The following words and expressions have the following meaning within the context of the GTCS:​

Opinion: expression of a consumer's opinion, with regard to the Client, on a theme relating to the object judged, by means of various qualitative or quantitative elements of appreciation, or of a service that the consumer has experienced, whether he or she was the purchaser (if the object is paid for) or not. For the purposes of clarity, an object, as defined herein, may be a product, service, or a combination of both.​

Collection Cards: physical cards created and printed by the Service Provider and distributed by the Client, in particular in its Establishments, allowing the collection of Client Data.​

Client: means the professional(s), person(s) or legal entity(ies), who, having subscribed to the Services on the Platform, accept its terms and conditions via their subscription.​

Client Account: means the account opened for each Client, with username and password (in France, using the client's SIREN number) on the Platform, following subscription to the Services.​

Agreement: means both the GTCS and the Purchase Order signed by the Client.​

Client Data: all the data collected on the Client, entered and transmitted by the End User to the Service Provider through the Platform, with a view to their publication on the Partner Sites.​

Establishment(s): geographically located legal facility(ies), where all or part of the Client's economic activity is carried out.

​Client Information: this is information such as (without this list being exhaustive): company name, logo, address, telephone number, means of payment, hours (opening, exceptional hours), photos, and news; as related to the Client's Establishments, submitted by the Client and/or collected by the Service Provider.​

Platform: means the software operating in SaaS (Software as a Service) mode, accessible on the site https://www.gtrsuite.com. The Platform offers various services, as described in Article 3.​

Partner Sites: Sites on which the Service Provider is able to retrieve the published opinions and ratings of the Establishments, and for which the Service Provider has drawn up an agreement authorising it to regularly deliver information relating to the Establishments, according to certain standards.​

End User: means the end customer of a Client's Establishment.

The purpose of the GTCS is to define the terms and conditions under which the Service Provider will provide the Services to the Client who accepts these.
Any use of the Services is subject to the Client's compliance with the GTCS, of which they expressly acknowledge having been made aware when subscribing and accepting the terms thereof at the time of signing.

3.1 Description of the Services
‍​The Client can access the services described below via the Platform:

GTR WATCH
‍GTR WATCH is a service allowing the Client to measure the reputation and performance of the characteristic features of its Establishments. It makes it possible to retrieve the Opinions and other information submitted about the Client and/or the Client's competitors from the Partner Sites, it being understood that the competitors will be expressly designated as such by the Client to the Service Provider. The Client will be able to view this information on a card made available to them. If they so wish, the Client may receive, by email, reputation reports informing them about their Establishments metrics and those of their competitors at the national level and/or for each Establishment Director.  ​

GTR PLAY & COLLECT
‍The GTR PLAY & COLLECT service enables the Client to collect data from End Users. This service allows the Service Provider to retrieve the following on behalf of the Client:
- End User emails
- End User Opinions
- Satisfaction surveys
- Profiles relating to End Users
The Service Provider, certified as a GDPR-compliant service provider, undertakes to comply with the GDPR regulations in force.
The subscription to the GTR PLAY & COLLECT Service requires the use of one of the following two media, which will be provided to the Client by the Service Provider.
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Collection Cards: The Collection Card constitutes one of the preliminary services to which the Client must subscribe in order to access the GTR PLAY & COLLECT Service. This is a separate service from other services, and may be the subject of a separate purchase order. Collection Cards will be distributed to the End User in the Establishments when purchasing goods, or following the performance of a service.

Collection QR code: These collection QR codes are generated by GTRSuite, and are attached to the Client's products or services. The collection QR codes may be printed directly on the Client's products or on its advertising media. They will be offered to the End Users and may be scanned directly by the latter via their smartphone.  

In order to participate in the game or the collection campaign organised by the Client, the End Users will be invited to use a Collection Card, or scan a collection QR code. The terms of this game will be communicated by the Client to the End User through the game interface made available by the Service Provider.  

As part of the provision of the GTR PLAY & COLLECT Service, the Service Provider will provide the Client with a legal package to be used as it stands, including in particular:
- Rules of the game
- The general terms and conditions of use
- Legal notices, in particular opt-ins compliant with the GDPR  

The Client may use this pack in its relations with its End Users. The Service Provider guarantees their legal compliance. However, if the Client wishes to modify these documents or use their own documents, the Service Provider can no longer be held liable for their legal compliance.

