General Conditions of Sale and Use of the Doqboard Forms
SURG UP Company
SARL with capital of €102 060,00
RCS ROUEN n° 507 917 060
Headquartered at: 107 Allée François Mitterrand – 76100 ROUEN, FRANCE
VAT intra-community number: FR 17 507 917 060
Phone: (+33) 02 78 77 54 18
These “General Terms and Conditions of Sale and Use” hereinafter referred to as “GCSU” describe the terms and conditions of use applicable to any order of DOQBOARD FORMS.
These GCSU are supplemented by specific additional or additional references to the “Quotes”.
Accepted GCSU and Quote express the entire agreement of the Parties and cannot be modified without the express written consent of SURG UP SARL.
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 the Sponsor of a Project who has ordered a DOQBOARD FORM.
- 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 that has defined the specific parameters.
- User: Refers to any medical researcher authorized to use the DOQBOARD application.
- Purchase Order: Refers to the quotation accepted by the Customer.
- 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 or pseudonymized data: Refers to any personal medical data, after deletion or replacement by the Company of personal information or likely to allow the direct identification of patients.
- Databases: Refers to all anonymized or pseudonymized data.
- Duration of the Project: The Duration of the Project is mentioned on the Order Form. If no mention is made, the Project is deemed to be concluded for a period of 12 months.
- End of the Project: The launched project ends on the date mentioned on the order form. If no mention is made, the End of the Project is deemed to be the anniversary of the first Purchase Order.
- 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.
- 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 electronic 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 Sponsors. 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 General Conditions implies acceptance of the General Conditions applicable to the DOQBOARD Application (accessible at the following link: https://www.doqboard.com/gcsu/doqboardapp), the two services being articulated and interconnected and understood as a whole.
2. QUOTE – ORDER
For each DOQBOARD FORM, the quotation is established before any order, on the basis of the specific parameters of the Project defined by the Customer.
The acceptance of the quote and these GCSU is worth firm order and acceptance subject to any special conditions.
No modification may be made to the Order by the Customer unless expressly agreed in writing by the Company.
After prior information from the Client, the Company reserves the right to modify at any time the content and operation of the DOQBOARD FORMS in order to ensure its evolution, by any means, without the modifications being made to modify the order.
3. RATES – CONDITIONS OF PAYMENT
The DOQBOARD FORMS are billed at the rate in force on the date of the order or on the basis of the particular commercial offer that may be agreed with the Customer.
Prices are firm and not subject to revision during the period of validity indicated on the Quotation. They are subject to VAT in force in France to the order, except international convention other.
Taxes, fees, duties and other benefits payable under the French regulations or by an importing or transit country are the responsibility of the Customer.
3.2. Terms and deadlines for payment
Payment is made in several installments, specified in the Quotation:
- First deposit: on the Order;
- Second deposit: after the provision of the DOQBOARD FORM;
- Different deposits, depending on the duration of the Project;
- The balance of the benefit, at the end of the Project.
An advance invoice is issued at each of these due dates and payable thirty days after the date of the invoice.
3.3. Delay or non-payment
The late payment of a due invoice authorizes the Company to suspend all the services including the provision of the DOQBOARD FORM, forty-eight hours after a formal notice of 8 days not followed by effect, sent to the Customer by any means, including computer.
The non-payment of any sum on the agreed date automatically entails the application of a penalty equal to 3 times the legal interest rate and a lump sum recovery fee of €40.
No discount is granted in case of early payment of invoices.
4. SUPPLY OF DOQBOARD FORMS
The use of a DOQBOARD FORM requires at least:
- The ownership of computer hardware and network configuration of sufficient power corresponding at least to those indicated in the installation procedure;
- An active and sufficient connection to the internet;
- The possession of the current use licenses for the DOQBOARD application.
The User is solely responsible for the installation of software and applications necessary for the operation of the DOQBOARD FORMS, on a computer meeting the required configuration conditions communicated by the Company on the Site. The responsibility of the Company can not in any case be sought because of any damage whatsoever resulting from a failure or insufficiency, whatever its origin, of the IT installation or networks of the user.
