These general terms and conditions of sale (hereinafter the “General Conditions”) represent the sole foundation of the commercial relationship between the Parties in accordance with Article L.441-1 of the French Commercial Code.
They are intended to define the conditions under which ALPHAGUARD, a simplified joint-stock company with a share capital of €2,000, registered with the Melun Trade and Companies Register under number 930225032, with its registered office at 25 Avenue de Mulhouse, Roissy-en-Brie, 77680, France, (hereinafter “Alphaguard”) provides services to the client (hereinafter the “Client”), as described in Article 3 below (hereinafter the “Services”).
Alphaguard and the Client are hereinafter collectively referred to as the “Parties” and individually as a “Party”.
Legal Information
The website alphaguard.ai (hereinafter the “Website”) is published by:
ALPHAGUARD, a simplified joint-stock company with a share capital of €2,000, registered with the Melun Trade and Companies Register under number 930225032, with its registered office at 25 Avenue de Mulhouse, Roissy-en-Brie, 77680, France.
Website hosting provider: Webflow, 398 11th Street, 2nd Floor, San Francisco, CA 94103, United States, +1 415-964-0555, webflow.com
Scope of Application
The General Conditions are intended to inform the Client about the terms of online ordering and the delivery of the Services ordered.
The General Conditions apply without restriction or reservation to all Services offered to Clients by Alphaguard on the Website, regardless of any clauses that may appear in any other document.
Any order for Services implies the Client’s full and unconditional acceptance of these General Conditions.
The General Conditions are made available to Clients on the Website, where they are directly accessible and may also be provided upon simple request by any means.
The Client declares and acknowledges that they have received all the necessary and useful information to make an informed commitment. The information provided in Alphaguard’s documentation is indicative and may be revised at any time. Alphaguard reserves the right to make any modifications it deems necessary, with the understanding that the General Conditions in effect on the date of the order shall apply.
The Client declares that they have read these General Conditions and accepted them by checking the box provided before proceeding with the online ordering process. The validation of the Client’s order of Services constitutes acceptance without restriction or reservation of these General Conditions.
Description of Services
Alphaguard offers for sale a software solutions for detecting and preventing fraud risks in the assets of companies, which it has designed and developed in SaaS mode.
The essential characteristics of each Service are described on the Website and updated by Alphaguard. A Service’s technical data sheet may include descriptions, photographs, and graphics provided for illustrative purposes only and may be modified/updated on the Website by Alphaguard.
Using the Website requires a device with internet access. This device and connection are not provided by Alphaguard, and all expenses incurred by the Client to access the Website are the Client’s sole responsibility.
The Website is accessible at any time and from any location, except during maintenance operations carried out by Alphaguard, and this access is solely subject to an internet connection. The Client is responsible for setting up the necessary computer and telecommunications means to access the Website.
It is expressly agreed by the Parties that if the Website is inaccessible due to (i) maintenance operations performed by Alphaguard or (ii) issues related to the Website’s hosting provider, Alphaguard shall not be held liable.
Access to the Website is free of charge.
The Services offered comply with French law at the time of order placement.
The Services presented on the Website are available for purchase in the following territories: Worldwide.
Client Account
Creating the Client Account
The Client may create a client account (hereinafter the “Client Account”) either before or at the same time as purchasing Services online on the Website. The Client Account is a personal space provided to the Client, protected by secure access.
Creating a Client Account is free of charge and does not obligate the Client to purchase any Services.
The Client Account is created by the Client by entering the required information, including their email address and a password.
The username and password chosen by the Client at the time of account creation are personal, confidential, and unique to them. The Client agrees to keep their username and password confidential and not to disclose them in any form. The storage, use, and transmission of their username and password are the Client’s sole responsibility. It is reminded that this information constitutes Personal Data as defined in the Privacy Policy. In case of suspicion of non-compliant use of their Client Account, the Client agrees to immediately notify Alphaguard to change their password.
In any case, any order placed from a Client Account shall be deemed to have been placed by the Client whose name the Client Account is registered under.
The Client agrees to provide complete, accurate, and up-to-date information. They also agree not to impersonate a third party, nor to conceal or alter their age.
Client Account Features
The Client Account allows the Client to:
Access and modify their registered payment methods;
Access information on past and/or current orders;
Access and modify their personal information;
Contact Alphaguard;
Download and print payment receipts and order details.
