UNITAG is a simplified joint-stock company (société par actions simplifiée) with a share capital of €138,649, registered with the Toulouse Trade and Companies Register under number 532 050 523, with its registered office at 13 rue Sainte Ursule, 31000 Toulouse (hereinafter referred to as "UNITAG").
This document sets out the General Terms and Conditions (hereinafter referred to as the "General Terms and Conditions of Sale" or "GTC") governing the contractual relationship between UNITAG and its professional Users with respect to the subscription to a Paid Services Plan (hereinafter referred to as the "Client" or "Clients").
UNITAG and the Client are hereinafter referred to individually as a "Party" and collectively as the "Parties".
UNITAG publishes the following media (the "Media"):
A website available at http://www.UNITAG.io/fr or any other address that may be substituted for it, intended to present UNITAG's business, community and services (the "Website");
An online client platform at https://console.UNITAG.io/login or any other address that may be substituted for it (the "Client Platform").
These GTC apply in addition to the General Terms of Use (GTU), which govern general navigation on the Website and the Client Platform. The use of the Website by Clients is therefore subject to the combined provisions of the GTU and these GTC. Any terms not defined in these GTC have the meaning given to them in the GTU.
Any terms not defined herein have the meaning given to them in the GTU.
Subscription has the meaning given to it in Article 5.
GTU means the UNITAG General Terms of Use governing the relationship between UNITAG and its Users with respect to the Media.
GTC has the meaning given to it in the Preamble of the GTU.
Client has the meaning given to it in the Preamble of the GTU.
Account means the account that a User creates on the Client Platform to access the Services offered by the Client Platform.
Subscription Confirmation has the meaning given to it in Article 5.
Content means any comment, text, photo, information, message, and more generally any content not directly created or produced by UNITAG.
Credit means any individual purchase on the Client Platform, including in particular: digital business cards, the ability to add collaborators, custom domain names.
Data means all data and related information pertaining, on the one hand, to Users and their personal information, insofar as they are legal entities, and on the other hand, to the Website and the Services, including images, texts, drawings, logos, videos, sounds, data, graphics, as well as the software and databases supporting their operation. Content is excluded from Data.
Personal Data means the data of a Client who is a natural person that, within the meaning of Data Protection Legislation, allows a natural person to be identified or identifiable, directly or indirectly.
Initial Term has the meaning given to it in Article 7.1.
Data Protection Legislation means all laws and regulations relating to the protection of personal data, including in particular the European General Data Protection Regulation 2016/679 ("GDPR"), as well as national legislation implementing the GDPR, including the French Data Protection Act of 6 January 1978 as amended.
Applicable Law means French law.
Trial Period means the free period of a maximum duration of 14 days during which the User may access the Paid Services of a Subscription.
Renewal Period has the meaning given to it in Article 7.1.
Client Platform has the meaning given to it in the Preamble of the GTC.
QR Code is used as a generic term. The User is informed that the term "QR Code" is an international trademark registered by KABUSHIKI KAISHA DENSO (DENSO CORPORATION), which has reserved its use.
Services means the Free Services and the Paid Services.
Paid Services has the meaning given to it in Article 3 of the GTU.
Website has the meaning given to it in the Preamble of the GTC.
Media has the meaning given to it in the Preamble of the GTC.
User means any natural or legal person who visits UNITAG's Media.
These General Terms and Conditions of Sale govern the sale of Subscriptions to Paid Services by UNITAG to the Client. These General Terms and Conditions of Sale are expressly accepted by the Client at the time of subscribing to a Subscription.
Any purchase implies the Client's unconditional acceptance of and full adherence to these General Terms and Conditions of Sale.
These General Terms and Conditions of Sale and the GTU apply to the exclusion of all other conditions, including any general terms of the Client (e.g. general purchasing conditions) or those applicable to online sales or through other distribution and marketing channels. Any document other than the GTC and GTU, including catalogues, brochures, advertisements and notices, has only informational and indicative value and is not contractually binding.
These GTC and the GTU express the entirety of the agreement between the Clients and UNITAG.
In the event of difficulties of interpretation, the GTC shall prevail over the GTU.