4.2. Creation of a DOQBOARD FORM
The creation of a DOQBOARD FORM requires the prior definition by the Customer of the specific Project Parameters (such as: duration, composition of the form, number of participating centers, study protocol, invitation procedure centers to participate in the Project …).
Upon receipt of all necessary parameters, the Company creates the form within an indicative period of 30 days, subject to subsequent modifications by the Customer. No modification is possible after its validation, except with the express agreement of the Company.
Any modification may incur additional costs and must comply with the prior procedure of Articles 2 and 3.
4.3. Delivery of a DOQBOARD FORM
The DOQBOARD FORM validated by the Customer is “delivered” by its provision and uploading on the servers of the Company, upon receipt of the payment of the corresponding deposit.
4.4. Access to DOQBOARD FORMS
May access the DOQBOARD FORMS: the Client, the Users authorized from the outset as part of the Project, and any person who has received an “invitation to join the Project” to the exclusion of any other.
The “Invitations to join the Project” are set by the Company on the basis of the criteria and requests of the Client (invitations nominative or not, use or not of a code invitation, maximum number of participants, etc.).
4.4.2. Prerequisites and licenses
Access to the DOQBOARD FORMS requires in all cases, in addition to the prerequisites of Article 4.1, the possession by the Users of the required user licenses and in particular the DOQBOARD application.
The procedure for accessing DOQBOARD FORMS is described in the DOQBOARD application.
The Users of the DOQBOARD Application, are solely responsible for the activity of their account and its use, by themselves or by third parties, authorized or not.
They guarantee the confidentiality of their parameters, identifiers and connection codes that they must preserve by all means.
The Company cannot be held liable in the event of misuse of the DOQBOARD FORMS or the Project, regardless of its extent, form or consequences.
It is accessible on the following address: email@example.com and at the following telephone number: (+33) 02 78 77 54 18.
5. DURATION OF VALIDITY
5.1. Project Duration
The DOQBOARD FORMS are created for the duration of the project.
At the end, the Customer who wishes to extend or renew the Project must fulfill a new Purchase Order, under the conditions of articles 2 and 3 above, to continue to benefit from the service DOQBOARD FORMS.
During the Project Period, the User and the Customer have access to the DOQBOARD FORMS and Data via the DOQBOARD application with the right to use and use this Data.
After the End of the Project, the User and the Customer retain a strictly consultative right of access to the DOQBOARD FORMS, the Project Data and the statistical elements, as of the date of the End of the Project. The Parties agree that the DOQBOARD FORMS remain the property of the Company.
The consultative right of access after the End of the Project is granted for an indefinite duration and not guaranteed in time, within the limits of the functionalities of the application DOQBOARD accessible after the end of the Project (as described in the GCSU of the DOQBOARD application).
6. ANTICIPATED TERMINATION OF THE CONTRACT
6.1. The contract is concluded for the duration of the Project. No early termination is possible, unless there is a serious breach of its obligations by either party. The parties agree that by definition, violations of any of the provisions of Sections 2, 3, 4, 6, 7 or 8 of this Agreement are considered “serious”.
6.2. The party victim of a serious breach of its obligations may request the termination of the contract, 8 days after 2 unsuccessful formalities, spaced 8 days.
6.3. The early termination of the order by the Company, in the event of a breach by the Customer, authorizes him to immediately suspend or terminate the access of the Client and Users to the Company’s products and services, including advisory access. the DOQBOARD FORMS and the Data entered and saved on the Company’s servers.
Failing Customers or Users are solely responsible for the possible consequences of the suspension or closure of their access under the conditions described above.
They cannot claim any compensation from the Company due to the possible harmful consequences for themselves or for third parties due to the suspension or closure of their access, regardless of the consequences, direct or indirect.
6.4. The early termination of the order by the Company, under the conditions set out in this article, authorizes the Company to retain the deposits already received and immediately makes the balance of the invoice due at the end of the project payable, which amounts remain fully vested in the Company. as a criminal indemnity, notwithstanding the termination or early termination of the contract and without prejudice to any claim for damages by the Company to compensate for the actual damages suffered as a result of the breaches alleged.
