General Terms and Conditions of Use

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General Terms of Use as of January 27, 2024

THESE GENERAL TERMS OF SERVICE (the “Terms”) are a legal and binding agreement between Top Equipmet (“Top Equipmet” or “We” or “Service Provider”) and you, or if you represent an employer or client, than the employer or client (“You” or “Client”), governing your use of Top Equipmet’s https://www.Standard-Tracker.com website, the emailing services and all other related services that Top Equipmet provides (collectively the “Services”).

Top Equipmet reserves all rights to change or update these Terms at any moment and at its sole discretion, by posting on its Website or by providing any other notice, if possible at least 30 days before its entry into effect, and your rights under these Terms will be subject to the most current version posted on the Website at the time of use. PLEASE CAREFULLY READ THESE TERMS. BY SUBSCRIBING OR BY ACCESSING OR USING THE WEBSITE OR THE SERVICES, YOU AGREE THAT YOU HAVE READ AND AGREE, WITHOUT RESERVATIONS, TO BE BOUND BY THE LATEST VERSION OF THE AGREEMENT BEING THE FOLLOWING DOCUMENTS, LISTED BY ORDER OF PRIORITY: Specific Terms (defined below in article 1), if any;

Article 1. Definitions

Each capitalized term herein shall have the meaning given below unless otherwise expressly stated.

“Data” means Client’s electronic data, whether or not personal data, which are collected, managed, processed and/or shared by Client.

“Service” means the Top Equipmet externalized application solution that is hosted on the servers and/or cloud that Service Provider designates and that Client may execute remotely. Service Provider expressly reserves the right, at any time during the term of the Agreement, to adapt, arrange and/or modify any of the components granting access and use rights to the Service and the associated documentation, provided that the maintenance and support commitments are complied with for these operations. Similarly, Top Equipmet may, at any time, discontinue providing a platform deemed undesirable and/or obsolete and migrate services to a new infrastructure; in which case, Top Equipmet will endeavor to inform You as early as possible and invite You to migrate your account to the new infrastructure.

“Intellectual Property Right” means all industrial property and copyrights including patents, trademarks, designs and models, copyrights (audiovisual effects, graphic interfaces, preparatory design material, software and source code, specifications and ancillary documentation).

“Operating Policies” means the operational rules, guidelines and processes followed by Service Provider in the operation of the Service, and with which Customer’s compliance is also required in some cases. These Operating Policies are comprised of the Privacy Policy, Service Level Agreement (SLA), and Top Equipmet Sending Policy, as updated from time to time, and are incorporated herein.

“Specific Terms” means all specific terms and conditions mutually agreed with the Client stating in particular the financial and technical elements specified in quotation.

“Website” means the web pages associated with the technological features of the Service described in the Service Documentation that can be accessed by and configured for and/or by Client, especially the “Admin” interface, in accordance with the Agreement.

Article 2. Support and Service Levels

Top Equipmet is now in beta, no guaranty in term of Service Levels could be done up to the service still in beta phase.

Article 3. Use of the Services

3.1 Use of the Services

You shall comply with the terms and use restrictions, if any, set out in these present Terms, and in the Operating Policies. You shall be responsible for ensuring that your users also comply with said Terms and use restrictions. You shall not interfere with or disrupt operation of the Service and shall comply with the Agreement for access to and use of the Service. Top Equipmet reserves the right, at its sole discretion, to take any necessary action to address any improper use.

3.2 Credentials

When You create your account, You undertake to share the information required to process your orders as requested on line, including, your surname, first name, company name, address and valid email. This Data shall be processed in accordance with our Privacy Policy. You are responsible for the consequences of false or inaccurate information You have shared with us. You shall keep confidential and secure all credentials, User IDs and passwords associated with your account, and to immediately notify Us of any unauthorized use of your account, or of any theft or loss of credentials allowing access to the account. Each account is personal and can only be accessed and used by You or the users duly authorized by You. You recognize and acknowledge that You may be liable for any unlawful, wrongful or fraudulent use of the account, and You shall indemnify and hold Us harmless against any action or claim arising from such a use. We reserve the right to request proof of your identity or authority before granting access to your account.

