These General Terms and Conditions of Sale (hereinafter referred to as the "GTC") aim to define the conditions applicable to any natural or legal person registered with the trade and companies register or any equivalent commercial register (hereinafter the "Client") who orders credits valid on the Platform offered by the company TANDEMZ, a simplified joint-stock company, with a capital of €2,400, whose registered office is located at 27 rue du Chemin Vert - 75011 PARIS, registered with the Trade and Companies Register of Paris under number 881 896 187, represented by its President, Mrs. Marine WOLFFHUGEL, (hereinafter "TANDEMZ" or "the Supplier"). Hereinafter individually referred to as the "Party" or collectively as the "Parties."

Object of the Contract

This contract (hereinafter referred to as the "Contract") aims to define the conditions for the purchase of credits by the Client from the Supplier for the use of the services offered by the Supplier on its Platform.

1. Definitions

In the GTC, terms and expressions identified by a capital letter have the meaning indicated below, whether used in the singular or plural:

  • Order: refers to any purchase of Tandemz credits;
  • General Conditions of Use: refers to all rules for using the Platform (hereinafter the "CGU");
  • Contract: refers to the GTC, to which the Order, the CGU, and the Privacy Policy are added, this set forming an indivisible whole;
  • Personal Data: refers to any data collected and processed in the context of the use of the Services, which allows the direct or indirect identification of a natural person;
  • Intellectual Property Rights: refers to copyright, patent, trademark, design or model rights, software rights, databases, domain names, as well as any other intellectual property rights already or subsequently registered or recorded, worldwide;
  • Confidential Information: refers to information and data of any kind transmitted or brought to the attention of one Party by the other Party in writing, orally, or by any other means, including but not limited to all personal, technical, commercial, strategic, or financial information, methods, studies, products, and processes, whether or not protected or protectable by Intellectual Property Rights.
  • Platform: refers to the TANDEMZ platform accessible at the addresses https://app.tandemz.io and https://www.tandemz.io;
  • Regulation applicable to the protection of personal data: refers to any regulation applicable to the protection of personal data, in particular Regulation (EU) No. 2016/679 of the European Parliament and of the Council of April 27, 2016, known as the "General Data Protection Regulation" or "GDPR" and Law No. 78-17 of January 6, 1978, as amended, known as the "Data Protection Act."
  • Services: services offered by TANDEMZ on the Platform and described in the GCS.

2. Definition of Credits

2.1 Credits are defined as a virtual monetary unit, where 1 credit is equivalent to 1 euro, allowing the purchase of Services.

2.2 Credits are valid for a period of one year (365 calendar days) from their date of purchase.

3. Terms of Purchase

3.1 The Client purchases the quantity of credits they wish according to their estimated volume for the coming year.

3.2 Depending on the purchase volume, the Client may benefit from free credits, subject to the same conditions as the purchased credits.

3.3 The payment of credits is made by the means of payment agreed between the Parties: bank transfer within 30 days from the date of the invoice or payment by credit card.

3.4 The Client cannot claim more free credits if, during the validity period, they subscribe to another contract which, cumulatively with the two credit purchases, could have earned them more free credits.

3.5 Once the Order is placed, the Client has a withdrawal period of 15 working days. Beyond this period, they can in no way claim a refund of the remaining credit balance, except in the event of a malfunction and/or unavailability of the Platform for a consecutive period of more than 15 working days.

4. Credits usage

4.1 Credits allow the settlement of Services to the Supplier concerning recruitment, such as payment of compensation to participants paid by the Supplier, recruitment options for testers or dedicated consultants, and recruitment fees for testers.

4.2 Except in exceptional cases discussed in advance between the Client and Tandemz, the Client cannot use credits to pay for consulting sessions, training, or coaching sessions, or subscribe to a platform subscription.

4.3 The amount of credits required for each study is determined at the beginning of the study based on the characteristics of the required testers and the study modalities.

4.4 Credits are debited at the end of each study based on the price of testers set at the beginning of the study and the number of testers who participated.

4.5 Credits are consumed in ascending order of expiration date (nearest expiration date first). In case of equal expiration date, purchased credits are consumed before free credits.

4.6 Credits are common to all members of the Client's team. The number of people on the Client's team who can use credits on the Tandemz platform is not limited.

5. Lifespan of Credits and Extension

5.1 Credits have an expiration date. Credits expire without any tolerance for extension if no repurchase is made before the end of the validity period.

5.2 In case of purchase of new credits before the end of the validity period, if the purchase amount is superior to 15% of the previous purchase, then the remaining credits from the previous period are carried over for up to three months. After three months, the carried-over credits expire without any tolerance for extension.

6. Prices

6.1 Testers are priced according to the modalities of each study, available on the Supplier's website.

6.2 The Client is informed that tester prices may change during the period.

6.3 In the event of a price change, the Client will be notified of these changes at least 2 months before their application.

7. Client Obligations

7.1 The Client undertakes to use the credits in accordance with the provisions of these GTC.

7.2 In case of non-payment of the corresponding invoice, the Supplier reserves the right to suspend access to the platform by the Client's team until the situation is regularised.

8. Supplier Obligations

8.1 The Supplier undertakes to provide the connection services in accordance with the general conditions of use of the platform.

