Ours terms of use governing all use of the PolicyMate platform, website, and products.
Effective Date: 30 October, 2024
These Terms of Use (the “Agreement”) is entered into by and between Grégoire Gaonach, a micro-entreprise with Siren Number 987679271 (“PolicyMate”), and the entity or person using, accessing, or placing an order for the Service (“Customer” or “you”). As used herein, “Service” means the digital platform made available by PolicyMate as well as the policymate.eu website and all other websites operated by PolicyMate.
This Agreement consists of the terms and conditions set forth below and any PolicyMate-provided ordering document, online registration, order description or order confirmation referencing this Agreement, whether paid or free (an “Order”). If you are accessing or using the Service on behalf of your company, you represent that you are authorised to accept this Agreement on behalf of your company, and all references to “you” reference your company.
By indicating your acceptance of this Agreement or accessing or using the Service, you are agreeing to be bound by the terms and conditions of this Agreement.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access or use of any part of the Service, (b) Customer’s indication of acceptance of these Terms of Use, or (c) the effective date of the first Order. PolicyMate may modify this Agreement from time to time as permitted in Section 18 (Modifications to Agreement).
Permitted Use. During any Subscription Term, Customer may access and use the Service only for its internal business or personal purposes in accordance with this Agreement.
Users. A “User” is any individual that Customer or any affiliate of Customer permits or invites to use the Service. Only Users may access or use the Service. Each User must keep its login credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and actions taken through their accounts (excluding misuse of accounts caused by PolicyMate’s breach of this Agreement). Customer will promptly notify PolicyMate if it becomes aware of any compromise of its User login credentials.
Administrators. Customer may designate one or more Users as an administrator with control over Customer’s Service account, including management of Users and Customer Content. Customer is fully responsible for its choice of administrators and any actions they take.
Registration Using Corporate Email. If you created an account using an email address belonging to your employer or other entity, you represent and warrant that you have authority to create an account on behalf of such entity and further acknowledge that PolicyMate may share your email address with and control of your account may be taken over by such entity (as the “Customer”). Upon such takeover, the administrator controlling the account may be able to (i) access, disclose, restrict or remove information from the account, (ii) restrict or terminate your access to the Service and (iii) prevent you from later disassociating such account from the Customer.
Access to Teams. If you are invited by another Customer to join a Team in the Service, you acknowledge that your access to that Team as well as any content you create or submit may be shared with and under the control of that other Customer. Similarly, if you create a Team and invite others to join, content you create or submit may be shared with other members of the Team. “Team” means a group of two or more users within the Service that are able to share content and otherwise collaborate within the Service.
Sharing Settings. You control which Users, Customers, and Teams you share content with in the Service and what content you share. PolicyMate has no liability for how others may access or use such content as a result of your or your Users’ decision to share content in the Service.
Age Requirement for Users. The service is not designed for use by another below 18 years of age. You represent and warrant that you are at least 18 years of age and shall not permit any user under 18 years of age to use or access the Service.
Restrictions. Customer will not (and will not permit anyone else to) do any of the following:
provide access to, distribute, sell or sublicense the Service to a third party,
use the Service on behalf of third parties,
use the Service to develop a similar or competing product or service,
scrape, data mine, reverse engineer, decompile, disassemble or seek to access non-public source code,non-public APIs, or unauthorised data from the Service, except to the extent expressly permitted by applicable law (and then only with prior notice to PolicyMate),
modify or create derivative works of the Service or copy any element of the Service,
remove or obscure any proprietary notices in the Service or otherwise misrepresent the source of ownership of the Service,
publish benchmarks or performance information about the Service,
interfere with the Service’s operation, circumvent its access restrictions or conduct any security or vulnerability test of the Service,
transmit any viruses or other harmful materials to the Service,
allow Users to share their account or login information or credentials,
engage in any fraudulent, misleading, illegal or unethical activities related to the Service or
use the Service to store or transmit material which contains illegal content.
What is Customer Content. “Customer Content” means any data, content or materials that Customer (including its Users) creates within or submits to the Service, including from Third-Party Services, as defined in Section 5.
Data Use. Customer grants PolicyMate the non-exclusive, worldwide right to use, copy, store, transmit and display Customer Content and to modify and create derivative works of Customer Content (for reformatting or other technical purposes) as necessary to provide and improve the Service, customer support, and any technical support or services under this Agreement.
