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Terms & Conditions

Last updated on 28 March 2025

1. FOREWORD

SalesCrew is a publisher of SaaS softwares among which is the Software, which allows to better manage the variable compensation of sales representatives. The Client has approached SalesCrew to benefit from the Software and the Services tailored to its needs.

2. DEFINITIONS

The following definitions are applicable to the entire Agreement:

  • "Account": refers to the personal account allowing any Administrator and any User to access the Software.
  • "Administrator": refers to any natural person who is an employee of the Client and/or any third party expressly authorized by the Client to manage the variable compensation of the Client's sales representatives.
  • "Agreement": refers to the contractual agreement between the Parties, consisting of the Purchase Order, the General Terms, the Annexes, the Data Processing Agreement, and any amendment thereto.
  • "Annexes": refers to Annexes 1 to 2.
  • "Client": refers to the legal entity identified in the Purchase Order that enters into the Agreement with SalesCrew.
  • "Client Content": refers to data, including personal data, information, texts, images, videos, and content in any format, provided by the Client, the Administrators, or the Users when installing and using the Software.
  • "Client Data": refers to the personal data of individuals associated with the Client collected by SalesCrew (representatives, employees, interns, service providers).
  • "Commitment Period": refers to the contractual period during which the Software and Services are provided for the term set forth in the Purchase Order.
  • "Data Processing Agreement": refers to the data protection agreement entered into between SalesCrew and the Client.
  • "Effective Date": refers to the date set forth in the Purchase Order as of which the Agreement becomes effective.
  • "First Commitment Period": refers to the first Commitment Period, beginning, unless otherwise stipulated, from the Effective Date.
  • "General Terms": refers to the present contractual terms binding the Client and SalesCrew.
  • "Implementation": refers to any service consisting in setting up the Software with the Client's existing software as well as any modification concerning the rules for calculating the commission plan indicated in the Software.
  • "Installation": refers to the process of integrating Client Content into the Software, setting up the associated Accounts, and any necessary adjustments or adaptations for the proper functioning of the Software and Services by the Client.
  • "Installation Period": refers to the duration of the Installation as specified in the Purchase Order, starting from the Effective Date.
  • "Offer": refers to the commercial offer subscribed by the Client as specified in the Purchase Order.
  • "Party": refers to, in the singular, individually, SalesCrew or Client, and in the plural, collectively, SalesCrew and Client.
  • "Purchase Order": refers to the specific terms agreed upon between the Client and SalesCrew.
  • "Personal Data Regulation" or "GDPR": refers to 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, as well as French Law No. 78-17 of 6 January 1978 (Loi relative à l’informatique, aux fichiers et aux libertés) in its latest version in force.
  • "SalesCrew": refers to the simplified joint-stock company (société par action simplifiée) SalesCrew, registered under the laws of France at the Evry Trade and Companies Register under number 885 069 039, with its head office located at 3 rue Jules Guesde, Ris-Orangis (91130).
  • "Services": refers to the services provided by SalesCrew as part of the Software, as specified in the Purchase Order.
  • "Software": refers to the Software named Qobra, accessible at https://app.qobra.co and published by SalesCrew.
  • "User": refers to any natural person who uses the Software as an employee or service provider of the Client.

Unless circumstances require otherwise, definitions in the singular include the plural and vice versa.

3. PURPOSE OF THE GENERAL TERMS

The purpose of the General Terms is to govern the contractual relationship between the Parties regarding the provision of the Software and the Services selected by the Client. The use of the Software by the Administrators and Users is governed by specific terms of use accessible at the following link: https://bit.ly/termsofuse-qobra.

SalesCrew retains full discretion over the technical and human resources to fulfill its undertakings under the General Terms. The Software and Services are standard and accessible remotely.

The Parties agree to collaborate in good faith and to use their best efforts to fulfill their respective obligations.  

4. CONTRACTUAL DOCUMENTS AND HIERARCHY

The Agreement consists of the Purchase Order, the General Terms, their Annexes, and the Data Processing Agreement. Should there be any contradiction between these documents, they will prevail on one another according to the following hierarchy: (1) the Data Processing Agreement, (2) the Purchase Order, (3) the Annexes, and (4) the General Terms.

If the Parties wish to include other documents within the scope of the Agreement, they must agree in writing and specify their articulation with the existing documents.

5. PAYMENTS AND INVOICES

5.1 Installation Fees

Installation Fees are specified in the Purchase Order. The Installation Fees are invoiced in one lump sum on the Effective Date.

5.2 Subscription Price

Except in the case of Promotional Offers, discounts, or other price changes agreed between the Parties, the Subscription Price is that in effect on the first day of the Commitment Period.

