Terms and Conditions of Sale and Use of the Nabla Copilot
Version from / last update on: August 25th, 2023
The present terms and conditions, together with the Data Protection Agreement (hereinafter referred to as the “Agreement”) form a contract (hereinafter referred to as the “Contract”) between NABLA Technologies, a simplified joint stock company with a capital of €159,010.44, whose registered office is located at 22 rue Chapon 75003 Paris, registered with the Paris Trade and Companies Registry under number 838 878 155, represented by Delphine Groll in her capacity as General Manager, (hereinafter referred to as "NABLA") and you (hereinafter referred to as the "CLIENT") for any use of our Solution. NABLA and the CLIENT are together hereinafter referred to as the "Parties".
NABLA has designed and developed a digital solution processing health data, hereinafter referred to as the "Solution". The Solution is in the form of a web extension or application that includes artificial intelligence functionalities and is described in the Documentation made available to the CLIENT by NABLA.
The Solution is intended to be used either on a standalone basis or embedded in the web solutions of and/or third party applications used by the CLIENT.
The CLIENT has received from NABLA all the information and advice needed to understand the limitations and characteristics of the Solution.
He was informed that the use of the Solution must be carefully monitored by him regarding the legal and technical conditions for processing personal health data.
After having taken knowledge of the purpose, functionalities and characteristics of the NABLA Solution, the CLIENT has assessed the opportunity of subscribing to a license to use with regard to his own needs and has decided to subscribe to the Contract consisting of these Terms and Conditions of Sale and Use and of a Data Protection Agreement or Business Associate Agreement together with appendices.
Pursuant to Article 1112-1 of the Civil Code, the CLIENT declares and guarantees that NABLA has fulfilled its legal obligation to provide information to him.
The terms listed below shall have the following meanings for the Parties:
The Contract is made up of the following Contractual Documents presented in hierarchical order of decreasing legal value:
In case of contradiction between one and/or several provisions appearing in any of these documents, the document of higher rank will prevail.
The Contract may also be complemented by a Business Associate Agreement, as it may be required by the applicable regulations.
The fact that a provision contained in a lower-ranking document is not expressly mentioned in the higher-ranking document shall not cause said provision to lose its legal value.
The execution of the Contract implies that the CLIENT has necessarily adhered without reservation to these GTC, the Data Protection Agreement, and, when applicable, the Business Associate Agreement.
The CLIENT is deemed to have read the entire Contract and to have duly accepted its terms, without reservation, upon signing it.
The parties acknowledge that acceptance of the Contract by electronic means between the Parties has the same evidential value as a paper agreement.
NABLA reserves the right to unilaterally modify these GTC and annexes. These changes will be binding on the CLIENT once they have been published by any means whatsoever.
The CLIENT will be notified of any substantial changes to the GTC and annexes within thirty (30) calendar days before they take effect. In case of refusal of the new general terms and conditions, the CLIENT remains free to terminate the Contract under the conditions of article 15.
The purpose of these GTC is to define the terms and conditions applicable to the personal, non-exclusive license to use the Solution granted by NABLA under the Contract.
The Contract shall come into force on the date of its signature by the Parties.
For paid Subscription Packages, it is concluded for an initial period of one (1) month (hereinafter the "Initial Period") as of its signature by the Parties.
At the end of this initial period and unless terminated by the CLIENT by sending a registered letter with acknowledgement of receipt or an e-mail with one (1) month's notice, the Contract will be renewed by tacit renewal for successive periods of one (1) months (hereinafter the "Renewed Period"), the same conditions of termination and renewal remaining applicable thereafter.
NABLA's remuneration is defined in the Subscription Package as published on NABLA website or agreed in the Special Conditions if any. It consists of a monthly fee that includes the provision of the License to use the Solution.
Except if agreed differently by the Parties, the basis for calculating the fee depends on the number of Users and is specified in the Subscription Package.
The CLIENT acknowledges and agrees that NABLA has the number of Users for the purposes of implementing the Solution and that NABLA will accordingly send the CLIENT an invoice, in accordance with the conditions below, for the fee calculated by NABLA.
The monthly fee is invoiced due and payable within 30 days of the invoice date by credit card, direct debit or wire transfer, at NABLA’s choice.
Prices are in Euros and do not include VAT. The prices are increased by the VAT at the rate in force on the day of the invoice.
The prices are inclusive of all costs.
Invoices are sent to the e-mail address provided by the CLIENT upon the subscription of the paid Subscription Package.
