.svg)
Last updated on 18 July 2022
Between
The company SKELLO, SAS registered in the Créteil Trade and Companies Register under number 820 275 956, whose registered office is located at 112 Avenue de Paris, 94306 Vincennes Cedex or one of its subsidiaries (hereinafter: "Skello").
And
The Customer.
Skello and the Customer are individually referred to as the "Party" and jointly as the "Parties".
The general terms and conditions (hereinafter: the "General Terms and Conditions") express the entire agreement between the Parties. They cancel and replace any previous agreement, letter, offer or other written or oral document having the same purpose. They are accessible and printable at any time via a link at the bottom of the website page www.skello.io (hereinafter: the "Website").
Customer: means the contracting party of Skello.
Contract: refers to all the contractual documents binding the Parties, consisting of the quotation, these General Terms and Conditions, any special conditions and any other document explicitly accepted by the Parties. In the event of contradiction, these documents shall prevail over the General Terms and Conditions.
Quotation: means the written document by which the Customer places an order for services. The Quotation is subject to these General Terms and Conditions.
Personal Data: as defined in the GDPR, means any information relating to an identified or identifiable natural person (hereinafter: "Data Subject"); an "identifiable natural person" is one who can be identified, directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, location data, an on-line identifier, or to one or more factors specific to his or her physical, physiological, genetic, mental, economic, cultural or social identity;
Controller: as defined in the GDPR, means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the Processing.
SaaS: refers to the service hosted on Skello's servers allowing remote use via the internet.
Services: means the services provided to the Customer under the Contract.
Sub-processor: as defined in the GDPR, means the natural or legal person, public authority, department, or other body that processes Personal Data on behalf of the Controller.
Processing: as defined in the GDPR, means any operation or set of operations which is performed upon Personal Data or sets of Personal Data, whether or not by automatic means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
The purpose of these General Terms and Conditions is to define the conditions under which Skello provides the Customer with SaaS HR Management Services as defined herein via the Website and to define the rights and obligations of the Parties in this context.
Skello and the Customer shall mutually agree on the scope of the Services to be provided and the price thereof, depending on the needs expressed by the Customer, including the number of establishments concerned (hereinafter: the "Establishments"). For this purpose, the Customer shall provide Skello with all information relevant for the implementation of the Services. Skello shall provide the Customer, by any useful written means, with a Quotation specifying the scope of the Services, their price and payment terms, the number of Establishments as well as the characteristics of the subscription taken out. The Customer validates his subscription to the Services by returning the signed Quotation to Skello by any useful written means.
Acceptance of the Quotation by the Customer, under the conditions set out above, entails acceptance of these General Terms and Conditions. This acceptance can only be full and complete. Any stipulation to the contrary which is not evidenced by a writing accepted by Skello shall be deemed to be unwritten. The Customer who does not agree to be bound by these Terms and Conditions shall not use the Services.
The choice of the commitment period, corresponding to the duration of the subscription, is specified in the Quote. Any commitment period started is due in its entirety, whatever the option chosen.
The Customer may subscribe to the Services by means of a monthly subscription, starting on the date indicated in the Quotation. This subscription is then renewed tacitly every month, according to the billing period, unless terminated by one of the Parties, using the termination form or by any useful written means, no later than five (5) days before the end of the subscription period, as specified on the invoice.
The Customer also has the possibility to subscribe to the Services for an initial period of one year. This period is tacitly renewable for periods of the same duration, unless terminated by one of the Parties, using the termination form or by any useful written means, at the latest one month before the end of the current subscription period, as specified on the invoice.
The Customer will be able to terminate his subscription in two ways:
- By using the cancellation form, which can be accessed via the Website on request from technical support. The date of the Customer's request will be taken as the reference date for checking compliance with the notice period. This form will enable us to understand the reason for the Customer's termination.
- By any useful written means. The date of receipt of the Customer's request by Skello shall be decisive for the control of the compliance with the notice period.
The use of the Services requires that an account in the name of the Customer (hereinafter: the "Customer Account") be opened on the Website. The Customer Account can be opened in two ways, at the Customer's discretion:
1. Skello provides the Customer with a link to the Website, by means of which the Customer opens the Customer Account by filling in the form provided. The customer must provide all information marked as mandatory. Incomplete registrations will not be validated.
