Autoovy terms of service

1. Scope

These terms of service, hereinafter the "TOS", govern the conditions under which ABM INNOV, a single-member limited liability company (EURL) with share capital of 1 000,00 euros, whose registered office is located at 12 rue Jean Thévenin, 97431 La Plaine des Palmistes, registered with the RCS of Saint-Denis de La Réunion, hereinafter "ABM INNOV" or the "Provider", provides its professional clients with access to the Autoovy solution.

Autoovy is an online software solution, provided as SaaS, intended exclusively for professionals acting for the needs of their business. Depending on the subscribed plan, it notably allows access to management, automation, publishing, customer-relationship, white-label and activity-tracking features, and more generally to the modules available in the Autoovy workspace.

The TOS apply:

• to Standard Subscriptions taken out online on Autoovy or via associated websites;
• to options, additional modules and plan changes;
• to Specific Services covered by a separate quotation, including in particular advanced configuration, integration, specific development, support, training or advanced white labelling.

In the event of a conflict between these TOS and a quotation or specific contract signed by the Parties, the provisions of the quotation or specific contract prevail only for the scope they cover.

2. Definitions

"Client" means any professional, company, entrepreneur, organisation or entity that has subscribed to Autoovy or signed a quotation with ABM INNOV.

"User" means any natural person authorised by the Client to access Autoovy under the Client's responsibility.

"Service" means the Autoovy solution, its interfaces, modules, options, associated services, documentation and updates.

"Standard Subscription" means access to the Service taken out online, according to a published pricing plan or a plan presented to the Client, without specific development.

"Specific Service" means any customised service covered by a quotation, including in particular development, integration, migration, configuration, advanced white labelling or dedicated support.

"Client Data" means the content, files, data, commercial information, vehicle information, end-customer information, documents and personal data entered, imported or processed by the Client in Autoovy.

3. Acceptance of the TOS

The Client accepts these TOS:

• when creating an account or subscribing online, by ticking a box, confirming an order or any equivalent mechanism;
• when paying for a subscription or an option;
• when signing a quotation, purchase order or specific contract;
• or through actual use of the Service.

The Client represents that it has the authority, authorisation and capacity required to bind the organisation for which it subscribes to the Service.

As the Service is reserved for professionals, the Client acknowledges that it is not contracting as a consumer. No consumer right of withdrawal applies to subscriptions taken out for the needs of the Client's professional activity, unless a mandatory provision provides otherwise.

4. Standard Subscription taken out online

4.1 Subscription

The Client may take out a Standard Subscription online from Autoovy or any associated website. The features, limits, prices, duration, payment terms and any trial conditions are those displayed at the time of subscription.

Online subscription forms a contract between the Client and ABM INNOV as from the Client's confirmation of the plan.

4.2 Free trial

Where a free trial is offered, its duration, functional scope and limits are indicated at registration. ABM INNOV may limit the free trial to a single account per Client, company, domain or means of payment.

Unless otherwise stated at the time of subscription, the free trial does not automatically confer access to a paid plan without the Client confirming a paid plan. Where the trial is associated with a means of payment and automatic conversion, this information is indicated before registration is confirmed.

ABM INNOV may suspend or close a free trial in the event of abuse, fraud, manifestly excessive use, circumvention of limits or use contrary to these TOS.

4.3 Duration and renewal

The Standard Subscription is entered into for the duration chosen by the Client at the time of subscription: monthly, annual or any other displayed duration.

Unless terminated under the conditions set out in these TOS, the subscription is automatically renewed for successive periods of the same duration as the initial period, or according to the terms indicated at the time of subscription.

4.4 Plan changes

The Client may, where this feature is available, change plan, add or remove options from its customer area.

In the event of an upgrade or the addition of an option, the new price may be applied immediately, with prorating if the billing system so provides.

In the event of a downgrade or the removal of an option, the change takes effect according to the conditions displayed in the customer area, generally at the end of the current billing period.

The Client is responsible for checking that the plan change remains compatible with its uses, volumes, data, users, integrations and business needs.

