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ESWIT, a French simplified joint stock ESWIT (“Société par Actions Simplifiée”), registered under number 948 149 562 with the Registry of Trade and Companies of Paris, whose head office is located at 22, rue de Londres – 75009 Paris, France (“ESWIT”). ESWIT can be contacted at the following:
ESWIT publishes and operates a software application consisting of an add-on connected to its clients' SAP tool in order to improve and streamline their user experience (the “ Solution ”). The Solution can be made available to Clients either in the form of Software-as-a-Service (SaaS), through the https://eswit.io/ website (the “ Website ‘) and the ’Eswit” application (the “ Application ”). Under its terms and conditions (the “Terms and Conditions”), ESWIT grants its clients (the “Clients”) a license to use the Solution and provides the services associated with this license (the “Services”).
The contractual relationship between the Client and ESWIT is governed, in descending hierarchical order, by the following documents:
| The quotation (the "Quotation") - optional if the number of users exceeds 500 |
It's based on the Client's requests.
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| The Terms and Conditions |
They define:
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ESWIT will install the Solution on the Client’s IT environment and will set up the parameters of the Solution, understood as the installation of the appropriate connectors enabling the Solution to be correctly implemented in the Client’s SAP tool and its own IT environment.
Any delay attributable to the Client will postpone the aforementioned delivery dates accordingly, provided that the delay is established in relation to a date certain and previously set in writing to the Client.
As soon as the Set Up is validated by the Parties by any written means, ESWIT opens an account in the Client's name, enabling him to manage its use of the Solution (the “Client Account”).
It is the Client's responsibility to select the members of staff who will have access to the Solution (the “Users”), within the authorized scope specified in the Commercial Proposal.
The Client is responsible for the use of the Solution by the Users. In particular, the Client is solely responsible for ensuring that Users maintain the confidentiality of their login details and/or passwords.
It undertakes to ensure that Users do not allow any third party to use them in their place or on their behalf, unless they assume full responsibility for doing so. The Client expressly acknowledges that any use of the Solution with these login credentials will be deemed to have been made by the corresponding Users.
The Client undertakes to contact ESWIT without delay, by any useful written means and in particular by e-mail, if it appears that a User Account has been used without the User's knowledge.
Once User Accounts have been opened, Users have access to a personal space enabling them to manage their use of the Solution.
Before subscribing, the Client acknowledges that they can find out about the characteristics of the Services and their constraints, in particularly technical constraints, on the Solution.
The Client acknowledges that the implementation of the Services requires a connection to the Internet and that the quality of the Services depends on this connection, for which ESWIT is not responsible.
The Services to which the Client has subscribed are described on the Solution.
ESWIT reserves the right to offer any other Service.
Any request to modify the subscribed Services must be the subject of an additional Quotation.
For the duration of the Services, the Client benefits from maintenance, in particular corrective and ongoing maintenance. In this context, access to the Solution may be limited or suspended.
ESWIT makes every effort to provide the Client with corrective maintenance to correct any malfunction or bug found on the Solution.
The Client also benefits from ongoing maintenance, which ESWIT may carry out automatically and without prior notice, and which includes improvements to the Solution's functionalities, the addition of new functionalities and/or technical installations used within the framework of the Solution (aiming to introduce minor or major extensions).
Updates are made for the duration of this agreement.
Detailed information on updates is available here.
The Client must agree to install any necessary updates so that the Services remain compliant, i.e. so that the Services can continue to be used in accordance with what has been agreed between the parties and what the Client expected when subscribing.
Access to the Solution may also be limited or suspended for planned maintenance purposes, which may include the corrective and ongoing maintenance operations referred to above.
ESWIT uses its best efforts to host the Solution, as well as the data produced and/or entered by/on the Solution, on its servers or via a professional hosting service provider, and on servers located in a territory of the European Union.
In the event of any difficulty encountered while using our Services, the Client may contact ESWIT using contact details provided in article "ESWIT information".
Technical support service is available from Monday to Friday, excluding public holidays, from 8 am to 6 pm. Depending on the need identified, ESWIT will estimate the response time and inform the Client accordingly.
Any subscription takes effect upon the date of registration on the Website, subject to payment of the prices set forth in article “Financial Conditions”, for an initial period of 1 month.
This initial period shall then be tacitly renewed for successive periods of 1 month, unless written notice of termination is given either by ESWIT or the Client, by any written means including email, no later than the last day of the current period.
Subscription cancellation is effective upon expiration of the last period. Any subscription period started is due in full.
Any subscription takes effect upon the date of registration on the Website, subject to payment of the prices set forth in article “Financial Conditions”, for an initial period of 1 month.