2. Skello may also open the Customer Account and then provide the Customer with the link to the Customer Account and his login and password. The choice of how to open the Customer Account is specified in the Quotation.
When the Customer Account is opened, it is up to the Customer to open sub-accounts for its Institutions (hereinafter: the "Institution Accounts"), attached to the Customer Account.
It is also the responsibility of the User to select, for each of these Establishments, the users who will have access to the Services (hereinafter: the "Users") and to allocate them personal connection identifiers.
Users are divided into three categories:
➔ an administrator in charge of the administration of the Customer Account and the Establishment Accounts (hereinafter: "the Administrator"),
➔ those responsible for creating, updating, and managing Schedules, as defined in Article 5.1, (hereinafter: the "Managers"),
➔ users who have access to the Schedules, without being able to modify them (hereinafter: the "Employees").
The Customer is solely responsible for the registration of Users on the corresponding Establishment Accounts, for their assignment to one of the categories referred to above, and for the accuracy and veracity of the information to be filled in by Users.
When their registration is validated, Users access their personal space which allows them to manage their use of the Services, according to their status.
Access to the Services is provided without prior installation on the Users' computers.
Technical documentation relating to the use of the Service is made available to Users on the Customer Account.
The Services are reserved exclusively for Users selected in advance by the Customer and registered by him.
The Customer undertakes to ensure that Users do not allow any third party to use the Services in their place or on their behalf unless they bear full responsibility. He is solely responsible for maintaining the confidentiality of the Users' connection identifiers.
The Customer will take all measures it deems necessary in the event of the use of Users' accounts without their knowledge by a third party.
The Customer shall furthermore contact Skello immediately, if he finds out that the Customer Account or one or more of the Establishment Accounts have been used without his knowledge. He acknowledges Skello's right to take all appropriate measures in such a case.
The following Services are provided by Skello to the Customer in a form and with the functionality and technical means that Skello deems most appropriate. Skello grants the Customer a right to use the Services, as defined below, in SaaS mode. The Customer is strictly prohibited from sub-licensing to third parties.
Skello provides the Customer with a solution (hereinafter: the "Solution"), intended to facilitate the preparation, organisation and monitoring of intervention plans of members of a team or several teams of Users (hereinafter: the "Schedules").
The solution allows Managers to create weekly schedules for each team of employees.
Employees can access and consult these schedules and enter their personal information, i.e., their surnames, first names, contact details, positions held, and any other information required by the Customer to manage their tasks and remuneration.
The Managers can also update the Schedules, according to the needs of each Website. In this respect, the Administrator or the Managers can provide the Employees with all relevant information through their personal space.
Managers can create and monitor, from the Schedules, human resource management indicators relating to the work of Employee teams, including indices for calculating Employee productivity, ratios of staff used for each team and a statement of overtime worked.
The information generated on the Schedules allows the Customer to calculate the remuneration due to the Employees, considering the regulations and collective agreements applicable to its field.
Data relating to the remuneration of Employees may be integrated into the Customer's accounting and/or payroll software(s), for the purpose of editing the Employees' payslips.
A system for automating the control of Employee attendance times, in the form of badging, is integrated into the Solution (hereinafter: the "Badging").
Employees can access the Badge directly through their personal space on the Solution to select their entry and exit times.
The entry of these times allows the calculation of the actual time of presence of the Employees and its recording on the Badge. The Administrator and Managers can access this information for the purpose of monitoring and managing the employees' working time.
The Customer can communicate with Skello via an internal messaging system, which is available on the Solution.
Skello reserves the right to offer any other Service it deems useful, in a form and according to the functionalities and technical means it deems most appropriate to render said Services.
The provision of the Services may be accompanied by technical integrations ("Integrations"). If the Customer wishes to benefit from an Integration, the pricing will be specified in the Quotation and the Customer will be accompanied by a technical consultant ("Consultant").
The implementation of an Integration is subject to certain conditions. A more complete description of the Integrations can be provided by the Referrer to the Customer, upon request.
The customer is solely responsible for the correctness and completeness of the data provided to Skello. Skello shall not be liable for incomplete, incorrect, or missing data.
Furthermore, the Customer remains solely responsible for the payroll software it uses. Skello shall not be held liable for any malfunction of third-party software affecting the Integration.
