You will find hereafter the General Terms and Conditions which detail the terms and conditions of sale of our services.
Talkspirit is a platform operated by Talkspirit, a simplified joint stock company with a capital of 16,000 euros, whose registered office is located at 72, rue du Faubourg Saint-Honoré in Paris (75008), registered with the Paris Trade and Companies Registry under the identification number 479 109 332 and whose intra-community VAT number is FR50 479 109 332 (the "Provider").
Talkspirit (the "Platform") allows any legal entity or group of individuals or legal entities (the "Organization") to access different communication services centralized and managed within a single interface, according to the presentation and user guide appearing at this address: https://help.talkspirit.com.
Various services are thus offered on the Platform (the "Service(s)"), including:
- sharing of publications within groups of users (the "Group(s)");
- access to integrated instant messaging;
- file sharing within Groups;
- integration and centralized use of various applications (the "Application(s)"); and
- access to a search engine for data shared on the Platform.
The Organisation, professional within the meaning of the French Consumer Code and acting within the scope of the exercise of its profession, acknowledges that it has the required capacity to subscribe to the aforementioned Services, declares that it has read these General Terms and Conditions and has accepted them.
Capitalised terms and expressions when used in the Contract have the following meanings:
"Organization Access" bears the meaning attributed to it in Article 2.1.1;
"Director" bears the meaning attributed in Article 2.1.2;
"Affiliate(s)" refer(s) to any legal entity controlling or controlled by the Organization in accordance with the provisions of Article L. 233-3 I and II of the French Commercial Code;
"Application(s)" has the meaning attributed to it in the preliminary statement;
"Bug" refers to any error in the design, implementation, or programming of the Platform that prevents the normal use of all or part of the Platform and/or causes an incorrect result or action when the Platform is used in accordance with instructions;
"Contract" bears the meaning attributed to it in Article 1.1;
"Guest(s)" bears the meaning attributed to it in article 2.1.2;
"Group" bears the meaning attributed to it in the preliminary presentation;
"Member(s)" bears the meaning attributed to it in article 2.1.2;
"Organization" bears the meaning set out in the Preliminary Submission;
"Party(ies)" refers to the Service Provider and the Organisation;
"Platform" has the meaning set out in the Preliminary Submission;
"Service Provider" has the meaning set out in the Preliminary Submission;
"Service(s)" has the meaning set out in the Preliminary Submission; and
"Third Party" means any natural or legal person or other entity, which is not a Party to this Agreement.
The rules set out below shall apply to the interpretation of the Contract:
(a) the headings of the Articles and Schedules are included for convenience and shall not affect the interpretation of any of the provisions of the Agreement;
(b) the use of the terms "including," "in particular," or "in particular" implies that the following list is not exhaustive or limiting;
(c) the term "or" is not exclusive;
(d) the definition attributed to a singular term also applies to that term when used in the plural and vice versa. The same applies to the use of the masculine or feminine gender;
(e) the counting of time periods expressed in days, months or years must be done in accordance with the provisions of articles 640 to 642 of the Code of Civil Procedure;
(f) any reference to a Party includes a reference to its heirs, successors and assigns; and
(g) any reference to a document is to that document as it may be amended or replaced (other than in violation of the terms of the Agreement).
The purpose of the Contract is to define the terms and conditions applicable to access to the Platform and the Services subscribed to by the Organisation.
The Service Provider grants the Organisation, which accepts after having fully tested the Platform and its various Services with all due knowledge of its choice, a right, under the strict conditions of Article 5, to access and use the Platform and application Services throughout the duration of the Contract. The Parties agree that the said right of access and use is also recognised, under the Organization's entire responsibility, to the Affiliates.
The Organization may not transfer all or part of the rights and obligations resulting from this Contract without the prior written agreement of the Service Provider.
It is specified that for the proper performance of the present Contract, the Organisation undertakes to notify the Service Provider as soon as possible of any change in its correspondence address (email or post office box). The Service Provider shall in no way be liable for the consequences of the Organisation's failure to notify the Service Provider of such change.
