MATOOMA (hereinafter “Matooma”), a simplified joint stock company (société par actions simplifiée), with capital of €904,005, whose registered office is located at Immeuble Le Liner - ZAC de l’Aéroport - 2630 Avenue Georges Frêche - 34470 Pérols, France, registered with the MONTPELLIER RCS under number 751 918 541, represented by its Chairman.
Individual VAT identification number: FR71 751918541
Post: Immeuble Le Liner - ZAC de l’Aéroport - 2630 Avenue Georges Frêche - 34470 Pérols, France
Telephone: +33 4 88 36 07 40
The following terms, the first letter of which is a capital letter, have the meaning set out in this article, whether they are used in the singular or the plural:
- Subscription: right to use the MatooCard and benefit from the Services according to the terms of the Contract between the Customer and Matooma.
- Anomaly: any Service malfunction.
- Subscription Order: a document signed electronically by the Parties, specifying the Customer’s contact, invoicing and delivery information, as well as the Contract’s invoicing terms.
- Customer: the company having signed this Contract, which wishes to use the Services offered by Matooma under the conditions set forth herein.
It is hereby specified that the Customer is responsible for and guarantees compliance by the Users with these general terms and conditions, and the stipulations and obligations arising therefrom.
- Contract: refers to these general terms and conditions, the Commercial Proposal, the Subscription Order, the Account Opening Form and any appendices, as they may be amended, replaced or supplemented by an amendment.
- Customer Requests: All requests concerning the Services and the provision thereof.
- Technical Environment: the Customer’s technical prerequisites and conditions (architecture, hardware, servers, software, etc.) necessary for the use and proper functioning of Matooma’s Services.
- Supplier: Matooma's technical and/or commercial partner, in particular including the Operators.
- Account Opening Form: A form providing information on the Customer, including the identification of Users of the Services, completed by the Customer at the time the Contract is entered into.
- M2Mmanager: SaaS platform made available to the Customer and Users by Matooma to manage the Customer's MatooCards and Communicating Terminals.
- MatooCard: a microprocessor card intended to be introduced into the Communicating Terminal, calibrated for this purpose, and allowing, with no action by a human, the identification, connection and protocolar exchanges of the Customer to receive and/or send data on the networks based on a Subscription.
The MatooCards are the property of the Operators and are made available to the Customers by Matooma.
- MatooWan: a private APN solution to strengthen the security of data transfers between the Operator's infrastructure and the Customer’s infrastructure and facilitate remote access to the Customer's devices.
- Operator: any entity that operates or uses radio electronic communications networks open to the public in accordance with regulatory authorities.
It is hereby specified for all intents and purposes that Matooma is acting for the purposes hereof as an intermediary between the Operator and the Customer, and not as an Operator.
- Party(ies): refers to Matooma and the Customer together, and, individually, either one.
- Commercial Proposal: refers to the document signed electronically by the Parties formalising their reciprocal contractual undertaking in respect of the pricing terms for the Services subscribed by the Customer from Matooma.
- Service(s): refers to one or more of the services offered by Matooma, namely:
The choice of Services subscribed by the Customer is specified in the Commercial Proposal.
- Support: processes Customer Requests and coordinates with Operators.
- Communicating Terminal: any device in the Customer's custody containing a communication module incorporating the MatooCard that allows the transmission of data via electronic communications networks.
- Abnormal Use: any abnormal use of the Services by the Customer or the User, in particular:
- User: any person duly authorised by the Customer to use the M2Mmanager.
Matooma offers outsourcing services for the management of connected objects using public electronic communications networks. Thanks to its specific multi-operator connectivity offering, it provides the Customer with Services to manage connected objects and the consumption of these services via the dedicated M2Mmanager management portal.
These general terms and conditions of service apply, without limitation or reservation, to all Services provided to the Customer by Matooma, as described below.
In this regard, Matooma plays the role of an intermediary between the business Customers who use smart objects, the manufacturers and electronic communications Operators.
Matooma is not an Operator operating an electronic communications network or a provider of electronic communications services to the public; it relies on the networks and electronic communications services of Third-Party Operators and depends on the quality of these networks and Services to provide its own Services under the Contract.
The Customer declares that it read and accepted these general terms and conditions by checking the box provided for this purpose at the time the Customer electronically signed the Commercial Proposal.