The Paid Services offered on the Client Platform include, depending on the Subscription taken out, the features defined by the commercial offer accessible via https://console.unitag.io/plans.
The Paid Services may evolve and be improved by UNITAG, which reserves the right to develop new features. UNITAG will give fifteen (15) days' notice in the event of the removal or major modification of a Paid Service described above. New features may be subject to different pricing under additional options subject to the Client's agreement.
The Client may modify their Subscription within the limits set out in their Client Account.
The same Client Account cannot hold multiple Subscriptions simultaneously. Subscribing to a new Subscription automatically terminates and replaces the existing Subscription, with no possible refund of amounts already paid.
Subscriptions provide access to additional Paid Services available on the Client Platform at the time of subscribing to a Subscription, through the purchase of credits (the "Credit(s)").
These Credits provide access in particular to:
The creation of digital business cards;
The creation of dynamic QR codes;
The creation of custom domain names;
The ability to add Users to the same Client Account.
A purchased Credit cannot be refunded under any circumstances, even if the Client has not used it.
Credits are available in the form of a subscription.
UNITAG is the sole owner of the intellectual property rights in the Data on the Website, the Client Platform and the Services, which are protected by copyright in accordance with the provisions of the Intellectual Property Code, including texts, data, drawings, graphics, photos, animations, sounds, computer codes, arrangements and assemblies of all or part of any element of this site, including downloadable documents.
All rights, including in particular the rights of exploitation, reproduction and extraction on any medium, of all or part of the data, files and all elements appearing on the web pages of the Website, as well as the rights of representation and reproduction on any medium, of all or part of the Website itself, the rights of modification, adaptation or translation, are reserved exclusively to UNITAG — and to its potential successors in title — subject to the pre-existing rights of third parties who have authorised the digital reproduction and/or integration into this Website by UNITAG of their works of any nature.
By accepting the GTC, UNITAG grants a non-exclusive, personal and non-transferable licence to use the Website, the Client Platform and the Services, in accordance with the purposes of the Website, the Client Platform and the Services.
Except for the limited licence rights expressly granted herein, no rights in the Data on the Website, the Client Platform and the Services are granted hereunder and all such rights are reserved.
Any other use or exploitation of the Website, the Client Platform and the Services, or their Data, without UNITAG's prior written authorisation, is prohibited.
In particular, it is prohibited to:
Reproduce, modify, adapt, distribute, publicly perform or broadcast the Website, the Client Platform and the Services and their Data, except as expressly authorised by UNITAG;
Reconstruct, or attempt to reconstruct, the computer solution of the Website, the Client Platform or the Services, for one's own account or for the purpose of offering, directly or indirectly, whether free of charge or for payment, the same or a comparable service to unauthorised persons, and/or to distribute or sell, in any manner whatsoever, any element obtained through the Website, the Client Platform or the Services, for the purpose of assisting a person in reconstructing, in whole or in part, an equivalent service, subject to exceptions provided for by applicable legislation;
Infringe the intellectual property rights held by UNITAG or by third parties over the Website and the Client Platform, as well as over all Data accessible via the Website, the Client Platform and the Services;
Use UNITAG's names, trademarks and logos, as well as, more generally, any other name used in connection with the Website, the Client Platform or the Services, in its advertising and commercial documents, without UNITAG's prior written consent.
UNITAG allows the Client to personalise their QR Codes through the Client Platform, including by integrating into their QR Codes elements protected by intellectual property law or personality rights (photos, images, logos, texts, etc.).
The Client declares and warrants that they hold sufficient rights to authorise UNITAG to display and then reproduce the QR Code generated on the Client Platform in the context of providing the Service.
Access to the Paid Services is obtained by creating an Account on the Client Platform, as described in Article 4 of the GTU, and by subscribing to a monthly or annual Paid Services plan (a "Monthly Subscription" or "Annual Subscription", together the "Subscription").
Subscribing to a Subscription includes a free trial period of fourteen (14) days from the date of subscription (the "Trial Period"). The Trial Period is non-renewable and each Client is entitled to only one free trial per type of Subscription.
