Last updated on January 2024,
These General Terms and Conditions of Sale (hereinafter referred to as “GTC”) apply to the commercial relations between the company SAGESSES, a limited liability company with a capital of 2,000 euros, registered with the Foix Trade and Companies Register under number 529 944 043, whose registered office is located at Hameau de Nestri – 09200 Alos and whose VAT number is FR 07529944043 (hereinafter referred to as “SAGESSES”), and each of its customers (hereinafter referred to as the “Client”) who uses the Service.
These GTC define the rights and obligations of the parties concerning the provision and use of the Service.
Any use of the Service constitutes full and complete acceptance of these General Terms and Conditions of Sale.
These GTC and the Purchase Order take precedence over any other clauses in any other contract or document and general terms of purchase unless expressly agreed upon in writing by SAGESSES. If any clause of the GTC becomes unenforceable for any reason, such clause will be modified to the minimum extent necessary to become enforceable.
1. Definitions
The “Purchase Order” refers to the order form sent by SAGESSES to the Client, specifying, in particular, the terms of service provision chosen by the Client and the corresponding price, which must be returned to SAGESSES, dated and signed.
The “Client” refers to the legal entity subscribing to the Service offered by SAGESSES, represented by a natural person authorized to contractually bind said legal entity.
The “Service” refers to all the services offered by SAGESSES accessible on the website yeux.activevosressources.tools.
The “Site” refers to the website www.yeux.activevosressources.tools.
The “User” refers to any professional aged 18 years or older authorized to use the Service by the Client. The use of the Service by the User is under the responsibility of the Client.
2. Description of the Service
The Service is an online exercise program aimed at preserving the eye resources of Users. Each exercise is accompanied by an explanatory and animated video and text.
SAGESSES grants the Client, in return for full acceptance of these GTC and the payment of the price, the right to use the Service according to the terms and for the duration specified in the Purchase Order.
SAGESSES makes reasonable efforts to maintain maximum availability of the Service; however, it cannot guarantee that the Service will operate without interruption and/or error, particularly due to conditions of use by the Client and technical uncertainties related to artificial intelligence and the internet network.
SAGESSES performs Service maintenance and makes its best technical efforts to schedule necessary system downtime during off-peak hours to avoid Service interruptions and delays.
3. Subscription Conditions
3.1
The Client may benefit from the Service by subscribing to an offer with a commitment period as specified in the Purchase Order.
The subscribed duration and corresponding price are indicated on the Purchase Order issued by SAGESSES and accepted by the Client.
3.2.
To subscribe to the Service, the Client must return the dated and signed Purchase Order to SAGESSES, which constitutes acceptance of the GTC.
The Client declares and guarantees that they have full legal capacity or the authorization of the person empowered to commit the Client; they agree to provide proof of their identity and capacity to act and represent the Client at the first request from SAGESSES by providing documents (such as a company registration certificate, ID, powers, etc.).
The Client’s and Users’ access to the Service is at SAGESSES’s discretion, which reserves the right not to activate it in case of doubts about the Client’s identity or capacity to engage, inaccurate declarations, or refusal to provide requested documents.
In case of inaccurate declarations by the Client or refusal to provide such documents, and if the situation is not rectified within 8 (eight) days following notification by any means (including email) from SAGESSES, SAGESSES may terminate the Client’s and Users’ access to the Service by right, thereby ending the provision of the Service. All amounts paid by the Client will remain acquired by SAGESSES without prejudice to potential liability claims against the Client.
3.3.
Each User authorized by the Client must provide an email or ID and a personal, secure password according to industry standards. These credentials are the identification elements allowing access to and use of the Service.
The Service is only usable by the identified User. Sharing and mutual use of User identification elements to access the Service are not permitted.
All access and use of the Service by the Client and Users are considered to be performed by them.
The Client and Users are responsible for maintaining the confidentiality of the identification elements that allow access to the Service and will be liable for any use of the Service made with these credentials, for which they are presumed responsible. The Client must implement the necessary measures to protect this data, and SAGESSES recommends regularly changing passwords.
If the Client suspects that someone is using their or the Users’ identification elements, they must immediately notify SAGESSES, recognizing that SAGESSES will not be held responsible in case of disclosure of such data to third parties and the consequences thereof.