The Client can download and print the data associated with their Client Account at any time.
The Client Account is accessible from any internet-connected device via the Website.
Ordering Services
To order one or more Service(s), the Client must add the Services available on the Website to their virtual cart (hereinafter the “Cart”). If they have not already done so, the Client may create their Client Account under the conditions defined in Article 4 above. The Client must, in any case, verify the Service(s) in their Cart. In case of an error in the Service(s), the Client can modify the Cart and return to the previous pages of the Website to modify their order. In case of prolonged inactivity on the Website, the availability of the Services selected and placed in the Cart is not guaranteed. The Client will then need to restart their selection, subject to the availability of the Services. The Client must then choose one of the payment methods offered by the Website. Finally, the Client must follow the payment server’s instructions to proceed with payment and validate the payment of their order. The Client’s order becomes final and irrevocable by clicking on the “Pay Now” button or any similar button. From this moment on, the Client can no longer modify their order and/or the information provided.
Order Confirmation and Tracking
The sale of the Service(s) becomes final upon full payment of the price for the order and Alphaguard’s sending of the order confirmation to the Client by email to the address provided by the Client.
All information provided by the Client at the time of order placement and Alphaguard’s confirmation of the order registration shall constitute proof of the transaction.
Alphaguard agrees to systematically confirm each Client’s order by sending an email.
The Client agrees to verify the accuracy of the order and to immediately report any error or omission to Alphaguard.
The Client is responsible for any errors they make when providing an incorrect and/or incomplete email address.
Financial Conditions
Price
The prices indicated are firm and non-revisable during their validity period, and the Parties expressly waive their right to invoke the provisions of Article 1195 of the French Civil Code.
All transportation, delivery, order processing (shipping, packaging, parcel preparation, optional services subscribed to by the Client), and other fees, interests, and commissions are indicated in the order summary and are based on the location and delivery method selected by the Client, and are the Client’s sole responsibility. Any additional costs related to a specific request from the Client after the order will be the Client’s sole responsibility and will be subject to an additional invoice.
Alphaguard reserves the right to modify the prices of Services presented on the Website at any time.
In any case, the Services will be invoiced to the Client based on the price displayed at the time of order validation.
In accordance with the provisions of the French General Tax Code, Alphaguard applies the applicable VAT rate to all orders placed on the Website, regardless of their destination.
Payment Terms
The order is payable immediately by credit card, online only.
The payment of the order is due in full at the time of order, and the Client will not have the option to pay in installments.
The Client guarantees that they are the cardholder of the payment card used to pay for the order and that the first and last name on the payment card are indeed theirs.
In the case of payment by credit card, the Client will be asked to enter the payment card number, expiration date, and the visual cryptogram of the payment card used.
If, for any reason, the Client’s payment for their order cannot be debited, the order will be immediately canceled, and Alphaguard’s liability cannot be engaged in any way.
Any delay in payment of all or part of an amount due to Alphaguard on its due date under these General Conditions will automatically result, without prejudice to the provisions of the “Termination for Breach” article and from the day following the payment date indicated on the invoice, in the invoicing to the Client of late interest, payable solely by the fact of the contractual due date, at a rate equal to three (3) times the legal interest rate, based on the amount of the unpaid debt on the due date, and a fixed compensation of forty (40) euros for collection costs.
Service Provision
The Services are made available to the Client directly in their Client Account upon full receipt of the payment of the price. They are usable by the Client as soon as they are made available.
Alphaguard agrees to make its best efforts to provide the Services as quickly as possible. However, in the event of a delay in making the Services available in the Client’s Client Account, Alphaguard cannot be held liable.
Service Unavailability
Before the Order
In the event of partial or total unavailability of one or more Services on the Website, the mention “Unavailable” or any similar mention will be indicated in the Service description, and the Client will not be able to add it to their Cart.
After the Order
In the event of partial or total unavailability of one or more Services after the Client’s order has been validated, the Client will be informed by email at the email address provided at the time of the order, either (i) of the partial delivery of their order or (ii) of the cancellation of their order.
The Client will receive a voucher equal to the amount of the unavailable Service.
Special Offers
Alphaguard reserves the right to offer Services subject to promotional offers. The original prices and promotional prices will be displayed, showing the percentage (%) discount applied to the original price.