5. Specific Services on quotation

Specific Services are not included in the Standard Subscription, unless expressly stated otherwise.

They are covered by a separate quotation specifying in particular:

• the scope of the service;
• the expected deliverables;
• the indicative timetable;
• the prerequisites to be provided by the Client;
• the financial terms;
• the acceptance procedures;
• any limits, exclusions or technical dependencies.

Signature of the quotation constitutes acceptance of these TOS and a firm commitment by the Client to the stated scope, price and conditions.

Unless otherwise stipulated in the quotation, Specific Services may be subject to payment of a 50 % deposit on order. The balance is due according to the schedule provided in the quotation or, failing that, upon delivery or making the service available.

Performance deadlines are given for information only, unless otherwise agreed in writing. They may be extended in the event of delay by the Client, lack of approval, a change in requirements, dependence on a third party or a reasonably unforeseeable technical difficulty.

6. Access to the Service

The Client accesses the Service by means of a web browser, an Internet connection and, where applicable, personal credentials assigned to Users.

The Client is solely responsible for:

• designating and managing its Users;
• the confidentiality of credentials;
• the access rights granted to its Users;
• actions carried out from its accounts;
• the security of its terminals, networks, browsers and internal systems;
• the accuracy of the information provided to ABM INNOV.

Any access to the Service using the Client's credentials is deemed to have been carried out by the Client, unless proven otherwise.

The Client must inform ABM INNOV without delay in the event of compromise, loss, theft or unauthorised use of a credential.

7. Authorised use and restrictions

The Client undertakes to use Autoovy in accordance with its intended purpose, these TOS, applicable laws and the available documentation.

The Client is prohibited, unless prior written authorisation is given by ABM INNOV, from:

• copying, modifying, translating, adapting, decompiling, disassembling or attempting to extract the source code of the Service;
• renting, selling, assigning, making available or distributing the Service to a third party outside the rights granted;
• circumventing the technical, pricing or functional limits of the subscribed plan;
• undermining the security, integrity, availability or operation of the Service;
• using the Service to store, publish or transmit unlawful, fraudulent, infringing, misleading content or content that infringes third-party rights;
• carrying out penetration tests, automated scans, mass extractions or abusive uses without prior written agreement;
• using Autoovy to develop or train a competing service, unless written agreement is given by ABM INNOV.

ABM INNOV may suspend access to the Service in the event of a serious breach, a security risk, fraudulent use, a payment incident or a request from a competent authority, under the conditions set out in these TOS.

8. Hosting, availability and maintenance

The Service is hosted by ABM INNOV or by its technical subprocessors. ABM INNOV implements reasonable means to ensure the availability, security and continuity of the Service.

Unless a specific service level commitment is provided in a plan, quotation or specific contract, ABM INNOV is bound by an obligation of means.

The Client acknowledges that the operation of a SaaS service depends in particular on the Internet, networks, cloud providers, third-party services, the Client's terminals and technical maintenance.

ABM INNOV may temporarily interrupt access to the Service for maintenance, updates, improvements, fixes, security or technical evolution. Where possible, planned maintenance is carried out so as to limit the impact on Clients.

ABM INNOV shall not be held liable for interruptions or degradations resulting from:

• a force majeure event;
• a failure of a network operator, cloud provider, payment provider, third-party service or external API;
• misconfiguration or misuse by the Client;
• an incident affecting the Client's equipment, software, access or networks;
• a malicious act, cyberattack or attempted intrusion despite the reasonable measures implemented.

9. Support

Standard support is provided by e-mail or by any channel indicated by ABM INNOV, from Monday to Friday, excluding public holidays, from 9h00 to 12h30 and from 14h00 to 17h00, Reunion time, unless otherwise indicated on the website or in the subscribed plan.

Standard support covers assistance with general use of the Service and the handling of reproducible anomalies.

The following are not included in standard support, unless otherwise agreed:

• personalised training;
• business consulting;
• advanced configuration;
• data migration or recovery;
• specific development;
• integration with third-party tools;
• correction of incidents caused by the Client or a third party;
• intervention on the Client's IT environment.

