General Terms and Conditions
Globhive - This document will explain to you our Terms and Conditions of our site.
1. DEFINITIONS
Database(s): Database belonging to GLOBHIVE or commercialised by the latter under licence, accessible on-line on a website belonging to GLOBHIVE such as the website http://www.globhive.com
Purchase Order(s):refers to either (i) the purchase order published on paper format or online applicaeon by GLOBHIVE, then signed by the client for the purpose of subscription to one of the Services indicating the nature, price and modalities of the Services and options subscribed for by a Client, or (ii) in the case of an On-line order, the email summarising the Services subscribed for, sent by GLOBHIVE to the Client at the email address indicated by the later at the time of the On-line subscription process.
Client:: Any business client having subscribed to one of the Services proposed by GLOBHIVE.
On-line order(s): On-line subscription to the Services on a Website, as summarised in a Purchase Order sent on-line.
Special Terms and Conditons: Specific Special Conditions of Sale applicable respectively to the “Prospecting”, “Visibility” and “Direct Marketing” Services proposed by GLOBHIVE.
Direct Marketing: All Services offered by GLOBHIVE corresponding to (i) the provision of files containing information on companies for the purpose of operations for email or direct mail distribution campaigns and/or (ii) technical services for sending out postal or electronic mail and/or (iii) the creation of advertising content or advice relating to said content in the context of the client’s email or direct mail campaigns.
Service(s): All services offered by GLOBHIVE under different names and trademarks and connected to the “Prospecting”, “Visibility” and/or “Direct Marketing” services.
Prospecting: All Services enabling the Client, for purposes of prospecting, to access, consult, export and/or extract data relating to companies contained in a GLOBHIVE Database in accordance with the modalities and within the limit of options subscribed for by the Client.
Website(s): GLOBHIVE Website(s) allowing on-line access to the database and services offered by GLOBHIVE.
Visibility: All advertising Services of any kind that may be provided to the Client by GLOBHIVE.
website http://www.globhive.com and/or on GLOBHIVE’s partner network and/or (ii) to technical services intended to optimise the visibility of the Client’s commercial information and/or of the referencing of this information by the search engines of the aforementioned websites and/or to the creation of advertising content or advice relating to said content.
2. PURPOSES
These General Terms and Conditions of Sale (hereinaWer “General Conditions“) set out the general contractual rules and principles applicable to the relationship between the Client and GLOBHIVE (hereinaWer the “Parties“) in the context of the Services. These General Conditions are also binding on any intermediary acting on behalf of a Client.
They are supplemented by the Special Conditions that more specifically govern certain Services, based on their particular nature, to which they may refer as applicable.
3. SUBSCRIPTION
The Subscription to a Service by the Client implies full and entire acceptance of the General Conditions and Special Conditions printed on the front and/or back of the Purchase Order or accompanying it.
The Client undertakes to check the Purchase Order edited by GLOBHIVE before signing it and shall not hold GLOBHIVE liable in the event of errors or omissions.
4. On-line order
In the case of an On-line order, the Client subscribes to the Service by means of the sale form shown on the Website. This process allows the Client to submit its order, confirm it aWer having taken cognisance of it, then to receive an email acknowledging receipt and containing the Purchase Order.
Any On-line order requires the Client to indicate an email address for sending the Purchase Order and invoicing.
The contractual information relating to the Services subscribed for are the subject of a confirmation in the Purchase Order sent by GLOBHIVE to the Client aWer payment of the On-line order. Any order implies acceptance of the prices and descriptions of the Services itemised before Subscription. These descriptions of Services are confirmed on the Purchase Order submi>ed to the Client. These descriptions shall prevail in the event of dispute.
The Client undertakes on receipt to check the Purchase Order submited on-line against the email acknowledging receipt of its order. The particulars of the Purchase Order are deemed in compliance with the order subscribed on-line. In the absence of
immediate response by the Client in order to report a possible error on receipt to the email address info@globhive.com (and in any event, before accessing the Services), this presumption shall be totally irrefragable.
In the event of unavailability of a Service subscribed on-line, the Client shall be informed of this by electronic mail. In this case, the Client has the choice between a cancellation of the On-line order or an exchange of Service. In the case of a request for cancellation, only the unavailable Service is cancelled and refunded by GLOBHIVE, while the rest of the On-line order remains firm and final.
For any question relating to the follow-up of an On-line order, GLOBHIVE makes a client service available to the Client, the contact information for which is shown on the Website from which the On-line order was placed.
