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General terms and conditions Malou-Food Marketing
Enactment : October 2023

 

General terms and conditions Malou-Food Marketing

 

RCS Cr√©teil ‚Äď n¬į832 965 255

35 Avenue du Maréchal de Lattre de Tassigny, 94220 Charenton-le-Pont, FRANCE

 

Enactment : October 2023

 

1.        Purpose

 

The company Malou-Food Marketing (“Malou“) operates an application accessible from the website https://app.malou.io (“the Application“), through which it offers its clients (the “Clients“) an optimized management solution for all the accounts they have opened on third-party applications (the “MalouApp Services“). Malou also offers digital marketing support services using the Application (the “MalouCopilot Services“). The MalouApp Services and the MalouCopilot Services together constitute the “Services“.

 

These General Terms and Conditions (“the General Terms and Conditions“) define the terms and conditions of use of the Services offered by Malou, as well as the rights and obligations of the parties in this context.

 

They are accessible and printable at any time on the Client’s Personal Space accessible on the Application. They may be supplemented by specific conditions (the “Quote“), specifying the duration of the contractual commitment, the list of Services subscribed to and their financial conditions, which, in case of contradiction, prevail over the General Terms and Conditions, and together form the contract.

 

2.        Operator of the Application and Services, contact

 

The Application and Services are operated by the company Malou-Food Marketing, a SAS registered with the RCS of Créteil under number 832 965 255, whose registered office is located at 35, avenue du Maréchal de Lattre in Charenton-le-Pont (94220).

 

Malou can be contacted at the following address: contact@malou.io

 

3.        Access to the Application and Services

 

  • Legal Capacity

 

The Application and Services are accessible to:

  • Any natural person with full legal capacity to enter into these General Terms and A natural person who does not have full legal capacity may access the Application and Services only with the consent of their legal representative.
  • Any legal person acting through a natural person with legal capacity to contract on behalf of and for the account of the legal person.

 

3.2  Application and Services for professionals

 

The Application and Services are exclusively intended for professionals, understood as any natural or legal person engaged in a remunerated activity on a non-occasional basis in all sectors of industry and commerce.

 

4.        Acceptance of the Quote and General Terms and Conditions

 

  • Acceptance of the Quote

 

Prior to any provision of Services, it is the Client’s responsibility to provide Malou with the necessary information and documents to enable it to identify its needs and expectations.

 

Based on this information, Malou will establish a Quote that it will send to the Client by email, indicating in particular the duration of the Contract, the content of the Services, and their price.

 

The Client who wishes to use the Services must validate the Quote within the deadline provided therein, by any useful written means, in particular by email. At the expiration of this deadline, the Quote will be void.

 

4.2  Acceptance of the General Terms and Conditions

 

The Client’s acceptance of these General Terms and Conditions is materialized by the signature of the Quote to which they are attached.

 

This acceptance can only be full and complete. Any acceptance subject to reservation is considered null and void. The Client who does not accept to be bound by these General Terms and Conditions must not access the Application or use the Services.

 

5.        Registration on the Application and for the Services

 

5.1

The use of the Services requires the Client to register on the Application. The Client must provide all the information marked as mandatory, including their name, first name, professional email address and password. The Client acknowledges and accepts that the email address entered on the registration form constitutes their login ID.

 

In the context of MalouCopilot Services, the Client’s registration on the Application will be carried out directly by Malou.

 

Any incomplete registration will not be validated.

 

Registration results in the opening of an account in the name of the Client (the “Account“), giving access to a personal space (the “Personal Space“) which enables the management of the use of the Services in a form and using the technical means that Malou deems most appropriate to provide said Services.

 

5.2

The Client guarantees that all information provided in the registration form is accurate, up-to-date, and truthful, and is not misleading in any way.

 

The Client agrees to update this information in their Personal Space in the event of any changes, so that it always complies with the aforementioned criteria.

 

The Client is informed and agrees that the information entered for the purpose of creating or updating their Account constitutes proof of their identity. The information entered by the Client is binding on them once it has been validated.

 

5.3

The Client may access their Personal Space at any time after identifying themselves using their login ID and password.

 

The Client agrees to use the Services personally and not allow any third party to use them on their behalf or for their account, except for assuming full responsibility for such use.

 

The Client is equally responsible for maintaining the confidentiality and security of their login ID and password, and any access to the Application using them is deemed to be carried out by the Client. The Client must immediately contact Malou if they notice that their Account has been used without their knowledge. The Client acknowledges Malou’s right to take all appropriate measures in such a case.

