Preamble
These Terms of Sale (hereinafter "ToS") apply to any subscription to the services offered by OflowD. They define the contractual conditions of sale between OflowD and its business customers.
Any subscription implies unreserved acceptance of these ToS, as well as of the Terms of Use (ToU) to which they refer. These ToS are accepted upon creation of the Account or, for negotiated subscriptions, upon signature of the quotation or the Special Conditions.
The ToS prevail over any other document of the Customer, in particular their general purchasing conditions, unless otherwise agreed in writing.
Article 1 — Provider identification
- OflowD — Nicolas LECLERC (sole trader)
- SIREN: 528 457 021 — SIRET: 528 457 021 00038
- Registered office: 36 rue Professeur Moreau, 33200 Bordeaux, France
- Email: contact@oflowd.fr
VAT not applicable, article 293 B of the French General Tax Code.
Article 2 — Definitions
- "Provider": OflowD, supplier of the Service.
- "Customer": any legal entity or natural person acting in a professional capacity who subscribes to the Service.
- "Service": all B2B sales automation services provided through the OflowD platform.
- "Plan": the level of service subscribed to by the Customer (free or paid), determining the applicable features and limits.
- "Order": the subscription validated by the Customer, electronically or by signature of a quotation.
- "Special Conditions": any written agreement between the Parties providing for derogating terms. In the event of conflict with these ToS, the Special Conditions prevail.
Article 3 — Purpose
These ToS govern the conditions of sale of the B2B sales automation Service offered by OflowD. The details of the features and limits included in each Plan are displayed in the Service interface and on the oflowd.fr website.
Article 4 — Orders and formation of the contract
4.1 Online subscription (self-service)
The contract is formed upon creation of the Account by the Customer and acceptance of these ToS and the ToU by ticking the box provided for that purpose (click-wrap). Upgrading to a paid Plan constitutes an Order.
4.2 Negotiated subscription
The contract may also be formed by signature of a quotation or of Special Conditions. Signature of the quotation constitutes acceptance of these ToS and the ToU. Unless otherwise stated, quotations are valid for thirty (30) days.
Article 5 — Trial period
Upon creating their Account, the Customer may benefit from a trial period giving access to extended features for a set duration. The trial is limited to one Account per legal entity. At the end of the trial period, in the absence of a subscription to a paid Plan, the Account is automatically switched to the free Plan. The trial gives rise to no invoicing or payment obligation.
Article 6 — Pricing
6.1 Prices
The prices of paid Plans are displayed on the oflowd.fr website and in the Service interface, in euros. VAT not applicable in accordance with article 293 B of the French General Tax Code.
6.2 Price revision
OflowD reserves the right to change its prices at any time. Any price change is notified to the Customer at least thirty (30) days before it takes effect and applies from the next renewal. In the event of disagreement, the Customer may terminate under the conditions set out in Article 10.
Article 7 — Payment
7.1 Online payment
For online subscriptions, payment is made by bank card through OflowD's payment services provider. This provider secures and processes the transactions; it neither collects nor retains card data on OflowD's behalf beyond that processing. Invoices are issued by OflowD. VAT not applicable, article 293 B of the French General Tax Code.
7.2 Direct payment
For negotiated subscriptions covered by Special Conditions, payment may be made by bank transfer. Invoices are payable on receipt, with a maximum period of thirty (30) days from their date of issue.
7.3 Late payment penalties
For invoices issued directly by OflowD, in accordance with articles L.441-10 et seq. of the French Commercial Code, any late payment automatically incurs penalties calculated at three times the applicable statutory interest rate, together with a fixed indemnity of forty (40) euros for recovery costs. These penalties are payable without any reminder being necessary.
7.4 Payment default
In the event of payment default, OflowD reserves the right to suspend access to paid features after a reminder has remained without effect for seven (7) days.
Article 8 — Term and renewal
8.1 Term
Subscriptions to paid Plans are taken out for monthly or annual periods, at the Customer's choice upon subscription. In the absence of any provision in the Special Conditions, the subscription is monthly with no commitment.