Matooma offers the Customer several Services as defined below. The choice of the Services subscribed by the Customer and their terms and conditions are specified in the Commercial Proposal.
The Customer declares that its connectivity requirements for electronic communications (voice, data, SMS) are consistent with the Services offered by Matooma, as specified in the Commercial Proposal. It acknowledges that the use of the Services may not be appropriate to connect medical devices and to carry out transmissions of physical person monitoring data, which may require greater levels of security and availability than the Services offered by Matooma.
The Services offered comply with the regulations in force in France. Matooma may not be held liable in the event of non-compliance with the laws of the country in which the Services are performed or used, which it is the Customer's responsibility to verify.
The M2Mmanager is a SaaS platform accessible via the Internet. The Customer is responsible for providing to its Users and maintaining its devices and Internet access.
Matooma is released from any liability in the event it is impossible to access the M2Mmanager due to an event beyond its control.
Matooma creates a customer space for each Customer and a personal space for each User within the customer space according to the rights defined by the Customer.
The M2Mmanager is a universal platform for all Matooma customers. If the Customer requests the development of a specific feature accepted by Matooma, it may be subject to a quote and, subject to the Customer’s acceptance thereof, additional invoicing.
Matooma will retain ownership of all subsequent developments of a specific feature so that it will necessarily make these developments accessible to all of its customers.
The Customer or the User for whom the Customer is responsible must:
Any use not authorised herein is prohibited and, in particular and without limitation, the Customer and the User for whom the Customer is responsible may not (nor may authorise a third party to):
Within 48 business hours of signing the Contract, Matooma will send the Customer and each User a user ID and password allowing them to connect to their space within the M2Mmanager by email to the address indicated on the Account Opening Form.
These user IDs and passwords are strictly personal. The Customer and each of the Users undertake to guarantee the confidentiality and security thereof.
The entering of user IDs and passwords implies the User and/or the Customer is connecting to their space. In this regard, the Customer is responsible for all activities taking place in its Customer space or the personal space of its Users. This presumption relative to the identification of the User and the Customer may be rebutted by evidence of any event not attributable to the User or the Customer, it being specified that a failure by the User or the Customer to comply with their confidentiality obligation, thereby allowing unauthorised use by a third party, will not allow for the rebuttal of this presumption.
The Customer must immediately inform Matooma if it observes a security breach related in particular to the voluntary communication or misuse of its user IDs or those of the Users so that Matooma can take all appropriate measures without delay to remedy the security breach.
In the event of the loss or misuse of a user ID, the Customer or the User will notify Matooma thereof as soon as possible. Matooma will then reset the account in question by sending them a new password by email. Matooma reserves the right to ask the User or the Customer to provide proof of the User’s or Customer’s identity to avoid any usurpation or hacking of their account.
When any use of their personal space ends, the User or the Customer must log out from the space so that no unauthorised person can access said space without their permission.
Matooma does its utmost to allow the Customer and the User access to the M2Mmanager 24/7, except in the event of force majeure and subject to maintenance periods under the conditions defined below.
Matooma is released from any liability in the event it is impossible to access the M2Mmanager due to a case of force majeure, within the meaning of the provisions of Article 1218 of the French Civil Code, or due to an event which is directly beyond its control (particularly a problem with the devices of the Customer or the User, technical incidents, disruption of the Internet, etc.).
The Customer and the User acknowledge that Matooma’s obligation relative to the availability and proper functioning of the M2Mmanager is a simple obligation of means.
Matooma expressly reserves the right to correct any M2Mmanager Anomaly and also the right to adapt, modify and make improvements without notice to allow for the use thereof in accordance with its purpose. These rights are exercised without any obligation to inform or notify, without prejudice to the other provisions set forth herein.
The User's or the Customer's access to their personal space and/or the M2Mmanager may be temporarily unavailable due to maintenance operations (upgrade, improvement, changes in content, etc.) and/or technical constraints related in particular to the specificities of the Internet.
Matooma makes every effort to make the User’s or Customer’s personal space and/or the M2Mmanager available during business hours and by ensuring maintenance and/or updating operations take place outside business hours.
The User and the Customer acknowledge and agree that the above-mentioned unavailability periods are necessary for the permanent operation of their space and the M2Mmanager and/or are required due to technical constraints over which Matooma has no control. Consequently, the Customer may not, in respect of these periods of unavailability, claim Matooma's liability or payment of any indemnity.
