Terms of use

PREAMBULE

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. 

Todo 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 theRelevant 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 Civi lCode, Sharework's functionalities and services were presented on Sharework's website (business.sharework.co) or made available on the platform (partners.sharework.co), so that the latter acknowledges and declares:

• To have the necessary skills to understand Sharework services;
• To ensure that the services offered by Sharework are relevant and appropriate to its IT needs and infrastructure, particularly with regard to its CRM accounting with Sharework services.  

GENERAL USER DECLARATIONS

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:

• That it is a legally constituted company, in good standing with regard to the legislation applicable to it and that its legal representative, or its management company, has all the powers and qualities to sign and implement this contract;
•  That the signature of this contract has been validly authorized, if necessary, by the competent bodies;
• That the signature and execution of this contract does not and will not result in any breach, termination or modification of any contract or act to which it is a party and that this contract is not in conflict with any provision of such contract or act.

(ii) For Users who are natural persons:

• That he has the fullcapacity to enter into and implement this contract on his own, in particular that he has been duly authorized by its employer, instructing party, partner, management company and executive bodies;
• That the signature and execution of this contract does not and will not result in any breach, termination or modification of any contract or act to which it is a party and that this contract is not in conflict with any provision of such contract or act.

Article 1 // DEFINITIONS

• Customer Data: this is the data that the User transmits to Sharework, allowing it access to its CRM (subject to compatibility), 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 CustomerData will remain the property 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 theUser, in order to implement an analysis of their Customer Data to extract theRelevant Data that is common to them.

• 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.

Article 2 // PURPOSE

The purpose of these Terms and Conditions is to define the terms and conditions applicable to the services developed and provided by Sharework.

Article 3 // THE CONTRACT

These General Terms and Conditions are similar in nature to a contract between Sharework and the User.

3.1. The Contractual Base

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.

3.2. Opposability of updates of these general conditions

These General Terms and Conditions are subject to change.  

TheParties 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.

Given that the current online version of the Application developed by Sharework is aBeta version, 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 theseGeneral Conditions the possibility of revoking the contract under special conditions.

Article 4 // CONTRACT EFFECTIVE DATE

These General Terms and Conditions become effective on the date of their acceptance by the User.

Article 5 // DESCRIPTION OF SERVICES

5.1. The Application and the use process

The Application developed by Sharework is available at the following address: partners.sharwork.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 8characters of his choice.

 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 CRM to Sharework, it being specified that at this stage only "Salesforce" and "Hubspot" CRMs are compatible.

The connection of the User's CRM to Sharework has several effects :

• It allows the User to invite one or more Designated Third Parties with whom he or she has the ambition, in the long term, to create or study the opportunity to create a business synergy;

• It constitutes express authorization given to Sharework, by the User duly authorized, to import all the data from his CRM so that it can be standardized and then analyzed, in particular for calculation purposes. Sharework refrains from disseminating or transmitting this Customer Data unless it obtains the express and unambiguous consent of the User.
• It gives Sharework the right to store and use the User's credentials in order to be able to connect to the CRM, it being understood that this right to store and use may be revoked at any time and by any means by the User.

At this stage, and in order to guarantee the User absolute confidentiality and the greatest possible protection of the data present in his CRM, Sharework commits to use irretrievable encryption of all personal data. 

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 CRM for standardization and analysis purposes.

It is only in this case, and after obtaining the express consent of each of theUsers concerned, that their Common Relevant Data will be extracted from theirCustomer Data and communicated to them according to the sharing terms they have set.

5.2. Data hosting

The solutions offered by Sharework are hosted on Google's servers, via its GoogleCloud offer.

Generally, Sharework consistently favors physical locations suggested by Google within theEuropean Union

5.3. Maintenance of the Application

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:

• Tuesday evenings between 6pm and 7pm for service breaks of less than 1 hour
• 4 times a year, for a period of up to 4 hours. In this case, the User will receive a notification at least 2 weeks in advance     informing him of the occurrence of this outage.