This initial period shall then be tacitly renewed for successive periods of 1 month, unless written notice of termination is given either by ESWIT or the Client, by any written means including email, no later than the last day of the current period.
Subscription cancellation is effective upon expiration of the last period. Any subscription period started is due in full.
The price of the Services subscribed by the Client is indicated on the Solution.
However, beyond 500 Users, the price of the Services is indicated in the Quotation.
Any Period started is due in full.
ESWIT is free to offer promotional offers or price reductions.
ESWIT’s prices may be revised at any time under the conditions of the article "Modification of the Terms and Conditions”.
ESWIT send the Client an invoice for each Period by any useful means.
Payment is made by direct debit on a monthly basis from the time the Subscription is taken out.
The Client warrants that they have all necessary authorisations to use this method of payment.
In the event of default or delay in payment, ESWIT reserves the right, from the day after the due date shown on the invoice, to:
4.2.1 Scope of the License
ESWIT hereby grants the Client, for the term set out in article “Term”, a non-exclusive, personal and non-transferable License to use the Solution at the Client’s premises only and within the environment limit specified in the Commercial Proposal.
The Client expressly acknowledges and accepts that use of the Solution at a location other than that referred to above will require a new license.
1. Purpose of the License
The Solution will be used by the Client for the purposes set out above.
Users specifically identified above will be able to configure the categories of data to be processed by the Solution (the “Data”). The Client is responsible for the Data it and its Users integrate into the Solution. The Data remains the full property of the Client.
The aforementioned license is granted for the sole purpose of an in-house use by the Users selected by the Client, in accordance with the terms and conditions set out above.
The Client shall therefore refrain and shall ensure that all Users refrain from:
The parties may use their respective names, brands and logos, and refer to their respective Solutions, as commercial references, for the duration of their contractual relationship and 3 years thereafter.
The parties may use their respective names, brands and logos, and refer to their respective Solutions, as commercial references, for the duration of their contractual relationship and 3 years thereafter.
The Client undertakes to provide ESWIT with all the information required to subscribe to and use the Services.
The Client :
The Client must immediately contact ESWIT using the contact details provided in article "ESWIT information" if they find that their Account has been used without their knowledge. The Client acknowledges that ESWIT shall have the right to take all appropriate measures in such a case.
The Client is solely responsible for creating access for Users and for setting their access rights.
The Client is responsible for their use of the Services and any information they share in this context. They are also responsible for the use of the Services and any information shared by Users. The Client undertakes to ensure that the Services are used exclusively by them and/or Users, who are subject to the same obligations as the Client in their use of the Services.
The Client undertakes not to use the Services for purposes other than those for which they were designed, and in particular to:
The Client also refrains from:
The Client shall indemnify ESWIT against any claim and/or action that may be brought against it as a result of the breach of any of the Client’s obligations. The Client shall indemnify ESWIT for any loss suffered and reimburse ESWIT for any sums it may have to bear as a result.
ESWIT undertakes to provide the Services with diligence, it being specified that it is bound by a best-effort obligation.
ESWIT undertakes to comply with all applicable regulations, in particular those relating to [to be completed].
Any delay attributable to the Client postpones the agreed delivery date by the same duration.
ESWIT uses its best effort to provide the Client with quality Services.
To this end, ESWIT carries out regular checks to check the operation and accessibility of its Services and may carry out maintenance under the conditions specified in article "Maintenance".
However, ESWIT shall not be held liable for temporary difficulties or impossibilities in accessing its Services resulting from:
The Client acknowledges and accepts that ESWIT offers a Solution in the form of an add-on to the Client's product. Consequently, ESWIT is not liable for any malfunction of the Solution caused by a malfunction of the Client’s product, which is a third-party tool.
ESWIT warrants to the Client that (i) it has all rights and permissions needed for granting to the Client this license of use of the Solution, as set forth above and that (ii) it has not granted and shall not grant to any third party any assignment or license of use on the Solution that may prevent or hinder the performance of this Agreement.
ESWIT is responsible for the operation of its servers, the outer limits of which are constituted by the connection points.
Furthermore, ESWIT does not guarantee that the Services:
ESWIT offers no guarantee of the Solution's level of service.
However, ESWIT makes every effort to maintain 24/7 access to the Solution, except in the event of scheduled maintenance under the conditions defined in article "Maintenance" or in the event of force majeure.
ESWIT shall use its best efforts to safeguard all data produced and/or entered by/on the Solution.
However, except in the case of proven negligence on the part of ESWIT, it is not liable for any loss of data during maintenance operations.
ESWIT provides sufficient storage capacity for the operation of the Services.
