Yasal Koşullar

SPECIAL CONDITIONS OF SALE

SPECIAL CONDITIONS OF SALE

 

Special Conditions of Sale – KOMPASS DIRECT MARKETING

 

1.             Definitions

NPAI Address(es):      Telephone or fax numbers, incorrect electronic or postal mail addresses (that do not exist or no longer exist). In order to avoid any misunderstanding, it is specified that NPAI Addresses cover only so-called “hard” NPAIs, as opposed to so-called “soft” NPAIs (i.e. numbers and/or addresses of existing electronic mails, which are simply inaccessible following a network malfunction, a refusal by the recipient’s telecommunications operator, access provider or mail server to dispatch or deliver the call or message).

Database(s): As indicated in the General Terms and Conditions

Purchase Order(s): As indicated in the General Terms and Conditions

Client: As indicated in the General Terms and Conditions

On-line order(s): As indicated in the General Terms and Conditions

General Terms and Conditions: KOMPASS General Terms and Conditions of sale which the Client, by accepting these conditions, declares to have read and understood and acknowledges having duly accepted them.

Emailing: Operation consisting of ensuring the technical distribution of emails to companies for the purposes of prospecting.

Client File(s): Files belonging to the Client made available to KOMPASS in view of carrying out Emailing and/or Direct Mail Services on the Client’s behalf.

KOMPASS File(s): Files belonging to or commercialised by KOMPASS made available to the Client and including information, in particular of email and postal addresses, concerning companies intended for canvassing by the Client.

Commercial Message(s): Commercial messages intended for distribution by means of Direct Mail or Emailing

Advertising material(s): Element(s) of a Commercial Message such as texts, messages, still or moving images, files, trademarks, designations, slogans, logos, domain names, URL, commercial information, promotional advertisements, descriptions pf the activity, etc. – supplied by the Client to KOMPASS for the purpose of performing a Service.

Services: All Services offered by KOMPASS corresponding to (i) the provision of KOMPASS files containing information on companies for the purpose of operations for distribution of Emailing or Direct mail campaigns and/or (ii) the enhancement or analysis of Client Files and/or (iii) Email and Direct Mail technical services (dispatching, routing, etc.) (iv) the creation of Commercial Messages or advice relating to said messages in the context of Emailing or Direct Mail campaigns.

Direct mail: Operation consisting of ensuring the transmission of content to companies for the purpose of prospecting by postal or faxed mail.

Website: Website belonging to KOMPASS such as “www.kompass.com“.

Subscription: As indicated in the General Terms and Conditions

2.             PURPOSE

These Special Conditions of Sale for KOMPASS Direct Marketing (hereinafter “Special Conditions“) set out the contractual rules and principles applicable to the relationship between KOMPASS and the Client (hereinafter the “Parties“) in the context of the Services. These Special Conditions also link any intermediary acting on behalf of an advertiser for the purchase of a Service subject to article 20 of law no. 93-122 of 29 January 1993 relating to the prevention of corruption and to transparency in economic matters and government procedures, as stated in the third paragraph of article 8.

3.             Provision of KOMPASS Files

3.1            Delivery of KOMPASS Files.

3.1.1            General principles

KOMPASS proposes to the Client Services that may include the provision of KOMPASS Files containing information on companies for the purpose of prospecting.

Without prejudice to the provisions of the General Terms and Conditions providing the possibility for KOMPASS to suspend the performance of its Services in the event of non-payment or late payment of overdue bills, the KOMPASS Files are made available to the Client within the time stipulated in the Purchase Order or, failing that, within a maximum period of one (1) month from Subscription. For any urgent delivery within a time less than the contractual period, additional costs shall be required and invoiced by KOMPASS.

The KOMPASS Files shall be delivered in electronic format.

Delivery shall be made to the postal or electronic address indicated by the Client (via the Website’s purchase form in the case of an On-line order) and shown on the Purchase Order.

3.1.2            Specific case of KOMPASS Files rented for single use

Notwithstanding article 3.1.1, when the KOMPASS File is rented by the Client for a single use in the context of an Emailing or Direct Mail operation carried out directly by KOMPASS in accordance with article 5 of these conditions, the KOMPASS Files are delivered exclusively to the service provider selected by KOMPASS to provide the routing.

KOMPASS Files can also be rented by the Client for a single use in the context of an Email or Direct Mail operation carried out by a third party service provider selected by the Client. In this case, and in the absence of an expressly agreed better alternative, the KOMPASS Files shall be delivered exclusively to the third party service provider concerned (it is the Client’s responsibility to ensure that the latter will carry out, on its behalf, the necessary checks for assessing the relevance of the list of company data shown in the KOMPASS File and its match with the requirements of the operation under consideration). However, KOMPASS reserves the right at its sole discretion to refuse delivery to said service provider, especially if it considers that there is good reason to fear the possibility of a prohibited reuse of the KOMPASS Files and/or a risk for the confidentiality or security of the data. As applicable, KOMPASS may, at its sole discretion, make sending a KOMPASS File to the third party service provider selected by the Client conditional on signature by the latter of an undertaking of confidentiality and non-reuse, that may in particular include security guarantees and agreement to submit to an audit.

When it is envisaged to use a KOMPASS File in the context of an Emailing or Direct Mail operation, the Client recognises that it has a duty to clearly express its needs, to properly specify its targets as well as the criteria that it consider to be relevant for selection of the targeted companies. Once the targets or the criteria for their selection have been agreed, these choices can no longer be modified, unless there is a new agreement that could involve additional costs at the Client’s expense.

The Client shall not be entitled, in order to identify companies that correspond to said criteria, to require KOMPASS to makes searches going beyond the databases that it uses in the normal course of events. In addition, the Client shall understand that over-restrictive targeting may make it impossible to identify a sufficient number of companies for reaching the agreed quantities, and that, in this case, no reproach shall be made to KOMPASS.

3.2            Restrictions on use of KOMPASS Files

As a general rule, KOMPASS are strictly reserved for the Client’s personal use. It shall refrain from any use of KOMPASS Files beyond the operation and/or period strictly envisaged and specified in the Purchase Order. It shall also refrain from any communication in whole or in part of KOMPASS Files to third parties, unless KOMPASS gives its prior agreement for transmission to a third party service provider who must provide all guarantees of confidentiality. The Client shall always stand surety for the prevention of any prohibited reuse and for compliance with strict confidentiality with regard to KOMPASS Files on behalf of third party service providers who may have access to them.

For Emailing operations carried out by a third party service provider selected by the Client, the latter undertakes to insert into emails addressed to prospected companies shown in a KOMPASS File (i) an unsubscribe link supplied by KOMPASS, enabling recipients to indicate that they no longer wish to receive commercial emails from KOMPASS and/or its partners and (ii) the necessary notices concerning the message’s compliance with regard to the French Data Protection Act of 6 January 1978. To this end, the Client shall ensure that its service provider will send a ready-for-press proof to KOMPASS of the draft email envisaged, making it possible to check the technical characteristics, and shall refrain from any distribution before having obtained approval from KOMPASS.

