"PAY AS YOU GO"

The purpose of these General Terms of Services (hereinafter the "GTS") is to define the conditions applicable to any individual or legal entity registered in the Trade and Companies Register or any equivalent commercial register (hereinafter the "Customer") who, on the Platform orders the Services 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 in the Paris Trade and Companies Register under number 881 896 187, represented by its President, Mrs. Marine WOLFFHUGEL, (hereinafter "TANDEMZ"). Hereinafter individually referred to as the "Party" or collectively as the "Parties."

Definitions

In the GTS, capitalized terms have the meanings set forth below, whether used in the singular or plural:

  1. Order: means any subscription to the Services offered on the Platform;
  2. Customer account: means the account created by the Customer;
  3. Terms and conditions: refers to all the rules of use of the Platform (hereinafter the "TAD");
  4. Contract: means the GTS, together with the Order, the TAD and the Privacy Policy, all of which form an indivisible whole;
  5. Personal data: means any data, collected and processed in the context of the use of the Services, which makes it possible to designate or identify, directly or indirectly, a natural person;
  6. Intellectual Property Rights: means copyrights, patents, trademarks, designs, software rights, databases, domain names, as well as any other intellectual property rights already or later filed or registered, and this worldwide;
  7. Confidential Information: means information and data of any kind transmitted or made known to a Party by the other Party in writing or orally or by any other means and including without limitation all personal, technical, commercial, strategic or financial information, methods, studies, products and processes, whether or not they are protected or protectable by an Intellectual Property Right.
  8. Platform: means the TANDEMZ platform accessible at app.tandemz.io and https://www.tandemz.io ;
  9. Regulation applicable to the protection of personal data: means any regulation applicable to the protection of personal data and in particular Regulation (EU) No. 2016/679 of the European Parliament and of the Council of 27 April 2016 known as the "General Data Protection Regulation" or "GDPR" and Law No. 78-17 of 6 January 1978, as amended, known as the "Data Protection Act."
  10. Services: refers to the services of selection of participants, organization and follow-up of tests, proposed on the Platform detailed in article 3.

Acceptance of the GTS

  1. The GTS are reserved for professionals registered in the Trade and Companies Register or any equivalent commercial register. The Customer declares that the Order is placed in their name and on their behalf or on behalf of the company that employs them, for the sole purpose of their professional activity.
  2. The GTS are applicable to any Order placed by a Customer. The GTS constitute a contract between TANDEMZ and the Client.
  3. All Orders are subject to the Customer's express and unconditional acceptance of the GTS by ticking the box provided for this purpose. By placing an Order, the Customer acknowledges having read and fully understood the GTS and agrees to abide by its contents.
  4. TANDEMZ reserves the right to modify the GTS at any time and without notice. In case of modification, the GTS applicable to the Customer are those in force at the date of the Order.
  5. The GTS are directly accessible on the Platform.

Description of Services

  1. The Services offered by TANDEMZ can be the following:

    • search for available participants within the Tandemz panel and/or on social networks to participate in quantitative or qualitative studies including product testing, user testing, interviews, focus groups and online studies.

    • select participants;

    • contact the participants to inform them of the date and place of their appointment;

    • send an appointment reminder the day before the appointment;

    • compensation for participants;

    • if ordered by the Customer, organization of the study on behalf of the Customer according to the study terms chosen by the Customer in the Order.

      The Customer acknowledges that the participants selected by TANDEMZ are not employees or representatives of TANDEMZ.

  2. The Services are more fully described on the Platform.

Ordering Services

  1. For any Service Order, the Customer must have a Customer Account or create a Customer Account in accordance with the TAD.
  2. Pay as you Go offer. The Customer can place an Order for Services online, by entering the type of study they wish to carry out, the profiles targeted to participate in the study, the methods for validating these participants, the timetable and the meeting format considered. Pricing is detailed throughout the Order process. After filling in the entire order form on the Platform, the Customer accesses the summary of their Order, indicating the scope of the Services, the price and the payment terms. It is the Customer's responsibility to check that there are no errors, after which they confirm that they have read and accepted these GTS by ticking the corresponding box and confirming their willingness to proceed with the Order. The Order will then be considered firm and final, and will trigger the service ordered. Any modification or cancellation of the Order must be accepted by TANDEMZ. The request for change may result in a change in the price of the Order. The Customer may access the description of its Order from their Customer Account. The Customer will be invoiced upon completion of the ordered service in accordance with the conditions set forth in Article 6.
  3. Prepaid plan offer. To subscribe to a prepaid package that allows the Customer to benefit from credits to be consumed on the Platform in the year following the Order, the Customer is invited to contact TANDEMZ directly via the contact form made available on the Platform, by chat, by e-mail or by telephone.

