SERVICE TERMS – FreewayTeam

Last updated on February 1, 2023

1. GENERAL INFORMATION
   A. Scope of Application
   FreewayTeam is a simplified joint-stock company (SAS) validly incorporated and existing under French law, with its registered office located at 58 Rue de Monceau, 75008 Paris Cedex 08, registered with the Paris Trade and Companies Register under the number 927 714 022 (hereinafter referred to as “FreewayTeam”, “we”, “our” or “us”).

These service terms (hereinafter, the “Service Terms”) constitute a legally binding agreement between FreewayTeam and any legal or natural person wishing to subscribe to our Services (as defined in section 2 below) (hereinafter referred to as the “Client”, “you”, “your”, or “yours”) provided through our platform, accessible via Software-as-a-Service (SaaS) (the “Platform”).

FreewayTeam and the Client may hereinafter be referred to collectively as the “Parties” or individually as a “Party.”

B. Acceptance
Before subscribing to our Services (as described below in section 3), we ask you to confirm that you have read and accepted these Service Terms as well as our General Terms of Use, available here.

Acceptance can take place directly online when you check the box provided for this purpose during your registration on the Platform.

This acceptance is irrevocable and unconditional and also extends to other legal documents made available on the Platform, including our General Terms of Use and our Privacy Policy, available here.

The Parties are exclusively bound by the provisions set forth in these Service Terms. The application of any other terms is excluded between the Parties.

C. Modification
We reserve the right to modify these Service Terms from time to time. In such cases, we will inform you of any changes through one of the following methods:

• We will update the date of the last modification, which will be displayed at the top of these Service Terms, accessible via the dedicated link at the bottom of each page on our Platform.
• Alternatively, we may actively notify you of changes, for example, by sending an email to the address you provided during registration or when we first contacted you.

The changes are immediately applicable, unless otherwise specified. The only version of the Service Terms that applies is the one in effect at the time of your acceptance of these terms.

D. Contact
For any questions, comments, or complaints regarding these Service Terms, please feel free to contact us by email at contact@freewayteam.com or by mail at the address above. We will make every effort to respond to you as soon as possible.

If we need to contact you, we will always use the contact details you provided during registration on the Platform.

2. DESCRIPTION OF SERVICES
   Different services are offered to the Client via our Platform:

• Allow the Client to connect to their social media networks and provide clear graphs and key figures on their evolution.
• Provide a technical and SEO analysis of your website to improve its ranking.
• Connect you to Google Analytics, Google Search Console, and Google Ads to track your website’s performance.
• Alert you via email if your website becomes unavailable or if your email address is compromised due to an external hacked website.
• Provide you with an analysis tool for your email configuration, and other email tools to prevent them from landing in spam.
• Offer you a customized, organized list of tasks to improve your digital presence (SEO, social media, security, emails, etc.) and a reminder of past achievements.
• Provide access to experts to help resolve your issues, as well as educational notes on various digitalization topics (when included in your subscription package).
• Send you a weekly email with a summary of your performance and key figures of your company’s digital presence.
• Offer a fun and original interface that evolves according to your progress, to motivate you to improve your business, including a leaderboard comparing your digital score with similar companies.

The services defined in this section are collectively referred to as the “Services.”

Depending on the subscription package selected, the Services may vary. The details of the Services available under each subscription plan are specified in Article 4 of these Service Terms.

3. SUBSCRIBING TO THE SERVICES
   Subscribing to the Services is done directly online when registering on the Platform.

A confirmation email will be sent to the email address you provided during registration on the Platform.

These Service Terms constitute the contract between the Parties (the “Contract”).

4. DESCRIPTION OF SERVICES
   Subscribing to our Services is done through a subscription model. Under this “subscription” format, the Client has unrestricted access to the Platform for a specified period (monthly or annual), as well as access to our Services in addition to the Platform.

The amounts are expressed in euros (€) and are exclusive of fees and taxes unless otherwise specified.

Customer support is available during continental Europe’s working hours (10:00 – 18:00 CET) on business days in France.

5. FINANCIAL TERMS
   A. Price and Price Modifications
   FreewayTeam reserves the right to adjust its prices at any time. The Client will be informed of price changes by email at least fifteen (15) days before the new prices take effect. These new prices, however, will only apply at the end of the Client’s current subscription period or at the renewal of the subscription. If you do not agree with the new prices, you are free to terminate your subscription. Otherwise, you are deemed to have irrevocably accepted the new prices when the subscription is renewed.

