. Finally, click on “Authorisation” and “Cookies and website data”;
- For Safari: go to the application “Settings”, then go to “Safari”. Click on “Confidentiality and Security”. You can now choose to block all Cookies;
- For Iphone: go to the “Settings” menu, then “Safari”, click on “Cookies”. You can now choose to block all Cookies;
- For Android: go to “Chrome”, click on the tag “ ” at the top right of the screen, then on “Site settings” and finally on “Cookies”. You can now choose to accept or block all Cookies.
For users logged into their Google Account who have enabled Ad Personalization in their Google Account, we have implemented Google Signals data collection, including Google Analytics Advertising Features, in order to collect traffic and usage data for our website. To opt out of this, visit your Google Account, and disable the Ad Personalization setting.