The Subscription Price includes access to the Software and Services according to the initial number of Accounts and the Commitment Period chosen. The Purchase Order specifies the Subscription Price as well as the terms and frequency of the invoices of it. The Subscription Price does not include telecommunications and internet access costs necessary to use the Software and Services ; such costs are borne solely by the Client.

The Client acknowledges that the Subscription Price may increase or decrease during a Commitment Period depending on the following variables: (i) subscription to or cancellation of new services, modules, or options (except free options), (ii) increase in the number of Accounts, (iii) modification of the Unit Price at SalesCrew's discretion, (iv) frustration (imprévision) as defined in Article 1195 of the French Civil Code.

5.3 Added Accounts

The Client may add Users during the Commitment Period directly within the Software.

When the number of added Accounts exceeds the initial number of Accounts provided at the beginning of the Commitment Period, the Client agrees to pay the Unit Price for each added Account, prorated for the remaining Commitment Period. An Account added during a calendar month will be due for the entirety of that calendar month, even if the Account is added just a few days before the end of the month.

The Client acknowledges and agrees that it is not possible to reduce the number of Accounts during the same Commitment Period, nor is it possible to reduce the Subscription Price if some Accounts are not used during the Commitment Period. However, at the end of each Commitment Period, the Client will have the option to notify its intention to reduce the number of Accounts by writing at least thirty (30) days prior to the automatic renewal of the Agreement to billing@qobra.co. In the absence of such notification, the Subscription Price for the next Commitment Period will be based on the total number of Accounts invoiced at the end of the previous Commitment Period.

5.4 Invoices

SalesCrew invoices the Subscription Price according to the frequency chosen in the Purchase Order and invoices the added Accounts during the Commitment Period on a quarterly basis.

The Client agrees to pay SalesCrew the total amount stated on the invoice within the timeframe specified in the Purchase Order or, in the absence of such specification, upon receipt of the invoice.

In the event of non-payment of an invoice by its due date, any amount owed by the defaulting Party will accrue interest at a rate equal to three (3) times the legal interest rate, starting from the first business day of delay. These penalties will be increased by a flat recovery fee of forty (40) euros per unpaid debt, unless justified by legitimate reasons (e.g., a dispute regarding the amount or the principle of an invoice).

5.5 Promotional Offers

SalesCrew may offer Promotional Offers or discounts that are subject to purchase orders. Unless otherwise stated in these offers, each Promotional Offer entitles the Client to a credit, price reduction, or benefit and:

  • Can only be used once (1) per Client
  • Cannot be combined with other Promotional Offers or discounts
  • Is valid for a limited time
  • Cannot be negotiated, exchanged for cash, or converted into cash.

In the event of fraudulent, illegal, or non-compliant use of the Promotional Offer in relation to the Purchase Order, SalesCrew may refuse or reduce the benefit associated with the Promotional Offer and deduct any amounts owed by the Client as a result.

In consideration of the Promotional Offer, the Client may agree to provide Testimonial(s) to SalesCrew as specified in the Purchase Order. When the Testimonial takes the form of a statement, the Client agrees to allow the reproduction and representation of the statement for advertising and promotional purposes related to the Software and Services provided by SalesCrew. The Client guarantees that it has all necessary rights to do so (including having obtained permission from its employee or representative and holding the intellectual property rights required for the use of the Testimonial).

6. UNDERTAKINGS OF SALESCREW

The Client acknowledges and agrees that the operation and use of the Software and Services may be imperfect due to technical adjustments during the Installation Period. SalesCrew can only commit to the full availability of the Software and the Services under the conditions described below as of the end of the Installation Period. It is specified that the provisions of Annex 1 are applicable from the start of the Installation.

6.1 Installation of the Software

SalesCrew undertakes to install the Software as of the Effective Date and to use its best efforts to complete this Installation within the duration of the Installation Period agreed upon by the Parties.

The Client acknowledges and agrees that, unless otherwise specified in the Purchase Order, the Installation Period has no effect on the duration of the Commitment Period.

The Client acknowledges that the Installation Period depends on its availability, responsiveness, and cooperation. The Client undertakes to provide all necessary assistance, information, and resources that SalesCrew may need to facilitate the Installation. In this regard, the Client acknowledges that the Installation Period is given as an indication. In the event of a delay of less than thirty (30) days or a delay attributable to the Client in the Installation, the Client acknowledges that SalesCrew shall not be held liable if SalesCrew promptly notifies the Client of this delay and communicates the additional time required to complete the Installation of the Software.

At the end of the Installation, SalesCrew will notify the Client in writing and by any means. In the absence of any dispute regarding the functioning of the Software within seven (7) business days from the written notification, it will be deemed that the Client tacitly acknowledges the end of the Installation Period. In the event of a dispute concerning the effective functioning of the Software accepted and acknowledged by SalesCrew, the Installation Period will be extended by mutual agreement between the Parties.

