Hublo (hereinafter Hublo) is a société par actions simplifiée (simplified joint-stock company) whose registered office is located at 86 rue Voltaire - 93100 Montreuil, and is registered with the Bobigny Trade and Companies Registry under SIREN number 822 276 986.
It operates an online platform, an IT solution in SaaS (Software as a Service) mode, enabling healthcare establishments to meet their immediate staffing needs, and optimize their recruitment management.
The customer is a healthcare establishment currently facing a number of staffing problems. It was against this backdrop that they approached Hublo to benefit from its services.
The Parties hereby acknowledge that, prior to the signature of the present contract, they have exchanged views on the services offered by Hublo, in particular via the platform, and on its suitability for the Customer's needs and expectations.
The parties have therefore come together to formalize the contractual terms of their collaboration.
Unless otherwise specified, the following terms and expressions have the meaning given below if they appear with their first letter capitalized, whether in the singular or plural.
The purpose of these GTS is to define the conditions of sale of the Services and to define the rights and obligations of the Parties.
The General Terms and Conditions define more precisely the conditions under which the Service Provider grants to the Customer, who accepts it:
The Contract between Hublo and the Customer consists of the following documents, presented in descending order of legal value:
In the event of a contradiction between one or more provisions in one of these documents, the document of higher legal value will prevail.
The contractual documents express the entire agreement of the Parties as of the date of their signature. They cancel and replace any previous agreement, letter, offer or other written or oral document having the same object.
The Contract takes effect from the date of signature, and is concluded for a period of one (1) year.
Beyond this period, it is tacitly renewed from year to year, unless terminated by one of the Parties, notified to the other at least three (3) months before the expiry of the current year, by registered letter with acknowledgement of receipt.
The Customer may connect to the Platform at any time, i.e. 24 hours a day, 7 days a week, including Sundays and public holidays, excluding maintenance operations.
Hublo undertakes to use all its resources and skills to ensure the performance, continuity and quality of the Platform, in accordance with the required practices and standards.
The Customer is aware of the technical hazards inherent in the Internet network, and of the interruptions to access to the Platform or slowdowns that may result. In particular, the Customer acknowledges that fluctuations in bandwidth may lead to discontinuity in access to the Platform, beyond Hublo's control and beyond its technical means. Therefore, Hublo cannot be held responsible for any unavailability or slowdown of the Platform due to the characteristics of the Internet network, nor for their possible impact on the Customer's activities.
Access to the Platform is gained by logging into the Account created by the Customer as a User, in accordance with the conditions set out in the GCU.
It is the responsibility of the Customer, through its Administrators, to maintain the confidentiality of the Identifiers. The Customer alone shall bear the consequences of any use of the Identifiers by third parties, whether or not such use is authorized by the Customer.
The Customer must notify Hublo as soon as possible of any loss or theft of its Identifiers, so that the necessary measures can be taken.
In general, in the event of non-compliance with the Contract by the Customer, Hublo reserves the right to suspend all access to the Platform, either temporarily or permanently. This applies in particular to the Customer's failure to pay invoices on time.
Hublo acts simply as a service provider (supplying computer software), and cannot be assimilated, in particular, to a temporary employment agency, a recruitment agency or a human resources consultancy.
Hublo's commitments constitute an obligation of means under the terms of which the services are performed in accordance with the conditions defined in the contractual documentation and, more generally, the regulatory and legislative provisions. Hublo thus undertakes:
The Customer undertakes to :
In this respect, the Customer expressly acknowledges that any delay in the deployment of the Platform, due to a lack of responsiveness and/or availability on its part, or to a change in its internal organization chart, will have no effect on (i) the effective date of the Contract, (ii) the price of the Services, or (iii) the invoicing terms and conditions.
The Parties have agreed that the financial terms are set out in the Service Provision Contract.
This price is calculated according to the formula subscribed to by the Customer, as described in this same Service Provision Contract.
