Silex General Conditions of Sale and Use

Applicable on: 07/08/2019

These General Terms and Conditions of Sale and Use govern relations between SILEX and Users in the context of their use of SILEX Services.

Thus, the User undertakes, during each of his visits to the Site, to respect these General Conditions of Sale and Use which apply to all the services available on the Site, whether these be provided free of charge or purchased on a fee-for-service basis, in packs or on subscription.

Consequently, the User accepts, fully and without reservation, all of these General Conditions of Sale and Use of the Site before any subscription, consultation of Information and/or simple free use of the Site.

Unless proven otherwise, the data recorded on the Site constitutes proof of all transactions between Silex and the User.

The acceptance of the General Conditions of Sale and Use occurs when the Subscriber, after completing the online Registration Form, clicks on the validation button.

They constitute a binding contract between Users and SILEX and apply as soon as the User uses the Services. No particular or contrary condition can therefore prevail over these general conditions, except with the written agreement of SILEX.

SILEX reserves the right to modify these general conditions at any time. Users must regularly consult these SILEX general terms and conditions in order to be aware of the modifications made thereto.

SILEX nevertheless undertakes not to modify these general terms and conditions which could have the effect of substantially modifying the content of the SILEX paid Services.

However, no modification of the General Conditions of Sale and Use will be binding on Subscribers before this modification has been brought to their attention.

Definitions

SILEX: Silex France SAS with capital of €154,563.00 – RCS Créteil 802 375 022 – Head office: 54 avenue Lénine 94250 Gentilly

SILEX services: services offered by SILEX to Users and accessible on the site silex-app.com and described in the Description of SILEX Services paragraph of these general terms and conditions

Site: the SILEX website accessible from the URL silex-app.com

User Account: account created when a User registers on the site silex-app.com

Subscriber: User who has subscribed to one of the subscription offers offered by SILEX

Fee-for-service purchase: any operation, excluding subscription, requesting a means of payment.

Buyer Company: company registered on the SILEX site in order to execute and manage the entire sourcing system while harmonizing and systematizing practices within the purchasing teams and wishing to be put in contact with Supplier Companies for the needs of its professional activity. The Buyer Company may have several user accounts.

Supplier Company: company registered on the SILEX site wishing to reference its professional activity and, where applicable, offer its services via the Site as part of its professional activity. The Supplier Company may have several user accounts.

User(s): Any person using the SILEX Services in the context of or for the needs of their professional activity.

Sourcing(s): request for services, supplies or works published on the Site by a User or a Buyer Company for the purposes of their professional activity

Description of SILEX Services

Silex is a platform available in SaaS, aimed at two populations (Purchasing Companies and Supplier Companies) and offering functional bricks according to the type of user and their level of services.

Silex provides Purchasing departments with a scalable SaaS platform combined with powerful artificial intelligence technologies to enable them to execute and manage their entire purchasing strategy.

Silex provides Supplier Companies with a referencing service for their activity allowing them to be identified and put in contact with Buyer Companies. SILEX’s services consist, in particular, of a matchmaking service between professionals. Based on a unique algorithm, the Buyer Company is put in contact with a Supplier Company that meets its needs as described in a “sourcing”. For users, the SILEX Services consist of the possibility of putting “sourcing” online on the Site for the needs of their professional activity. Each “sourcing” is thus automatically transmitted to one or more Supplier Companies identified by the unique SILEX algorithm according to the content of the “sourcing”.

Depending on the level of confidentiality chosen in its settings, the Purchasing Company accepts that the personal data concerning it, and provided when registering on the Site, be transmitted to the Supplier Companies so that the latter can contact it by intermediary of the platform.

In the event that the purchasing company uses the services of a Supplier Company, it will be invited after the performance of the service by the Supplier Company to evaluate the latter, which the Supplier Company expressly acknowledges. The purchasing company undertakes to evaluate the Supplier Company according to objective criteria and in particular not to infringe in this context the rules of competition and the image of a Supplier Company (e.g. denigration of a Provider in order to favor another Provider).

For Supplier Companies, SILEX offers the possibility of listing their activity free of charge on the Site and of receiving “sourcing” requests published on Silex, and selected using the unique SILEX algorithm, as well as basic information on the identity of the supplier. user and/or Buyer Company,

For Corporate Buyers, Silex also offers different levels of service:

• A basic service to publish a sourcing and find Supplier Companies using the Silex algorithm, as well as essential information on the identity of the service provider. This service is limited to a 30-day trial period, up to 2 users, and one sourcing per user.
• Paid services in the form of a subscription allowing access to other functionalities provided by Silex, depending on the level of subscription to which the Buyer Company has subscribed.

SILEX does not guarantee that the Supplier Company will receive a sourcing request. Similarly, SILEX does not guarantee Buyer Companies a response from Supplier Companies that have received a “sourcing” request; the latter remain free to respond or not to a notification.

Similarly, the purchasing company remains free to respond or not to a request from a Supplier Company, which the latter expressly acknowledges.