Several workshops will be set up between the Customer and the Referrer. The objective of these Workshops will be to determine the Customer's needs and to guide the development of the Integrations. On average, four (4) Workshops are necessary to establish and finalise a specification. The Customer and the Referrer may adjust the number of Workshops by mutual agreement. The signature of the specifications by the Customer shall constitute acceptance of the entire document.
The development of an Integration shall take place over a period of (6) weeks. The Customer shall then have two (2) weeks from the receipt of the Integration to give written feedback to Skello. The customer may be accompanied by his contact person to identify the nature of the non-conforming element and its origin. The feedback shall be sent to the Referrer and shall be as exhaustive as possible.
Skello shall remedy the identified non-conforming elements related to the Integration. The implementation of these remedies shall be subject to a review within two (2) weeks of the Customer's feedback and a deadline for resolution shall be communicated to the Customer at the end of this review.
Skello undertakes to provide, during the term of the Agreement, corrective maintenance of the Solution. The corrective maintenance includes the diagnosis and correction of any reproducible bugs or malfunctions that impair or prevent the use of the Solution (hereinafter: "Defects").
Anomalies fall into three categories:
➔ "Critical Anomaly": Anomaly that makes it impossible to use the entire Solution.
➔ "Major Anomaly": Anomaly diminishing the use of the Solution by preventing the use of certain essential functionalities.
➔ "Minor Anomaly": any Anomaly making it impossible for the Customer to use one or more non-essential functionalities of the Solution.
The Customer undertakes to notify Skello of any defect, which is not attributable to misuse of the Solution, either via the message system referred to in Article 7.3 or by e-mail to hello@skello.io. The Customer also undertakes to describe as precisely as possible the problem(s) encountered and the circumstances in which it (they) occurred.
Skello will diagnose the Anomaly, based solely on the information provided by the Customer in the incident report, within a maximum of forty-eight (48) working hours from the receipt of the maintenance request. It will verify in particular whether the Anomaly reported originates from the Solution.
If Skello finds that the Defect is not caused by the Solution or the Services, it shall inform the Customer without delay. If not, Skello shall take the necessary steps to correct the Defect within the following timeframe:
➔ Critical anomaly: within twenty-four (24) hours
working days following the date of the diagnosis.
➔ Major anomaly: within two (2) days from the date of diagnosis.
➔ Minor anomaly: within seven (7) days of the date of diagnosis.
These deadlines are within Skello's operating hours, i.e., between 8 a.m. and 6 p.m. on working days. A working day shall mean an uninterrupted period of ten (10) hours from Monday to Friday between 8.00 a.m. and 6.00 p.m., Paris time, France. Any period that began during this time slot shall expire at the same time on the last business day of the time period.
Skello provides the Customer with evolutionary maintenance services for the Solution. The evolutionary maintenance includes the provision of any new update, designating the compilation of Anomaly corrections and improvements to the Solution related to its usability, speed of execution or efficiency.
Skello determines the number of updates it issues during the term of the Agreement. Skello may decide not to provide any updates during the term of the Agreement. The updates may be performed automatically and without prior notice, which the Customer expressly acknowledges and agrees. Skello will inform the Customer via the message system referred to in clause 7.3 of any installation of an update.
The Customer expressly acknowledges and accepts that the installation of any recent version of the Solution, understood as the development of new functionalities, is not included in the Evolutionary Maintenance Service, and will have to be ordered again.
Apart from the corrective and evolutionary maintenance services, Skello offers the Customer technical support consisting of assistance and advice for any questions related to the use of the Services.
Technical support can be accessed via the messaging system referred to in Article 7.3 or by email at hello@skello.io.
Depending on the identified need, Skello will estimate the time of its response and the nature of the response and will inform the Customer accordingly.
Skello undertakes, by an obligation of means, to ensure the hosting of the Solution and the Services, as well as the data produced by the Managers and accessible on the Schedules, through a professional hosting provider carrying out its activity in accordance with the uses of the profession and the state of the art.
In this context, Skello undertakes to provide the Customer with sufficient storage and processing capacity to use the Services in accordance with the practices of the profession and the state of the art.
Skello undertakes to implement all technical means, in accordance with the state of the art, necessary to ensure the security and access to the Services, covering the protection and monitoring of the 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 the servers from malicious acts.
Skello also undertakes to take all necessary 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 unauthorised third parties.