During or at the end of the Trial Period, the Client must confirm their Subscription (the "Subscription Confirmation").
At the end of the Trial Period, if the Client has not confirmed their Subscription, they will no longer have access to the Paid Services.
In such case, the QR Codes and content generated by the Paid Services will be archived by UNITAG for a maximum period of 12 months, so that they may be restored. After this period, UNITAG reserves the right to permanently delete these QR Codes.
If a request to delete the Client Account is made during this 12-month period, such data will be permanently deleted.
Prices are those indicated on the commercial offer accessible via https://console.unitag.io/plans, on the Client Platform at the time of login, and the applicable prices are those indicated on the Client Platform at the date of order confirmation. Prices are expressed in Euros, excluding and including VAT.
UNITAG reserves the right, at its sole discretion, to offer promotional offers or price reductions. Such discounts are only valid for the duration of the initial Subscription.
UNITAG also reserves the right to revise prices. The Client will be informed of any change by email at least fifteen (15) days before the new rates come into effect.
These new rates apply only upon renewal of the Client's Subscription, i.e. from the next Renewal Period. The Client remains free to cancel their Subscription, which will continue to run until its expiry and will not be renewed, if they do not accept the price change. Failing that, the Client will be deemed to have accepted the new rates.
VAT at 20% applies to the prices indicated.
The total price of each Annual Subscription, and of any Credits subscribed, is paid annually on the date of Annual Subscription Confirmation or Annual Renewal Period.
The total price of each Monthly Subscription, and of any Credits subscribed, is paid monthly on the date of Monthly Subscription Confirmation or the Monthly Renewal Period.
Payment is made by SEPA direct debit.
The direct debit is processed by a secure payment provider, who alone retains the Client's payment details. UNITAG does not retain any banking details.
The Client warrants that they have the funds and authorisations necessary to use the chosen payment method. The Client undertakes to take all necessary steps to ensure that the automatic debit of the price of the Paid Services can be carried out and to inform UNITAG of any changes to the information provided when applying for the Subscription, including billing details, bank references or credit card number.
Any delay or failure to pay all or part of any amount due automatically results, without prior notice and without prejudice to any other action that UNITAG may take, in the immediate suspension of access to the Paid Services until full payment of all outstanding amounts.
Any VAT-inclusive amount not paid by the due date will give rise to the payment by the Client of late payment penalties set at three times the statutory interest rate. These penalties are payable as of right and will automatically be debited to the Client's account without any reminder or formal notice being required to trigger the late payment penalties.
A Client in a situation of late payment is automatically liable to UNITAG for a fixed indemnity for recovery costs of €40, in accordance with Article L. 441-10 of the French Commercial Code.
Furthermore, UNITAG reserves the right to apply to the competent court to put an end to such non-performance, subject to a daily penalty for each day of delay.
The Annual Subscription term will begin on the Subscription Confirmation date, for an initial term of one (1) year (the "Annual Initial Term"). Thereafter, the Annual Subscription will automatically renew for successive periods of one (1) year (each period, an "Annual Renewal Period").
The Monthly Subscription term will begin on the Subscription Confirmation date, for an initial term of one (1) month (the "Monthly Initial Term"). Thereafter, the Monthly Subscription will automatically renew for successive periods of one (1) month (each period, a "Monthly Renewal Period").
Either Party may decide to terminate their Subscription by deactivating the automatic renewal of the Subscription at any time during the current Initial Term or Renewal Period, as the case may be.
In such case, termination does not incur any penalty and does not entitle the Client to a refund for the current period, which runs until its expiry.
At the end of the current period following the termination of their Subscription, the Client loses access to the Paid Services and any remaining Credits.
Unless the Client expressly requests otherwise in writing, their data may be retained (archived) by UNITAG for a maximum period of six (6) months. If the Client subsequently decides to take out a new Subscription, the retained (archived) data may be restored.
UNITAG reserves the right to immediately terminate any Subscription without notice, without refund of amounts paid and by any means, in the event of an irremediable breach or serious misconduct, as set out in Article 9.
UNITAG reserves the right to terminate any Subscription, without refund of amounts paid, in the event of non-compliance with the GTU or the GTC by the Client, who fails to remedy such breach within fifteen (15) days of receiving written notice from UNITAG.