3.3            Liability/Complaint relating to the KOMPASS Files

3.3.1            Liability

 

KOMPASS takes the utmost care in the collection and updating of KOMPASS Files but cannot be held responsible for any omissions, inaccuracies or marginal errors affecting the information contained, nor the consequences that may result from these for the Client.

3.3.2            Reimbursement in the event of NPAI addresses

However, in the case of rental by the Client of a KOMPASS File containing the postal addresses and/or the electronic mail addresses for the purpose of Direct Mail or Emailing, the Client may require a reimbursement if the percentage of NPAI addresses contained in the KOMPASS File concerned is higher than 7% (seven per cent). The reimbursement is calculated in proportion to the pre-tax rental price of the KOMPASS File concerned between the segment of NPAI addresses shown in the remaining ninety three (93)% compared with the total number of addresses initially contained in said KOMPASS File. The reimbursement shall only be due if it is requested by registered letter with advice of receipt within a maximum period of 60 (sixty) days from the delivery date of the KOMPASS File in question, duly accompanied by the following supporting documents, required to establish the percentage of NPAI addresses:

(i)      For postal addresses: NPAI returned by the Post Office, on each of which shall be shown the recipient’s contact information with the KOMPASS identifier number.

(ii)     For electronic mail addresses: If the CLIENT has chosen to have the Emailing operation carried out by a third party service provider it shall supply KOMPASS with an accurate certified technical report showing the detail of the NPAI addresses (duly distinguished from addresses that are merely inaccessible); If the Emailing or Direct Mail operation has been carried out from a KOMPASS File in the context of a Service subject to article 5 of these Special Conditions, it shall attach the despatch report submitted by KOMPASS (or the statistical data relating to the despatch duly made available to it through the intermediary of a remote consultation interface). These reports and statistics shall be authentic between the Parties, unless proved otherwise.

3.3.3            Other complaints relating to the KOMPASS Files

On pain of foreclosure, any other complaint against KOMPASS due to the quality or quantity of data shown in the KOMPASS files, or their appropriateness to the agreed targeting criteria, must be notified to it by registered letter with advice of receipt within a maximum period of fifteen (15) days from the date of delivery of the KOMPASS Files in question

 

If the Emailing or Direct Mail operation has been carried out from a KOMPASS File rented for a single use in the context of a Service subject to article 5 of these Special Conditions, the following rules apply:

(i)      The limitation period of fifteen (15) days stated in the first paragraph of this article 3.3.3 shall run as of the effective submission by KOMPASS to the Client of the report of sending and/or making available the statistical data relating to the despatch (it shall receive an email informing it of this and the date of which shall stand as proof).

(ii)     In the event of complaint within this period, the Client may require the list of companies effectively targeted, with the exclusion of any other additional clarification to the data exploited (such as the electronic addresses effectively used for the operation). To prevent fraud (illicit reuse of data supplied in principle for a single use), it is agreed that the additional data shall only be communicated by the router selected by KOMPASS to an expert duly designated by the Judicial Authority at the fees advanced by the Client, under the benefit of a ring-fence in the hands of said expert who shall guarantee its confidentiality.

4.             Enhancement OR ANALYSIS of Client Files

KOMPASS proposes Services to the Client that may include the enhancement (e.g. adding Siret or Siren number, updating data, etc.) or the analysis (e.g. automatic verification of the validity of electronic addresses) of Client Files.

The Client shall have a period of 3 (three) months starting from Subscription to supply KOMPASS with all the data of a Client File to be enhanced or analysed; failing which KOMPASS shall be entitled to terminate, as of right and without prior notice, the order not carried in part or in whole and to retain 100% of its amount as compensation for termination.

Without prejudice to the provisions of the General Terms and Conditions providing the possibility for KOMPASS to suspend the performance of its Services in the event of non-payment or late payment of overdue bills, the file duly enhanced by KOMPASS or its subcontractor shall be submitted in electronic format within the time stipulated in the Purchase Order or, failing that, within a maximum period of one (1) month from the date of submission, by the Client, of the Client File intended to be the subject of the enhancement.

The above paragraph applies, when the Service covers analysis of the Client File, to the submission of the results of analysis.

KOMPASS takes the utmost care in the collection and updating of data used in the context of its Services for the enhancement of Client Files but cannot be held responsible for any omissions, inaccuracies or marginal errors affecting the information contained, nor the consequences that may result from these for the Client.

 

Similarly, KOMPASS is subject only to a best-endeavours obligation with regard to the relevance and reliability of tools used, as applicable, for analysis of the Client Files.

 

On pain of foreclosure, and due to the limitation periods of certain data, any complaint against KOMPASS owing (i) to the quality or quantity of data having made it possible to enhance a Client File and/or (ii) to the quality of a Service for analysis of a Client-File, must be notified to it by registered letter with advice of receipt within a maximum period of fifteen (15) days from the date of provision of the data in question or, as applicable, of  submission of the results of analysis.

5.             Emailing and Direct Mail

KOMPASS proposes Services that may include Emailing or Direct Mail operations on the Client’s behalf, either on the basis of a Client File, or on the basis of a KOMPASS File.

5.1            Submission of elements necessary beforehand by the Client

Before sending any electronic or postal mails intended for the Emailing or Direct Mail operation, the Client shall supply the following to KOMPASS:

(i)      In the case of Emailing: (a) the Commercial Message needing be sent to the canvassed companies or, (b) if the Commercial Message has been prepared by KOMPASS in the context of a Service of creation referred to in article 6, le “ready for press” slip validating this message;

(ii)     In the case of Direct Mail: Since the documents need to be inserted into envelopes, these must without fail be delivered under the conditions specified in article 5.3;

(iii)    In all cases: the Client File containing the addresses of targeted companies (if the operation must be carried out from such a Client File).

The Client shall have a period of 3 (three) months starting from Subscription to supply KOMPASS with all the above-mentioned elements; failing which KOMPASS shall be entitled to terminate, as of right and without prior notice, the order not carried out in part or in whole through no fault of its own and to retain 100% of its amount as compensation for termination.

 

If the operation must be carried out from a KOMPASS File, the Client shall assure itself, before instructing KOMPASS, of the relevance of the lists of company data shown therein and their suitability to the needs of the operation. The foregoing provision is not applicable when the operation is carried out from a KOMPASS File for single use delivered directly to the router chosen by KOMPASS.