Security. PolicyMate uses reasonable measures designed to protect the Service and Customer Content.
Personal Data. The collection and use of Personal Data shall be governed by the Data Processing Agreement (“DPA”) available at https://policymate.eu/page/data-processing-agreement and incorporated herein by reference. Each party agrees to comply with the DPA.
Data Retention and Deletion. For any Customers using PolicyMate on a free basis, PolicyMate does not agree and has no obligation to retain Customer Content and may delete it at any time. For Customers using PolicyMate on a paid basis, PolicyMate shall retain all Customer Content for the duration of any subscription term, at the conclusion of which PolicyMate may delete Customer Content in PolicyMate’s sole discretion. Any such data deleted or otherwise proactively deleted by Customer in the Service may be deleted permanently and not be retrievable.
Generally. Customer is responsible for its Customer Content, including its content and accuracy, and agrees to comply with all applicable laws in using the Service. Customer represents and warrants that it has made all disclosures and has all rights, consents and permissions necessary to use its Customer Content with the Service and grant PolicyMate the rights in Section 2(b) (Data Use), all without violating or infringing any applicable laws, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to the Customer Content.
Prohibited Uses. Customer must not use the Service with:
special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation,
patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”),
credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS),
government ID numbers or (f) any data similar to the above protected under foreign or domestic Laws.
PolicyMate may suspend without notice Customer’s or a User’s access to and use of the Service and related services if Customer breaches the terms of this Agreement, if Customer’s account is 10 days or more overdue, or if Customer’s or User’s actions risk harm to other customers or the security, availability or integrity of the Service. Once Customer resolves the issue requiring suspension, PolicyMate will promptly restore Customer’s or User’s access to the Service in accordance with this Agreement.
Customer may choose to use the Service with Third-Party Services. “Third-Party Services” means any platform, add-on, service, product, app or integration not provided by PolicyMate that Customer elects to integrate or enable for use with the Service. Use of Third-Party Services is subject to Customer’s agreement with the relevant provider and not this Agreement. PolicyMate does not control and has no liability for Third-Party Services, including their security, functionality, operation, availability or interoperability or how Third-Party Services or their providers use Customer Content. If Customer enables Third-Party Services with the Service, PolicyMate may access and exchange Customer Content with the Third-Party Services on Customer’s behalf.
Subscription Term. “Subscription Term” means the term for Customer’s use of the Service as identified in an Order. Unless otherwise specified in the applicable Order, each Subscription Term will initially be for 12 months and automatically renew for successive 12-month periods, unless either party gives the other party notice of non-renewal at least sixty (60) days before the current Subscription Term ends. Upon notice of non-renewal, Customer will not be charged for the next billing cycle but will not receive any refunds or credits for amounts that have already been charged.
Fees and Taxes. Fees are as described in each Order. Fees are invoiced on the schedule in the Order. Customer agrees that PolicyMate may bill Customer’s credit card or other payment method for renewals and any other unpaid fees, as applicable. Customer may change its payment method information by entering updated information through the user interface of the Service. Unless the Order provides otherwise, all fees and expenses are due within 30 days of the billing date specified in the applicable Order. Fees for renewal Subscription Terms are at PolicyMate’s then-current rates, regardless of any discounted pricing in a prior Order. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees are non-refundable except as expressly stated otherwise herein. Customer is responsible for any sales, use, goods and services, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign (“Taxes”), other than PolicyMate’s income tax. Unless stated otherwise, fees are exclusive of Taxes.
Applicability and Scope. This section governs the offering and use of artificial intelligence as part of the Service, including any parts of the Service, that make use of large language models (“LLMs”) or other machine learning (“ML”) and/or artificial intelligence (“AI”) to generate Output, which display significant generality and are capable to competently perform a wide range of distinct tasks, including when trained with a large amount of data using self-supervision at scale, and that can be integrated into a variety of downstream systems or applications (collectively, “AI Features”).
Additional Definitions.
“Input(s)” means any data, content or materials that Customer submits to the AI Features, such as an audio file, video file, document, image, or text (including any output parameters, such as aspect ratio, style, etc.) to receive the Output.
“Output(s)” means the resulting image, text, text effects, vector graphic file, audio file, video file or any other content, which is provided to Customer within the AI Features or elsewhere in the Service based on the Inputs.