At the end of the Installation Period, the Software will be effectively made available to the Client according to the details specified in the Purchase Order and according to the chosen Offer. The Client acknowledges and agrees that full use of the Software and Services will not be possible until the end of the Installation Period.

6.2 Provision of the Software and Services

SalesCrew undertakes to provide the Software and Services according to the specifications described in the Purchase Order and according to the chosen Offer, and in accordance with the terms of the license set forth in Annex 1.

6.3 Availability

SalesCrew strives to ensure that the Software is available seven (7) days a week, twenty four (24) hours a day, subject to test phases, installation, outages, repairs, or maintenance phases.

The Client acknowledges and agrees that slowdowns, disruptions, or interruptions in access to the Software (and consequently, the Services) may result from technical issues related to the internet, telecommunications networks, and the innovative nature of the Software. The Client also acknowledges and agrees that access to the Software may be temporarily interrupted due to maintenance and update operations. As a result, SalesCrew cannot guarantee stable and permanent availability of the Software.

Furthermore, the Client is solely responsible for the effectiveness of its internet connection and the browsers it uses. Consequently, SalesCrew cannot guarantee optimal or permanent availability of the Software and Services. SalesCrew shall not be held liable for difficulties in accessing the Software and Services due to internet network disruptions, browser updates, or any changes or failures of third-party tools enabling access, connection, or use of the Software and Services, which the Client acknowledges.

In the event that the browsers recommended by SalesCrew evolve and lead to the limitation of certain functionalities of the Software, SalesCrew reserves the right to suggest a workaround solution and/or the use of another operating system while awaiting the release of a new version or update of the Software and/or a correction of the relevant browser or operating system.

6.4 Maintenance

SalesCrew undertakes to provide maintenance for the Software and Services, and to use its best efforts, under an obligation of means, to resolve any incidents that may affect them. Access to the Software and Services may be temporarily interrupted for reasons of necessity related to the operation of the Software and Services, as well as for maintenance operations.

The Client will be informed of maintenance operations by email to the contact address specified in the Purchase Order at least forty-eight (48) hours in advance. SalesCrew undertakes to carry out its maintenance activities that result in an interruption of the Software and/or Services outside the following days and hours: Monday to Friday, excluding French public holidays, from 9:30 AM to 5:30 PM.

In the event of a security breach identified by SalesCrew that could seriously compromise the security of the Software, Services, and Client Content, SalesCrew may temporarly interrupt, without prior notice, the Software and Services in order to remedy the security breach as quickly as possible. In this case, the Client cannot claim any compensation or hold SalesCrew liable for any reason.

6.5 Assistance

Requests for assistance relating to the Software and Services are to be submitted by the Client to SalesCrew in accordance with the provisions set forth in Annex 2. Support requests must be made from Monday to Friday, excluding French public holidays, between 9:30 AM and 5:30 PM.

SalesCrew will send an acknowledgment of receipt to the Client and undertakes to resolve any incidents that may affect the proper functioning of the Software and Services in accordance with the SLA in Annex 2.

The following requests are specifically excluded from assistance:

  • Requests relating to the day-to-day administration of Accounts, in particular updating the Client's CRM, integration of Client Content outside of Installation, and malfunctions attributable to the Client.
  • Requests beyond the scope of SalesCrew's competences (i.e., not directly related to functionalities, configurations, or bugs caused by the Software) and/or requests that contravene applicable law and/or fall outside the scope of the Agreement.

7. UNDERTAKINGS OF THE CLIENT

7.1 Payment of the agreed sums

In return for access to the Software and Services, the Client undertakes to pay the Installation Fees and the Subscription Price as of the Effective Date, as well as any other amounts agreed upon by the Parties.

7.2 Fair and lawful use

The Client expressly agrees to:

  • Not harm, directly or indirectly, the reputation or image of SalesCrew
  • Obtain all necessary legal or contractual authorizations to use the Client Content within the Software and Services
  • Comply with the terms of the license set forth in Annex 1
  • Use the Software and Services solely within the scope of its professional activities and not for unlawful purposes or under conditions not provided for in the Agreement, and more generally, not to disrupt the proper functioning of the Software and/or Services
  • Not to cause bugs or malfunctions of the Software in particular by uploading Client Content containing viruses or programs that could lead to the destruction of data or the introduction of bugs of any kind.
  • Communicate to SalesCrew any information necessary for the performance of the Services and the operation of the Software, in particular report any bugs in writing to SalesCrew's Client service.
  • Provide SalesCrew with all Client Content requested by SalesCrew during the Installation Period in accordance with the deadlines agreed upon by the Parties, and ensure the accuracy, completeness, and integrity of the Client Content throughout the duration of the Agreement.
  • Ensure that Administrators and Users maintain the security of their Account, including by changing passwords at regular intervals and by using a personal, confidential, and secure password avoiding easily identifiable combinations.
  • Appoint a primary point of contact to coordinate with SalesCrew and deploy appropriate skilled staff to ensure the fulfillment of its undertakings.
  • Take into account SalesCrew's advices to optimize the use of the Software and Services, including implementing any updates to the Software or browsers and any tools enabling access to or use of the Software.
  • Not to take advantage of the Agreement and the technologies made at its disposal to compete, directly or indirectly, with SalesCrew.