7. CONFIDENTIALITY OF DATA
7.1. Personal Data
Customers and Users are informed that their personal data are processed automatically by the Company for the purposes of the administrative, financial and technical processing of their Orders (Article 32 of Law no. 78-17 of 6 January 1978 as amended).
They may at any time exercise on these Personal Data their right of access, rectification and cancellation and oppose their treatment for any legitimate reason (article 32 of the law no 78-17 of January 6th, 1978 modified).
To do this, they must send their request by registered mail with acknowledgment of receipt or any other means proving their sending to: SURG UP Company – Customer Service – 107 Allée François Mitterrand – 76100 ROUEN or firstname.lastname@example.org.
They are informed that the exercise of this right may make them inaccessible to all or part of the access to the Company’s products and services.
7.2. Personal Medical Data
7.2.1. Anonymization of Data
Personal Medical Data entered by Users or Clients is anonymized prior to export from the DOQBOARD application to the Company’s servers where they are stored in Databases.
They are used for medical research purposes or statistical analysis.
7.2.2. Compliance with obligations
The Project Participants, users of the DOQBOARD application, collect and enter the Medical Data related 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. The Company cannot be held responsible for the non-respect of these obligations.
7.3. Non-disclosure of personal data
In general, the Company undertakes not to divulge in any respect the personal or medical data entrusted to it.
8. INTELLECTUAL PROPERTY
The Company owns the rights to its Trademarks.
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 the Mark constitutes an infringement involving the civil liability of its author.
8.2. Products and Services
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 GTCUs 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.
It is reminded to users that the Software may only be used:
- By the User for his own use and needs, to the exclusion of any use for the benefit of third parties (with the exception of the patients directly concerned)
- Only in a objective in accordance with the provisions and limitations provided by the purchase order;
- Only on Authorized Computers;
Any user of a DOQBOARD FORM participating in a Project undertakes to respect the License Agreement of the DOQBOARD application in all its provisions.
The violation of any of its provisions results in the early termination of the Contract under the conditions of Article 6 above.
The Company owns Databases as the Producer of 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 purpose of research and statistical analyses in compliance with the provisions of article 7 above.
The guarantee of SURG UP SARL is strictly limited to the delivery and the good functioning of the products and services that it markets.
9.2. Exclusions of Warranty
The Company cannot under any circumstances be held liable, implicitly or expressly, with regard to the Clients, Users or Third Parties to the Project, the quality or the content of the data entered in the Software within the framework of Project, which are entered under the sole and complete responsibility of the Project participants.
The Company can not in any way be held liable for the results of the Project calculated on the basis of the data entered in the Software by the Project participants.
Finally, the Company can in no way be held responsible for the interpretation or the meaning given to these results by Users and Customers, who assume full responsibility for them.
Customers and Users acknowledge and accept the fact that the Company has at no stage of the use of its products and services no role of scientific adviser, nor any control whatsoever on the methodologies implemented to achieve the project.
The use of the Data by the Customer and the Users comes under their sole responsibility and at their own risk.
Consequently, the Company cannot under any circumstances incur any liability for direct or indirect damages that may arise from the interpretation and / or use of the data or results of the Studies, especially if this information does not correspond to that expected or announced by the Sponsors or Users.
By express agreement between the Parties, are considered as direct or indirect damages any moral or commercial damage, loss of profits, turnover, orders, income, customer, loss of data, reputation or image, as well as any action directed against it by a third party and the consequences resulting therefrom.
9.3. With regard in particular to the DOQBOARD FORMS and their use, the Customer and the Users declare to accept the characteristics and the limits of an online service, which the Company cannot under any circumstances guarantee. The Client and the Users recognize in particular:
– That they are informed of the risks of the online consultation, in particular with regard to response times;
– That it is up to them to take all necessary measures to ensure the technical and computer means allowing the best access to the DOQBOARD application and the DOQBOARD FORMS;
– That it is up to them to take all the necessary measures to ensure the protection of the Data they host, which is not the responsibility of the Company;
– That it is up to them to use the functionalities present in the software to save their Data
9.4. The Company declines any responsibility in case of loss of data or damage suffered by the Customer, the User or any third party due to fraudulent use of his unauthorized account or not complying with the rules defined above.