 

6.        Specific terms of registration for MalouCopilot Services

 

Registration for MalouCopilot Services requires that the Client:

  • Is registered on the Application in accordance with the ‚ÄúRegistration on the Application‚ÄĚ article,
  • Accepts these General Conditions, acceptance of which is materialized by the signature of the Quote to which they are attached.

 

7.        Duration

 

The Services provided herein are subscribed to by the Client in the form of a subscription (the ‚ÄúSubscription‚ÄĚ), the start date and duration of which are indicated in the Quote (the ‚ÄúInitial Period‚ÄĚ).

 

This subscription will then be tacitly renewed for periods of the same duration as the Initial Period, unless terminated by either party by registered letter with acknowledgment of receipt at least one month before the expiration of the Initial Period.

 

Once the Subscription is renewed, it may be terminated by either party, subject to at least one month’s notice prior to the expiration of the relevant period, without prejudice to other termination methods provided in the General Conditions.

 

In any case, termination of the Subscription is made by email and takes effect at the end of the Subscription period during which the request is sent.

 

8.  Services

 

  • Description of MalouApp Services

 

The MalouApp Services offered by Malou and subscribed to by the Client are defined in the Estimate.

 

They aim to provide an optimized management solution for the Client’s accounts on different third-party applications.

 

Malou undertakes, in particular, to provide the Client with a personalized report of their online performance and visibility gain every four weeks from their registration and throughout its duration, subject to having previously received from the Client all the documents requested by Malou, including its login credentials and access codes to the different platforms necessary for the proper execution of the Services.

 

8.2  Description and Implementation of MalouCopilot Services

 

  • Description of MalouCopilot Services

 

The MalouCopilot Services offered by Malou and subscribed to by the Client are defined in the Estimate.

 

They aim to provide internal and external management of the Client’s digital marketing, who will delegate their referencing, e-reputation, and communication on social networks to Malou’s experts while participating in improving said digital marketing through the Application.

 

Malou undertakes, in particular, and under the conditions set out in the Estimate, to:

  • Define with the Client a local referencing method, e-reputation, and communication on social
  • Execute the local referencing
  • Build a social network method with the
  • Manage the Client‚Äôs social
  • Create a retro-planning of 4 posts per month on Google My
  • Create a retro-planning of 10 publications per month on Instagram and Facebook (the ‚ÄúSocial Networks‚Äú).
  • Respond to 4 and 5-star reviews posted by third parties on platforms connected to the Application (the ‚ÄúPlatforms‚Äú).
  • Carry out a photo shoot according to the deadline set out in the
  • Provide a personalized report of the Client‚Äôs online performance and visibility gain every four weeks from their registration and throughout the Subscription‚Äôs duration, subject to having previously received from the Client all the documents requested by Malou, including its login credentials and access codes to the different platforms necessary for the proper execution of the MalouCopilot Services.

 

  • Specific terms for the provision of MalouCopilot Services

 

All terms for the provision of MalouCopilot Services are defined in the Quote. However, the following is agreed upon:

Following the Client’s registration for MalouCopilot Services:

 

  • The Client will be put in contact with Malou‚Äôs onboarding team to set up the MalouCopilot Services, including verifying the Client‚Äôs registration for the platforms necessary for the provision of MalouCopilot Services and the configuration of said platforms as referred to in the Quote;
  • The Client will then be assigned an account manager with whom they will jointly define the method of referencing, e-reputation, and social media communication to be executed as part of the MalouCopilot Services. This introduction to the account manager will be made during two separate phone calls entitled ‚Äúmission launch 1‚ÄĚ and ‚Äúmission launch 2‚ÄĚ.

 

As part of the provision of MalouCopilot Services, Malou will, in particular, manage the Client’s social media platforms and publish content (the “Publications“):

  • Malou will send the draft Publications to the Client no later than 72 hours before the scheduled date of publication;
  • The Client may inform Malou of any modifications they deem necessary until 24 hours before the scheduled publication date, up to a maximum of two back-and-forth communications between the Client and Malou;
  • After this deadline, the draft Publications will be considered validated and accepted by the Client;
  • Malou will then proceed to publish the Publications on the scheduled

 

As part of the provision of MalouCopilot Services, Malou will also, as provided for in the Quote, carry out a photoshoot for the Client for the creation of content (the ‚ÄúShooting‚ÄĚ):