5. INDIVISIBILITY
Any Service subscribed to by the Client is indicated and itemised in a Purchase Order and also subject to Special Conditions that supplement the General Conditions.
The General Conditions, Special Conditions and Purchase Order form an indivisible whole.
The value of any other document emanating from GLOBHIVE(including in particular advertising brochures or leaflets) is only informative and indicative but not contractual.
In the event of incompatibility between the General Conditions and the Special Conditions, the la>er conditions shall prevail.
6. MODIFICATION OF General or Special Conditions
GLOBHIVE reserves the right at any time to modify the General Conditions and/or Special Conditions that will be applicable to any new Subscription.
The General Conditions and Special Conditions that are in force, accompanying the Purchase Order at the time of the Subscription shall remain those applicable to the Service subscribed to by the Client.
7. PRICING
The due price of a Service is determined exclusively in line with the stipulations shown on the Purchase Order.
These stipulations correspond to GLOBHIVE’s general pricing structure in force – obtainable on request – although the Parties may however derogate under exceptional circumstances in order to take a Client’s specific situation into account.
Unless expressly specified in the Purchase Order, no rebate, discount or reduction
may be claimed from GLOBHIVE.
Prices are shown in euros or HKD and take into account the VAT applicable at the date of Subscription. Any change in the applicable VAT rate, or any new tax or contribution, shall be automatically passed on to the price of the Services.
8. INVOICING AND PAYMENT
8.1 Invoicing address and en 1 ty invoiced 8.1.1. It is understood that the address for invoicing and delivery is the one shown in the Purchase Order for sending the la>er. If invoices or services are to be sent or delivered to another address, the Client shall specify this clearly at the time of Subscription and check that this separate address is duly posted to the Purchase Order.
8.1.2. The entity to be invoiced and delivered is of necessarily the Client who took out the Subscription and whose name is shown as such in the Purchase Order. The Client cannot transfer its obligations arising from the contract with the express agreement of GLOBHIVE and therefore cannot require another person to be invoiced in its place. On an exceptional basis and at the express request of the Client, GLOBHIVE may nonetheless and at its discretion accept a change in the entity invoiced, although in this case, the Client shall always remain jointly and severally responsible for payment of the invoice.
In the event that the Client should contest being personally commi>ed by the Subscription made on its behalf by an intermediary, the la>er shall provide proof upon first request from GLOBHIVE of the mandate that it has received. If it fails to provide such proof within a period of 8 (eight) days, or if it appears that it has exceeded the purpose of its power of a>orney, the intermediary in question shall be personally held responsible for paying the invoice, including when the Services are payable in advance.
8.2 Terms of payment Unless otherwise specified and expressly accepted by the Parties or stated in the Purchase Order, the payment must be se>led in full and the price paid before commencement of performance of the Services by GLOBHIVE.
In the case of On-line order, payment shall be made at the time of the Subscription under the conditions specified in Article 8.4. In this case, it is specified as a requirement that the sums paid cannot under any circumstances be considered as deposits or prepayments.
Invoices issued by GLOBHIVE are in principle payable on a cash basis at the time of the order without discount, unless otherwise specified and expressly accepted by the Parties or stipulated in the Purchase Order (or the invoice itself) providing for payment at due date.
When a payment at due date is specified, the following rules shall apply:
The invoice is payable at latest within Seven (7) days of the date of issue of the invoice; In the event that GLOBHIVE may have good reason to anticipate payment difficulties on the part of the Client at the time of or subsequent to the date of Subscription, GLOBHIVE reserves the right to require immediate payment for the performance or continuation of the Services; Likewise, in the absence of negotiation more favourable to the Client, GLOBHIVE reserves the possibility of requiring immediate payment for the performance or continuation of the Services in the event that the total amount of invoices issued by GLOBHIVE and not yet paid by the Client, even without delay by the la>er, should reach an upper limit for amounts outstanding of five thousand euros (€5,000) / $50000 HKD including all taxes. Payments can be made, by bank transfer (it being then specified that it is the Client’s responsibility to request receipt of GLOBHIVE ’s bank details in sufficient time to allow it to pay promptly), direct debit, bank draW, by cheque made out to GLOBHIVE or by bank card (the la>er being the only method accepted in the case of On-line order, as specified in Article 8.4.1).