Finally, the Client acknowledges being solely responsible for any potential damages resulting from the use of the Service with their or the Users’ identification elements.
3.4.
The Client agrees to inform SAGESSES without delay in case of changes to their or the Users’ identification elements provided at the time of registration on the Site and first access to the Service.
Use of the Service
4.1. General Principles
The use of the Service and its functionalities and results is under the sole responsibility of the Client.
The Client agrees to use the Service in accordance with these GTC and applicable regulations.
The Client and Users agree not to use devices or software to disrupt or attempt to disrupt the proper functioning of the Service, particularly by imposing a disproportionate load on SAGESSES’s servers and infrastructure.
If SAGESSES’s liability is sought due to a breach by the Client of their legal or GTC obligations, the Client agrees to indemnify SAGESSES against any judgment, including legal fees, damages, and attorney fees, that may be imposed.
4.2. Technical Limitations
The quality of the Service depends on the quality of the User’s internet connection, over which SAGESSES has no control. It cannot be held responsible in case of Service disruption due to the Client’s or User’s internet connection problems.
5. Duration
The Contract is concluded for a fixed or indefinite duration, as specified in the Purchase Order.
6. Price
The applicable price is indicated on the Purchase Order signed by the Client.
The price depends on the number of User(s). Adding any new User during the contract will result in an increase in the Price.
SAGESSES reserves the right to modify its pricing at any time.
Any price reduction may be implemented by SAGESSES without delay or notice.
In case of a price increase, the Client will be notified at least one (1) month before the new rates come into effect via a message sent to their contact email address. Continued use of the Service or failure to terminate the Service after this one-month (1) period following the price change will constitute acceptance of the new rates.
7. Payment and Billing
7.1. Payment Methods
Upon subscribing to the Service, the Client agrees to pay the Service fee according to the terms and conditions specified in the Purchase Order.
All amounts collected by SAGESSES are irrevocably acquired. They are not subject to any refund.
In the event of adding Users, the corresponding subscriptions will be billed on a pro-rata basis until the next anniversary date of the initial subscription.
In case of payment refusal, the Client will be notified of the payment failure by a message sent to their contact email address. SAGESSES reserves the right to suspend or terminate access to the Service if the Client has not settled the payment within 24 hours after sending this message, without this constituting any harm to the Client.
7.2. Billing
Invoices are issued upon subscription to the Service.
Billing is based on the data provided by the Client to SAGESSES. This data serves as proof of the Client’s use of the Service, and it is the Client’s responsibility to notify SAGESSES of any changes to the address or bank details without delay.
All invoices issued remain due even if SAGESSES suspends the Service due to non-payment by the Client.
7.3. Late Payment
In case of late payment of one or more invoices, the Client will be liable for late payment penalties without the need for a reminder.
The applicable interest rate will be the European Central Bank’s six-monthly reference rate in effect on January 1 or July 1, increased by 10 points, with this rate not being less than three times the legal interest rate.
A fixed compensation of 40 euros will also be due for recovery costs, and SAGESSES reserves the right to claim additional compensation if a professional is employed to handle reminders, formal notices, and, generally, the recovery of its claims.
7.4. Dispute
In case of a dispute regarding the amounts billed by SAGESSES for the use of the Service, the Client must notify SAGESSES by registered letter with acknowledgment of receipt within thirty (30) days from the date of issuance of the disputed invoice, indicating the invoice number. The Client remains liable for payment while awaiting resolution.
In case of a reduction in the disputed invoice, SAGESSES will issue a credit note to the Client, which will be deducted from the next invoice, after an agreement between the two Parties.
8. Taxes
All prices indicated by SAGESSES in the Purchase Order are stated in Euros, excluding taxes.
9. Warranty and Liability
9.1. Warranty
SAGESSES is subject to a best-effort obligation regarding the provision of the Service. In particular, it does not guarantee that the Service and its results will meet the needs of the Client and Users.
The Client expressly acknowledges that they use the Service at their own risk and that they are aware of the characteristics and functioning of the internet network, as well as its inherent limitations. The Client acknowledges that the characteristics and constraints of the Internet do not always guarantee the security, availability, and integrity of data transmissions over the Internet.
