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Doqboard Products and Services - General Terms and Conditions (GTC)

DOQBOARD S.A.S.

Simplified Joint Stock Company with capital of €62,735.93 

RCS ROUEN: B 507 917 060

SIRET number: 50791706000067

Intracommunity V.A.T. number: F.R. 17 507 917 060 

Head office: 3501 Route de Neufchâtel - 76230 BOIS-GUILLAUME, FRANCE

Telephone: (+33) 02 78 77 54 18 

Website: www.doqboard.com 

Email: contact@doqboard.com

 

DEFINITIONS

The following terms have the following meaning in these General Terms and Conditions:

  • Company: refers to the Company DOQBOARD S.A.S.

  • Application: Refers to the DOQBOARD solution designed and developed by the Company and including all related documentation. The Application is a collaborative observational clinical research platform, allowing doctors and research stakeholders to lead or participate in Projects, mainly through creating, distributing, and sharing electronic forms and Clinical Databases.

  • User: Refers to any natural or legal person authorized to use the Application.

  • Project: Refers to any clinical project or clinical study carried out by a User, implemented with the software, supports, and services provided by the Company.

  • Client: Refers to a legal entity or a natural person having obtained access to the paid versions of the solutions and services offered by the Company.

  • Party: Refers to the Company or the Customer whose name is mentioned on the Order Form.

  • Order Form: Refers to any request for access to a paid version of the Application or services marketed by the Company, the initial order form, and all possible subsequent order forms, as well as any invoice issued by the Company and paid by the Customer, unambiguously defining the type of subscription to the Application and its frequency.

  • Brands: Refers to the brands and logos used or registered by the Company over which the Company can claim priority.

  • Personal data: Refers to any information relating to an identified or identifiable natural person.

  • Clinical data: refers to any personal data relating to a natural person's physical or mental health.

  • Anonymized data: Refers to any personal data after erasure of nominative information or likely to allow the direct identification of patients.

  • Database: the electronic system created by the Company to store and organize the data collected by Users.

  • The Site: refers to the website https://doqboard.com.

  • User License or Subscription: designates the contract by which the Company defines the conditions of access by the Client and Users to the Application. The type of License is mentioned in the Order Form or agreed upon with the Company during subscription. It can be PRO or TEAM PRO (free licenses), EXPERT or TEAM EXPERT, INSTITUTION, ASSOCIATION, or INDUSTRIAL.

 

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Article 1: Application of the GTC – Opposability

These General Conditions of Sale and Use (GTC) constitute the basis of commercial negotiation. They are systematically addressed, delivered, or accessible online or physically to each buyer to enable them to place an order. Any contrary condition the buyer opposes will, therefore, without express acceptance, be unenforceable against the seller, regardless of when it may have been brought to his attention.

The fact that the seller does not take advantage of any of these general conditions of sale at a given time cannot be interpreted as a waiver of the right to take advantage of any of the said conditions later.

 

Article 2: Description of services

2.1. Description of services

The services provided by the Company are essentially marketing, maintenance, support, and delivery services for the Application, as well as support services for the realization of clinical Projects (forms management, participant management, management of documentation, etc.) intended for its Users or Clients, Professionals, and Health Actors.

 

2.2. Compliance with current regulations

Customers and Users of the Application undertake to respect the ethical, professional, and professional rules concerning them, as well as any regulations applicable in the context of the use of the Application.

Clients and Users of the Application collect, enter, or access clinical Data relating to patients in compliance with the rules applicable to them and under their sole responsibility. They undertake, in particular, to respect the regulations in force concerning the information owed to patients and the collection of their consent, which may be necessary before the collection, conservation, or use of any data concerning them. Generally speaking, any User or Client is solely responsible for compliance with any legal or regulatory obligation to declare and communicate information to patients and to practice structures (notably health establishments), committees, health authorities, or competent bodies before carrying out or participating in any Project. Also, any User or Client undertakes to respect and is solely responsible for compliance with the regulations in their country governing Medical Research activities or the collection and use of patient clinical data. In particular, he is responsible for compliance with rules concerning data retention periods and their deletion. The Company, for its part, undertakes not to keep a copy of the data once the User or Customer has deleted it. By accepting these General Terms and Conditions, any User or Customer respects these legal and regulatory obligations. Under no circumstances can the Company be held responsible for the failure of a User or Client to comply with its regulatory obligations.