It is hereby specified that any interruption of access to the M2Mmanager does not affect the functioning of the Customer's MatooCards and Communicating Terminals.
The MatooCards, whether mono or multi-operator, allow, via the Subscriptions, the Communicating Terminals to connect to and access the Operators' networks.
The mono-operator MatooCards allow, via the Subscriptions, access to the network of a single Local Operator for any type of use (Data, Voice, SMS).
Multi-operator MatooCards allow, via the Subscriptions, access to the various networks of the Local Operators for any type of use (Data, Voice, SMS).
Matooma provides the Customer with a list of countries and services per area in the Commercial Proposal. This list is based on the roaming agreements of Matooma’s Operators. It may be modified without notice by the Operators and therefore by Matooma, and Matooma may not be held liable in this regard.
The various options and conditions relating to the MatooCards and Subscriptions chosen by the Customer are detailed in the Commercial Proposal.
The Customer alone is responsible for selecting its orders of MatooCards and its Subscriptions.
MatooCard orders are placed by the Customer via a form accessible on the M2Mmanager.
Matooma acknowledges receipt of this order by email.
It is expressly agreed that, unless there is a clear error on the part of Matooma, the data stored in its information system has probative force regarding the orders placed by the Customer.
When confirming the shipment of the order online, the Customer will obtain an order number and a summary of its order. It will find the history and tracking of its orders in its personal account on the M2Mmanager.
No modification or cancellation of the order of MatooCards by the Customer will be taken into account by Matooma after shipment of its order except with the express consent of Matooma.
Matooma endeavours to ship orders for less than one thousand (1,000) MatooCards within a maximum period of three (3) business days from the issuance of the aforementioned acknowledgement of receipt.
For an order concerning more than one thousand (1,000) MatooCards or a specific MatooCard format, Matooma will inform the Customer of the estimated delivery time.
Matooma may use, at its discretion, a professional carrier.
Any shipping costs are to be paid by the Customer and depend on the volume of MatooCards ordered and the place of delivery.
Delivery times for the MatooCards are provided only for information and are not an essential element of the Customer's undertaking. Matooma may not be held liable for a delay in the delivery of the MatooCards. In any event, Matooma's liability is limited to the before-tax amount of the order in question.
Matooma may in no case be held liable in particular:
The Customer is required to verify the apparent condition of the MatooCards upon delivery. It is responsible for issuing reservations in the event of damage or missing items and/or defects, and potentially for refusing the MatooCards and notifying Matooma and the carrier thereof within three (3) business days by registered letter with acknowledgement of receipt.
In the absence of reservations expressly issued in writing by the Customer in the above-mentioned periods and forms, the MatooCards are deemed to be in a quantity and of a quality consistent with the Customer's order and no claim will be accepted.
In the event that reservations are validly issued and proven, the Customer will organise returns at its expense and under its sole responsibility.
Matooma will replace the MatooCards with a new shipment.
The Customer is responsible for installing the MatooCards in any event at its expense.
The Customer will choose the Subscription when the MatooCard is paired.
The time frame for activation of the Subscriptions and therefore the MatooCards is dependent on the Operators. This time frame may not exceed 24 business hours from receipt of the activation request for the mono-operator Subscriptions and four business hours for multi-operator Subscriptions from receipt of the activation request.
The MatooCards provided to the Customer by Matooma as ready-for-use allow for the sending and receipt of national and international electronic communications under the conditions defined in the Commercial Proposal.
The MatooCards, placed under the custody and responsibility of the Customer, remain the exclusive property of the Operator who may replace them at any time:
The Customer alone is responsible for the use and conservation of the MatooCards provided to it.
The Customer undertakes not to:
In the event the MatooCard is used for a contrary purpose, Matooma reserves the right to suspend or terminate the Services under the conditions set out below.
The MatooCards remain the exclusive property of the Operators.
The Customer bears all risks of loss, theft, destruction and damage caused to the MatooCards regardless of the cause thereof and whether or not the risks are covered by the insurance taken out by the Customer.
In the event of a claim regarding a MatooCard, the Customer must:
The Customer is responsible for the use of the MatooCards that have been provided to it and for the payment of all communications made prior to the termination thereof, without exception.
The Customer is no longer liable as of the date of termination of the MatooCard.
In the event of a dispute over the termination date, said date is deemed to be the date of the act of management of the termination of the MatooCard on the M2Mmanager.
