These general conditions apply between:
SHAREWORK, a simplified joint stock company with a share capital of 194,279.60 euros, registered in the Paris Trade and Companies Register under number 793 618 729, whose registered office is located 23, rue Leconte de Lisle - 75016 Paris, in the person of its legal representatives;
Here in after referred to as "Sharework";
And the User of the services developed by Sharework;
Here in after referred to as "the User";
Here in after referred to together as "the Parties";
Sharework aims to provide the means for a company to communicate its data to partner companies in a secure and selective manner, in order to identify business opportunities and possible synergies with each of these partners.
To do this, Sharework has developed services to process the Customer Data of two or more companies that wish to collaborate, in order to identify and select the Relevant Data to be shared.
Sharework therefore positions itself as a trusted third-party standing between two or more companies that wish to collaborate and communicate Relevant Data to each other, while ensuring the security and confidentiality of the rest of their data.
In accordance with the obligation set forth in article 1112-1 of the French Civil Code, Sharework's functionalities and services were presented on Sharework's website (www.sharework.co) or made available on the platform (partners.sharework.co), so that the User acknowledges and declares:
The User is generally a natural person, acting on behalf of his employer, his instructing party, his partner, his management company, his executive bodies.
In order to avoid any misunderstanding, the User makes the following statement, as far as he is concerned, to Sharework:
(i) For Users who are legal entities:
(ii) For Users who are natural persons:
Client Company: this is the company or legal entity on behalf of which the User acts when using Sharework.
Customer Data: this is the data that the User transmits to Sharework, allowing it access to its CRM (subject to compatibility) or any other Data Source, so that the latter can analyze it in order to ensure its secure sharing with the Designated Third Party who has become a User. This Customer Data will remain the property of the Client Company.
Collected Data: Any data imported by Sharework from the Customer Data for the purpose of delivering the service.
Personal Data: Any personal data as defined by the General Data Protection Regulation (« GDPR »), including all data likely to facilitate the identification of a User but also personal data collected by the User and stored in his Data Source, of which he has authorized the transfer to Sharework for processing purposes.
Personal Data of Prospects and Customers of the Client Company: Any Personal Data from the Collected Data related to prospects and customers of the Client.
Personal Data of Employees or Collaborators of the Client Company: Any Personal Data from the Collected Data related to employees or collaborators of the Client Company.
The Designated Third Party: this is the User's target company which will be invited to share the Sharework network by the User, in order to implement an analysis of their Customer Data to extract the Relevant Data that is common to them.
Data Source: Any source of data that the user connects or upload to Sharework with the intent to share some of this data to Designated Third Party. Data sources are usually CRM (Customer Relationship Management software) or CSV files, and Sharework regularly integrates new Data Sources.
Relevant Data: this is Customer Data whose comparative analysis between two Users has shown that sharing them between these two Users would be relevant, i.e. likely to foster the creation of a synergy between companies; this includes, for example, common customers, common prospects, etc.
Special Agreement: any contract that maybe signed between the User and Sharework. These contracts could be considered as Special Conditions of Sale and Use;
The Application developed by Sharework: this is the software developed by Sharework, in SaaS mode, to which the User will be able to connect through secure and dedicated access and through which it will be able to use Sharework services.
The purpose of these Terms and Conditions is to define the terms and conditions applicable to the services developed and provided by Sharework.
These General Terms and Conditions are similar in nature to a contract between Sharework and the User.
These General Terms and Conditions operate as law to the parties and shall form part of all Special Agreements that may be concluded between the User and Sharework.
In this event and in the event of a contradiction between one or more provisions of the contractual documents which constitute the Contractual Basis, the provisions of the Special Agreement, as defined, shall prevail, even if this agreement was prior to the current version of these General Conditions.
These General Terms and Conditions are subject to change.
The Parties expressly agree that all future updates shall be automatically enforceable against the User as soon as they have been disclosed, by any means, at least 7 calendar days before they take effect, for the entire duration of the contract.
In particular, Sharework reserves the right to change its pricing policy (article 6). In such a case, the updating of price conditions will be specially notified, as detailed above, and will give the User who no longer wishes to adhere to these General Conditions the possibility of revoking the contract under special conditions.
These General Terms and Conditions become effective on the date of their acceptance by the User.
