General Conditions of Sale and Use (GCSU)

DOQBOARD Company

Doqboard is a SAS i.e a simplified joint-stock company with a capital of € 62,735.93, registered with the French Commercial Register of Rouen under number 507917060.

The corporation is located at 14 Rue Jacques Monod - 76130 MONT-SAINT-AIGNAN, FRANCE under VAT intra-community number: FR 17 507 917 060

Phone: (+33) 027-877-5418
Website: www.doqboard.com

DEFINITIONS

The following terms in these General Conditions of Sale and Use have the meaning set out below:

The Company: indicates DOQBOARD Company
Application: refers to the DOQBOARD solution designed and developed by the Company and including all related documentation. The Application is a clinical project management platform, allowing practitioners and healthcare professionals to lead and participate in projects, in particular, through electronic forms and clinical databases creation, distribution, and sharing.
User: indicates any natural person or legal entity authorized to use the Application.
Project: refers to any clinical project and study carried by a User, and implemented with the Application, supports, and services provided by the Company.
Client: refers to a legal person or a natural person who has obtained access to the paid versions of the solutions and services offered by the Company.
Part: Refers to the DOQBOARD Company or the Client whose name is mentioned on the Purchase Order.
Purchase Order: refers to any request for access to a paid version of the Application or of services marketed by the Company, the initial order form and any subsequent order forms, as well as any invoice issued by the Company and paid by the Client, unambiguously defining the type of subscription to the Application and its frequency.
Trademarks: refers to the trademarks and logos used or registered by the Company on which the Company can claim anteriority.
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 deletion of personal information or likely to allow direct identification of patients.
Databases: refers to all personal data collected by the Application's Users.
The Website: indicated the DOQBOARD website: https://doqboard.com
Use License or Subscription: indicates the contract by which the Company defines the conditions of access by the Client and the Users to the Application. The License type is mentioned in the Purchase Order or agreed at the time of subscription with the Company. It can be either: PRO (free), ADVANCED, EXPERT, TEAM ADVANCED, TEAM EXPERT, ASSOCIATION, or INDUSTRY.

ARTICLE 1: Application of General Conditions Of Sale – Opposability

These General Conditions of Sale and Use (GCSU) constitute the basis of commercial negotiation and are systematically sent, delivered, or accessible online or physically to each buyer to enable him to place an order.

Therefore, in the absence of express acceptance, any contrary condition opposed by the buyer will be unenforceable against 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 claim himself at some point of any of these GCSU cannot be interpreted as a waiver of his subsequent reliance on any of said conditions.

ARTICLE 2: Description of the service provisions

2.1. Description of services

The services provided by the Company are essentially marketing, maintenance, Application support, and delivery, as well as clinical projects realization support services (forms, participant or documentation management, etc.) intended for its Users or Clients, whether they are health professionals or health players.

2.2. Compliance with current regulations
Clients and Users of the Application undertake to respect the ethical, professional, and deontological rules concerning them, as well as any applicable regulations in the context of the Application use.

Clients and Users of the Application collect, enter, or access relating to patients Clinical Data in compliance with the rules applicable to them and under their sole responsibility. They undertake in particular to comply with the in-force regulations relating in particular to the information due to patients and the collection of their consent that may be necessary before the collection, storage, or use of any data concerning them. Also, any User or Client agrees to comply and is solely responsible for being compliant with the regulations in force in his country governing the activities of Medical Research or the collection and use of clinical patient data. In particular, the User or Client is responsible for complying with any regulations related to the retention period of data and their deletion. As for the Company, it undertakes not to retain any copy of the data from the moment the user or client has deleted them.

Therefore, any User or Client undertakes, by accepting these General Conditions, to comply with these legal and regulatory obligations. Under no circumstances can the Company be held responsible for the non-respect of a User or Client to comply with its regulatory obligations.

2.3. Personal Data Management

Two types of Personal Data may be collected when using the Application or the services provided by the Company:

Personal data of Users and Clients, in particular the following data: last name, first name, title, email address, country, medical specialty, place of practice, city of practice, bank details ...
Personal clinical data regarding 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 entire confidentiality of the collected Personal Data 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.

The User, by accepting these General Conditions, consents to the collection of personal information regarding him/her and consents to the communication of his/her identity when carrying out or participating in collaborative team or multi-center projects. For all the data collected, the Company undertakes to comply with the General Data Protection Regulations (GDPR).

Users undertake to only collect identifying data from patients when this is strictly necessary for carrying out their Projects, according to the regulatory framework in force, and, when this collection is necessary, to use the functionalities of the Application allowing to protect the identifying data of patients. In particular, they undertake to declare these variables as “Patient Identification Data” when creating a form in a Project (using the corresponding variable element or clicking on the “mark as identifier” button), thus, in multicentric studies, the concerned field are automatically anonymized by the Application and excluded from statistical processing (“Results” and exports section).