8.3 Late payment Failure to pay in full or in part by the Client of a single invoice by the deadline set for said invoice shall, as of right and without prior notice being necessary, incur the following:
immediate collectability of the total of all sums remaining due in respect of all invoices issued by GLOBHIVE, whether due or to become due, whatever methods of payment were specified, invoicing of interest for late payment equal to fiWeen per cent (15%) of the amounts due, in addition to any eventual legal costs and without prejudice to any entitlement to damages;
8.4 On-line payment 8.4.1 Payment procedure
In the case of on-line Order, payment is made only by credit/debit card.
The absence of challenge to the Purchase Order sent to the Client following an On- line order is proof of the Subscription and the collectability of amounts incurred.
Computerised records, kept in GLOBHIVE’s computer systems under reasonable conditions of security, shall be considered as proof of communications, of the On-line order and of payments taking place between the Parties. The archiving of Purchase Orders and invoices is carried out on a reliable and durable medium that can produced by way of proof.
8.4.2 Payment problems GLOBHIVE reserves the right to suspend any On-line order management in the event of refusal to authorise payment on the part of officially accredited bodies or in the event of non-payment.
In the event of difficulty encountered during payment requiring a verification procedure, GLOBHIVE in particular reserves the right to refrain from delivering an On-line order. The On-line order shall then only be validated aWer receipt and verification by GLOBHIVE of the documents sent by the Client.
More generally, any problem with the Client’s account (non-payment, non-functional email address, etc.) shall authorise GLOBHIVE to suspend the Client’s On-line order until it has been resolved.
9. Disputes
Within all limits permi>ed by law, any objection relating to the quality or conformity of a Service shall be reported by the Client to GLOBHIVE within a maximum period of fiWeen (15) days by registered le>er with advice of receipt (as evidenced by the postmark). Accordingly, the Services carried out more than fiWeen (15) days before an objection is sent are indisputably deemed to be in compliance with the expectations of the Parties, free from defect or error, and in sufficient quantity.
Without prejudice to the previous paragraph, any objection relating to an invoice must take place within a period of 15 (fiWeen) days of it being sent to the Client (with the date of dispatch corresponding to the postmark shown on the issuing envelope, which the Client has a duty to keep). tiach objection shall be sent by registered le>er with advice of receipt. Beyond this deadline, invoices issued by GLOBHIVE shall be indisputably deemed free of error and shall no longer be subject to objection.
10. IRREVOCABILITY OF THti SUBSCRIPTION
Without agreement in writing from GLOBHIVE, the Subscription to a Service by the Client is irrevocable.
11. TERM OF THti CONTRACT
GLOBHIVE proposes Services (i) on a per service basis or (ii) by subscription during a period specified in the Purchase Order.
The effective date corresponds to the date of signature of the Purchase Order or, in the absence of a stated date of signature, to the date of issue of the Purchase Order.
The Subscription to a Service shall not be automatically renewable. Any renewal shall be expressly specified and accepted by GLOBHIVE and shall, as applicable, give rise to the drawing up and signature of a new Purchase Order.
12. INTELLECTUAL PROPERTY
12.1 Intellectual property rights of GLOBHIVE GLOBHIVE holds exclusive ownership rights or operating rights on all intellectual property rights relating to:
the Databases, including their architecture, their presentation, their arrangement and their classification; all methods, processes, techniques, developments, and know-how incorporated in the Services or which GLOBHIVE may be led to develop or provide in the context of the Services; all original or distinctive elements appearing in the work, documents, memos, consultations, opinions, conclusions or other procedural actions, etc. realised in the context of the Services, including but not limited to any copyright, registered trademark and any other intellectual property right relating thereto. The Subscription to a Service shall not imply the disposal of any intellectual property right to the profit of the Client. The Client shall only be authorised to use GLOBHIVE products and services for business purposes and in view of meeting its in-house requirements strictly within the limits of the Services subscribed for.
The Client shall not make mention or use of the name, designation, trademarks and logos or other titles, whether or not commercial, of GLOBHIVE without its prior agreement in writing.
The Client is expressly prohibited from reproducing, representing, adapting, hiring, transferring, commercialising and, more generally, using all or part of the GLOBHIVE products or services to the profit of third parties to the Client, for any purpose whatsoever, free of charge or against payment, and by any means whatsoever.
12.2 Intellectual property rights of the Client The Client expressly declares that it holds all rights (literary and artistic property, trademarks, trade names, protected designations, designs and models, rights for use of the image or other third party personality a>ributes) on all elements (documents, contents or advertising messages, etc.) sent to GLOBHIVE and which are necessary for performance of the Services subject to the General Conditions (in particular for the purposes of implementing Visibility services) and for these to be in compliance with all legal and statutory rules in force.