 

2.3. Management of Personal Data

Two types of Personal Data may be collected as part of the use of the Application or the services provided by the Company:

  • Personal data of Users and Clients, in particular the following data: Name, First name, Title, Email address, Country, Medical specialty, Place of practice, City of practice, etc.

  • Personal clinical data concerning patients. This data is configured and collected by Users in the Application as part of the inclusion of patients in Projects.

The Company undertakes to preserve the complete confidentiality of Personal Data collected during the use of the Application by Users, both concerning the Users themselves and the patients included in Projects. The Company undertakes, in particular, not to disclose this information to a third party, including for commercial purposes. By accepting these General Terms and Conditions, the User consents to collecting personal information concerning them and consents to communicating their identity when they carry out or participate in collaborative team or multicenter projects. The Company undertakes to comply with the General Data Protection Regulation (GDPR) for all data collected. Users undertake only to collect identifying patient data when this is strictly necessary for the conduct of their Projects, according to the regulatory framework in force, and when this collection is required, to use the functionalities of the Application to protect identifying patient data. They undertake, in particular, to declare these variables as “Identifying Data” when creating a form in a Project (using the corresponding variable template or the “Manage the identifying status of the variable” function), thus allowing automatic protection by the Application of the fields concerned, both in the context of access to this data in the inclusion sheets and their statistical processing or export. Access to the directly identifying data of a project is exclusively reserved for the User who entered them and for Users who are members of their team and have the appropriate rights in this Project. Indirectly identifying data is also shared with the project manager and users who can “use all project inclusions” right in the Project.

When holding multicenter projects, Users participating in said Project agree, for the Project, to share pseudonymized clinical Data in connection with the Project with other participants in the Project.

The Application, the API, and the Database are hosted as part of a service subscribed by the Company with a certified provider for Health Data Hosting (H.D.H.): CLARANET S.A.S., located in France, the certificate of which is accessible at the link https://www.claranet.fr/certification-hds. The servers on which the Application, the API, the Database, and its backups are hosted are located in mainland France.

 

2.4. Intellectual property

The Company owns the rights to the DOQBOARD Brand. It grants Customers and Users a non-exclusive, non-transferable, and non-transferable right to access and use its Brands. Customers and Users undertake to expressly refer to the Brands in their communication with third parties. They are prohibited without express prior authorization from the Company:

  • the deletion or modification of a regularly affixed Protected Mark in their relations with third parties;

  • the unauthorized reproduction, use, or affixing of a protected trademark of the Company, as well as the use of a reproduced trademark, for products or services identical to those subject to protection;

They are also prohibited, except with express prior authorization from the Company, if this could result in a risk of confusion in the mind of the public: 

  • the unauthorized reproduction, use, or affixing of a protected Brand, as well as the use of a reproduced Brand, for products or services similar to those protected;

  • imitate a brand and use an imitated brand for products or services identical or similar to those protected.

Customers and Users are informed that any infringement of the Company's Rights to the Brand constitutes an infringement entailing the civil liability of its author.

The Company owns the rights to the products and services it markets. Subject to prior acceptance by Customers and Users of the GTC and related Licenses, the Company grants them a non-exclusive, non-transferable, and non-transferable right of access and use to its products and services.

The Company is the owner of the Database as Producer thereof. It grants Customers and Users a non-exclusive, non-transferable, and non-assignable right to access and use the Database for the agreed duration and under the contractually subscribed conditions. The Company has a right of access to data collected by Users for exclusive support purposes.

The Company is the owner of the DOQBOARD Application. Acceptance of the terms and conditions of the license to use their Application grants the User or Customer, for the duration and under the conditions (notably financial) defined therein, a license to use their Application. , non-exclusive, non-transferable, and non-transferable, allowing access to other products and services of the Company.

Any User of a product or service under the DOQBOARD brand participating in a Project undertakes to respect the General Terms and Conditions of the Application in all its provisions.

 

Article 3: Registration and Access to the Application

Apart from any Order, Users can access the Application by registering on the Site and specifying their User profile: professional (Practitioner, Intern, Non-medical profile) or legal entity (Association, Industrial, Establishment).