  • The date of the first Shooting will be set during the onboarding phase, and subsequent Shootings will be decided in consultation between the Client and Malou‚Äôs account manager during the Subscription period, as provided for in the Quote;
  • Malou will send the Shooting brief to the Client no later than 24 hours before the Shooting;
  • In the event of a disagreement with the Shooting brief, the Client must inform Malou before the start of the Shooting;
  • During the Shooting, the Client must follow the instructions contained in the brief and the photographer‚Äôs instructions. In the absence of the Client‚Äôs compliance with these instructions, Malou cannot be held responsible for the Client‚Äôs dissatisfaction with the outcome of the Shooting;
  • Following the Shooting, Malou will send the Client the number of photos taken as indicated in the Quote (the ‚ÄúPhotos‚ÄĚ) within 72 hours. These Photos will be available for direct download in the ‚ÄúGallery‚ÄĚ tab of the Application;
  • Within 10 days from the transmission of the Photos to the Client, the Client may request any necessary modifications and/or retouching of the Photos, up to a maximum of 2 retouching requests;
  • If the Shooting is not entirely satisfactory to the Client, after stating the reasons by email to Malou within 10 days, Malou may propose a new Shooting to the No Shooting may be granted if the Client fails to comply with the brief and the photographer‚Äôs instructions;
  • After the aforementioned deadline, the Photos will be considered validated and accepted by the Client;
  • Malou may then proceed to use the Photos for the provision of the

 

In case of cancellation of the Shooting by the Client: Less than 24 hours before the Shooting:

 

  • The Shooting included in the Services will be considered as having been carried out,
  • The Client must therefore book and reschedule a new shooting as soon as possible according to the pricing conditions that will be communicated to him/her by Malou;

 

More than 24 hours before the Shooting:

  • The Client will be able to reschedule a new Shooting within the limit of only one rescheduling per period as set out in the Quote;

 

In case of cancellation of the Shooting by Malou, Malou must propose to the Client the holding of a new Shooting as soon as possible.

 

8.3  Hosting of the Application

 

Malou undertakes, in the terms of an obligation of means, to host the Accounts and any content published by the Client on its Account in accordance with the practices of the profession and the state of the art, on its own servers or by a professional hosting provider, exercising its activity in accordance with the practices of the profession and the state of the art.

 

In this context, Malou undertakes to provide the Client with sufficient storage and processing capacity within the framework of the Services, in accordance with the practices of the profession and the state of the art.

 

Malou undertakes to implement all technical means, in accordance with the state of the art, necessary to ensure the security and access to the Services, concerning the protection and monitoring of infrastructures, the control of physical and/or immaterial access to said infrastructures, as well as the implementation of detection, prevention and recovery measures to protect the servers from malicious acts.

 

Malou also undertakes to take all necessary precautions, with regard to the nature of the data and the risks presented by the automated data processing implemented for the needs of the Services, to preserve the security of the data, and in particular to prevent them from being distorted, damaged or accessed by unauthorized third parties.

 

8.4  Technical support

 

Malou offers the Client technical support accessible by email at the following address: contact@malou.io, allowing him/her to report any difficulty encountered during the use of the Services.

 

8.5  Other Services

 

Malou reserves the right to offer any other Service that it deems useful, in a form and with features and technical means that it deems most appropriate for providing said Services.

 

 

9.   Financial Terms

 

  • Price and Payment Terms

 

In consideration for the Services provided hereunder, the Client agrees to pay Malou the subscription fee indicated on the Application upon registration or in the Quote (the “Price“).

The Client acknowledges and agrees that the first month’s subscription fee will be collected upon confirmation of the creation of their Account.

Subsequent payments will be made via automatic SEPA direct debit every 4 weeks from the date of the subscription to the Client’s Subscription.

The Price for the Services shall be paid to Malou via SEPA direct debit through a secure payment service provider which alone shall retain the Client’s bank details for this purpose.

The Prices referred to above shall be subject to invoices communicated to the Client by any written means, including email.

Malou reserves the right, at its sole discretion and in accordance with its own terms, to offer promotional offers or price reductions to the Client, which may be included in the Quote.

 

9.2  Currency and Exchange Rate

 

Unless otherwise stated, Prices are expressed in euros and exclusive of taxes.

When the calculation of the Price requires the application of an exchange rate, the applicable rate is that of the payment date of the Price, with the Client being responsible for any applicable exchange fees.

 

9.3  Price Revision

 

The Price for the Services may be revised by Malou, effective upon the automatic renewal of the Subscription in accordance with the terms provided under ‚ÄúDuration‚ÄĚ.

 

Malou agrees to inform the Client of any modification to the Prices by any written means at least 2 months before the new rates become effective.