These services may be the subject of a specific quotation.

10. Third-party services and integrations

Autoovy may integrate, interact with or depend on third-party services, including in particular payment services, hosting, messaging, APIs, automation tools, artificial-intelligence services, mapping, communication or distribution.

Use of these third-party services may be subject to their own contractual terms, privacy policies, technical limits, prices or restrictions.

ABM INNOV is not responsible for unavailability, modifications, errors, limitations, deletions, refusals of access or pricing changes decided by third-party services.

Where the Client connects Autoovy to a third-party service, it warrants that it has the necessary rights and authorises ABM INNOV to exchange the data strictly necessary for the operation of the integration.

Payment data are processed by the payment provider indicated at the time of subscription. ABM INNOV does not retain full payment card numbers.

11. White labelling

Where the subscribed plan or the quotation so provides, the Client may benefit from white-label features, including in particular customisation of the name, logo, colours, domain, e-mails, documents or interfaces.

The Client warrants that it holds all necessary rights in the trade marks, logos, trade names, content, domains and elements provided to ABM INNOV.

White labelling does not transfer any ownership rights in Autoovy, its source code, architecture, modules, components, methods, developments, documentation or administration interfaces.

Depending on the level of customisation requested, white labelling may constitute:

• a standard option included in an online plan;
• or a Specific Service on quotation, including in particular in the case of a custom domain, DNS configuration, advanced integration, extensive graphic adaptation, a dedicated environment or particular requirements.

The Client remains solely responsible for its commercial relationship with its own customers, prospects, partners or end users when the Service is operated under its brand.

12. Financial terms

The applicable prices are those displayed at the time of online subscription or indicated in the accepted quotation.

Unless otherwise stated, prices are expressed exclusive of tax. Applicable taxes, including VAT, are added in accordance with the regulations in force.

Subscriptions are payable in advance, according to the chosen or indicated periodicity: monthly, annual or otherwise.

Specific Services are invoiced according to the conditions set out in the quotation. Failing any specification, they are payable upon receipt of invoice.

ABM INNOV may change its prices at any time for the future. Price changes applicable to an ongoing subscription are notified to the Client before they take effect. In the event of refusal, the Client may terminate the subscription concerned before the date on which the new price applies, unless a contrary firm commitment is provided in a quotation or specific contract.

13. Invoicing and payment

Invoices are issued by ABM INNOV or by its invoicing provider, in electronic format where applicable regulations so require or permit.

The Client undertakes to provide accurate and up-to-date information necessary for invoicing, including in particular company name, address, SIREN/SIRET, intra-Community VAT number where applicable, billing e-mail address and, where required, information relating to its approved electronic invoicing platform.

Payment may be made by payment card, direct debit, bank transfer or any other means offered by ABM INNOV.

In the case of online payment, the Client authorises ABM INNOV or its payment provider to debit the stated means of payment according to the periodicity of the subscription and the options taken out.

The Client must maintain a valid means of payment where the subscribed plan so requires.

14. Late or failed payment

Any late payment automatically entails, without any reminder being required, the application of late-payment penalties calculated at a minimum rate of three times the legal interest rate, or at any higher rate indicated on the invoice or quotation.

A fixed indemnity of 40 euros for recovery costs is also due for each invoice paid late. If the recovery costs actually incurred exceed that amount, ABM INNOV may claim additional compensation upon production of supporting documents.

In the event of a failed payment, a rejected direct debit or an unpaid invoice, ABM INNOV may notify the Client by e-mail or any other appropriate means. Failing regularisation within the stated period, ABM INNOV may suspend all or part of access to the Service until full payment of the sums due.

Suspension does not release the Client from its payment obligation. ABM INNOV may terminate the subscription or contract concerned after a formal notice remaining without effect for thirty (30) days, without prejudice to sums remaining due and any damages.

15. Termination of the Standard Subscription

The Client may terminate its Standard Subscription from its customer area where this feature is available, or by written request addressed to ABM INNOV.