Skello undertakes to ensure the permanence, continuity, and quality of access to the Services and operation of the Solution. In this respect, Skello will make its best efforts to maintain 24/7 access to the Services and guarantees the availability of the Services at 98%, except in case of force majeure.
In view of the complexity of the Internet, the unevenness of the capacities of the various sub-networks, the influx at certain times of Users, the various bottlenecks over which Skello has no control, Skello's responsibility shall be limited to the operation of the servers on which the Solution is hosted, the outer limits of which are constituted by the connection points.
Skello shall not be liable for (i) access speeds to such servers, (ii) external slowdowns of such servers, and (iii) poor transmissions due to failure or malfunction of such networks.
In case of necessity, Skello reserves the possibility to limit or suspend access to the Services to carry out any maintenance operation. In such a case, Skello undertakes to inform the Customer as soon as possible and at least twenty-four (24) hours in advance, by all useful means and in particular by a general informative message on the homepage of the Solution.
In case of hardware and/or software failure of its equipment, Skello undertakes to use all necessary means to restore access to the Services as soon as possible and at its own expense.
The Customer and its Users may receive various communications from Skello by email only. These communications concern in particular the Services (Skello news, information about the SaaS solution and mobile application to help optimise the use, invitations to physical or on-line events, invitations to participate in surveys to collect their opinions, etc.). It is specified that the Customer and its Users will have the possibility to unsubscribe from these communications, directly via the link in the email or by contacting Skello at privacy@skello.io.
In consideration of the provision of the Services, the Customer undertakes to pay Skello the agreed price as indicated in the Quotation. The Services are subject to invoices per subscription period, as communicated to the Customer by any useful means. The amounts due are payable in arrears. The first invoice shall be issued when the Services are made available.
In the case of a monthly commitment, payment is made by direct debit from a bank, post office or savings bank account of the Customer. The sums due are payable on presentation of direct debit notices domiciled with the paying institution designated by the Customer.
In the case of an annual commitment, the Customer will have the option of paying the amounts due by bank transfer.
The Customer is informed and expressly accepts that any delay in payment of all or part of an amount due on its due date will automatically and without prior notice of default:
1. the forfeiture of all sums owed by the Customer and their immediate payment.
2. the immediate suspension of the Services in progress until full payment of all the sums owed by the Customer.
3. the invoicing to Skello of late interest at three (3) times the legal interest rate, based on the amount of the entirety of the sums owed by the Customer, as well as a fixed indemnity of €40 (forty euros) for collection costs.
Without prejudice to the other obligations set out herein, the Customer undertakes to comply with the following obligations.
The Customer is solely responsible for the use of the Services and more particularly for the use of the Services by the Users themselves but also for their compliance with these General Terms and Conditions. In this respect, the Customer is responsible for the Users and for its relations with them, in particular any disputes or litigation directly caused or originating from the use of the Services.
Skello is not liable for any of the above.
Furthermore, the Customer is formally prohibited, on its own behalf and on behalf of the Users, from using the Services outside the Establishments and from assigning, conceding or transferring all or part of its rights or obligations hereunder to a third party, including if this third party has a direct or indirect link with the Customer or one of the Users, in any way whatsoever.
The Customer expressly declares that he is aware of the features, functionalities, and constraints, in particular the technical ones, of all the Services. The Customer also declares to be aware of the technical configuration necessary for the use of the Services by the Users and to have received from Skello all the advice, instructions, and details necessary to enter into the Agreement in full knowledge of the facts.
The Customer therefore declares to have sufficient knowledge of the Services and to have, prior to the present, sufficiently exchanged with Skello to ensure that the Services correspond to its expectations, needs and constraints.
The Customer is informed and accepts that the implementation of the Services requires the Users to be connected to the Internet and that the quality of the Services depends directly on this connection, for which the Customer is solely responsible.
The Customer acknowledges that the Services offer an additional, non-alternative solution for personnel and payroll management and that this solution is not a substitute for other means that may be available to the Customer to achieve the same objective.
The Customer is solely responsible for compliance with the laws and regulations in force applicable to its activity.
He is also solely responsible for the proper completion of all administrative, fiscal and/or social formalities and for all payments of contributions, taxes, or duties of any kind, which are incumbent on him in relation to his use of the Services.
In particular, he is solely responsible for compliance with the provisions of the collective agreements applicable to his sector and for his obligations to declare and pay contributions to URSSAF or any other body responsible for collecting social security contributions.