5.2            Delivery

Without prejudice to the provisions of the General Conditions anticipating the possibility for KOMPASS to suspend the performance of its Services in the event of non-payment or late payment of overdue bills, KOMPASS shall proceed with sending the Commercial Message via Emailing or Direct Mail, in accordance with the modalities specified in the Purchase Order within a maximum period of one (1) month from the time when all elements stated in article 5.1 have been submitted to it by the Client (unless expressly agreed otherwise between the Parties).

5.3            Costs of Direct Mail

In the case of Direct Mail carried out by KOMPASS, the postage costs, such as stated in the Purchase Order accepted by the Client, shall be automatically invoiced on the basis of rates in force at the time of carrying out the service.

Delivery of the documents to be inserted in the envelopes must be made by the Client at its sole expense, not to KOMPASS’s address, but to that of a routing service for which KOMPASS will provide contact information at the time of Subscription. The return of any leftover documents that have not been sent shall also be at the Client’s sole expense. These leftovers shall be kept for one (1) month from the date of sending before being destroyed. If the Client asks KOMPASS to deal with delivery of the documents to the router and/or the return of leftovers, this work shall be stated in the order and invoiced in addition. The documents delivered by the Client to KOMPASS’s router shall be the subject of an itemised and costed delivery note making it possible to check quantities on arrival. A delivery note can only be set against KOMPASS if it has been signed by KOMPASS or the service provider carrying out its routing service.

5.4            Liability

Apart from cases where (i) a KOMPASS File has served as basis to the campaign (in which case KOMPASS can engage its responsibility under the conditions of article 3.3) and/or (ii) KOMPASS has contributed towards the creation of the Commercial Message in the context of a Service expressly stated in the Purchase Order (in which case KOMPASS can engage its responsibility under the conditions of article 6), KOMPASS’s Direct Mail and Emailing Services as such are of a strictly technical nature. KOMPASS is therefore neutral both with regard to the targeting and the content of the Direct Mail and Emailing campaigns and cannot under any circumstances see its responsibility engaged in this respect.

 

KOMPASS is solely obliged to implement the means making it possible to send out emails in accordance with best practices by means of Emailing and/or the franking, addressing and sending of envelopes by means of Direct Mail, without guarantee of receipt by prospects, nor of the commercial success of the operation.

 

In the event that the Emailing or Direct Mail campaign is carried out from a Client File, the Client shall ensure that the operation will not infringe the rights of recipients who are natural persons in respect of the law of 6 January 1978 on Data Protection and Civil Liberties or of any other provision in terms of commercial prospecting. The Client shall also ensure that the Commercial Message of any Emailing campaign, together with the content of any commercial document sent by Direct Mail does not contravene the rights of third parties or any applicable legal or statutory regulation.

6.             CREATION OF COMMERCIAL MESSAGES

6.1            Generalities

KOMPASS can propose certain Services that may include work to create the content of the Commercial Messages in the context of Emailing or Direct Mail campaigns. The format subscribed for by the Client is indicated in the Purchase Order.

Work for creation or advice in terms of advertising are of necessity expressly mentioned in the Purchase Order. Failing that, no KOMPASS Service shall be understood to include any assignment whatsoever of creation and/or advice on its part.

In the event of subscription to such a Service, it is the Client’s responsibility to supply to KOMPASS or to its service providers the Advertising material that it wishes to see shown in the Commercial message and to involve itself in producing the Advertisement by making its expectations known and by steering the designers in line with its choices.

Without prejudice to the provisions of the General Conditions anticipating the possibility for KOMPASS to suspend the performance of its Services in the event of non-payment or late payment of overdue bills, the design work shall start within a period of 1 (one) month from invoicing (unless agreed otherwise between the Parties).

6.2            Complaint

It is the Client’s responsibility to validate every Commercial message –  within eight (8) days of receipt by the Client of a copy of the final draft and by submission to KOMPASS or to its service provider of a signed “ready for press” proof.  Within the same time-frame, it shall also make known its reservations. Failing this, the Commercial message shall be indisputably deemed satisfactory.  No complaint shall be made with regard to the content of a validated Commercial message or on which no reservation has been expressed within the given time.

 

In the event of non-validation of the Commercial message by the Client for a reason not attributable to KOMPASS or to its service provider, the amounts already paid by the Client shall not be reimbursed by KOMPASS and the amounts not yet paid shall remain due up to the limit of work completed.

 

Any incorporation in a Commercial message of a link towards the Client’s website at the latter’s request shall be effected subject to a functional and compliant URL address for the website corresponding to the law and regulations applicable to its activity.  The Client is solely responsible for the content of websites linked from any URL address incorporated in a Commercial message.

 

KOMPASS cannot be held responsible for the non-compliance of a Commercial message with the local legislations of countries where it is distributed. By signing a ready-for-press note or by refraining from any reservation within the given period, the Client acknowledges that it has thereby understood having assumed full responsibility in this respect.

 

As a general rule, KOMPASS does not guarantee the success of a Commercial message or of a Direct Mail and Emailing campaign, nor that its Services will lead to an increase in the number of visitors and/or customers on the Client’s website, or in the number of deals signed by the Client.

6.3            Intellectual property

KOMPASS holds all intellectual property rights relating to any Commercial Message created on the Client’s behalf in the context of the services referred to in Article 6, subject to the Clients rights over any Advertising material included in this message (in which case the latter is, as the case may be, a work of adaptation under the meaning of article 112-3 of the French Intellectual Property Code, or a composite work, under the meaning of article 113-2 of the same Code).

The Client is not authorised to distribute such a Commercial Message outside of the stipulations provided in the Purchase Order and/or without prior agreement in writing from KOMPASS.

7.             Advertising Material

7.1            Responsibility

The Client is solely responsible for the Advertising Material sent by the latter to KOMPASS. The Client guarantees the compliance of the Advertising material included at its request in a Commercial message with the legislation and regulations in force.

The Client declares and warrants that it holds (i) all intellectual property rights relating to the Advertising material sent to KOMPASS for the purposes of distribution in a Commercial message, together with (ii) the right-of-use for advertising purposes of personal data and personality attributes of people like to appear or be mentioned in it, including in particular the image rights of these people.

The Client declares that it is not bound by any reservation or claim formulated by third parties with regard to its rights over the Advertising material. As a general rule, the Client expressly holds KOMPASS harmless against any right of recourse of any nature whatsoever, emanating from any user or third party, and against any action or complaint that might be initiated against KOMPASS due to the insertion of the Advertising material in a Commercial message.

KOMPASS declines all responsibility with regard to the deficiencies or errors that may result from use of the Advertising material submitted by the Client.

KOMPASS reserves the right at any time to refuse any Advertising material which, in any manner whatsoever, would seem to it:

• to present a character that is contrary to the legislation or regulations in force, to good morals or to public order;
• not in accordance with KOMPASS’s commercial policy. In this case, KOMPASS reserves the right to ask the Client to modify the Advertising material in order to bring it into compliance with its commercial policy or, if the Service subscribed for includes a service for creation of an Advertisement, to propose an acceptable alternative, without this being an obligation for KOMPASS.

