Terms of service
Last update: January, 11th 2023
Last update: January, 11th 2023
These LoneScale Terms and Conditions (the “General Conditions”)govern the relationship between LoneLine, a simplified joint-stock company with a share capital of 142.936 euros, registered with the Trade and Commerce Register of Nanterre under the number 884 440 124, having its registered address at 6, rue des bateliers – 92110 Clichy, France (“LoneLine”)and any natural or legal person (the “Client”) who has subscribed to theLoneScale platform specialized in leads management (“LoneScale”). LoneLine and the Client are hereinafter referred to individually as a “Party”and collectively as the “Parties”. By ticking the box provided for this purpose under the registration form available on the website www.lonescale.com edited by LoneLine, the Client expressly accepts the General Conditions of which he acknowledges to have read, understood and accepted them without reserve. Otherwise, the Client will not be able to access or use LoneScale.The General Conditions integrate the Data Processing Agreement.
The terms and expressions which first letter is a capital one, in the General Conditions, have the meaning defined in this article, used either as singular or plural:
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1.1 “Authorized User” shall mean the identified user, physical person, authorized to access LoneScale, by the Client, legal entity. The Authorized User can be an employee, manager, subcontractor, agent and/or service provider. He has an account on LoneScale.
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1.2 “Collected Data” shall mean the data related to the Client’s prospects and customers generated and/or obtained through LoneScale on the basis of the information provided by the Client.
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1.3 “Confidential Information” shall mean any information communicated (written, orally or by any other mean) directly or indirectly by LoneLine to the Client prior or after this Agreement’s entry into force including, without limitations, the information related to the Services as well as the operations, processes, plans, know-how, commercial secrets, inventions, techniques, commercial opportunities and activities of LoneLine.
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1.4 “Data Processing Agreement” shall mean the agreement related to data processing which governs the processing of personal data by LoneLine on behalf of and for the account of the Client. The DataProcessing Agreement is available at the URL: https://www.lonescale.com/privacy-policy.
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1.5 “Force Majeure” shall mean the events external to the Parties, unpredictable and unstoppable, as defined by French case law, the following events shall be deemed to constitute a case of Force Majeure (without purporting to be an exhaustive list): war (declared or not); terrorist act; invasion; rebellion; blockade; sabotage or act of vandalism; zombies invasion; strike or social dispute, total or partial, external to both Parties; bad weather (in particular flooding, storms and hurricanes); events declared as“natural disasters”; fire; epidemic; transport or supply blockades (particularly energy); failure of electrical energy, heating, air conditioning supplies, of the telecommunication or data transport network; satellite failure.
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1.6 “Functionality” shall mean any of the different functionalities available on LoneScale (e.g. BtoB data searches by keywords, extraction of Collected Data, automatic sending of sales prospecting emails).
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1.7 “Item” shall mean the number of lines of data that can be exported by an Authorized User via LoneScale, depending on the Subscription chosen by the Client.
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1.8 “Licence-fees” shall mean the sums owed by the Client to LoneLine in return for the right to use LoneScale in accordance with the chosen Subscription.
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1.9 “Subscription” shall mean one of the different LoneScale subscription packages, which are detailed at https://lonescale.com/pricing/. Depending on the Subscription subscribed, access to LoneScale will be authorized for a determined number of Authorized Users, each Authorized User will have access to a determined number of Items and to determined Functionalities.
These General Conditions defines the terms and conditions under which LoneLine grants the Client access to LoneScale, in return for the payment of the Licence-fees. The purpose of the General Conditions and the commitments of LoneLine int his respect are limited to the granting of access to LoneScale and its different Functionalities, excluding any other complementary service (e.g.,assistance, parameterization of LoneScale), which may, if necessary, be the subject of an ad hoc agreement between the Parties.
3.1Â Initialization of LoneScale
In order to access LoneScale, the Client must subscribe to one of the Subscriptions.
In order to register to LoneScale, the Client must fill in the fields of the registration form with complete and accurate data, and accept the General Conditions by means of a check box. The data that must be provided to LoneLine are identified as such during the registration of the Client.
