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General Terms of Subscription and Use

MANTRA

Simplified joint stock company

Share capital: 27,111.11 euros

Registered office: 65 RUE DE LA CROIX, 92000 NANTERRE

Nanterre Trade and Companies Register 892 440 959

Hereinafter referred to as "MANTRA"

PREAMBLE

MANTRA has developed an online cybersecurity awareness and prevention platform for professionals, accessible through the website: mantra.ms.

These general terms of subscription and use (hereinafter referred to as "GT" or "General Terms") describe the contractual relationship between the Parties (MANTRA and the Client).

The Client acknowledges that it can only subscribe to a Subscription and access the Services if it accepts the General Terms.

ARTICLE 1. DEFINITIONS

Subscription: refers to the Client's subscription to the Services for a certain period and a determined number of End Users.

Quote: refers to the document drawn up by MANTRA and accepted by the Client, summarizing the Subscription terms taken out by the Client, including in particular the price and the scope of the Services to which the Client will have access.

Client: refers to the natural or legal person (through its representative) who subscribes to a Subscription and accepts the General Terms.

Personal data: refers to any information (name, address, telephone number, etc.) relating to an identified or identifiable natural person.

Hosting: refers to the hosting of the Platform on external servers.

Identifier: refers to the access code and password of an End User allowing access to the Services.

Information: refers to a set of news, information, content (including texts, images, data, sound, audiovisual or multimedia content, etc.), databases, documentary funds and/or search engines made available to Clients by MANTRA within the framework of the Services.

Trial period: refers to the possibility for MANTRA to provide a free discovery period of the Platform and its Services, of a duration determined unilaterally by Mantra, at its discretion, to potential clients and/or users.

Platform: refers to the cybersecurity software platform edited by MANTRA at the following address: mantra.ms, offering various Features.

Services : refers in particular to the phishing simulation, cybersecurity awareness, threat reporting, risky email warning and browser protection features (the “Features”), as well as, more generally, the access to the Platform, its support and maintenance and any other service that may be performed for the Client by Mantra's teams and which have been defined as falling within the scope of the Client's Subscription in the signed Quote.

End User(s): refers to any natural person, employee, officer or collaborator of the Client, authorized by these General Terms to use the Services within the Subscription subscribed by the Client, through an Identifier.

ARTICLE 2. PURPOSE

The General Terms aim to set the conditions for the provision and supply of Services by MANTRA to the Client in return for the payment by the Client of the agreed price and compliance with the usage limits of the Services.

They apply to the subscription of all types of Subscriptions.

ARTICLE 3. ENTRY INTO FORCE, TERM AND TERMINATION OF SUBSCRIPTION

Except in the event of a Trial Period, access to the Platform is strictly subject to a Subscription.

The Client subscribes to an annual Subscription by accepting the General Terms. The General Terms are made available to the Client at the time of any Subscription. The General Terms are binding on the Client who acknowledges having read and expressly accepted them without reservation before validating the subscription to its Subscription.

Acceptance of the General Terms constitutes acceptance of the price stated in the signed Quote.

Together with the signed Quote and invoices, the General Terms constitute the contractual documents binding on the Client, to the exclusion of any other, in particular its own general terms of sale and/or purchase and/or its own purchase orders.

The start date of the Subscription is the one indicated on the invoices communicated to the Client and corresponds to the date on which the Services are made available to the Client. The start date is specified in the Quote and cannot exceed 30 days after the date of signature and/or acceptance of the Quote under any circumstances. In the event that the Services are not made available after 30 days, for any reason whatsoever, Mantra reserves the right to start billing for the Subscription.

The Subscription comes into effect on the day of its subscription. The Subscription is for a period of twelve (12) months, tacitly renewable, for successive periods of twelve (12) months.

In the event that a new Subscription is concluded with an existing Client, whether or not it concerns the same End Users, the start date of the Subscription will henceforth be the date of the first invoice issued following the signature of the signed Quote and the billing cycle will be reset.

However, the Client may terminate the Subscription at any time up to three (3) calendar months before the expiry of the current Subscription period, by registered letter with acknowledgement of receipt to the registered office of MANTRA. Any termination request from the Client will be confirmed by an email from MANTRA. The termination will only be effective as of the anniversary date of the Subscription.

ARTICLE 4. AVAILABILITY OF THE PLATFORM SERVICES

4.1 Service content

The Services include:

  • A right of access, consultation and use of the Platform;
  • A right of access and use of the Features;
  • In-person or distance training for the Client and/or one of its representatives responsible for administering the Services at the Client's premises, dedicated to learning how to use the Platform;
  • Assistance and customer support services under the conditions set out in article 7.