The Application developed by Sharework is available at the following address: partners.sharework.co
To access the Application, the User must first create a dedicated account by entering an exact e-mail address, which may be used by Sharework to send legal notices or notices relative to the services, and define a personal and confidential password of a sufficiently secure level and comprising at least 8 characters of his choice, including at least 1 uppercase or number.
To finalize the creation of his account, the User must have read and accepted these General Terms and Conditions.
Then, the User must connect his Data Source to Sharework, it being specified that at this stage Sharework supports "Salesforce", "Hubspot", "Upsales", "Pipedrive", "Zoho" CRMs as well as .csv files as compatible Data Sources.
The connection of the User's Data Source to Sharework has several effects :
Thereafter, if the Designated Third Party responds to the User's invitation, it becomes, in turn, a User within the meaning of this Agreement, i.e. it follows the same use process and also connects its Data Source for standardization and analysis purposes.
It is only in this case, and after obtaining the express consent of each of the Users concerned, that their common Relevant Data will be extracted from their Customer Data and communicated to them according to the sharing terms they have set.
5.2. Data Processing
Sharework commits to selecting from the Customer Data only the data that will be necessary to deliver the service, which is then imported by Sharework and constitutes the Collected Data.
In order to guarantee the security of the User’s data, Collected Data is encrypted by Sharework, as described in the 5.4.b “Databases” article.
The solutions offered by Sharework are hosted on Google's servers (via its Google Cloud offer) located in the European Union.
Sharework does not use any server directly accessible from the Internet: Kubernetes nodes and databases only have private IP addresses.
Additionally, Sharework enforces infrastructure secrets (kubernetes secrets) encryption at the application layer using rotating symmetric encryption keys.
In order to guarantee the User the greatest possible protection to the Customer Data:
Access to the production databases is strictly limited to Sharework personnel in order to enable them to deliver the service covered by this agreement.
External communications are always performed over secured protocols (in particular, but not exclusively, HTTPS), which guarantees point-to-point encryption of communication via the Internet.
All code developed by Sharework is subject to extensive review before it can be used in production environments.
An important aspect of this review is to ensure compliance of the code with Sharework's security policy, and to apply good security practices.
In addition, external dependencies (open source or commercial) are continuously monitored in order to detect security breaches that may be present in these dependencies, and to be able to apply appropriate patches as soon as possible.
In order to continuously improve the services offered, Sharework reserves the right to update or install new versions of its Application.
The User acknowledges that he/she is informed that maintenance operations may be likely to make access to Sharework services temporarily unavailable.
Sharework implements a continuous development process, and should, in principle, be able to update the Application without any interruption of service.
However, in the event that Sharework should interrupt its services to deploy a new version of the software, the company will endeavor to do so under the following conditions:
In either case, these possible service interruptions will not give rise to any compensation.
A technical support service is available at email@example.com, free of charge, as soon as the questions asked relate to the use of Sharework services.
The Parties agree that Sharework may, at its discretion, develop services, the elements of which they are composed and their annexes, especially since, at the date hereof, the online version is a beta version and is therefore, by nature, subject to change.
These evolutions will be enforceable against the User as soon as they are launched into production.
In the event that the User refuses these changes, the User shall retain the right to terminate the contract under the conditions provided for in Article 10.
Since, as of the date hereof, the online version of the Application is a Beta version, Sharework services are available free of charge.
If a Special Agreement, prior to or subsequent to this Agreement, should provide otherwise, the terms of such Special Agreement shall apply, in accordance with Article 1119 of the Civil Code.
The service is offered by Sharework on a Freemium model. It means that the User either uses the Free version including all features made accessible by default upon registration online, or has a signed Special Agreement with Sharework detailing the features made available and the associated price for the service.
Sharework reserves the right to change its pricing policy at any time.
In such a context, Sharework will notify each User who has consented to this Agreement of its new pricing policy, which will be effective at the end of the second month following the notification. (Example: notification on 10 June 2020, entry into force on 1 September 2020). This notification will be sent by e-mail to the address indicated by the User.
Upon receipt, the User will benefit of a one-month reflection period at the end of which he must confirm to Sharework, by return of email, that he agrees to the pricing policy.
In the absence of such consent, this contract shall be considered terminated on the date of entry into force of the new pricing policy.
Sharework agrees to fulfill the contractual obligations for which it is responsible with loyalty and good faith.