Customer's obligation

  1. The Customer acknowledges that it is strictly forbidden to order and use the Services for illegal, fraudulent or other activities that infringe on the rights or safety of others. Any violation of these GTS may result in the suspension of the Services and/or the termination of the Contract, without prejudice to any compensation that may be claimed by TANDEMZ.
  2. If the Client chooses to intervene in the validation of participants, it may only refuse candidates on the basis of the selection criteria defined in the Order. In no case may the Client oppose TANDEMZ's refusal to accept a candidate who meets the selection criteria set forth in the Order. Any modification of the Order must be accepted by TANDEMZ and will be subject to additional pricing.
  3. No later than twenty-four (24) hours after the end of the study, the Client undertakes to inform TANDEMZ of any absence of a participant from their appointment. The Customer is informed that they will not be charged for this/these participant(s) but will not be entitled to compensation for the time they have booked for this/these participant(s).
  4. The Client shall not, without the authorization of TANDEMZ, canvass participants to offer them to take part in a study subsequent to the study covered by the Order.

Financial conditions

  1. Price. The price of the Services is detailed in the Order. The price is linked to the number of participants selected for the study. The amount of compensation awarded to the participant is determined by the study that is the subject of the Order. The prices are indicated in euros, excluding tax and including all taxes. TANDEMZ reserves the right to pass on, without delay, any tax or any increase in the rate of existing taxes.

  2. Absence of a participant. If any of the participants selected for the study do not show up for the appointment and do not participate in the study, the Customer will not be billed for that participant. TANDEMZ will deduct the fee associated with the participant from the invoice.

  3. Payment terms. Unless otherwise agreed, TANDEMZ shall issue its invoice upon completion of the Order. The invoice can be sent to the Customer by mail or email and is payable, by bank transfer, within thirty (30) days from its issue date.

  4. Late payment. In accordance with the provisions of Article L. 441-10 of the Commercial Code, any delay in payment will result, without prior notice and by right, in a fixed recovery indemnity of €40 as determined by decree and late payment interest at the rate applied by the European Central Bank at the time of its last refinancing operation, increased by ten (10) points.

    In the event of late payment, TANDEMZ shall have the right to terminate the Contract to the exclusive detriment of the Customer or to exercise any other legal remedy to obtain compensation for the damage suffered.

Intellectual property

  1. The Customer acknowledges and agrees that all right, title and interest in and to the Platform, the TANDEMZ names and logos, including the associated intellectual property rights, are and shall remain the exclusive property of TANDEMZ or of third parties having authorized TANDEMZ to exploit them. The Contract does not grant the Customer any property right or interest in the Platform, the names and/or logos of TANDEMZ, but only a right to access and use the Platform under the conditions of the license defined below.

  2. Subject to full payment of the price by the Customer, TANDEMZ will grant the Customer, for the duration of the Contract and for the whole world, a non-exclusive, non-assignable, non-transferable license to access and use the Platform for the sole purpose of its professional activity (hereinafter the "License"). Customer agrees not to use the Platform other than as permitted by the Contract.

    In particular, Customer agrees not to do any of the following, or permit or authorize any third party to do any of the following: (i) decompile, disassemble, reverse engineer or otherwise attempt to obtain the source codes of the Platform, in whole or in part; (ii) copy the source code of the Platform or create a derivative work from such source codes; (iii) rent, sublicense, sell, loan or transfer the Platform.

Personal data

  1. TANDEMZ may have access to and process the Customer's Personal Data in order to execute the Order and to respond to any requests from the Customer regarding the Services.
  2. TANDEMZ will, as data controller, process the Customer's Personal Data in accordance with the Privacy Policy.
  3. The Customer has the right to access, rectify, delete, limit and port their personal data, as well as the right to object to their data being processed for commercial prospecting purposes and the right to lodge a complaint with the National Commission for Information Technology and Civil Liberties if they consider that the processing carried out by TANDEMZ constitutes a violation of their personal data. The Customer's rights on their personal data can be exercised at any time with TANDEMZ by email at the following address: contact@tandemz.io.

Duration and termination

  1. Duration. The GTS are applicable during the entire period of execution of the Order.
  2. Termination for fault. In the event of a breach by either Party of any of its obligations, the other Party may, within thirty (30) clear days from the date of receipt, or in the absence thereof from the date of first presentation of a registered letter of formal notice with request for acknowledgement of receipt which has remained unsuccessful, terminate the Order by operation of law, without prior notice or judicial or other formality, and without prejudice to any other rights or actions, in particular with a view to seeking any damages to which it may claim.
  3. Termination for breach of the TAD. In the event of a breach by the Customer of the TAD, TANDEMZ may automatically terminate the Contract, without prior notice or compensation, all or part of the Customer's access to the Platform and/or the Services. TANDEMZ may pronounce such termination without prejudice to all other rights, actions and remedies it may have for the compensation of the damage it may have suffered as a result of such breaches.
  4. Consequences of termination. Upon termination of the Contract for any reason, the Services will cease immediately, regardless of their status. The sums paid by the Customer prior to the expiration or termination of the Contract shall be retained by TANDEMZ. Except in the case of termination for TANDEMZ's fault, all sums still owed by the Customer to TANDEMZ shall become immediately due and payable on the date of expiration or termination of the Contract.