The information provided by the Client is used to create the Client's main user account on LoneScale, as well as those of the Authorized Users. During this account creation phase, the Client and each of the Authorized Users choose their login (in the form of an e-mail address) and the password that will be attached to it. When choosing passwords, LoneLine advises the Client and each Authorized User to respect the recommendation of the French data protection authority (CNIL) on passwords in order to guarantee a minimum level of security in this matter (at least twelve characters and four different types: lower case, upper case, numbers and special characters).
In case of an incomplete or erroneous declaration, the account of the Client and the Authorised Users can be closed, by right, without prior notice and without any formality. In any case, the Client agrees to indemnify LoneLine for all the consequences that may result from this incomplete or erroneous declaration.
When the Client is a natural person, he/she declares and guarantees that he/she uses LoneScale for his/her professional activity and that, as such, he/she cannot be qualified as a consumer in the sense of the preliminary article of the Consumer Code.
After having followed the steps to initialize LoneScale, the account created must be validated by the platform’s moderation team. Once the account is validated, the Client and the Authorized Users can use all the LoneScale Functionalities, in accordance with the limits inherent to the relatedSubscription.
The personal accounts of the Client and of each Authorized User allow them to update their data.
3.2Â Authorized Users
Access to LoneScale by the Client will be limited to Authorized Users only.
The Client undertakes to ensure that the Authorized Users are competent natural persons, familiar with the use of IT tools, marketing or online sales professionals and informed by the Client of all issues relating to the processing of personal data and their use in the context of advertising and/or communication activities.
When the Authorized User accesses LoneScale, the Client is solely responsible for the security of logins and passwords. The Client undertakes to inform LoneLine promptly of any unauthorized access, whether actual or suspected, to a login, password and/or LoneScale.
Any action carried out via a login belonging to the Client or one of the Authorized Users will be deemed to have been carried out by the Client, unless the Client has previously reported the login concerned as lost or stolen, thus allowing LoneLine a reasonable period of time to deactivate the login.
The Client acknowledges and accepts that he/she is responsible for any use of LoneScale by an Authorized User to whom it has sent an access URL link.
In this context, the Client is responsible for the respect of the terms of the General Conditions by each of its Authorized Users
LoneScale is a lead management solution. LoneScale is composed of numerous Functionalities, the use of which is described in the documentation available at the URL: https://www.lonescale.com/pricing.
Depending on the chosen Subscription, the Client (and, where applicable, each of its Authorised Users) has access to a certain number of Functionalities and Items.
5.1 Right of use
LoneLine grants the Client, and if necessary, the Authorized Users, a personal, non-exclusive, non-transferable and non-assignable right, for the whole world and for the duration of the Subscription subscribed, to use LoneScale for its internal needs in the conditions and limits specified in the General Conditions.
The granting of this right of use is made in consideration of the payment of the Licence-fees.
5.2Â Limitations
The Client shall not, directly or indirectly, and undertakes to forbid his Authorized Users, except with the express, prior and written consent of LoneLine:
(i)Â make a copy of the LoneScale platform or of elements of the LoneScale platform, in any way whatsoever;
(ii) analyse, or have a third party analyse, in the sense of observing, studying and testing, the functioning of the LoneScale in order to determine the ideas and principles on which the elements of the program are based when the LoneScale carries out loading, display, execution, transmission or storage operations;
(iii) provide services to third parties, whether free of charge or for a fee, which are based on the LoneScale platform. In particular, the Client shall refrain from integrating, processing and/or using the data of a third party; and/or granting full or partial access to the LoneScale platform, in particular in the form of a service bureau, in ASP, in PaaS or in SaaS;
(iv)Â transfer, lease, sub-license, assign, pledge, or otherwise transfer all or part of the ownership of the LoneScale;
(v) use LoneScale in violation of applicable regulations;
(vi) create composite or derivative works with the help of all or part of LoneScale;
(vii) make any other use of LoneScale than the one allowed by the General Conditions.
LoneScale may integrate third party software which will be used by the Client only in connection with LoneScale and will never be used in any other way without the prior written consent of LoneLine.
6.1 Licence-fees
In order to access LoneScale, the Client will have to pay LoneLine the Licence-Fees corresponding to the chosen Subscription, which allows a number of Authorized Users to access LoneScale, who will be able to access determined Items and Functionalities. The amount of the Licence-fees is firm and definitive.
The Client acknowledges that LoneLine can make the access to LoneScale conditional to the payment of the Licence-fees for the next period, ifnecessary.