The Customer alone will be responsible for the consequences of an untimely termination in any form. Matooma may not be held liable for the consequences of an inaccurate declaration or a declaration that is not filed by the Customer.
The Customer’s purchase of a new Subscription and order of a new MatooCard following a claim results in the invoicing of fees for activation of the new MatooCards according to the conditions stipulated in the Commercial Proposal.
The Customer may suspend, for whatever reason, one or more Subscriptions via the M2Mmanager for an indefinite period. This suspension prevents the receipt and sending of data using the MatooCard.
However, this suspension does not interrupt the invoicing of said Subscriptions. The Customer continues to owe Matooma the payment of all fees due for the suspended Subscriptions as well as those relating to the Services and/or options potentially subscribed for throughout the period of the suspension.
The Customer may at any time request the reinstatement of the Subscription via the M2Mmanager. This reinstatement takes place within a maximum of 24 business hours, at no cost, and allows the receipt and sending of data by the MatooCard associated with the Subscription to resume.
The Customer may terminate its Subscriptions in accordance with the terms and conditions of Article 11.2 hereof.
The MatooWan is a private APN solution that strengthens the security of data transfers between the Parties’ infrastructures and facilitates remote access to the Customer’s Communicating Terminals.
The Customer acknowledges that the MatooWan Service provided by Matooma depends on the services provided by its Suppliers. Matooma may not be held liable for any breach by the Suppliers of their obligations.
The MatooWan is an optional Service provided only to Customers who subscribe to this Service. The Customer’s choice of the MatooWan Service is specified in the Customer's Commercial Proposal.
The Customer must choose between a dedicated APN and shared private APN, the features of which are detailed in an appendix hereto.
The implementation of the MatooWan offer requires the following steps:
The various steps are detailed in the General Functional Specification Sheet.
In this regard, the Customer undertakes to provide Matooma with all accurate, up-to-date, relevant information and to ensure this information is intelligible. In general, the Customer undertakes to transmit all information requested by Matooma in a timely manner.
Matooma may not be held liable for any incident or error attributable to inaccurate or irrelevant information or information that is provided in an unintelligible manner by the Customer. Similarly, Matooma may not be held liable for any inaccuracy in the General Functional Specification Sheet once it has been validated by the Customer.
Matooma takes charge of the processing of Customer Requests and coordination with the Operators under the following conditions, including in particular:
Users or Customers submit their Requests by email, telephone or via the “My Requests” tab accessible on the M2Mmanager platform.
Customer service can be reached by telephone from Monday to Friday from 9:00 a.m. to 6:00 p.m. at +33 4 88 36 07 40 (followed by a number to access the appropriate contact for the Request).
Support may also be contacted by the Customer or User 24/7 via the following channels:
The Customer or User undertakes to transmit to Matooma all the information necessary to manage their Request.
Matooma will prioritise Customer Requests based on the type of Request.
Monitoring of the Support provided by Matooma is available at any time via the M2Mmanager.
Anomalies will be taken into account by Matooma’s customer service according to the following processing and escalation chart:
If the Customer has subscribed to this option, the Users’ Requests listed by the Customer in the data sheet on Functional Technical Specifications for the MatooWan project will have access to an on-call service number outside of business hours.
As part of this optional support, prioritisation of Requests identified as MatooWan-related Anomalies will be taken into account by Matooma’s customer service according to the following processing and escalation chart:
Matooma will make every effort to resolve the Anomalies as soon as possible but cannot provide the Customer with a guarantee as to said resolution. The resolution of Anomalies may consist, in particular, at Matooma’s discretion, in a configuration of the Services, specific development or a workaround solution.
- P1 Priority Anomaly: means an Anomaly resulting in a total failure of the features of the affected Service (the MatooCards and/or the MatooWan and/or the M2Mmanager).
For this type of Anomaly, the response time guarantee is 30 minutes, with a resolution time in 90% of Anomalies of less than 120 minutes from receipt of the Request.
- P2 Priority Anomaly: means an Anomaly resulting in a partial failure of the features of the affected Service (the MatooCards and/or the MatooWan and/or the M2Mmanager).
For this type of Anomaly, the response time guarantee is 60 minutes, with a resolution time in 90% of Anomalies of less than 240 minutes from receipt of the Request.
- P3 Priority Anomaly: means an Anomaly resulting in a random failure of the features of the affected Service (the MatooCards and/or the MatooWan and/or the M2Mmanager).