In general, the Client undertakes not to use the Software for any purpose other than that stipulated in the Agreement which would, in particular but not limited to, have the effect of harming SalesCrew or its image, causing damage to SalesCrew, disrupting the functioning of the Software or the Services, or competing, directly or indirectly, with SalesCrew.

7.3 Compliance with the Agreement

The Client undertakes to comply with all terms of the Agreement and guarantees the compliance and proper performance of the Agreement and any other documents governing the use of the Software by the Administrators and Users under an obligation of result (as provided under the notion of porte-fort under French law). In particular, the Client guarantees the compliance and proper performance by the Administrators and Users of the license set forth in Annex 1.

The Client acknowledges and agrees that it is solely liable for the use made of the Software and Services by the Administrators and Users. In this regard, the Client undertakes to bear all consequences arising from their use.

8. GUARANTEES

8.1 SalesCrew Insurance and Guarantees

SalesCrew guarantees that it holds all rights and authorisations enabling it to enter into the Agreement, and in particular (i) that it holds all the intellectual property rights over the Software, and (ii) that it holds all the rights enabling the Client to use the Software.

In this respect, SalesCrew guarantees the Client against any action, claim, demand, or opposition from any natural person claiming an intellectual property right that the use of the Software may have infringed. In such cases, the Client must inform SalesCrew within fifteen (15) calendar days starting from the date the Client had knowledge of the claim and must communicate all the documents supporting it.

SalesCrew agrees to bear the financial burden of any damages that the Client may be ordered to pay by a final court decision (no appeal possible) based exclusively on the infringement of an intellectual property right related solely to the Software, excluding any legal fees incurred by the Client for its defense.

However, this guarantee is applicable only if (i) the existence of the claim and the supporting documents are notified in writing to SalesCrew within fifteen (15) days starting from the date when the Client had knowledge of the claim, and (ii) the action brought by the third party against the Client does not originate from an act of the Client, the Administrator or the Users, nor from a breach of the license set forth in Annex 1, nor from any other documents governing the use of the Software, or from the Client Content integrated into the Software.

Finally, SalesCrew undertakes to take out and maintain a professional liability insurance policy that covers all damages that may arise during the performance of the Agreement.

8.2 Guarantees of the Client

The Client is and remains the owner of all Client Content. The Client grants SalesCrew a non-exclusive right, worldwide and for the entire duration of the Agreement, to host, use, and process the Client Content in order to provide the Software and Services.

The Client guarantees that it holds all rights and authorizations necessary to exploit the Client Content.

In this respect, the Client guarantees SalesCrew against any action, claim, demand, or opposition from an Administrator, User, and/or any third party that may be based, directly or indirectly, on a breach of any applicable rules related to the Client Content, including (i) a personal right or a right related to personal data, (ii) an intellectual property right, (iii) the rules applicable to the Client's relationships with any Administrator and/or User.

The Client acknowledges that SalesCrew, as a technical and digital service provider, is not responsible for the accuracy, integrity, quality, legality, reliability, and appropriateness of the Client Content.

The Client agrees to bear the financial burden of handling any claims made by a third party against SalesClew in connection with the Client Content, regardless of the legal grounds for such claims. This guarantee covers any amounts that SalesCrew may be liable for at the pre-litigation stage (amount paid in the context of an amicable settlement of disputes) or litigation stage (any amount paid in the context of a court decision, whether final or not), without prejudice to any damages that SalesCrew may claim.

In the event of a claim or action for infringement or allegation brought against SalesCrew, its beneficiaries, distributors, licensees, clients, or users of the Software relating to the Client Content, SalesCrew will inform the Client within thirty (30) days. Upon SalesCrew’s request, the Client undertakes to act on its behalf to defend the rights of SalesCrew, its beneficiaries, distributors, licensees, clients, and users of the Software, and to bear all costs (including legal fees and expenses) necessary to conduct the action, as well as any damages awarded to the third party.

9. LIABILITY

9.1 Liability of SalesCrew

The Parties agree that SalesCrew's role is that of a technical and digital service provider, and thus its liability is strictly limited to the provision of the technological services specified in the Agreement.