SAGESSES does not guarantee the quality of the results obtained through the Service, nor the accuracy or security of communications or transmissions, nor the potential alteration of data transmitted by the Client, nor the accuracy of the information and results obtained through the use of the Service.
SAGESSES cannot be held liable under any circumstances for any direct or indirect damage, including time loss, revenue loss, or data loss or alteration on the part of the Client related to the use of the Service or its malfunction.
The Service may be temporarily interrupted for maintenance, updates, or technical improvements, or to update its content and/or presentation. To the extent possible, SAGESSES will inform its Clients prior to maintenance or updates.
The Client waives any claims against SAGESSES for the operation and use of the Service, particularly in the event of temporary Service interruptions for file updates, operational difficulties, or temporary Service interruptions beyond the control of SAGESSES, or in case of power outages or telecommunications service interruptions.
9.2. Limitation of Liability
In no event shall SAGESSES, its suppliers, employees, or subcontractors be held liable for indirect, specific, or consequential damages resulting from misuse or lack of knowledge in using the Service.
10. Modifications and Updates
SAGESSES reserves the right to add, modify, or remove features from the Service. It may also make the necessary corrections it deems appropriate to the Service.
The Client and Users must always use the latest version of the Service and cannot request access to previous versions.
SAGESSES reserves the right to change the mode of use of the Service, the Site’s terms of use (T&Cs), and these GTC at any time. The Client will be informed of these changes via email (sent to the email address provided at the time of registration).
Changes to the GTC and T&Cs (which are available on the Site) will apply to all Clients, including those registered before the changes.
It is agreed that ongoing contractual relationships with SAGESSES will automatically cease if the Client informs SAGESSES of their refusal to comply with the amended GTC. Otherwise, and within eight (8) days from the date the revised GTC are posted online, the Client will be deemed to have accepted the revised GTC.
11. Service Continuity Guarantee
Incidents related to the provision of the Service can be reported to SAGESSES at the following email address: ccilica@gmail.com.
SAGESSES will make every effort, with the potential assistance of the Client, to resolve incidents as quickly as possible.
SAGESSES commits to extending access to the Service by a period equivalent to the time during which the Service was unavailable due to incidents beyond its control.
12. Suspension for Non-payment
In case of payment rejection by the bank, SAGESSES will attempt a second payment within twenty-four (24) hours after the initial rejection, and a third attempt, if necessary, forty-eight (48) hours after the second attempt.
In case of rejection during the third attempt, SAGESSES may, at its discretion, immediately suspend or terminate the Service after notifying the Client by any means (including email).
The suspension of the Service by SAGESSES will not entitle the Client to any refund.
The Service will be reinstated once the Client has paid all outstanding invoices.
It is expressly stated that unpaid invoices remain due, and SAGESSES reserves the right to proceed with forced recovery of its claims.
No compensation claims will be accepted in case of temporary or permanent Service deactivation for the reasons specified in these GTC.
13. Termination
SAGESSES reserves the right to block access to the Service and terminate the contract without notice as soon as it considers that the Client or Users are not complying with these GTC, the Site’s Terms and Conditions (T&Cs), or are using the Service in a harmful manner to it or third parties.
SAGESSES may terminate fixed-term offers without justification by sending an email, subject to a notice period of 3 days.
14. Intellectual Property
These GTC and the use of the Service do not entail any transfer or assignment to the Client of SAGESSES’s and/or Ms. Cilica Chlimper’s intellectual property rights on the Service and, more generally, on all the elements and content of the Site and the “FitVision – Activate Your Resources” program (filed under CLEO No. 42596 with SGDL) protected by applicable legislation, particularly Articles L. 122-1 et seq. of the Intellectual Property Code.
Any unauthorized reproduction or exploitation by SAGESSES of all or part of the Service, Site, and their content (texts, images, animations, videos, and other materials; Site structure, tree structure, and graphics) would constitute an act of infringement, engaging the civil or criminal liability of its author and would be prosecuted in court.
15. GDPR – Promotional Communications
SAGESSES provides the Client with a code that can be used by the agreed number of Users so that they can register on the site and access it.
In the context of using the site and providing the Service, SAGESSES may collect and process certain personal data of the Client and Users, or provided by the Client.
The personal data of the User necessary for their registration and for reminders of exercises provided on the Site (namely, their email address or addresses) are communicated to SAGESSES by the User under their sole responsibility.