Skello is not liable for any of the above.
The Customer agrees to provide Skello with all documents, materials, data, and information necessary for the proper performance of the Services. More generally, the Customer shall actively co-operate with Skello for the proper performance of the Services and inform Skello of any difficulties in connection with such performance.
The Customer indemnifies Skello against any and all claims, demands, actions and/or demands which Skello may suffer as a result of the breach by the Customer or the Users of any of its obligations or warranties hereunder.
He undertakes to compensate Skello for any damage he may suffer and to pay all costs, charges and/or judgements it may have to bear as a result.
Provision of Services
Skello undertakes to provide the Services diligently and in accordance with the rules of the trade, it being specified that it has an obligation of means, to the exclusion of any obligation of result, which the Customer expressly acknowledges and accepts. Skello's intervention is limited to the sole provision of the Services as described in these General Terms and Conditions, to the exclusion of all others.
The Customer acknowledges and agrees that the Services are provided to the Customer personally and that Skello has no relationship with the Users or any other third party and does not provide any services to them. The Customer agrees to hold Skello harmless in any dispute or litigation between the said persons and to deal with the same personally.
The Customer expressly acknowledges and agrees that Skello
is not involved in the organisation of the planning of the teams within the Establishments concerned, nor in the implementation of the payment of their salaries.
In this respect, the use of the Services is the sole responsibility of the Customer, who undertakes to hold Skello harmless in any disputes or litigation that may arise in these areas and to deal personally with their resolution.
Skello has no knowledge of the information and messages sent by Managers to Employees via the Solution, which it does not moderate, select, check or control in any way and in respect of which it acts only as a hosting provider. The Customer is obliged to inform Skello without delay of any complaints received directly by Skello in this respect. Skello shall be the sole judge of the actions to be taken in this case, in its capacity of hosting provider.
Furthermore, Skello shall not be liable for any temporary difficulties or impossibility to access the Services due to circumstances beyond its control, force majeure, or disruptions of the telecommunication networks.
Security of Services
Skello undertakes to make its best efforts to ensure the security of the Solution and of the Establishment Accounts. It guarantees the exclusivity of Users' access to the corresponding Establishment Accounts and refrains from communicating the content to any third party.
Skello undertakes to implement and maintain state of the art security measures. In the event of malicious entry into the storage space reserved for the Customer, Skello shall not be liable provided that it can demonstrate that the security measures in place were sufficient and non-defective at the time of entry.
In addition, Skello shall not be liable for any lack of vigilance on the part of Users in maintaining the confidentiality of their login and password.
Skello does not warrant to the Customer that the Services, which are subject to constant research to improve performance and progress in particular, will be completely free of errors, defects, or flaws. In any case, Skello reserves the right to temporarily interrupt access to the Services for maintenance purposes.
Skello undertakes to use the information, documents, data and more generally all the elements that may be transmitted to it in the context of the present agreement only for the purpose of executing the present agreement. Skello shall not distribute or share these materials with any third party unless expressly requested or agreed by the Customer.
Skello will not use this data for commercial canvassing or solicitation.
Insurance
Skello certifies that it holds an insurance policy guaranteeing its professional liability. It undertakes to keep this insurance policy in force for the duration of the Contract.
13.2. Responsibility of Skello
Skello's possible liability due to the provision of the Services is expressly limited to direct damages proven by the Customer and resulting exclusively and directly from a culpable breach by Skello of its contractual obligations.
In no event shall Skello be liable for any consequential damages such as loss or corruption of files or data other than those stored on the Server, loss of profits and goodwill, loss of revenue, loss of use and/or other unforeseeable consequential damages, even if Skello has been advised of the possibility of such damages.
Skello shall never be entitled to limit its liability for personal injury, or any damage caused by fraud or gross negligence as defined by case law.
Apart from the cases stipulated in the previous paragraph, Skello's liability under the Agreement per year and per damage is limited to the amounts invoiced by Skello to the Customer during the six (6) months preceding the occurrence of the damage.
Skello's liability can only be incurred if the Customer has made a claim by registered letter with acknowledgement of receipt within one (1) month of the said occurrence.
The Customer acknowledges Skello's intellectual property rights in any documentation provided by Skello, in the Skello brand and in the Services in general.
For the duration of the Agreement Skello grants the Customer a personal, non-exclusive, and non-transferable right of remote use of the Services.