Any claim relating to an invoice must be sent to NABLA by electronic A/R in the manner described in Article 22 within 15 (fifteen) days of its receipt, which is presumed to be within 3 (three) days of the date on the invoice. No claim will be admissible after this period.
By express agreement and unless NABLA grants a deferral, failure to pay on the due date will automatically and without prior notice lead to the invoicing of interest equal to three times the legal interest rate, in addition to the application of a fixed indemnity of forty euros (40€), payable by operation of law and in accordance with the provisions of the Commercial Code.
The CLIENT acknowledges that NABLA reserves the right to change all or part of the price components during the contractual relationship, in particular because of changes in the functionality of the Solution or the scope of the user license.
In this case, the new pricing policy shall be notified to the CLIENT by any means and shall apply as of the calendar month following the notification. In case of refusal of the new prices, the CLIENT remains free to terminate his Contract under the conditions of article 13.
The applicable Prices are available on the NABLA website.
In the event of late payment by the CLIENT for any reason whatsoever, and unless otherwise agreed by NABLA, Article 5.3 "Interest on late payment" and the following procedure will apply:
Prior to entering into the Contract, the CLIENT is hereby informed that he must obtain all necessary advice and ensure that the Solution meets his needs and his intended use.
NABLA assumes no responsibility for any error of choice or assessment by the CLIENT or for the unsuitability of the Solution for his needs and those of the Users.
The Solution must be used in accordance with its intended purpose, as described in the Contractual Documents and Documentation.
It is the CLIENT's responsibility to ensure :
The CLIENT has been informed that:
NABLA grants the CLIENT a license to use consisting of a right to use the Solution in accordance with its purpose and scope described in the Subscription Package, on the CLIENT's Configuration.
The right to use the Solution for the CLIENT is limited to the installation of the Solution on Users’ devices for a personal use.
This right is a general, non-exclusive, personal, non-assignable and non-transferable right to use all the Modules of the Solution specified in the Subscription Package, including Adaptations, Minor Evolutions, New Versions without Major Evolutions.
This right includes Major Evolutions if and only if the Parties have entered into an amendment to this effect modifying the chosen Subscription Package.
This right is valid for the Configuration and reserved for the exclusive use of the CLIENT, to the exclusion of any other entity, third party or subsidiary or sister company or partner of the CLIENT.
This right is granted only for the duration of this Contract.
The CLIENT may not, either directly or indirectly, make available or grant rights to the Solution to a third party, subsidiary, sister company or partner not party to the Contract, whether free of charge or for consideration, without the prior written consent of NABLA on specific financial conditions.
Notwithstanding the foregoing, the CLIENT may temporarily make the Solution available to the competent public authorities, insofar as such availability is necessary to meet the CLIENT's legal obligations, and this under the CLIENT's sole responsibility.
The CLIENT and the Users shall acquire no rights to the Solution, intellectual property or otherwise, other than those conferred by the Contract.
The CLIENT undertakes to take all legal, contractual, logical or technical measures to ensure that the terms of the Contract, and in particular the limits of this license, are enforceable and respected by the Users.
This grant of rights does not entail the transfer of any intellectual property rights to the CLIENT, as NABLA retains full and complete ownership of the Modules, the Solution, its Adaptations, the New Versions and the Evolutions.
NABLA recommends the technical and material architecture of the Configuration that must be implemented to operate the Solution.
The intellectual property rights relating to the Solution are the exclusive property of NABLA.
The CLIENT undertakes not to infringe, directly or indirectly, or through the intermediary of third parties with whom it is associated, the rights and proprietary notices of NABLA mentioned in the Solution.
The CLIENT may only access and use the Solution's Source Codes if NABLA is subject to judicial liquidation or dissolution, or has ceased operations for more than one (1) month without any buyer having undertaken to meet its obligations, or the judicial administrator having decided on the continuation of the Contract.
NABLA guarantees the CLIENT against any claim action brought by third parties on the grounds that all or part of the Solution constitutes a counterfeiting of pre-existing intellectual or industrial property rights claimed by third parties.
In this respect, NABLA shall bear the cost of all damages and interest which the CLIENT may be ordered to pay or liable to pay under the terms of a final court decision or a transaction concluded with the third party author of the claim, provided that the CLIENT has promptly informed NABLA of the existence of such a claim and that the CLIENT has allowed NABLA to conduct the proceedings and/or negotiations with the author of the claim.
In the event of a claim as described above, NABLA may, at its option and at its own expense:
The foregoing provisions set the limits of NABLA's liability for patent and copyright infringement as a result of using the Solution.
