General Conditions of Sale and Use – Doqboard App
SURG UP Company
SARL with capital of €124 245,00
RCS ROUEN n° 507 917 060
Headquartered at: 107 Allée François Mitterrand – 76100 ROUEN, FRANCE
The following terms have in these general conditions of sale and use the following meaning:
- The Company: Designates SURG UP SARL
- Project: Refers to any research project in the medical field carried by a Sponsor and implemented with the software, supports and services provided by the company.
- Client: Refers to any natural person or legal entity who requested an access to the DOQBOARD application.
- Part: Refers to the SURG UP SARL Company or the Customer whose name is mentioned on the purchase order.
- Sponsor: Refers to the organizer of a project, study or survey, that has defined the specific parameters of them.
- User: Refers to any medical researcher authorized to use the DOQBOARD application.
- Order form: Refers to any online application of the DOQBOARD application, the initial purchase order and any subsequent purchase orders, as well as any invoice issued by SURG UP SARL and paid by the Customer, defining unambiguously the Type license, its duration, and the number of users.
- Marks: Refers to the trademarks and logos used or deposited by the company on which the Company wan claim an anteriority.
- Personal data: Refers to any information relating to an identified or identifiable natural person.
- Medical Data: Refers to any personal Data relating to the physical medical data, after deleted by the Company of personal information or likely to allow the direct identification of patients.
- Anonymized data: Refers to any personal medical data, after deletion by the Company of personal information or likely to allow the direct identification of patients.
- Databases: Refers to all anonymized Data
- The site: Designates the site https://doqboard.com
- License of Use: Refers to the contract by which the Company defines the conditions of access by the Customer (and Users) to the DOQBOARD application. The type of License is mentioned in the Purchase order or agreed with the Company the subscribing online and may be of the “PRO” (free) or “EXPERT” (paying) type. For these 2 types, the license can be either “Individual” (1 user, single user). In the case of a “Department” license, the license type is the same for all users.
- DOQBOARD: Refers to a data analysis application in surgery, allowing surgeons and surgical research actors to perform or participate in projects and offering them the provision, exchange and access to Study forms and Databases.
- Software: Refers to the DOQBOARD application, provided in the form of object codes, designed and produced by the Company and including related documentation, the installation of which by the Customer is a prerequisite for access to the DOQBOARD FORMS.
- DOQBOARD FORM: Designates an electronic form, created by the Company and made available to the Users of the Software at the request of a Sponsor. The DOQBOARD FORMS allow Users to participate in a project and anonymously share Data between participants in this project.
- Authorized Computers: Refers to the machines by which the Software will be run.
Acceptance of these GCSU implies acceptance of the GCSU applicable to the DOQBOARD FORMS (accessible at the following link: https://www.doqboard.com/gcsu/doqboardforms), the two services being articulated and interconnected and understood as a whole.
ARTICLE 1. APPLICATION OF GENERAL CONDITIONS OF SALE – OPPOSABILITY
These General Conditions of Sale and Use (GCSU) constitute the basis of the commercial negotiation and are systematically addressed, delivered or accessible online or physically to each buyer to enable him to place an order.
Any contrary condition opposed by the buyer will be, therefore, in the absence of express acceptance, unenforceable to the seller, regardless of when it may have been brought to his attention.
Regarding the rules applicable to DOQBOARD FORMS, the GCSU applicable to them will prevail over any other agreement.
The fact that the seller does not prevail at a given time of any of these GCSU cannot be interpreted as a waiver of any subsequent use of any of these conditions.
ARTICLE 2: DESCRIPTION OF THE SERVICES
2.1. Description of services
The services provided by SURG UP SARL are essentially:
- Maintenance and delivery services of the Software for surgeons and practitioners carrying out interventional procedures, all specialties combined
- The provision of forms for surgical, studies and surveys (DOQBOARD FORMS), created by the Company and made available to Users of the DOQBOARD application at the request of Sponsors wishing to design studies.