8.2 Renewal
The subscription is tacitly renewed for identical periods, unless terminated by either Party under the conditions set out in Article 10.
Article 9 — Obligations of the parties
9.1 OflowD's obligations
OflowD undertakes to provide the Service with due care (best-efforts obligation), to implement reasonable means to ensure the availability and security of the Service, and to respond to support requests within a reasonable time.
9.2 Customer's obligations
The Customer undertakes to pay the sums due on time, to use the Service in accordance with the ToU, to provide accurate information and keep it up to date, and to comply with applicable regulations, in particular the GDPR and anti-spam regulations. The Customer is solely responsible for the legal compliance of their prospect files and outreach campaigns.
Article 10 — Termination
10.1 Termination by the Customer
The Customer may terminate their paid subscription at any time. Termination takes effect at the end of the current billing period. No refund is due for the period already started.
10.2 Termination by OflowD
OflowD may terminate the contract in the event of a serious breach by the Customer of their obligations, in particular non-payment, breach of the ToU or ToS, fraudulent use or unlawful activity, after a formal notice has remained without effect for fifteen (15) days, or without notice in the event of a serious breach.
10.3 Consequences
Termination results in the deactivation of access to paid features. Sums already invoiced remain due. The Customer has thirty (30) days to retrieve their Data, after which it will be permanently deleted.
10.4 Special Conditions
Special Conditions may provide for different terms regarding duration, commitment and termination. In the event of conflict, the Special Conditions prevail.
Article 11 — Limitation of liability
11.1 Best-efforts obligation
OflowD provides a best-efforts obligation and not an obligation of result. OflowD does not guarantee any specific commercial result from the use of the Service.
11.2 Liability cap
OflowD's total liability, on any grounds whatsoever, is capped at the amount actually paid by the Customer during the twelve (12) months preceding the event giving rise to liability. For Customers on the free Plan, OflowD's liability is limited to one hundred (100) euros.
11.3 Exclusions
Under no circumstances may OflowD be held liable for indirect damages, including but not limited to: loss of revenue, loss of data, loss of business opportunities, damage to reputation, or any consequential or incidental loss, even if OflowD has been advised of the possibility of such damages.
11.4 Outreach data
OflowD does not control and is not responsible for the quality, lawfulness or accuracy of the outreach data used by the Customer. The Customer indemnifies OflowD against any action, claim or penalty resulting from non-compliant use of the Service.
Article 12 — Intellectual property
The Service, its features, technologies, interfaces and content remain the exclusive property of OflowD. Subscription grants the Customer a personal, non-exclusive and non-transferable right of use, limited to the duration of the subscription. The Customer retains ownership of their Data.
Article 13 — Personal data
The processing of personal data is described in the Privacy Policy, available on oflowd.fr and forming an integral part of the contract. The conditions for processing on behalf of the Customer within the meaning of the GDPR are governed by the DPA, forming an integral part of these ToS, available on request at contact@oflowd.fr.
Article 14 — Force majeure
Neither Party shall be liable for the non-performance of its obligations in the event of force majeure within the meaning of article 1218 of the French Civil Code.
Article 15 — Confidentiality
Each Party undertakes to keep strictly confidential any information of a confidential nature of which it becomes aware in connection with the performance of the contract. This obligation survives the end of the contract for a period of three (3) years.
Article 16 — Assignment
The contract is entered into intuitu personae. The Customer may not assign all or part of their rights and obligations without OflowD's prior written consent. OflowD may assign the contract to any successor to or acquirer of its business.
Article 17 — Partial invalidity
If any provision of these ToS is declared void or unenforceable, the remaining provisions retain their full force and effect.
Article 18 — Governing law and jurisdiction
These ToS are governed by French law. In the event of a dispute, and failing amicable resolution within thirty (30) days, exclusive jurisdiction is granted to the courts of Bordeaux.
Article 19 — Communication and acceptance
These ToS are provided to any Customer who requests them, in accordance with article L.441-1 of the French Commercial Code. They are accessible at any time on the oflowd.fr website.