7.2            Intellectual property rights and licence for use of Advertising material

For the requirements of the Services, the Client shall grant to KOMPASS, free of charge, a non-exclusive and non-transferable (with the exception of possible subcontractors of KOMPASS solely for the requirements of the Services) operating licence for the Advertising material for the duration of the Services and worldwide.

 

This licence includes:

• a right of reproduction including in particular the right to fix, to have fixed, to reproduce, to have reproduced, to record, to have recorded the Advertising material; the right to establish and to have established, in whatever number that may please KOMPASS, any duplicates or copies of the Advertising material;
• a right of adaptation of the Advertising material in line with the Client’s instructions and with technical and commercial necessities of the different modes of operation;
• a right of communication to the public of the Advertising material solely for the purposes of publicity, visibility or promotion in the Client’s favour by any means, and in particular on the Internet, including the Websites and network of KOMPASS partners.

 

Any other use of the Advertising material by KOMPASS is subject to prior agreement in writing from the Client.

 

Within the same limits, the Client shall grant to KOMPASS a right of reproduction, of adaptation and of communication of its logos.

8.             INVOICING

Invoicing shall take place in accordance with the provisions of the General Conditions.

If it involves an order subcontracted on behalf of an end client, the Client undertakes in the capacity of main contractor to comply with law no. 75-1334 of 31 December 1975 relating to subcontracting and to provide the full contact details of the end client to KOMPASS at the time of signature of the Purchase Order.

Any intermediary acting on behalf of an advertiser for the purchase of a Service subject to article 20 of law no. 93-122 of 29 January 1993 relating to the prevention of corruption to transparency in economic matters and government procedures, shall immediately report this to KOMPASS and undertakes to comply with said law. It shall also supply the full contact details of the advertiser on signature of the purchase order in order to allow KOMPASS to send the latter a copy of the invoices. It also undertakes to inform said advertiser of the conditions for carrying out the Services in a fair and accurate manner. Unless otherwise specified, this intermediary shall personally assume the Client’s obligations with regard to KOMPASS and shall be responsible for settling the invoices relating to the Services.

 The following additional rules apply to the Services:

(i)     Invoicing of KOMPASS Files. The Client understands that the continuous updating of files can provoke a more or less significant discrepancy between the quantity ordered of information on companies and the quantity effectively corresponding to the agreed targeting criteria. The Client acknowledges that this unknown is at its responsibility and therefore that the quantities order are in principle invoiced to it and remain due. Exceptionally, in the event that the quantity of information effectively delivered is lower by more than 10% (ten per cent) compared with what was ordered, the Client shall however benefit as follows, on condition that it makes the request within the period specified in article 3.3.3:

• if the Services have already been paid for, of a credit on next invoice or of a reimbursement of an amount calculated in proportion to the quantities effectively delivered against those that were paid for (after deduction of the 10% risk margin remaining at the Client’s expense),
• if the Services have not already been paid for, of a reduction on invoice of an amount calculated in proportion to the quantities effectively delivered against those that were ordered (after deduction of the 10% risk margin remaining at the Client’s expense),

(ii)     Invoicing of Emailing and Direct Mail Services carried out from KOMPASS Files. In the event that it should be agreed that the price for this type of Service depends on the effective number of items sent, and that the quantity of items effectively sent should be lower than the quantity ordered, the Client shall benefit as follows,

• if the Services have already been paid for, either from a credit on next invoice, or a reimbursement of an amount calculated in proportion to the effective number of items sent against those that were paid for,
• if the Services have not already been paid for, only the effective number of items sent shall be invoiced.

(iii)    Direct Mail. In the context of Direct Mail Subscriptions, the postage costs shall always be settled in full before sending out the letters.

(iv)    Subscription Promises. In certain cases, the Client can reach an agreement with KOMPASS at the end of which the Client shall be able to order, before the expiry of a certain period and at a price negotiated in advance, various Services for a determined amount or quantity. Unless expressly specified otherwise, such an agreement is a promise on the Client’s part to place all envisaged orders before the expiry of the agreed period. If, at the end of said period, all the Services have not been ordered (for example, the delivery of agreed quantities of information coming from KOMPASS Files has not been asked for in full), the balance corresponding to the price of the Services that were not ordered shall be immediately due and invoiced by KOMPASS.

9.             CONFIDENTIALITY OF CLIENT FILES

 

KOMPASS shall refrain from revealing that the Client holds data shown in its Client File and shall keep it secret. KOMPASS shall only communicate this file to a service provider solely for the requirements of performing the Service effectively agreed. KOMPASS nonetheless reserves the right to possibly merge said data with that shown in its own Databases for the purpose of improving its offer.

As a general rule, the confidentiality clause stipulated in the General Terms and Conditions shall apply.

 

 

 

Special Conditions of Sale – KOMPASS VISIBILITY

 

1.             Definitions

Advertisement(s): Advertisement in any format and/or with any commercial information message created and/or published by KOMPASS on the Client’s behalf in the context of the Services.

Advertising agent: Any person or entity to whom the Client has entrusted the purchase of the Services referred to in Article 3.1 in their name and on their behalf.

Database(s): KOMPASS Database accessible on-line on a website belonging to KOMPASS such as the website www.kompass.com and/or via DVD-Rom in accordance with the modalities and within the limit of options subscribed for by the Client.

Purchase Order: refers to either (i) the purchase order published on paper format by KOMPASS, then signed by the client for the purpose of subscription to one of the Services indicating the nature, price and modalities of a Service and of the options subscribed for by a Client, or (ii) in the case of an on-line order, the email summarising the Services subscribed for, sent by KOMPASS to the Client at the email address indicated by the latter at the time of the on-line subscription process.

Client: Any business client who has subscribed to a Service offered by KOMPASS, especially for the account on which advertising Space is purchased and/or an Advertisement is created or released by KOMPASS. Unless arranged through the intermediary of an Advertising agent, the Client is deemed to be the advertiser.

General Terms and Conditions: General Terms and Conditions of Sale supplementing these Special Conditions of Sale and the Purchase Order. Any acceptance of the Special Conditions of Sale implies full and entire acceptance of these General Terms and Conditions of Sale.

Space(s): Spaces made available to the Client by KOMPASS on the KOMPASS Website and on partner websites in accordance with the terms of the offer subscribed for by the Client for publication of an Advertisement.

Advertising material(s): Content of an Advertisement and any element necessary for the preparation of such content – including in particular any text, message, still or moving image, file, trademark, designation, slogan, logo, domain name, URL, commercial information, promotional advertisement, description of the activity, etc. – made available to KOMPASS by the Client for the purpose of performing a Service, together with any commercial information supplied by the Client to KOMPASS in view of enhancing its company file in the Database.