In either case, these possible service interruptions will not give rise to any compensation.

5.4. Data Security

a. Databases

Sharework keeps all of its data and customer data by applying “at-rest” encryption to it.

Access to the production databases is strictly limited to Sharework personnel in order to enable them to deliver the service covered by this agreement.

b. Communications

Sharework services are available only via the HTTPS communication protocol, which guarantees point-to-point encryption of communication via the Internet.

c. Software

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.

5.5. Customer support

A technical support service is available at team@sharework.co, free of charge, as soon as the questions asked relate to the use of Sharework services.

5.6. The evolution of the Application

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.

Article 6 // PRICING POLICY

6.1. Beta version pricing policy

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 withArticle 1119 of the Civil Code.

6.2. Opposability mode of the evolution of the pricing policy

This free service is subject to change depending on the development of Sharework's services, which means that the pricing policy as defined herein is also subject to change.

 In such a context, Sharework will notify each User who has consented to thisAgreement 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.

Article 7 // MUTUAL OBLIGATIONS

7.1. Sharework’s Obligations

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:

• Provide an Application in accordance with its business proposal;
• Inform the User in good time of any malfunction or interruption of services;
• Make every effort to limit malfunctions;
• Meet legal and regulatory obligations;
• Ensure and be able to justify, at the User's first request, the methods used to guarantee the security of Customer Data;
• Refrain from any transmission of the User's Customer Data without his express consent;
• Refrain from any dissemination of Relevant Data, between the User and the Designated Third Party, without the express consent of the two concerned Users.

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.

7.2. User’s Obligations

The user agrees to ful fil the contractual obligations for which he is responsible with loyalty and good faith.

More particularly, the User agrees, without this list being exhaustive, to:

• Only make professional use of the Application;
• Refrain from using theApplication for illegal, unlawful or immoral purposes;
• Communicate reliable and accurate data;
• Deal with the compliance with the RGPD of the data present on its CRM and which will become the Customer Data within the meaning of this Agreement;
• Inform Sharework of any security breaches observed on the User's dedicated space;
• In the event of non-compliance with these obligations by the User or one of his employees, Sharework reserves the right to terminate the contract in accordance with the procedure detailed in Article 10.

Article 8 // RESPONSIBILITY OF THE PARTIES

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.

8.1. Sharework's responsibility

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.  

8.2. User’s Responsibility

The User guarantees that his employees will respect the Contractual Basis.

The User acknowledges that it is responsible for the following (non-exhaustive list):

• Internet access for all the devices from which he or she wishes to access the Application;
• Being duly authorized by, when applicable, his employer, instructing party, management company, executive bodies, etc., to fulfill his commitment with Sharework and execute this contract;
• The use, by himself and his employees, of secure, personal and confidential access codes;
• The harmful consequences of errors, faults, omissions, failures committed by him or by any employee;
• Any action taken by an unauthorized third party with User IDs and passwords;
• Retention of his CRM data, as their conversion into Customer Data by Sharework does not constitute legal archiving;

TheUser'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 orderto protect the future of the Relevant Data that will be transmitted, for whichSharework is not responsible.

Article 9 // PROPERTY

Sharework remains the owner of all intellectual property rights relating to theApplication 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 CRM.

Article 10 // TERMINATION

10.1. Termination at any time with notice

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)

10.2. Termination for Force Majeure

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.

10.3. Termination for default

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.

10.4. Consequences of termination

On the effective date of termination, the User's access to Sharework services will be interrupted.

Article 11 // COLLECTION AND PROCESSING OF PERSONAL DATA

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"RGPD".

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 has established a proper privacy policy which can be consulted here.

Article 12 // CONFIDENTIALITY

Sharework guarantees the User the highest confidentiality and security for the CustomerData 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.

Article 13 // RELATIVE NULLITY

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.

Article 14 // APPLICABLE LAW AND COMPETENT JURISDICTION

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 ofAppeal, even in the event of third parties, proceedings involving several defendants, or summary proceedings.

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