B. Payment Terms
Our Services are billed on a monthly or annual basis, depending on the choice made at the time of subscribing to the Services on the Platform. The billing method is specified in the Offer.

Invoices will be sent electronically by email to the Client.

All invoices are payable immediately by the Client via automatic direct debit, bank transfer, or any other means agreed upon by FreewayTeam.

C. Payment Default or Delay
In case of late payment or non-payment of an invoice, or in case of any issue related to the payment of an invoice by its due date, the Client will automatically be liable, without prior notice, for a late fee of one percent (1%) per month, as well as a flat fee of ten percent (10%) of the amount due, with a minimum of one hundred fifty euros (€150), in addition to legal fees. Non-payment of a single (1) invoice will be offset by other unpaid invoices, even those not yet due, which will become immediately payable under the law. Raising a complaint does not suspend the payment obligations.

6. TERM AND TERMINATION
   The subscription starts on the date specified in the Offer and for the full subscription period (monthly or annual).

At the end of the initial subscription period specified in the Offer, the Contract will be automatically renewed for the same duration as initially subscribed by the Client. However, the Client may decide at any time not to renew the Contract by going to the dedicated section of their personalized profile on the Platform (via Settings < Billing < Stripe account) before the end of the initial subscription period or its renewal.

Without prejudice to the above, the Contract may be terminated or rescinded by either Party in the following cases:

• In the event of non-performance by one Party of an obligation under these Service Terms. In such cases, the other Party must notify the defaulting Party by registered letter with acknowledgment of receipt, requesting compliance with its obligations. If the defaulting Party does not comply with the notice within thirty (30) calendar days of receiving it, the Contract will be automatically terminated at the exclusive fault of the defaulting Party, without prejudice to the other Party’s right to claim damages.
• In the event of bankruptcy, dissolution, liquidation, or cessation of activity for reasons other than financial reasons of either Party, the other Party may terminate the Contract immediately, without prior notice, by simple notification.

7. INTELLECTUAL PROPERTY
   Unless otherwise provided, nothing in the Contract shall be interpreted as transferring or granting the Client ownership of any intellectual property rights, including but not limited to copyright (including moral rights, to the extent permitted by applicable law), software protection rights (including source code), database rights, trademark rights, domain names, and business names (whether or not registered), and all other similar rights.
8. PERSONAL DATA PROTECTION

We process and store personal data collected under the Contract in accordance with applicable laws and regulations, specifically Regulation (EU) 2016/679 of the European Parliament and Council of April 27, 2016 (“GDPR”) and the Belgian law of July 30, 2018, concerning the protection of individuals with regard to the processing of personal data, and in compliance with our Privacy Policy.

The term “personal data” has the same meaning as given in Article 4(1) of the GDPR.

9. CONFIDENTIALITY

Under these Terms of Service, “Confidential Information” refers to:

• All technical, strategic, commercial, or financial information (non-exhaustive list), including all documents, correspondence (including electronic), data, and generally any other information provided by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in any manner and on any medium, marked as confidential or reasonably understood by the Receiving Party to be confidential;
• For orally provided information, those that the Disclosing Party has informed the Receiving Party, at the time of communication, are being shared confidentially;
• Any copies of the above.

Notwithstanding any confidentiality agreement between the Parties, the Receiving Party agrees to:

• Keep confidential all Confidential Information provided directly or indirectly by the Disclosing Party and respect the Disclosing Party’s rights in this regard;
• Use such Confidential Information solely for the performance of the Contract;
• Exercise at least the same degree of care with respect to Confidential Information communicated by the Disclosing Party as it would apply to its own confidential information;
• Disclose Confidential Information only to its employees or consultants, and only on a “need-to-know” basis to the extent necessary for the performance of the Contract. These employees and consultants will be bound by confidentiality and non-use obligations as restrictive as those in this provision and will be informed of the strictly confidential nature of the information provided by the Disclosing Party;
• Implement appropriate measures to ensure the protection of Confidential Information.

The obligations under this section do not apply to Confidential Information that the Receiving Party can reasonably prove, in writing, that:

• Was in its possession and freely available before being communicated by the Disclosing Party;
• Was disclosed to it by a third party acting in good faith who was not bound, directly or indirectly, by a confidentiality obligation towards the Disclosing Party;
• Was or has become generally accessible to the public without any breach by the Receiving Party of its obligations under this section;
• Must be disclosed to courts of any competent jurisdiction or in compliance with other legal requirements, provided that the Receiving Party informs the Disclosing Party in advance to assess the necessity and method of producing the required information.

