1. Purpose

The purpose of these standard terms of use (hereinafter the “STU”) is to govern the use of software solutions (the “Solutions”) in the OPEN BEE Portal range. The STU are applicable and govern any order relating to an OPEN BEE Portal Solution entered into with the Client (hereinafter the “Order”), excluding any other document, particularly the Client’s standard terms of purchase. The Order particularly includes the following information: Solution ordered, license term, financial terms.

2. Term

The STU are effective from their acceptance by the Client. They are entered into for the term stipulated in the Order, except in the event of early termination under the terms of article 13.

3. OPEN BEE Portal solutions

OPEN BEE Portal is a full document management range including different Solutions, i.e.:

- OPEN BEE Portal: Document management portal including optional modules.

- OPEN BEE SPHERE: Secure information sharing and collaboration solution.

- OPEN BEE Mobile: OPEN BEE Portal mobile application.

- OPEN BEE Sync: OPEN BEE Portal synchronisation and filing solution for documents stored on a computer equipped with a Microsoft Windows operating system.

- OPEN BEE Scan: Solution compatible with Konica Minolta or Develop multifunction printer ranges enabling entry of metadata for filing purposes in OPEN BEE Portal or a Windows folder.

- OPEN BEE Doc Office Manager: Filing solution for documents created using Microsoft Office suite in OPEN BEE Portal.

- OPEN BEE eMail Capture: Solution enabling automatic filing of e-mails in OPEN BEE Portal or a Windows folder.

- OPEN BEE ERP Manager: Solution for filing in OPEN BEE Portal of structured documents created using software packages

- OPEN BEE Scan Capture: Automatic data recognition and filing solution in OPEN BEE portal

When the Solution ordered is installed on the Client’s hardware (such as a computer, server or multifunction printer), its use is covered by a “Site License” described below in Article 4.

When the Solution ordered is accessible in SaaS (Software as a Service) mode via an internet connection, its use is covered by a “SaaS license” described below in Article 5.

4. Site License

OPEN BEE grants the Client, on a non-exclusive basis, a license enabling it to use the Solution installed on the computer hardware and for the term stipulated in the Order. The Client undertakes not to:

a) make a copy of the Solution, except for a backup copy

b) sub-license the Solution or transfer the license to a third party.

c) decompile, disassemble the Solution, engage in reverse engineering or attempt to discover or reconstitute the source code. In the event that the Client wants to obtain information enabling implementation of the interoperability of the Software with other software developed or acquired independently by the Client, for use in accordance with the Software’s intended use, the Client undertakes, before employing a third party, to firstly consult OPEN BEE, which may provide it with the information necessary for the implementation of this interoperability.

d) translate, adapt, arrange, modify the Solution in any way whatsoever, integrate it or combine it with other software or create composite or derivative works with the help of all or part of the Solution.

e) correct on its own, or with help from a third party, any errors in the Solution, as OPEN BEE reserves the exclusive right to maintain the Solution.

5. SaaS license

OPEN BEE grants the Client on a non-exclusive basis an SaaS mode license to the Solution, for the term described in the Order. The Solution is accessible via the internet using confidential authenticators issued to each authorised user (hereinafter “Authorised User”) for which the Client is exclusively liable.

6. Intellectual Property

All the Solutions in the OPEN BEE Portal range are the exclusive property of OPEN BEE. These STUs cannot be considered as an assignment of all or part of the intellectual property rights relating to a Solution. No provision of the STU can be interpreted as implicitly granting the Client, in any way whatsoever, a right other than a right of use within the limits described in article 4 and article 5. The Client recognises that any use of the Solution not complying with the provisions of the STU is liable to constitute infringement, subject to civil and/or criminal penalties.

7. Warranty of quiet possession

This warranty is granted to the Client provided that OPEN BEE is informed without delay of any threat, complaint or proceedings by a third party alleging infringement by a Solution on its intellectual property rights.