Unless otherwise indicated at the time of subscription, termination takes effect at the end of the current billing period. Amounts already paid remain acquired by ABM INNOV and are not refunded, unless otherwise provided or in the event of proven fault on the part of ABM INNOV.

Where the Client has taken out an annual commitment or a firm term, the sums due until the end of the commitment remain payable, unless the plan or quotation provides otherwise.

ABM INNOV may terminate or suspend access to the Service in the event of a serious breach by the Client of these TOS, including in particular non-payment, a security breach, fraudulent use, infringement of intellectual property rights, unlawful use or conduct prejudicial to the Service, after notice remaining without effect where the breach can be remedied.

16. End of contract and reversibility

At the end of the subscription or contract, the Client's access to the Service may be deactivated.

The Client may request an export of its Data within sixty (60) days following the end of the contract. ABM INNOV makes available, where technically possible, an export in a standard format.

Any complex reversibility, migration, data transformation, support, specific extraction or extended assistance operation may be the subject of a quotation.

Upon expiry of the sixty (60) day period, ABM INNOV may delete or anonymise the Client Data, except where there is a legal retention obligation, an ongoing dispute, an evidentiary need or a contrary written agreement.

The Client is responsible for anticipating its export and retention needs before the end of its subscription.

17. Intellectual property

ABM INNOV retains full ownership of Autoovy, its source code, object code, architecture, technical bases, interfaces, features, documentation, trade marks, graphic elements, methods, know-how, algorithms, developments, models, connectors, scripts, components and updates.

For the duration of its subscription or of the applicable contract, the Client is granted a personal, non-exclusive, non-assignable and non-transferable right to use the Service for its internal professional needs or for the uses expressly authorised by the subscribed plan.

No ownership right is transferred to the Client merely by reason of subscription, payment, use of the Service or funding of a Specific Service.

Unless expressly assigned in writing, specific developments, configurations, modules, scripts, connectors, adaptations, methods and improvements made by ABM INNOV remain the exclusive property of ABM INNOV, including where they respond to a particular need of the Client.

The Client retains ownership of its Data and of the content it provides, subject to the rights necessarily granted to ABM INNOV to host, process, back up, transmit and technically operate those elements solely for the purpose of providing the Service.

18. Confidentiality

Each Party undertakes to keep confidential the technical, commercial, financial, strategic and contractual information, data, documents, access, methods, developments or non-public elements received from the other Party in connection with the contract.

This obligation does not apply to information:

• already public without fault of the receiving Party;
• legitimately known before it was communicated;
• received from an authorised third party;
• whose disclosure is required by law or by an administrative or judicial authority.

The confidentiality obligation shall survive for five (5) years after the end of the contract. For trade secrets, credentials, security measures, source code and highly sensitive information, the obligation continues for as long as such information has not become public without fault of the receiving Party.

19. Personal data

19.1 Roles of the Parties

In the context of the Client's use of Autoovy, the Client is the controller in respect of the personal data that it enters, imports or processes in the Service for its own purposes.

ABM INNOV acts as the Client's processor when it processes those data to provide, maintain, secure and technically improve the Service in accordance with the Client's instructions.

ABM INNOV may also act as a separate controller for its own processing, including in particular commercial management, invoicing, accounting, internal security, B2B prospecting, customer-relationship management and improvement of its services.

19.2 Subject matter, duration and purposes of the processing

The processing covers the hosting, storage, backup, maintenance, support, technical operation, securing and making available of Client Data in Autoovy.

The duration of the processing corresponds to the duration of the contract, plus the periods necessary for reversibility, deletion, legal archiving or the handling of a dispute.

The purposes are exclusively those necessary for the provision of the Service and the Client's documented instructions.

19.3 Categories of data and data subjects

Depending on the Client's use, the data processed may include:

• identification and contact data;
• professional data;
• data relating to the Client's customers, prospects, partners or suppliers;
• data relating to vehicles, files, documents, exchanges, quotations, invoices, publications or operations managed in Autoovy;
• technical logs, connection traces and security data;
• any other data entered or imported by the Client under its responsibility.