For this type of Anomaly, the response time guarantee is 240 minutes, with a resolution time in 90% of Anomalies of less than one (1) business day from receipt of the Request.
These resolution time guarantees do not concern Anomalies dependent on the resolution times of Suppliers and Operators and are automatically suspended in the periods during which Matooma is waiting for information from the Customer.
Matooma reserves the right to refuse to provide Support in cases when the Anomaly is due to:
The pricing terms of the Contract are set out in the Commercial Proposal.
The price of the Services may be revised automatically on the anniversary date of the Contract or of the amendments on the basis of the recorded increase in the Syntec index over the last twelve months in accordance with the following formula:
P = (Po x S)/So
P is the price after revision.
Po corresponds to the initial price for the first revision, then the price resulting from the previous revision for subsequent revisions.
S is the most recent Syntec index published at the date of the price revision.
So corresponds to the value of the Syntec index in force on the date the Contract was drawn up for the first revision, then the value of the Syntec index on the day of the previous revision for subsequent revisions.
In the event of the disappearance of the index referred to above, the Parties shall agree on a new index for the establishment of a formula with comparable effect. If no agreement is reached on a new index, the President of the Commercial Court of Montpellier is expressly empowered to define an index that will be included in the revision formula. This index must be chosen in such a way that it is as close as possible to the index that has disappeared and that it respects the spirit that the Parties intended to define when establishing this revision clause.
These rates are expressed exclusive of tax and inclusive of all taxes and take into account the VAT applicable on the day the Commercial Proposal is drawn up.
The pricing conditions for the various Services offered by Matooma are detailed in the Commercial Proposal.
The Services are invoiced monthly in accordance with the terms and prices set out in the Subscription Order.
The monthly cost of the Services subscribed by the Customer may be increased by Matooma to include any additional costs invoiced by the Operator in the event of:
The first invoice for each Subscription is established by incorporating the full month during which the Subscription is activated as well as the following month.
Termination of the Services subscribed for a fixed term or minimum commitment period results in full and complete invoicing of the fees due until expiry of the minimum commitment period or the fixed term of each Subscription.
The invoicing terms are those defined in the Subscription Order, and the invoices are drawn up by Matooma and sent to the Customer by email, unless otherwise stipulated in the Subscription Order. They are also available in the Customer’s space on the M2Mmanager.
The Customer undertakes to immediately inform Matooma of any change in its banking information, necessarily before said change takes effect.
In accordance with the regulations in force, any amount not paid by the Customer by the deadline specified above will, without prior notice, result in the payment of late payment penalties in accordance with the European Central Bank's (ECB) half-yearly policy rate on 1 January or 1 July plus 10 points. These penalties will be automatically and as of right acquired by Matooma, without any formality or prior notice. They run from the day following the planned payment date until full payment of the amount due by the Customer.
In addition, fixed compensation for recovery costs of €40 will be payable by the Customer as of right and without prior notice in the event of a late payment. Matooma reserves the right to request additional compensation from the Customer if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents.
A late payment will result in the immediate payability of all sums due by the Customer, without prejudice to any other action that Matooma may be entitled to bring against the Customer in this respect.
Matooma also reserves the right to suspend the provision of the Services or to terminate the Contract under the conditions of Articles 11 and 12 hereof.
Furthermore, in the event of a payment incident, Matooma may also require the Customer to provide any new guarantee it deems useful.
The duration of each Service subscribed by the Customer is provided in the Commercial Proposal.
It is to be noted that this provision cannot be considered a penalty clause because its purpose is to preserve the contractual balance initially intended by the Parties.
The Subscriptions are subscribed for a fixed or indefinite period, as provided in the Commercial Proposal, and in any event, are subject to an irrevocable minimum commitment period of one month from the activation of the MatooCard.
The MatooWan Service is subject to a minimum irrevocable commitment period of 12 months starting from the signing of the acceptance report for the connection.
The termination of the M2Mmanager Service may only occur after the termination of all the Services related thereto.
If the Customer breaches any of its obligations under Articles 5 to 10, 14, 16, 18 and 19 and the Commercial Proposal, Matooma, after serving notice by registered letter with acknowledgement of receipt, which notice remains without effect for fifteen (15) calendar days, unless another notice period is indicated in the notice, and after receipt thereof, may terminate the contract, and the Customer alone will be liable, without prejudice to the damages that may be claimed against it.