Article 4. Plans – Financial Terms

We offer various options to our Clients, including free and paid plans, with or without a fixed commitment period. You can find these options and the relevant pricing on our website at: https://Standard-Tracker.com/pricing/. The pricing of these plans is available in Euros.

5.1 Free plans

Free plans are non paid subscriptions subject to use restrictions (maximum limits to the number of daily and monthly emails and support ticket requests, restriction on API calls, etc.); these use restrictions are set forth on our Website. You may at any time terminate your free plan or upgrade to a paid plan.

5.2 Paid plans (Basic & Premium)

Paid plans are without any fixed-term commitment and have lower use restriction limits than the self-service free subscriptions. Premium features can also be added to these plans. Your paid subscription shall be due and payable either on yearly basis in advance from the date of your first paid subscription and no automatic renewal will be processed. You may at any time terminate Your paid self-service plan. We nevertheless draw your attention to the fact that Top Equipmet shall not reimburse You the unused fees paid for a started year. Payment may be made by credit card, direct debit, or e-payment system (paypal). You authorize Top Equipmet to charge the credit card or bank account You provide to Us for any and all costs and amounts that You owe Us for the Services.

5.4 Common provisions for all paid plans

Invoices are either expressed in Euros and are payable without discount and upon receipt (unless otherwise stated on the invoice), preferably by bank transfer to the account number provided on the invoices. Any delay in payment (i) will allow us to recover and without notice late interest, any collections fees and other amounts as allowed by law and (ii) may immediately, after notice, temporarily suspend access to and use of the Service and/or terminate your subscription. All amounts payable are quoted excluding taxes. You shall pay any and all taxes imposed by any government on the amounts payable for the Services, or reimburse Us in the event We have paid such amounts, for which You are personally responsible. Top Equipmet reserves the right to change the Services fees by notifying You by email with at least a thirty (30) day notice. If You do not accept the new fees as notified to You, You shall cease all use of the Services on or before the last day of the monthly period already paid at the date of the notification and terminate your plan. For fixed term plans, the fees applicable are the ones in force on the date of your order; the new fees will be applicable to You only on the renewal date of your plan. You agree not to seek Top Equipmet’s liability and not to dispute payment for the sending of Your emails, even in the event any of them are blocked by a third party and do not reach their recipient as You would have desired.

Article 5. Termination

5.1 Right of withdrawal

The Services are reserved exclusively for a professional use and any regulations on consumer or retraction rights are not applicable to the Services.

5.2 Termination and/or deletion of an account upon Top Equipmet’s initiative

Top Equipmet may terminate your Account and the performance of Services at its sole discretion under the following circumstances: at any time and for any legitimate reason for a free plan or inactive account provided reasonable notice is given; or, after You have been notified by Top Equipmet following any breach of laws or regulations or these Terms, including but not limited to: if payment or partial payment of any sum due by You is not received by Top Equipmet; in the event of a payment incident; when using the Services to send emails that do not comply with the Sending Policy; in the event of a breach or attempted breach of the Website security; or, in the event of fraud or attempted fraud when using the Website.

5.3 Consequences of the termination

Upon expiration or termination of your account for any reason whatsoever, all amounts still owed by You, shall become due and payable immediately. We will not refund any prepaid fees and will charge You the full amount that We would have been entitled to charge for the remaining term. You are advised that as of the effective termination date of your account, You will cease to have access to your account and to the Data stored therein, subject to the provisions of the Privacy Policy and applicable laws.

Article 6. Intellectual Property & Access and Use Rights

6.1 Trademarks

The service name Top Equipmet and all trademarks referenced on the Website, without limitation, are among the registered trademarks of Service Provider. You are not allowed to use any such trademarks without Service Provider’s express written agreement. All Website content, including graphics, logos, page headers, icons, and service names are the property of Service Provider and its affiliates. Other trademarks that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Service Provider.