6.2Â Expenses
The Licence-fees do not include any charges (in particular the purchase of data or connection to a third-party service), except by prior and express agreement between the Parties (e.g., when referred to in the applicable price plan).
6.3Â Payment terms
The arrears for payment, by direct debit, of the Licence-fees depend on the chosen Subscription, unless defined otherwise between the Parties.
Upon receipt of the payment, LoneLine sends the corresponding invoice to the Client and makes it available to him in electronic format via the main account.
In case of non-payment of the Licence-fees within the contractual term:
Would all or part of the Remuneration not be paid within the contractual time limits:
(i) Any sum that remains unpaid shall automatically be subject to interest, accruing on a daily basis until the date of full payment of the principal, interest, expenses and additional costs, at a rate equal to three (3) times the applicable statutory rate of interest, and this with no further notice required and without prejudice to any claim for compensation that LoneLine shall reserve the right to seek by legal means;
(ii)Â LoneLine reserves the right, at its sole discretion, with or without notice, to suspend the access to LoneScale current or future and to limit its functionalities, and this until full payment of outstanding sums;
(iii)Â All expenses incurred by LoneLine in the recovery of unpaid sums shall be charged to the Client, including the costs of bailiffs, legal fees and counsel fees, said expenses under no circumstances to be less than the fixed allowance set out at article L. 441-10 II of the French Commercial Code, in the sum of forty (40) Euros.
The sums paid by the Client to LoneLine under the General Conditions remain with LoneLine and are not refundable, even if the General Conditions or any other contract between LoneLine and the Client is terminated.
7.1Â Conformity of LoneScale
LoneScale is made available to the Client by LoneLine according to the terms of the General Conditions and the documentation of LoneScale.
Unless expressly stipulated otherwise, the obligations of LoneLine within the framework of the General Conditions are obligations of means.
LoneLine reserves the right to modify at any time the characteristics of its technical infrastructures, the choice of its technical suppliers and the composition of its teams.
7.2Â Fiscal and social obligations
LoneLine declares, if necessary, to be registered with the Trade and Companies Register, with the URSSAF and/or with all administrations or organisations (including social insurance administrations or organisations) required for the execution of the General Conditions. The registrations made in accordance with this article, as well as the registrations made before the conclusion of the General Conditions, must expressly cover all activities ofLoneLine for the execution of the services under the General Conditions. In accordance with the provisions of articles L. 8221-1 and following and D.8222-5 of the Labour Code, LoneLine commits itself to give the Client any document proving its registration, the payment of its social and fiscal contributions as well as the employment of its employees.
8.1Â Proper execution of the General Conditions
The Client commits himself to:
(i) cooperate in good faith to facilitate LoneLine's interventions, when necessary, in particular by communicating all relevant or requested information within a timeframe allowing LoneLine to fulfil its obligations;
(ii) to have the appropriate skills to use LoneScale;
(iii) not to import into LoneScale any data that may damage LoneScale and/or infringe the rights of a third party;
(iv) have an up-to-date Internet browser and a high-speed Internet connection, the cost of which is borne by the user;
(v) back up all his data, before the first use of LoneScale and each time he considers it necessary. LoneLine cannot be held responsible for any loss of data suffered by the Client.
8.2 Compliance with applicable legislation
When using LoneScale, the Client commits himself to respect the applicable legislation, in particular the legal provisions concerning commercial prospecting and more specifically the provisions of the French code of posts and electronic communications (Code des postes et des communications éléctroniques).It should be specified that LoneLine cannot be held responsible for the non-respect of the applicable law by the Client, who acts as a simple technical service provider.
9.1 LoneScale
The Client acknowledges that LoneScale, including all patches, workarounds, updates, upgrades, enhancements and modifications made available to the Client, as well as all trade secrets, copyrights, patents, trademarks, trade names and other intellectual property rights pertaining thereto, shall at all times remain the full and exclusive property of LoneLine and that none of the stipulations of the General Conditions shall be construed as a transfer of any of these rights to the Client.
9.2 Know-how
Any ideas, know-how or techniques that may have been developed by LoneLine are the exclusive property of LoneLine. LoneLine can, at its own discretion, develop, use, commercialise and license anything similar or related to the developments made by LoneLine for the Client. LoneLine is under no obligation to disclose any ideas, know-how or techniques that may have been developed by LoneLine and which LoneLine considers to be confidential and proprietary.