By registering, the User undertakes to provide the Company with accurate information concerning them. The Company cannot under any circumstances be held responsible, implicitly or expressly, about Customers, Users, or Third Parties, for the quality or content of the personal information provided on the Site to obtain access to the Application, particularly in the event of provision of false or erroneous information.

However, the Company reserves access to the Application only for authorized professionals and therefore verifies the profile of each Practitioner or Internal User using the information they provide by completing their profile:

  • The User's email address is verified by sending an email to this address, asking the User to click on a link to confirm their address and activate their User account.

  • The Company also verifies the professional quality of the User via the information they provide when completing their profile. If the Company is unable to verify the professional identity of a User, it may decide to request additional information from the User justifying their status as a doctor or health professional. If it is impossible to verify the User's profile, the Company reserves the right not to provide access to the Application to the User.

  • When the User's profile has been verified, they are authorized by the Company to use the Application.

Depending on the type of account, individual Users (practitioners, interns, non-medical profiles) can access various features through this simple registration. Assistant-type profiles cannot create a Project and can only join a Project or a team upon personal invitation from a Practitioner participating in the Project. The invitation is made by sending a single-use identification link by email.

When creating their account, a User chooses a username and password, which they must keep confidential. In particular, he does not communicate his username and password to any third party. Once he is connected, he also undertakes not to give free access to his account to third parties, whoever they may be. Finally, when it invites a person to join one of its projects or one of its teams, it only invites people authorized to participate in the Project or effective members of its team.

In the event of observation or suspicion of non-compliance with the General Terms and Conditions by the User, in particular fraudulent or potentially competitive activity, declarations of false information, identity theft within a User account, compliance with ethical or regulatory rules incumbent on Users, the Company may suspend a User's access to their account, or even delete it, without the User being able to object. In this context, and before deleting a User's account, the Company undertakes to grant the User a period during which they can provide the elements necessary for the Company's analysis of their activities.

 

Article 4: Ordering the Application in its paid versions

The User can order a paid version of the Application (EXPERT, TEAM EXPERT, ASSOCIATION, INDUSTRIAL). To be valid, the Order must specify the type of license, its annual or monthly frequency, the agreed price, and the payment terms.

The Company delivers these licenses to the Customer electronically upon receipt of the Order by modification of their type of access to the Application. Regardless of the license type, the Order can be placed online or subject to a quote request from the Customer. The quote is then established by the Company and sent to the Customer.

The return of the quote signed by the Client or obtaining his agreement by electronic signature or written by email constitutes an order from the Client for the services mentioned in the quote. Orders are final, even when taken through representatives or employees. Unless otherwise agreed, the Order entails the buyer's acceptance of the seller's General Terms and Conditions, recognition of having full knowledge of them, and waiver of the right to rely on their conditions of purchase.

Any request for any modification of the original Order can only be made in writing, must be accepted by the Company, and will authorize the Company to issue an additional invoice beyond the initial offer, possibly allowing, and if necessary, the extension of the execution time.

 

Article 5: Price (paid licenses)

The products are supplied at the prices in effect when the Order is placed, taking into account the VAT applicable on the day of the Order. The currency is indicated on the quote. Unless otherwise agreed, the prices appearing in the Order are only valid for a maximum period of 1 month. The applicable price is in effect on the day of electronic delivery of the Order, as displayed on the Site.

Unless otherwise agreed, prices are net, excluding taxes based on an annual commitment and the prices communicated to the buyer. License prices and tax applications may vary depending on geographic areas. The purchaser is responsible for any tax, duty, or other service paid in the Application of French regulations or those of an importing or transit country.

Article 6: Billing (paid licenses)

An invoice is established and issued upon electronic delivery of the license. It opens a payment period of 30 days maximum. When ordering, the Customer specified whether they wished to be billed annually or monthly, and it is understood that the cost of licenses to use the Application is lower with annual billing.

 

Article 7: Payment (paid licenses)

7.1 Terms

Payment for access to the Application in its paid versions is made separately.

In the event of an order by acceptance of a paper or electronic quote, payment will be made by bank transfer, by debit from a bank card, or by bank check sent by post to DOQBOARD, 3501 ROUTE DE NEUFCHATEL, 76230 BOIS-GUILLAUME. If applicable, bank card debit authorization will be validated online via the STRIPE payment module by the STRIPE general conditions accessible on this link: https://stripe.com/fr/legal.