In particular, it is expressly agreed between the Parties that:

  • The Services and the Software are provided "as is", and SalesCrew offers no guarantees regarding their compatibility with the Client's systems, the manner in which they will be used by the Administrators or Users, and, more generally, that access, use, and operation of the Services or the Software will not be interrupted, blocked, or error-prone.
  • SalesCrew cannot be held liable for difficulties in accessing and using the Software due to factors beyond its control, such as internet network disruptions, the Client's behavior, or operational difficulties of the Client's systems.
  • SalesCrew has no obligation to advise the Client regarding the choices made during the use of the Software.
  • SalesCrew has no liability whatsoever as to the source, processing, and use of the Client Content, which are under the Client’s sole responsibility.
  • SalesCrew is not liable for any accidental or intentional destruction of all or part of the Software and/or Client Content by the Client, any Administrator, any User, or a third party who accessed the Software without authorization.

SalesCrew may only be obliged to the reparation of direct and foreseeable damages caused by a breach related to the access to the Software or Services. Consequently, SalesCrew shall not, under any circumstances, be liable for any other losses and damages suffered by the Client, in particular indirect damages (indirect damages include, but are not limited to, loss of earnings or profits, commercial damages, consequences of complaints, actions, or claims from third parties against the Client, even if SalesCrew has been informed of their occurrence, with the exception of guarantees expressly granted by SalesCrew under the Agreement).

In any case, if SalesCrew's liability is established for any reason and under any legal basis invoked or retained, for all damages combined or cumulated, SalesCrew's liability shall be expressly limited and shall not exceed the total amount paid by the Client to SalesCrew in the twelve (12) months preceding the claim.

If less than one year of the Agreement has elapsed, the total amount considered for calculating the cap will be based on the duration since the Effective Date (for example, if nine (9) months have elapsed since the Effective Date, SalesCrew's liability will be expressly limited and shall not exceed the total amount paid by the Client during the first nine (9) months of the Agreement).

9.2 Liability of the Client

The Client is exclusively liable for any direct or indirect damages caused by its use, or that of the Administrators or Users, of the Software and Services, including damages to its information systems, loss of data, security breaches, non-compliance with data protection regulations, and non-compliance with rules applicable to the Client's relationships with any Administrator and/or User.

The Client acknowledges and agrees that it is solely liable for all damages, direct or indirect, caused by the Administrators or Users, with no possibility of invoking their liability in the event of a damage suffered by SalesCrew or a third party. The Client is therefore liable for any damage caused by an Administrator or User,  to the express exclusion of cases where SalesCrew is liable as listed in article 9.1.

10. DURATION, SUSPENSION, AND TERMINATION

10.1 Duration of the Agreement

The Agreement starts on the date and for the duration specified in the Purchase Order.

10.2 Suspension

Upon simple notification by email, SalesCrew may unilaterally suspend, partially or totally, access to the Software temporarily in the following cases:

  • The Client, an Administrator, or a User fails to comply with several undertakings set forth in the Agreement;
  • The Client has used the Software in a manner that places an excessive load on SalesCrew's computer systems;
  • In the event of an incident or non-payment of amounts owed by the Client to SalesCrew;
  • In the event of a security breach or fraud.

Access may be restored once the cause of the suspension has ceased, it being specified that any suspension of the Agreement has no effect on the duration of the Agreement and the Commitment Period.

10.3 Termination of the Agreement

In the event of a serious breach by one Party of one of its contractual undertakings, the other Party may terminate the Agreement by sending a registered letter with acknowledgment of receipt detailing the alleged breach. The termination will be effective upon receipt of the letter by the receiving Party, subject to a notice period of fifteen (15) days.

The Parties agree that the following actions, though not exclusively, constitute a serious breach of the Agreement:

  • For the Client: failure to pay the agreed sums, irregularities or fraud in the use of the Software or Services, non-compliance with the guarantee referred to in Article 8.2, and non-compliance with the terms of the Annexes.
  • For SalesCrew: failure to ensure access to the Software and Services for a significant period, repeated malfunctions of the Software, and non-compliance with the guarantee referred to in Article 8.1.

Each Party remains bound to fulfill all of its undertakings under the Agreement during the period between the notification of termination and the effective date of termination of the Agreement. The termination of the Agreement results in the termination of the license granted under Annex 1, as well as the access to the Software and leads to the restitution of Client Content in accordance with Article 16 and Annex 2.