This Agreement does not grant the Customer any intellectual property rights on the Services, as well as on the systems, software, structures, infrastructures, databases, and contents of any kind (texts, images, visuals, music, logos, trademarks, database, etc. ...) composing it and operated by Skello. The Customer only has a licence to use these elements under the conditions defined herein.
Consequently, any disassembly, decompilation, decryption, extraction, reuse, copying and more generally any act of reproduction, representation, distribution, and use of any of these elements, in whole or in part, without the authorisation of Skello is prohibited and may be subject to legal proceedings.
All data and files saved by the Customer in the spaces made available on the Services remain the full property of the Customer.
The Customer shall indemnify and hold Skello harmless against any claims by third parties in respect of such data and files and hereby releases Skello from any verification in this respect.
Skello indemnifies the Customer against any action or claim on the grounds of infringement, unfair competition and/or parasitic acts to restrict or prohibit the use of the Services and related documentation.
Skello shall bear all costs and expenses incurred by the Customer in connection with such action. The Customer shall cooperate with Skello for the duration of the action and Skello shall remain in control of the proceedings for the duration of the action. However, in case the Customer and/or its Users are accused in a criminal action, the Customer shall retain control of its defence.
In the event that the prohibition of use of all or part of the Services is imposed as a result of any action, in particular an action for infringement, or as a result of a settlement with the plaintiff in such action, Skello shall, at its option after discussion with the Customer and at its own expense:
➔ or to obtain the right for the Customer to continue to use the Services concerned.
➔ or to replace them in such a way as to avoid any risk of infringement, unfair competition and/or parasitic acts while ensuring that the Customer has at least the same specifications in terms of functionality and performance.
➔ or to refund to the Customer the amount of the sums paid to the Provider for the Services.
In the context of the execution of the Solution, Skello has access to personal data (hereinafter referred to as "Personal Data") and/or processes them as a Subcontractor on behalf of the Customer, acting as the Controller.
The Parties undertake to comply with their legal and regulatory obligations relating to the protection of Personal Data, in particular Law n°78-17 of 6 January 1978 (hereinafter "French Data Protection Act") as well as Regulation (EU) 2016/679 on data protection (hereinafter "GDPR").
Skello, as a subcontractor, is authorised to process on behalf of the Customer the Personal Data necessary to provide the following service(s): the purposes of processing, the types of Personal Data and the categories of data subjects defined in Appendix 1 of these Terms.
Skello undertakes to process the Personal Data in accordance with the Agreement and, if applicable, any documented instructions from the Customer, without making any use of it for its own purposes, and to process it fairly and lawfully in accordance with the principles set out in Articles 5 and 6 of the GDPR and to keep it confidential.
Technical and organisational measures put in place
Skello undertakes to take all technical and organisational measures to ensure the security and confidentiality of the PDs in order to prevent their accidental, unauthorised, or unlawful destruction, deterioration, modification, loss, disclosure or access and any form of unlawful processing.
The security measures taken by Skello will comply with the applicable regulations and will be proportionate to the risks represented by the processing and the nature of the PDS to be processed, taking into consideration the state of the art in security measures to protect such data and the costs of implementing such measures.
Skello ensures that any natural person acting under its authority who has access to Personal Data only processes it to the extent strictly necessary for the performance of its duties. In this respect, Skello ensures that its employees, agents, or any other person authorised to access and process Personal Data on its behalf are committed to confidentiality or are subject to an appropriate legal obligation of confidentiality.
Skello undertakes to keep the Personal Data confidential and agrees not to disclose it to third parties without the prior written consent of the Customer.
Duration of retention of Personal Data
The Personal Data subject to Processing shall only be processed for the duration of the Contract.
Skello undertakes to cease, at the end of the relationship with the Customer and for whatever reason, any further processing not necessary for the proper performance of its duties and, at the option of the Customer, to delete or return to the Customer all Personal Data as soon as possible. However, Skello has legal, regulatory, and contractual obligations to keep records for sometimes longer periods. Such Personal Data shall continue to be subject to the terms hereof.
Rights of the persons concerned
Skello undertakes to assist the customer in responding to any request for the exercise of rights by data subjects and/or any request for information from supervisory authorities, administrations or courts entitled to make such a request.
