Terms of Sale

These terms of sale (the “Sales Terms”) govern the subscription to and the performance of the paid Cinelude offers, entered into between Entresonge, a simplified joint-stock company with a single shareholder (SASU) with share capital of €5,000, registered with the Évry Trade and Companies Register under no. 108 107 970, whose registered office is at 58 allée de la Pièce du Lavoir, 91190 Gif-sur-Yvette, France, and the Customer.

The offers are intended for businesses: individuals or legal entities acting for the purposes of their commercial, craft, professional practice or content creation activity. Anyone who wishes to subscribe as a consumer says so before placing any order; the information and the rights specific to consumers are then provided to them in writing before they commit.

The Sales Terms prevail over the Customer’s purchasing terms, unless Entresonge accepts a written departure from them. Use of the application is also governed by the terms of use (the “Terms of Use”).

• Application or Service: the Cinelude service available at app.cinelude.com, together with its desktop and mobile applications where these are provided.
• Customer: the business customer that subscribes to an offer from Entresonge.
• User: any person who accesses the Application with an account opened for the Customer, including a member of its team or an invited person.
• Proposal: the quotation or the order form issued by Entresonge, which states the selected offer, its scope, its price and its specific conditions.
• Contract: the accepted Proposal, these Sales Terms and the Terms of Use. In the event of a contradiction, the Proposal prevails over the Sales Terms, which prevail over the Terms of Use.
• Customer Content: the texts, files, media, notes, settings and other items that the Customer and its Users upload or create in the Application.

Cinelude is offered in two forms:

• The subscription: a single subscription that gives access to all the features of the Application open to subscribers, with no tier and no option. Its pricing conditions are provided on request.
• Studio: the offer intended for companies and teams, based on a quotation. Depending on the quotation, it may include additional accounts, several markets or languages followed, specific hosting and backup arrangements, or support with getting started.

The descriptions on the cinelude.com site are provided for information. The exact scope of the offer subscribed to, in particular the number of accounts, is the one set out in the accepted Proposal.

The site allows neither subscription nor payment online. The prospective Customer submits its request through the contact form or to [email protected]. Access is opened in small waves: Entresonge reviews each request and remains free to follow it up or not. Sending a request is free of charge and does not bind its author.

Where it follows a request up, Entresonge sends a Proposal stating the offer, its scope, the number of accounts, the price excluding tax and the applicable taxes, the term, the start date, and the invoicing and payment arrangements. It states how long it remains valid.

The Contract is formed when the Customer accepts the Proposal in writing, by signature or by express acceptance sent by email, while the Proposal remains valid. That acceptance also constitutes acceptance of the Sales Terms and of the Terms of Use in force on its date, which the Customer acknowledges having read.

No price is displayed on the site. The applicable price is the one set out in the accepted Proposal. It is stated in euros and excluding tax; value added tax at the rate in force is added to it.

Entresonge may change the price of a subscription when it renews. It informs the Customer in writing at least thirty days before the effective date. A Customer who refuses the change may terminate the subscription before that date, free of charge; failing that, the new price applies from the following period.

Unless the Proposal states otherwise, the subscription is invoiced at the beginning of each period. Invoices are issued electronically and sent to the email address given by the Customer.

They are payable by bank transfer, or by any other means stated on the invoice, on the due date shown on it and no later than thirty days after its date of issue. No discount is granted for early payment.

Any sum left unpaid on its due date automatically bears late payment interest, from the following day and without prior reminder, calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten percentage points. The business Customer also owes the fixed indemnity of forty euros for recovery costs provided for by articles L. 441-10 and D. 441-5 of the French Commercial Code, without prejudice to further compensation on production of supporting documents.

If an invoice remains unpaid fifteen days after a formal notice sent by email, Entresonge may suspend access to the Application until payment in full. During the suspension, the Customer Content is kept; the suspension does not release the Customer from the sums owed.

Unless the Proposal provides for a different term, the subscription is entered into for a period of one month from the date on which access is opened. It then renews automatically for successive periods of one month, until it is terminated under the conditions of the “Termination” article. A Studio offer may provide for a firm initial term, stated in the quotation.

There is no open sign-up. Once the Contract is formed, Entresonge opens the Workspace and the accounts provided for. Each User designated by the Customer activates their account by means of a personal invitation received by email, or of the initial credentials provided by Entresonge, which they replace with a personal password. The Customer designates its Users, within the number of accounts provided for, and ensures that they comply with the Terms of Use.

Credentials are personal. The Customer is answerable for the use made of the Application with the accounts opened for it, and reports to Entresonge without delay any unauthorized use of which it becomes aware.

Entresonge provides the Application in accordance with its description and uses reasonable means to ensure its availability, its security and its backup. This is an undertaking to use reasonable means and not to achieve a result: no quantified service level is guaranteed, unless expressly stated in the Proposal.

Access may be interrupted for maintenance, for an update or because of an incident. Entresonge endeavors to announce foreseeable interruptions and to place them at the least disruptive times. A question or an incident can be reported to [email protected].

The Application changes over time: features may be added, modified or withdrawn. Entresonge does not withdraw, during a period, a feature that is essential to the offer subscribed to without offering an equivalent solution or allowing the Customer to terminate free of charge.

• pay the agreed price on the due dates provided for;
• use the Application in accordance with the Contract, the Terms of Use and the applicable regulations;
• hold the rights and the authorizations needed for the Customer Content, and for the content it publishes from the work prepared in the Application;
• keep its invoicing and contact details up to date;
• keep the original files it uploads, in particular the rushes and the media.