11. AMENDMENTS TO THE AGREEMENT

11.1 Evolution of the Software and Services

SalesCrew reserves the right to freely make the Software and the Services evolve, particularly for legal or technological reasons at its sole discretion, and to create new features or enhance existing ones. The Parties agree that any modification that does not affect the essential characteristics of the Agreement - included but not limited to updates for security reasons, visual modification in the presentation of the user interface or modification advantageous to the Client of the Software or the Services (understood notably as any new functionalities of the Software that do not affect the old ones) - is automatically enforceable against the Client without prior notice.

11.2 Evolution of the General Terms

SalesCrew reserves the right to modify the General Terms, particularly for legal reasons, at its sole discretion.

SalesCrew will inform the Client in writing of any significant changes to the General Terms at least forty five (45) days before the renewal of the Agreement.

Unless required by legal, regulatory obligations, or unforeseen or imminent danger, significant changes will not be applicable until the expiration of the current Commitment Period. The Client may terminate the General Terms at the end of the Commitment Period according to the terms specified in the Purchase Order. In the absence of termination, the Client acknowledges to be bound by the modification from the start of the following Commitment Period.

11.3 Evolution of the Number of Accounts

During the course of a Commitment Period, the Client may add Accounts directly within the Software. The Client acknowledges and understands that any increase in the number of Accounts within the Software is deemed contractually binding.

If the increase in the number of Accounts does not lead to a specific maintenance or modification of the Software, SalesCrew undertakes to allow without delay the creation of additional Accounts for the additional Users.

If the increase of the number of Accounts leads to a specific maintenance or modification of the Software, SalesCrew commits to indicate in writing to the Client the delay in which the maintenance or modification will be done. This period cannot be longer than ten (10) days.

Any addition in the number of Accounts compared to the initial number of Accounts at the beginning of the Commitment Period will lead to an invoice of the Unit Price multiplied by the number of Accounts added and prorated according to the remaining Commitment Period as described in Article 5.3.  

12. NON-DISCLOSURE

Each Party undertakes not to disclose to third parties any confidential information exchanged or obtained in the context of the Agreement and/or necessary to the performance of the Agreement, for the entire course of the Agreement and for a period of five (5) years starting from the end of the Agreement.

Each Party undertakes to regard and to treat as confidential all information communicated by the other Party in the course of the Agreement. In particular, non-public information associated to (i) the access and the use of the Software and of the Services, (ii) the price of access to the Software and Services, (iii) personal data contained in the Client Content and (iv) the functioning and the functionalities of SalesCrew’s processes, techniques and know-how are part of confidential information, the confidentiality of which must be preserved by the Parties.

Information that is considered confidential must remain confidential between the Parties, unless disclosure is required (i) to assert their rights in justice, notably – but not exclusively – in the event of non-performance of the Agreement by one of the Parties, (ii) by a court decision or (iii) to reply to the request of a tax or custom administration, a social security contribution collection administration, an auditor or a certified public accountant.

In the event where one Party is required to disclose confidential information, such Party must imperatively notice the other Party beforehand, without undue delay, and by any means (unless the requests concern a tax or custom administration, an auditor or a certified public accountant or if the information is strictly communicated to an employee, agent or authorized beneficiary that is bound by the same level of confidentiality).

13. PERSONAL DATA

13.1 Client Data

The personal data of the Client's representatives, employees or service providers that may be collected by SalesCrew and for which SalesCrew is the data controller are processed in accordance with SalesCrew's privacy policy relating to the use of the Software and accessible at the following address: https://bit.ly/privacypolicy-qobra.

13.2 Client Content

The Parties agree that the Client is, within the meaning of the Personal Data Regulation, data controller of the personal data contained in the Client Content and that SalesCrew acts as a data processor.

The personal data contained in the Client Content is processed in accordance with the Data Processing Agreement established between SalesCrew and the Client, accessible at the following link: https://bit.ly/qobra-dpa-en.

14. NON-SOLLICITATION OF PERSONNEL

Client agrees not to seek to hire, directly or indirectly, any SalesCrew staff involved or intented to be involved in the performance of the Agreement. This prohibition shall apply throughout the duration of the Agreement and for twelve (12) months following the end of the Agreement. In the event of non-compliance, the Client shall owe SalesCrew a lump-sum compensation equal to the gross salaries actually received during the twelve (12) months preceding the departure of the person requested, upon presentation of an invoice and a registered letter with acknowledgement of receipt detailing the event giving rise to the compensation.

15. DATA ANALYSIS

Client agrees that SalesCrew, in order to create statistical analyses and conduct research for development purposes, may (i) compile statistical data and other information related to the performance, operation and use of the Software and Services, and (ii) use data from the Services in an aggregated form for the security and management of the overall Software and Services and the development of its operations.

SalesCrew may make such analyses public, provided that SalesCrew does not incorporate any Client Content nor personal data nor confidential information in a form that could be used to identify the Client, Administrators, or Users, or any other natural person. The Client agrees to the publication of the analyses and acknowledges that SalesCrew will retain all intellectual property rights on these analyses.