In particular, Skello shall, within ten (10) working days of the Customer's request, provide the Customer with all information and perform all actions enabling the Customer to comply with a request to exercise the rights of a data subject of the Processing under Articles 12 to 23 of the GDPR.
Skello undertakes to inform the Customer as soon as possible of any request made directly to it and more generally of any event affecting the Processing of Personal Data and to expressly inform the Customer before granting any request from a data subject or from an administration / authority entitled to make such a request, unless a duly justifiable legal exception prohibits such information to the Customer.
Skello shall not be liable for any failure by the customer to process a request from a data subject.
Sub-Processing
The Customer authorises Skello to engage further Sub-Processors in the provision of the services. The list of Sub-Processors is provided in the Appendix to this Agreement.
If Skello engages a new Sub-Processor, it shall promptly notify the Customer in writing and the Customer may raise reasonable objections within ten (10) days thereafter. In the absence of any written objection after this period the Customer shall be deemed to have approved the Sub-Processor.
Skello undertakes to contractually impose the same data protection obligations on its Sub-Processors as those contained in this Agreement, in particular to provide sufficient guarantees for the implementation of appropriate technical and organisational measures.
Skello shall remain fully liable to the Customer if its Sub-Processors fail to fulfil their obligations regarding the protection of Personal Data.
Notification of Personal Data Breach
In case of any incident or breach of Personal Data, Skello shall inform the Customer in writing as soon as possible and if possible, within forty-eight (48) working hours after becoming aware of it. Skello undertakes to take all appropriate corrective measures and to co-operate with the Customer in order to provide him with the information required by Articles 33 and 34 of the GDPR.
Assistance of the Data Controller
Skello will cooperate with the Customer in case of a request for information or control of the processing by any body such as the CNIL.
Skello declares to keep a written record of all categories of processing activities carried out on behalf of the Customer in its capacity as Sub-Processor.
Skello undertakes to provide the Customer with the necessary documentation to demonstrate compliance with its obligations regarding the protection of personal data under this Agreement.
If, in its reasonable judgment, Skello or a processor considers that the processing of personal data may violate a law, rule or regulation or if Skello or a processor is compelled to comply with a legal request for personal data, Skello shall promptly inform the Customer of such potential violation or request. As the case may be, Skello may suspend or modify the processing in light of the applicable law, rule, or regulation and/or comply with such legal request, in each case without fault or liability in this regard, notwithstanding the Customer's instructions or these Terms.
Skello undertakes to correct, delete, lock, and update any Personal Data as soon as it is instructed to do so by the Customer.
Skello undertakes to provide all reasonable assistance to the Customer in connection with any impact assessments relating to the protection of Personal Data or in connection with proceedings conducted by a supervisory authority in accordance with Articles 35 and 36 of the GDPR.
Location and transfer of Personal Data
In principle, Skello does not transfer the Personal Data it processes outside the European Economic Area.
However, in order to provide the Services, Skello uses certain service providers located in the United States. The United States has less stringent legal standards for the protection of personal data than those applicable in France.
To ensure a level of protection for personal data equivalent to that enjoyed in France, Skello has put in place the following measures:
➔ Skello's transfers to providers located in the United States are contractually framed by the Standard Contractual Clauses ("SCC") published by the European Commission on 4 June 2021.
➔ Skello implements additional technical measures to ensure the confidentiality of Personal Data transferred to the United States such as pseudonymisation of Personal Data.
Skello declares that all IT resources used for data processing are located within the European Union. Skello will not transfer these data processing facilities outside the European Union.
Audit
Skello undertakes to respond to the Customer's requests for an audit of Skello's obligations under article 10 of these Conditions about the protection of personal data. This audit shall be carried out at the expense of the customer and not more than once a year. The Customer shall give Skello thirty (30) days prior notice of the audit and the identity of the auditing company as well as the audit plan.
Appointment of a DPO
Skello declares that it has a Data Protection Officer ("DPO") in charge of matters relating to the Processing carried out on behalf of the Customer under the Agreement. The DPO shall ensure that the Processing complies with the Data Protection Act and the GDPR. The DPO can be contacted at the following address: privacy@skello.io.
During the execution of the contractual relationship the Customer shall process personal data of Skello's employees. These personal data are surname, first name, business mobile phone number, business postal address and business email. The Customer undertakes to process the personal data of Skello's employees in accordance with the French Data Protection Act (Loi Informatique et Liberté n°78-17) as amended and the European regulations applicable to the protection of personal data.