These Services are sold under the same payment, delivery, and refund conditions as Services outside promotional offers.
It is possible to order multiple Services benefiting from a promotional offer in a single order, and it is also possible to combine the purchase of one or more Services benefiting from a promotional offer with one or more Services outside the promotional offer.
Right of Withdrawal
The right of withdrawal does not apply to clients who qualify as professionals, except for service contracts or sales of goods concluded outside the establishment, which do not fall within the main activity of the client company, and when the professional client employs no more than five (5) employees.
Legal Guarantees
Principle
The implementation of legal guarantees by a Client who does not qualify as a professional does not incur any costs for the Client.
The Client who wishes to receive a refund under the conditions defined below will be refunded by Alphaguard within fourteen (14) working days from the return of the non-compliant Product.
Hidden Defects Warranty
In accordance with the provisions of Articles 1641 and following of the French Civil Code, the implementation of the hidden defects warranty only applies to hidden defects in the Service purchased by the Client that would prevent its normal use or affect it to the point that the Client would not have purchased it.
The Client cannot claim the benefit of the hidden defects warranty for apparent defects that they could have observed at the time of purchasing the Service.
The Client has two (2) years from the discovery of the hidden defect to take legal action against Alphaguard.
It is up to the Client to provide proof by any means of the existence of the hidden defect and to present all necessary justifications in support of their claim.
The Client who wishes to implement the hidden defects warranty may alternatively:
Retain the Service and request a partial refund of the price from Alphaguard;
Return the Service to Alphaguard and request a full refund of the price as well as the costs incurred by the sale.
Intellectual Property
The Services are protected by intellectual property rights.
The provision of the Website does not entail any transfer of intellectual property rights to the Website or any of its elements, nor to the associated documentation, which remain the exclusive property of Alphaguard.
The entire Website, including its structure, graphics, object or source codes, and content (notably texts, videos, graphics, images, photographs, logos, buttons, software, audio files, and others, databases) is the property of Alphaguard or its respective owners and is protected by intellectual property rights, including copyright and trademark law.
The Website may not be used for commercial purposes unless expressly authorized in writing and in advance by Alphaguard. Unauthorized framing or the creation of links to any of the services is prohibited. Commercial advertisements and other forms of solicitation may be removed from the Client’s content without notice and may result in the termination of the Client Account.
Alphaguard reserves all rights to the Website not expressly granted to the Client under these General Conditions. Consequently, the Client is prohibited from using the Website for purposes other than those specified in these General Conditions, without the express prior agreement of Alphaguard.
Any distribution, reproduction, representation, or publication is not authorized outside of strictly personal use and on the condition of recognizing, by any possible means of identification and regardless of the distribution, reproduction, representation, and/or publication medium, Alphaguard’s and/or its partners’ property rights.
Subject to compliance with these General Conditions, Alphaguard grants the Client access and use of the Website exclusively for personal purposes.
The license thus granted to the Client is strictly personal, non-exclusive, limited, and revocable in case of non-compliance with these General Conditions. Alphaguard specifically draws the Client’s attention to the fact that no transfer of intellectual property rights is included in their use of the Website.
This is a limited, non-exclusive, non-transferable license that cannot be sublicensed, allowing the Client to download and install a copy of the Website on a mobile device or computer they own or control.
Except as otherwise specified below, it is strictly prohibited to perform or assist a third party in performing all or part of the following actions: (i) copy, store, reproduce, transmit, modify, alter, disassemble, imitate, decompile or disassemble the Website, including its Services and content in any way, or create derivative works from them; (ii) use all or part of the Website, Services, or their content to create a tool or software that can be used to create software applications of any kind; (iii) make available to the public in any way (transfer, lease, loan, distribution, reproduction, etc.), free of charge or for a fee, all or part of the Website, Services, or their content; (iv) alter all or part of the Website, Services, or their content or circumvent any technology used by Alphaguard or its licensors to protect all content accessible by the Website, Services; (v) circumvent security measures of the Website, Services, and access an unauthorized part or feature of the Website, Services; (vi) use the Website, Services in a way that violates this license agreement.
Any breach of the above may result in the Client’s liability, without prejudice to Alphaguard’s right to unilaterally terminate the Client’s Client Account.
Ownership and Risk
Retention of Title
By derogation from the provisions of Article 1583 of the French Civil Code, it is expressly agreed with the Client that the transfer of ownership of the delivered Services is suspended until full and effective payment of the price, principal, interest, taxes, and all ancillary costs.