The Platform is accessible via the organisation access (the "Organisation Access") at the following web address:
It is also accessible via the Talkspirit mobile application available and optimised for the latest versions of Android and iOS mobile as specified in the knowledge base at the following web address: https://[organisation-name].talkspirit.com.
The Organisation Access is carried out from any compatible computer or mobile using the identifiers created. It allows access to the administration and management parameters of the Platform, including the possibility of designating one or more Administrators (as this term is defined in paragraph 2.1.2 below).
The access identifiers created are personal and confidential. The Organisation undertakes to make every effort to keep the identifiers secret and not to disclose them in any form whatsoever.
The Organisation is entirely responsible for the use of the said identifiers. It shall ensure that no other person not authorised by the Provider has access to the Platform Services. In the event that the Organisation becomes aware that another person is accessing these services, the Organisation shall inform the Provider without delay and confirm this by registered mail.
In the event of theft or loss of the identifiers, the Organisation shall inform the Provider without delay and confirm this by registered mail.
The Organisation has the possibility via its Organisation Access to open access to one or more administrators (the "Administrator(s ) "). Connection identifiers are then provided to the said Administrators subject to the provisions of the last three paragraphs of paragraph 2.1.1 above.
The Administrator has the possibility in particular of opening, restricting or closing user access to the Platform. The Administrator opens access to the Platform via a member account (the " Member( s)") or an invitation (the " Guest (s)") under the conditions of paragraph 2.1.3 below.
The Organisation may restrict or close the access of the Administrators to the Platform at any time.
Member or Guest Access is managed via Organisation or Administrator Access. Connection identifiers are then provided to the said Member or Guest subject to the provisions of the last three paragraphs of paragraph 2.1.1 above.
A Member has the possibility, depending on the authorisations that have been granted to him or her, unlike a Guest, to access, create and possibly manage a Group. A Guest can only access the Groups that have been opened to him/her.
The characteristics of the various aforementioned accesses are specified in the user guide.
Notwithstanding the provisions of the general terms and conditions of use of the Platform, the Provider reserves its actions and recourse against the Organization and/or its Affiliates, acting as guarantors, to the exclusion of any recourse against any Third Party, including the Administrators, Members and/or Guardians.
Consequently, the Provider reserves the right to take legal action, on any basis and directly against the Organisation and/or its Affiliates in the event of prejudice of any nature whatsoever caused by the Directors, Members, Guardians and/or any Third Parties, in order to ensure that the Organization and/or its Affiliates repair all the harmful consequences caused by these Third Parties. Consequently, the Organisation and its Affiliates shall ensure that the conditions of use of the Platform are respected by its various users.
The Organisation is informed of the possibility of having users submit to the Platform, on the Platform and prior to any use of the latter, general conditions of use, the content of which it shall be free to define. These conditions must nevertheless comply with the present terms and conditions as well as with the general terms and conditions of use of the Platform established by the Service Provider and accessible here. In the event of any contradiction between the general terms and conditions of use of the Organisation and any of the aforementioned documents, they shall be disregarded and said documents shall legally prevail.
The Service Provider makes the Services available to the Organization via the Platform accessible on its servers via the Internet 24/7, with the exception of scheduled maintenance periods communicated in advance via the https://talkspirit.statuspage.io service.
In order to guarantee the proper functioning of the Platform, it is specified that the Platform is optimized for the latest versions of the Internet Explorer, Chrome and Firefox browsers. The Service Provider is not responsible for the correct installation and operation of the browsers on the Organisation's workstations.
The Service Provider reserves the right to update and make functional changes to the Platform at any time. The Service Provider will communicate on the status of the service, updates and functional changes that will imply a temporary unavailability of the Services at the following address: https://talkspirit.statuspage.io.
The Organization is also warned of technical hazards and access interruptions that may occur. As a result, the Service Provider may not be held liable for any unavailability or slowdown of the Services.
The Organization will not expose the Platform to any risk of piracy or attempt to undermine the vulnerability of the Platform and its security system. Consequently, the Organization shall implement all appropriate measures to provide reasonable assurance of preventing the aforementioned risks or any other risks likely to affect the Platform and its host.
