GENERAL TERMS AND CONDITIONS OF PROVISION

Article 1: DEFINITIONS 

The following terms, when the initial letter is capitalized, shall have the meaning defined below, in the singular or plural :

  • Account: refers to the user account created by the Client on the Platform, which is a prerequisite for accessing the Services.
  • Client: refers to the professional who, after creating an Account on the Platform, benefits from the Services. It is understood that the Client is prohibited from creating an Account and/or benefiting from the Services unless they are a professional, as defined by applicable law.
  • Data: refers to the orthoimages provided by LUXCARTA to the Client, which they can process under the terms of these conditions, excluding any Client data of any kind.
  • Party(ies): refers to LUXCARTA and/or the Client.
  • Platform: refers to the software platform published by LUXCARTA, on which LUXCARTA provides access to its Data catalog, enabling the Client to process the Data.
  • Services: refers to all the services provided by TIDYUP TECHNOLOGES on the Platform, and in particular the Client's ability to browse the Data catalog, select the Data of interest, download it, and then process and modify it via the Platform.
  • User: refers to the natural person who benefits from the services provided by the Platform and granted to the Client in accordance with these GTC, authorized by the Client to use all or part of the Platform, regardless of where they are located and the terms of their access.

Article 2: ACCEPTANCE OF THE GTC

These GTC are accepted by the Client when creating an Account on the Platform.  Any use of the functionalities offered by the Platform subjects the Client to the GTC. 

LUXCARTA reserves the right to modify the GTC, in whole or in part, according to the technical evolution of the Platform or its functionalities, or due to changes in legislation, at its sole discretion. Mention will be made on the Platform.

Article 3: ACCESS TO THE PLATFORM

3.1. Accessibility
The Platform is accessible online at the following address: https://app.beod.luxcarta.cloud/sign-in 

LUXCARTA will provide access to the Platform within the framework of an obligation of means. As such, it undertakes to make every effort to ensure, to the best of its ability, the availability of the Platform, under the conditions set out in the general terms and conditions of use of the Platform. 

3.2. Equipment and minimum requirements

The Client undertakes to provide Users with computer equipment (PC, Mac, tablet), a high-speed internet connection and a web browser. This minimum required equipment allows Users to access and use the Platform in an optimal manner. All costs relating to access to and use of the Platform, whether hardware, software, or internet access costs, are the sole responsibility of the Client. The Client is solely responsible for the proper functioning and security of its information system. LUXCARTA cannot be held responsible for any difficulties in accessing the Platform that may be encountered if the Client does not meet the minimum requirements.

3.3. Creation of Accounts

Access to the Platform requires the creation of an Account for the User. To do so, the User must have a valid e-mail address. Access to the Platform requires the creation of an Account for each User. User Accounts are created by the Client, via a manager appointed by the Client.

Multiple User Accounts can be created for a single Client upon request made to LUXCARTA, under the conditions determined by the latter.

3.4. Access code

During the account creation process, the User chooses their login credentials.

Access codes are strictly personal and confidential. The User must keep them securely and undertakes not to disclose them to third parties or to another User for any reason, in any way and in any form whatsoever. The User also undertakes to ensure that at the end of each session of use of the Platform, he logs out correctly.

In the event of loss, forgetfulness or theft of his authentication details, the User must change his password as soon as possible according to the procedure detailed on the Platform. The User is then prompted to create a new password.

Under no circumstances shall LUXCARTA be liable for the loss, theft or forgetting of the User's authentication elements or their fraudulent use. The User is solely responsible for access to and use of the Platform with its authentication elements.

3.5. Platform availability

The Platform is accessible 24 hours a day, 7 days a week, subject to the occurrence of a case of force majeure or an event beyond the control of LUXCARTA and except for interruption, suspension, or limitation in the context of maintenance operations and/or updates necessary for the proper functioning of the Platform. Access conditions are also subject to the service levels permitted by the hosting provider of the Platform and the Data.

LUXCARTA is only bound by an obligation of means concerning the accessibility, operation and availability of the Platform or its contents. LUXCARTA reserves the right to interrupt, suspend or limit, at any time, access to all or part of the Platform, in particular due to legal or technical constraints. 

The User and the Client expressly acknowledge that the aforementioned suspensions, interruptions, or limitations may occur at any time without notice and that they will not give rise to any obligation or compensation for their benefit.