The Parties have agreed that the price of the Services as specified in the Service Provision Contract may be revised automatically by the Service Provider on the anniversary date of the Contract, on the basis of the Syntec index, in accordance with the following formula P1 = P0 x (S1 / S0) where :
Independently of this automatic revision, the Service Provider may modify all or part of the price of the Services. In this case, the Service Provider undertakes to notify the Customer by any means at least one (1) month before the new price of the Services comes into effect. In the event of agreement (express or tacit), the change will take effect upon renewal of the Contract.
It is specified that the Customer has the right to refuse this revision by sending a request for termination of the Contract by registered mail with acknowledgement of receipt, within one (1) month from the date of receipt of said notification. Termination will then take effect at the end of the current contractual period.
Any delay in payment of all or part of a sum due on its due date will automatically, without prior formal notice, result in Hublo being invoiced (i) late payment interest at the rate of three (3) times the legal interest rate, based on the amount of all sums due by the Customer, (ii) a fixed indemnity of forty (40) euros for collection costs, and (iii) any additional costs that may be necessary to collect the debt.
Hublo also reserves the right to suspend access to the Platform until such invoice has been paid in full.
The Customer has no property rights in the Platform or the Services. The use of the Platform under the contractually agreed conditions shall not be construed as the transfer of any intellectual property rights to the Customer, within the meaning of applicable legislation, whether French or international.
Hublo only grants the Customer a personal, non-exclusive, non-assignable and non-transferable right to use the Platform, for the entire duration of their contractual relationship, and for the entire world.
This right is granted for the sole and exclusive purpose of enabling the Customer to use the Platform, to the exclusion of any other purpose.
The Customer may under no circumstances make the Platform available to a third party, and is strictly prohibited from any other use, in particular but not limited to any adaptation, modification, translation, arrangement or distribution of the Platform.
Each of the Parties declares that it is the owner of its trademark(s) and logo(s). As such, each of them declares to hold, directly or indirectly, on their trademarks and logos, all the rights necessary to proceed with their use within the framework of the contractual relations.
As part of the use of the Platform, the Customer (i) grants Hublo the right to reproduce its logo/brand, for the purposes of integrating the Service(s), and (ii) guarantees Hublo against any recourse by third parties regarding the reproduction of said logo/brand. In general, the provision of trademarks and logos to the other Party in the strict context of the actions provided for herein does not in any way constitute a transfer of ownership.
As part of the use of the Platform, Hublo will provide the Customer with usage data (information, statistics and other data related to the use of the Services), which the Customer may use for internal purposes only. The Customer acknowledges that Hublo is in no way responsible for any use made of this data.
For its part, the Customer authorizes Hublo to use this usage data (in addition to the logo and trademark) in the context of public communications, in particular on its website or social networks. The primary purpose of each of these communications will be to promote the partnership between the Customer and Hublo.
Hublo will retain full ownership of all usage data and related communications.
Hublo represents and warrants (i) that the Platform and Services consist of an original solution within the meaning of the French Intellectual Property Code, (ii) that it holds all intellectual property rights to the Platform and Services and (iii) that use of the Platform is not likely to infringe the rights of third parties.
Maintenance is carried out by Hublo, and may render the Platform temporarily unavailable. This may involve :
In any event, Hublo takes all necessary steps to ensure that upgrades and new versions of the Platform do not result in any regression in terms of performance and functionality.
Apart from malfunctions covered by maintenance, and for any question related to the use of the Platform and Services, Hublo provides a technical support service, consisting of assistance and advice. Technical support is available by e-mail at contact@hublo.com, 7 days a week, from 7 a.m. to 8 p.m.
In the event of a breach by either Party of any of its obligations under the Contract, the Contract will be terminated ipso jure fifteen (15) days after receipt by the defaulting Party of a formal notice, which has remained without effect, without prejudice to any damages which may be claimed.
Hublo will retain all sums already paid without the Customer being able to claim any reimbursement for the period during which access to the Platform was suspended.
