Updated on 24/04/2022
Terms and conditions of use
SAS PAATCH
RCS Paris
24 Rue de Cichy 75009 Paris
hello@paat.ch
1. Definitions
Unless otherwise stated, the following definitions will apply in
this Test License Agreement :
"Business Day" means a normal working day from 9:00 a.m. to 5:00 p.m.
30 (Central European Time) from Monday to Friday, except for
statutory public holidays in France ;
"Customer" means the legal entity identified in the Sales Order.
who signs the Test Order;
"Test License Agreement" means the terms and conditions of the
this Test License Agreement and the Test Order,
which forms an integral part of the Contract;
"Effective Date" means the date on which the Agreement takes effect.
indicated in the Test command;
"Documentation" means technical information and
that Paatch usually makes available to its customers.
available to its customers from time to time on
https://documentation.paat.ch/ ;
"Test License Fee" means the specified license fee.
in the Test Order for Service testing ;
"Confidential Information" of a Party means the
information of this Party, communicated to the other Party during the
negotiations or cooperation between the two Parties in the form of
written, oral, electronic or otherwise, and which (i) are explicitly
designated as confidential or proprietary, (ii) shall
reasonably be regarded as confidential, or (iii)
are traditionally considered to be of a very specific nature.
confidential, whether they are exclusively designated as
or otherwise, including but not limited to information and facts
concerning sales plans, customers, potential customers,
staff, suppliers, partners, investors,
subsidiaries or others, training methods and materials, information
marketing plans, sales prospects,
customer lists, inventions, program features,
discoveries, ideas, concepts, know-how, techniques, formulas,
blueprints, software (in object and source code form),
documents, drawings, prototypes, methods, processes, procedures,
codes, and technical or commercial secrets, including any
copies of any of the foregoing, as well as any analysis, study or
reports containing, based on or reflecting the foregoing. Visit
Paatch's confidential information includes, without limitation, the
Service;
"Test License" means a personal, limited license,
limited, temporary, non-exclusive, non-transferable and non
transferable for use of the Service;
"Software-Service" or "LS" refers to the delivery model of
software supplied by Paatch, in which the proprietary
Paatch and related data are centrally hosted in the
specific data centers accessible to customers at
using an Internet browser or API. The LS
is made available, hosted and managed in the
data from Paatch's hosting partner, which is
currently AWS ;
"Initial Period" means the initial period for which the
this Test License Agreement is entered into as set forth in the
Test order. The Initial Period begins on the Start Date.
vigor ;
"Service" means the exclusive Paatch Software-Service made available to
available to the customer by Paatch, including the functionalities
described in the Test Command ;
"User" means an authorized user of the Customer who has access
to the Service via the Customer solely for the purposes of
test the Service's functionality and integration capabilities.
2. Test license to use the Service for the following purposes
test
2.1 Subject to the terms and conditions of this
and the punctual payment by the Customer to Paatch of the
applicable test license, Paatch grants the Customer a license
personal, limited, restricted, temporary, non-exclusive, non
transferable and non-transferable for use of the Service
in accordance with the applicable Documentation, for the sole purpose of
validate the functionalities and integration capabilities of the Service in
a test environment. The Customer is not authorized to use the
Service in a production environment or for other purposes
business.
2.2 Paatch reserves all rights not expressly granted herein.
to the Customer in this Test License Agreement. The
test does not grant any right to sublicense or redistribute the
Service, or any part thereof, by any means and under any conditions.
in any form whatsoever. The Test License does not grant any right
translation, modification, adaptation, alteration, decompilation,
decomposition, disassembly or reverse engineering of the Service, or
any part thereof, by any means and in any form whatsoever.
whatsoever. The Customer may not copy the Service, or any part thereof
by any means and in any form whatsoever, except in the case of
to the extent that the Customer is legally authorized to do so for
testing purposes without the permission of Paatch and despite the present
copying prohibited. The Test License does not grant any right to
correction of errors, assistance or maintenance of the Service.
2.3 The Service will be made available to the Customer on the Date
effective date (or no later than ten (10) business days thereafter).
2.4 The Parties expressly agree that the Customer guarantees
that Users will at all times comply with the terms and conditions
conditions set forth in this Test License Agreement.
3. Customer's obligations
3.1. The Customer acknowledges (and agrees) that it may only process
test data (fictitious data) during testing
of the Services. This obligation includes the prohibition for the Customer to
upload any personal data during use
of the Services. In addition, the Customer will only use the functionalities
Services that do not require the processing of personal data.
personal nature. The Customer shall indemnify Paatch in the event of
violation of the clauses of this article resulting in damages
for Paatch.