In the event that the Organisation wishes to carry out a security audit of the Platform's infrastructure, it shall bear the entire financial cost and shall inform the Service Provider in advance of the conditions for carrying out such an audit
The Service Provider undertakes to implement regular checks to provide reasonable assurance that the Organization can access and use the Platform under the conditions set out herein.
A help desk is available on the Platform at the following address: https://help.talkspirit.com. This service is intended to provide assistance in using the Platform and possibly to correct any Bugs.
Any malfunctioning of the Platform that is directly or indirectly due to a foreign cause and, in particular, an error of use by the Organization and/or any third party or a disaster is expressly excluded from the help desk.
The Organization may, however, in the event of loss or corruption of data, request the assistance of the Service Provider to recover all or part of said data. The Service Provider will analyze the feasibility of data recovery and will then proceed to a mutually agreed additional charge.
The Applications compatible with the Platform are mentioned in the user guide.
It is specified that the above-mentioned list of Applications is subject to change. For each of these Applications, users of the Platform may need to enter the corresponding identifiers and passwords on the Platform. In addition, Platform users undertake to use via the Platform only those accounts of said Applications that they fully own.
Offers giving access to the Services are presented at the following address: https://www.talkspirit.com/pricing
Depends on the offer chosen, particularly:
The selection of the bid by the Organization is its sole and entire responsibility.
At the end of the subscribed Offer, the Contract is automatically renewed under the same conditions.
The Organization may, at any time during the performance of the Contract, modify the Offer subscribed to in the "Subscription" section of the Organization's administrator area, but only in the following cases:
- the modification of the Offer by the Organization contributes to increasing the number of users of the Platform: the modification of the Offer takes effect immediately and the Organization is subject to the new financial conditions for the period running from the date of the modification of the Offer
- the modification of the Offer by the Organization consists in switching from a monthly subscription to an annual subscription: the change in duration is made at the expiry of the Offer initially subscribed to and the price is automatically updated on that date;
For any other modification contributing in particular to a reduction in the number of users of the Platform or consisting of a change from an annual subscription to a monthly subscription, the Organization will be required to wait until the Offer initially subscribed for has ended. None of these modifications may be made for the duration of the Contract.
The Organization remains the owner of all data it communicates in the context of the use of the Platform.
The Organization expressly authorizes the Service Provider to host the said data on the server freely chosen by the latter and to use them in particular for the purposes of the Platform's operation, but also to use them for statistical purposes.
The Service Provider shall ensure that the server chosen for such hosting shall use the appropriate means to ensure the integrity of the establishment and conservation of the data, as well as the protection and confidentiality of the collection, storage and processing of the Organization's data.
In the context of the use of the Platform, the Service Provider may be required to process the following personal data: Name, First name, Date of birth, IP address, Telephone number, Social network identifiers.
The categories of persons concerned by this processing are all users of the Platform whose access has been opened by the Organisation in accordance with the provisions hereof.
This data is collected from all users of the Platform solely for the following purposes:
- the provision of the Services, including assistance and support to users;
- analysis of the use of the Services and associated statistics with a view to improving the performance of the Platform;
- to meet the legal and regulatory obligations applicable to the Service Provider.
The data shall be kept for the duration of the provision of the Services and at the latest for a period of seven (7) days from the end of the Contract for any reason whatsoever.
The Provider undertakes under the terms of the Contract, at the choice of the Organisation, to:
- delete all personal data and existing copies thereof unless Union or national law requires the retention of such data;
- return such data to the Organisation within seven (7) days. The choice of the Organisation must be notified to the Service Provider at the latest fifteen (15) days before the end of the Contract for any reason whatsoever. In the absence of such a choice within the aforementioned period, all of the aforementioned data will be destroyed without prior notice by the Provider.
The Organisation has the right to export the hosted data at any time during the performance of the Agreement, with the exception of personal messages exchanged by users and their conversations in private chat rooms.
Within the meaning of EU Regulation 2016/679 of 27 April 2016, the Service Provider shall only act as a processor for the Organization in the context of the processing of personal data.
