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Background:

  1. These General Terms and Conditions of Subscription to the Accessiway Services, together with the Order Form and the Technical Annexes of the Services constitute the entire agreement between the Parties (henceforth also the "Subscription Agreement").

  2. The purpose of the Subscription Agreement is to regulate the relationship between the company Accessiway (the "Company") and the customer.

  3. Customers who sign the Subscription Agreement confirm that they have read this document and accept its contents in full.

  4. The Subscription Agreement is concluded for the benefit of the parties and is binding on them, their universal and particular successors.

  5. The Subscription Agreement constitutes the integral manifestation of all understandings and agreements between the parties in relation to the subject matter and constitutes the sole source of rights and obligations between them, superseding and annulling any previous verbal, written and/or concluded agreements by concluding facts.

  6. In the event of any discrepancy between the provisions of the various documents making up the Subscription Agreement, the following documents shall prevail in the order indicated:

    • Order Form;

    • General Terms and Conditions of Subscription to Accessiway Services;

    • Technical Annexes, referred to in the link indicated in this Order Form. The Technical Annexes shall apply solely and exclusively to the Accessiway Services purchased by the Customer and indicated in the Order Form;

  7. Any terms and conditions included in the purchase order by the Customer, other than those stated above, shall be ineffective and shall be considered unenforceable, unless Accessiway expressly agrees to such terms in writing. For the avoidance of doubt, the Customer's terms shall not apply, even if Accessiway executes or fulfils a Customer's order without an express objection to the terms of purchase referred to therein.

  8. Any notice to be given under the contract shall be in writing, by registered letter with acknowledgement of receipt, with confirmation of receipt, or by e-mail to the address hamburg@accessiway.com.

  9. Any tolerance by either party of conduct by the other in breach of the provisions contained in this Subscription Agreement shall not constitute a waiver of the rights arising from the breached provisions, nor of the right to demand the exact fulfilment of all terms and conditions contained herein.

  10. The rights and remedies included herein are not exclusive, but are in addition to other rights and remedies available under applicable law.

  11. The headings of the individual clauses have been placed for the sole purpose of facilitating the reading of the contract and, therefore, no account is to be taken of them for the purposes of its interpretation.

  12. If any provision of the Subscription Agreement is found by a court or other competent authority to be invalid or unenforceable, such provision shall be deemed to be deleted from the Subscription Agreement and the remaining provisions shall remain and continue to remain in full force and effect.

  13. The Company reserves the right to unilaterally update and/or amend the Subscription Agreement, including the Privacy Policy. Any such updates and amendments shall be effective immediately and notices thereof shall appear on the website www.accessiway.com and/or be sent to customers' email addresses. If the Customer does not intend to accept such amendments, the Customer may withdraw from the Agreement by giving notice to the Company within 30 (thirty) days from the date of receipt of the relevant communication.

1. DEFINITIONS

For the purposes of these Terms of Use, the following terms shall, unless expressly stated otherwise, be given the following meanings:

  1. "Company" means Accessiway.

  2. "Customer": the company signing the "Subscription Contract".

  3. "Parties" means the Company and the Customer jointly;"Subscription Agreement": is the Agreement between the Parties, consisting of the set of General Terms and Conditions for Accessiway Services, together with the Order Form and the Technical Annexes for the Services and governing the provision of Accessiway Services;

  4. "Subscription": is the mode through which the Company offers its Services;

  5. "accessWidget software": plug-in software to improve the accessibility of the website for which the Customer has purchased a licence to use (from now on also "Customer website"), offered under the Accessiway brand name.

  6. "Accessibility Services": all other services offered by the Company in order to support the Customer in the process of compliance with regulatory requirements on accessibility.

  7. "Order Form" means the document containing the description of the Licence Plan(s) and/or Accessibility Services purchased by the Customer.

  8. "Fee": means the cost for the services requested by the Customer in this Order Form.

  9. "Material" means any documentation, data, information or any other document provided by Accessiway as part of the Accessibility Services;

2. OBJECT OF THE SUBSCRIPTION CONTRACT

  1. The object of the Subscription Contract is the purchase of the Company's Services, which shall be indicated in the Order Form.

  2. The Customer acknowledges that the Services are purchased in the form of a Subscription for the duration indicated in the Order Form.

  3. The Services shall be governed by these General Terms and Conditions of Subscription to the Accessiway Services and, specifically, by the Terms of Use of the Services.

3. DURATION AND FEES

  1. The initial term of the Subscription Contract (referred to as the 'Term') is indicated in the Order Form. Accessiway shall invoice the Fee upon signature of this Order Form by the Customer.

  2. The Duration shall run from the signing of the Order Form itself.

  3. The Fee to be paid by the Customer to Accessiway for the Term is set out in the Order Form.

  4. Once the terms for payment of the Consideration have expired, the Customer shall be liable to pay, in addition to the principal, default interest in line with the applicable law, without prejudice to the further costs provided for therein and the greater damages.