ESWIT makes its best efforts to ensure data security by implementing measures to protect infrastructures and the Solution, to detect and prevent malicious acts and to recover data.
ESWIT may publish and/or send to the Client any advertising or promotional messages, in particular by referring the Client to third-party Solutions.
However, ESWIT is not responsible for:
ESWIT may use subcontractors to carry out the Services, and these subcontractors are subject to the same obligations as ESWIT. Nevertheless, ESWIT remains solely responsible to the Client for the proper performance of the Services.
ESWIT may substitute any person who will be subrogated in all its rights and obligations under its contractual relationship with the Client. In such a case, ESWIT will inform the Client of this substitution by any written means.
ESWIT’s liability is limited solely to proven direct damages suffered by the Client as a result of using the Services.
With the exception of bodily injury, death and gross negligence, and subject to having made a claim by registered letter with acknowledgement of receipt, within a period of one month following the occurrence of the damage, ESWIT’s liability shall not exceed the amounts received by ESWIT for the provision of its Services.
Proof may be established by any means.
The Client is hereby informed that messages exchanged via the Solution as well as data collected on the Solution and ESWIT’s computer equipment constitute the main accepted mode of proof, in particular to demonstrate the reality of the Services performed and the calculation of their price.
Proof may be established by any means.
The Client is hereby informed that messages exchanged via the Solution as well as data collected on the Solution and ESWIT’s computer equipment constitute the main accepted mode of proof, in particular to demonstrate the reality of the Services performed and the calculation of their price.
The parties undertake, each insofar as it is concerned, to comply with all legal and regulatory obligations incumbent on them in terms of personal data protection, in particular Law 78-17 of January 6, 1978 in its latest amended version known as the Loi Informatique et Libertés and Regulation EU 2016/679 of the European Parliament and of the Council of April 27, 2016 (together the "Applicable Regulations").
To find out more about the processing carried out by ESWIT, the Client is invited to consult ESWIT's privacy policy, which is available on the Solution.
The purpose of this clause is to define the conditions under which ESWIT undertakes to carry out, on Client’s behalf, the personal data processing operations defined below.
As part of the Services, ESWIT processes personal data in the name and on behalf of the Client as a data processor, while the Client acts as a data controller within the meaning of the Applicable Regulation. The characteristics of the processing are described in Article 16.3.
ESWIT undertakes to process the personal data only for the purposes listed in Article 16.3 and in accordance with the Client’s documented instructions, including with regard to transfers of data outside the European Union. Where ESWIT considers that an instruction infringes the Applicable regulation, he shall immediately inform the Client thereof. Moreover, if ESWIT shall process personal data and transfer them to a third country or an international organization, according to the applicable legislation of this Agreement, he shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
ESWIT undertakes to implement the appropriate technical and organisational measures to ensure the security and integrity of personal data, their backup and the restoration of their availability in the event of a physical or technical incident. ESWIT ensures that the persons authorized to process the personal data hereunder have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
ESWIT is authorized to recruit the entities (hereinafter "the Sub-Processor") listed in Article 16.3 to carry out processing activities. ESWIT shall inform the Client, in writing beforehand, of any intended changes concerning the addition or replacement of Sub-Processors as listed. This information must clearly indicate which processing activities are concerned, the name and contact details of the Sub-Processor. The Client has a period of fifteen (15) calendar days from the date of receipt of this information to submit its legitimate and justifiable objections. In the absence of notification of objections after this period, the Client shall be deemed to have authorized the use of the relevant Sub-Processor. In the event of Client's continuing objections, the Parties shall meet in good faith and use their best efforts to discuss a resolution. ESWIT may choose to (i) not hire the Sub-Processor or (ii) take the corrective action requested by the Client in connection with the objections before hiring the Sub-Processor. If neither option is reasonably possible, and if ESWIT cannot for legitimate reasons hire another processor for the intended processing, either Party may terminate this Agreement upon a thirty (30) days' notice.
The Sub-Processor shall comply with the obligations hereunder on behalf of and in accordance with the Client’s instructions. ESWIT shall ensure that the Sub-Processor provides the same sufficient warranties regarding the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the Applicable Regulation. If the Sub-Processor fails to fulfil its data protection obligations, ESWIT remains fully liable to the Client for the Sub-Processor’s performance of its obligations.
ESWIT is authorized to transfer personal data processed as part of this Agreement to countries located outside the European Union, if appropriate safeguards have been implemented as defined under Chapter V of GDPR.
ESWIT undertakes to assist the Client and to respond without undue delay to any request for information sent by the Client, whether in the context of a request for the exercise of their rights by data subjects, a privacy impact assessment, or a request made by a supervisory authority or the Client's data protection officer.