 

If the Client does not accept the new Prices, they must terminate their Subscription in accordance with the terms provided under ‚ÄúDuration‚ÄĚ in order to prevent its automatic renewal.

 

The Client is deemed to have accepted the new Prices if, subsequent to their effective date, they continue to use the Services.

 

9.4  Delays and payment defaults

 

By express agreement between the parties, any delay in payment of all or part of a sum due to Malou on its due date under its Subscription, understood as a failure of its SEPA direct debit, shall automatically result, without prejudice to the provisions of the ‚ÄúSanctions for breaches‚ÄĚ article and from the day following the payment date shown on the invoice:

 

The termination of the term of all sums due by the Client and their immediate enforceability, regardless of the payment terms that had been provided;

  • The immediate suspension of its Subscription until the full payment of all sums due;

 

  • The invoicing to the benefit of Malou of a late interest, due solely by the contractual term expiration, at the rate of 3 times the legal interest rate, based on the amount of the unpaid debt

 

on the due date, and a lump-sum compensation of ‚ā¨40 for recovery costs, without prejudice to any additional compensation if the actual recovery costs incurred exceed this amount.

 

  • The Client will have one month to update its banking information in case of expiration of its means of payment. Failing this, Malou will be entitled to terminate its Subscription and/or to apply this clause.

 

10.  Proof Convention

 

The Client expressly acknowledges and accepts:

 

  • that the data collected on the Application and Malou‚Äôs computer equipment are evidence of the reality of the operations carried out under these terms and conditions,

 

  • that this data constitutes the main mode of proof accepted between the parties, in particular for the calculation of sums due to Malou.

 

11.  Obligations and liability of Malou

 

Without prejudice to the other obligations provided for in the General Conditions, Malou undertakes to comply with the following obligations:

 

  • Malou undertakes to carry out its obligations with diligence and in accordance with the rules of the art, it being specified that it has an obligation of means, to the exclusion of any obligation of result, which the Client expressly acknowledges and accepts.

 

  • Malou undertakes to use the information, documents, data, and more generally all elements that may be transmitted to it by the Client only for the purposes of performing these terms and conditions and not to disclose or share them with any third party, except at the express request or agreement of the Client.

 

  • Malou undertakes to provide the Client with competent personnel and to provide the necessary advice, warnings, and information for the proper performance of the Services. It also undertakes to inform the Client of any foreseeable difficulties, in particular with regard to a difficulty in performing the Services.

 

  • Malou certifies that it holds an insurance policy covering its professional liability. It undertakes to maintain this insurance policy in force for the duration of the Services.

 

  • Malou‚Äôs intervention is limited to the sole provision of the Services, excluding all others. As such, the Client acknowledges and accepts that the Services are provided personally to him, and that Malou does not intervene in any way in the relationship between the Client and his own clientele, or any other third party, does not maintain any relationship with them, and does not provide them with any service.

 

  • The Client undertakes to hold Malou harmless in all disputes or disputes between said persons and to personally resolve them.

 

  • The services defined herein are provided by Malou as is and without any warranty, express or implied. Malou does not guarantee, in particular, that the Services, subject to constant research to improve, in particular, performance and progress, will be completely free of errors, defects, or faults, or that the Services, being standard and not offered solely for the Client‚Äôs personal constraints, will specifically meet their needs and expectations.

 

  • In any event, Malou offers no guarantees regarding any business volume that may be generated by the Client through the Services.

 

In any event, Malou’s liability under these terms and conditions is expressly limited to the direct damages suffered by the Client and to the annual amount of his current Subscription.

 

12.  Client’s obligations and warranties

 

The Client agrees, in his use of the Services, to comply with these General Conditions as well as with the laws and regulations in force, and not to infringe the rights of third parties or public order.

 

The Client undertakes to provide Malou with all documents, elements, data, and information necessary for the performance of its obligations, in particular, its login credentials and passwords for the platforms necessary for the proper performance of the Services.

 

More generally, the Client undertakes to actively cooperate with Malou in order to ensure the proper execution of the Services, to respect the deadlines referred to in the Estimate, the deadlines related to Publications, Shooting and Photos, as well as these General Conditions, and to inform Malou as soon as possible of any difficulties related to this execution. Any delay attributable to the Client will postpone the possible schedule for the performance of the Services.

 

The Client declares that he has received from Malou, prior to the signing of these, all the advice, instructions, and clarifications that he needs to subscribe to his Subscription with full knowledge of the facts, that he thus has sufficient knowledge of its Services, as they appear on the Application and in the Estimate, and that he has, prior to these, sufficiently exchanged with Malou to ensure that his Services correspond well to his expectations, needs, and constraints.

