DATA LEGAL DRIVE (839 793 791 R.C.S. Nanterre) publishes and markets a platform (hereinafter the “Platform “) allowing the implementation and the governance by the Customer of its compliance process with the General Data Protection Regulation and the law n° 78-17 of the 6th January 1978 (hereinafter the “Regulation”).
The use of the Platform, whether accessible freely temporarily or requiring registration linked to a subscription, entails the User’s commitment to respect these G.C.U.
When access to the Platform is free, it will end on the date indicated in the registration confirmation email. Any renewal of this free access will be subject to the express agreement of DATA LEGAL DRIVE.
- You are the account holder declared to DATA LEGAL DRIVE (hereinafter “D.L.D. “) when opening the DATA LEGAL DRIVE Platform account access
- You have read, understood, and accepted these T.O.U.
- You have all the necessary authorizations to use the Platform on behalf of the legal entity, having concluded the subscription with D.L.D. (hereafter the “Client “)
Account ownership and access
D.L.D. opens the accesses of the administrators of the Client’s entity(ies), who can then, in turn, authorise other users to access their space on the Platform and configure their profile.
The account is attached to the User on a strictly personal basis. The User shall keep his password confidential and not disclose it to anyone else. In the event of loss or theft of the password, the User undertakes to reset it directly from the D.L.D. homepage.
D.L.D. cannot be held liable for the consequences of the User not resetting the password.
The User undertakes to implement basic computer hygiene measures regarding password management.
Limits to the right of use
DLD grants the Client a personal, non-transferable, and non-exclusive right to use the Platform for its business and the duration of the Contract. The right of use is granted for the version of the Platform existing on the date of subscription and for the developments provided during the subscription term. This right of use is strictly limited to (i) the Users and (ii) the Client’s legal entities listed as beneficiaries in the C.D.B.
The User is prohibited from carrying out the following:
- Any temporary or permanent reproduction of the Platform, its screen pages, the sequence of these, the drafting and presentation of the questionnaires which are not directly dictated by the text of the regulations, except the standard clauses and mentions which are offered for download
- Any dissemination, distribution, rental, marketing, sub-licensing, assignment, direct or indirect provision of the Platform for the benefit of a third party or the public, whether free of charge or not
- Any modification, adaptation, or development of the Platform
- Any translation or adaptation
- Any use of the Platform for the development, production, or marketing of derivative software or software whose purpose, function, or expression is substantially or formally similar to the Platform, or for any other act infringing the rights of D.L.D.
- Any interfacing or integration with other products
- Any insertion of screens or intermediate devices to change the number of authorized Users
- Any decompilation of the Platform
- Any intrusion test on the Platform without having notified D.L.D. and obtained its prior consent
Notwithstanding the previous paragraph, concerning Clients who act on behalf of their clients, particularly as outsourced D.P.O., the latter acquires the right to make the Platform available to them for their outsourced compliance missions.
User or client property
All “Customer Data” (files, content, contracts, maps, logos, trademarks, registers, personal data, or more generally documents of the User which the User imports into the Platform) are deemed to belong to the User or the Customer and remain his property.
The User declares that they have the necessary authorisations for using and exploiting the Client Data to grant D.L.D. a right of use over this Client Data, solely for hosting and corrective and evolutionary maintenance of the Platform.
The processing register as fed by the User and the reports published from the Platform remain the property of the Client.
Ownership of Data Legal Drive: Platform and content
D.L.D. or its partners retain exclusive ownership of the pre-existing means, tools, inventions, frameworks, connectors, APIs, methods, and know-how born or developed by them in the course of executing the subscription, whether or not they are subject to specific protection (copyright, patent, trademark, license, etc.) as well as of any software published or acquired by them which is used in the context of the subscription.
In any event, the Platform remains the entire and exclusive property of D.L.D. or its partners (including its settings, functions, screens, questionnaires, data dictionaries, and legal content). D.L.D. is and remains the sole owner of the rights to its trademarks, logos, and resources.
Under no circumstances may the present agreement have the effect of transferring to the User any intellectual property rights on the Platform beyond the right of use granted. The User undertakes to keep intact any mention of the intellectual property appearing on the Platform and, more generally, to refrain from any act that may directly or indirectly infringe the rights and image of D.L.D.
The Client shall take all helpful information and prevention measures concerning Users to avoid any infringement of D.L.D.’s rights.
Use of tools provided by Data Legal Drive
As part of the provision of the Platform by D.L.D., the Client may be required to use tools provided by D.L.D. In this case, the Client certifies that it will only use these tools to provide the solution, excluding third-party use.
Consequently, no guarantee is given by D.L.D. in using these tools outside the performance of this Contract.
D.L.D. undertakes to keep all Client Data confidential and to use it only to enable the Client and the User to use the Platform following the contractual conditions in force between D.L.D. and the Client.