The Solution is provided in compliance with the technical guarantees set out in the "Technical Guarantee" article.
NABLA will use all the technical means necessary to ensure the proper functioning of the Solution, enabling it to be accessed and used 24 hours a day, 7 days a week, except in the event of force majeure or an event beyond NABLA's control, and subject to any breakdowns and maintenance operations necessary for the proper functioning of the Solution.
NABLA may interrupt the provision of the Solution, without incurring any liability and without any fault on its part, for the purposes of scheduled maintenance, provided that it informs the CLIENT beforehand by e-mail or any other means of its choice.
Scheduled maintenance refers to maintenance operations carried out as far as possible during periods of reduced use of the Solution.
In the event of the Solution being unavailable, other than during scheduled maintenance, NABLA undertakes to restore it as soon as possible after the unavailability has been detected.
In view of the complexity of the Internet, the unequal capacities of the various sub-networks, the influx of users at certain times, and the various bottlenecks over which NABLA has no control, NABLA may not be held liable under any circumstances for
Given the nature and complexity of the technologies implemented for the execution of the Contract, each Party:
In the event of Incidents resulting from elements for which one of the Parties is responsible, the other Party undertakes to inform the latter, which undertakes to make its best efforts to remedy the situation.
If necessary, the Parties will consult each other to decide by mutual agreement on the best solution to be implemented within the framework of a rider, if this solution should require an additional financial burden for NABLA.
NABLA is in no way responsible for the quality and relevance of the Data used or created by the CLIENT through the Solution.
NABLA guarantees that the Solution complies with the technical and functional characteristics as detailed in the subscription Package and the Documentation.
NABLA undertakes to implement the necessary means to provide the best possible availability of the Solution, excluding scheduled maintenance operations.
NABLA shall not be liable for any Incident or unavailability resulting from
NABLA may suspend all or part of the provision of the Solution in the event of
NABLA reserves the right to freely evolve the Solution, in particular for legal or technological reasons, at its sole discretion, in order to create new functionalities or improve existing functionalities. Any Minor Evolution of the Modules already subscribed to by the CLIENT shall be enforceable against the CLIENT without prior notice as of the time of its production and or communication by NABLA.
NABLA also reserves the right to modify the subscription Package to take account of Major Evolutions In this case, NABLA may modify the price in accordance with the article "Price revision". The CLIENT may terminate the Contract in accordance with Article 13 if he refuses to accept the change in the subscription Package.
If the CLIENT wishes to change the Subscription Package or integrate new Modules corresponding to Major Evolutions into the Solution, the Parties shall sign an amendment to the Contract which shall modify the price of the Solution fee in order to take this change into account and integrate the new Modules.
The CLIENT acknowledges that the conclusion of the Contract is not conditional on the provision of new functionalities and/or new Modules in the future.
The CLIENT is expressly required to comply with the obligations listed below.
The CLIENT retains responsibility for the security and proper functioning of the Solution on the Configuration and/or within its own applications - web, mobile or other - and for any tasks performed by members of its staff and generally by any subcontractor, natural or legal person designated by the CLIENT to be involved in the performance of this Contract and the use of the Solution.
Specifically, the obligations include:
-Compliance with the Solution Configuration specifications;
-The CLIENT's personal non-intervention and the prohibition of any person, other than any person authorized by NABLA at the request of the CLIENT, from intervening in the Solution;
-Compliance with the recommendations of local security authorities such as the ANS, CNIL and ANSSI in France;
-The use of a certified health data hosting service provider within the meaning of Article L 1111-8 of the French Public Health Code.
The CLIENT declares that it is fully aware of the legal and regulatory constraints relating to health data, to which it is subject in the context of the use of the Solution. In this respect, the CLIENT guarantees that the specifications and characteristics of the Solution comply with the legal and regulatory requirements applicable to it as a data controller or as a contractor of the data controller within the meaning of the Regulations and that it has fulfilled all its obligations, in particular in relation to the Regulation, in order to enable the use of the Solution by the Users.
NABLA remains the owner of the intellectual property rights relating to the Modules and the Solution.
The same applies to trademarks, patents, names, acronyms, logos, colors, graphics, or other signs that may be used or implemented by NABLA.
The CLIENT is prohibited from using or exploiting NABLA's intellectual property rights for purposes other than the use of the Modules and the Solution and/or on behalf of third parties without NABLA's authorization.
The CLIENT shall refrain from filing any patent and/or taking any action of any kind on its own behalf or on behalf of a third party in connection with NABLA's know-how and intellectual property rights.