 

The Client acknowledges that the Services offer him an additional, non-alternative, commercial and marketing development solution and that this solution cannot replace other means he may have to achieve the same objective.

 

The Client is solely responsible for all content of any nature (editorial, graphic, audio, audiovisual, or other), including Publications and Photos, that he publishes, directly or through Malou, on the Application and/or on Platforms and/or Social Networks (the “Content“), and for any consequences that may arise from them. The Client is thus solely responsible for any request to remove said Publications and/or Photos from third parties.

 

The Client accepts that the Content published on the Application is made public by default and is likely to be viewed by other users of the Application.

 

The Client warrants to Malou that he has all necessary rights and authorizations for the distribution of this Content. He undertakes that such Content is lawful, does not infringe public order, good morals or

 

the rights of third parties, does not violate any legislative or regulatory provisions, and more generally, is not in any way likely

 

The Client hereby undertakes not to distribute, including but not limited to:

 

  • Child pornography, pornographic, defamatory, insulting, racist, obscene, indecent, shocking, violent, xenophobic, or revisionist content,
  • Counterfeit content,
  • Content that undermines the image of a third party,
  • Misleading, deceptive, or content that offers or promotes illegal, fraudulent, or deceptive activities,
  • And, in general, content that may infringe upon the rights of third parties or be detrimental to third parties in any manner or form.

 

The Client indemnifies Malou against any complaints, claims, actions, and/or demands that it may suffer as a result of the Client’s violation of any of its obligations under the General Terms and Conditions. The Client undertakes to reimburse Malou for all expenses, costs, and/or damages that it may have to bear as a result of such violation.

 

13.  Reciprocal information between parties

 

During the term of this Agreement, the Parties agree to actively and in good faith cooperate in

order to perform the Services and to keep each other informed of any difficulties related to such performance.

 

14.  Sanctions for breaches

 

In the event of a breach of any provision of the General Terms and Conditions or, more generally, a violation of laws and regulations by the Client, Malou reserves the right to take any appropriate measures, including but not limited to:

 

  • suspend, delete or prevent access to the Application and the Services of the Client, who is the author of the breach or violation, or who participated in it,
  • delete any Content related to the considered breach or violation, in whole or in part,
  • take any appropriate measures and initiate any legal action,
  • if necessary, notify the competent authorities, cooperate with them, and provide them with all useful information for the investigation and repression of illegal or illicit activities.

 

The Client is informed and accepts that any breach of its obligations may result, in addition to the consequences set forth above, in the immediate termination of its Subscription by Malou by any written means.

 

15.  Confidentiality

 

Each Party undertakes to keep strictly confidential the documents, elements, data, and information of the other Party to which it may have access and that are expressly identified by the other Party as being confidential. With regard to the company Malou, the Parties already expressly agree that this

 

obligation of confidentiality covers the personal data that it will have to process for the Client within the framework of the Services.

 

All of this information is hereinafter referred to as ‚ÄúConfidential Information.‚ÄĚ

 

The Party receiving Confidential Information undertakes not to disclose it without the prior agreement of the other Party, for a period of 3 years from the end of the performance of the Services concerned. It may only transmit them to employees, collaborators, trainees, or advisers who are subject to the same obligation of confidentiality as provided herein. This obligation does not apply to documents, elements, data, and information:

 

  • of which the receiving Party was already aware;
  • already public at the time of their communication or which would become public without violating the General Terms and Conditions;
  • received lawfully from a third party;
  • whose communication would be required by the judicial authorities, in accordance with laws and regulations, or in order to establish the rights of a Party under these General Terms and Conditions.

 

Confidential Information, as well as login credentials and access codes to Platforms and/or Social Networks, may be transmitted to Malou’s employees, collaborators, trainees, agents, and subcontractors, provided they are subject to the same obligation of confidentiality.

 

16.  Intellectual property

 

  • The systems, software, structures, infrastructures, databases, and contents of any nature (templates, texts, images, visuals, music, logos, trademarks, databases, etc.) operated by Malou on its Site and its Application are protected by all intellectual property rights or database producer rights in force. Any disassemblies, decompilations, decrypting, extractions, reuses, copies, and more generally, any acts of reproduction, representation, dissemination, and use of any of these elements, in whole or in part, without the authorization of Malou are strictly prohibited and may be subject to legal

 

  • In the course of performing the Services, MALOU may provide the Client with deliverables, including publications, photos, and documents that may be protected under copyright law (the ‚ÄúCreations‚ÄĚ). The Creations provided by MALOU as part of the Services are protected by all intellectual property rights in force and remain the exclusive property of Under these terms, the Client only benefits from a simple license to use the Creations transmitted by MALOU for the entire duration of the legal protection of the copyright and worldwide and only for the purpose of performing these terms. Therefore, the Client is authorized to use the Creations only on the website and social networks as specified in the Quote, for exclusively professional use. Any other use must be subject to prior written agreement from MALOU through the signature of a separate Quote from the one relating to the Services.