In the event of non-payment of the price by the agreed due date, Alphaguard expressly reserves the right to consider the sale as canceled and to reclaim the said Services after sending a registered letter or a formal notice by bailiff that remains ineffective within thirty (30) days of their presentation.
As long as the Services do not belong to the Client, they are prohibited from disposing of them, particularly from pledging, exchanging, or transferring them as property for security purposes.
The Client therefore agrees to inform their clients, professional resellers, of the existence of the retention of title clause on the Services and of Alphaguard’s right to reclaim, in their hands, either the disputed Services or the price.
Notwithstanding the fact that the Client will not own the Services until effective payment, the transfer of risk for the Services to the Client will occur under the conditions set out below. The Client therefore agrees to take all necessary care in the custody and preservation of said goods.
The Client shall immediately notify Alphaguard by any means ensuring perfect communication of any event likely to compromise their ownership rights, particularly the initiation of safeguard, liquidation, or judicial recovery proceedings, seizure, or any other protective measure.
All costs incurred by Alphaguard related to the recovery of Services under retention of title or their price will be borne exclusively by the Client.
Risk
The Services shall be at the Client’s expense, risk, and peril from the time they are handed over to the carrier or picked up by the Client.
Force Majeure
The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described in these General Conditions, results from a force majeure event, as defined in Article 1218 of the French Civil Code. The Party observing the event must immediately inform the other Party of their inability to perform their obligation and justify it.
Alphaguard cannot be held liable to the Client for any lack of performance, unavailability, or failure of services, or for any failure or delay on its part in complying with these conditions, if this lack of performance, unavailability, or failure is due to a cause beyond its reasonable control.
Alphaguard disclaims any responsibility for the unavailability of Services due to force majeure, total or partial disruption, strikes, particularly in postal services, transportation, and/or communications.
Alphaguard’s Liability
Alphaguard’s liability towards the Client can only be engaged for facts that are directly attributable to it and that cause a prejudice directly linked to these facts.
Alphaguard cannot be held liable in case of non-compliance with legislation outside the territory indicated herein where the Services would be used.
Alphaguard reserves the right to modify the information contained on the Website at any time and without notice.
Alphaguard undertakes to describe the Services sold on the Website as completely and accurately as possible and to ensure the best possible conditions for updating this information. However, Alphaguard cannot guarantee the accuracy and completeness of this information.
Consequently, Alphaguard disclaims any responsibility for:
Any damage resulting from fraudulent intrusion by a third party that has led to a modification of the information provided;
Any inaccuracy, error, or omission concerning information on the Website;
Any direct or indirect damage, whatever the causes, origins, nature, or consequences, caused by anyone’s access to the Website or the inability to access it, the use of the Website, and/or the credibility granted to any information coming directly or indirectly from it.
Alphaguard guarantees to the Client that the Services offered for sale on the Website do not, to its knowledge, violate any third-party intellectual property rights. In any case, it will be up to the Client to notify Alphaguard, as soon as possible, of any action and/or formal notice they have received as a result of the use of the Services.
Subject to the application of public order provisions preventing any limitation of the Company’s liability, if the Company’s liability were to be engaged, it would be limited under the conditions defined below:
Alphaguard’s liability can only be engaged in case of proven fault or negligence and is limited to direct damage, to the exclusion of any indirect damage, of any nature whatsoever.
Under no circumstances will Alphaguard be liable for non-material damages, whether or not resulting from material damage, such as financial losses, including general expenses, loss of profit, business, contracts, income, customers, and production, as well as any damage related to the harm to the Client’s image.
Alphaguard’s liability cannot be sought for damages resulting from errors in documents or information provided by the Client.
Any damages that Alphaguard may be required to pay to the Client are subject to the recognition of Alphaguard’s liability as a result of a final court decision. In any event, the damages that may be due by Alphaguard are limited to the price of the Service(s).
This limitation of liability clause is expressly accepted by both Parties.
Client’s Commitments
The Client wishing to fully benefit from the Website and purchase Services must have full capacity and act for strictly professional purposes.
The Client agrees to use the Services in compliance with applicable regulations and not to misuse them in a manner contrary to good morals.
The Client agrees to pay the price under the conditions provided by these General Conditions.