The User undertakes to keep all information received from D.L.D. confidential, not disclose D.L.D.’s confidential information to any third party, and to use D.L.D.’s confidential information only to exercise its rights and fulfill its obligations. Insofar as necessary, the source codes and interfaces of the Platform as well as the questionnaires and dictionaries of the Platform, constitute confidential information.
Notwithstanding the preceding, neither Party shall have any obligation whatsoever concerning information that (i) has entered the public domain through no fault of the receiving Party; (ii) is independently developed by the receiving Party; (iii) is known to the receiving Party before disclosure by the other Party; or (iv) legitimately received from a third party not subject to an obligation of confidentiality, or (v) required to be disclosed by law or court order (in which case it shall be disclosed only to the extent required and after written notice to the providing Party).
The obligations of the Parties in respect of the Confidential Information shall remain in force throughout the contractual relationship and after its termination, so long as the information concerned remains confidential to the disclosing Party and, in any event, for five (5) years after the termination of the Contract.
The Parties undertake to comply with their respective obligations under the Regulations.
In the subscription context, the Client acts as the controller of the personal data imported by the User into the Platform, and D.L.D. acts as a subcontractor on behalf of the Client.
In this respect, D.L.D. only processes the personal data imported into the Platform, in particular the data of the Users, the natural persons identified in the processing register, and any data present in the documents imported into the Platform, based on documented general or specific instructions from the Client, and for the sole purpose of hosting and corrective and upgrade maintenance of the Platform. By way of exception, D.L.D. may be legally obliged to process Personal Data by the applicable regulations, in which case D.L.D. will inform the
Client of this obligation before processing unless the relevant law prohibits such information.
Where necessary, Personal Data is stored and processed by D.L.D. (i) for the duration of the subscription only, (ii) on secure servers located exclusively in France, (iii) for the purposes mentioned above only, and (iv) is not transferred outside French territory.
The User has the rights of access, rectification, opposition, deletion, limitation, and portability by contacting the Client directly.
D.L.D. informs the Client that it (i) uses a French subcontractor to host the Platform (SCALEWAY SAS, Iliad Group), which processes the Personal Data for technical purposes only, and that (ii) in the event of an order by the Client for additional services described in Article 3 of the G.T.C., D.L.D. may use subcontractors likely to have access to the Personal Data (hereinafter, together, the “Subcontractors”). D.L.D. undertakes to ensure that these Subcontractors comply with the Regulations. In addition, D.L.D. will endeavor to engage only subcontractors established within the European Union. In the event of the addition or replacement of a Subcontractor, D.L.D. will inform the Client in writing, who will then have 30 days to present his objections based on a legitimate reason. If no objection is made within this period, the Subcontractor is deemed to have been accepted by the Client. In the event of acceptance of the Subcontractor, D.L.D. undertakes to comply with Article 28 of the General Data Protection Regulation.
D.L.D. guarantees the confidentiality of the Personal Data and undertakes to ensure that the persons authorised to process them following the Contract comply with an obligation of confidentiality and receive the necessary training in the protection of personal data.
D.L.D. deploys appropriate technical and organizational measures to protect the Personal Data and Client Data for the duration of the subscription, at the end of which, at the Client’s option, D.L.D. deletes or returns the Personal Data and Client Data to the Client. D.L.D. will destroy any existing copies of Personal Data and Client Data (subject to legal retention requirements).
D.L.D. agrees to notify the Client within 48 hours (business days) of any breach of security of Personal Data and any breach of Personal Data processed under the subscription and to cooperate with the Client to deploy remedial measures. D.L.D. undertakes to collaborate with the Client in carrying out an impact analysis, in managing requests to exercise the rights of the persons concerned, and in the event of prior consultation of the CNIL by a Client.
D.L.D. provides the Client with the documentation necessary to demonstrate compliance with all its obligations (including the processing register provided for in Article 30 of the General Data Protection Regulation) and to allow audits to be carried out by the Client.
Applicable law and jurisdiction
In a dispute concerning the interpretation or execution of these G.C.U., the Parties shall endeavor to find an amicable solution to their dispute by involving their respective General Management.
If no solution is found, the Parties agree to submit to a conciliation procedure using a request to the President of the competent Commercial Court, implemented by the most diligent Party by sending a registered letter to the other Party. The Parties shall then have a period of fifteen (15) days to set up the conciliation procedure and one (1) month to reach an agreement unless a written agreement extending the period is reached. The Parties shall recover their complete freedom of action if no agreement is reached.
These G.C.U. are subject to French law.
In the absence of an amicable agreement or conciliation between the Parties and for any dispute arising between them concerning the interpretation, performance, or termination of these G.T.U.s, jurisdiction is expressly granted to the competent courts of Paris, notwithstanding multiple defendants or third-party proceedings, even for emergency procedures or protective procedures by way of summary proceedings or petition.