GTR REPLY
‍The GTR REPLY Service uses automated language processing and content generation algorithms using AIML (Artificial Intelligence Markup Language) type technologies to enable the automated processing of responses to Opinions (posted on Partner Sites or privately).. The Client may moderate the suggested responses to the Opinions beforehand, and edit such responses via their Client Account on the Platform.

GTR LOCATOR
The GTR LOCATOR service makes it possible to generate a web page dedicated to an Establishment, and therefore geographically locate the Client's physical Establishment in order to optimise its local referencing (SEO). GTR Locator makes it possible to generate a local page per Establishment, and thus enable it to offer a 'store locator' service on its website.​

GMB PILOT
The GMB PILOT service is used to manage information relating to the Establishment on its Google My Business page. The GMB PILOT service gives the Client access to all the parameters that can be modified on the Google My Business interfaces by offering group modification functions.
Presence Management option: The GMB PILOT service offers an optional Presence Management service. The Presence Management Service consists of providing the Client with a solution enabling them to simplify the dissemination of Information about Establishments on Partner Sites.
The time required for the dissemination and the duration of dissemination of Client Information on Partner Sites varies according to the conditions specific to each Partner Site, and cannot be guaranteed.
The Presence Management Service may be partially or fully subcontracted to authorised companies. The Client is ultimately solely liable for the information published on the Partner Sites and is able to modify this information at any time, following the instructions on the Partner Sites. In the event of termination, or at the end of this service, the Service Provider undertakes to no longer disseminate the Client's Information on Partner Sites as part of the Agreement. However, given the constraints specific to each Partner Site, the Service Provider cannot be held liable for the non-erasure of Client data on the Partner Sites. The Client will be personally responsible for addressing any express request to modify or delete the information published on the Partner Sites directly to the managers concerned.

3.2 Changes to the Platform and Services
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The Client may benefit, on a non-exclusive basis, from all the changes that may be made to the Platform and/or the Services to which it has subscribed during the Agreement. If this change should generate third-party consumable costs for the Service Provider, a new proposal will be made to the Client.Client will not be under any obligation to accept any change that results in an additional cost.. If accepted, a new Purchase Order will then be signed, specifying the changes to the services offered, as well as the additional costs of consumables relating thereto. This new Purchase Order will be considered as an amendment to the initial Purchase Order.

The Agreement will enter into force upon the signing by the Client of the Purchase Order. The start date of the GTRsuite licence will be specified on the Purchase Order. The Client may subscribe to the Services according to the following terms:
- 12-month Subscription;
- 24-month Subscription including 2 free months;
- 36-month Subscription including 5 free months

It is understood between the Parties that the 12-month subscription is tacitly renewable for periods identical to the duration of the initial agreement.  The Client will have the possibility to terminate this at any time by notifying the Service Provider by registered letter with acknowledgement of receipt, respecting a notice period of 30 days before the anniversary date of the Agreement.Pursuant to Article 1224 of the Civil Code, serious non-compliance by one of the parties with any of the obligations incumbent upon it, may give rise ipso jure to the termination of the Agreement without the intervention of a court. It is expressly understood that such termination for the breach of its obligations by a party will take place ipso jure 15 days after the sending of a formal notification to execute, that has remained, in whole or part, ineffective. The formal notification may be sent by registered letter with acknowledgement of receipt, or any other extrajudicial act. This formal notification must mention the intention to apply this clause.
In this regard, it is expressly agreed that in this case, the remuneration provided for in Article 8 of the GTCS, previously paid by the Client, will remain definitively acquired by the Service Provider, without any possibility of reimbursement, regardless of the time and the motivation for the termination. Each Party may however waive this termination ipso jure in order to take legal action for the enforcement of the Agreement, or for any other purpose.

5.1 Compliance of the Service Provider with the GDPR
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The Service Provider undertakes to implement the appropriate technical means to ensure the security of the Data in accordance with the General Regulation on the Protection of Personal Data (GDPR).The Service Provider agrees not to communicate Client Data in any form whatsoever to a third party, or use it for any purpose not provided for in the GTCS.
End Users may at any time delete their data by making a request by email to: privacy@gtrsuite.com
Each Party remains responsible for the procedures, declarations, and requests for authorisation provided for by the laws and regulations in force, concerning the processing carried out within the context of the use of the solutions, and in particular those provided for by the General Regulation (EU) on the Protection of Data 2016/679 from the European Parliament and the Council of 27 April 2016, and the Data Protection Act of 6 January 1978, as amended, relating to data processing, files, and freedoms.​

5.2 Availability of the Platform
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The Service Provider undertakes to implement the necessary means to provide Customer Service 24 hours a day, 7 days a week, subject to periods of usual and customary, industry standard, unavailability for maintenance.
The Parties agree that the Service Provider commits to an obligation of means. Given the current level of computer technology and the complexity of telecommunications networks, it is impossible for the Service Provider to guarantee that the Platform will operate without interruption and without anomalies. These operational risks are beyond the control of the Service Provider and the technical means it implements, and it cannot be held liable for these. The Client acknowledges that they are fully informed and aware of this, and accept it.