The Client agrees to return the Services in new, unused, intact condition, carefully repackaged.
The Client also agrees to find a solution that allows them to fulfill their obligations despite the force majeure event defined in Article 15 above.
The Client declares that they are the legal owner or holder of intellectual property rights regarding all content provided and/or published on the Website.
The Client agrees that the content published by them on the Website is lawful, does not harm good morals, public order, and third-party rights, does not violate any legislative or regulatory provision, and more generally, is not likely to engage Alphaguard’s civil or criminal liability; Alphaguard will always have the right to seek full compensation from the Client for any damage Alphaguard may have suffered.
Duration of the Contract
This Contract takes effect upon its acceptance by the Client and is concluded until the delivery of the Services ordered by the Client, except for the provisions intended to continue beyond the contractual relationship between the Parties.
Termination of the Contract
Complaint
The Client can address their complaints by registered letter with acknowledgment of receipt to the following address: 25 Avenue de Mulhouse, Roissy-en-Brie, 77680, France; or by email to the contact email address provided on the Website.
Termination by the Client
The Client may terminate their Client Account or subscriptions (if applicable) at any time by accessing their Client Account settings on the Website, with at least forty-eight (48) hours’ notice before the end of the current period. Termination will be effective at the end of the current period.
Termination by Alphaguard
Alphaguard reserves the right to penalize any malicious behavior contrary to the Client’s commitments under these terms by canceling their order and deleting their Client Account.
Alphaguard reserves the right to suspend or terminate a Client’s account in case of fraud, breach of an obligation under these terms, including, but not limited to, the inability to debit the selected subscription amount at the agreed due date, unauthorized copying or downloading of audio or video content, or any violation of the limited license granted under their access to the Services, or unauthorized sharing of the Client’s account. In such a case, Alphaguard must justify its decision and offer the Client the opportunity to provide comments before deciding to suspend or terminate the Client Account. Alphaguard will not issue any refunds, and the amounts paid by the Client will be retained in full by Alphaguard.
Personal Data
For any information regarding the processing of the Client’s personal data by Alphaguard, the Client is invited to consult the Privacy Policy available on the Website.
Disputes and Applicable Law
The Parties agree to attempt to resolve any dispute amicably before resorting to judicial proceedings.
All disputes to which these General Conditions may give rise, concerning their validity, interpretation, execution, resolution, consequences, and effects, will be subject to the jurisdiction of the Court of Appeal of the Company’s registered office.
By express agreement between the Parties, these General Conditions and the purchase operations of the Services arising from them are governed by French law. They are written in the French language.
The Parties acknowledge that they are the authors of all written exchanges between the Parties and that these writings may be used as evidence by the other Party.
In the event that they are translated into one or more languages, only the French text will be authentic in case of dispute, and any translation will refer to the original French version.
Client’s Acceptance
These General Conditions are expressly agreed to and accepted without reservation by the Client, who declares and acknowledges having full knowledge of them, and therefore waives the right to invoke any contradictory document, including their own general purchasing conditions, which will be unenforceable against Alphaguard, even if Alphaguard had knowledge of them.
Miscellaneous Provisions
The partial or unique exercise of a right, failure to exercise, or delay in exercising a right, remedy, or power by either Party shall not constitute a waiver by that Party of the subsequent exercise of that right, power, or remedy under these General Conditions or otherwise by that Party.
If one or more clauses of these General Conditions are found to be invalid, illegal, or unenforceable by a competent court or authority, such clause(s) will be deemed not to be part of the General Conditions. This shall not affect the enforceability of the remaining clauses of the General Conditions or the validity, legality, and enforceability of the said clause in any other jurisdiction. The invalid provision will be replaced by a valid provision as close as possible to the economic purpose pursued by the Parties.
Any reference in these General Conditions to a provision of a law or an article shall be interpreted as referring to that provision as amended, codified, re-enacted, or extended at the time of such reference and under French law.
The Parties agree to always behave as loyal and good faith partners and to mutually inform each other of any difficulties they may encounter in executing these General Conditions. Loyalty and good faith are essential elements in the conclusion of these General Conditions.
The Parties agree, throughout the duration of the General Conditions and for a period of two (2) years after their expiration, to maintain strict confidentiality regarding all information, data, and documents of any kind received or obtained from one Party in the context of contractual relations.