Access to Identifying Clinical Data is exclusively reserved to the User who entered them and to Users invited by the latter to collaborate as a team within the Project (Users who are members of the same team only).

When managing multicentric projects, the Users participating in this Project agree, for the Project's purposes, to share the related project's anonymized Clinical Data, with the other participants to the Project.

The Company owns the Databases as Producer thereof. It gives Clients and Users a non-exclusive, non-transferable, and non-assignable right to access and use the Databases for the duration and under the contractual conditions subscribed to. The Company has the entitlement of access to stored data for support and statistical analysis purposes.

The Application, its PLC, and its Databases are protected by a Health Data certified hosting (HDH) subscribed by the Company with the CLARANET SAS corporation, and whose certificate is accessible at this link: https://www.claranet.fr/claranet/certifications-et-partenaires/certification-hds.

2.4. Intellectual Property

The Company is owning rights over the Trademark DOQBOARD. It grants Clients and Users a non-exclusive, non-transferable, and non-assignable right to access and use its Trademarks. Clients and Users undertake to refer expressly to the Trademarks in their communication with third parties.

They are refraining, except with the express prior authorization of 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 refrained, except with the express prior authorization of the Company, if this may result in a risk of confusion in the mind of the public:

the unauthorized reproduction, use, or affixing of a protected Trademark, as well as the use of a reproduced Trademark for products or services similar to those protected;
the imitation of a Trademark and the use of an imitated Trademark for identical or similar products or services to those protected.

Clients and Users are noticed that any attempt to the Company's Trademarks rights 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 Clients and Users of the present General Conditions and related Use Licenses, the Company grants them a non-exclusive, non-transferable right of access and use.
The Company owns the DOQBOARD Application.

Acceptance of the terms and conditions of the license to use his Application, confers on the User or the Customer, for the duration and under the conditions (in particular financial) defined therein, a license to use his Application, non-exclusive, non-transferable, and non-assignable, allowing to access to the Company's other products and services.
Any User of a product or service under the DOQBOARD brand participating in a Project undertakes to comply with the General Conditions of the Application in all its provisions.

ARTICLE 3: Article 3: Registration and access to the Application

Apart from any Purchase Order, Users can access the Application by registering on the website and specifying their User profile: Individual (Practitioner, Internal, Assistant) or Organization (Association, Industrial).

By registering, the User undertakes to provide the Company with exact information regarding him/her. The Company cannot in any way be held responsible, implicitly or expressly, about Customers, Users or Third Parties, for the quality or content of the personal information provided on the Website to obtain access to the Application, in particular in the event of false information or erroneous information.

However, the Company reserves access to the Application only to authorized health professionals and therefore verifies the profile of each Practitioner or Internal User using the information they provide when filling out their profile:

The user's email address is verified through the sending of an email to this address, asking the user to click on a link to confirm his/her address and activate his/her user account.
The Company also verifies the professional quality of the User, via the information he/she has provided when completing his profile. If the Company is unable to verify the User's professional identity, it may decide to request additional information from the User justifying his status as a practitioner or health professional. If it is impossible to verify the User's profile, the Company reserves the right not to give the User access to the Application.
When the User's profile has been verified, he/she is authorized by the Company to use the Application.

Depending on the type of account, individual Users (practitioners, interns, assistants) can access various functions by simply registering. Assistant type profiles cannot create a Project and can only join a Project 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 his/her account, a User chooses a username and password, which must be kept confidential. In particular, he/she undertakes not to communicate his/her username and password to any third party. The user also undertakes, as soon as he/she is connected, not to allow free access to his/her account to third parties, whatever they may be. Finally, when he/she invites a person to join one of his projects or teams, he/she undertakes to invite-only authorized people to participate in the Project or actual members of his/her team.
In the event of a noticing or suspicion of non-compliance with the General Conditions by the user, in particular fraudulent or administered activity, declarations of false information, theft of identity within a user, non-compliance with ethical or regulatory rules incumbent on users, the Company may suspend a user's access to his/her account, or even delete it, without the user being able to oppose it. In this context, and before deleting a user's account, the Company undertakes to grant the user a period during which he can provide the elements necessary for the Company's analysis of its activities.

ARTICLE 4: Order of the Application in its paid versions

At any time, the User may place an order for a paid version of the Software (ADVANCED, EXPERT, TEAM ADVANCED, TEAM EXPERT, ASSOCIATION, or INDUSTRY).
To be valid, the Order must specify the license type, its periodicity (annual or monthly), the agreed price, and the terms of payment.