​5.3 Liability
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In general, the Service Provider cannot, in any way and on any basis whatsoever, be held liable for execution difficulties related, in whole or in part: (1) to a force majeure event as defined by case law and all other cases beyond its control preventing the normal performance of the GTCS; (2) to a third party over which the Service Provider has no power of control and/or supervision, such as, in particular, an End User of the Internet network. The Service Provider cannot in particular be held liable, in any way and on any basis whatsoever, for difficulties related, in whole or in part, to the external software applications it uses. It cannot be held liable for a difficulty related to the response time within the context of the services offered, and in general for any lack of performance of all or part of the Platform. Similarly, the Service Provider cannot be jointly or severally liable with third parties which may be responsible for the damage.
   
In addition, in the event that the Service Provider is held liable for the performance of the Services, the total amount of compensation claimed by the Client cannot, by express agreement, exceed the sum equal to the amount excluding tax due by the Client under the Agreement for the contractual year during which the event giving rise to the liability occurred, this amount constituting a compensation limit, and not a fixed sum compensation. Any loss of sales revenue, indirect or potential damage suffered by the Client, or consequences of claims made by any third party against the Client, will be excluded from any compensation.

The Client declares to have verified the full compatibility of the Platform and the Services with its needs and expectations, as well as with the hardware and, in particular, the software that it uses, and to have received from the Service Provider all advice and all the useful information concerning the Services prior to signing the Purchase Order. The Client therefore declares that it is fully acquainted with the Service to which it has subscribed, and that it waives any dispute in this regard.​

The Client undertakes to make only lawful content available to the Service Provider, free from any infringement of public order, public decency, or the rights of third parties.
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The Client is solely responsible for the use of the Services and the Platform by itself or by its Establishments. The Client must ensure, and where applicable make certain, that this use complies with locally applicable legislation, in particular that relating to: (1) the processing of personal data; (2) intellectual property; or (3) commerce. The Service Provider will not be required to verify this, notwithstanding its professional status. However, the Service Provider may immediately and without prior notice suspend the operation of the Services in the event that it becomes aware of a manifestly illegal use by the Client, or one of the Establishments. In such case, it will inform the Client as soon as possible. The operation may also be suspended in the event of a requisition by a public, administrative, or judicial authority, or a legal action.

​The Client also remains solely liable for the information, in particular with regard to presentation, it or the Establishments provide to the Service Provider within the context of the Services. The Client must ensure in this respect that it has all the rights and authorisations necessary this, and that the information provided is accurate. Similarly, the Client will remain solely liable for the Client Data generated by the use of the Platform. Furthermore, the Service Provider cannot be held liable for the deletion, destruction, damage, loss, or fault of any information that has been given to it by the Client or its Establishments within the context of the GTCS, as well as the Client Data, in particular contacts, generated by the use of the Platform. To guard against this risk, the Client may save the information provided by the Client or the Establishments, using the Platform's export function. The Client declares that they are fully informed of this possibility. ​

In any event, the Client must guarantee the Service Provider against any claims, remedies, settlements, actions, and legal or other proceedings that may be made against the Service Provider, by any person, on any grounds whatsoever, in direct or indirect connection with any of the information provided by the Client and/or the use made of the Platform by the Client and/or the Establishments.