For public buyers, it is specified in particular that the elements communicated in the context of sourcing do not constitute a commercial or contractual commitment and in no way presage future consultation. In application of the fundamental principles of public procurement and in accordance with Articles 4 and 5 of Decree No. 2016-360 of March 25, 2016, the candidate accepts that the buyer uses the information collected to define his need, in compliance with the secrecy in industrial and commercial matters.

Nevertheless, within the framework of a good use of the service, the users are invited to answer the requests which are made to them as far as possible, even to answer them negatively.

The SILEX Services are limited to connecting Users and not to providing follow-up. At no time do Silex Services intervene in the transaction or its negotiations. Silex services are also not responsible for editing the service invoice between the two parties.

Silex is not intended to intervene in the transaction, either on the essential qualities of the transaction provided for in article 1583 of the Civil Code (agreement on the price, agreement on the thing), or on the substantial elements.

Registration

In order to benefit from SILEX Services, any User must register on the Site. Registration is free and without obligation.

ATTENTION any referencing of activity must be carried out by the legal representative of the Supplier Company, or any person duly authorized for this purpose by the legal representative, who will be the main administrator of the User Account.

On the other hand, it is possible to add additional access for secondary administrators with the authorization of the main administrator.

Similarly, it is not possible to register on behalf of third parties without the express authorization of the latter. Therefore, any registration on the Site is deemed to be made by the User himself.

Only one registration per User is allowed.

SILEX reserves the right to delete any multiple account without a User being able to assert any prejudice whatsoever.

To register, the User must connect to the Site and complete the dedicated registration form. He undertakes to fill in the mandatory fields, to provide his e-mail address and to create a password. His registration will be confirmed by sending a message to the e-mail address given in the registration form allowing him to definitively validate his registration.

The password created must be kept safe and must not be communicated or shared with third parties.

Therefore, any connection or transmission of data made with the password of a User will be deemed to have been made by the latter.

The User is solely responsible for the use made of his password.

SILEX can in no way be held responsible for the loss or misappropriation of this password.

In the event of loss, theft or usurpation, the User must inform SILEX without delay.

Each User may terminate their registration at any time by unsubscribing on their User Account.

Access to the Site requires an Internet connection which is not part of the services offered by SILEX

Specific Warranties and Responsibilities Applicable to Users

The User agrees to:

• “Use the Site in good faith in accordance with these general terms and conditions, with the law and regulations in force, both in France and abroad, and more particularly with the specific regulations applicable to its profession, including any Code of Deontology enacted by the Professional Orders and Syndicates,
• Not to use the Site and the functionalities of the Site to promote its services or products through SPAM or repetitive service requests,
• Report an abuse if he considers that a content contains a defamatory or criminally reprehensible message, or that it violates his intellectual property right,
• Use the Site for the sole purpose of developing their professional activity to the exclusion of any use for personal purposes,
• Carry out a lawful professional activity which is not likely to constitute a criminal offense or violate the rules of competition or the consumer code in particular,
• Have an appropriate status and legal capacity and have carried out all the formalities allowing him to legally exercise his activity as a professional (registration in the trade and companies register, provision of a SIRET number, insurance, URSSAF …),
• For Supplier Companies, accept to be put in competition, to be rated by users, and to constantly offer a quality service according to the standards of its profession,
• Not to affect or attempt to affect in any way the operation of the Site,
• Not to extract or attempt to extract, reuse or attempt to reuse, all or part of the elements of the Site, in particular the personal details of Users in order to constitute a database for example,
• Not to modify or attempt to modify all or part of the Site,
• Not to transmit any content which could constitute, without this being limiting, incitement to hatred, violence, racism, discrimination, crimes and offences, invasion of privacy, defamation or which could be an infringement of intellectual property rights or any other right of third parties or which could mislead other users or which could violate any of these general conditions, or any national or international law or regulation, or more generally which could hinder or disrupt the proper functioning of the SILEX Sites and Services,
• Not to either introduce a virus or file of any kind whatsoever disrupting the operation of the Site, whether voluntarily or not; in such a case they alone would assume full responsibility.
• That all the information he provides is not misleading or erroneous, is true, sincere and detailed and that he holds the rights necessary for the reproduction and representation of the elements he puts online on the Site. The information disseminated on the Site by Users is under their sole responsibility. SILEX cannot be held responsible for the content or the veracity of the information disseminated by a User on the Site.”

Any information put online by a User must be provided in French, free of spelling and grammatical errors, truthful and detailed, otherwise the SILEX Services cannot function correctly, particularly in the identification of a Supplier Company in the context of sourcing, based on the unique SILEX algorithm. SILEX services do not guarantee that the sourcing or activity of a Supplier Company will find a contact despite the accuracy of the information provided.

Guarantees and liability of SILEX

SILEX undertakes to provide the SILEX Services as described in these general terms and conditions, on the Site and in all commercial documents made available to Users.