Entresonge remains the holder of all the rights in the Application, its software, its interfaces, its databases and its documentation. The Contract grants the Customer and its Users a personal, non-exclusive and non-transferable right of use, for the term of the Contract and for the purposes of the Customer’s activity.

The Customer remains the holder of its rights in the Customer Content. It grants Entresonge the sole right to host it, to process it and to reproduce it to the extent necessary to provide the Service, for the term of the Contract and for the time needed to return it or to delete it.

Entresonge processes, as controller, the data needed for the business relationship: accounts, invoicing, correspondence and security. These processing operations are described in the privacy policy.

Where the Customer Content contains personal data of third parties, Entresonge processes that data on behalf of the Customer, as processor within the meaning of article 28 of Regulation (EU) 2016/679. On that basis, Entresonge undertakes to:

• process that data only in order to provide the Service, on the Customer’s instructions resulting from the Contract and from the use it makes of the Application;
• ensure that the persons authorized to access it are bound by confidentiality;
• implement appropriate security measures;
• use only the sub-processors mentioned in the privacy policy, inform the Customer of any change envisaged and allow it to object;
• help the Customer respond to requests to exercise rights and meet its own security obligations;
• notify the Customer of any personal data breach as soon as possible after becoming aware of it;
• delete that data or return it to the Customer at the end of the Contract, under the conditions of the “End of the contract and return of content” article;
• make available to the Customer the information needed to demonstrate compliance with these obligations.

The Customer remains responsible for the lawfulness of the data it uploads and for informing the data subjects. A separate processing agreement may be entered into at its request.

Each party keeps confidential the non-public information received from the other in connection with the Contract, in particular the financial conditions, the Customer Content and the technical information about the Application. It uses that information only in order to perform the Contract and discloses it only to the persons who need to know it, who are bound by the same obligation. This obligation lasts for the term of the Contract and for two years after it ends, except for the information that the law requires to be disclosed.

Each party is liable for the direct damage caused to the other by a breach of its obligations. Entresonge is not liable for indirect damage, in particular the loss of turnover, of audience, of advertising revenue, of customers or of an opportunity, nor for harm to reputation.

Entresonge is not liable for:

• the Customer’s editorial decisions and the content it publishes, including where these draw on analyses, suggestions or texts prepared with the help of the Application;
• the accuracy or the completeness of the public information collected from third party sources;
• the third party services that the Customer chooses to connect to the Application, their own terms and their interruptions;
• any use of the Application that does not comply with the Contract.

Where Customer Content is lost through the fault of Entresonge, its obligation consists first in restoring that content from the latest available backup.

All causes combined, the total liability of Entresonge under the Contract is limited to the amount excluding tax actually paid by the Customer under the Contract during the twelve months preceding the event giving rise to the liability. These limitations apply neither in the event of gross negligence or willful misconduct, nor to personal injury, nor to the other liabilities that the law prohibits limiting.

Neither party is liable for a delay or a failure to perform caused by an event of force majeure within the meaning of article 1218 of the French Civil Code, in particular a general failure of the networks, of the host or of the energy supply that it could not reasonably foresee or avoid. Performance is suspended for as long as the impediment lasts. If it lasts more than thirty days, either party may terminate the Contract in writing, with no compensation.

At the end of a period. The Customer may end the subscription at any time, by email sent to [email protected]; the termination takes effect at the end of the current period, which remains payable and gives rise to no pro rata refund. Entresonge may end the subscription at the end of a period, giving thirty days’ notice. A firm initial term provided for by a Studio quotation binds both parties.

For breach. In the event of a serious breach by a party of its obligations, not remedied thirty days after a formal notice sent by email or by post, the other party may terminate the Contract automatically. Entresonge may immediately suspend an account, then terminate the Contract, where the use made of the Application endangers the security of the Service or manifestly infringes the rights of third parties or the law.

Throughout the term of the Contract, the Customer can export its Content from the Application, in the open formats that the Application offers: the backup of the Workspace and the export of documents one by one. At the end of the Contract, access is closed. On request sent within the following thirty days, Entresonge provides the Customer with an export of its Content.

After that period, the Customer Content is deleted from the Application. Its copies held in the backups disappear as those backups rotate. Entresonge keeps only the data that a legal obligation requires it to retain, in particular the accounting records.

• Entresonge may entrust part of the performance of the Service to service providers, in particular for hosting; it remains liable for them toward the Customer.
• The Customer may not assign the Contract without the written consent of Entresonge.
• The emails exchanged between the parties count as writing and as evidence, as do the connection records kept by the Application, unless proven otherwise.
• Not relying on a provision does not amount to waiving the right to rely on it later. A provision declared void is deemed unwritten, without affecting the others.
• Entresonge may amend the Sales Terms. The applicable version is the one accepted with the Proposal; a new version applies at the following renewal if the Customer was informed of it at least thirty days beforehand and did not terminate.

The Contract is governed by French law. It is written in French; in the event of a discrepancy with a translation, the French version prevails.

In the event of a dispute, the parties first seek an amicable solution, at the written request of either of them. Failing agreement within thirty days, and to the extent permitted by law, any dispute between businesses concerning the formation, the performance or the interpretation of the Contract falls within the jurisdiction of the competent courts for the district of the registered office of Entresonge.

For any question about these Sales Terms or about an offer: [email protected], or by post: Entresonge, 58 allée de la Pièce du Lavoir, 91190 Gif-sur-Yvette, France. The full identity of the publisher appears in the legal notice.