10.1Â Collective data processing
Within the framework of the supply of LoneScale, LoneLine has to process, among the Collected Data, personal data, in the name and on behalf of the Client.Thus, LoneLine acts as a subcontractor, the Client being responsible for the collection and processing of the said personal data.
The Parties have concluded the Data Processing Agreement which complies with the provisions of article 28 of General Data Protection Regulati with regard to the processing of personal data and on the free movement of such data (hereinafter referred to as the "GDPR").
10.2 Data processing by LoneLine
Moreover, LoneLine, in its relations with the Client, has to process, on its own behalf, personal data of employees, managers, subcontractors, agents and/or service providers of the Client.
In this context, the Client’s employees have the right to access and, if necessary, to rectify, delete or portability of the data concerning them. They also have the right to define directives concerning the fate of their personal data after their death.
In addition, the Client's employees may oppose the processing of their personal data for legitimate reasons, withdraw their consent or limit it.
These rights can be exercised at any time by writing to LoneLine bye-mail at happy@lonescale.com.
The Client's employees, managers, subcontractors, agents and/or service providers have the right to lodge a complaint with a supervisory authority.
The personal data of the Client's employees, managers, subcontractors, agents and/or service providers are kept only for the duration of the execution of the Offer. This data is deleted as of the termination of the Offer.
However, at the end of the above-mentioned periods, including, ifn ecessary, the deletion request of the person concerned, his/her personal data can be archived intermediately so that LoneLine can fulfil its legal obligations of conservation:
(i)Â the contract concluded in the context of a commercial relationship (five (5) years from its conclusion);
(ii) documents relating to the management of orders (ten (10)years);
(iii) documents relating to the management of invoicing (ten(10) years);
(iv)Â data relating to the management of a customer/prospect file (three (3) years as from their collection).
Certain data may be archived beyond the periods provided for (i) in the event of litigation in order to establish the reality of the disputed facts; and/or (ii) for the purposes of research, the establishment and prosecution of criminal offences with the sole aim of making these data available to the judicial authorities, as necessary.
Archiving implies that these data are anonymized and can no longer be consulted online but are extracted and stored on an autonomous and secure medium.
The Client undertakes, in the name and on behalf of LoneLine - in accordance with the provisions of article 14 of the GDPR - to inform his employees, managers, subcontractors, agents and/or service providers of the conditions of this processing and of the above mentioned rights.
Until the expiry date of the Subscription, the Client keeps the possibility to export the Collected Data under the conditions defined in the present Article 11.
At the end of this reversibility period, LoneLine will proceed to the complete erasure of the personal data contained in the Collected Data, except for the anonymous statistical data collected by LoneLine in the framework of the provision of services to the Client.
12.1 Warranty related to LoneScale
LoneLine will use its best efforts to ensure that LoneScale complies with the stipulations of the associated documentation.
LoneLine does not grant any guarantee that is not expressly mentioned in the General Conditions.
12.2 Warranty of quiet possession
LoneLine declares that it is the owner of all the intellectual property rights related to LoneScale and that LoneScale does not constitute an infringement of a pre-existing work.
Consequently, LoneLine guarantees the Client against any action, claim, demand or opposition from any person invoking an intellectual property right oran act of unfair and/or parasitic competition in France, provided that LoneLine is notified by the Client of such action.
LoneLine will be the only one authorized to have control over any defence and/or any transaction in the framework of such an action. In this respect, LoneLine commits itself to intervene in all procedures and/or actions that would be initiated against the Client on the basis of a violation of an intellectual property right by LoneLine and/or an act of unfair competition and/or parasitism committed by LoneLine in relation to LoneScale. The Client commits himself to provide LoneLine with any reasonable information or assistance in the context of this defence.