6.2 Copyrights

All elements on the site, such as graphic elements (including graphical interface), logos, headers, icons, service names, literary content, computer programs, etc. are protected by copyright laws, and remain the full property of their authors. You are not allowed to use the content or design of the site without Service Provider’s express written agreement. You may not use, copy, modify, create or distribute a derivative work. Concerning the computer programs used, You also cannot reverse engineer, decompile or otherwise attempt to extract the source code of our platform. Any activity that infringes terms of the Agreement violates copyright law and will be prosecuted according to the current applicable laws.

6.3 Right of Access and Use

Subject to full payment of all fees when due for any paid plans, Top Equipmet authorises/grants You a limited, non-exclusive, non-transferable, personal and temporary right to access and use the Service. This grant of rights shall not be deemed an assignment of any intellectual property rights.

6.4 Exclusive rights

Top Equipmet has the exclusive right to intervene to adapt, arrange and/or modify any of the components of the Service and in particular, to correct any errors. Top Equipmet remains the owner of all intellectual property rights, protecting, where appropriate, the works and services performed by Us in connection with our Services, as well as all associated documentation, but also all copies of such works and services, their derivatives, modifications and enhancements.

Article 7. Warranties

Top Equipmet makes all reasonable efforts to deliver a functional Service and substantially compliant with its documentation and/or SLA, but does not guarantee an error or “bug” free service. If You notice a non-compliance issue, You must notify Top Equipmet as soon as possible and Top Equipmet undertakes to make every reasonable effort to remedy the non-compliance issue, as this is Your only recourse. Top Equipmet also ensures that Support Services will be provided, where appropriate, according to the description given in the Specific Terms signed by You, where applicable, and proper codes of practice, as the Service Provider is only bound by an obligation of means in this instance. You declare, warrant and agree, in Top Equipmet’s favor, that: (1) You have the right and authority to subscribe and use the Services, and accept these Terms, and if You accept the Agreement on behalf of a corporation or other entity, to link that company or other entity hereunder; (2) You have the right and executing authority of your obligations under these Terms; and, (3) all Data, information or content that You provide to Top Equipmet in the context of your access to the Website and use of the Services is accurate and up-to-date. Furthermore, You acknowledge that Top Equipmet does not control the transfer of Data via the internet, and cannot be held responsible for delays or delivery problems arising from internet or other outside connection issues.

Article 8. Limitation of Liability

The Service, as well as the Website may include links to other websites or other Internet sources. Insofar as We cannot control these sites and external sources, Top Equipmet cannot be held responsible for the availability of such external websites or sources, and may not be held liable in any way for the content, advertising, products, services or other materials on or available from such external websites or sources. Top Equipmet provides links only as a convenience, and such inclusion of any link does not imply that We endorse the linked websites or any part of their content. In addition, Top Equipmet cannot be held responsible for the behavior or actions of other users, nor for any proven or alleged damage or loss subsequent to or in connection with access to, use of or the fact of having relied upon the content, products or services available on such external sites or sources. Top Equipmet will be freed from the performance of Services, following an event of Force Majeure, as defined in article 10.5 of these Terms. Furthermore, for maintenance reasons, Top Equipmet may suspend temporarily access to the Services; in such cases, Top Equipmet will endeavor to notify You and to keep the length of the interruption to a minimum. In any event, Top Equipmet (including its third party suppliers, employees or representatives) may not, under any circumstances, be liable for indirect or consequential damages of any kind, including and without limitation, loss of revenue, profits, chance, business interruption, or Data loss, even if the parties were informed of the possibility of such damages. Moreover, as to any indirect Top Equipmet subscriber, in no event shall Top Equipmet be liable for any End User, in particular in the event of temporary or permanent suspension of the Services due to non respect of the Top Equipmet Sending Policy by Yourself or the End User. You acknowledge that You have subscribed to the Services with knowledge of (i) the risks related to them, and (ii) the level of risk accepted by You. The prices applicable have been agreed upon in consideration of this article, which is integral to the economic balance of the Agreement.