Thus, SURG UP SARL cannot be held responsible if the User had acted as follows:
- Use in the context of the Services any element or content that would infringe the intellectual and industrial property rights, the right to privacy and / or the right to the image and / or to any other right of others;
- Create, use, share and / or publish by any means (forum, public profile or other) within the framework of the Services any material (text, words, images, sounds, videos, etc.) or content that would have, at the corporate judgment, aggressive, threatening, malicious, defamatory, deceptive, pornographic, pedophile, obscene, vulgar, racist, xenophobic, hateful, sexually explicit, violent, contrary to morality or otherwise objectionable;
- Create, use, share and / or publish by any means (forum, public profile or other) within the framework of the Services, any material (text, words, images, sounds, videos, etc.) that would constitute the violation of an obligation of confidentiality or that would incite to commit an illegal activity (in particular, piracy, cracking or diffusion of counterfeit software);
- Conduct activities aimed at accessing elements or functionalities of the Services the use of which has not been authorized by the Company;
- Modify, translate, adapt, reproduce, index, copy and / or extract any information, any software, any product or any other element or part of the Content or the Services, by any means without the express prior authorization of the Company;
- Modify, distort, block, abnormally burden, disrupt, slow down, and / or interfere with the normal operation of any or all of the Services, or their accessibility to other users, or the operation of the Service Partner networks, or attempt to All the foregoing;
- Transmit or spread any virus, trojan, worm, bomb, corrupted file and / or similar destruction device or corrupted data to the Database produced by the License, the DOQBOARD Application or the Sites;
- Organize, participate or be involved in any way in an attack on the Company’s servers and / or the Services and / or the servers and / or services of its service providers and partners;
- Harassing other users of the Site, sending them unsolicited messages for the purpose of commercial prospecting, using the Services for investigation, contest, pyramid selling or similar operations, or sending emailing, spam or any unsolicited advertising or promotional material, whether for commercial or non-commercial purposes;
- Use the Account of another user of the Site, impersonate another person or assign you a false quality in the relations with any natural or legal person within the framework of the Services or by using the Services;
9.5. The Company can not in any way be held responsible for the total or partial cancellation of the access to the DOQBOARD FORMS services consecutive to the exercise by the Customer or the User of his right to rectify or delete the character data. referred to in Article 7.1 where the corrected or deleted elements are necessary for the proper functioning of the service.
9.6. The Company cannot any way be held responsible for the consequences of early termination of the contract and the Project under the conditions and for the reasons described in article 6 above.
9.7. Access to the Data after the End of the Project is a service provided free of charge to Users without a guarantee of duration, the suspension or suspension of which can not in any case incur the contractual or tortious liability of the Company.
10. FORCE MAJEURE
The Parties cannot be held responsible for the non-fulfillment of their obligations provided for in the GCSU, if this non-performance is due to a case of force majeure, as defined by the most usual jurisprudence in the matter (and in particular for acts of war, riot, strike, natural disaster, an act of piracy of computer systems or a malfunction of telecommunications).
11. AMICABLE DISPUTE RESOLUTION
Any dispute arising from the interpretation or the execution of these GTCU, must be submitted before the referral of any other jurisdiction to a procedure of conventional mediation with the ROUEN Chamber of Commerce or any other alternative mode Dispute Resolution. In the event of failure of the conventional mediation attempt before the ROUEN Chamber of Commerce or any other alternative dispute resolution process, the jurisdiction clause below is used.
12. APPLICABLE LAW – INTERPRETATION – ATTRIBUTION OF JURISDICTION
These GTCU are subject both for their interpretation and for their execution to French Law. In case of difficulty in interpreting or understanding one of the provisions of the GTCU, the French version is the only text taken into consideration as a reference for the resolution of this difficulty. Any disputes that may arise in relations with Customers, on the formation, execution, interpretation, termination or resolution of the contract, including for precautionary procedures, emergency procedures, in the event of summary proceedings, any other proceedings, are subject to the exclusive jurisdiction of the competent courts in the jurisdiction of the registered office of SURG UP, namely the competent courts in Rouen.