Consequently, only the Organization shall determine the purposes and means of the processing of personal data. Personal data shall be processed by the Service Provider only on the documented instructions of the Organization, including transfers of personal data to a third country or to an international organization, unless the Service Provider is required to do so by Union or national law; in this case, the Service Provider shall inform the Organization of this legal obligation prior to processing, unless the law concerned prohibits such information for important public interest reasons.
If the Contractor considers that an instruction constitutes a violation of EU Regulation 2016/679 of 27 April 2016 or any other provisions of Union or national law relating to the protection of personal data, it shall immediately inform the Organization.
The Service Provider undertakes to ensure that the following obligations regarding personal data are respected by its staff or the service providers it uses for the execution of the present contract:
- not to take any copies of the documents and information or media entrusted to it, except those necessary for the execution of the present Contract or with the prior agreement of the Organization and more generally to guarantee the confidentiality of personal data;
- not to use the documents and information processed for purposes other than those specified in the present Contract;
- to take all the security measures required by Article 32 of EU Regulation 2016/679 of 27 April 2016. These measures shall be taken taking into account the state of knowledge, the costs of implementation and the nature, scope, context and purposes of processing as well as the risks, the degree of probability of which varies, to the rights and freedoms of the persons concerned by the processing of their personal data.
In addition, the Service Provider undertakes, throughout the duration of the Contract, to:
- to assist, as far as possible, the Organization in fulfilling all its obligations relating to requests made by data subjects to exercise their rights under Chapter III of EU Regulation 2016/679 of 27 April 2016, including in particular requests for access, rectification, erasure (right to oblivion), restriction of processing, objection or portability;
- make available all information necessary for the Organization to (i) demonstrate compliance with the obligations provided for in Article 28 of EU Regulation 2016/679 of 27 April 2016 and (ii) to enable it to carry out audits or inspections, including by any Third Party mandated by the Service Provider; and
- notify the Organization of any personal data violation after becoming aware of it]. Such notification shall be accompanied by any useful documentation to enable the Organization, if necessary, to notify the competent supervisory authority of such violation.
The Organization authorizes the Service Provider to use any subcontractor of its choice for the execution of the present contract. The Contractor shall inform the Organization of any planned changes regarding the addition or replacement of other subcontractors, giving the Organization an opportunity to object to such changes. This information shall include the processing activities subcontracted, the identity and contact details of the subcontractor and the dates of the subcontract. The Organization shall have a period of 15 calendar days from the date of receipt of this information to submit its objections. Such subcontracting may be carried out only if the Organization has not raised any objections within the aforementioned time limit.
The Service Provider undertakes that the said subcontractor(s) shall be subject to the same data protection obligations to which it is subject hereunder, it being specified that where the other subcontractor does not comply with its data protection obligations, the Service Provider shall remain fully responsible to the Organization for the performance by the other subcontractor of its obligations.
Under these conditions, the Service Provider informs that it will, for the time being, have recourse to the following subcontractors:
- OVH, 2 rue Kellermann - 59100 Roubaix - France.
The Organization commits itself to:
- to respond within the time limits provided for by EU Regulation 2016/679 of 27 April 2016 to requests from users in the event that they exercise their rights, with regard to the data subject to the subcontracting provided for in this Contract
- to be able to demonstrate that the persons concerned by the collection of their personal data have freely given their consent
- comply with all provisions of EU Regulation 2016/679 of 27 April 2016 and national laws applicable to the processing of personal data
- document in writing any instructions regarding the processing of data by the Service Provider
- supervise the processing, including carrying out, at its own expense, audits and inspections at the Service Provider's premises
The Service Provider grants the Organization a personal, non-exclusive, non-assignable and non-transferable right to use the Services for the duration of the Contract.
This Agreement does not confer any ownership rights to the Services. The temporary provision of the Services cannot be construed as the transfer of any intellectual property right to the Organization.
The Organization undertakes to use the Platform only in accordance with its needs. The present licence is granted solely and exclusively to enable the Organization to use the Services to the exclusion of any other purpose in accordance with their intended purpose.
The Organization may under no circumstances make the Services available to a Third Party, other than its Affiliates, and strictly prohibits itself from any other use, in particular any adaptation, modification, translation, arrangement, distribution, decompilation, without this list being exhaustive.