 

7.2. Payment period

Unless otherwise agreed, payments will be made under the following conditions: payment within 30 days upon presentation of the invoice, according to the payment terms mentioned on the Customer's quote. If you use the STRIPE online payment module, payment is made immediately by direct debit from your bank card. Any other payment method must be the subject of a specific agreement and may incur costs.

 

7.3 Delay or default

In the event of late payment, the Company may suspend access rights to the Application without prejudice to any other course of action. The rights will be accessible again when the payment is credited to the account and identified by the Company. Any sum not paid by the due date appearing on the invoice automatically entails, from the day following the payment date shown on the invoice, the Application of penalties of an amount equal to 3 times the legal interest rate and a fixed recovery compensation of €40 (Law 2012-387 of March 22, 2012). In the event of non-payment, forty-eight hours after a formal notice remains unsuccessful, the sale may be terminated automatically if the seller sees fit. The resolution will affect not only the order in question but also all previous unpaid orders, whether delivered or in the process of being delivered, and whether their payment is due or not. In all the above cases, the sums due for other deliveries or any other reason will become immediately due if the seller does not opt to resolve the corresponding orders. The buyer must reimburse all costs incurred by the contentious recovery of the sums due, including the fees of ministerial officers. Under no circumstances may payments be suspended or be subject to any compensation without the seller's prior written consent. Any partial payment will be deducted first from the oldest due amounts. The seller does not intend to grant any discount for payment in cash or on a date before that resulting from the General Terms and Conditions.

 

7.4. Continuation and end of the use of the Application in its paid versions

The Customer may continue or terminate the use of the Application in its paid versions under the following conditions:

  • Regardless of the type of license, the Customer's commitment (annual or monthly) is tacitly renewed on each anniversary date of the first subscription.

  • In the case of an annual commitment, thirty days before the anniversary date of the renewed commitment contract, the Company will send an information email to the Customer every year to inform them of the automatic renewal of their commitment. The Customer will be able to position themselves before the anniversary date of renewal of the contract if they wish to end their contract or if they wish to obtain a new quote for the new year of use.

  • At any time, the Customer may terminate his engagement contract, which will come into force at the expiration of the invoiced engagement period in progress at the time of termination of the contract.

  • At the expiration of the engagement contract, the Customer may continue to use the Application in its free version (PRO or TEAM PRO) for an indefinite period.

 

Article 8: Exclusion of liability

The Customer waives the right to seek liability from the Company if damage occurs due to the use of the Application or any document entrusted to it. It is further agreed that the Company will not incur any liability for any loss of profit, the commercial disruption that the Client may suffer, or any request or complaint made against the Client from any third party.

 

Article 9: IT law and freedoms

By the Data Protection Act 78-17 of 01/06/1978, customers and prospects who have transmitted personal information to the Company have a right to access, rectify, modify, and delete the data they contain. Concern. All customers and prospects can exercise this right by writing to the Company's head office, 3501 Route de Neufchâtel, 76230 Bois-Guillaume, France.

 

Article 10: Applicable law and attribution of jurisdiction

This contract is entirely subject to French law. If a dispute arises during the interpretation or execution of this contract, the parties will endeavor to resolve it amicably before any legal action. In the event of a persistent disagreement over the interpretation or execution of this contract, exclusive jurisdiction is attributed to the Courts of Rouen, notwithstanding multiple defendants or warranty claims, even for emergency procedures or preventive procedures.

 

Article 11: Complaints

Any Customer complaint and dispute against the Company must be made by the Customer no later than 48 hours from the event, under penalty of forfeiture, to the address support@doqboard.com.

 

Article 12: Maintenance clause

The maintenance clause applies to paid products and services contracted between the Company and the Customer. It is carried out exclusively remotely through access to a telephone number.

Telephone (+33) 2 78 77 54 18 and to the Company's email address support@doqboard.com to ask any questions relating to the use and operation of the Application and, if necessary, remedy any malfunction by taking remote control of the Customer's computer (requiring the Customer to install the remote access application recommended by the Company). It is exercised during the validity period of the license to use the Application.

Any additional maintenance beyond the original order (annual evolutionary and corrective maintenance of the Application) can only be done in writing, must be accepted by the Company, and will authorize this Company to issue an additional invoice beyond the original order. Initial offer, possibly allowing, and if necessary, the extension of the execution time.

 

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