Data subjects may be the Client's Users, its staff, end customers, prospects, partners, suppliers, business contacts or any person whose data are processed by the Client in Autoovy.

The Client undertakes not to enter into Autoovy any sensitive data within the meaning of the GDPR, unless the plan, quotation or a written agreement of ABM INNOV expressly so provides and the necessary safeguards are in place.

19.4 ABM INNOV's obligations as processor

ABM INNOV undertakes to:

• process the data only on the Client's documented instructions, including these TOS;
• ensure the confidentiality of the data processed;
• ensure that persons authorised to process the data are subject to a confidentiality obligation;
• implement reasonable technical and organisational measures to protect the data;
• reasonably assist the Client, to the extent possible, in responding to data subjects' requests to exercise their rights;
• inform the Client if an instruction appears to it to be contrary to the GDPR or to another applicable data-protection rule;
• make available to the Client the information reasonably necessary to demonstrate compliance with its processor obligations;
• delete, anonymise or return the data at the end of the contract, according to the reversibility conditions set out in these TOS.

19.5 The Client's obligations as controller

The Client undertakes to:

• determine the purposes and essential means of its processing;
• have an appropriate legal basis for the data processed;
• inform data subjects in accordance with the GDPR;
• respect the rights of data subjects;
• process only adequate, relevant and necessary data;
• define and comply with its retention periods;
• document its instructions to ABM INNOV;
• indemnify ABM INNOV against any claim relating to processing decided by the Client or to data that it has entered into the Service.

19.6 Subsequent processors and hosting

The Client authorises ABM INNOV to use subsequent processors for the needs of the Service, including in particular hosting, backup, monitoring, support, payment, e-mail, security, technical analytics or integration services.

ABM INNOV ensures that its subsequent processors are subject to obligations compatible with these TOS and the GDPR.

Client Data are hosted within the European Union, unless otherwise stated in the plan, quotation, documentation or a written agreement of the Client. In the event of a transfer outside the European Economic Area, ABM INNOV implements an appropriate transfer mechanism in accordance with the GDPR.

ABM INNOV may make available to the Client, upon reasonable request, useful information relating to the main categories of processors used to provide the Service.

19.7 Personal data breach

In the event of a personal data breach affecting Client Data, ABM INNOV informs the Client without undue delay after becoming aware of it, so as to enable the Client to comply with its own obligations.

The Client remains responsible for assessing the risk, maintaining its register of breaches and, where applicable, notifying the CNIL or the data subjects, unless a written agreement expressly entrusts certain steps to ABM INNOV.

19.8 Audit

The Client may request the information reasonably necessary to verify ABM INNOV's compliance with its processor obligations.

Any on-site audit or intrusive technical audit must be agreed in writing in advance, limited to the strictly necessary scope, carried out by an independent auditor bound by confidentiality, and must not compromise the security, confidentiality or availability of the Service or the data of other clients.

Audit costs are borne by the Client, except in the event of a proven breach by ABM INNOV.

20. Security

ABM INNOV implements reasonable security measures adapted to the nature of the Service, which may include in particular access control, encryption of communications, backups, logical segregation, logging, monitoring, security updates and limitation of internal access to authorised persons.

The Client remains responsible for its own security, including in particular:

• choice of strong passwords;
• activation of available security options;
• management of User rights;
• withdrawal of access from former staff;
• protection of its terminals and networks;
• vigilance against phishing, impersonation or unauthorised access.

As no system is invulnerable, ABM INNOV does not guarantee absolute security, but undertakes to implement reasonable means to prevent, detect and handle incidents.

21. Liability

ABM INNOV is bound by an obligation of means in the performance of these TOS, unless an express contrary commitment is given.

ABM INNOV may be held liable only for direct, personal and certain damage resulting from a proven fault attributable to it.