Website(s): KOMPASS Website allowing on-line access to the Database and to the services offered by KOMPASS.

Service(s): All services offered by KOMPASS corresponding (i) either to the sale of advertising spaces over the whole website belonging to KOMPASS such as the website www.kompass.com and/or on KOMPASS’s partner network, as well as to technical services intended to optimise the visibility of the Client’s commercial information and/or of the referencing of this information by search engines (ii) or to the creation of advertising content or advice relating to said content.

2.             PURPOSE

These Special Conditions of Sale for KOMPASS Visibility (hereinafter “Special Conditions“) set out the contractual rules and principles applicable to the relationship between KOMPASS and the Client (hereinafter the “Parties“) in the context of the Services. These Special Conditions also link any intermediary acting on behalf of an advertiser for the purchase of a Service subject to article 20 of law no. 93-122 of 29 January 1993 relating to the prevention of corruption and to transparency in economic matters and government procedures, as stated in article 3.1.4.

 

 

3.             Services

3.1            Provision of Spaces and referencing

3.1.1            Sale of Spaces

The Client can subscribe to a Service consisting of the publication of Advertisements by KOMPASS on the Website as well as on partner websites on the Client’s behalf in Spaces provided for said purpose.

KOMPASS offers several types of Space formats, allowing the display of Advertisements for different durations and/or in accordance with different targeting rules depending on the options considered. The format, duration and targeting rules subscribed for by the Client are indicated in the Purchase Order.

It is the Client’s responsibility to make available to KOMPASS the final Advertising material intended for publication in the form of an Advertisement.

In the event of the Client’s lateness in supplying the Advertising material, KOMPASS reserves the right to supply its Service without compensation for the possible late publication of the Advertisement. No full or partial reimbursement can be granted to the Client not having supplied the Advertising material to KOMPASS.

Without prejudice to the provisions of the General Terms and Conditions providing the possibility for KOMPASS to suspend the performance of its Services in the event of non-payment or late payment of overdue bills, the effective provision of Spaces for publication of Advertisements by KOMPASS shall take place within a period of one (1) month from its invoicing to the Client.

3.1.2            Referencing

The Client can subscribe to a Service that may include improved visibility for its company listing on a Website, promotion on the Website of commercial information concerning the Client (elements of identification, distinctive signs, etc.) and/or optimisation of the referencing of said listings and information at the time of a search on the Database and/or on third party search engines referencing the Website in question.

The characteristics, options and modalities of the referencing subscribed for by the Client are set out in the Purchase Order. The Client can subscribe to an optional Service allowing access to the consultation follow-up statistics for its listing.

If the nature of the Service so requires or if the Purchase Order so specifies, it is the Client’s responsibility to make available to KOMPASS the Advertising material intended for promotion in the context of the Services referred to in this article 3.1.2.  In the event of the Client’s lateness, KOMPASS reserves the right to supply its Service without compensation for the possible late performance of the Services in question. No full or partial reimbursement can be granted to the Client not having supplied the Advertising material to KOMPASS.

Without prejudice to the provisions of the General Terms and Conditions providing the possibility for KOMPASS to suspend the performance of its Services in the event of non-payment or late payment of overdue bills, the performance of the Services referred to in this article 3.1.2 shall take place within a period of one (1) month from its invoicing to the Client.

3.1.3            Proofs and claims

The statistics held by KOMPASS, together with the computer data recorded in the KOMPASS servers relating to the Services referred to in articles 3.1.1 and 3.1.2 (period of display, consultation statistics, number of displays and/or clicks if KOMPASS usually collects this type of information, etc.) shall stand as proof, unless proven otherwise under the Client’s responsibility.

In the event of publication of an Advertisement where the content is not in conformity with the Advertising material communicated to KOMPASS by the Client or where the quality is not as agreed, the Client has a period of eight (8) days from the date of contentious publication for addressing a dispute in writing to KOMPASS. In the absence of a claim within said period, any Advertisement published is indisputably deemed to be in conformity.

In the event of dispute concerning the format of the Space sold in the context of article 3.1.1 and/or the quality of the Services provided in the context of article 3.1.2, the claim period is 15 (fifteen) days. Services carried out more than fifteen (15) days before the claim are therefore indisputably deemed to be satisfactory.

In the event of dispute on the invoicing, in particular with regard to the elements of calculation retained (such as – if said elements are relevant – the number of clicks, printouts or acts, CPC, CPI, etc.), the claim period is that specified in article 9 of the General Conditions.

3.1.4            Advertising agent

Any intermediary acting on behalf of an advertiser for the purchase of a Service subject to article 20 of law no. 93-122 of 29 January 1993 relating to the prevention of corruption to transparency in economic matters and government procedures (including a company in a group acting on behalf of other companies in its group), shall immediately report this to KOMPASS and undertakes to comply with said law. It shall also supply the full contact details of the advertiser on signature of the purchase order in order to allow KOMPASS to send the latter a copy of the invoices. It also undertakes to inform said advertiser of the conditions for carrying out the Services in a fair and accurate manner. Unless otherwise specified, this intermediary shall personally assume the Client’s obligations with regard to KOMPASS and shall be responsible for settling the invoices relating to the Services. In addition, he ensures compliance with the General Conditions and these Special Conditions by the advertiser itself.

3.2            Creation of an Advertisement

3.2.1            Generalities

KOMPASS can offer certain Services that may include work to create the content of Advertisements in different formats (text, image, video). The format subscribed for by the Client is indicated in the Purchase Order.

Work for creation or advice in terms of advertising are of necessity expressly mentioned in the Purchase Order. Failing that, no KOMPASS Service shall be understood to include any assignment whatsoever of creation and/or advice on its part.

In the event of subscription to such a Service, it is the Client’s responsibility to supply to KOMPASS or to its service providers the Advertising material that it wishes to see shown in the Advertisement and to involve itself in producing the Advertisement by making its expectations known and by steering the designers in line with its choices.

Without prejudice to the provisions of the General Conditions anticipating the possibility for KOMPASS to suspend the performance of its Services in the event of non-payment or late payment of overdue bills, the design work shall start within a period of 1 (one) month from invoicing (unless agreed otherwise between the Parties as shown in the Purchase Order). KOMPASS shall not commit itself on the duration of the services and the delivery date, which can depend on the Client’s attitude.

3.2.2            Creation of an Advertisement in video format

KOMPASS can offer, only in metropolitan France (excluding Corsica) a Service consisting of the creation of Advertisements in video format with a duration of around 2 minutes.

KOMPASS’s service provider offers the Client a choice from a catalogue of music as a soundtrack for the video.

KOMPASS’s service provider offers the Client the choice between a female or male voice-over for studio quality dubbed voice-over.