The Client may also benefit, upon request to MANTRA and on quotation, from an additional training and/or customization service.

MANTRA reserves the right to replace a Feature of the Services with an equivalent one in quality and content. The Client is informed beforehand and retains the possibility of requesting termination under the conditions set out in article 3.

MANTRA also reserves the right to immediately and without notice suspend access to the Services in the event of force majeure, attempted intrusion or security breach of the Platform.

MANTRA also reserves the right to completely remove a Service. In this case, the Client is informed and will be refunded any amounts paid corresponding to the remaining duration of the Subscription.

4.2 Access to Services

The Client has a non-exclusive and non-transferable right of access and use of the Platform, for each End User, during the Subscription period and in accordance with its terms and conditions.

The Services are only accessible to End Users. Any use of the Client's access to the Services by an unauthorized person engages the responsibility of the Client.

After MANTRA has opened access to the Platform to the Client, the latter will be responsible for allocating available access to End Users according to its Subscription.

Each End User is responsible for creating and preserving/resetting their Identifier.

MANTRA may send all communications relating to the Platform or any updates to the Services and General Terms to the Client by email, particularly to the person considered as the reference.

Each Identifier is personal, individual, confidential and non-transferable.

The Client undertakes to take all necessary measures to ensure that the Client and its End Users keep the Identifiers secret and do not disclose them in any form to persons other than the End Users. The Client is fully responsible for the use and preservation of the Identifiers. The Client is responsible for the security of individual access stations to the Online Service. Lending, sharing, transferring or selling of Identifiers is prohibited and will not be opposable to MANTRA.

Any access to a Service via the End Users' Identifiers may engage the responsibility of the Client. The Client undertakes to inform MANTRA without delay of any loss, theft or unauthorized use of the Identifiers of its End Users so that MANTRA can take appropriate measures to remedy the situation.

4.3 Availability and maintenance

The Platform is accessible 24 hours a day, 7 days a week, except in cases of force majeure or events beyond the control of MANTRA, and subject to maintenance and update operations necessary for the proper functioning of the Platform. The End User is informed that the Services may be suspended without notice every day for these maintenance and update operations.

However, the Client is informed that access to the Services is via the Internet network. The Client is informed of the technical hazards that may affect this network and cause slowdowns or unavailability making connection impossible. MANTRA cannot be held responsible for difficulties in accessing the Services due to disruptions in the internet network.

4.4 Conditions of use of the Services

The Features made available to the End User by MANTRA under its Subscription are protected by intellectual property rights.

No Feature of the Services may be used by the Client and/or its End Users outside the limits and conditions provided for by this license of use.

MANTRA grants the Client a personal, restricted, non-exclusive, non-transferable and non-sub-licensable license, without the right to sub-license, allowing access and use of the Services, under the conditions and limits defined below.

The User expressly undertakes:

  • To strictly use the Services and the Features for its own needs only;
  • Not to infringe the intellectual property rights held by MANTRA on the Platform or the Features;
  • Not to reconstruct or attempt to reconstruct, from the Features and/or by means of the Services, a database aimed at directly or indirectly offering the same service or a comparable service, free of charge or for a fee, to unauthorized persons, and/or to disseminate or sell, in any way whatsoever, information for the purpose of helping a person to reconstruct, in whole or in part, such a database or an equivalent service;
  • Not to use the designations "MANTRA" without the prior and express authorization of MANTRA;
  • To preserve the confidentiality of its Identifier(s) and take the necessary measures to prevent any third party, in any capacity whatsoever, from having access to its access code(s) and/or its password(s) and thus being able to access the Services illicitly;
  • To inform MANTRA immediately in the event of theft, loss or unauthorized use of the access code(s) and/or password(s);
  • To ensure that all authorized End Users comply with these obligations.

Any other use is expressly reserved by MANTRA, in particular any substantial extraction of Information, any reproduction, communication, distribution, sale, lease of Information to third parties, any adaptation or translation of Information, any use of Information in the form of press panoramas or any text or data mining activity. Any use not covered by this license may, where appropriate, be subject to a specific and express authorization from MANTRA or its rights holders.

ARTICLE 5. FINANCIAL CONDITIONS

5.1 Price and revision

The price that the Client agrees to pay to MANTRA in return for, on the one hand, the right to use the Platform and, on the other hand, access to the Services, is either accepted on the website during registration or defined on the Quote signed by the Client if applicable.

Prices are indicated in euros, excluding taxes. The amount of these taxes is indicated at the time of subscription to a Subscription. All taxes included prices take into account the VAT applicable on the day of subscription to a Subscription. Any change in the applicable rate may be passed on to the Subscription rate.