3.2. The Customer undertakes not to :
a) make backup copies of the Service, unless and insofar as
to the extent permitted by applicable law;
b) alter or modify the Service;
c) circumvent any technical restrictions of the Service;
d) reverse-engineer, translate, edit and publish
decomposition or disassembly of the source code of the
Service, or otherwise (attempt to) discover, copy or create
derivatives based on the ;
e) organize or create derivative works based on the Service
without the express written consent of Paatch ;
f) assigning, distributing, licensing, offering for sale
lease, transfer, sell, rent with purchase option, rent,
charge or otherwise trade or encumber the Service, or
use the Service on behalf of a third party, or make it available to a third party.
third parties, nor authorize or permit any third party to do so.
Similarly, unless explicitly stated otherwise in the present
Test License Agreement or insofar as this is
required for testing ;
g) remove or modify any copyright or other proprietary notices
ownership of any of the Services.
4. Property rights
4.1. Paatch is and remains the sole and exclusive owner of the
Service and all related intellectual property rights.
Nothing in this contract shall transfer to the Customer any title or
any proprietary right in or to the Service, and the sole and exclusive right
is to be able to use the Service for the duration of the
the duration of this Test License Agreement in accordance with the
terms and conditions set forth herein.
4.2. The Customer undertakes not to remove, delete or modify any
in any way whatsoever all proprietary markings, including
including, but not limited to, any trademark or notice of
on or in the Service, or visible during its use.
or on any Documentation. The Customer undertakes to
incorporate or reproduce these proprietary markings on any
backup or other authorized copy.
4.3. Paatch will retain all rights and titles, including all
intellectual and industrial property rights, in connection with its
pre-existing IPs, which will be defined for the purposes of the present
Test License Agreement as including tools, methodologies,
equipment, know-how, processes, technologies, modules,
proprietary software, components, programs, analyses and structures
developed or used by Paatch prior to the Effective Date,
or developed independently of this
test, including improvements and enhancements to tools and
equipment.
5. Confidential information
5.1. Each Party shall treat as confidential and shall keep
confidential information received from the other party.
Party, and will not disclose to any third party whatsoever, other than its
agents or consultants where disclosure is necessary, any
Information obtained during contract negotiation and execution
this Test License Agreement, and only if such agents,
employees, advisors or consultants are bound by an obligation
of confidentiality at least as strict as that stipulated in the
this article.
5.2. The Confidential Information disclosed under the present
Test License Agreement may not be used by the other Party
for any purpose other than those necessary for the fulfilment of
its obligations under this Test License Agreement.
5.3. The two Parties shall take precautions to preserve the
confidentiality of the Service and, in particular, the Customer undertakes to :
a) not (and to prohibit its Users, employees and agents from
of, and not to permit any third party to) copy or otherwise
exploit any component of the Service other than as a
provided for in this contract, and not to divulge any information
third parties.
b) ensure that all copies of any part of the Service
carried out in accordance with the provisions of this Contract
of the Test License contain a legible reproduction in
permanence of Paatch's copyright notice and a notice
privacy policy.
c) report any breach of confidentiality to Paatch without delay
of which it becomes aware, and to provide all assistance
to Paatch in this respect.
5.4. The provisions of the present article shall not apply to all
secrets or information that :
a) are published or enter the public domain other than
as a result of a breach of the Test License Agreement,
b) of which it can be proved that they were known to the Party
recipient prior to disclosure by the disclosing Party,
c) have been lawfully obtained from a third party other than by a
breach of that third party's confidentiality, or
d) which can be shown to have been created on the Party
recipient regardless of disclosure.
5.5. The Receiving Party may disclose Information
to the extent required by a court order
or from any other government authority, to
provided that the receiving Party :
a) notifies the Disclosing Party reasonably in advance of the
disclosure to offer him a reasonable opportunity to obtain
a protective order or equivalent measure, unless
legislation prohibits the receiving Party from doing so,
b) cooperates reasonably with the Disclosing Party and
make reasonable efforts to obtain a
protective order or other appropriate measure,
c) discloses only that part of the Confidential Information which
disclosure is legally required, and
d) make reasonable efforts to obtain the necessary
reliable written guarantees from the judiciary or
that it will grant to the Information
the highest level of protection under the law.
applicable legislation or regulations.
5.6. The commitment provided for in this article shall take effect on
As from the period of negotiations between the Parties, will replace
any prior non-disclosure agreement signed between the Parties (the
(if applicable) and will survive for a period of five (5) years after the
termination or expiration of this Test License Agreement.