2.2. Singularity of the Software
The Customers, Sponsors and Users of DOQBOARD and DOQBOARD FORMS collect and enter the Medical Data relating to patients, in accordance with the rules applicable to them and under their sole responsibility.
They are responsible for collecting any patient consent that may be necessary prior to the collection, storage or use of any data.
In general, any User or Customer is solely responsible for complying with any legal or regulatory obligation to declare and / or provide any information that may be necessary both to patients and to structures (in particular hospitals), authorities or competent bodies, previously participation in a Project.
2.3. Database Harvested
The Company owns the Databases as the Producer of the Databases.
It gives Customers and Users a non-exclusive, non-transferable and non-transferable right of access and use of Databases for the duration and under the conditions contractually subscribed.
The Company has the right to use the Databases collected for the purposes of research and statistical analysis.
2.4 DOQBOARD FORMS
Where applicable, any User may have access to the DOQBOARD FORMS service through his use of the DOQBOARD application.
The terms and conditions of use of the DOQBOARD FORMS are specified in the DOQBOARD FORMS specific GCSUs, accessible at the following link: https://www.doqboard.com/gcsu/doqboardforms.
These DOQBOARD FORMS GCSUs specify how to use these forms and describe the rules applicable to these forms, including:
- Payment terms of the DOQBOARD FORMS
- Supply of the DOQBOARD FORMS
- Access and responsibility in the access to the DOQBOARD FORMS
- Period of validity of the DOQBOARD FORMS
- Termination in the use of the DOQBOARD FORMS
- Confidentiality relating to the use of the data of the DOQBOARD FORMS
- Intellectual property relative to the DOQBOARD FORMS
- Dispute resolution related to the use of DOQBOARD FORMS
2.5. Intellectual Property
The Company owns the rights on the DOQBOARD Brand. It gives Customers and Users the right to access and use its Trademarks, which are non-exclusive, non-transferable and non-transferable. Customers and Users undertake to expressly refer to the Trademarks in their communication with third parties.
They shall not, except with the prior express authorization of the Company:
- The deletion or modification of a protected Mark regularly affixed in their relations with third parties;
- The reproduction, use or unauthorized affixing of a protected trademark of the Company, as well as the use of a duplicate trademark, for products or services identical to those covered by the protection;
They shall likewise prohibit, except with the express prior authorization of the Company, if there is a risk of confusion in the mind of the public:
- The unauthorized reproduction, use or affixing of a protected Mark as well as the use of a Reproduced Mark, for products or services similar to those protected;
- The imitation of a Mark and the use of an imitated Mark, for goods or services identical or similar to those protected.
Customers and Users are informed that any infringement of the Rights of the Company on the Brand and Trademark constitutes an infringement involving the civil liability of its author. The Company owns the rights to the products and services it markets.
Subject to the prior acceptance by the Clients and Users of the relevant GCSUs and Licenses, the Company grants them a non-exclusive, non-transferable and non-transferable right of access and use over its products and services.
The Company owns the DOQBOARD Software.
The acceptance of the terms and conditions of the license to use the Software, confers on the User, for the duration and under the conditions (including financial) defined therein, a license to use the Software, non-exclusive, no transferable and non-transferable, giving access to the other products and services of the Company, in particular to DOQBOARD FORMS.
Any user of a service under the brand DOQBOARD participating in a Project commits himself to respect the GCSU of the DOQBOARD application in all its provisions.
ARTICLE 3: ONLINE APPLICATION, DELIVERY AND SETUP OF THE SOFTWARE IN ITS FREE VERSION (“PRO” license)
Before any order, users request access to the application in its free version (“PRO” license) by completing a form online subscription.
The Company cannot under any circumstances be held liable, implicitly or expressly, with regard to the Clients, Users or Third Parties, on the quality or the content of the data entered into the Site to get access to the DOQBOARD Application, especially if false or incorrect data is provided.
