1. Definitions

Solution”: an online platform enabling the management of analysis, information and documents related to the Corporate Network Performance (“CNP”) of companies on Governance, Finance, Operational Capability, Sustainability and Reputation, accessible at www.fiftyfor.com (including all subdomains thereto), the related mobile application ("App"), and all other online services or properties under FiftyFor’s partial or complete control.
Service” Corporate Network Performance monitoring service, which FiftyFor operates on behalf of Clients.
Client(s)”: any company subscribing to the Solution enabling the former to access to information regarding its CNP regarding its customers, suppliers and business partners.
Company(ies)”: any business registering on the Solution to provide information on its Corporate Network, upon request by a Client or voluntarily
Business Users” means both Companies and Clients

“User(s)” means individual(s) accessing or using the Service

FiftyFor only offers accounts on behalf of business entities and does not offer personal accounts on behalf of individuals. User represents and agrees that (i) his/her is entering into this agreement on behalf of the company or other legal entity (collectively, the “Business User”) that User may specify, (ii) that User’s account is for, and held in the name of, the Business User (and not any individual), (iii) such Business User has full legal capacity and is in good standing in the jurisdiction in which it is formed, (iv) User has full legal capacity and authority to bind himself/herself individually and such Business User to the Agreement, and (iv) the terms "he/she" or "his/her,” as used herein shall, unless the context otherwise reasonably requires, refer to both (A) such Business User, and (B) the individual or individuals (the “User(s)”) accessing or using the Service as authorized by such Business User; provided, however, that each such Individual User(s) shall remain vicariously liable and be required to comply with the Agreement even though the account may be held in the name of the Business User. If you do not meet the requirements above, or if you do not agree with these terms and conditions, you may not use the Service.

2. Subject

FiftyFor operates a Service on behalf of Business Users aimed at monitoring the CN Performance of Companies.
Access to this Service and use of the Solution are strictly subject to the respect of these General Terms & Conditions (hereinafter collectively referred to as the “Agreement”).

3. Confidentiality

3.1 FiftyFor and the User undertake to respect the confidentiality of all information and documents of any nature whatsoever concerning the other Party, to which they might have access during the use of the Solution, unless they have prior written authorization granted by the other Party, and with the exception of the use of such information and documents for the
purpose of this Service. The content of evaluation questionnaires and information related to the FiftyFor evaluation methodology is considered as confidential information.

3.2. For the purposes of the Service, the Company agrees that the information collected during Solution use (the “Data”) will be used so as to develop the FiftyFor database. This Data may be communicated by FiftyFor to specific Clients (or Clients group in the case of sector initiatives) subscribing to the Solution, subject to prior approval from the Company, which shall be confirmed online or through email.

3.3. Section 3.1 does not apply to information pertaining to the public domain or to information known by the other Party prior to the performance of the Service. Each Party may disclose, without prior notification, approval or consent by the other Party, to Tax authorities and/or to such Party's representatives, externals counsel and advisors, any Confidential Information that is required to be disclosed by law or for audit purposes.

4. Responsibility of FiftyFor

FiftyFor shall operate the Solution and shall provide the service in a good workmanlike manner consistent with sound commercial practices and in accordance with the highest ethical standards and principles of fairness and strict confidentiality. FiftyFor will use all reasonable endeavors to ensure the accuracy, completeness and confidentiality of any information relating hereto as part of the Services.

5. Responsibility of Business Users

5.1 System Integrity: the Business User agrees not to (i) interfere with or attempt to interfere with the proper working of the Solution; (ii) post or send to the Solution anything that contains a virus, or any harmful files (iii) reverse engineer the Solution.
5.2 The Business User is solely and uniquely responsible for the confidentiality of its employee’s username and password. It shall immediately notify FiftyFor of any unauthorized use of personal login data. Otherwise, all information received by FiftyFor from someone
using the login and password of the User will be considered as having been sent by the User.