Use and Ownership of Input and Output. The AI Features may require you to provide Input, which will be used by the AI Features to generate Output. As between you and PolicyMate, and to the extent permitted by applicable law, you retain your ownership rights in Input and you own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output. To the extent PolicyMate engages any third party services to provide you with PolicyMate’s AI Features, PolicyMate will take reasonable steps to inform you of any restrictions to your ownership in Output, prior to your use of the relevant AI Feature. Due to the nature of AI Features, Customer acknowledges that Outputs provided to Customer may be similar or identical to Outputs independently provided by PolicyMate to other customers and/or users.
You hereby consent to PolicyMate using your Input and Output for improving its AI Features, including for training or fine tuning underlying models. If you do not want PolicyMate to use your Input and Output for these purposes, you must not use the AI features. By consenting or by using the AI Features, you grant PolicyMate a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence to use your Input and Output. PolicyMate will remove direct identifiers when using Input and Output to improve AI Features consistent with industry standards.
Warranties and Disclaimers. Due to the nature of the AI Features, PolicyMate does not represent or warrant (a)that Output does not incorporate or reflect third-party content or materials, or (b) that Output will not infringe third-party intellectual property rights. Furthermore, PolicyMate does not endorse nor guarantee the Outputs to be accurate, complete, or current. As such, Customer should independently review and verify all Outputs as to usefulness, appropriateness, accuracy, fitness for its purpose, and any other quality relevant to Customer’s use cases and/or applications. Customer is solely responsible for the content of the Input and its use of Output. FOR AVOIDANCE OF DOUBT, THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY OUTLINED IN THE AGREEMENT ALSO APPLY TO CUSTOMER’S USE OF THE AI FEATURES.
Restrictions on Use of AI Features. Customer will ensure that its Inputs and use of the AI Features do not violate applicable laws. Further, Customer will not itself and will not permit anyone else to:
use the AI Features or Inputs or Outputs to infringe upon any third-party rights, including any intellectual property rights,
use the AI Features or any Inputs or Outputs to develop, train or improve any AI or ML models (separate from authorized use of the Services under the Agreement),
represent any Output as being an original work or a wholly human-generated work, or as being approved or vetted by PolicyMate,
use the AI Features for automated decision-making or for other processes that have legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with all applicable laws,
use the AI Features for purposes or with effects that are illegal, discriminatory, harassing, bias-inducing, harmful or unethical,
use the AI Features in a way that conflicts with or violates any restriction or obligation that violates the EU Artificial Intelligence Act or any other applicable law,
develop foundation models or other large scale models or other artificial intelligence or machine learning-based features or products that compete with PolicyMate AI Features,
to generate spam, or any content for dissemination for illegal activities, or to abuse, harm, interfere with, or disrupt any services (or enable others to do the same),
use the Services in a manner outside the scope of the Agreement.
Required Third Party Terms. PolicyMate uses technology of third-party providers in order to make the AI Features available to you. If PolicyMate’s third-party providers require us to flow down additional terms to you, as identified on PolicyMate’s third-party provider list, they shall be considered binding on you. PolicyMate will inform you of those terms through announcements on its customer-facing website.
TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. POLICYMATE DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION OR USE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT IT WILL OPERATE IN COMBINATION WITH THIRD-PARTY SERVICES USED BY CUSTOMER OR MAINTAIN CUSTOMER CONTENT WITHOUT LOSS. POLICYMATE DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PolicyMate is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside PolicyMate’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.
Term. This Agreement starts on the Effective Date and continues until 90 days after expiration or termination of all Subscription Terms.
Termination for Cause. Either party may terminate this Agreement (including all Orders) if the other party:
fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice,
ceases operation without a successor or
seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
Termination for Convenience. Either party may terminate this Agreement (including all Orders) at any time for any reason upon 90 days’ notice to the other party, provided
If Customer terminates for convenience, Customer will not be entitled to a refund of any pre-paid fees and if Customer has not already paid all applicable fees for the then-current Subscription Term, any such fees that are outstanding will become immediately due and payable.
If PolicyMate terminates for convenience, Customer will be entitled to a pro-rata refund of fees already paid for the remainder of the Subscription Term.