Article 4: PROPER USE OF THE PLATFORM – RESTRICTIONS OF USE

It is expressly agreed between the Parties that, given the nature and purpose of the Platform, the Client shall ensure that Users act as professionals for the purposes of their professional activity only, and undertake to use the Platform in compliance with the regulations applicable to them. The Client also agrees to use the downloaded Data (whether processed by them or not) exclusively for internal purposes. Accordingly, the Client is prohibited from using the Platform for personal purposes. The Client is also prohibited from using the Data in any way other than for internal use; specifically, they are forbidden from renting, selling, or making the Data available to any third party, whether for a fee or free of charge.

It is specified that all decisions made by the User and the Client based on the Data are made under their sole responsibility, in accordance with applicable law. They must use the Data with all the discernment and professionalism required. As such, the User(s) must have all the skills, knowledge, and expertise necessary to use the Services correctly.

In addition to the aforementioned restrictions, it is strictly forbidden to use the Platform for the following purposes:

  • The production of interference with the Platform or accessing it using a method other than that provided for in the GTC and the instructions that are made available to it.

  • Carrying out actions that are illegal, discriminatory, fraudulent or that infringe the rights or safety of third parties.

  • Aiding or abetting, in any form and in any manner, one or more of the acts described above.

  • And more generally, any practice that misuses the Platform for purposes other than those for which it was designed.

In the event of use of the Platform by a User who does not comply with these GTC, or more generally in the event of a violation of applicable laws and regulations, LUXCARTA reserves the right to suspend or terminate without prior notice or compensation, all or part of the access to the Platform. LUXCARTA may pronounce such suspension or termination without prejudice to all other rights, actions, and remedies that it may have to compensate for the damage it may have suffered because of these breaches

Article 5: COLLABORATION

The Parties undertake to collaborate closely, to the best of their ability and in perfect good faith, to enable the proper execution of the GTC. 

In particular, the Parties undertake to keep each other informed and to communicate spontaneously to each other any events, information or documents that would be useful for the proper use of the Platform, and more generally for the proper execution of the GTC.

Article 6: FINANCIAL CONDITIONS 

6.1 Price

The Client pays credits on the Platform to fund their online Account. With these credits, they can purchase Data. Each square kilometer of map corresponds to a certain number of credits, subject to the specifics stated by LUXCARTA. 

A price list is attached to these GTC, detailing the applicable rates.

It is understood between the Parties that for the entire duration of the GTC, the Client retains their credits. The deduction of credits occurs automatically on the Platform during the purchase of Data.

 Prices of the credits are exclusive of VAT.

6.2 Payment conditions 

Payments are made by credit card, Paypal, and wire transfer and are managed by the company STRIPE.

The Client will be able to download their invoices from their Account.

Article 7: MAINTENANCE

7.1 Evolutive maintenance 

LUXCARTA will use its commercially reasonable efforts to maintain the Platform in good functional state by providing and installing necessary updates and/or upgrades in order to (i) ensure that the Platform remains compliant with the legislation in force, (ii) adapt the Platform to the technological developments in networks, (iii) improve the user experience of the Platform and/or supplement the Platform with any additional features. 

7.2 Corrective maintenance

LUXCARTA will use its commercially reasonable efforts to ensure the proper functioning of the Platform, and to correct any errors or anomalies on the Platform within a reasonable time.

The method of addressing the anomaly will be at the discretion of LUXCARTA and may involve a program correction, the provision of a workaround, or any other means that prevent the recurrence of the specific anomaly.

Article 8: INTELLECTUAL PROPERTY

The Client acknowledges that all rights, titles, and interests relating to the Platform and the Data, including the associated intellectual property rights (such as copyrights, patent rights, trademarks, database producers' rights, and any other existing or future intellectual property rights, French and international) are the exclusive property of LUXCARTA or third parties who have authorized LUXCARTA to exploit them. The GTC do not confer on the Client and/or the User any right or interest in the Platform, but only a limited right to access and use the Platform under the terms hereof.

Throughout the duration of the GTC, LUXCARTA grants the Client, for the whole world, a non-exclusive, non-assignable, non-transferable license, with the right of sub-license to Users only, to access and use the Platform, for its own needs and for the sole purposes of its interprofessional activity. 