Because of the substantial financial, material and human investments made by NABLA and also because of the footprint and originality of the developments, particularly software, made by NABLA for the purposes of designing and developing the Solution, in the performance of the Contract and generally in the course of its activities, the CLIENT acknowledges and accepts that NABLA is and remains the sole owner of all intellectual property rights relating to the models and algorithms of the Solution, including in connection with the use of the Data generated by the CLIENT in the course of using the Solution.
In this respect, throughout the duration of the Contract and upon its expiry for any reason whatsoever, NABLA is free to use the Data in the context of its activities, in particular with a view to contributing to the research and development of the Solution, to the improvement of its performance, of the models and algorithms developed and trained by NABLA in the context of the modules of the Solution or of any other solution published by NABLA, without the CLIENT being able to claim any intellectual property rights relating to its elements.
In general, the CLIENT acknowledges that he/she does not acquire any intellectual property rights on the Solution, its Modules, its Adaptations, its New Versions, and/or its Evolutions, or the models and/or algorithms that make it up, other than the right of use granted under the user license defined in this Contract and for the sole and strict duration of this Contract.
Either Party may terminate this Contract by electronic mail in the manner described in Article 22 no later than one (1) month prior to the expiration date of the Initial Term or the Renewed Term, which will result in the termination of the Contract at the end of the current term.
The CLIENT may request early termination of the Contract in the event of a change in price or scope of the license at NABLA's initiative. In this case, the Contract will end at the end of the current month.
The obligation of each Party to attempt conciliation as set forth in Article 23 "Prior Conciliation" shall not apply to this Article.
In the event of a breach by either Party of its obligations under the Contract, which is not remedied within thirty (30) calendar days from the date of dispatch of a registered letter or of an electronic message with acknowledgement of receipt notifying the breach in question, the other Party may automatically terminate the Contract in whole or in part and after attempting conciliation under the conditions defined in Article 23 "Prior conciliation" of this Contract, without prejudice to any damages to which the latter may be entitled.
In addition, either Party may terminate the Contract in whole or in part by sending an e-mail as described in Article 22 notifying the reason for termination, without prior notice, and after attempting to reach a settlement under the conditions defined in Article 23 "Prior Settlement" of this Contract, in the event that one of the following reasons exists
NABLA also has the right to terminate the contract under the terms of this article in the event of a change of control of CLIENT within the meaning of Article L 233-3 of the French Commercial Code.
Upon expiration of the Contract or termination thereof for any reason whatsoever, the CLIENT shall cease to use the Solution at the normal contractual end date or at the end date set forth in the notification of termination of the contractual relationship, unless otherwise agreed by the Parties.
The CLIENT shall have a period of 2 (two) days to remove the Solution from the Configuration.
The CLIENT must confirm in writing to NABLA within the same period that these deletions have been made.
The CLIENT will take all steps to inform its Users of the termination of the contractual relationship.
All sums still owed to NABLA by the CLIENT on the date of termination shall be due immediately.
Articles 1 "Definitions", 7 "Scope of Rights Granted", 12 "Intellectual Property", 16 "Liability", 18 "Confidentiality", 19 "Protection of Personal Data" and 24 "Law and Jurisdiction" of the Contract shall survive the date of termination of the contractual relationship between the Parties, for whatever reason
As soon as an event of force majeure or fortuitous event within the meaning of Article 1218 of the Civil Code occurs, and within eight (8) days of said occurrence, each of the Parties undertakes to notify the other Party by electronic mail in order to be able to consider the terms and conditions for continuing the Contract.
Initially, cases of force majeure shall suspend the performance of this Contract.
If the cases of force majeure last for more than three (3) months, the Parties agree to meet in order to define the conditions under which they will terminate this Contract.
Neither Party shall be liable for any breach of its obligations under this Contract if such breach is due to a force majeure event.
It is expressly agreed between the Parties that :
In addition, in the performance of the Contract, the CLIENT shall be solely responsible for:
The Parties acknowledge that they are insured for civil, operating and professional liability in order to cover the financial consequences of material and immaterial damage, whether consecutive or not, for which they would be respectively responsible, caused by any event that would be the act of their collaborators or possible subcontractors during the performance of the Contract.
Each Party agrees not to use, disclose or communicate by any means whatsoever the Confidential Information of the other Party to any person or entity during the entire term of the Contract and for a period of 10 (ten) years following its termination.
As such, each Party agrees to protect the Confidential Information of the other Party with the same diligence as it accords to its own confidential information.