Effect of Termination. Upon expiration or termination of this Agreement or an Order, Customer’s access to the Service and Technical Services will cease. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information (excluding Customer Content, which is addressed in Section 2.5). Customer Content and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.
Survival. These Sections survive expiration or termination of this Agreement: 1.8 (Restrictions), 3 (Customer Obligations), 6.2 (Fees and Taxes), 8 (Disclaimers), 9.4 (Effect of Termination), 9.5 (Survival), 10 (Ownership), 12 (Limitations of Liability), 13 (Indemnification), 15 (Confidentiality), and 19 (General Terms).
Except for Customer’s use rights in this Agreement, PolicyMate and its licensors retain all intellectual property and other rights in the Service, and any related PolicyMate technology and documentation, including any modifications or improvements to these items made by PolicyMate. PolicyMate may generate and use PolicyMate’s technical logs, data and learnings about Customer’s use of the Service to operate, improve, analyse and support the Service and for other lawful business purposes.
Customer may from time to time provide suggestions, comments, or other feedback to PolicyMate with respect to the Service ("Feedback"). Customer agrees that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for PolicyMate. Customer agrees that PolicyMate shall be free to use, disclose, reproduce, licence, or otherwise distribute and exploit the Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. Furthermore, Customer hereby assigns to PolicyMate all right, title, and interest in and to any intellectual property rights in the Feedback, and agrees to perform such acts as PolicyMate may reasonably request to perfect and enforce such rights.
Section 12 - Limitation of liability
TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, IN NO EVENT WILL POLICYMATE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF THE SUBJECT MATTER OF THESE TERMS AND THE SERVICES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR:
ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR BUSINESS REVENUE), OR FOR LOSS OF OR CORRUPTION OF DATA, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, IRRESPECTIVE OF WHETHER POLICYMATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
THE THIRD PARTY APPLICATIONS AND CUSTOMER’S SYSTEMS, INCLUDING, WITHOUT LIMITATIONS THE PERFORMANCE OF THE THIRD PARTY APPLICATIONS AND CUSTOMER’S SYSTEMS AND ANY CONTENT THEREIN.
EXCEPT AS OTHERWISE REQUIRED BY LAW, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICE, OR FOR ANY ERROR OR DEFECT IN THE SERVICE, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY SHALL BE LIMITED TO THE GREATER OF (A) FIFTY (50) EUROS OR (B) THE TOTAL AMOUNT OF THE FEES PAID TO POLICYMATE UNDER THIS AGREEMENT.
THE FOREGOING LIMITATIONS WILL NOT APPLY WITH RESPECT TO ANY INTENTIONAL OR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR ANY LIABILITIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Customer is solely responsible for adequate protection and backup of the data and equipment used in connection with the Service. PolicyMate does not guarantee that the information accessed by the Service will be accurate or complete. Customer acknowledges that performance of the Service may be affected by any number of factors, including without limitation, technical failure of the Service, the acts or omissions of third parties and other causes reasonably beyond the control of PolicyMate.
The waivers and limitations in this section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
Customer will defend PolicyMate from and against any third-party claim to the extent resulting from Customer Content, Customer Materials or Customer’s breach or alleged breach of Section 3 (Customer Obligations), and will indemnify and hold harmless PolicyMate against any damages or costs awarded against PolicyMate (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the claim. Customer may not settle any claim without the indemnified party’s prior consent if settlement would require PolicyMate to admit fault or take or refrain from taking any action. PolicyMate may participate in a claim with its own counsel at its own expense.
Section 14 - Claims of Infringement
If the Service is, or in PolicyMate’s opinion is likely to become, the subject of a claim, suit, or proceedings of infringement, PolicyMate may in its sole discretion:
procure, at no cost to Customer, the right to continue using such Service;
replace or modify the Service, at no cost to Customer, to make it non-infringing (even if that modification materially impacts the value or utility of the Service), or
terminate the license for the infringing Service and grant a refund credit thereon as depreciated on a monthly basis and reflecting the remaining Service subscription term.
THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF POLICYMATE WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE SERVICES AND IS IN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT.
Definition. “Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. PolicyMate’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service. Customer’s Confidential Information includes Customer Content.