The Client can supply KOMPASS’s service provider with Advertising material that includes its own works (music, images or video), provided it holds the intellectual property rights required for exploitation of the Advertising material and, more generally, provided it complies with article 5 below.

The Client must involve itself in designing the scenario, which will be halted on the basis of a sequence shot. The actors and/or extras – who can be its employees – shall be paid exclusively by the Client. It shall supply the filming location and the settings.

Filming the Advertisement in video format shall take place on the Client’s location or within a maximum range of ten (10) kilometres at most. Unless otherwise agreed, a single technician provided with standard equipment shall be made available to the Client in the context of filming.

It shall be the Client’s responsibility to make itself available for carrying out the filming of the video within a period of two (2) months of the date of invoice of the Purchase Order. In the event that the Client is not available within this period of two (2) months, KOMPASS reserves the right to not perform the video Service without the Client being able to claim any reimbursement or compensation.

The video shall be validated by Client signing the document “Video validation slip” submitted by the KOMPASS service provider who carries out the filming with the Client – within eight (8) days of receipt by the Client of a copy of the final draft.  Within the same time-frame, it shall also make known its reservations. Failing this, the video shall be indisputably deemed satisfactory.  No complaint shall be made with regard to the content of a validated Advertisement or on which no reservation has been expressed within the given time.

In the absence of payment in advance for the whole service, KOMPASS shall be entitled, as of right and without notice, to terminate the partially or totally uncompleted order due to the client and to invoice the full amount in compensation for termination.

3.2.3            Complaint

It is the Client’s responsibility to validate every Advertisement – from a distance or as applicable on the filming location if it involves a video – within eight (8) days of receipt by the Client of a copy of the final draft and by submission to KOMPASS or to its service provider of a signed “ready for press” proof.  Within the same time-frame, it shall also make known its reservations. Failing this, the video shall be indisputably deemed satisfactory. No complaint shall be made with regard to the content of a validated Advertisement or on which no reservation has been expressed within the given time.

 

In the event of non-validation of the Advertisement by the Client for a reason not attributable to KOMPASS or to its service provider, the amounts already paid by the Client shall not be reimbursed by KOMPASS and the amounts not yet paid shall remain due up to the limit of work completed.

1. 4.             URL ADDRESS

Any incorporation in an Advertisement or a company listing of a link towards the Client’s website at the latter’s request shall be effected subject to a functional and compliant URL address for the website corresponding to the law and regulations applicable to the Advertiser’s activity. The Client is solely responsible for the content of websites linked from any URL address incorporated in an Advertisement or company listing at the latter’s request.

5.             Advertising Material

5.1            Responsibility

The Client is solely responsible for the Advertising Material sent by the latter to KOMPASS.

The Client guarantees the compliance of the Advertising material included at its request in an Advertisement or company listing with the legislation and regulations in force.

The Client declares and warrants that it holds (i) all intellectual property rights relating to the Advertising material sent to KOMPASS for the purposes of distribution in an Advertisement, together with (ii) the right-of-use for advertising purposes of personality attributes of people like to appear in it, including in particular the image rights of the people concerned.

The Client declares that it is not bound by any reservation or claim formulated by third parties with regard to its rights over the Advertising material. As a general rule, the Client expressly holds KOMPASS harmless against any right of recourse of any nature whatsoever, emanating from any user or third party, and against any action or complaint that might be initiated against KOMPASS for the insertion of the Advertising material in an Advertisement or company listing.

KOMPASS declines all responsibility with regard to the deficiencies or errors that may result from use of the Advertising material submitted by the Client.

5.2            Refusal of Advertising material

KOMPASS reserves the right at any time to refuse any Advertising material which, in any manner whatsoever, would seem to it:

–       to present a character that is contrary to the legislation or regulations in force, to good morals or to public order;

–       not in accordance with KOMPASS’s commercial policy. In this case, KOMPASS reserves the right to ask the Client to modify the Advertising material in order to bring it into compliance with its commercial policy or, if the Service subscribed for includes a service for creation of an Advertisement, to propose an acceptable alternative, without this being an obligation for KOMPASS.

5.3            Intellectual property rights and licence for use of Advertising material

For the requirements of the Services, the Client shall grant to KOMPASS, free of charge, a non-exclusive and non-transferable (with the exception of possible subcontractors of KOMPASS solely for the requirements of the Services) operating licence for the Advertising material for the duration of the Services and worldwide.

 

This licence includes:

–       a right of reproduction including in particular the right to fix, to have fixed, to reproduce, to have reproduced, to record, to have recorded the Advertising material; the right to establish and to have established, in whatever number that may please KOMPASS, any duplicates or copies of the Advertising material;

–       a right of adaptation of the Advertising material in line with the Client’s instructions and with technical and commercial necessities of the different modes of operation;

–       a right of communication to the public of the Advertising material solely for the purposes of publicity, visibility or promotion in the Client’s favour by any means, and in particular on the Internet, including the Websites and network of KOMPASS partners.

 

Any other use of the Advertising material by KOMPASS is subject to prior agreement in writing from the Client.

 

Within the same limits, the Client shall grant to KOMPASS a right of reproduction, of adaptation and of communication of its logos.

6.             Intellectual property

KOMPASS holds all intellectual property rights relating to any Advertisement created on the Client’s behalf in the context of the services referred to in Article 3.2, subject to the Clients rights over any Advertising material included in the Advertisement in question (with the latter being, as the case may be, a work of adaptation under the meaning of article 112-3 of the French Intellectual Property Code, or a composite work, under the meaning of article 113-2 of the same Code).

The Client is not authorised to publish such an Advertisement on a third party advertising space outside of the stipulations provided in the Purchase Order and/or without prior agreement in writing from KOMPASS.

7.             RESPONSIBILITY

KOMPASS cannot be held responsible for the non-compliance of an Advertisement with the local legislations of countries where the Advertisement is distributed.

 

KOMPASS offers to the Client the possibility of receiving, free of charge, requests for information in relation with its activity. However, KOMPASS shall not under any circumstances be held responsible in the event that a Client does not receive such information during the period of the Service.

 

As a general rule, KOMPASS does not guarantee the success of an Advertisement nor that its Services will lead to an increase in the number of visitors and/or customers on the Client’s website, or in the number of deals signed by the Client.

8.             data of a personal nature

In the event that the Advertising material contains data of a personal nature (such as personal email addresses or information relating to executives), the Client declares and warrants that it acts in accordance with law no. 78-17 of 6 January 1978 relating to data processing, files and civil liberties.

It declares and warrants in particular having previously informed and obtained consent from people concerned so that their data of a personal nature is inserted in the Database and can be used by KOMPASS and by partners and clients of KOMPASS for purposes of prospecting and direct marketing (in particular in the context of email and direct mail campaigns).