13. LAW ON DATA PROCtiSSING AND CIVIL
LIBERTIES
GLOBHIVE undertakes to comply with regulations applicable to the protection of personal data.
By virtue of the Data Protection Law, natural persons benefit from a right to access, oppose and rectify any data and information concerning them. They exercise said rights by contacting GLOBHIVE services at the following email address:
In a case of an On-line order or the use of certain free functionalities of the Websites requiring the creation of a personal account, data of a personal nature that are indicated by the Client when creating the account (last and first names, together with telephone numbers, postal and email addresses that can be linked to an identified or identifiable person), may be used by GLOBHIVE and its partners for the requirements of managing said account and performing the Services. It is also accepted that said data may be used for commercial purposes in order to promote the products of GLOBHIVE, its affiliated companies and/or its trading partners in the context of email or direct mail campaigns, within the limits specified by applicable legislation. GLOBHIVE may thus legitimately consider that the person concerned has given their consent. If data of a personal nature indicated at the time of the Order and/or creation of the account does not relate to the Client (or to the person representing it for this purpose), but concerns a third party, the Client shall ensure that said third party has been informed of this clause and has given their consent. In the opposite case, it shall assume all consequences and shall hold GLOBHIVE harmless against any right of recourse from the third party in question and/or the competent authorities.
14. LIABILITY
Within the limit permi>ed by law, GLOBHIVE’s liability in respect of the Client is limited, for all types of damages, to the amounts effectively received by GLOBHIVE from the Client for the contractual period giving rise to the event that generated liability, except in the case of gross or wilful misconduct. The Client acknowledges that the agreed price reflects this distribution of risk and the limitation of liability resulting from it.
GLOBHIVE’s liability cannot be incurred for unforeseen or unpredictable damage and that, even in the event of fraudulent misconduct, GLOBHIVE cannot be held responsible for indirect damage suffered by the Client, in particular loss of earnings, loss of market or client-base, non-realisation of expected profits, any increased costs, prejudice caused to third parties or even commercial prejudice, related to performance of the Services by GLOBHIVE.
Delivery time-frames are given for information purposes and delays shall not give rise to any penalty, compensation or termination.
GLOBHIVE does not guarantee that its Services correspond to the specific specifications or requirements of the Client and notes in particular that the Database only constitute an information search tool, since these Databases and extracted data come under the full and entire responsibility of the Client exclusively.
GLOBHIVE can offer training tools to its Clients but cannot necessarily be held responsible for the incorrect use of these tools by its Clients and for the direct or indirect consequences of such incorrect use. The Client therefore acknowledges having received all useful information for exploiting, under optimal conditions, the
data shown in the Databases.
In the event that (i) GLOBHIVE agrees to work with a service provider of the Client at the la>er’s request (for example to carry out the routing of data in the context of a Direct Marketing service), and/or (ii) GLOBHIVE delivers to or invoices another entity on behalf of the Client, and/or (iii) GLOBHIVE agrees to deliver a file or any other Service to an intermediary of the Client of any nature whatsoever, the Client acknowledges and accepts that it alone is responsible for any damage and prejudice caused to GLOBHIVE by its service provider, by the third party, or by the other entities of its group that may be concerned. The Client therefore undertakes to compensate GLOBHIVE for all prejudices pertaining thereto (including legal fees), without waiting for the service provider, third party, intermediary or any other entity of its group to recognise its liability or to compensate GLOBHIVE.
15. Force majeure
All circumstances outside the control of the Parties, preventing the performance of their obligations under normal conditions, shall be considered grounds for releasing the Parties from their obligations and Parties and shall lead to their suspension. The party that invokes the circumstances referred to above shall immediately notify the other party of their occurrence, and also of their disappearance.
All unavoidable events and circumstances, external to the parties, unforeseeable, inevitable, outside the control of the Parties and which cannot be prevented by the la>er, despite all reasonably possible endeavours, shall be deemed cases of force majeure. The unavailability for any reason whatsoever of the GLOBHIVE Website or Services due to a cause that is external to GLOBHIVE is expressly considered to be a case of force majeure or act of God.
In a case of force majeure, the Parties come together with a view to examining the impact of the event and agreeing the conditions under which performance of the contract will be continued. If the case of force majeure lasts for longer than three months, these General Conditions can be terminated by the aggrieved party.