The Client undertakes not to use the Platform other than within the limits authorized by the GTC. The Client further undertakes not to perform one or more of the following acts, nor to allow or authorize a third party to perform one or more of the following acts : 

  • Not to use the Platform to carry out activities that may compromise or degrade the use of the Platform, be in breach of applicable laws, public order, the rights of third parties, or any applicable regulations.
  • Not to reproduce permanently or temporarily the Platform, in whole or in part, by any means and in any form whatsoever.
  • Not to reverse engineer, decompile or disassemble the Platform and/or its elements and in particular the software solutions composing it.
  • Not to modify, alter, adapt, delete, or make any change of any kind to the presentation and content of the Platform, software solutions, brand, trade name, logos, etc. affixed to and/or associated with the Platform.
  • Not to delete or alter software solutions as they may appear on the presentations or in the content of the Platform.
  • Not to sell, assign, distribute, rent, lend, or commercialize the Platform in any way, including, but not limited to, using the Platform to operate an IT services activity or the provision of application services or other commercial activities. In particular, the Client is expressly prohibited from giving access to the Platform or making it available to third parties, without prior and express authorization from LUXCARTA.
  • Not to publish, without the prior written consent of the other Party, any performance test or analysis or evaluation relating to the Platform.

The Client shall ensure that the Users comply with these GTC.

Article 9: CONFIDENTIALITY

Each of the Parties undertakes, throughout the duration of the performance of the Services and for the period provided for by the rules applicable to professional secrecy, to implement the appropriate means to keep strictly confidential all information, data, documents of any kind transmitted by a Party to the other Party or brought to the attention of a Party by the other Party in writing or orally or by any other means during the execution of the GTC (the "Confidential Information"). 

Each Party undertakes not to (i) disclose to any third party, without the prior written consent of the other Party, the nature or content of the Confidential Information received from such other Party, directly or indirectly; (ii) use such Confidential Information only for the purpose of enforcing the GTC; (iii) not to copy or reproduce in whole or in part the Confidential Information for purposes other than the performance of the GTC ; (iv) not to use the Confidential Information for its own benefit or for the benefit of a third party, in particular by exploiting, appropriating all or part of such Confidential Information or taking advantage of such Confidential Information to gain an undue advantage, in particular in the context of a competing activity.

This confidentiality commitment shall not, however, apply to information that (i) entered the public domain prior to its disclosure and/or communication or that will fall into the public domain after its communication and/or disclosure without any failure of the Party that received it; (ii) has been lawfully received from a third party without breach of the GTC; (iii) were lawfully in the possession of the Party that received them prior to their disclosure; (iv) that would be required to be disclosed by applicable law or regulation. The Parties will be bound by this obligation for as long as the data concerned has not become public, unless the Party concerned has given the particular, prior and written consent to a waiver of confidentiality.

Where applicable, each of the Parties shall ensure that its personnel comply with the confidentiality obligations detailed in this article and shall assume all liability in the event of failure of its personnel to comply with these obligations.

This section shall survive the termination or expiration of the GTC for any reason.

Article 10: PROTECTION OF PERSONAL DATA

As soon as they process personal data in the context of the execution of the GTC, the Parties undertake to always comply with any regulations applicable to the protection of personal data and in particular Regulation (EU) No. 2016/679 of the European Parliament and of the Council of 27 April 2016 known as the "GDPR" and French Law No. 78-17 of 6 January 1978 as amended, known as the "Loi informatique et libertés".  

The Parties undertake to put in place and maintain appropriate security and confidentiality measures to guarantee adequate protection of the personal data processed, appropriate to the risks caused by their processing on the rights and freedoms of the persons concerned. The Parties also undertake to inform the persons concerned of the processing carried out and to respect the rights they have over their personal data.

Article 11: WARRANTIES – DISCLAIMER OF WARRANTIES 

LUXCARTA does not grant any other express or implicit guarantee, including, but not limited to, the non-infringement of the rights of a third party, the continuity, performance and/or durability of the Platform and/or the suitability for a particular purpose or the suitability of the Platform for the Client's needs,  nor does it warrant that it will be free of anomalies, errors or bugs or that it will operate without failure or interruption. It is reminded that the Platform is provided "as is" according to its availability. 

Access to the Platform implies knowledge and acceptance of the characteristics and limitations of the Internet, in particular with regard to technical performance, response times for consulting, querying or transferring information, the risks of interruption, and more generally, the risks inherent in any connection and transmission on the Internet, the lack of protection of certain data against possible misappropriation and the risks of contamination by possible viruses circulating on the network. LUXCARTA does not guarantee that the Platform or its servers will always be free of viruses, worms, Trojan horses, or any other component likely to cause damage. It is the Client's responsibility to take all appropriate measures to protect its information system and, in particular, the hardware, data and/or software stored on the computer equipment made available to Users against any attack.