To the extent permitted by law, indirect damage is excluded, such as loss of turnover, loss of margin, loss of custom, operating loss, reputational harm, loss of opportunity, interruption of activity, replacement cost, commercial prejudice or loss of data attributable to the Client or a third party.

Except in the event of gross negligence, wilful misconduct, bodily injury or other liability that cannot legally be limited, ABM INNOV's total liability under a contract is limited to the total amount exclusive of tax actually paid by the Client to ABM INNOV for the Service concerned during the twelve (12) months preceding the event giving rise to the damage.

The Client is responsible for use of the Service, its Data, its configuration choices, its business decisions, its legal and regulatory obligations, and its relationship with its own customers, prospects, partners and end users.

22. Force majeure

Neither Party may be held liable for a delay or failure resulting from a force majeure event within the meaning of French law, including in particular a natural disaster, fire, flood, external labour dispute, war, terrorist attack, epidemic, administrative decision, major network outage, large-scale cyberattack, generalised failure of an essential provider, or any unforeseeable, irresistible and external event preventing normal performance of the contract.

The affected Party informs the other Party without undue delay and implements reasonable efforts to limit the effects of the event.

23. Insurance

Each Party undertakes to maintain, for the duration of the contract, professional civil liability insurance covering the direct damage that may be caused to the other Party in the performance of the contract.

A certificate of insurance may be requested by the other Party upon reasonable request.

24. Non-solicitation of staff

During the term of the contract and for twelve (12) months following its end, the Client undertakes not to solicit or hire, directly or indirectly, any employee, collaborator, contractor or contributor of ABM INNOV who took part in the performance of the contract, unless prior written agreement is given by ABM INNOV.

In the event of a breach of this obligation, the Client shall pay ABM INNOV a fixed indemnity equal to twelve (12) months of gross remuneration or average billing of the person concerned, without prejudice to any additional proven damage.

25. Commercial references

Unless the Client objects in writing, ABM INNOV is authorised to mention the Client's trade name, company name, logo and a general description of the Client's project as a commercial reference, including in particular on its website, commercial materials, presentations or professional communications.

The Client may withdraw this authorisation at any time by written request. The withdrawal will be taken into account within a reasonable period for digital materials, and upon the next reprints or updates for printed or already distributed materials.

26. Amendment of the TOS

ABM INNOV may amend these TOS to take account of the evolution of the Service, its plans, its organisation, regulation or its technical constraints.

The applicable version is the one accepted by the Client at the time of subscription, renewal, signature of the quotation, or continued use of the Service after notification of an amendment.

Substantial amendments applicable to an ongoing subscription are notified to the Client by e-mail, in the customer area or by any other appropriate means, with reasonable notice. In the event of disagreement, the Client may terminate the subscription concerned before the amendment takes effect, unless a contrary firm commitment is provided in a quotation or specific contract.

27. Assignment

The Client may not assign, transfer or convey all or part of its rights or obligations under the contract without prior written agreement of ABM INNOV.

ABM INNOV may assign or transfer the contract to any affiliate, successor, acquirer, purchaser of a going concern or entity succeeding to ABM INNOV's rights, provided that it informs the Client and maintains the essential obligations of the contract.

28. Evidence

Computer records, connection logs, payment histories, online confirmations, e-mails, invoices, signed quotations and data retained in ABM INNOV's systems may be used as evidence, unless proven otherwise.

The Client accepts that online confirmation of the TOS, of a plan, of an electronic quotation or of a payment has the same evidential value as a handwritten signature, subject to applicable mandatory rules.

29. Governing law and dispute resolution

These TOS are governed by French law.

In the event of difficulty, the Parties shall endeavour to find an amicable solution before any legal action. The more diligent Party shall notify the other Party of the subject of the dispute and the information useful for its resolution.

Failing an amicable agreement within thirty (30) days of that notification, any dispute relating to the validity, interpretation, performance or termination of these TOS shall be submitted to the competent courts of the district of ABM INNOV's registered office, including in summary proceedings, third-party proceedings or where there is more than one defendant, unless a mandatory provision provides otherwise.