 

  • For the purpose of performing the Services and for a limited duration, the Client grants Malou a free, non-exclusive, and non-transferable right to use its pre-existing rights, including its trademarks and logos, worldwide. The Client is informed that this license is necessary for the proper performance of the Services.

 

17.  Authorization for the dissemination of Client’s testimonials

 

During the term of its Subscription, the Client authorizes Malou to use the testimonials it publishes on the Site, on the Application, its social networks, or Malou‚Äôs social networks (the ‚ÄúTestimonials‚ÄĚ) for the promotion of the Services and the Application, under the following conditions:

 

  • It consents to the dissemination of its Testimonials free of charge by Malou on its social networks and/or on its Site, as well as on all other French or foreign websites, published by any company with which Malou has agreements,
  • It consents to the dissemination of its Testimonials by Malou by any means and on any medium for the purpose of promoting the Site and the Application,
  • It agrees that its Testimonials may be translated into all languages,
  • It acknowledges and accepts that its Testimonials may be subject to modifications, particularly as regards their framing, format, and colors, as well as alterations or degradation in their quality, depending on the technical constraints of the Site,
  • It waives any claim for remuneration, royalty, compensation, or financial compensation from Malou in this regard.

 

18.  Personal data

 

  • General provisions

 

The parties undertake, each for its part, to comply with all legal and regulatory obligations incumbent upon them with regard to the protection of personal data, in particular, Law No. 78-17 of January 6, 1978 in its latest modified version, known as the Data Protection Act, and EU Regulation 2016/679 of the European Parliament and of the Council of April 27, 2016 (together, the “Applicable Regulations“).

 

For the purpose of managing the contractual relationship between the parties, each party processes the personal data of its counterparts at the other party as a data controller within the meaning of the Applicable Regulations, for the duration of the General Conditions. This processing is necessary for the proper performance of the General Conditions.

 

General and relates only to identification data (including name, first name, email address, phone number) of the parties involved. This data is kept for the strictly necessary duration for the management of contractual relations between the parties.

 

The personnel of the parties, their control services (auditor in particular), and their subcontractors may have access to the personal data collected.

 

This processing may give rise to the exercise by the parties’ interlocutors of their rights provided for by the applicable Regulation, namely: (i) to obtain communication and, where appropriate, rectification or erasure of their data, (ii) to request erasure or limitation of processing, (iii) to object to processing for legitimate reasons, (iv) to request portability of their data in order to retrieve and store it, and (v) to file a complaint with a competent supervisory authority.

 

  • Processing of personal data by Malou as a subcontractor

 

1 Description of the subcontracted processing

 

As part of the Services, Malou may process personal data on behalf and for the account of the Client as a subcontractor, while the Client acts as the data controller within the meaning of the applicable Regulation. The characteristics of the processing are described in Annex 1 of the General Terms and Conditions.

 

1 Malou’s obligations towards the Client

 

  • Data processing:

Malou undertakes to process personal data only for the purposes listed in Annex 1 and in accordance with the Client’s documented instructions, including with regard to the transfer of data outside the European Union. Malou undertakes to inform the Client if she believes that an instruction constitutes a violation of the applicable Regulation. In addition, if Malou is required to transfer data to a third country or an international organization, under the law applicable to the General Terms and Conditions, she must inform the Client of this legal obligation before the processing, unless the concerned law prohibits such information for important reasons of public interest.

 

  • Security and confidentiality of data:

Malou undertakes to implement appropriate technical and organizational 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. Malou also ensures that persons authorized to process personal data are bound by the obligation to preserve their confidentiality.