The Parties acknowledge that a breach of these confidentiality obligations would cause irreparable harm to the other Party, notwithstanding any monetary compensation. In case of a breach, the breaching Party will automatically owe a fixed penalty of five thousand euros (5,000 EUR) per violation, without prejudice to the other Party’s right to claim a higher amount corresponding to the actual damage suffered and without prejudice to any other legal remedy, including the initiation of legal proceedings for damage repair.

The obligations of the Receiving Party under this provision will survive throughout the term of the Services.

10. WARRANTIES AND LIMITATION OF LIABILITY 

FreewayTeam commits to providing quality Services to the Client. However, FreewayTeam does not guarantee the suitability of the Services for the Client’s specific needs.

The Client acknowledges that the Services offer an additional, not alternative, solution for website management and cannot replace other means the Client may have for achieving the same goal.

FreewayTeam will not be held responsible for any indirect, uncertain, intangible, or unproven consequential or incidental damages, including but not limited to business losses, loss of profit, or reputational damage resulting from or in connection with the use of the Platform or any provision of these Terms of Service.

In any event, FreewayTeam’s maximum total liability under the Contract is limited to the amounts paid by the Client in the twelve (12) months preceding the last damaging event, unless mandatory legal provisions stipulate otherwise.

Nothing in these Terms of Service excludes or limits the liability of either Party for fraud, death, or personal injury caused by negligence, or any other liability that cannot be conventionally excluded or limited.

11. INDEMNIFICATION

The Client agrees, within the limits permitted by applicable law, to indemnify, hold harmless, and defend FreewayTeam against any claim, loss, cost, liability, or damage related to or arising from a breach of any provision of these Terms of Service and, more generally, any violation of laws and regulations that may apply due to the application of these Terms of Service.

12. FORCE MAJEURE

Neither Party shall be held liable or considered to have failed in its obligations under the Contract if a delay or failure to perform rights and obligations under the Contract is caused by circumstances beyond the Parties’ control and disrupts the normal course of business, including, but not limited to, government orders, mobilization, war, epidemic or pandemic, lockout, strike, demonstration, technical failures in communication transmission, server failure, flood, explosion, changes in global economic circumstances, vandalism, or exceptional weather events, without the Party invoking force majeure being required to demonstrate the unforeseeable nature of these circumstances (“Force Majeure”).

The Party invoking Force Majeure must inform the other Party without delay and in writing, and take all reasonable measures to overcome the temporary situation caused by Force Majeure.

In this case, either Party may suspend the performance of its rights and obligations under the Contract while overcoming the temporary situation, or terminate the Contract if the Force Majeure situation persists for more than sixty (60) days, without any indemnity being owed.

13. ASIGNMENT

FreewayTeam reserves the right to assign, delegate, or transfer the Contract, as well as the rights and obligations under these Terms of Service to any individual, entity, or business. The Client is prohibited from assigning, delegating, or transferring all or part of the Contract or the rights or obligations under these Terms of Service to any third party in any manner without FreewayTeam’s prior written consent.

14. MISCELLANEOUS PROVISIONS 

The Contract, along with any legal documents supplementing it, including the general terms of use and the Privacy Policy, constitutes the entire agreement between FreewayTeam and the Client concerning the subject matter hereof and replaces any prior agreements between the Parties regarding the Services.

These Terms of Service may be supplemented by additional specific conditions. In this case, these conditions will be an integral part of these Terms of Service.

FreewayTeam’s failure to enforce or take action against the Client in the event of a violation of any provision of these Terms of Service shall not be considered a waiver of its right to enforce or take action for any future violation by the Client.

If any provision in these Terms of Service is found to be invalid, the remaining provisions will remain in effect, and the Parties agree that invalid or unenforceable provisions will be replaced by provisions that are as close as possible to the intended effect.

If any contradiction arises or a dispute occurs regarding the interpretation of a term or provision in any translation (in one or more languages) of these Terms of Service, the French version of the Terms of Service will prevail.

15. APPLICABLE LAW AND COMPETENT JURISDICTION 

These Terms of Service are exclusively governed by and interpreted in accordance with French law.

Any dispute concerning these Terms of Service, including their validity, interpretation, or performance, and generally any dispute between the Parties, shall be subject to the exclusive jurisdiction of the courts of Paris, unless mandatory legal provisions or public policy stipulate otherwise.

Before initiating legal action, the Parties will take all reasonable steps to reach an amicable resolution of the dispute.