The Customer alone and autonomously chooses the categories of Data Subjects for the Processing that it implements. In this respect, the Customer undertakes to obtain the consent of the Data Subjects if this proves necessary, and to be able to provide proof thereof.
The Customer, in its capacity as Data Controller, shall ensure that the information provided for in Articles 13 and 14 of the GDPR and in Article 32 of the French Data Protection Act has been communicated to the persons concerned, in accordance with the required procedures.
The Customer also undertakes to:
➔ provide Skello with the Personal Data necessary to perform the Services.
➔ document in writing any instructions regarding the processing of Personal Data by Skello.
➔ supervise the processing, including carrying out audits and inspections at Skello.
Each of the Parties undertakes to keep strictly confidential all documents and information of a legal, commercial, industrial, strategic, technical, or financial nature which will have been designated as confidential by the other Party, of which it would have become aware during the conclusion and performance of the Contract, and not to disclose them without the prior written consent of the other Party.
This obligation does not extend to documents and information:
1. of which the receiving Party was already aware.
2. already public at the time of their communication or which would become public without violation of this Agreement.
3. which have been lawfully received from a third party.
4. which may be required to be disclosed by the judicial authorities, pursuant to laws and regulations or to establish the rights of a Party under this contract.
This obligation of confidentialitý extends to all employees of the Parties as well as to their affiliates, subcontractors, and co-contractors, in particular to the Users.
It will continue to have effect for three (3) years from the end of the Contract.
The Customer is hereby informed and expressly agrees that Skello may use any service provider, supplier, or subcontractor of its choice to obtain the means necessary to perform the Services and/or entrust any service provider, supplier, or subcontractor of its choice with the performance of all or part of the Services. Skello may communicate to the relevant partner, supplier, or subcontractor all documents, elements, data, and information necessary for this purpose. Skello shall in any event remain solely responsible for the proper execution of the Services and its obligations towards the Customer.
The Customer expressly authorises Skello to quote it and to use, where appropriate, the reproduction of its trademarks or logos as commercial references, in particular at events, in its commercial documents and on its website, in any form whatsoever, for the duration of the Contract and beyond for a period of three (3) years.
Skello shall in no way be held responsible for the technical availability of websites or mobile applications operated by third parties (including its possible partners) which Users would access through the Website.
Skello assumes no responsibility for the content, advertising, products and/or services available on such third-party websites and mobile applications, which are reminded that they are governed by their own terms of use.
Skello is also not responsible for any transactions between Users and any advertiser, professional or merchant (including any of its partners) to which Users are directed through the Site and shall not be a party tò any disputes with such third parties concerning, inter alia, the delivery of products and/or services, warranties, representations, and any other obligations whatsoever of such third parties.
In the event of a breach by one of the Parties of its obligations under the Contract, which has not been remedied within a period of fifteen (15) working days from receipt by the defaulting Party of a registered letter with acknowledgement of receipt notifying the precise nature of the breach, the non-defaulting Party shall be entitled to terminate this Contract as of right and without any other judicial formality, without prejudice to any damages to which it may be entitled.
Upon request, the Customer may obtain the extraction of the entire data in a digital and readable format. The time limit for the return of the data will be indicated by Skello depending on the volume of data concerned.
At the end of the Contract, for whatever reason, provided that all amounts due to Skello have been paid, the Customer and the Users shall cease all use of the Solution and the Services without delay.
Termination of the Contract, for whatever reason, shall result in the deletion of the Customer Account and the Institution Accounts, thirty (30) days from the date of effective termination of the Contract.
It is the sole responsibility of the Customer to ensure the backup, by the Users concerned and in particular the Managers and by their own means, of all the files and data in particular those resulting from the use of the Services and accessible on the Schedules.
For the performance of this Agreement, each of the Parties shall elect domicile at its address, as it appears in the SEPA direct debit mandate or, where applicable, in the Quotation. They undertake to inform each other of any change of address by any useful written means and in particular by email. Failing this, any mail sent to the aforementioned address shall be considered as having been validly received.
The present General Terms and Conditions are governed by French law.
In the event of a dispute concerning the validity, interpretation and/or execution of these General Terms and Conditions, the parties agree that the courts of Paris shall have exclusive authority to judge, except for imperative procedural rules to the contrary.