 

  • Other subcontractors:

Malou is authorized to use subcontractors (the ‚ÄúSubsequent Subcontractor‚ÄĚ) listed in Annex 1 of the General Terms and Conditions to carry out specific processing activities. In the event of a change in the list of authorized Subsequent Subcontractors, Malou shall inform the Client in writing in advance. This information shall clearly indicate the subcontracted processing activities, the identity and contact details of the Subsequent Subcontractor. The Client has a period of fifteen (15) days from the date of receipt of this information to present its legitimate and motivated objections. In the absence of objections within this period, the Client shall be deemed to have accepted the use of the Subsequent Subcontractor. In the event of persistent objections by the Client, the parties shall meet in good faith and use their best efforts to discuss a resolution. Malou may choose (i) not to use the Subsequent Subcontractor or (ii) to take the corrective measures requested by the Client in the context of the objections raised and to use the Subsequent Subcontractor. If neither option is reasonably possible, and if Malou cannot use another subcontractor for legitimate reasons for the envisaged processing, either party may terminate the General Terms and Conditions upon thirty (30) days‚Äô notice.

 

The Subsequent Subcontractor is required to comply with the obligations set forth in the General Terms and Conditions on behalf of and according to the Client’s instructions. It is the responsibility of Malou to ensure that the Subsequent Subcontractor provides sufficient guarantees regarding the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the applicable regulations. If the Subsequent Subcontractor fails to fulfill its obligations regarding data protection, Malou remains fully responsible to the Client for the Subsequent Subcontractor’s performance of its obligations.

 

  • Transfer of personal data outside the European Union:

 

Malou is authorized to transfer personal data processed under the General Terms and Conditions to countries located outside the European Union, subject to the implementation of appropriate safeguards as defined in Chapter V of the aforementioned regulation.

 

  • Assistance and Provision of Information:

Malou undertakes to assist the Client and respond promptly to any information requests made by the Client, whether in the context of a request to exercise the rights of the data subjects, an impact analysis, or a request from data protection authorities or the Client’s data protection officer.

 

  • Notification of personal data breaches:

Malou undertakes to notify the Client as soon as possible after becoming aware of any personal data breach relating to the processing covered by this Agreement, and to provide the Client with any useful information and documentation relating to such breach.

 

  • Fate of data:

Malou undertakes, at its option, to delete the personal data at the end of the Agreement or to return it to the Client and not to retain any copy of it, unless required by applicable Regulations.

 

  • Documentation:

Malou shall provide the Client, at the latter’s request, with all information and documents necessary to demonstrate compliance with its obligations and to enable audits to be carried out. The Client may therefore carry out audits once a year, at its own expense, in order to verify Malou’s compliance with the obligations set out in this article. The Client shall inform Malou of the audit at least two (2) weeks in advance. Malou reserves the right to refuse the identity of the auditor if he or she belongs to a competing company. The audit shall be carried out during Malou’s business hours and in a manner that minimizes disruption to its activities. The audit shall not in any way prejudice (i) the technical and organizational security measures deployed by Malou, (ii) the security and confidentiality of the data of other Malou clients, and (iii) the proper functioning and organization of Malou’s production. To the extent possible, the parties shall agree in advance on the scope of the audit. The audit report shall be sent to Malou to allow it to provide any written observations or comments, which shall be annexed to the final version of the audit report. Each audit report shall be considered confidential.

 

1 Obligations of the Client vis-à-vis Malou:

 

‚Äst The Client undertakes to:

  • provide Malou with the personal data referred to in Annex 1, excluding any personal data that is not relevant, disproportionate, or unnecessary, and excluding any ‚Äúspecial‚ÄĚ data within the meaning of the applicable Regulations, unless the processing justifies it, and the Client is responsible for establishing such justifications and taking all appropriate measures, including prior information, consent collection, and security, for such special data;
  • collect, under its responsibility, in a lawful, fair, and transparent manner, the personal data provided to Malou for the performance of its services, and in particular, ensure the legal basis for such collection and the information due to the persons concerned;
  • keep a record of processing activities and, more generally, comply with the principles of the applicable Regulations;
  • ensure, prior to and throughout the processing, compliance with the obligations laid down by the applicable Regulations.

 

19.  Force Majeure

 

Neither Party shall be held liable for any failure to perform its contractual obligations if such failure is due to an event beyond its control and constituting force majeure, as defined in Article 1218 of the French Civil Code.

 

Force majeure shall include, in particular, the occurrence of an event presenting the characteristics of unpredictability and irresistibility usually recognized by French law and courts, as well as strikes, terrorist activities, riots, insurrections, wars, government actions, epidemics, natural disasters or a third-party telecommunications provider’s fault.

 

The impeded party shall inform the other party as soon as possible, indicating the nature of the force majeure event. The parties shall work together to determine the most appropriate means to remedy, if possible, the consequences of the force majeure event(s).

 

If the force majeure event persists for more than 3 months, each party may terminate the Subscription, automatically, without any judicial formality, without notice and without any right to compensation of any kind, by sending a registered letter with acknowledgement of receipt having immediate effect.