9. Liability

9.1 TANDEMZ is subject to an obligation of means in providing the Services to the Client. The Client expressly acknowledges having received from TANDEMZ all necessary information, allowing him to assess the adequacy of the Services to his needs.

9.2 The Client is informed that study participants are selected by TANDEMZ based on the information they declare, and TANDEMZ does not verify the accuracy of this information.

9.3 TANDEMZ's liability towards the Client can only be sought in the event of direct damage suffered by the Client resulting from a proven contractual breach by TANDEMZ committed during or in connection with the performance of its obligations.

9.4 TANDEMZ cannot be held responsible for indirect damages of any kind suffered by the Client, including, without limitation, loss of profit, loss of earnings, loss of customers, any commercial disruption, image damage, in connection with or arising from the provision of the Services.

9.5 If TANDEMZ's liability is upheld in court, the Client may not claim any other compensation and damages or settlement of any kind, for all causes combined, other than the amount of payments made by the Client in the last twelve (12) months of the Contract.

9.6 As needed, it is specified that in no case can TANDEMZ be held liable for the actions of the Client and/or the participant. In this respect, when the study is conducted by the Client himself, TANDEMZ cannot be held liable:

  • for the relationships and discussions held between the Client and the study participants;
  • for the damage caused to the participant(s) in the study by the Client;
  • for the damage caused to the Client by the participant.

10. Duration of the Contract

10.1 This contract takes effect from the date of credit purchase and remains in force until the complete use of credits or their expiration.

11. Personal Data

11.1 TANDEMZ may have access to and process the Client's Personal Data to fulfill the Order and respond to any requests from the Client regarding the Services.

11.2 TANDEMZ will, as the data controller, process the Client's Personal Data in accordance with the Privacy Policy.

11.3 The Client has the right of access, rectification, erasure, limitation, and portability of his personal data, as well as the right to object to his data being processed for commercial prospecting purposes and the right to lodge a complaint with the National Commission for Data Protection if he considers that the processing carried out by TANDEMZ constitutes a violation of his personal data. The Client's rights to his personal data can be exercised at any time with TANDEMZ by email at the following address: contact@tandemz.io.

12. Force Majeure

12.1 Neither of the two Parties will be held responsible towards the other for the non-performance or delays in the performance of an obligation under the GCS that would be due to the other party following the occurrence of a force majeure event within the meaning of the Civil Code and jurisprudence.

12.2 In the event of the occurrence of a force majeure event, the affected Party will immediately inform the other Party, and the Parties will take all reasonable measures to limit the consequences of such an event. In the event of the occurrence of a force majeure event resulting in the temporary impossibility for one of the Parties to fulfill its obligations, the non-performance of its obligations by the affected Party will be tolerated for the duration of the force majeure event and for a maximum continuous period of thirty (30) calendar days. Beyond this, the Parties may terminate the Contract by registered letter with acknowledgment of receipt without any other formality.

13. Assignment

13.1 The Client undertakes not to assign to a third party, in any capacity, for any reason, and in any form whatsoever, the Contract or any of its rights and/or obligations, without having previously informed TANDEMZ in writing and obtained its express consent.

13.2 TANDEMZ may, subject to having informed the Client in advance, transfer the Contract to any affiliated company within the meaning of the provisions of Article L.233-3 of the Commercial Code, as well as to any third-party company engaged in particular in a capital operation, change of control, merger, absorption, assignment, or transfer.

14. General Provisions

  • Communication: Except where a provision of the GCS provides otherwise, exchanges between the Parties may take place by any means, including email.
  • Insurance: The Parties undertake and declare to have a liability insurance policy taken out with a solvent company, covering their professional liability.
  • Tolerance: It is expressly agreed that any tolerance or waiver by one of the Parties, in the application of all or part of the commitments provided for in this Contract, whatever their frequency and duration, shall not constitute a modification of this Contract, nor generate any right whatsoever.
  • Entirety: The Contract replaces all points agreements, letters of intent, letters, and proposals previously made between the Parties, regardless of their form or name and relating to the same subject.
  • Divisibility: If any provision of the Contract is canceled in whole or in part, the validity of the remaining provisions of the Contract will not be affected. In this case, the Parties must, if possible, replace this canceled provision with a valid provision corresponding to the spirit and purpose of the Contract.
  • Commercial Reference: Each Party may mention the name of the other Party and use its distinctive signs as a commercial reference in its technical and commercial documents.
  • Subcontracting: TANDEMZ may, at its sole discretion, use one or more subcontractors for the performance of its obligations. However, TANDEMZ will remain jointly responsible towards the Client for the proper performance of the services entrusted to said subcontractors.
  • Modification of the Contract: Any modification of the Contract can only be made in the form of an amendment signed by both Parties.
  • Choice of Domicile: The Parties respectively elect domicile at their registered offices.

15. Applicable Law - Jurisdiction

15.1 The Contract is subject to French law. In the absence of an amicable resolution, any dispute relating to the Contract will be brought to the attention of the competent courts located within the territorial jurisdiction of the registered office of TANDEMZ, including in the case of summary proceedings, petitions, or multiple defendants.