Each Party hereby represents and warrants that: (i) it is duly organised, legally existing and in good standing under the laws of its jurisdiction or organisation; (ii) the execution and performance of the GTC will not contravene or violate any provision of any law applicable to that Party; and (iii) the GTC constitute a valid and binding obligation on the Parties and will be enforceable against them in accordance with its terms. Each Party represents and warrants that it will comply with all applicable laws and regulations.
Unless expressly stated otherwise herein, the Paid Services are provided "as is" and "as available" without warranty of any kind, except as provided in the GTC. UNITAG therefore disclaims all implied warranties, including all implied warranties of title, merchantability, non-infringement, compliance with any law, rule, regulation, judgement, order or decree, fitness for a particular purpose, freedom from error or uninterrupted operation, as well as any warranty arising from a course of dealing, performance or trade usage.
The Client is solely responsible for their use of the Paid Services. UNITAG's liability cannot under any circumstances be sought if the Paid Service ultimately does not meet the Client's needs.
The Client acknowledges being aware of the constraints and limitations of Internet and mobile Internet networks. Accordingly, UNITAG cannot under any circumstances be held liable for malfunctions in access to the Paid Services, or the loading and browsing speeds of the Paid Services pages, except in the event of UNITAG's own fault.
UNITAG cannot under any circumstances be held liable in the event that the proposed service proves to be incompatible with certain equipment and/or features of the Client's computer hardware.
In particular, and without this list being exhaustive, UNITAG's liability cannot be engaged for:
Difficulties encountered when scanning QR Codes. The technical variety and performance differences between phone cameras mean that UNITAG cannot guarantee their full readability. UNITAG reminds Clients that it is important to carry out their own reading tests under conditions similar to the QR Code's final environment;
Errors of handling and/or interpretation by the Client;
Virus contamination of the Client's data and/or software, the protection of which is their responsibility;
Damage that may be suffered by the Client's equipment connected to the Client Platform or their misuse, as these are entirely the Client's responsibility;
Any misappropriation of login credentials, and more generally of any sensitive information belonging to the Client.
QR codes generated through the Paid Services may redirect to external websites or content. UNITAG does not control these resources and accepts no liability for their nature, availability or compliance.
The Client assumes full responsibility for the consequences of using QR codes.
UNITAG cannot be held liable for content, links or information embedded in QR codes generated by Clients. The Client is solely responsible for the content of the QR code, its use and its compliance with applicable legislation. UNITAG does not guarantee the accuracy, lawfulness or security of content redirected via QR codes, and accepts no liability for any unlawful, fraudulent or harmful content of QR Codes generated by Clients.
In any event, except in cases of gross or wilful misconduct by UNITAG, UNITAG's total cumulative liability under these GTC, for all losses combined and all causes combined, may not exceed an amount equal to the fees paid or payable by the Client under the Subscription during the twelve (12) months preceding the event giving rise to liability.
UNITAG cannot under any circumstances be held liable for any indirect or intangible loss suffered by the Client, including in particular loss of opportunity, loss of revenue, loss of customers, loss of data, loss of profit, commercial loss or reputational damage.
It is strictly prohibited to use the Client Platform and the Paid Services to generate QR codes:
Related to illegal activities (scams, phishing, fraud, counterfeiting, etc.);
Containing defamatory, racist, pornographic content, or content contrary to public order, and more generally to applicable legislation;
In violation of third-party intellectual property rights;
Redirecting to malicious websites or content.
Any breach in this regard may result in the immediate suspension of the Account, termination of the Agreement in accordance with Article 7.3.1, and legal proceedings.
The Client is solely responsible for their use of the Services and indemnifies UNITAG against any claim, action or proceeding brought by a third party arising from the use of the Services, including in particular content, information, links or resources accessible via the QR codes they generate or manage. In this regard, the Client undertakes to fully indemnify UNITAG for any damages awarded, compensation, defence costs and legal fees resulting from such claims.
UNITAG irrevocably undertakes, except where required by law or ordered by a judicial authority, to treat as strictly confidential all data generated through the use of the Paid Services.