16. NATURE OF THE OBLIGATION AND GUARANTEES
GLOBHIVE shall fulfil its obligations with diligence and in accordance with the best practices in use in its business and shall therefore only be held to an obligation of best-endeavours.
GLOBHIVE, despite its best endeavours, does not guarantee the continuous and error-free operation of its Websites such as http://www.globhive.com, whatever the cause of the malfunction.
The Client shall fully guarantee and compensate GLOBHIVE against any condemnation, complaint or claim originating from any natural or legal person – based on the elements that it transmits – for the consequences (in particular financial) of any above-mentioned action, opposition, complaint and shall in
particular pay to GLOBHIVE all damages or civil fines that GLOBHIVE may be sentenced to se>le, together with legal fees incurred to ensure its defence, even at the end of a court decision that is not final but is enforceable. The Client also undertakes to pay any transactional indemnity in the event that GLOBHIVE should have agreed on a transactional se>lement with a third party if the Client was previously invited by GLOBHIVE to participate in the se>lement discussions.
17. NON-DISCLOSURE
GLOBHIVE and the Client undertake not to divulge confidential information received from the other party and to which each party would have had access at the time of performing the Services. GLOBHIVE and the Client undertake to ensure that this obligation is respected by their employees, parent companies, subsidiaries and possible subcontractors.
Confidential information is understood to mean information of any kind, visual or oral, on any medium whatsoever, relating to the other party’s structure, organisation, business affairs, various in-house policies, projects and personnel. The content of the Services, together with the reports, le>ers, information, memos, quotes supplied by the other party during performance of the Services are also of a confidential nature.
However, the following information is not considered to be confidential:
in the public domain at the time of their disclosure or fallen into the public domain without infringement of this clause of non-disclosure; resulting from knowledge internal to the other party without infringement of this clause of non-disclosure; sent in a legitimate manner to the other party by a third party. This clause shall remain in force for a period of five (5) years starting from the end of the Service, for whatever reason.
In the event that one party wishes for all or part of the confidential information to be disclosed to/or used by a third party, this party shall request prior authorisation in writing from the other party. The terms and conditions applicable to said disclosure shall then be set out between the parties.
18. Termination
In the event of the Client’s breach of an essential obligation in respect of one of the provisions of these General Conditions, Special Conditions or the Purchase Order, GLOBHIVE reserves the right to terminate the contract at any time and without compensation on condition of notice sent to the Client and remaining without response 10 working days aWer its receipt, without prejudice to GLOBHIVE’s entitlement to compensation for the prejudice suffered.
Termination shall be effective as of right on the eleventh day, unless the breach is fully regularised within the deadlines, and GLOBHIVE shall immediate bring the services in progress to an end.
GLOBHIVE reserves the right to terminate the contract immediately in the event of non-compliance by the Client with GLOBHIVE’s intellectual property rights.
19. DISPOSAL
The Client shall not dispose of, delegate or transmit its rights and obligations in respect of these General Conditions without prior agreement in writing from GLOBHIVE.
20. Nullity of a clause
If one or more of the stipulations in these General Conditions are held to be non- valid or declared as such in application of a law or regulation, or subsequent to a final decision by a competent court, the other stipulations shall retain their full force and scope.
21. NON-WAIVER
The fact that GLOBHIVE may not avail itself of a breach by the other party of any one whatsoever of the obligations referred to in these General Conditions shall not be interpreted for the future as a waiver of the obligation in question.
IMPORTANT: IN THti ABStiNCti OF AMICABLti AGRtitiMtiNT BtiTWtitiN THti PARTItiS, ANY DISPUTti RtiLATING TO THti START, PtiRFORMANCti, TtiRMINATION, RtiSCISSION, VALIDITY AND/OR NULLITY OF THti CONTRACTUAL RtiLATIONSHIPS SUBJtiCT TO THtiSti GtiNtiRAL CONDITIONS, TOGtiTHtiR WITH THti INTtiRPRtiTATION OF THti STIPULATIONS IN THti PURCHASti ORDtiR, THti SPtiCIAL CONDITIONS AND THtiSti GtiNtiRAL CONDITIONS, SHALL Bti BROUGHT tiXCLUSIVtiLY BtiFORti THti COMMtiRCIAL COURT (UNITtiD KINGDOM). IF THti LATTtiR IS NOT MATtiRIALLY COMPtiTtiNT, THti DISPUTti SHALL Bti SUBMITTtiD BtiFORti THti MPtiTtiNT CIVIL COURT