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CGS/CGU

Open-Root
Terms and Conditions

Applicable from 15/07/2016

Article 1. SCOPE

1.1 Parties
These general conditions are applicable between Savoir-Faire SAS, with a capital of €9050, RCS Paris: B 535 199 228, registered office: 17 rue Mesnil 75116 Paris, France, VAT No.: FR 55 535 199 228, email: contact@open-root.eu, hereinafter referred to as "Open-Root" and ANYONE contracting with Open-Root for the creation of a TLD, hereinafter referred to as "Customer".

1.2 Agreement with terms and conditions
By signing the Quotation, the Customer acknowledges having previously read these terms and conditions and accepts them without restriction. These conditions will extend automatically to other services that Open-Root is or will be required to provide to the Customer.
These general conditions are applicable to any contract between Open-Root and Client, to the exclusion of all other terms and including the Client. The provisions of the Quotation and these Terms and Conditions constitute the entire agreement between the parties.
Open-Root reserves the right to modify at any time the present conditions. As such, the new conditions will be binding on the Client after the acceptance of a new work and / or their signature by the Client.

Article 2. DEFINITIONS

"Customer" or “Client” means any person, natural or legal, private law or public law, contracting with Open-Root for the creation of a TLD. "Quote" contractual document containing the conditions of this contract. "Extension": names of top-level domain (TLD). "Root" directory containing TLDs and associated IP address.

Article 3. PURPOSE - ORDER

3.1 Conclusions of the contract
The contract is formed upon signature of the quotation by the Customer. The acceptance of the Customer is binding and irrevocable. The Customer is immediately bound by his order and cannot cancel. The Client may send the signed Quotation by email, fax or mail. In case of electronic transmission, the production of a copy of the email or fax to Open-Root serves as evidence of the existence of the contract, unless the contradictory proof is reported by the Customer.

3.2 Purpose of Agreement
These general conditions determine the technical and pricing conditions in which the Client mandates to create a TLD on a root used by Open-Root, which is different from the one managed by ICANN.

Article 4. OBLIGATIONS OF OPEN-ROOT

4.1 Mandate - Benefit

4.1.1 TLD Choice
The customer can choose the TLD of his choice. The Client is solely responsible for the TLD’s choice. Open-Root acts under the instructions of the Client. In no event Open-Root makes no anteriority search on the TLD chosen by the Customer, not does it provides advice on the TLD choice.
Accordingly, Open-Root will not incur liability to the Customer in the event that the TLD would prejudice the rights of a third party. In addition, in the event of third party action against Open-Root, Client warrants against any judgment and costs that Open-Root may have to bear on this event, including the potential litigation costs and attorney.

4.1.2 TLD Implementation

4.1.2.1 TLD Hosting Contract
The Client mandates Open-Root for concluding a contract with a provider for hosting the TLD on one or more servers in accordance with the provisions in the Quotation. The Client is free to appoint Open-Root to create a network of servers for the TLD offered by Open-Root or on its own server network.
The TLD hosting contract is established between the client and his provider. Open-Root is not the TLD hosting provider. Accordingly, Open-Root is not responsible for the hosting contract for the TLD and cannot be held liable in case of the host failure after the TLD implementation.

4.1.2.2 TLD Creation
The Customer entrusts Open-Root for technical delivery consisting in the TLD creation on the server chosen by the Customer. Open-Root provision is limited to TLD creation. Open-Root only provides a technical service on the Client’s instructions.

4.2 Commissioning Delivery Time
The TLD will be created by Open-Root within 3 weeks to 3 months depending on the complexity of the operation.
Deadlines are indicative. Deadlines may be extended if information or wishes communicated by the Client after the signing of the quote is modified. Potentials overruns may not give rise to damages or cancellation of the order by the Customer.

4.3 Restriction
Each TLD is unique on a given root. In case of homonymy, Open-Root assigns a different root for the new TLD, within the limits of existing technical resources.

Article 5. CUSTOMER’S OBLIGATIONS

5.1 Connecting to the network
Open-Root does not provide to the Customer any equipment, PBX, terminal equipment, or other consumable or software. Customer acknowledges that it is solely responsible for the installation, maintenance and control of the technical requirements to connect to the internet and manage its TLD.
Whatever the connection method chosen, the cost of connection and data transmission are borne by the Customer and any amount, fee, registration fee or other charges which may be requested by providers.