The Organization furthermore refrains from reproducing any element of the Platform or any documentation concerning it, by any means, in any form and on any medium whatsoever.
The Service Provider does not guarantee the compatibility and interoperability of the Platform with other software of the Organization. Compatibility and interoperability of the Platform require additional IT development to be carried out by the Service Provider. This development may be carried out at the Organization's request and will then be invoiced by the Service Provider under the conditions determined by the Parties.
Additional services may be provided by the Contractor at the request of the Organization. These services shall be performed by mutual agreement and invoiced by the Contractor under conditions to be determined by the Parties.
The Organization is obliged to ensure that its use of the Platform complies with the legal provisions, regulations and the general conditions of use of the Platform set out here. The Service Provider does not give any guarantee to the Organization that the use of the Platform, which it makes or intends to make, complies with the legal and regulatory provisions.
The Organization is liable to the Service Provider for the use of the Platform by the Administrators, Members, Guests or any Third Parties.
The Service Provider does not control the use of the Platform made by the Organization and the various data and information entered by the latter and by any third party, including the Guests. The Service Provider shall in no way be held responsible for this content.
The Organization is therefore solely responsible for the content, conditions and consequences of the dissemination or non-dissemination of content via the Platform. It must then ensure compliance with the legal and regulatory conditions and deal with all disputes.
The Organization undertakes not to enter content that may undermine public order or morality, provoke protests from third parties, or contravene the legal provisions in force.
Consequently, it is expressly agreed that in the event that the Service Provider is challenged, in any capacity whatsoever, in any country whatsoever, by a third party on the basis of an industrial and/or intellectual property right relating to an item directly or indirectly (for example, by the Intervenors) provided by the Organization, by an Administrator, by a Member, by a Guest or by any Third Party, the Organization undertakes to fully indemnify the Provider against any direct and/or indirect economic and financial consequences (including the costs of proceedings and defence) arising from such claims.
The Organization shall ensure that the data is sent to the Platform and may not hold the Service Provider liable on any grounds whatsoever for the non-receipt or loss of the data transmitted. The Organization shall then ensure that a backup of the data transmitted is kept.
The Parties agree that all data exchanged by users in the context of personal messages or chat messages from the Platform shall be destroyed by the Service Provider without prior notification of the Organization. Consequently, the Organization shall not be entitled to demand the return of all or part of this data from the Service Provider.
During the performance of the Contract, the Organization may also extract the data entered and generated by the Platform, under the conditions specified in the user guide. The Organization must therefore equip itself, at its own expense, with the tools and skills required to use this data.
The analyses and statistics provided by the Platform are merely indicative. Consequently, the Organization is solely responsible for the consequences of the use of these analyses and statistics. It may not claim and seek to hold the Service Provider liable on any grounds whatsoever, in particular because of the financial and commercial consequences directly or indirectly related to these analyses and statistics.
The Service Provider carries out its activity within the framework of an obligation of means and declares to the Organization that:
- the technical services provided for herein, including in particular the hosting of the Organization's data or the provision of administrative tools to manage and run the Platform, will be carried out with the care and diligence necessary to provide a reliable and good quality Service
- the Services are not, to the best of the Service Provider's knowledge, the subject of any dispute by Third Parties. Consequently, it is expressly agreed that in the event that the Organization is challenged, in any capacity whatsoever, in any country whatsoever, by a Third Party on the basis, in particular, of an industrial and/or intellectual property right relating to an element of the Platform provided by the Service Provider, the Service Provider undertakes to fully guarantee the Organization against the direct and/or indirect economic and financial consequences (including the costs of proceedings and defence) arising from such claims
- the identification data of the Internet users of the Service to the judicial and/or administrative authorities who would make the request will be transmitted without delay
- access to any litigious content that may infringe French and/or Community legislation may be suspended without prior information
However, the Service Provider shall not be held liable in the event of:
- temporary disruptions of the Services necessary for the proper functioning and/or development of the computer system in order to improve its performance and/or maintenance
- operating difficulties or temporary interruption of its services beyond its control, particularly in the event of interruption of electricity or telecommunications services
- improper use of the Services by its users
In the event that the Service Provider is found guilty, it is expressly agreed that its liability shall be limited by mutual agreement to the amount of the fees actually paid by the Organization under this Contract.