The GTCS does not imply any transfer of property rights, in particular intellectual property rights, on the Platform and the Services. The Service Provider alone retains all material and intellectual property. The use of the Platform made by the Client cannot be considered in this respect as constituting rights, apart from the concession of a right of use.
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The Client authorises the Service Provider to retrieve Client Information in order to reproduce this as part of the use of the Services.
The graphic elements produced by the Service Provider for the Client as part of the Services, as well as the data, and in particular the contacts, generated by the use of the Platform, automatically become the property of the Client. In this regard, it is expressly agreed that the Service Provider will only be able to exploit these elements, and in particular these contacts, within the context of the GTCS, to the exclusion of any other use.
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The Client agrees to refrain from, and is expressly prohibited from: granting sub-licences to the Platform; copying, modifying, translating, transcribing, adapting, arranging, reverse engineering, or decompiling the Platform, in whole or in part, or for any reason whatsoever; creating works derived from the Platform or collection cards similar to those referred to in Article 1; using the Platform to create a competing product, or a product incorporating or imitating the ideas, characteristics, functions, or graphics of the Platform or collection cards similar to those referred to in Article 1. ​

8.1 Prices
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In return for the provision by the Service Provider, the Client will pay the Service Provider a fee, the payment terms and prices of which are specified in the Purchase Order. In the event that the Client wishes to extend the initial subscription of the Service during the Agreement, a new Purchase Order will be drawn up by the Service Provider, dated and signed by the Client, which will be considered as an amendment to the initial agreement.

8.2 Payment conditions
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Invoices relating to Services and Collection Cards must be settled in accordance to the payments terms stated on the Purchase Order and/or invoice.
The Client expressly agrees to accept, for the entire duration of the Agreement, the transmission and provision of the invoices issued by the Service Provider in electronic form, which will take the place of the original invoice, and which the Client must retain in compliance with the applicable provisions.
Other than for reasons as described within this GTSC or as stated as a special stipulation on a purchase order, no order may be cancelled or modified without the express consent of the Service Provider. In the event of an order cancellation by the Client without the consent of the Service Provider, the sums indicated on the Purchase Order will remain payable by the Client.  

8.3 Late payment interest

In accordance with the provisions of Article L. 441-6 of the Commercial Code, any Service Provider's invoice not paid by the due date will automatically be subject to additional invoicing of late payment interest, calculated at the interest rate applied by the European Union Central Bank to its most recent refinancing operation, increased by ten (10) percentage points, this rate not being less than three (3) times the legal interest rate. In addition, pursuant to Article D441-5 of the Commercial Code, in the event of late payment, the Service Provider may invoice a flat-rate recovery fee equal to one hundred (100) Euros. This fee will be automatically payable without further formality.
Without prejudice to any damages or interest which the Service Provider could claim, in the event of non-compliance by the Client with the payment terms, the Service Provider reserves the right at any time to cancel, suspend and/or terminate automatically, without delay, without formality and without the Client being able to claim any compensation, all or part of the order.

9.1 Confidentiality

‍​Each party will keep confidential, during and after the period of use of the Services, all information, in particular tariffs and documents provided by the other party within the context of the Agreement. In particular, the Client must refrain from communicating the provisions of the Agreement to third parties without the prior written consent of the Service Provider.
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9.2 Use of references
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Notwithstanding the above-mentioned, during the duration of the Agreement and beyond, the Client authorises the Service Provider, when the latter so requests, to refer to the Client for the purposes of promoting its activity, in particular by using its corporate name, commercial name, and logo on the Service Provider's own communication tools. The Client Information may be reproduced by the Service Provider for advertising, statistical, and communication purposes (external or internal) in any document, on any medium, and in particular: printed, online and/or where appropriate for associated audience metrics for a period of 3 (three) years.
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9.3 Translation of the GTCS
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The French version of the GTCS prevails.      
 
9.4 Non waiver
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The failure of either party to invoke a breach by the other party of any of its obligations referred to herein, cannot be interpreted as a future waiver of the obligation involved.  
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9.5 Assignment of the Agreement
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The Agreement remains valid in the event of a change in the Service Provider's corporate form or distribution of share capital, or a change in its management, as well as in the event of transfer of the Platform by the Service Provider to a third party. On the other hand, the use of the Platform within the context of the Agreement cannot be the subject of a total or partial assignment, for payment or free of charge, by the Client, without the prior written consent of the Service Provider.
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9.6 Subcontracting
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The Service Provider may freely subcontract all or part of the services covered by the GTCS to any person of its choice. The Service Provider will remain solely liable for the execution of the Agreement by its subcontractors.
                     
9.7 Applicable Law
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These GTCS are governed by, and will be interpreted according to, French law.​9.8 Attribution of Jurisdiction
Any disputes relating to this Agreement, whatever they may be, will be subject, at the will of the parties, to the jurisdiction of the Chambéry Commercial Court, including in cases of interlocutory proceedings or pluralities of defendants, except for matters of intellectual or industrial property falling under the exclusive jurisdiction of the Chambéry High Court.​

Images/illustration from Icon8 & Freepik