Each of the Parties assumes responsibility for the consequences resulting from its own faults, errors or omissions, as well as from the faults, errors or omissions of any subcontractors causing direct damage to the other Party.
Hublo cannot be held responsible:
In any event, should Hublo be held liable in the event of a fault proven by the Customer, it is agreed that :
Hublo, which remains bound by a general obligation of care, makes no other express or implied warranties with respect to the Services, including any implied warranties of merchantability or fitness for a particular purpose.
In particular, Hublo :
In the performance of the Contract, the Parties are bound by an obligation of confidentiality. They undertake not to divulge to third parties, either directly or indirectly, any document, knowledge, know-how, information and/or intelligence concerning the Platform, the Services, the financial conditions or the operating procedures, of which they may have had knowledge or access during the performance of the Contract, unless (i) the said confidential information has fallen into the public domain or (ii) its disclosure is made necessary by virtue of a special regulation or an administrative or judicial injunction or unless (iii) the Parties have decided otherwise by mutual agreement (in whatever form).
The Parties are bound by this obligation for the entire duration of the Contract, and from the time of the first commercial exchanges, five (5) years after termination of the Contract.
A breach by the Customer of this obligation of confidentiality may give rise to the automatic termination of the Contract by Hublo, without the defaulting Customer being able to claim compensation of any kind and without prejudice to any claims for damages Hublo may have under the Contract.
Within the framework of the GCS, the Parties undertake to comply with the regulations in force applicable to the processing of personal data "Personal Data" and in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 known as the "General Data Protection Regulation" (GDPR),as well as Law No. 78-17 amended of January 6, 1978, in its latest version in force, known as the "Data Protection Act", as well as any applicable national and European provisions supplementing them.
The Customer declares that he/she has read Hublo's "Data Protection Policy", which contains exhaustive information on the processing of personal data, and accepts all its terms. Any request relating to the protection of personal data can be made by e-mail to dpo@hublo.com.
The GTC may be modified at any time at Hublo's discretion. The applicable GTC are attached to the Service Provision Contract.
Should any clause of the GTC be declared null and void, it shall be deemed unwritten, but this shall not invalidate the GTC as a whole.
The fact of not claiming the application of one of the provisions of the GCS or of acquiescing in its non-execution, permanently or temporarily, cannot be interpreted as being worth renunciation of this right.
The Parties carry out and will carry out their activities independently in the performance of the Contract, which shall not be construed as creating a subordinate relationship or a de facto partnership between them.
Hublo shall not be held liable for any breach of its obligations under the Agreement if such breach results from a cause beyond its reasonable control or from an event of force majeure having the characteristics defined by case law.
The contractual obligations of each Party will be suspended for the duration of the force majeure event. If the force majeure event continues for a continuous period of more than sixty (60) days, each Party will have the option of terminating the Contract by sending a notice to the defaulting Party.
The Parties undertake to take out and maintain in force, with a reputable insurance company, at their own expense and for sufficient amounts, a professional liability and operations insurance policy covering the pecuniary consequences of any civil liability they may incur as a result of damage caused in the exercise of their professional activity.
It is agreed between the Parties that any act of takeover, assignment or transfer of Hublo shall not constitute grounds for termination of the Agreement. In the event of assignment or transfer, the Party concerned shall give written notice to the other Party.
The Contract shall be governed by and construed in accordance with French law.
In the event of any dispute or difficulty arising between the Customer and Hublo, relating to the validity, formation, interpretation, performance or termination of the Contract, the Parties undertake to cooperate diligently and in good faith with a view to finding an amicable solution before any legal proceedings are taken, with the exception of cases of urgency justifying recourse to the summary proceedings judge.
In the absence of an amicable solution between the Parties, any dispute which may arise between them concerning the validity, formation, performance, interpretation or termination of the Contract shall be subject to the exclusive jurisdiction of the Paris Commercial Court, subject to any other mandatory provision to the contrary.