In the context of making the Website and the Client Platform available and providing the Services, UNITAG acknowledges that it may collect and process Personal Data.
The Personal Data collected by UNITAG is necessary for access to the Services on the Website and the Client Platform, including in particular to:
Create an Account;
Monitor Client registrations, compliance with these terms, and the handling of disputes;
The proper performance of the Services;
The sending of information emails and newsletters published by UNITAG.
The Parties will comply with applicable legislation relating to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "GDPR").
The information and data collected about the Client is subject to computer processing and is mandatory as it is necessary for the management of their Subscription. It may for this purpose be transmitted to companies responsible for managing, executing and processing payment transactions. This information and data is also retained for security purposes, in order to comply with the legal and regulatory obligations to which UNITAG is subject.
The Parties will take all necessary precautions and implement all required measures to preserve the confidentiality and security of personal data and, in particular, to prevent it from being distorted, damaged or communicated to unauthorised third parties.
In accordance with the French Data Protection Act No. 78-17 of 6 January 1978, the Client has the right of access to and rectification of information concerning them. If they wish to exercise this right and obtain communication of information concerning them, the Client is invited to contact UNITAG via the Client Platform by clicking on the "Contact" section, or by writing to support@unitag.io.
The Parties respectively undertake to provide the data subjects with the information necessary to exercise their rights of access, rectification and erasure in accordance with applicable data protection legislation and the GDPR.
These GTC are governed by French law (the "Applicable Law").
UNITAG and its Users undertake, in the event of difficulties in the performance of the GTC and prior to any legal proceedings, to seek an amicable settlement of their dispute.
To this end, the Party wishing to initiate this amicable settlement procedure must notify the other Party by registered letter with acknowledgement of receipt, specifying the difficulties encountered in implementation or the breaches observed. This letter constitutes formal notice to remedy the identified breaches.
The other Party will then have fifteen (15) calendar days to communicate its interpretation of events, its own amicable proposal for settling the dispute, or its refusal of an amicable settlement.
The Party that initiated the amicable settlement will then in turn have fifteen (15) calendar days to communicate its response.
However, if within thirty (30) calendar days following this response the Parties have not reached an amicable agreement, each of them will regain full freedom of action and the right to refer the matter to the competent courts under ordinary law conditions.
UNITAG reserves the right to modify these GTC in order to adapt to its activities and comply with applicable regulations. Any modification to these GTC will be published on the Client Platform with a note of the update date, without prior notice.
Upon their first login to the Client Platform following the modification of the GTC, the Client will be required to accept the new version of the GTC via a checkbox. The prevailing version is the one accessible online.
Any use of the Paid Services after this period will be subject to the new GTC, except in the cases mentioned in Article 6.
If the User does not accept the GTC or subsequent modifications, access to their Account on the Client Platform may be blocked.
A Subscription may not be assigned or transferred by a Party without the prior written consent of the other Party. However, UNITAG may assign or transfer the Subscription to one of its Affiliated Companies, or to a person or entity that acquires, by sale, merger or otherwise, all or a substantial part of its assets, share capital or business. Any attempt to assign or delegate in violation of this article will be null, void and of no effect.
UNITAG declares that it has taken out a professional civil liability insurance policy to cover all of its liabilities arising from the provision of the Paid Services as provided for in the GTC.
The Client undertakes to maintain throughout the duration of their Subscription an insurance policy covering their contractual civil liability.
In the event that one or more clauses of the GTU are declared null and void by a court decision or prove impossible to implement, the validity of the other provisions will not be affected.
The headings and subheadings in these GTU are included for convenience only and may not in any circumstances be used to interpret any provision of the GTU.
The fact that UNITAG does not invoke the application of any provision of the GTU or tolerates its non-performance, whether temporarily or permanently, may not under any circumstances be interpreted as a waiver by UNITAG of the rights it holds under these terms. The fact that UNITAG tolerates non-performance or imperfect performance of the GTU, or more generally tolerates any act, omission or failure by the User that does not comply with the provisions of the GTU, shall not confer any right on the User who benefits from such tolerance.