Insofar as this is possible, ESWIT shall assist the Client in fulfilling its obligation to respond to requests made to ESWIT by data subjects to exercise their rights under the Applicable Regulation. Where requests are made directly to ESWIT, ESWIT shall promptly send such requests to the Client by e-mail to the address provided by the Client.
ESWIT shall notify the Client of any personal data breach relating to the processing operations covered by this Agreement, without undue delay after becoming aware of it and to provide the Client with all relevant information and documentation relating to such personal data breach.
ESWIT undertakes, at the Client's election, to delete the personal data at the end of the Agreement or to return it to the Client and not to keep a copy of it, unless required by the Applicable Regulation. The Client has one (1) month from the end of the Agreement to exercise this choice. After this period, ESWIT shall delete all personal data.
The Client hereby authorizes ESWIT to process the personal data collected within the framework of the services (in particular the session and navigation data) for the purpose of improving ESWIT's services, and in particular for the realization of statistics on the way ESWIT’s Solution is used by the users. ESWIT will act as a data controller within the meaning of the Applicable Regulation and will respect the legal provisions of the aforesaid regulation.
ESWIT shall make available to the Client, at the Client's request, all information and documents necessary to demonstrate compliance with its obligations and allow for audits. The Client may carry out audits once a year, at its own expense to verify ESWIT's compliance with the obligations set forth in this article. The Client will inform ESWIT of the audit at least two (2) weeks before. ESWIT may refuse the identity of the auditor if it belongs to a competing company. The audit shall be conducted during work hours and with the least possible disturbance for ESWIT’s activity. The audit shall not threaten (i) technical and organizational security measures implemented by ESWIT, (ii) security and confidentiality of data of ESWIT’s other customers, (iii) the proper functioning and organization of ESWIT. When possible, Parties will agree beforehand on the scope of the audit. The audit report will be sent to ESWIT as so to submit comments, which will be attached to the final version of the audit report. Each audit report will be considered as a confidential information.
| Purpose(s) of the processing | Provision of Services |
| Nature of the processing | collection, recording, organization, structuring, conservation, adaptation or modification, extraction, consultation, use, limitation, deletion or destruction. |
| Categories of personal data | Name, surname, professional email address, name of the manager, function |
| Categories of the data subjects | Clients and Users |
| Duration of the processing | TO BE COMPLETED |
List of the Sub-Processor(s) authorized
| Sub-Processor(s) authorized | Processing activities sub-processed | Localization of the processing | Appropriate safeguards implemented in case of transfer of personal data outside the EU |
| [to be completed] | [to be completed] | [to be completed] | [to be completed] |
ESWIT shall not be liable for any failure or delay in the performance of its contractual obligations due to force majeure occurring during the term of its relationship with the Client as defined in article 1218 of the French Civil Code.
If ESWIT is prevented from fulfilling its obligations due to force majeure, it must inform the Client by registered letter with acknowledgement of receipt. Obligations will be suspended on receipt of the letter and must be resumed within a reasonable time once the force majeure has ceased.
ESWIT nevertheless remains bound by the performance of obligations not affected by force majeure.
The Client may unsubscribe from the Services directly and free of charge, via the dedicated function on the Solution.
Termination is effective at the end of the current subscription period.
The Client no longer has access to their Account once the Services have ended.
ESWIT may delete any Account if it has remained inactive for a continuous period of more than 24 months.
The following are material obligations to the Client (the "Material Obligations"):
In the event of a breach of any of these Material Obligations, ESWIT may:
These sanctions are without prejudice to any damages that ESWIT may claim from the Client.
In the event of a breach of any obligation other than a Material Obligation, ESWIT will request the Client by any useful written means to remedy the breach within a maximum period of 15 calendar days. Services will be terminated at the end of this period if the breach is not remedied.
Termination of Services entails deletion of the Client's Account.
ESWIT may modify its Terms and Conditions at any time and will inform the Client by any written means (and in particular by email) at least [to be completed] calendar day before they come into force.
Modified Terms and Conditions are applicable as soon as they come into force.
If the Client does not accept these modifications, they must terminate their Subscription in accordance with article "End of Services".
If the Client uses the Services after the entry into force of the modified Terms and Conditions, ESWIT considers that the Client has accepted them.
In the event of contradiction or dispute as to the meaning of any term or provision, the English language shall prevail.
The Terms and Conditions are governed by French law.
In the event of a dispute between the Client and ESWIT, and in the absence of an amicable agreement within 2 months of the first notification, the dispute shall be submitted to the exclusive jurisdiction of the courts of Paris (France), except in the event of mandatory provisions to the contrary.