If the consequences of the Customer's breach are clearly irremediable, Matooma may terminate the Contract without prior notice, upon simple notification by registered letter with acknowledgement of receipt.
Matooma may also terminate this Contract in the event of the liquidation or receivership of the Customer under the legal and regulatory conditions in force, and subject, where applicable, to the applicable public policy provisions.
Subject to compliance with the specified terms or minimum commitment periods for certain Services, if the Contract is terminated, all Services subscribed by the Customer will also end. The Parties will then be released from all undertakings arising from the Contract, subject to the clauses which by their nature are intended to survive its termination.
The termination of the Contract, in whole or in part, does not release the Customer in any way from payment obligations that may have arisen prior to said termination.
If the Contract is terminated on the grounds of the Customer’s fault during the fixed term or minimum commitment period of the Services, the Customer will still owe all sums due in respect of the minimum commitment period or the fixed term of the Services.
The termination of a Service subscribed for a fixed or indefinite term does not result in the termination of the Contract.
Matooma reserves the right to suspend the Services in whole or in part in the following cases:
This suspension will take place after notice served by any means on the Customer, which notice remains without effect five (5) calendar days from the sending thereof, unless another notice period is indicated in the notice or, without prior notice in the event of an Abnormal Use of the Services.
This suspension does not preclude Matooma's termination of the Contract under the conditions set out in Article 11 hereof.
Access to the Services may be suspended in the event of force majeure.
The following events are considered cases of force majeure: all events beyond the control of the Party claiming force majeure, which could not be reasonably anticipated at the time the Contract was signed, whose consequences cannot be avoided by taking appropriate measures and which prevent the performance of said Party’s obligation, as exhaustively listed below:
In the event of force majeure, the Party claiming force majeure must inform the other Party of its inability to comply with its obligations as soon as it becomes aware thereof and may suspend the performance of the Contract. This suspension of obligations may not under any circumstances be a cause of liability for non-performance of the obligation in question, nor may result in the payment of damages or penalties for delays.
If a suspension lasts more than 180 days, the inability to comply will be considered definitive.
If said inability is definitive, the Contract may be terminated as of right by the Party claiming force majeure and take immediate effect, without the other Party being entitled to any indemnity.
The performance of the Contract requires close and regular collaboration between the Parties; the Customer must therefore make available to Matooma all information and documents in its possession which Matooma may need in connection with the performance of the Services.
The Customer undertakes to:
The Customer guarantees that:
The Customer will hold Matooma harmless at its first request from any claims and actions that may be brought against it by the Customer's co-contractors or any third party on any grounds whatsoever relating to its use of the Services. In this respect, the Customer must indemnify Matooma for damages ordered against it.
The Customer will also hold Matooma harmless at its first request from any de facto and de jure disturbances and any loss due to its use of the Services.
These provisions are without prejudice to Matooma's right to terminate the Contract or to seek compensation for any prejudice suffered.
Matooma undertakes to:
Matooma is bound by an obligation of means in the performance hereof.
The Services fall within a particularly complex field of technology in the current state of knowledge that is dependent on and limited by the technical possibilities offered by Matooma’s partner Operators or Suppliers. As such, Matooma does not guarantee:
To the extent permitted by applicable law, the limitations and exclusions relative to liability set forth herein apply regardless of the grounds for said liability.
Matooma may not be held liable for the following:
Matooma is liable for the Customer’s actual direct personal damage that is proven and is attributable to it within the following limits:
All trademarks, distinctive brand elements, domain names, photographs, texts, comments, illustrations, animated or non-animated images, video sequences, sounds, as well as any information technology elements that could be used to provide the Services, including the M2Mmanager, Matooma’s website, and, more generally, all elements reproduced or used in the Services are protected by the laws in force relative to intellectual property.
Matooma has full and total ownership thereof. Any reproduction, representation, use or adaptation, in any form whatsoever, of all or part of these elements, including computer applications, without Matooma's prior written consent, is strictly prohibited. The fact that Matooma does not initiate proceedings as soon as it becomes aware of such unauthorised use does not constitute acceptance of said use and a waiver of its right to take legal action.
The processing of the personal data of the Customer, its employees, representatives and officers (hereinafter the “Customer”) is performed under the responsibility of the following data controller:
Immeuble Le Liner - ZAC de l’Aéroport - 2630 Avenue Georges Frêche - 34470 Pérols, France,
represented by its Chairman.