Each Party expressly undertakes to comply with the regulations applicable to its own activities. Each of the Parties further undertakes to always behave, with respect to the other and to users, as a loyal partner and in good faith.
In any event, each of the Parties shall under no circumstances be liable for any indirect or unforeseeable loss or damage of the other Party, including in particular any lost profit, inaccuracy or corruption of files or data, commercial prejudice, loss of turnover or profit, loss of clientele or loss of opportunity related in any way and on any basis whatsoever to this Agreement.
Each of the Parties may not be held liable for any delay or non-performance of this Contract justified by a case of force majeure, as defined by the case law of the French courts and tribunals.
The Organization shall be liable to pay a monthly or annual flat-rate fee, the amount of which shall be fixed according to the Offer selected.
VAT may be payable by the Organization to the Contractor in accordance with the applicable Community provisions. Consequently, the Organization undertakes, at the Service Provider's request, to provide accurate and real information on its legal and tax situation.
For a monthly subscription, the monthly fee shall be paid on the date of conclusion of the Contract and on each monthly anniversary date of its conclusion, as follows:
- By credit card: Visa, MasterCard, American Express.
- By bank transfer (only for an annual subscription)
- By direct debit
For an annual subscription, the annual subscription price must be paid in full on the day the order is placed in accordance with the abovementioned terms.
Payment data is exchanged in encrypted mode.
Payments made by the Organization will not be considered final until the Service Provider has actually received the sums due. Access to the Services will then be opened once the sums have been duly cashed.
Without prejudice to possible damages, failure by the Organization to pay a single installment by the due date shall automatically result in the application of late payment interest equal to three times the legal interest rate, without prior formal notice and from the first day of delay, plus additional bank and management fees. The Organization and the Users shall also cease to access the Platform's services.
An invoice shall be drawn up by the Service Provider and submitted to the Organization as soon as payment has been made.
In the event of a breach by one of the Parties of its contractual obligations, the Contract may be terminated by the other Party by operation of law within fifteen (15) days after a letter of formal notice sent by registered mail with acknowledgement of receipt has been sent and has remained without effect. This formal notice shall indicate the defect(s) observed.
Once the Contract is terminated for any reason whatsoever (in particular if it is cancelled, terminated or comes to an end), all of the Organization's data, without prejudice to the specific stipulations relating to personal data in Article 4.2.1, may be destroyed without prior notice by the Service Provider. Consequently, the Organization shall keep a backup of such data before deleting its member account.
The Organization shall refrain, throughout the duration of the Contract and for a period of one year from the termination of the Contract for any reason whatsoever, from developing or having developed a platform likely to compete with that of the Service Provider, and this in any form and in any manner whatsoever, including by acquiring a stake in a company carrying on an activity similar to that of the Service Provider
The Organisation shall refrain from developing or marketing or having developed or having developed or having marketed by any third party a platform, application or any software likely to compete directly or indirectly with the Platform, which is the subject of the Contract, and this for the entire duration of the Contract and including one year from the end, for any reason whatsoever, of the Contract.
The Organization authorizes the Service Provider to communicate on any medium and by any means the existence of the Organization's listing under this Contract to the Service Provider. To this end, the Service Provider may use the Organization's logo on its website or on any other communication medium. The Service Provider shall, however, submit to the Organization the medium on which its logo will be used prior to any communication.
This contract is governed by French law.
The computer systems and files shall be authentic in the relations between the Parties.
Thus, the Service Provider may validly produce in the context of any proceedings, for purposes of proof, data, files, programs, recordings or other elements, received, transmitted or stored by means of the computer systems operated by the latter, on any digital or analog media, and rely on them except in the case of manifest error.
Any dispute arising from the interpretation, performance, non-performance or consequences of this contract shall be submitted, in the event that the dispute is brought before the civil courts, to the Paris Commercial Court.