The Client undertakes to justify obtaining this consent on first request. In the opposite case, it shall assume all consequences and shall hold KOMPASS harmless against any right of recourse from the third party in question and/or the competent authorities.

 

 

 

Special Conditions of Sale – KOMPASS PROSPECTING

1.             Definitions

Database(s): As indicated in the General Terms and Conditions

Purchase Order(s): As indicated in the General Terms and Conditions

Client: As indicated in the General Terms and Conditions

General Terms and Conditions: KOMPASS General Terms and Conditions of sale which the Client, by accepting these conditions, declares to have read and understood and acknowledges having duly accepted them

Export credits: Purchase units for the extraction of data from a Database.

Service(s): Set of services enabling the Client, for prospecting purposes, (i) to make a Use and/or (ii) to make contact with a company via premium rate numbers in particular and (iii) any ancillary services to those specified in (i) and (ii) above (such as training, provision of analytical tools, etc.).

Website(s): Any website owned by KOMPASS such as “www.kompass.com“.

Use: Any act (i) of access and/or (ii) of consultation and/or (iii) of export and/or (iv) of extraction and/or (v) of exploitation of data relating to companies contained in a KOMPASS Database in accordance with the modalities and within the limit of options subscribed for by the Client.

2.             Purpose

KOMPASS Prospecting Special Conditions of Sale (hereinafter “Special Conditions“) define the contractual rules and principles applicable to the Use of a Database by the Client in the context of Services subscribed to for this purpose, as well as to ancillary Services.

3.             access and use of the database

3.1            On-line access

3.1.1            Access to the Database

On-line access to the Database is effected via the Website that will be specified to the Client.

The Client accesses the Database by using their connection logins, comprised of a user name and password, communicated by KOMPASS to the Client by email within approximately fifteen (15) days of the date of signature of the Purchase Order (unless otherwise agreed). KOMPASS’s computerised registers provide proof of sending said connection logins to the Client.

The Client designates the person or persons authorised to receive and manage connection logins. The connection logins constitute confidential information. In this respect, the Client ensures that they are only communicated to members of its personnel authorised to know them and on whom the Client undertakes to impose the same obligations of confidentiality.

The Client is responsible for the use of connection logins that are communicated to it. In the event of loss, theft or accidental disclosure of connection logins, the Client shall immediately so inform KOMPASS who shall send new connection logins to the Client and shall immediately implement the necessary measures for preventing any connection from the logins that were disclosed. Any costs involved in creating and sending new connection logins are at the Client’s expense.

 

3.1.2             Quality of service

KOMPASS undertakes to deploy all necessary resources for ensuring consistency, continuity and quality of the Services offered. In this respect, KOMPASS is bound only by an obligation of best-endeavours.

KOMPASS shall endeavour to maintain access to the service 24 hours a day, every day of the year, except for disruption of networks outside of its control. In this respect, KOMPASS is bound only by an obligation of best-endeavours.

KOMPASS reserves the right to interrupt access to the Website and to the Services exceptionally and briefly in order to carry out any maintenance or security interventions.

3.1.3            Modification and updating of the Database

KOMPASS is authorised to develop the functionalities and rules for classification of its Database with particular reference to the evolution of information technology techniques and at its sole discretion, although the nature of data accessible shall however remain as agreed in the Purchase Order.

KOMPASS regularly updates the data contained in the Database. The volume of information included is in constant growth. KOMPASS shall not however be held responsible for any ommissions, inaccuracies or errors affecting said data, nor for any consequences that may result from them for the Client.

3.2            DVD-Rom access

3.2.1            DVD-Rom access

The Client can subscribe for access to the Database by means of DVD-Rom.

In this case, KOMPASS sends the DVD-Rom to the Client within approximately 10 (ten) days of receipt by KOMPASS of the duly completed contractual documents.

3.2.2            Quality of service

The hardware configuration required for use of the DVD-Roms is indicated on the packaging of the DVD-Rom sent by KOMPASS to the Client.

 

Any proven malfunction having affected a DVD-Rom shall be notified to KOMPASS by registered letter with advice of receipt within a period of ninety (90) days from the date of delivery.

 

In the event of a proven malfunction, KOMPASS shall proceed with replacing the defective DVD-Rom. This guarantee is not applicable in the event of malfunction resulting from non-compliance with the normal conditions of use of the DVD-Rom.

3.3            Access via web service (API  REST)

 

Access to the Database is effected via the API REST technical interface, the website address of which shall be specified to the client in a technical document.

The Client accesses the Database in accordance with the provisions of articles 3.1.1 to 3.1.3 above.

 

The connection logins are only usable for an application (or software) operated by the client. These codes may not in any circumstances be used for another application. The Client shall be directly responsible to Kompass for any unauthorised use of the application by third parties.

3.4            Period of use of the Database

The Client can subscribe for a Use of the Database on a one-off basis or for a defined period by taking out a subscription, within the limit of the offers proposed by KOMPASS.

The type of subscription and the period of Use are indicated in the Purchase Order.

In the case of use of the Database via DVD-Rom, the Services start with receipt by the Client of the first DVD-Rom medium sent by KOMPASS for a period of use of twelve (12) months.

4.             CONTENT of the database

The content of the Database accessible by the Client varies in line with the selected search filters and the options subscribed to by the Client.

In particular, the KOMPASS classification includes:

–       different geographical areas;

–       generic information relating to referenced companies;

–       financial information relating to referenced companies;

–       information relating to officers of the referenced companies.

The options subscribed for by the Client are indicated in the Purchase Order.

5.             ANALYTICAL TOOLS

KOMPASS can offer an ancillary Service allowing the use of analytical tools and/or of automated cross-checking of data contained in the Database, able to function on the basis of different search filters. In particular, results can be presented in the form of pivot tables and graphs.

The modalities and options subscribed for by the Client in the context of this Service are indicated in the Purchase Order.

Information resulting from them are generated algorithmically in line with statistical or objective data held by KOMPASS. They cannot, under any circumstances, meet specific requirements or replace human analysis or dispense the Client from any verification before reaching an economic decision.

6.             TRAINING

KOMPASS can provide an optional and paying Service of training to familiarise the Client and/or its employees with the Use of the Database tools in accordance with different modalities and options. The modalities, prices and options subscribed for by the Client are indicated in the Purchase Order. In the absence of a Subscription for such training, no specific assistance shall be provided to the Client apart from the standard help menu delivered with the DVD-Rom and/or accessible on-line (as the case may be), provided free of charge by KOMPASS and at its discretion.

7.             AUTHORISED USE

The acts of Use allowed to the Client are those corresponding to the Service subscribed for the by the Client as indicated in the Purchase Order.