16. REVERSIBILITY

If the Agreement is terminated or reaches its term, SalesCrew and the Client mutually undertake to allocate the necessary resources to carry out reversibility operations as soon as possible if such a request is made by the Client in writing within thirty (30) calendar days from the end of the Agreement or from its transfer for any reason.

Reversibility operations will include, in particular, the return by SalesCrew of all Client Content resulting from the use of the Services, whether archived or not. SalesCrew will retrieve and send the Client all the information necessary for the implementation of the reversibility. The restitution can be done by downloading or, if the volume is too important, by sending an external support.

The Parties agrees that the cost of the reversibility operations is not included in the Subscription Price stipulated in the Purchase Order and that this retrieval service will be the subject of a separate estimate before starting the operations, and its costs will be fixed and invoiced by SalesCrew to the Client at the end of the reversibility operations.

The practical terms of the reversibility operations will be determined jointly by the Parties.

In the absence of a reversibility request within a period of sixty (60) days from the end of the Agreement or its transfer for any reason whatsoever, the Client Content will be definitively deleted and unusable, except in the case of specific legal obligations requiring the conservation of this data.

17. MISCELLANEOUS

17.1 Force majeure

The Parties cannot be held liable for a breach of one of their contractual obligations which may result from the occurrence of a force majeure event.

Upon the occurrence of a force majeure event, performance of the Agreement and the delays required for the performance of the obligations will be suspended for the duration of the force majeure. If the duration of force majeure is superior to thirty (30) consecutive days and prevents the performance of an essential obligation of this Agreement, each Party has the right to terminate the Agreement at any time, by sending a letter with acknowledgment of receipt to the other Party, without prior notice and with no compensation being payable by or to either Party.

The Party seeking to rely on force majeure must inform the other Party as soon as possible by way of a letter with acknowledgment of receipt. The letter must contain a brief description of the event presenting the characteristics of force majeure as well as an estimation of its duration and inform the other Party of the predictable consequences of the force majeure on the performance of the Agreement.

17.2 Entire Agreement

The Parties acknowledge that the Agreement constitutes the entire agreement between them and that it replaces and supersedes any prior agreement, discussions or negotiations regarding the provision of the Software and Services to the Client.

17.3 Severability

If any provision of this Agreement is held invalid or void by a modification of legislation, regulation or by a court decision, the remainder of this Agreement will not be affected thereby as well as the duty to comply with the Agreement.

17.4 Testimonials

In the event that this is requested and agreed upon between the Parties in the Purchase Order, the Client expressly authorizes SalesCrew to use its trade name, corporate name, brand, and logo in its commercial and promotional documents to indicate the existence of a business relationship between the Parties, without prejudice to the non-disclosure obligations to which the Parties are subject under the General Terms.

17.5 Assignment of the Agreement

The Client may not assign or transfer the Agreement to third parties without the prior written consent of SalesCrew.

In the event of (i) a merger by formation of a new company, contribution, partial contribution of assets, merger by acquisition, asset spin-off, or any other operation entailing a universal transfer of SalesCrew’s assets or (ii) any operation entailing a direct or indirect change of control affecting SalesCrew, the contractual relations will persist without it being necessary to inform or obtain the consent of the Client.

17.6 Non-renunciation

The failure of either Party to demand strict performance of any of the terms of the Agreement, permanently or temporarily, may not be understood as a renunciation of the right to assert any of such terms.

17.7 Communication between the Parties

Any letter or correspondence to be sent under the Agreement must use the contact details of the Parties provided in the Purchase Order. Failing this, the relevant step or procedure will not be considered to have been carried out and/or the contractually agreed deadline or period will not begin to run.

Any change in the contact details of a Party must be notified by written notice to the other Party.

18. CHOICE OF LAW AND COMPETENT COURTS

The Agreement is governed by and interpreted according to French laws.

Any conflict or dispute related to the validity, the interpretation, performance, and/or termination of the Agreement must be submitted to the exclusive jurisdiction of the Commercial Court of Paris.

Annex 1: Licence to use the Software

1. PURPOSE OF THE ANNEX

This Annex defines the terms and conditions under which SalesCrew grants the Client, who accepts, a license to use the Software.

2. SCOPE OF THE LICENCE

SalesCrew grants a strictly personal, non-exclusive, non-assignable and non-transferable right to use the Software. The licence is granted as of the Effective Date, for the entire Agreement period, worldwide and for the number of Accounts agreed between the Parties – being specified that the number of Users and Administrators may be changed within the Software.

3. PURPOSE OF THE LICENSE AND LICENSED RIGHTS

The licence is granted for the sole use of the Software by the Client and the Administrators, for the sole needs and interests of the Client and for the sole purpose of developing the Client's business, which includes making the Software available to Users.