Article 12: LIMITATION OF LIABILITY

Under no circumstances shall LUXCARTA be held liable for access to and use of the Platform, for any reason whatsoever. Access to and use of the Platform by the User is the sole responsibility of the Client. The Client is solely responsible for the proper use of the Platform and the Data by the Users.

No advice or information, whether oral or written, obtained by the Client and/or a User during the use of the Platform is likely to create guarantees not expressly provided for in the GTC nor to entail the liability of LUXCARTA in the event of damage, of any nature whatsoever, caused to the Client,  a User or third parties due to the misuse of the Platform, in violation of the provisions of this article and more generally the non-compliance with the GTC.

The Client is responsible for any damage to its computer system, the Platform and/or its content as well as for the loss of data that may result from its use of the Platform. As such, the Client is responsible for implementing appropriate security measures for its IT system. 

To the fullest extent permitted by applicable law, LUXCARTA expressly excludes its liability for any damage, direct or indirect, resulting from or in connection with the provision of the Platform, its access, use, malfunction, or unavailability regardless of its nature and duration.

It is reminded that LUXCARTA' sole mission is to make the Platform available under the conditions hereof. 

The Client acknowledges that LUXCARTA remains free to correct and/or modify the Platform at any time and without prior notice, without such correction and/or modification giving rise to any right of recourse on its part.

Article 13: TERM AND TERMINATION

13.1 Term of the GTC

The GTC come into effect from the Account creation date until the Account closure.

13.2 Termination 

The GTC may be terminated, by operation of law with immediate effect and without prejudice to any action for damages, by a Party, in the event of breach or non-performance by the other Party of one or more of its obligations hereunder, in the event that the defaulting Party has not remedied its breach within ten (10) working days from the notification, by written notice, of its failure by the other Party.

13.3 Consequences of the termination of the GTC

The term or termination of the GTC, for any reason whatsoever, will entail the immediate inactivation of the Users' accounts and their access to the Platform. 

Article 14: FORCE MAJEURE 

The Parties shall not be held liable for any delays or breaches of their contractual obligations attributable to an event of force majeure as defined by applicable law.  

In the event of the occurrence of a force majeure event, the affected Party shall immediately inform the other Party and the Parties shall take all reasonable measures to limit the consequences of such an event. In the event of the occurrence of a force majeure event resulting in the temporary impossibility for one of the Parties to perform its obligations, the non-performance of its obligations by the affected Party will be tolerated for the duration of the force majeure event and at most for the continuous period of thirty (30) calendar days. Beyond that, the Parties may terminate the GTC by registered letter with acknowledgment of receipt without any further formality.

Article 15: MISCELLANEOUS

15.1 Waiver

The fact that any of the Parties fails to enforce at a given time or for a given period one of the provisions of the GTC does not constitute a waiver of the rights arising from these provisions.

15.2 Entire agreement

The GTC constitute the entire and complete agreement between the Parties and supersede all prior written or oral proposals, communications or agreements relating to the subject matter of the GTC.

15.3 Severability

If one or more provisions of the GTC are held to be invalid or declared as such pursuant to a law, a regulation or following a decision of a competent court that has become final, the other provisions of the GTC shall nevertheless retain their full force and scope. 

The Parties agree to negotiate in good faith the modification or replacement of the invalid provision. To this end, the Parties will work together to replace the invalidated provision with a new clause respecting the spirit of the provision and the GTC.

15.4 Modification

The GTC may only be modified by a written amendment signed by the Parties.

15.5 Independence of the Parties

The Parties expressly declare that they are and remain for the duration of the GTC of independent professionals. Each Party is responsible for its own organization and activity, as well as for the material and financial resources necessary for the execution of the GTC. Each of the Parties shall be personally liable for taxes, levies, duties, social security contributions, etc. arising from its activity as provided for in the GTC.  The GTC do not constitute a commercial agency relationship, a subsidiary or joint venture, a relationship of subordination and/or an employment contract.

15.6 Notifications

All requests, notifications and other communications between the Parties shall be made in writing and sent by e-mail or registered letter with acknowledgement of receipt or equivalent, to the addresses of the Parties.

Article 16: APPLICABLE LAW AND JURISDICTION

The GTC shall be governed by and construed in accordance with French law.

Any dispute between the Parties relating to the existence, formation, validity, execution, interpretation and/or term of the GTC shall be the subject of an attempt to resolve amicably between the Parties. In the absence of an agreement between the Parties, the dispute will be subject to the exclusive jurisdiction of the courts of Grasse – FRANCE.