 

If, as a result of a force majeure event, the affected party is prevented from fulfilling only part of its contractual obligations, it remains responsible for performing the obligations not affected by the force majeure event, as well as its payment obligations.

 

Upon cessation of the force majeure event, the impeded party must inform the other party immediately and resume performance of the affected obligations within a reasonable time.

 

20.  Commercial references

 

The parties expressly authorize each other to use their respective names, trademarks, and logos as well as references to their websites as commercial references, on any media and in any form whatsoever, during the Subscription term and for 3 years after its termination.

 

21.  Third-party links and sites

 

Malou shall in no event be held responsible for the technical availability of websites operated by third parties (including its possible partners) to which the Client may have access through the Application.

 

Malou assumes no responsibility for the contents, advertisements, products, and/or services available on such third-party sites, which are governed by their own terms of use.

 

Malou is also not responsible for any transactions between the Client and any advertiser, professional or merchant (including its possible partners) to which the Client may be directed through the Application and shall in no event be party to any disputes that may arise with these third parties concerning, in particular, the purchase of products and/or services, warranties, statements, and other obligations to which these third parties are subject.

 

22.  Advertising

 

Malou reserves the right to insert any advertising or promotional messages on any page of the Application and in any communication with Clients in a form and under conditions solely determined by it.

 

23.  Subcontracting

 

Malou reserves the right to use subcontractors to carry out the Services. In this case, Malou undertakes to ensure that its subcontractors comply with the same contractual obligations as those to which it is subject under these General Terms and Conditions.

 

The parties expressly acknowledge and agree that, in the event that these subcontractors are required to process personal data, the provisions of the ‚ÄúPersonal Data‚ÄĚ article shall apply.

 

24.  Social regulations

 

Malou declares that it complies with the applicable tax and social legislation, that it is up to date with the payment of social contributions, and that it is able to provide proof of compliance with the various obligations applicable in this regard, at the request of the Client. Malou must provide the Client, upon request and as often as necessary until the end of its Subscription, with the following documents:

 

  • an identification card proving registration with the trades register or an extract of registration with the Commercial and Companies Register dated less than 3 months ago (K or KBIS extract), or equivalent for a foreign company,
  • a certificate of provision of social declarations from the social protection organization responsible for the collection of contributions and social charges incumbent on Malou,
  • a sworn statement, according to which Malou certifies that it has filed with the tax administration, as of the date of the statement, all mandatory tax declarations, and that the work will be carried out with employees regularly employed under the Labor Code.

 

25.  Modifications

 

Malou reserves the right to modify these General Terms and Conditions at any time. The Client will be informed of these modifications by any means deemed appropriate.

The Client who does not accept the modified general terms and conditions must terminate its Subscription in accordance with the ‚ÄúDuration‚ÄĚ article.

 

Any Client who uses the Application or Services after the entry into force of the modified general terms and conditions is deemed to have accepted these modifications.

 

26.  Applicable law and jurisdiction

 

The General Terms and Conditions are subject to French law and will be governed and interpreted in accordance with this law.

 

In the event of a dispute between the parties concerning their validity, interpretation, or execution, the parties will endeavor to settle their dispute amicably. In the absence of an amicable agreement within

 

the month following the first notification sent by one party to the other concerning the dispute in question, by any written means, it will be submitted to the exclusive jurisdiction of the courts of Paris (France), unless there is a contrary imperative procedural rule.

 

27.  Language

 

The version of the General Terms and Conditions in French takes precedence over other versions in the event of a contradiction or dispute over the meaning of a term or provision.‚ÄĚ

 

Annex 1 ‚Äď Personal Data

  1. Description of the data processing carried out by Malou on behalf of the Customer

 

Purposes of the processing of personal data personal dataProvision of Services
Nature of the processing operationsRecording, consultation, extraction, deletion, destruction
Type of personal data processedIdentification data Notice content Message content
Categories of people involvedCustomer’s clients Customer’s Prospects
Duration of treatmentDurée des Conditions Générales

 

  1. List of Authorized Subsequent Subcontractors

 

 

Authorized subsequent subcontractors

Subcontracted processing activities

Location of processing

Appropriate safeguards implemented for data transfers outside the EU

Amazon Web Services

Hosting of services

European Union

Standard contractual clauses

Google Cloud

Hosting of services

European Union

Standard contractual clauses

Propulse

Optimization of actions on Instagram

European Union

/

Instafrenchie

Optimization of actions on Instagram

European Union

/