These licenses are delivered by the Company to the Client electronically, upon receipt of the Order, by modifying their type of access to the Application.

Whatever the type of license is, the order can be made online or be the subject of a request for a quotation from the Client. The quotation is then established by the Company and then sent to the Client.
The return of the quotation signed by the Client or the agreement obtaining by electronic signature or written by email are equivalent to the Client's order for the services mentioned in the quotation. 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 Conditions, the recognition of having full knowledge of them, and the waiver of his own purchasing conditions.

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 period.

ARTICLE 5: Pricing (paid licenses)

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, as displayed on the Website. Unless otherwise agreed, the prices are net, excluding taxes based on an annual commitment and the prices communicated to the buyer. License fees and tax rates may vary by geographic area.

Any tax, duty or another 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 (paid licenses)

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 (paid licenses)

7.1 Terms

Payment for access to the Software in its paid versions is carried out separately.
In the case of an online order, the Client agrees in this context to pay for access through monthly or annual wire transfers after the establishment of authorizations provided by the Client through the communication of its credit card data. This authorization validation will be done online via the payment module STRIPE following the general conditions of STRIPE accessible at this link: https://stripe.com/legal

In case of order through paper or electronic quotation acceptance, payment will be made by bank transfer or by direct debit from a bank card or by check sent by post to DOQBOARD, 14 rue Jacques MONOD, 76130 MONT-SAINT-AIGNAN. If applicable, the validation of authorization of debit on a bank card will be done online via the STRIPE payment module following the general conditions of STRIPE accessible on this link: https://stripe.com/fr/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 quotation 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 subject to a specific agreement and may incur costs.

7.3. Payment delays or defaults
In the event of late payment, the seller may suspend the rights of access to the Application, 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 the Company.

Any sum not paid on the due date appearing on the invoice automatically entails, from the day following the payment date indicated on the said invoice, the application of penalties in an amount equal to 3 times the legal interest rate and a lump sum recovery indemnity of €40 (according to the French Corporate 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 the seller sees fit. The resolution will affect not only the order in question but also all previous unpaid orders, whether delivered or in current delivery, and whether their payment is due or not.

In all the preceding cases, the sums that would be due for other deliveries, or 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 Continuation and termination of the use of the Application in its paid versions

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

Regardless of the type of license, the commitment of the Client (annual or monthly) is tacitly renewed on each anniversary of the first subscription.
For annual commitments, thirty days before the anniversary date of the renewed commitment contract, the Company will send each year an information email sent to the Client to inform him/her of the automatic renewal of his commitment. The Client can position himself/herself before the renewal of the contract if he/she wishes to put an end to his/her contract or if he/she wishes to obtain a new estimate for the new year of use.
At any time, the Client may terminate his/her commitment contract, which will come into force at the end of the current commitment period (as invoiced) at the time of termination of the contract.
Upon expiry of the contract of engagement, the Client may continue to use the Application in its free version ("PRO") for an unlimited period.

ARTICLE 8: Exclusion of liability

The Customer waives any liability for the Company in the event of damage resulting from 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, a commercial disturbance that the Client would suffer, request, or claim made against the Client from a third party, whatever it may be.

ARTICLE 9: Data Protection Act

Following the French Data Protection Act, 78-17 of 06/01/1978, Clients and prospects who have transmitted personal information to the Company 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 DOQBOARD, 3501 Route de Neufchâtel, 76230 Bois-Guillaume, France.

ARTICLE 10: Applicable law and attribution of jurisdiction

This present contract is fully subject to French law. In the event of a dispute arising in connection with the interpretation or execution of this contract, before any legal action, the parties will endeavor to settle it amicably. In the event of a persistent disagreement (on the interpretation or execution of this contract), exclusive jurisdiction is attributed to the Courts of Rouen, notwithstanding the plurality of defendants or call-in guarantee, even for emergency procedures or conservatory procedures.

ARTICLE 11: Complaints

Any complaint and/or challenge of the Client against the Company must be made by the Client no later than forty-eight hours from their generating event, under pain of forfeiture, at the email address support@doqboard.com.

ARTICLE 12: Maintenance Clause

The maintenance clause applies to paid products and services, contracted between the Company and the Client.

It is carried out exclusively remotely, through access to a telephone number (+33) 278-775-418 and to the Company's email address support@doqboard.com to ask any use-related questions, and the operation of the application (and, if necessary, remedy any malfunction), by taking remote control of the customer's computer (requiring the latter to install the remote access application recommended by the Company).

Any additional maintenance beyond the original order (annual evolutionary and corrective maintenance of the Application) can only be done by writing, must be accepted by the Company, and authorize this company to issue a complementary invoice beyond the initial offer, possibly allowing, and if necessary, the extension of the execution period.