5.2 Declarations of Client
The Customer claims to have examined the characteristics of the service prior to the signature of the quotation. The Customer declares to know perfectly the naming system of the internet. The Client declares that he has received all the information needed to use the TLD created by Open-Root.
Accordingly, the Client acknowledges that its needs and services offered by Open-Root are compatible; he has knowledge of the contents and conditions of operating those services and has subscribed to the services provided by Open-Root with the knowledge of the facts and all the necessary information to produce a free and informed consent.

Article 6. PRICE - PAYMENT

6.1 Prices
The applicable prices are those indicated on the Quotation. The quote is valid for 3 months from the date of its issuance. Service rates are quoted in euros, excluding taxes.

6.2 Payment
Invoices are payable at the registered office of Open-Root by PayPal or bank transfer. Any exchange fees and transfer are the responsibility of the Client.
The payment terms are those mentioned in the quotation.

6.3 Invoicing
Open-Root send to the Client an invoice after each payment. Customer agrees to receive invoices electronically.

6.4 Delay and Default
Any delay or failure to pay will result in penalties to the refinancing rate of the European Central Bank increased by 10 points. In addition, any delay in payment will result in billing the failing Customer for all collection costs, the immediate payment of all sums due whatever the agreed time, plus an allowance of 15% of the amount of excluding taxes as a penalty clause. Any payments or prepayments to Open-Root remain vested in any event. In case of delay or default, Open-Root may suspend the Services and / or sue the Customer for all sums due and / or terminate the contract at the Client’s wrongs right and without Court intervention.

Article 7. LIABILITY OF OPEN-ROOT

7.1 Nature of obligations Open-Root
Open-Root responds only to an obligation of means regarding the services subject matter hereof. Open-Root is in the context of these as agent for the hosting provider contract and as simple technical provider for TLD creating. Open-Root responsibility is limited accordingly to TLD creation. The hosting contract is fully charge to the Client.
Open-Root does not provide advice to the Client, nor does it represent or assist the Client to manage its TLD. Open-Root consequently disclaims responsibility for any transactions made by the Client through its TLD and does not guarantee in any way the proper use of the TLD.

7.2 Force majeure – Client Failure
Open-Root will not incur liability in cases of force majeure or fault of the Customer, as defined in this section:

7.3.1 Force Majeure
The meaning of these terms and conditions will be considered a force majeure opposable to the Customer, any impediment, limitation or disruption of service due to fire, epidemic, explosion, earthquake, fluctuation bandwidth of default attributable to the provider, failure of transmission networks, collapse of facilities, illegal or fraudulent use of passwords, codes or references provided to Customer, hacking, a fault security due to the host or ISP, flood, power failure, war, embargo, law, order, demand or requirement of any government, requisition , strike, boycott, or other circumstances beyond the reasonable control of Open-Root. In such circumstances, Open-Root will be excused from performing its obligations within the limits of such impediment, restriction or inconvenience.

7.3.2 Client Failure
The meaning of these terms and conditions shall be considered a asserted fault of the Customer: misuse, fault, negligence, omission or failure on his part or that of its servants, non-compliance with advice given by Open-Root on its website, any unauthorized disclosure or use of the password, codes and references of the Client. Be considered as a fault of the Client, implementation of any technical process, such as robots or automated queries whose implementation would violate the letter or spirit of these Terms.

7.4 Damages attributed to Open-Root
Open-Root responsibility is limited to direct damage, and some experienced staff and linked to the failure involved. Open-Root shall in no event be liable for consequential damages such as: loss of data, commercial loss, loss of control, damage to the brand image, business disturbances, loss of profits or of customers.
The amount of liquidated damages by Open-Root shall not in any case exceed 50% of the price stated in the quotation.

Article 8. GENERAL PROVISIONS

8.1 Disputes
These general conditions are subject to French law enforcement. In case of dispute with a Client, the Courts of the place of Open-Root registered office will be competent.

8.2 Amicable settlement of disputes
In case of problems relating to the TLD, the Client shall firstly submit the problem to its TLD hosting provider for settlement of the problem.
If the problem persists, the Customer must then refer the matter to the discretion of Open-Root for a settlement.
The provisions of this section shall be implemented to the extent that they are acceptable.

8.3 Wholeness
The invalidity of any provision of this Agreement will not result in the nullity of the other provisions of the contract or in its entirety, which retain their full force and scope. In such a case, the parties shall to the extent possible, replace the void provision with a valid provision corresponding to the spirit and purpose of this Agreement.

8.4 Non-waiver Lack of Open-Root exercising its rights, which are hereby acknowledged, shall in no case be construed as a waiver of such rights.