The Parties agree to:
The Parties agree that the provisions of this Article shall not apply to information that :
The Contract Documents shall be considered Confidential Information for the purposes of this section.
The Parties agree to consider their methods and know-how as Confidential Information and to use them only for the strict needs related to the provision of the Solution. It is understood that each of the Parties remains the exclusive owner of the elements making up its know-how.
Notwithstanding the foregoing, either Party may refer to this Contract as a business reference.
The Parties agree that the provision of the Solution concerns Personal Data and more particularly Health Data.
In this respect, it is expressly stipulated between the Parties that CLIENT remains the data controller or the representative of the data controller and retains full control over the Personal Data it collects and processes, with NABLA acting only as a data processor within the meaning of the legal provisions relating to the protection of personal data defined in Article 1 "Definitions" of the GTC and designated in the Regulations.
Within the framework of their contractual relations, the Parties undertake to comply with the Regulations in force applicable to the processing of personal data implemented within the framework of the performance of this Contract.
The provisions of the Data Protection Agreement define the conditions under which NABLA, as a data processor, undertakes to carry out personal data processing activities on behalf of the CLIENT, the data controller or data processor of the data controller, in the performance of the Contract.
Each Party represents, warrants and covenants that, in connection with this Contract:
-Neither it, nor its officers, employees, agents, subcontractors or any other third party acting on its behalf have committed or will commit any corrupt act against any of the other Party's officers, employees, agents, subcontractors or any other third party acting on behalf of the other Party; and
-That it has implemented and will maintain adequate anti-bribery rules or policies and controls to prevent and detect acts of corruption within its organization, whether carried out by its officers, employees, agents, contractors, or any other third party acting on its behalf
To the extent permitted by applicable law, each Party undertakes to notify the other Party as soon as it becomes aware, or has reasonable grounds to suspect, that any activity carried out in connection with this Contract contravenes or may contravene this Article or any anti-bribery law or regulations as defined in the Penal Code applicable in France.
The Contract has been concluded in consideration of the person of the CLIENT. Consequently, it is non-transferable without the prior written consent of NABLA.
Each Party shall not make any commitment in the name of and/or on behalf of the other.
Each of the Parties remains solely responsible for its acts, allegations, commitments, services, products and personnel.
The headings are inserted for convenience only and in the event of any difficulty of interpretation between any of the headings appearing at the head of the clauses and the content of any of the clauses, the headings shall be declared non-existent.
The Contract constitutes the entire agreement of the Parties with respect to its subject matter and supersedes any other terms and conditions of purchase, sale or service of either Party, or any prior covenant, statement or other agreement between the Parties relating to the same subject matter.
If any of the provisions of the Contract are found to be invalid under a current rule of law or a final court decision, they shall be deemed unwritten, without invalidating the Contract or altering the validity of its other provisions.
The fact that either Party does not claim the application of any clause of the Contract or acquiesces in its non-performance, whether permanently or temporarily, shall not be construed as a waiver by that Party of its rights under said clause.
Any communication relating to billing, enforcement or termination of the Contract shall be addressed to the other Party using the e-mail addresses provided by the other Party when subscribing to the license to use the Solution. For NABLA, the e-mail addresses are as follows:
In the event of a dispute arising between them concerning the interpretation or performance of the Contract, and except in the event of failure to comply with the settlement deadlines, the Parties shall endeavor to find an amicable solution to their dispute as soon as possible.
To this end, as soon as a Party identifies a dispute with the other Party, it may request that a meeting be convened to discuss the resolution of the matter in dispute.
The meeting will be convened by any means. This meeting will be held within a maximum of 15 (fifteen) days from the receipt of the request which will be sent by electronic message.
If, within this period of 15 (fifteen) days, no solution is found, ratified by a written and signed agreement of the representatives of the Parties, or if the meeting has not taken place, the amicable procedure shall be considered terminated.
The Contract is governed by French law.
FOR ANY DISPUTE ARISING BETWEEN THEM CONCERNING THE INTERPRETATION OR EXECUTION OF THE CONTRACT AND AFTER AN ATTEMPT AT AMICABLE CONCILIATION, EXPRESS JURISDICTION IS GIVEN TO THE COMMERCIAL COURT OF PARIS NOTWITHSTANDING MULTIPLE DEFENDANTS OR WARRANTY CLAIMS, EVEN FOR EMERGENCY OR PROTECTIVE PROCEDURES, IN SUMMARY PROCEEDINGS OR BY PETITION.