All rights which are not expressly granted by the Agreement remain SalesCrews’property, are not part of the rights granted and therefore are for SalesCrew’exclusive use.

4. RESTRICTIONS

Without prior written authorisation from SalesCrew, the Client shall not – and shall not authorise an Administrator, a User, or a third party to:

  • allow a third party who has not been expressly and previously authorized to access or use the Software, in return for payment or free of charge.
  • allow an Administrator, a User or a third party to access or use the Software without having first created a personal Account or to use an Account other than his/her own;
  • translate, modify, adapt, copy, reproduce or transcode the Software, or any other element, function or graphic of the Software and/or merge all or part of the Software in other computer programs except if provided by the applicable laws and regulations;
  • sublicence, lend, rent, distribute, commercialise, transfer, sell, resell or assign the Software in any manner;
  • develop a product or a service competing with the Software or develop any functionality of the Software;
  • proceed to reverse engineering, decompile, disassemble, identify the source code, combine the source code with other software or circumvent one of the Software’s mechanisms or seek to reconstruct or discover the source code of the Software, except if provided by the applicable laws and regulations;
  • conceive a derivative work based on the Software.

Annex 2: SLA

1. DEFINITIONS

The following definitions apply to the entire SLA:

  • "External Events": refers to any (i) situation beyond SalesCrew's reasonable control (including, without limitation, any event of force majeure, Internet access or telecommunications network problem or arising from the innovative nature of the Services) and (ii) situation resulting from the Client (or its equipment, including technology) or a third party (or its equipment, including technology).
  • "Incident": refers to any major technical problem having an impact on more than 20% of the support requests, excluding Maintenance Operations and External Events.
  • "Maintenance Operation": refers to any maintenance operation performed by SalesCrew in accordance with the provisions of article 6.4 of the General Terms.
  • "Month": refers to a calendar month.

Unless otherwise required by the context, definitions in the singular include the plural, and vice versa.

2. AVAILABILITY

SalesCrew undertakes to maintain 99% availability rate of the Software starting from the end of the Installation Period. This availability refers to the accessibility of the Software for Users and Administrators.

Availability rate does not include interruptions or malfunctions caused by the Client, nor those related to Maintenance Operations or External Events.

3. INCIDENT RESOLUTION

The Parties agree that the following procedures are applicable to the management of Incidents:

Priority: Critical

Incident Definition: Causes the Software to become inoperable or result in a total failure. Critical Priority malfunctions include, but are not limited to, the unavailability of the connection to the Software and the inability to validate and/or send commissions in pay

Resolution time: 24 hours

Priority: High

Incident Definition: A functionality of the Software is unavailable but does not prevent activity/use of the major functions of the Software as described in Critical Priority above.

Resolution time: 48 hours

Priority: Standard

Incident Definition: Software functionality is impaired but does not prevent normal activity/use.

Resolution time: 5 days

Priority: Low

Incident Definition: Request for information on the use of a feature.

Resolution time: 48 hours

Any Incident must be reported to SalesCrew by the Client by email at support@qobra.co or on Intercom if the Client has access to this tool, with sufficient accuracy to identify the Incident. Any request outside of these means of communication may be declared null and void. Support requests for assistance are accepted from Monday to Friday, excluding French public holidays, from 9:30 am to 5:30 pm.

In response to its notification, the Client will receive a time-stamped acknowledgement of receipt without delay. The time stamp is made in French time.

While waiting for a definitive solution, SalesCrew can propose a workaround to the Client.

Vendors may be used by SalesCrew for the partial execution of the Software's features. As a result, vendors issues or failures may impact portions of the Software. When a support issue has been diagnosed coming from a vendor, SalesCrew is committed to providing its best efforts to work with the vendor to resolve the issue. However, because service and support levels may vary from vendor to vendor, the resolution time of these incidents is beyond SalesCrew's immediate control.

4. PENALTY

If SalesCrew is unable to meet the support undertakings described above, the Client will receive the following price reduction applicable to the first invoice following the Incident that triggered the penalty.

Severity Level: 1° Critical Priority

Error State Description: Makes the Software inoperative or causes a total failure.

Resolved (max.): 24 hours

Penalty: 1% of M per hour of delay

Severity Level: 2° High Priority

Error State Description: A feature of the Software is unavailable but does not prevent activity/use of major features of the Software.

Penalty: 48 hours

Penalty: 0.5% of M per hour of delay

M = 1 (Month) of Subscription Price applicable for the month during which the commitment could not be met (this means the Subscription Price defined in the Purchase Order divided by 12).

In no event shall the amount of the penalty exceed 90% of M.