17.2. Data processed
Matooma collects the following data:
These data are collected when the Customer:
The mandatory or optional nature of the data to be provided is indicated to the Customer at the time of collection by an asterisk (*).
The requirement relative to the provision of mandatory data is of a regulatory or contractual nature or conditions access to Matooma’s Services.
Access to Matooma’s Services may not be granted if such information is not provided.
By voluntarily providing the optional data, the Customer expressly accepts that they are processed under the conditions and for all the purposes set out below.
When the Customer provides personal data relating to third parties, it guarantees that it has received the authorisations and consents required from the relevant data subjects.
Matooma uses the following cookies:
Matooma recommends the Customer accept these cookies in order to facilitate the navigation process on the M2Mmanager. The Customer is, however, free to choose whether it wishes to accept the cookies or not.
If the Customer wishes to refuse these cookies, Matooma invites it to configure the cookies on a case-by-case basis or systematically refuse them by configuring its internet browser.
The personal data collected (cookie identifier) are retained by Matooma for a period of 13 months. They are not transferred to third parties or used for purposes other than those described herein.
Matooma’s processing of personal data is intended for:
If the personal data were to be processed for different purposes, Matooma undertakes to inform the Customer thereof and, where required by law, to obtain its prior consent.
The Customers’ personal data are processed by Matooma in accordance with the regulations in force and, in particular, under the following conditions:
Matooma does not carry out any profiling activity using the data processed hereunder.
Matooma communicates the data collected to Operators, Suppliers, technical service providers responsible for the maintenance and hosting of its IT system and the M2Mmanager, as well as to the service providers responsible for the marketing, sales, legal, litigation and accounting departments and those responsible for relations with the Customer, and to any subcontractors, only for the purposes referred to above and to the extent necessary for the performance of the tasks entrusted to them.
These recipients may be required to contact the Customer directly using the contact information it has provided.
Matooma requires these recipients to use the Customer’s personal data only to manage the services they are responsible for and in accordance with applicable data protection laws and regulations.
Where applicable, the Customer's personal data may be communicated to third parties authorised by law (particularly in the context of an express and reasoned request from judicial authorities).
Similarly, if Matooma is involved in a merger, acquisition, disposal of assets or receivership proceedings, it may be required to sell or share all or part of its assets, including the personal data processed. In this case, the Customer will be informed thereof before any transfer of its personal data to a third party.
Matooma implements the organisational, technical, software and physical measures regarding digital security to protect the Customer’s personal data from unauthorised alteration, destruction and access. However, it should be noted that the Internet is not a completely secure environment and Matooma cannot guarantee the secure transmission or storage of data over the Internet.
Data are retained in accordance with the law for a period justified by the purpose of the processing and, in any case, for the legal retention periods.
In accordance with the provisions of EU Regulation No. 2016/679 of 27 April 2016 and amended French Law No. 78-17 of 6 January 1978, Matooma clearly and fully informs the Customer of its rights. In the event of further questions, Matooma’s dedicated department remains available to direct the Customer and provide it with all relevant information to protect its rights.
The Customer has:
The Customer may exercise its rights at any time by contacting Matooma:
To the attention of the DPO
Immeuble Le Liner - ZAC de l’Aéroport
2630 Avenue Georges Frêche
34470 Pérols, France
The Customer must specify in its request its names, first names, email address or postal address to which it wants Matooma to send its reply.
For security reasons and to avoid fraudulent requests, this request must be accompanied by proof of identity. After the request is processed, this proof of identity will be destroyed.
In accordance with the law, this request will receive a response within one month of receipt.
Finally, the Customer has the right to lodge a complaint with the CNIL or any other competent supervisory authority in its State of residence.
The Customer may file this complaint with the French CNIL:
3 Place de Fontenoy
75334 Paris CEDEX 07, France
MATOOMA reserves the right to amend this clause regarding the protection of personal data at any time in order to comply with the relevant laws and regulations.
As part of this confidentiality clause, the Customer undertakes, throughout the term of this Contract and for a period of five (5) years after the expiration of the Contract for any reason whatsoever, to guarantee the most complete confidentiality by refraining from directly or indirectly disclosing any information, knowledge or know-how whatsoever concerning Matooma, its Services and its operating methods to which it could have access in the framework of the performance of the Contract, unless such information, knowledge or know-how is publicly known or the disclosure thereof is required by a specific regulation or an administrative or judicial order.