It is recalled that the SILEX Services are limited to connecting Users on the basis of the unique SILEX algorithm, therefore:

• SILEX does not guarantee to purchasing companies a response from Supplier Companies that have been contacted on “Sourcing”, the latter remain free to respond or not to a “Sourcing” notification,
• The purchasing company remains free to respond or not to a request from a Supplier Company,
• SILEX does not verify the veracity or the content of the elements put online by the Users,

SILEX does not intervene in the performance of a service by a Supplier Company having responded to a “Sourcing”.

In the event of a dispute between a Buyer Company and a Supplier Company, this will be settled exclusively between the Buyer Company and the Supplier Company without any intervention by SILEX and without its liability being held in any capacity whatsoever,

SILEX should not be the only tool used by Users for the purposes of their professional activity and SILEX does not in any way guarantee an increase in the professional activity of Users or a resolution of their Sourcing.

The unique SILEX algorithm was developed to match a search, as part of a sourcing, to a professional activity referenced by a User. Users are solely responsible for the content they post on the Site, so SILEX cannot guarantee that the Service Provider company(ies) selected by its algorithm will strictly respond to User requests, this depending on the precision and detail in the expression of “sourcing” and in the presentation of a professional activity.

SILEX may, at its sole discretion, remove any sourcing / or content published on the Site that does not comply with these general conditions or the regulations in force,

The Site strives to keep its pages accessible 7 days a week and 24 hours a day, but is only bound by an obligation of means. He can therefore interrupt access to it, in particular for reasons of maintenance and upgrading. SILEX also reserves the right at any time, and without notice, to modify, suspend or even interrupt the distribution of all or part of this Site, and in particular the links to other sites. SILEX is in no way responsible for all of these interruptions and the consequences that may result from them for the User or any third party.

Under no circumstances can the Site be held responsible for any loss of data or deterioration related to this data.

Duration/Suspension of Services/Termination of a paid service in the case of a subscription

Silex offers paid services in the form of subscription.

Each subscription offer is detailed according to:

• the contents,
• the price including all taxes,
• the number of users,
• the duration.

In the event of a promotional offer, it will be specified:

• the duration of this offer,
• the resulting savings,
• the Users to whom it is exclusively reserved.

At the end of the initial period, each subscription is renewed by tacit agreement for the period provided for in the subscription offer, unless terminated in writing by the User up to 30 days before the expiry of the current period. or re-engagement under the conditions defined by another subscription offer resulting in a different commitment period (brought to the attention of the subscriber before any subscription).

The Subscriber may only terminate his subscription when it expires, by written notification addressed to SILEX.

Suspension of Services/Termination

By the User:

The User may at any time request to unsubscribe from the Site by post or by email, this entailing immediate termination of the contract entered into between SILEX and the User.

Termination of the contract by the User automatically entails termination of the SILEX Services without any remuneration, compensation or reimbursement being due from SILEX.

By SILEX:

SILEX may suspend or terminate all or part of the SILEX Services and/or the contract in the event that:

• a User does not use the Site in accordance with these general conditions or a legal/regulatory provision in force and this, without prejudice to any damages against him due to the prejudice possibly suffered by SILEX because of his act,
• a Supplier Company accumulates too many negative ratings/comments to its credit or in the event that serious behavior is raised in a comment/rating,
• in the event of cessation of activity of the User.
• as part of the proper functioning of the services, Silex reserves the right to suspend the account of a user who has not taken out a subscription in the event of non-use of the Silex services for more than 12 months from of his last connection. Silex services undertake to notify the user in the event of prolonged non-use of its services.

Termination by SILEX for any reason whatsoever does not entitle the User to any payment of compensation, without this list being exhaustive, on the grounds of loss of earnings, or development of the customer portfolio. No indemnity will be due moreover on the grounds in particular of promotional expenses and/or investments or any other cost/expense possibly generated by the end of the contract.

Intellectual property

SILEX is the owner of the following elements of intellectual and industrial property, concerning the operation of the Site (The list is not exhaustive): the names SILEX, SILEX FRANCE, SILEX France SAS, the domain name silex-app.com , the SILEX logo, the general structure of the Site, the content, slogans and visuals put online by SILEX, the Silex algorithm, the database created within the framework of the operation of the Site ( in particular the file consisting of the Users’ personal data), etc.

The User is prohibited from copying, reproducing in number, extracting, digitizing or disassembling on any medium making it possible to reconstitute all or part of the files on the Site, modify, sell, republish, communicate, distribute online or directly or indirectly exploit all or part of the intellectual property elements of the Site, its Services or any right of access to the Site.

Any representation or reproduction not expressly authorized, in whole or in part and by any process whatsoever would be unlawful and would constitute an infringement punishable by articles L. 335-2 and following of the Intellectual Property Code.

Users grant SILEX the right to reproduce, free of charge, all or part of the elements (logos, company name, visuals and content) posted by them on any medium whatsoever both in France and abroad for promotional purposes. Silex Services without time limit and notwithstanding the end of the contract concluded between SILEX and the Users.

Applicable law and jurisdiction clause

These general conditions are subject to French law. Any dispute between the parties that is not resolved amicably falls under the exclusive jurisdiction of the Commercial Court of Créteil.