SURG UP SARL then delivers the application to the user by making available electronically (web page and email) a license identifier, a download link for the application installation file and support documents. The email is sent to the email address provided by the user when completing his online request. The application will be installed by the user according to the instructions provided by SURG UP SARL via the installation procedure. To complete the installation, the User must accept the terms of the License Agreement.
In the context of the provision of its services by the Application or through the DOQBOARD FORMS, the Company collects personal data of the Clients and in particular the following data:
- Email address
- Medical specialty
- Place of exercise
- Exercise City
- Bank details
During the installation of the application, SURG UP SARL activates electronically a free software license (“PRO”) by default for the user, providing access to free features of the app for an indefinite period.
ARTICLE 4: ORDER OF THE SOFTWARE IN ITS PAID VERSION (“EXPERT” License)
At any time, the User may place an order for a paid version (“EXPERT” license) of the Software.
To be valid, the order must specify the type and duration of license, the number, the agreed price and the terms of payment.
Orders may be for an “Individual” license or a “Department” license (multi-user). In case of “Department” License, the license type is the same for all users.
These licenses are delivered directly to the Customer electronically upon receipt of the Order.
Regardless of the type of license (“Individual” or “Department”), the order can be made online or requested directly by the Customer. An estimate quotation is then established by SURG UP SARL then sent to the Customer.
The return of the quotation signed by the Customer or the obtaining of his agreement by electronic signature or written by mail is worth order of the Customer on the services mentioned in the estimate. Orders are final, even when taken through sales representatives or employees.
Unless otherwise agreed, the order entails for the buyer acceptance of the seller’s conditions of sale, the acknowledgment of having full knowledge of it and the waiver of his own terms of purchase.
Any request for any modification of the original order can only be made in writing, must be accepted by SURG UP SARL, and authorize this company to issue a complementary invoice beyond the initial offer, possibly allowing, and if necessary, the extension of the execution period.
ARTICLE 5 : LICENSE RATE (“EXPERT” License)
The products are supplied at the prices in force at the time of placing the order and taking into account the VAT applicable on the date of the order. The currency is indicated on the quote.
Unless otherwise agreed, the prices in the order are only valid for a maximum of 1 month. The applicable price is the one in force on the day of the electronic delivery of the license. Unless otherwise agreed, the prices are net, excluding taxes on the basis of an annual commitment and on the prices communicated to the buyer. License fees and tax rates may vary by geographic area.
Any tax, duty or other benefit payable under the French regulations or those of an importing country or a transit country shall be borne by the purchaser.
ARTICLE 6 : INVOICING (“EXPERT” License)
An invoice is issued and issued upon the electronic delivery of the license. It opens a payment period of up to 30 days.
ARTICLE 7 : PAYMENT (“EXPERT” License)
Payment for access to the Software in its paid version (“EXPERT” license) is carried out separately.
In case of online order, the Customer agrees in this context to pay for access through monthly or annual wire transfers after establishment of authorizations provided by the customer through the communication of its credit card data. This authorization validation will be done online via the payment module STRIPE in accordance with the general conditions of STRIPE accessible at this link: https://stripe.com/fr/legal
In case of order by acceptance of a quote, the payment will be made by bank transfer or by credit card or bank check sent by post to SURG UP SARL, 107 Allée François Mitterrand, 76100 ROUEN. If applicable, credit card authorization will be made online via the STRIPE payment module in accordance with the STRIPE general conditions available at this link: https://stripe.com/legal
7.2. Payment delays
Unless otherwise agreed, payments will be made under the following conditions: payment at 30 days, upon presentation of the invoice, by bank transfer or check, according to the payment terms mentioned on the quote of the customer.
In case of use of the STRIPE online payment module, payment is made immediately by credit card. Any other method of payment must be the subject to a specific agreement and may incur costs.
7.3. Delay or Defaults
In the event of late payment, the seller may suspend the rights of access to the Software, without prejudice to any other course of action. The rights will be available again when the payment is credited to the account and identified by SURG UP SARL.