It also undertakes to enforce this obligation among all Users and members of its staff concerned, for whom it is responsible vis-à-vis Matooma.
Unless otherwise stipulated in the Contract, exchanges of documents and notices between the Parties are sent to the respective registered office of the Parties or at such other address as the Parties may designate on a case-by-case basis. Notices sent by registered letter with acknowledgement of receipt will be effective on the date the registered letter is presented for the first time.
The Contract, as defined herein, represents the entire agreement of the Parties and takes precedence over all previous communications, contracts and undertakings relating to the subject matter hereof except in respect of any confidentiality agreement previously signed by the Parties.
No one may modify, amend or waive any of the provisions of the Contract unless a written document is signed by the Parties in this regard.
Since the relationship between the Parties is “intuitu personae” with respect to the Customer, it will refrain, on the one hand, from transferring, for any reason and in any form whatsoever, for a fee or free of charge, any of its rights and obligations to a third party.
The Customer may not under any circumstances make the Services available to a third party for payment or free of charge without Matooma's prior written and express consent.
Similarly, in the event of a change that may occur to the Customer, such as, for example, a merger, demerger, absorption, partial contribution of assets, disposal or transfer to a subsidiary, Matooma must be informed prior to the completion of any of such transactions and may, if it so wishes, terminate the Contract.
Since “intuitu personae” is not reciprocal, any changes that may occur in the person of Matooma, such as, for example, a merger, demerger, absorption, partial contribution of assets, disposal, transfer to a subsidiary and any other legal or commercial agreement with a third party, will have no effect on the existence or performance of the Contract.
The Customer authorises Matooma to present it as a user of the Services.
The Customer acknowledges and accepts that Matooma (including its subsidiaries and partners) may list the company name, logo and description of its business as a reference in a customer list that may be distributed for both prospecting and promotion purposes, internally and externally, by any means and in particular via any public communication services in paper or electronic form, in particular on its website.
The Customer operates as an independent business, both with respect to Matooma and with respect to its own customers.
As such, the Customer may not make any commitment in the name and/or on behalf of Matooma.
The Customer must take out civil liability insurance for the entire term of the Contract to cover any damage resulting from its use of the Services and must provide a certificate of such insurance to Matooma upon request.
The nullity or inapplicability of any of the provisions of the Contract does not imply the nullity of the other provisions which retain their full force and scope.
However, the Parties may by mutual agreement agree to replace the invalid provision(s).
If the Parties fail to agree, no later than upon the expiry of a period of two (2) months, the clause will be deemed null and void, without prejudice to the other clauses of the Contract.
It is formally agreed that the failure of a Party to exercise the rights stipulated in the Contract or the delay in exercising said rights does not in any way constitute a waiver of the exercise of these rights or a waiver of any other right.
In the event of an unforeseeable change of circumstances that upsets the financial balance of the Contract and prevents either Party from applying or fulfilling any of its obligations, the Party concerned will promptly inform the other Party thereof. The Parties must then consult to replace the provisions of the Contract that are inapplicable with provisions as close as possible thereto so that, to the extent possible, the Contract can remain in effect and not be discontinued.
If the Parties fail to agree, the provisions of Article 1195 of the French Civil Code apply.
The Contract must be interpreted in accordance with the following principles:
The Parties acknowledge that they proceed with many exchanges of communications in electronic form.
Given this practice and the existence of the principle of equivalence between electronic writings and paper writings established by law, the Parties agree not to call into question the reliability of any document, information and/or exchange on the sole ground that it takes place on electronic media.
The Parties waive the evidentiary requirement of original documents drawn up in paper form. However, this presumption of reliability of electronic documents may be challenged by demonstrating a lack of reliability, particularly as a result of a proven malfunction.
The parties expressly agree that the Contract is governed by French law.
It is written in French. In the event that it is translated into one or more languages, only the French text prevails in the event of a dispute.
Any dispute relating to the Contract, particularly with regard to its validity, conclusion, interpretation, performance or termination and subsequent consequences will be submitted to the competent Commercial Court in the jurisdiction of Matooma's registered office to which jurisdiction is expressly granted notwithstanding multiple defendants, the introduction of third parties, including claims or emergency proceedings.