Confidentiality

Each Party undertakes (i) to protect and treat in the strictest confidence the Confidential Information given to it by the other Party and/or to which it may have had access during the performance of the Contract (ii) not to reveal to any third party, without the prior written consent of the other Party, the nature or content of the Confidential Information of the other Party, either directly or indirectly; (iii) not to use the Confidential Information for any purpose other than the performance of the Contract; (iv) not to copy the Confidential Information for any purpose other than the performance of the Contract.

The obligation of confidentiality does not apply to information: (i) which was known to either Party, without any obligation of secrecy, prior to its transmission by the other Party; (ii) which is legitimately obtained by either Party from third parties; (iii) which is or becomes publicly available, without breach of the undertakings given by either Party; (iv) which is reasonably disclosed to employees, suppliers, contractors or others, for the performance of the Services; (v) which is required to be disclosed by law or competent authority.

The Parties shall require third parties and members of their staff who may be involved in the Contract to sign a confidentiality undertaking guaranteeing the same level of confidentiality. The confidentiality undertaking remains in force as long as the information concerned has not become public.

Responsibility

TANDEMZ is subject to an obligation of means in providing the Services to the Customer. The Customer expressly acknowledges having received from TANDEMZ all the necessary information, enabling them to assess the suitability of the Services to their needs.

The Customer is informed that the participants in the studies are selected by TANDEMZ on the basis of the information they declare to it and that TANDEMZ does not verify the veracity of this information.

TANDEMZ's liability towards the Customer may only be sought in the event of direct damage suffered by the Customer that is caused by a proven contractual breach by TANDEMZ committed in or during the performance of its obligations.

TANDEMZ shall not be liable for indirect damages of any kind suffered by the Customer, including, but not limited to, loss of profit, loss of business, loss of clientele, commercial disturbance of any kind, damage to image, in connection with or arising from the provision of the Services.

If TANDEMZ is found liable in court, the Customer shall not be entitled to claim any other indemnity, damages or settlement whatsoever, for any reason whatsoever, other than the amount of the payments made by the Customer during the last twelve (12) months of the Contract.

In any case, it is specified that TANDEMZ cannot be held responsible for the actions of the Customer and/or the participant. In this respect, when the study is carried out by the Customer himself, TANDEMZ cannot be held responsible:

  • with respect to the relationship and discussions between the Customer and the study participants;
  • for damages caused to the study participant(s) by the Customer;
  • for damages caused to Customer by the participant.

Force Majeure

Neither of the two parties will be held responsible towards the other for the non-execution or the delays in the execution of an obligation of the GTS which would be due to the fact of the other party following the occurrence of a case of force majeure within the meaning of the Civil Code and the jurisprudence.

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

Assignment

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

TANDEMZ may, subject to prior notice to the Customer, transfer the Contract to any affiliated company within the meaning of Article L.233-3 of the French Commercial Code, as well as to any third party company that is involved in a capital operation, change of control, merger, absorption, assignment or transfer.

General Provisions

  1. Communication. Except in the cases where a stipulation of the GTS provides otherwise, the exchanges between the Parties can intervene by any means, in particular by electronic mail.
  2. Insurance. The Parties undertake and declare that they hold an insurance policy taken out with a solvent company, covering their professional civil liability.
  3. Tolerance. It is formally agreed that any tolerance or waiver by one of the Parties, in the application of all or part of the undertakings provided for in this Contract, regardless of the frequency and duration thereof, shall not constitute a modification of this Contract, nor shall it generate any right whatsoever.
  4. Completeness. The Contract supersedes in all respects all previous agreements, letters of intent, correspondence and proposals between the Parties, regardless of their form or designation and relating to the same subject matter.
  5. Divisibility. If any of the provisions of the Contract is canceled in whole or in part, the validity of the remaining provisions of the Contract will not be affected. If any provision of the Contract is invalidated in whole or in part, the validity of the remaining provisions of the Contract shall not be affected.
  6. Commercial reference. Each of the Parties may quote the name of the other Party and use its distinctive signs as a commercial reference in its technical and commercial documents.
  7. Subcontracting. TANDEMZ may, at its sole discretion, use one or more subcontractors to perform its obligations. However, TANDEMZ shall remain jointly and severally liable to the Customer for the proper performance of the services entrusted to the said subcontractor(s).
  8. Modification of the Contract. Any modification of the Contract may only be made in the form of an amendment signed by both Parties.
  9. Choice of residence. The Parties shall respectively elect domicile at their registered offices.

Applicable Law – Jurisdiction

The Contract is subject to French law. In the absence of amicable resolution, any dispute relating to the Contract shall be referred to the competent courts located within the territorial jurisdiction of the registered office of TANDEMZ, including in the event of summary proceedings, applications or multiple defendants.