6. Terms of payment
6.1. Unless explicitly stated otherwise in the Test Order, the
Test license fees must be paid by the Customer to Paatch at
signature of the Test Order (unless otherwise agreed)
in this one), and as specified in this one.
6.2. All payments of invoices sent by Paatch to the
under this Test License Agreement shall be final and binding.
and non-refundable. The Customer explicitly accepts
electronically. Invoices will be sent electronically
in PDF format to the customer's e-mail address given in the
Test order. The Customer may request Paatch to send
a hard copy of invoices to a physical address.
6.3. The Customer agrees to make all payments due to Paatch
under the terms of this Test License Agreement in the
thirty (30) days from the date of an invoice in euros, except where
the parties have agreed otherwise in writing. In the event of delay
payment, all payment obligations of the Customer towards
Paatch shall become immediately due and payable.
6.4. Each invoice issued by Paatch will be deemed definitive.
accepted by the Customer if it has not been contested by letter.
addressed to Paatch explaining the reason for the
within thirty (30) days of the date of the complaint.
billing of the invoice concerned.
6.5. The amount of any invoice not paid within thirty (30)
days from the date of invoice will automatically give
give rise to late payment interest equal to the legal interest rate
provided for by law. Paatch will be able to pass on all costs
and administrative costs incurred by Paatch for the recovery of
any overdue amounts and any damages incurred by Paatch in the
as a result of this breach, with a minimum of 10% of the amount in
suffering or EUR 250, whichever is greater.
applied.
6.6. All fees payable to Paatch under this Agreement
will be paid without any right of set-off or compensation.
counterclaims, and free and clear of any claim or
levy or withholding of any kind whatsoever, except where required by law.
requires it, in which case the Customer agrees to pay Paatch the amounts
required to ensure that the net amounts received by
Paatch after all withdrawals and retentions are not less than
to the amounts that would have been received in the absence of these
deductions or withholdings. Amounts payable under this
Test License Agreement do not include any value added tax.
taxes and other applicable taxes, which are invoiced in
surcharge to the Customer. The Customer is responsible for payment of
all general taxes, national or local, taxes
and value-added tax,
as well as withholdings or other taxes related to the supply or
use of the Service. The Customer will promptly reimburse Paatch
taxes or duties paid by Paatch.
6.7. If the Customer is declared bankrupt, applies for a moratorium
is subject to a general seizure of assets, is put into liquidation or is
dissolved, all amounts due under the terms of the present Contract
will become due immediately.
7. Period and termination
7.1. This Test License Agreement shall commence on the Date
of entry into force and will produce its effects during the Initial Period,
then automatically terminated (unless otherwise agreed in the
the Test Order). This Test License Agreement shall be
automatically terminated if the Customer signs a license agreement
complete with Paatch.
7.2. Paatch may terminate this Test License Agreement by
at any time, subject to two (2) weeks' written notice
notified by e-mail. Paatch will reimburse the Customer in proportion to the
Test license fee paid (if applicable).
7.3. The exercise of the right of termination granted to either of the
Parties shall be without prejudice to any legal rights or remedies to
of each Party against the other in the event of a dispute.
breach of the terms of this Test License Agreement.
7.4. Upon expiration or termination of this License Agreement
test, the Customer will destroy or return all copies of the
information, even if modified (including but not limited to :
service, documentation, data files, etc.).
transmitted to or supplied by Paatch to the Customer and existing at the time
of expiration or termination, and the Customer will declare in writing and
have complied with this obligation.
8. Effects of termination
Upon termination of this Test License Agreement, irrespective of
the reason :
a) The Customer's right to use the Service will take
automatically terminated and all licenses granted to the Customer
under this Test License Agreement will be
Paatch SAS - CONFIDENTIEL Page 3 of 3
automatically terminated ;
b) Each of the Parties shall return, within a reasonable time to
As of such expiration or termination, all copies
information, even if modified (including but not
limitativement: le Service, la documentation, les fichiers de
data, Confidential Information, etc.), except where it is
required to comply with a legal obligation or
applicable accounting treatment ;
9. Limitation of liability
9.1. Paatch cannot be held liable in any way for
for any indirect, punitive, special, consequential or incidental damages.
(including damages for loss of profits, loss of business or
loss of income, loss of goodwill, loss or corruption of data, loss or
of customers and contracts, customer defection, cost of acquisition
replacement products or services, and damage to reputation),
arising from negligence, breach of contract or breach of duty.
legal or other obligations, and claims of third parties. Every
Party will have a duty to mitigate damages. Exclusions and
limitations of liability provided for in this article will produce
their effects for the benefit of affiliates and subcontractors
of Paatch to the same extent as these clauses
are working to Paatch's benefit.