6. Responsibility of the Company

The Company is responsible for ensuring that all data communicated is accurate, faithful and complete, and agrees not to post or transmit to the Solution any unlawful, fraudulent, harassing, libelous, or obscene data. The Company will be liable to third parties for the consequences of any false or unlawful data, information or documents provided to FiftyFor.

7. Subscription and fees

Clients may need a subscription to order a report on a Company (“Report”). Subscriptions last one year from the order date, and they automatically renew for successive annual terms until cancelled by Clients.

A processing charge will apply for any method of payment other than credit card. Companies with a billing address within the European Union (including the UK) are invoiced in euros only; all other companies can select between invoicing in euros or invoicing in U.S. dollars. Bank-related costs are at the Company’s charge (possible transfer and currency exchange
costs), as well as any cost relating to debt collection services. Late payment interest will be charged.

8. Intellectual property rights

The entirety of content on the Solution, including all methodologies, procedures, management tools, workshops, manuals, software packages, databases, questionnaires, designs, ideas, inventions, expertise, commercial methods, analysis methods, evaluation methodologies, evaluation results and all other rights covered by intellectual property rights developed, created or acquired by FiftyFor prior to supplying the Service or during operation of the Service or by any other means whatsoever, are and remain the exclusive property of FiftyFor. All data and individual entries made on the Solution by each User remain the property of this User and shall be deleted upon written request by the said User.
In case “DataRoom“ service level is activated by the Company, Clients can access to Company’s information and documents.

9. Limitation of liability

9.1. FiftyFor shall not be liable for any damages or losses arising out of

(i) the Company’s use of the Solution, including, without limitation, those resulting from interruption of use, loss or corruption of data,

(ii) Customers’ use of the Data or the evaluation results of the Company.

(iii) a User breaching its confidentiality obligations. FiftyFor shall not be liable for any indirect losses or damages, such as damages for lost profits, interruption of business, delays, reduction of the Company base, operating loss, or other damages that may be suffered by the Company or any person or entity affiliated or associated with the Company, even if such damages are resulting from the Solution Use or the use of the Data or the evaluation results by the Customer.
9.2. The Supplier agrees to waive its rights to any claim against FiftyFor for any direct or indirect damages or losses suffered in connection with the use of the Data or the evaluation results by Customers.
9.3 In any case the liability of FiftyFor shall be strictly limited to the amount of the fees paid by the Company Services in the preceding 12 months.

10. Term – Termination

10.1. This Agreement shall enter into force, for an initial term of 12 months, on the date the User accepts these T&C’s, as validated by online confirmation on the FiftyFor platform. It will renew by tacit renewal per period of 12 months unless terminated by one of the parties.
10.2. The Company may terminate the Agreement at any time, for any reason, by discontinuing using the Solution and sending a written notification to FiftyFor. Documentation provided on electronic format will be deleted upon request. FiftyFor may terminate this Agreement without notice if a Company is found to be in material breach of any of the terms of this Agreement.
Sections 3, 8 and 9 shall survive any termination of the Agreement.

11. Assignment and transfer

The Company shall not assign or transfer the Agreement to any third party without the prior written consent of FiftyFor. FiftyFor may assign this Agreement to any direct or indirect subsidiaries or any other third party.

12. Modification

As our business evolves, FiftyFor may change these User Terms or the Acceptable Use Policy. If FiftyFor makes a material change to the Agreement, FiftyFor will provide User with reasonable notice prior to the change taking effect either by emailing the email address associated with User’s account or by messaging User through the Services. User can review the most current version of the Agreement at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these Agreement. Any material revisions to the Agreement will become effective on the date set forth in our notice, and all other changes will become effective on the date FiftyFor publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

13. Applicable law and jurisdiction clause

This Agreement shall be governed, construed and interpreted in accordance with the laws of the France.
Any dispute arising out of or in connection with the Agreement, which cannot be settled amicably, shall be submitted to the competent court of Paris, France, which shall have exclusive jurisdiction notwithstanding the plurality of defendants.