The acts of Use allowed are strictly personal to the Client. Without express authorisation in writing beforehand and presupposing the payment of the purchase price for additional licences, the Client shall refrain from transferring its rights to third parties, from communicating access codes or copies of DVD-Roms that have been given to them and/or allow people other than members of its staff to benefit from them within the agreed limits. In the event of purchase by an intermediary on behalf of several distinct legal entities, this intermediary shall report this immediately to KOMPASS before the signature of any Purchase Order. Unless agreed otherwise, the Services intended for each of the legal entities concerned shall be the subject of separate contracts.

Any access code (or connection login) delivered is in principle usable by one person only within the same company. Sharing the same code or login among several people is not allowed. The Client must buy as many codes or logins as there are people likely to carry out acts of Use.

Use on several sites is also, in principle, unacceptable. Unless expressly agreed otherwise between the Parties, the access codes provided must be used exclusively for acts of Use from a location corresponding to the address indicated for delivery.

With regard to the Use of a Database than can be consulted by DVD-Rom, the Client is authorised to use the DVD-Rom on a limited number of locations and/or work stations depending on the offer subscribed for and set out in the Purchase Order.

Any act of Use that is not expressly allowed is prohibited.

The balance of Export credits can be consulted on the Website in the Client’s personal space.

8.             DEFAULTS BY THE CLIENT

Without prejudice to the penalties already laid down with regard to the Client in the General Terms and Conditions, to the damages that KOMPASS could require and to the option of termination that it reserves the right to implement, the following rules shall apply in the event that the Client should breach its obligations (such as, in particular, non payment or late payment, violation of article 10 or a Use that has not been expressly authorised):

 

(i)      If applicable, the Client is required to return the DVD-Roms that were delivered to it, together with any fraudulent copy of these, whether in its own possession or that of a third party, on pain of being required to pay a daily penalty of one hundred and fifty euros (€150) per day of delay beyond forty eight (48) hours from the date of receipt of a letter of termination and/or a letter of formal notice notifying of the failure to comply and requiring said return.

 

(ii)     The Client is required to cease any form of Use, on pain of a periodic penalty of one hundred and fifty euros (€150) per day of delay from the date of receipt of a letter of termination and/or a letter of formal notice notifying of the failure to comply .

 

(iii)     If applicable, the CLIENT is, solely as a result of its failures to comply, automatically and as of right liable to KOMPASS for compensation equivalent to five (5) times the amount excluding taxes of the subscription established by the Purchase Order, without prejudice to any procedure that KOMPASS may initiate for the purposes of obtaining compensation for any damage.

9.             DISCONTINUANCE OF THE CONRACTUAL SERVICE

In the event of discontinuance of a Service paid for by subscription, whether subsequent to early termination for any reason whatsoever or through expiry of the agreed term of subscription, the Client is required to cease any form of Use (without prejudice to article 8).

Export credits purchased but not used by the Client during the period of its subscription are irrevocably lost. They cannot be either refunded or carried forward in the event of a new Subscription to a Service.

10.            COMPLIANCE WITH INTELLECTUAL PROPERTY RIGHTS AND NON-COMPETITION

KOMPASS holds exclusive ownership rights or exploitation rights on all intellectual property rights relating to the Databases, including their architecture, their presentation, their arrangement, their classification and the software enabling them to function.

 

The Client does not have any right to reproduce, adapt, translate or represent the Database outside of the strictly defined limits in the General Terms and Conditions, the Special Terms and Conditions and in the Purchase Order.

 

The Client holds a simple right of use over the Databases, strictly limited as stated in article 7. This right is non-transferable, non-exclusive and strictly limited to the period of the Services solely for the requirements of its activity and on French territory, TO THE EXCLUSION OF ANY ACTIVITY LIKELY TO BE DIRECTLY OR INDIRECTLY IN COMPETITION WITH KOMPASS’S ACTIVITY.

 

The following is understood to be an “activity directly or indirectly in competition with KOMPASS’s activity”:

–       publishing or exploitation of databases, in all forms and on all media, such as paper directories, digital media and on-line publishing on Internet type digital networks;

–       supply of all associated services: information delivery, printing work, handling, routing, sending of mail and email in all its forms;

–       supply and marketing of advertising services.

 

The Client shall not transfer, nor encode, nor grant sub-licences, nor transmit in any way whatsoever, the aforementioned right-of-use. The Client shall not allow any person, with the exception of its duly authorised employees when the Client is a legal entity or a trade association, to use or consult the Databases without prior authorisation in writing from KOMPASS. In the event that KOMPASS grants its authorisation, the Client remains responsible with regard to KOMPASS for the use of the Databases by its own clients and for compliance with these General Terms and Conditions. Any request for information concerning any multi-use or collective use shall be addressed to KOMPASS.

 

The following is also prohibited: total or partial extraction from the Database onto another medium, duplication in any form whatsoever of all or part of the Database, wrongful extraction of a non-substantial part of its Databases under the meaning of the French Intellectual Property Code.

 

The Client has been made aware that the Databases contain control addresses intended for detecting any unauthorised use. The Client undertakes to take all necessary steps to ensure that its employees, associates, subcontractors, together with any third parties involved on the Databases comply with the above obligations.

11.            AUDIT

In order to verify the Client’s compliance with the provisions of articles 8 to 11, KOMPASS may proceed at any time with an audit in the Client’s premises, throughout the period of subscription or authorised use of a DVD-Rom, thereafter for one (1) year following said date.

 

For this purpose, KOMPASS may be assisted and/or accompanied by one or more experts, bailiffs and/or sworn officials.

 

KOMPASS acknowledges that it must ensure the strict confidentiality of any commercial information that is confidential or of a private nature of which it may incidentally have knowledge at the time of said audits and which would not be directly linked to a failure to comply by the Client.

 

Except for serious reasons that are duly explained in writing and pertaining to the protection of its fundamental economic interests, the Client undertakes (i) to facilitate free access to its premises by KOMPASS personnel carrying out inspections and by experts, bailiffs and/or sworn officials accompanying them, (ii) to enable them to inspect its servers, as well as its terminal devices, with a view to verifying in particular the absence of any fraudulent installation of a DVD-Rom or fraudulent Use of an access code.

 

The Client shall be notified the day before such operations, before eight (8) p.m. However, in the event of indications suggesting the possibility of the disappearance of evidence, KOMPASS may present itself without prior notice, unless otherwise imposed by applicable law in the Client’s country, when the authorisation of the judicial authority must be obtained.

12.            LIABILITY

KOMPASS takes the utmost care in the collection and updating of data contained in the Databases but cannot be held responsible for any omissions, inaccuracies or marginal errors affecting the information contained in the Databases, nor the consequences that may result from these for the Client.

 

On pain of foreclosure, and due to the limitation periods of certain data, any claim against KOMPASS must be notified to it by registered letter with advice of receipt within a maximum period of fifteen (15) days from the date of the data in question being made available.