9.2. To the maximum extent permitted by applicable law, the
Paatch's total responsibility with regard to the Test License, by
under this Test License Agreement, shall be limited to one
amount of one thousand euros (EUR 1,000) or to the Test License Fee
paid, whichever is less.
10. Miscellaneous
10.1 Entire Agreement - This License Agreement for
test constitutes the entire agreement and understanding between
Parties concerning its subject matter, and takes precedence over all other
oral or written agreements, declarations or understandings concluded
between the Parties with respect to its subject matter. No
statement, guarantee, undertaking or agreement of any kind whatsoever.
not expressly set out in this Contract.
Test license will have no effect and will not be used to interpret,
modify or restrict the express terms of this Contract.
Test license.
10.2. Assignment - The Customer shall not assign or otherwise transfer
any of its rights or obligations under this Agreement.
Test license without Paatch's prior written consent. The agreement of
Paatch must be requested by registered mail, mentioning
the identity of the intended beneficiary. Subject to all restrictions
clauses of the present contract, the provisions of the present contract
of this Test License Agreement shall apply to the benefit
and shall bind the Parties hereto and their heirs,
respective legal representatives, successors or assigns.
10.3 Waiver - This Test License Agreement does not
may only be modified or amended by written agreement,
signed by a duly authorized representative of each of the Parties
to the present contract. This Contract may not be waived by
Test License only by means of a written document signed by the Party
entitled to the benefits of such waiver. Any waiver
or consent of this type will take effect only in the
situation and for the purposes assigned to it, and will not constitute
a waiver or continued consent.
10.4. Severability - If any provision of this Agreement
License is deemed illegal, void, invalid or unenforceable.
in whole or in part, the other clauses shall remain in full force and effect.
and will continue to have full effect
notwithstanding. Clauses deemed to be illegal, invalid or unenforceable
shall apply to the fullest extent permitted by law.
by applicable law. Each of the Parties shall implement
all possible means to negotiate immediately
and in good faith, a valid replacement clause having an effect
economically identical or similar.
10.5. Force Majeure - Neither Party shall be liable
non-performance or delay in performance of its obligations under the contract.
under this Test License Agreement as a result of or in connection with
an event of Force Majeure. In the event of Force Majeure, the Party
shall inform the other Party at least within a reasonable period of
the nature of the Force Majeure event and the fact that it wishes to
this clause. The Party shall, within a reasonable time,
provide the other Party with proof of the existence of the Force majeure.
the date on which the Force Majeure occurred, as well as the date on which the
of its end date. In the event of Force Majeure, the Party is obliged to
to mitigate damage and must do its utmost to reduce
consequences to a minimum. The Party may not invoke the
Force Majeure and the Force Majeure clause in the event of
failure to comply with the above procedure.
10.6 Relationship between the Parties - The relationship between Paatch and the
Customer is a relationship of independent contractors. None of the
Parties is an agent of the other, and neither Party has the
any right to enter into contracts, whether expressly or
implicitly, in the name of the other Party without the written and
for purposes expressly related to the execution of the contract.
this Test License Agreement.
10.7 Notifications - Any notification to be given under the
this Test License Agreement will first be performed
by e-mail. Notifications sent to the Customer
will be sent to the e-mail address indicated on the
Test order (or, if you don't have an e-mail address, by post)
to the Customer's address). Notifications sent to Paatch will be
by e-mail to coucou@paat.ch. All notifications
transmitted by e-mail will only be valid in the case of
transmission of an express acknowledgement of receipt by post
by the receiving Party. In the absence of
receipt from Paatch within five (5) Business Days,
all notifications may be sent in writing and served
by personal delivery, registered mail or fax (confirmed by
registered mail) addressed to the other Party at its address
mentioned on the Test Order or to any other address
indicated by one of the Parties hereto. All notifications
will be deemed to have been transmitted (i) in the case of hand delivery,
at the time of actual delivery to the receiving Party
to the latter's address, (ii) in the case of transmission by service
overnight courier service, on the next working day following the day of delivery.
notification to the courier service, or (iii) in the case of
transmission by registered or certified mail, on Day 5
working day following the day of dispatch.
10.8. Applicable law and jurisdiction - This
Test License and/or Test Order will be governed and
interpreted in accordance with French law and the parties to this
submit to the exclusive jurisdiction of the Paris courts. La
United Nations Convention on Contracts for the International Sale of Goods
of goods does not apply to the Contract of Sale of Goods.
Test license and/or Test order.