  5. The Fee does not include any travel expenses expressly requested by the Customer, which shall be quoted in advance and charged based on actual costs incurred.

  6. The Customer acknowledges that the digital services sector is subject to rapid technological changes, cost variations and economic fluctuations. Therefore, Customer accepts that the Fee may, if necessary, be revised and adjusted to reflect such changes. Price revision will be based on the following criteria:

    • Change in direct costs incurred in the provision of services by Accessiway, including but not limited to software, hardware and personnel costs;

    • Technological innovations or changes in the methods of delivery of Accessiway services that lead to an improvement in the efficiency or quality of the services;

    • Significant changes in the economic environment that affect the cost of Accessiway services, such as changes in exchange rates, inflation or changes in legislation.

  7. Any changes in the Fee shall be notified to the Customer in advance and shall come into effect as from the contractual year following such notification.

  8. If the Customer does not wish to accept the change in the Fee, Customer may give notice of termination in the form set out in the Order Form

4. CUSTOMER OBLIGATIONS

  1. The Customer undertakes to use the Subscription Services in accordance with the Terms of Use of the Services.

  2. The Customer is obliged to pay the Consideration, within the timeframe indicated in the Order Form. In the event of late payment of the Consideration, the Company reserves the right to suspend the Subscription at any time.

  3. With regard to Accessiway Services, the Customer undertakes, for the entire duration of the Subscription Agreement, not to make, directly or through third parties, any form of transfer of employees or permanent collaborators of Accessiway, without the prior written permission of Accessiway. In this regard, the term "transfer of employees or permanent employees" is to be understood as any proposal for employment and/or cooperation in the European Economic Area, even on an occasional basis, which the Customer makes to Accessiway employees, directly or indirectly, through subsidiaries and/or affiliates, or through companies that control Accessiway, or in any other way, and which is carried out for the purpose of:

    • Employ employees or permanent collaborators of Accessiway to carry out similar activities to those carried out by the employee or collaborator for Accessiway, to the detriment of Accessiway itself; or

    • Engaging in acts of unfair competition or other conduct contrary to principles of professional fairness and good commercial practice under applicable law 

  4. The cases in which employees or permanent collaborators of Accessiway submit a spontaneous application remain expressly excluded from the scope of application of this Article, provided that such application has not been solicited, encouraged, or otherwise induced, directly or indirectly, by the other Party.

  5. The Customer, without prejudice to the foregoing, shall indemnify the Company for any sums that the Company itself may incur and/or be required to incur as a result of the Customer's liability, such as, but not limited to, legal fees, commissions and other costs.

5. LIMITATION OF LIABILITY OF THE COMPANY

  1. The overall liability of Accessiway towards the Customer, solely with respect to damages arising from minor negligence, shall in any case be limited to a maximum amount equal to the Fee due and paid by the Customer pursuant to the Subscription Agreement.

  2. Accessiway shall in no way be liable for any indirect, consequential or incidental, special, punitive damages, or losses of any kind (profits, contracts, data, etc.) that the Customer or any third party may suffer as a result of the Company's Services.

  3. It is understood that the limitations of liability set forth in the preceding clauses shall not apply in cases of willful misconduct or gross negligence.

  4. Accessiway shall not be liable for any damages resulting from force majeure events or unforeseeable circumstances beyond its will and/or control.

6. GUARANTEES

  1. The Company undertakes to perform the services with due care and professionalism appropriate to the nature of the engagement, acting in accordance with principles of fairness and in line with generally recognised industry practices.

  2. The Customer acknowledges that Accessiway may use, in the provision of accessibility software and services, material licensed under Open Source or other types of free licenses (by way of example but not limited to: WordPress, OpenCart, Wave, etc.). Therefore, the Customer acknowledges that, with regard to these types of material, Accessiway has no liability whatsoever, including for the absence of the aforementioned features or other defects of any kind and in general for any direct or indirect damage detected. The material used is in fact used "as is" (as it is found at the time of use) without any guarantee (implicit or explicit) and without the same being guaranteed to be free of defects (obvious or hidden) or to violate any rights of third parties. The Customer undertakes to accept and comply with the terms of the aforementioned licences.

7. INTELLECTUAL PROPERTY

  1. The Client expressly acknowledges and agrees that Accessiway, upon execution of the Subscription Agreement, does not transfer to the Client any intellectual property rights in the Accessibility Widget. The Accessibility Widget is protected by intellectual property rights belonging to Accessiway and/or its licensors. Nothing in this Agreement shall transfer to the Client any rights in such components beyond the license to use expressly granted herein. The Client acquires only the non-exclusive, non-transferable and revocable right to use the Accessibility Widget in accordance with the terms of this Agreement.

  2. Accessiway grants the Client a limited, non-exclusive and non-transferable license to use the Accessibility Widget solely for the Client's own internal and legitimate business purposes, in accordance with the terms and conditions set forth in this Agreement. Such license does not include the right to perform any of the following actions without the prior written consent of Accessiway: modify, reverse engineer, decompile, create derivative works, distribute, sublicense, rent, sell, lease, transfer or otherwise make the Accessibility Widget available to third parties.