MANTRA reserves the right to offer promotional offers or price reductions, but also to revise the current pricing during the contract. In the event that the rate of a Subscription is revised, the Client will be informed by email at least fifteen (15) days before the new rates come into effect. These new rates only apply to the renewal of the Subscription.

In the absence of a response from the Client before the entry into force of the price revision, upon expiry of its Subscription, the Client will be deemed to have accepted it. The Client will then have to pay the revised rate as notified by MANTRA.

In the event of an express refusal by the Client before the price revision comes into effect, the Client will have the option to terminate the Subscription in accordance with the deadlines and procedures set out in Article 3.

5.2 Payment terms

Invoices will be sent exclusively in electronic format by MANTRA to the Client by email.

Payments will be made by the Client by SEPA direct debit or bank transfer.

In the event of the addition of End Users during a Subscription, the reference Subscription contract remains the initial Subscription, updated with the number of additional active End Users during the period.

MANTRA will issue an adjustment invoice at the end of the Subscription period in proportion to the number of additional active End Users added by the Client.

In the event of annual payment, any invoice shall be payable by the Client in its entirety within thirty (30) days of its establishment.

MANTRA may offer a monthly payment for the annual Subscription to the Client. In this case, all invoices will be payable by the Client in full on the anniversary date of their subscription and on a monthly basis.

5.3 Payment incident 

In the event of a payment incident on the agreed due date, the Client (i) will be applied, without the need for a reminder letter, late payment penalties of an amount equal to the interest rate applied by the Bank European central bank to its most recent refinancing operation, increased by ten (10) percentage points, calculated per monthly installment, (ii) will automatically be the debtor of a lump sum indemnity for recovery costs of forty (40) euros, in accordance with Articles L.441-6 I. and D.441-5 of the French Commercial Code, unless higher costs are justified.

5.4 Special provisions 

The Quotation may provide for special terms regarding the financial conditions.

ARTICLE 6. BREACH BY ONE OF THE PARTIES

The Subscription to the Services may be terminated automatically and with immediate effect by one of the Parties in the event that the other Party fails to comply with the obligations imposed upon it.

The termination of the Subscription will take effect at the expiration of a period of thirty (30) days following notification by one Party, by registered letter with acknowledgement of receipt, of a breach by the other Party of one of its obligations.

MANTRA may automatically suspend and terminate the Subscription in the event of:

  • Non-payment of an invoice by the Client;
  • Violation by the Client of the scope of use/rights of use or terms of use of the Services;
  • Attempted intrusion or compromise of the logical integrity of the Platform.

Any simultaneous connections detected on the Platform, or activities on the Platform exceeding a level of activity consistent with the Subscription, may result in the interruption of the Services or the automatic application of fees corresponding to the improperly used Services.

It is expressly agreed between the Parties to exclude the application of Article 1226 of the French Civil Code, the only possibility of resolution or termination being the implementation of the resolutory clause in the preceding paragraph.

In the event of early termination of the Subscription, regardless of the cause, all sums remaining due from the Client shall become immediately payable without prejudice to any damages that may be due to MANTRA.

ARTICLE 7. CLIENT CONTACTS

For technical support, additional services, training and customization, or billing questions, the Client may contact MANTRA:

  • By email at the following address: contact@mantra.ms;
  • Or by using the contact form or instant messaging module accessible from the Platform.

Any problem related to Internet access or the configuration of the Client's hardware is not covered by the Client's assistance.

ARTICLE 8. DATA PRIVACY

The Parties undertake to comply with the applicable data protection rules and, in particular, law n° 78-17 of January 06, 1978 as amended, known as the "Data Protection Act" as well as Regulation (EU) 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data "GDPR". 

The Parties agree that MANTRA is qualified as a processor within the meaning of Article 28 of the GDPR and that the Customer is qualified as the controller. Under no circumstances can the Parties be considered to be jointly responsible for the service. As such, the Parties agree that the applicable obligations in terms of subprocessing are described in the data protection agreement (DPA). In the event of an error in the qualification of the Parties, the Parties must meet to modify this clause and take all measures relating to such a situation to comply with the requirements of the applicable rules. 

In addition, MANTRA may need to process Customer data (e.g employee data) as part of the implementation of the service. For any information in this respect, the Customer may consult the Privacy Policy of MANTRA accessible at any time on its website www.mantra.ms. The Client undertakes to inform its users of this Privacy Policy.

ARTICLE 9. LIABILITY

MANTRA makes no express or implied warranties with respect to the Information and data published on the Platform as well as the Features. The Client is solely responsible for the use and interpretations it makes of the Information and Features provided by MANTRA, whether acts and advice it derives from them.