In the event that, at the end of this action or procedure, LoneScale is considered, by a court decision that is not subject to appeal, as constituting an infringement, LoneLine undertakes, at its own expense and discretion, to:
(i) obtain for the Client the right to continue usingLoneScale; or
(ii) replace LoneScale with an equivalent non-infringing software; or
(iii) modify all or part of the infringing LoneScale so that it is no longer infringing; or
(iv) terminate the General Conditions
However, LoneLine shall not be obliged to compensate the Client if the action, claim, demand or opposition is due to :
(i) non-conforming use, modification or adaptation ofLoneScale by the Client;
(ii) failure by the Client to implement a patch, update, new version and/or any other form of correction or improvement of LoneScale;
(iii) the use by the Client of LoneScale in combination with products, hardware, software which are not the property of LoneLine or which have not been developed by LoneLine;
(iv)Â the use, marketing or provision of LoneScale to a third party by the Client;
(v)Â information, instructions, specifications or materials provided by the Client or a third party.
It is expressly agreed between the Parties that the provisions of this Article 13 have been agreed between the Parties as part of a comprehensive negotiation, so that each Party considers them to be justified and proportionate in relation to its other commitments under the General Conditions.
LoneLine can only be held responsible for direct and foreseeable damages in the sense of articles 1231-3 and 1231-4 of the French civil code (Codecivil) caused by a failure of LoneLine to fulfil its obligations under the General Conditions.
It is expressly agreed between the Parties that LoneLine cannot be responsible for any lost profit; loss of turnover or profit; loss of customers; loss of a chance; loss of image or reputation; any cost to obtain a substitute product, software, service or technology; or any technical difficulty in sending a message via the internet.
LoneLine cannot be held responsible in case of damage resulting from the destruction of files or data resulting from the use by the Client of one or more elements supplied within the framework of the provision of LoneScale.
The total accumulated liability of LoneLine, for all damages and for any reason whatsoever, cannot be higher than the sums actually received by LoneLine under the General Conditions during the twelve (12) months preceding the occurrence of the last damaging event.
In any case, the Client can only hold LoneLine responsible for a breach of the General Conditions for a period of twelve (12) months from the occurrence of the breach, which the Client recognizes and accepts.
LoneLine will not be responsible for any damage resulting from the failure of the Client to respect his obligations.
14.1 Suspension of access to LoneScale
LoneLine reserves the right to suspend the Client's access to LoneScale by right and without prior notice, without any liability for the Client, incase of (i) a serious or repeated violation by the Client or one of the Authorized Users of its legal or contractual obligations; (ii) a delay in the payment of the Licence-fees under the conditions specified in Article 6; (iii) an established risk for the security and/or stability of LoneScale; or (iv) a scheduled maintenance.
LoneLine undertakes to make reasonable efforts to limit the impact of the suspension on the normal operation of LoneScale.
14.2 Termination for misconduct
Each Party may automatically, without prejudice to any damages that it reserves the right to seek judicially, terminate the General Conditions with immediate effect in the event that the other Party fails to fulfil one of its essential obligations under the General Conditions, and in particular in the event of non-payment of the Licence-fees by the Client, if this breach has not been remedied by the defaulting Party within ten (10) working days of notification of this breach by the other Party, by registered letter with acknowledgement of receipt.
14.3 Termination for convenience
The Client is free to cancel his Subscription at any time, at his convenience, via his personal account on LoneScale. In this case, the sums paid to LoneLine for the Subscription subscribed by the Client term remain fully acquired. The cancellation of the Subscription will be effective on the last day of the calendar month following the sending of the cancellation request.
14.4 Consequences of termination
In case of termination of the General Conditions, for whatever reason, the Client shall immediately cease to use LoneScale.
Notwithstanding the expiry or termination of the General Conditions, it is expressly agreed between the Parties that articles 9, 10, 11, 13, 15 and 17 will remain fully applicable between the Parties.
15.1 Concept of Confidential Information
This does not constitute Confidential Information:
(i) information which is or becomes publicly available without breach of the General Conditions by a Party;
(ii) information lawfully held by a Party prior to its disclosure by the other Party;
(iii) information not resulting directly or indirectly from the use of all or part of the Confidential Information;
(iv)Â information validly obtained from a third party authorised to transfer or disclose such information.
15.2 Commitment to Confidentiality
The Client undertakes on its own behalf and on behalf of its servants, agents, subcontractors and partners, during the term of the General Conditions and for a period of five (5) years after its termination, to:
(i)Â not to use the Confidential Information for any purpose other than the performance of its obligations under the General Conditions;
(ii) take any precautions it uses to protect its own confidential information of significant value, provided that such precautions shall not be less than those of a diligent professional;
(iii)Â not to disclose the Confidential Information to any person by any means whatsoever, except to its servants, agents, service providers or subcontractors to whom such information is necessary for the performance of its obligations by each of the Parties.