Additionally, when the User visits the Site, browsing data may be collected and processed by SAGESSES for statistical purposes and/or to improve the presentation and use of the Site.
SAGESSES acts as a data controller within the meaning of the GDPR concerning personal data processing carried out in the context of its direct contractual relationship with the Client, particularly for collecting and processing personal data identifying the Client and Users needed to provide and bill the Service. These processes are based on SAGESSES’s legitimate interest in fulfilling these GTC and its accounting and regulatory obligations.
For more information on the use of personal data, Clients and Users can consult the Privacy Policy available here:
[https://yeux.activezvosressources.tools/fr/politique-confidentialite/]
and the Cookie Policy available here: [https://yeux.activezvosressources.tools/fr/politique-cookies/].
The Client agrees that SAGESSES may send them information regarding the operation and developments of the Service.
The Client agrees that SAGESSES may send promotional information related to the Service and similar products or services via email or through a newsletter. At any time, the Client may request that SAGESSES stop sending promotional information. The withdrawal request can be made by email or simply by clicking on an unsubscribe link contained in the message.
The Client authorizes SAGESSES to use its name and/or logo as a commercial reference free of charge throughout the contract, particularly on the Site.
The data is processed by SAGESSES’s authorized persons or its subcontractors, in compliance with the purposes for which it is collected.
The data is kept in the active database for the duration of the service provision and then in intermediate archiving for the legal retention period.
The Client and Users have the right to information, access, objection, rectification, deletion, and suppression of all or part of their personal data, as well as the right to limit the processing and portability of personal data. These rights can be exercised by writing to: ccilica@gmail.com.
They can obtain information about their rights under the GDPR from www.cnil.fr and, if necessary, lodge a complaint with the CNIL concerning SAGESSES’s data processing.
16. Confidentiality
The parties guarantee the confidentiality of the provisions of this contract and any written or oral information of any nature they have or will have knowledge of in the context of the contract and agree not to disclose it to anyone other than those involved in executing the contract.
The parties agree to use confidential information only for the purposes of fulfilling the contract
This confidentiality commitment will remain valid for a period of three (3) years after the termination of the contract for any reason.
17. Force Majeure
SAGESSES and the Client will not be considered in default where the non-performance of their contractual obligations results from a case of force majeure.
Expressly considered cases of force majeure under these GTC, in addition to those provided for in Article 1218 of the Civil Code, include exceptional weather conditions, acts or omissions by a public authority (including changes to any regulations applicable to the provision of the Services), rebellions, insurrections, riots, wars, strikes (with or without notice, whether they occur at the Client’s, SAGESSES’s, or one of its subcontractors or suppliers), sabotage, theft, vandalism, explosions, fires, lightning, floods, and other natural disasters, third-party failures, third-party acts, exceptional electrical network disruptions, exceptional telecommunications or internet network disruptions, or the withdrawal of permits to establish and/or operate these networks.
In the event of a force majeure event:
- The obligations of the affected party will be suspended without liability, even in cases of loss, damage, delays, non-performance, or partial performance directly or indirectly resulting from the force majeure event.
- Each party will take reasonable measures to minimize disruptions caused by the force majeure.
If a force majeure event prevents one or both parties from performing an essential contract obligation for more than thirty (30) days, either party may terminate the contract by registered letter with acknowledgment of receipt without compensation to either party.
18. Contract Transfer
SAGESSES has the right to assign this contract concluded with the Client, particularly in the case of the transfer or assignment of all or part of its business and/or assets.
The Client must seek and obtain the prior written consent of SAGESSES to transfer or assign this contract, even within the same group.
19. Entire Agreement – Independence of Clauses
These GTC constitute the entire agreement between the parties and replace or cancel all prior discussions, negotiations, proposals, and agreements between the parties related to the same subject.
If any provision of these GTC is found to be void or inapplicable, the remaining provisions will remain valid and unchanged and will continue to apply in full.
20. Governing Law – Disputes
The contractual relationship between SAGESSES and the Client is governed by French law.
In the absence of an amicable settlement, any dispute concerning the existence, validity, interpretation, performance, and/or termination of these GTC will be submitted to the competent courts of Foix (France), even in the case of summary proceedings, warranty claims, or multiple defendants.