The use and exploitation of the Information and results from the Features by the Client are therefore at its sole risk and peril, including regarding the use of links on social networks. In this respect, it is specified that MANTRA is not intended to substitute for the Client to carry out research and/or interpret the Client's questions or analyze Information obtained through the Features.

Under no circumstances shall MANTRA be liable for direct or indirect damages that may be caused by Information from the Platform. By express agreement between the Parties, indirect damages shall be deemed to include any financial or commercial prejudice, loss of profit, data, clientele, as well as any action brought by a third party against the Client.

MANTRA cannot be held responsible for damages that may result from the Client's access to the Platform: the use of the Platform and its Services is under their sole responsibility. The importation of non-anonymized or confidential documents onto the Platform is at the sole risk of the Client.

MANTRA's liability is limited to direct damages caused by a breach on its part and MANTRA cannot be held liable for indirect or unforeseeable damages or damages that may result from the Client's use of the Platform.

In any event, if MANTRA's liability were to be engaged by the Client under the Subscription for direct damages suffered by the Client, the right to compensation by the Client per contractual year would be limited, all causes and damages combined, to the amount of the twelve (12) most recent months of Subscription received by MANTRA.

ARTICLE 10. TRADEMARKS

MANTRA and the Client are each the sole and exclusive owners of the rights relating to their names, trademarks and logos. Neither Party shall issue a press release without the approval of the other Party. However, a Party may use the name, logo or trademark of the other Party for promotional purposes, in particular to announce the conclusion of the contract, to describe the Services in general, whether in its internal, commercial or promotional documentation, its website, during presentations or commercial proposals. This use is subject to the strict respect by the using Party of the graphic charter of the other Party.

ARTICLE 11. MISCELLANEOUS

Neither Party may be held responsible for a breach of any of its obligations resulting from external, unforeseeable and irresistible circumstances. Any breach resulting from such a case of force majeure lasting more than one month shall give the non-defaulting party the right to declare the Subscription terminated automatically under the above conditions, it being specified that this right may only be exercised as long as the breach in question persists.

The Client may not assign or delegate all or part of its rights or obligations under the General Terms without the prior written consent of MANTRA.

If any provision of the General Terms conflicts with an applicable legal or regulatory provision and/or is declared null or unenforceable by a competent court, it shall be deemed unwritten and all other provisions of the General Terms shall remain in full force and effect.

These General Terms may be modified by MANTRA at any time, without prior notification, by posting a new modified version which alone shall be binding between the Parties. The General Terms applicable to the Client are those in force on the date of subscription or renewal of the Subscription.

The failure of one of the Parties to insist, at any time or for any period, on the performance by the other Party of a provision of the General Terms in accordance with its terms, shall not be construed as a waiver of the right to claim such performance thereafter.

ARTICLE 12. EVIDENCE AGREEMENT

The data and information collected by MANTRA during the conclusion of the contract (in particular acceptance of the contract, activation of access to the Services or the customer area, as well as connection, browsing, downloading and more generally use data of End Users, are kept by MANTRA as proof. The archiving of this data by MANTRA is carried out on a reliable and durable medium. This information and data shall prevail between the Parties until proven otherwise.

In this respect, the Client is informed that MANTRA may collect IP addresses and connection data from computer equipment accessing the Services, in particular for the purpose of controlling access, respecting MANTRA's rights and providing proof of performance and/or any breach of the contract or MANTRA's rights.

ARTICLE 13. APPLICABLE LAW AND DISPUTES

The General Terms are governed by French law.

In the event of a dispute, the Parties shall attempt in good faith to reach an amicable agreement to settle it.

Disputes arising in connection with the validity, interpretation, performance or non-performance, interruption or termination of the Subscription contract will be submitted to mediation in accordance with the mediation rules of the Paris Mediation and Arbitration Center to which the parties declare their adherence. The place of mediation shall be Paris. The language of the mediation procedure shall be French.

To this end, the Party considering itself entitled to assert a right shall send a registered letter with acknowledgement of receipt to the other Party.

In any event, in the event of a dispute relating to the payment of an amount less than 5,000 euros, the Parties are required, in accordance with the provisions of Article 750-1 of the Code of Civil Procedure, to use a mediation, conciliation or participatory procedure before the introduction of legal proceedings.

If the dispute remains unresolved within 30 days of receipt of this registered letter, jurisdiction is expressly recognized to the courts of Paris, regardless of the plurality of defendants or warranty appeals, even for emergency or conservatory proceedings, by summary judgment or by application.

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