  3. The Client acknowledges that Accessiway Platform, including its related tools, algorithms, dashboards and any other technological components made available by Accessiway, remain the exclusive property of Accessiway and/or its licensors. The Client is granted a limited, revocable, non-exclusive and non-transferable license to access and consult the Results generated by Accessiway Platform — meaning the reports, analyses and outputs of accessibility experts' activities made available through the dashboard — solely for the purposes set out in this Agreement. Such Results may not be used for any other purpose, nor for the creation of services or products under the Client's brand.

  4. The Client undertakes not to disclose, distribute, make available, share or otherwise transfer to third parties the Results and any other content accessible through Accessiway Platform without the prior written consent of Accessiway. Any unauthorized use shall constitute an infringement of the intellectual property rights of Accessiway and/or its licensors.

  5. In the event of a breach by the Client of the intellectual property provisions set out in this Article, Accessiway reserves the right to claim compensation for any damages suffered as a result of such breach.

  6. The provisions of this Article shall survive the termination or expiration of this Agreement, for any reason whatsoever.

8. MAJOR FORCE

  1. If a force majeure event occurs, the party that is prevented from performing its obligations shall notify the other party thereof within three (3) business days giving all relevant details and shall use its best efforts to remedy the situation immediately.

  2. Neither Party shall be liable for any non-performance of its obligations under the Contract to the extent that performance has been hindered, delayed or prevented by an event of force majeure communicated in accordance with this Clause and the time of performance of the hindered obligation(s) shall be postponed accordingly.

9. AUTHORISATION TO USE THE BRAND

  1. The Company shall not use the Customer’s trademark and logo.

  2. Such use shall be permitted solely subject to the Customer’s prior express consent, for commercial reference purposes and promotional activities, on a free-of-charge basis, through the communication channels of Accessiway and of the companies belonging to the team.blue N.V. group.

10. ASSIGNMENT OF RIGHTS

  1. The Company reserves the right to assign its rights and obligations under these Terms of Use to third parties, subject to the Customer’s prior written consent.

11. CONFIDENTIALITY AND PROMOTION

  1. Each party shall be bound, even during the course of the relationship, to keep confidential and proprietary information received by it confidential and to maintain it with security measures and care no less stringent than those applied to its own confidential information, ensuring adequate protection against unauthorised disclosure, reproduction or use. Confidential and undisclosed information shall mean that which is expressly marked as such by the Parties or which, because of its nature, is to be regarded as such.

  2. In no way, therefore, shall each party be authorised to divulge and/or disclose the other party's confidential and proprietary information, being bound to the utmost confidentiality and security in the handling of data, information, documents, procedures and/or any other confidential and/or proprietary information pertaining to the other party's activities or even indirectly connected thereto.

12. DATA PROTECTION

  1. The Parties acknowledge that the processing of the contact details of their respective points of contact is carried out exclusively for purposes related to the pre-contractual phase, the execution and the performance of this Agreement, with each Party acting as an independent data controller pursuant to Regulation (EU) 2016/679 (“GDPR”).

  2. In the event of the purchase of 1) the accessWidget service; 2) Accessiway Platform, as defined and more fully described in the Technical Annex, the Parties acknowledge that such service involves the processing of personal data on behalf of the Customer; accordingly, prior to the commencement of the service, the Parties undertake to enter into a specific data processing agreement pursuant to Article 28 GDPR.

  3. With reference to the purchase of all other services, each Party shall act as an independent data controller with respect to the processing of personal data, unless the specific project or service entails the processing of personal data on behalf of the Customer. In such case, the Customer undertakes to provide prior notice thereof to the Company, and the Parties shall enter into the relevant data processing agreement pursuant to Article 28 GDPR prior to the commencement of the relevant activities.

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13. ETHIC CODE

  1. Where the Customer has adopted a Code of Ethics and/or an organisational and compliance model, or any equivalent internal control and risk management framework aimed at preventing corporate misconduct or criminal liability under applicable law, the Company declares that it has taken note thereof, as published on the Customer’s institutional website.

  2. It is in any case understood and agreed between the Parties that the Company operates and acts exclusively in accordance with the Code of Ethics adopted by its parent company (https://i.tb-content.net/cms/f63401/code_of_conduct_team.blue.pdf) and undertakes to comply with the same in the performance of this Agreement, without this implying any obligation to adapt to, apply or comply with the Customer’s Code of Ethics and/or Model.

14. APPLICABLE LAW AND EXCLUSIVE JURISDICTION

  1. These general conditions of use are subject exclusively to  French law.

  2. The Court of Paris shall have exclusive jurisdiction, derogating from the jurisdiction of any other court, for any dispute arising from the Licence, interpretation and evaluation of the Subscription Agreement.

General Terms and Conditions for Subscription to Accessiway Services

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