Any sum not paid on the due date appearing on the invoice entails automatically from the day following the date of payment on the invoice the application of penalties equal to 3 times the legal interest rate. a lump sum recovery payment of €40 (Law 2012-387 of March 22, 2012).
In case of default of payment, forty-eight hours after a formal notice remained unsuccessful, the sale may be terminated automatically if it seems good to the seller. The resolution will affect not only the order in question but also any previous unpaid orders, whether delivered or being delivered and whether or not their payment has expired.
In all the preceding cases, the sums that would be due for other deliveries, or for any other reason, will become immediately due if the seller does not opt for the resolution of the corresponding orders.
The buyer will have to reimburse all the costs incurred by the litigation 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 prior written agreement of the seller. Any partial payment will be deducted first on the sums whose payability is the oldest.
The seller does not intend to grant any discount for payment in cash or at a date earlier than that resulting from the general conditions of sale.
7.4 Access to the use of the Software in its paid version (License « EXPERT ») and end of use
The Customer may continue or terminate the use of the Software in its paid version (“EXPERT” License) under the following conditions:
- Regardless of the type of license (“Individual” or “Department”), the commitment of the Client is annual and tacitly renewed on each anniversary of the first subscription.
- Thirty days before the anniversary date of the renewed commitment contract, SURG UP SARL will send each year an information email sent to the customer to inform him of the automatic renewal of his commitment. The customer can position himself before the renewal of the contract if he wishes to put an end to his contract or if he wishes to obtain a new estimate for the new year of use.
- At any time, the Customer may terminate his employment contract, which will come into force at the end of the current commitment period at the time of termination of the contract.
- Upon expiry of the contract of engagement, the Customer may continue to use the Software in its free version (“PRO” license) for an indefinite period.
ARTICLE 8: EXLUSION OF LIABILITY
The Customer waives the search for the liability of SURG UP SARL in the event of damage occurring as a result of the use of the Software, or any document entrusted to it.
It is further agreed that SURG UP SARL will incur no liability for any loss of profit, commercial disturbance that the Customer would suffer, any claim or claim made against the customer from any third party, he is.
ARTICLE 9: DATA PROTECTION ACT
In accordance with the Data Protection Act 78-17 of 06/01/1978, customers and prospects who have transmitted personal information to SURG UP SARL have a right of access, rectification, modification and deletion of data concerning them. All customers and prospects can exercise this right by writing to the head office of SURG UP SARL, 107 Allée François Mitterrand 76100 Rouen, France.
ARTICLE 10: APPLICABLE LAW AND CONFERRAL OF JURISDICTION
The present contract is integrally subjected to the French law. In the event of any dispute arising in connection with the interpretation or execution of this contract, the parties will endeavor to settle it amicably prior to any legal action. In case of persistent disagreement on the interpretation or execution of this contract, exclusive jurisdiction is assigned to the Courts of Rouen, notwithstanding plurality of defendants or warranty claim, even for emergency procedures or precautionary procedures.
ARTICLE 11: COMPLAINTS
Any complaint and / or challenge of the client against SURG UP SARL must be made by the customer no later than 48 hours from their generating event, under pain of forfeiture, on the address email@example.com.
ARTICLE 12: MAINTENANCE CLAUSE
The maintenance clause applies to paid products and services, contracted between SURG UP SARL and the customer. It is carried out exclusively at a distance, by accessing a telephone number (+33) 2 78 77 54 18 and an email address firstname.lastname@example.org from the company SURG UP SARL to ask him any questions relating to the use and operation of the application and if necessary correct any malfunction, by remote control of the customer’s computer (requiring the installation by it of the remote access application recommended by SURG UP SARL). It is exercised during the period of validity of the license of the Software.
Any additional maintenance beyond the original order (annual evolutionary and corrective maintenance of the Software) can only be done in writing, must be accepted by the company SURG UP SARL, and authorize this company to issue a complementary invoice beyond the initial offer, possibly allowing, and if necessary, the extension of the execution period.