Obligations. As the receiving party, each party will
hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 2.2 (Data Use), and
only use Confidential Information to fulfil its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for PolicyMate, the subcontractors referenced in Section 19.8), provided it remains responsible for their compliance with this Section and they are bound to confidentiality obligations no less protective than this Section.
Exclusions.
These confidentiality obligations do not apply to information that the receiving party can document
is or becomes public knowledge through no fault of the receiving party,
it rightfully knew or possessed prior to receipt under this Agreement,
it rightfully received from a third party without breach of confidentiality obligations or
it independently developed without using the disclosing party’s Confidential Information.
Remedies. Unauthorised use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section.
Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Content and other Confidential Information, if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
Beta Permissions and Terms. If Customer receives access to the Service or Service features on a free or trial basis or as an alpha, beta or early access offering (“Beta Services”), use is permitted only for Customer’s internal evaluation during the period designated by PolicyMate (or if not designated, 30 days). Either party may terminate Beta Services at any time for any reason. Beta Services may be inoperable, incomplete, inaccurate, or include features that PolicyMate may never release, and their features and performance information are PolicyMate’s Confidential Information. Notwithstanding anything else in this Agreement, PolicyMate provides Beta Services “AS IS” with no warranty, indemnity or support and its liability for Beta Services will not exceed fifty (50) euros. Owing to the experimental nature of the Beta Services, you are advised not to rely exclusively on the Beta Services or any information or content therein for any reason. PolicyMate makes no representations or warranties as the accuracy or completeness of the Beta Services or any information or content therein.
No Obligations. Notwithstanding anything herein to the contrary, PolicyMate has no obligation to provide support, maintenance, upgrades, modifications, or new releases for Beta Services. IN NO EVENT WILL POLICYMATE BE LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES, DIRECT OR INDIRECT, OF ANY NATURE OR EXPENSES INCURRED BY YOU IN CONNECTION WITH THE BETA SERVICES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DAMAGES IN CONNECTION WITH THE BETA SERVICES SHALL BE TO TERMINATE THE BETA SERVICES BY WRITTEN NOTICE TO POLICYMATE.
Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by Laws. However, PolicyMate may include Customer and its trademarks in PolicyMate’s customer lists and promotional materials but will cease this use at Customer’s written request.
PolicyMate may modify this Agreement (which may include changes to Service pricing and plans) from time to time by giving notice to Customer by email or through the Service. Unless a different period is specified by PolicyMate, modifications become effective thirty (30) days upon notice to Customer. If Customer notifies PolicyMate of its objection to such modifications within 30 days after the date of notice, PolicyMate (at its option and as Customer’s exclusive remedy) will either: (a) permit Customer to continue under the existing version of this Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will go into effect), or (b) allow Customer to terminate this Agreement and receive a refund of any pre-paid Service fees allocable to the terminated portion of the applicable Subscription Term.
Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Service, and, in any event, continued use of the Service after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.
Assignment. Customer may not assign this Agreement without PolicyMate’s prior written consent. PolicyMade may assign this Agreement in its sole discretion. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of France without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the courts of France.
Notices. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and will be deemed given:
upon receipt if by personal delivery,
upon receipt if by certified or registered mail (return receipt requested) or
one day after dispatch if by a commercial overnight delivery service, or
upon sending if sent via email.
If to PolicyMate, notice must be provided to: PolicyMate c/o Euratechnologies Place de Saintignon, 165 Av. de Bretagne, 59000 Lille Or via email at hello@policymate.eu Either party may update its address with notice to the other party. PolicyMate may also send operational notices to Customer by email or through the Service.
Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
Amendments. Except as otherwise provided herein, including Section 18 (Modifications to Agreement), any amendments, or modifications to this Agreement must be in writing and signed by each party’s authorised representatives. The terms in any past, contemporaneous or future Customer purchase order, business form or vendor management portal will not amend or modify this Agreement and are expressly rejected by PolicyMate; any of these documents are for administrative purposes only and have no legal effect.
Waivers and Severability. Waivers must be signed by the waiving party’s authorised representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government licence or natural disaster.
Subcontractors. PolicyMate may use subcontractors and permit them to exercise PolicyMate’s rights, but PolicyMate remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.
Open Source. The Software may incorporate third-party open source software (“OSS”), as listed in the Documentation or by PolicyMate upon request. To the extent required by the OSS licence, that licence will apply to the OSS on a stand-alone basis instead of this Agreement.