Article 9. Confidentiality

Service Provider and You undertake to treat as confidential, and to not reproduce or disclose, other than for the sole purposes of performing the Agreement, the information and documents exchanged between them as well as any disclosures obtained during this Agreement. Both Parties shall also oblige all contracting parties, subcontractors, client or any third party to maintain confidentiality with the same reasonable care standard as its own confidential information. Both Parties acknowledge that any breach of its obligations with respect to confidential information may cause the other party irreparable injury for which there are inadequate remedies at law, and that the injured party shall be entitled to seek equitable relief in addition to all other remedies available to it. Client shall not disclose to a third party the results of any performance tests conducted on the Service, without the prior written consent of Service Provider. Excluded from the obligation to maintain confidentiality is information that is generally available to the public or whose disclosure is required for legal reasons, or due to a judicial or administrative ruling.

Article 10. Miscellaneous

10.1 Transfer of the Agreement – Change of Control

For the avoidance of doubt, it is hereby reiterated that Client has a personal, temporary, non-transferable and non-exclusive right to access and use the Service. Under these conditions, it is expressly agreed that Client shall not transfer the Agreement or any right derived from the access and use of the Service to a third party, whether by a contribution, assignment, concession, merger, demerger, loan or otherwise, including without consideration, or within the group to which Client belongs, without Service Provider’s prior written agreement.

10.2 Subcontracting

Service Provider reserves the right to use subcontractor(s) of its choice to provide the services in connection with the Services, and shall remain liable to Client for the performance thereof in accordance with the present Terms and subject to the reservations stipulated in the Agreement.

10.3 Entire Agreement

These Terms, including the Operational Policies along with any purchase order and/or special conditions, constitute the entirety of the commitments between You and us. It establishes all of the Parties’ rights and obligations and supersedes all prior oral or written commitments that directly or indirectly concern the subject matter of the agreement between us. This Agreement binding us may only be modified by a written amendment which is signed and designated as such by both Parties (You and us).

10.4 Severability

If any one of the provisions of the Agreement is deemed void under any legal principle, law or regulation, or is invalidated by a court decision, it shall be severed from the Agreement, but the other provisions of the Agreement shall remain in full force and effect.

10.5 Force Majeure

Top Equipmet shall not be responsible for any default or delay due to extraordinary events beyond its control including, without limitation, strikes, lock-outs, shutdown of internet connections by Internet provider, cyber-attacks on the Website (“Force Majeure”). If a Force Majeure event occurs, this Agreement shall be automatically suspended during the time the Force Majeure event continues, and neither Party shall be liable to the other for non-performance or delay in the performance of required obligation(s) due to the Force Majeure event, provided the non-performing Party gives prompt written notice of its inability to perform specified obligation(s) due to the event and uses reasonable efforts to resume its performance of its obligation(s) as soon as possible. It is agreed that the other Party may, during the time the Force Majeure event continues, similarly suspend performance of its obligations until such time as the non-performing Party resumes performance of its obligation(s). The Parties shall meet in order to jointly determine the conditions for resuming performance of the Agreement as soon as possible. If a Force Majeure event continues for more than a period of sixty (60) days, the Agreement may be terminated by either Party, by giving notice by certified mail, return receipt requested, effective immediately, if the impacted obligations are material obligations under the Agreement. Notwithstanding the foregoing, in no event shall a Force Majeure event, excuse or delay a Party’s obligation(s) with respect to confidentiality or Intellectual Property Rights.

Article 11. Governing Law & Jurisdiction

These Terms are subject to French law. Failing amicable settlement, any difficulties related to their interpretation or validation, and any dispute between us will be the exclusive jurisdiction of the Udine courts, notwithstanding multiple defendants or third party claim.

LEGAL NOTICE

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