The Client undertakes not to settle on its own the dispute with the third party alleging infringement by the Solution on its intellectual property rights. Likewise, the Client undertakes not to manage on its own the legal defence of the dispute brought against it by the third party alleging infringement by the Solution on its intellectual property rights, and undertakes accordingly to exercise OPEN BEE’s warranty without delay. OPEN BEE shall hold the Client harmless against any settlement compensation they are sentenced to pay, or for any sentence resulting from a legal ruling, where the main matter is res judicata and the judgment final, subject to provision of evidence of receipt by the third party of the amount that the Client was sentenced to pay. OPEN BEE shall indemnify the Client for reasonable lawyers’ and bailiffs’ fees upon submission of evidence of the paid fee invoices. However, the Client shall remain liable to pay costs that they have incurred in connection with their defence (particular their lawyers’ fees).

This warranty exclusively covers a Solution as ordered by the Client.

In the event that the Client’s right to use the Solution is revoked following proceedings or action, OPEN BEE shall have the choice between the following solutions, which exclude any other form of compensation due to revocation of the right of use:

- obtaining for the Client the right to continue to use the Solution;

- modifying the Solution so it no longer infringes;

- replacing the Solution with other software with equivalent capacities and functionalities.

8. Client’s undertakings

a) The Client undertakes that all the means of authentication of Authorised Users are strictly personal to them and they remain solely liable therefor. The Client undertakes to immediately report to OPEN BEE any loss or compromise of one of their means of authentication by an Authorised User.

b) The Client undertakes not to engage in any action likely to affect the functioning of a Solution accessible in SaaS mode, such as, for example, attempted intrusion or corruption of data, denial-of-service attacks, or generally any action likely to affect the integrity thereof.

c) The Client undertakes not to keep and/or process unlawful, illegal, or infringing content in any way whatsoever using a Solution in the OPEN BEE portal range.

9. Availability of Solutions accessible in SaaS mode

Any Solution accessible in SaaS mode is available 24/7 with a high availability rate. Further information is available in the Service Level Agreement (SLA), available on request.

Access to the Solution can nonetheless be temporarily impossible for reasons of scheduled maintenance or for technical reasons of network availability independent of OPEN BEE, without the Client being able to claim any compensation on this account.

OPEN BEE provides the Client with a technical assistance service, accessible by e-mail at the address

10. Protection of personal data

Solutions in the OPEN BEE Portal range are implemented in accordance with the European personal data protection regulation (Regulation 2016/679).

10.1. OPEN BEE data controller: OPEN BEE acts as controller of Authorised Users’ personal data. This data is processed exclusively to enable access to the Solution (if it is accessible in SaaS mode) and to track access to content. Every Designated User has a right to access and correct their personal data. The Designated User can also request the deletion thereof, but in this case, they will no longer be able to access the Solution. Designated Users’ personal data is kept for the term of the contractual relationship between OPEN BEE and the Client.

10.2. OPEN BEE data processor: OPEN BEE acts as the Client’s processor of personal data (hereinafter “PD”) contained in documents and information of any kind belonging to the Client and managed by an OPEN BEE Portal Solution in SaaS mode. Accordingly, OPEN BEE undertakes to:

a) take any necessary precautions to maintain the confidentiality and security of PD and particularly prevent it from being distorted, damaged or disclosed to unauthorised third parties; more generally, OPEN BEE undertakes to implement appropriate technical and organisational measures to protect PD against accidental or unlawful destruction, accidental loss, alteration, unauthorised dissemination or access; OPEN BEE undertakes to ensure that all persons required to process PD for which it is liable comply with these measures.

b) not grant, rent, assign or otherwise disclose to a third party all or part of the PD, whether in return for payment or free of charge.

c) not use PD for purposes other than the functioning of the Solution ordered by the Client.

d) delete as quickly as possible any content belonging to the Client as soon as they so request in writing

e) reply as quickly as possible to any request from the Client regarding content managed by a Solution to enable it to take account, within the given time limits, of any requests from data subjects (right of access, right of correction, right of destruction, etc.).

f) inform the Client in writing of any modification or change concerning them that could have an impact on PD.

g) not sub-contract the provision of services relating to a Solution to a third party without the Client’s permission. Accordingly, the Client is informed and accepts that OPEN BEE Portal is hosted by the company Orange Business Services, on servers located in mainland France.

h) in case of authorised sub-contracting, make its own sub-contractor comply with all the obligations that it is required to comply with in accordance with this clause via contract clauses.

i) not transfer PD outside the European Economic Area or to a country that is not recognised by the European Commission as having a sufficient level of protection, unless this transfer is governed by standard European Commission contract clauses or binding company rules. The client can get on a simple request to its Open Bee solution reseller the list and localisation of datacentres used for data hosting when hosting is located out of the European Economic Area.

j) if OPEN BEE has reason to believe or has become convinced of the existence of a security flaw, loss or alteration of documents, OPEN BEE undertakes to (i) report the existence of this incident to the Client as quickly as possible, (ii) not disclose the existence of this incident, (iii) assist the Client, at no extra cost, with putting in place actions intended to resolve this flaw.