More specifically, Sharework agrees, without this list being exhaustive, to:
However, the Parties expressly agree that Sharework may collect and store Customer Data, in order to process them anonymously for R&D purposes, for aggregated data calculation purposes, to improve its services, and particularly for matching.
The user agrees to fulfil the contractual obligations for which he is responsible with loyalty and good faith.
More particularly, the User agrees, without this list being exhaustive, to:
The liability limitations provided for in this article are key conditions of the Contract and shall continue to apply even in the event of termination or rescission, whatever its cause.
Sharework is liable for the consequences resulting from its faults, failures, omissions or errors, except if they are the result of fault, failure, omission or error of the User or one of its employees or in the event of force majeure.
If Sharework is liable to the User for any fault, Sharework shall only be liable to compensate the User for the financial consequences of direct and foreseeable damages resulting from the breach.
However, Sharework cannot be held liable for the veracity of the Customer Data or Relevant Data, whose content remains the responsibility of the User from whom they originate.
Similarly, in the event that a User has entered into and/or executed this contract without being duly authorized by, where applicable, his employer, instructing party, management company, executive bodies, etc., the said employer, instructing party, partner, management company, executive body, etc. may not hold Sharework responsible, whatever the motive.
In any event, Sharework's responsibility is set within the compensation limits provided for in its professional indemnity insurance.
The User guarantees that his employees will respect the Contractual Basis.
The User acknowledges that it is responsible for the following (non-exhaustive list):
The User's attention is drawn to the fact that he may, and is even advised to, conclude a confidentiality agreement with the Designated Third Parties in order to protect the future of the Relevant Data that will be transmitted, for which Sharework is not responsible.
Sharework remains the owner of all intellectual property rights relating to the Application and necessary for its exploitation (source code, graphic chart, database, graphics, logo, architecture, tabs, functionalities, names, trademarks, etc.).
Consequently, any use of these elements by the User is subject to written authorization by Sharework.
The User remains the owner of all the data contained in his Data Source.
The Parties may terminate the contract at any time by e-mail.
Such termination shall become effective at the end of the second month following the date of notification. (Example:notification by email on 4 August 2020, contract expiry on 1 November 2020)
If a Force Majeure event prevents one of the Parties from fulfilling all or part of its obligations, for a period of more than 15 days, both Parties may terminate the contract by simply sending an e-mail with acknowledgement of receipt, without compensation for either of the parties.
Termination will take place upon receipt of the notifying email.
In the event of one of the party’s non-compliance with its contractual obligations, the other party may give it formal notice to comply with its obligations.If the contract is not executed within 15 calendar days of receipt of the formal notice by e-mail with acknowledgement of receipt, the other Party may terminate the contract automatically and with immediate effect.
On the effective date of termination, the User's access to Sharework services will be interrupted.
In the event that any Special Agreement signed by and between the Parties sets a service fee, such fee will remain entirely due to Sharework.
The Parties agree to comply with the current regulations relative to the protection of personal data, in particular the Data Protection Act in its version in force on the date hereof and the EU Regulation of 27 April 2016, known as the"GDPR".
In doing so, Sharework is providing its services within a secure and clear legal framework, after having implemented a personal data security procedure designed to minimize the risk of data breach and, in the event of an incident, provide an effective and timely response.
Sharework guarantees the User the highest confidentiality and security for the Customer Data and Relevant Data, which may not be transferred or processed without the express consent of the User.
The Parties intend to keep the information exchanged for the carrying out of the contract confidential, regardless of the medium or nature of the information.
This obligation of confidentiality is inevitable for both Parties, who must also ensure that this obligation is observed by their employees or any subcontractor or collaborator.
This obligation of confidentiality must be observed throughout the duration of the contract but also during 2 years after the termination of any contractual relationship.
The Parties explicitly agree that the existence of their contractual relationship is not confidential and may be publicly disclosed.
More specifically, the User authorizes Sharework to mention its corporate or trade name, to use its logo and trademark as a reference, on any communication medium.
If one of the provisions of the Contractual Base is found to be null and void under the applicable law, it shall be deemed unwritten without causing the Contract or the Contractual Base to be null and void as a whole.
These General Terms and Conditions are subject to French law.
Any problem relating to the conclusion, execution, interpretation or termination of the Contract shall fall under the exclusive jurisdiction of the Paris Court of Appeal, even in the event of third parties, proceedings involving several defendants, or summary proceedings.