At the end of the General Conditions, because of their end or termination, the Client will have to give back to LoneLine without delay all the Confidential Information, whatever their support, obtained in the frame of the General Conditions. The Client is not allowed to keep a copy of it in any form, except with the express written consent of LoneLine.
16.1 Communication – Advertising
The Client - legal person - agrees to participate in co-marketing activities. This acceptance includes, but is not limited to, participation in the following actions: press releases, trade fairs, conferences, customer testimonials, etc., as well as the fact that the General Conditions may serve as an example of mutually successful collaboration.
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16.2 Assignment/transfer of the General Conditions
LoneLine shall have the possibility of transferring all or part of the rights and obligations resulting for it from the General Conditions to any third party of its choice, including to any subsidiary to be constituted and/or in the event of a merger, demerger, total or partial transfer of its business.It is expressly agreed between the Parties that any change in the capital structure of LoneLine, including a change of control, shall not affect the performance of the General Conditions.The Client is not authorized to transfer all or part of its obligations under the General Conditions, in any manner whatsoever, without the prior, written and express consent of LoneLine.
16.3 Notification - Computation of time limits
Any notification required or necessary in application of the provisions of the General Conditions must be in writing and shall be deemed validly given if delivered by hand or sent by registered letter with acknowledgement of receipt to any other address notified to the other Party in the manner set out in this article 16.3.
Unless specifically provided for in an article of the General Conditions, time limits are calculated per calendar day. Any time limit calculated from a notification shall run from the first attempt to deliver it to the addressee, the postmark being taken as proof.
16.4 Force Majeure
Each of the Parties shall not be held liable if the execution of its obligations is delayed, restricted or rendered impossible due to the occurrence of an event of Force Majeure. It is expressly agreed between the Parties that the provisions of this article 16.4 are not applicable to the obligations to pay.
In the event of Force Majeure, the execution of the obligations of eachParty shall be suspended. If the Force Majeure continues for more than one (1) month, the General Conditions may be terminated at the request of the most diligent Party, without either Party being liable to the other. Each of the Parties shall bear the cost of all expenses incumbent upon it and resulting from the occurrence of Force Majeure.
16.5 Suppliers - Service providers – Subcontractors
During the whole duration of the General Conditions, LoneLine is free to use any supplier, service provider and/or subcontractor of its choice.
Within this framework, LoneLine will remain responsible for the provision of the services under the conditions set out in the General Conditions.
16.6 Evidence agreement
The computerized registers will be kept in LoneLine's computer systems in reasonable security conditions and will be considered as proof of the exchanges, actions and/or orders made by the Client and the Authorized Users on LoneScale, which the Client declares to accept.
16.7 Modification of the General Conditions
LoneLine reserves the right to modify the General Conditions at anytime, as it deems necessary and useful. In case of modification of the General Conditions, LoneLine commits itself to make the Client accept the new general conditions at least fifteen (15) days before the date of their coming into force.
16.8 Waiver of rights
The fact that one or other of the Parties does not exercise any of its rights here under shall not constitute a waiver of its right to do so, and such a waiver may only be made by an express declaration by the Party concerned.
16.9 Validity
In the event that one or more of the provisions of the General Conditions are deemed invalid by a competent court, the other provisions shall retain their scope and effect.
The provision considered invalid will be replaced by a provision whose meaning and scope will be as close as possible to the invalidated provision, while remaining in conformity with the applicable legislation and the common intention of the Parties.
16.10Â Completeness
The General Conditions constitute the entire agreement between the Parties, to the exclusion of any other document, in particular those that maybe issued by the Client before or after signature of the Contract.
This agreement is governed by French Law. The Parties expressly accept to submit any dispute related to these General Conditions (understood as any dispute related to its negotiation, conclusion, enforcement, cancellation and/or termination) and/or related to the commercial relationships between the Parties and their termination, to the exclusive competence of the Paris Courts, not withstanding plurality of defendants or warranty claims, and including summary proceedings and ex parte motions.