11. Use cases

OPEN BEE Portal can be used by the Client for certain uses that are covered by specific legal or regulatory provisions. The limits of OPEN BEE’s undertakings for these uses are described below.

· Archiving with evidentiary value

OPEN BEE portal is NF-certified Digital safe software. It meets the requirements of the NF Z42-020 standard.

· Electronic payslips

The integrity, availability, confidentiality and accessibility of payslips is guaranteed by the following means:

· Time-stamping, footprint calculation and application of an electronic certificate supplied by the client to guarantee data integrity.

· Release of payslips in secure personal spaces (digital safe), secure connection (HTTPS - TLS1.2), identification with individual user names and passwords, two-factor authenticatio

Employee access to payslips provided by OPEN BEE Portal is guaranteed as long as the Client uses OPEN BEE Portal.

At the end of the contractual relationship with the Client, OPEN BEE guarantees the issuing of electronic payslips in a structured format. Employee can retrieve their payslips at any time in a standard electronic format.

· Sending of sales invoices in electronic form

The Client must comply with the legislation applicable in terms of sales invoices in electronic form.

· Electronic management of supplier invoices

The use of OPEN BEE Portal Solutions enables capturing of accounting information, integration of documents into approval processes, and retention in electronic form of invoices received in electronic or paper form. The Client must comply with the legislation applicable in terms of purchase invoices in electronic form.

12. Liability

OPEN BEE is in no event liable for any injury resulting from (i) compromising of the means of authentication of an Authorised User, (ii) malfunctioning of the internet network, (iii) malfunctioning of the Client’s computer hardware, (iv) default by the Client on its obligations in accordance with the STU, or (v) a force majeure event.

In the event of default by one Party on its contractual obligations, the other Party shall be entitled to obtain compensation for the direct injury, of which it shall produce evidence. In any event and except in case of gross negligence, wilful misconduct or fraud, each Party’s total and maximum liability per calendar year is limited, all acts for which liability shall be incurred included, to the amount paid by the Client during the period of twelve months preceding the act for which liability shall be incurred.

The Client is solely liable for the use of any Solution in the OPEN BEE Portal range in accordance with the applicable legal and regulatory provisions, OPEN BEE’s liability being limited to the provisions described in article 11 (use cases).

13. Termination

In the event of default by either Party on a substantial obligation of the STU/an Order, the non-defaulting Party may formally demand that the other Party fulfil said obligation by registered letter with acknowledgement of receipt. If fifteen (15) days after its receipt by the other Party this formal demand remains unheeded, the non-defaulting Party may notify the other Party of the termination of the license automatically and without further ado.

14. Confidentiality

Any information, data and documents of any kind exchanged between the Parties constitute Confidential Information. However, information that (i) was already in the public domain at the time of its disclosure to the beneficiary Party, and/or (ii) was known by the beneficiary Party, which can provide evidence thereof, prior to its disclosure, and/or (iii) fell into the public domain after its disclosure to the beneficiary Party, without the latter defaulting on the STU, and/or (iv) was transmitted to the beneficiary Party by a third party entitled so to do. Each Party undertakes not to copy, reproduce or distribute to any individual or corporation whatsoever, all or part of the Confidential Information to the other Party, without the latter’s prior, written consent.

The confidentiality commitment in this article applies except in the event of an obligation of disclosure in accordance with a legal obligation, particularly to the Parties’ auditors, any administrative or judicial authority duly authorised to obtain disclosure: this obligation of disclosure must be reported by the Party concerned to the other Party with reasonable prior notice.

This confidentiality commitment shall remain valid for a period of 5 years after the end of the contractual relationship between OPEN BEE and the Client for any reason whatsoever.

15. Final provisions

No action, in any form whatsoever, arising from these STU can be brought by a Party more than twelve months after this Party becomes aware of the act on the basis of which this action was brought.

The STU/all Orders are governed by French law.