Last updated on 06/10/2025
Article 1 - Purpose
1.1 The present general conditions (hereinafter referred to as the "General Conditions") aim to define the terms under which BURST IT, a simplified joint-stock company with a capital of 13,200 euros, whose registered office is located at 31, rue Raynouard, 75016, registered with the Paris business registry under number 990 725 798 (hereinafter "BURST IT") will provide any company or individual acting for their professional or personal needs (hereinafter the "Client"), who accepts it, the service (hereinafter the "Service") as follows:
- the design, creation, development, and implementation of digital strategies for professionals and individuals, the realization and exploitation of communication, marketing, and advertising consulting services, including the definition and development of graphic charters, visual identities, communication tools, and communication elements;
- the design, realization, development, management, processing, engineering, study, integration, and marketing of information systems, websites, software, applications packages, and other IT applications for professional or personal purposes, installed or not on remote servers;
- the provision of studies, consulting, project management, training, consulting, and technical assistance services related to these activities;
- all other Services ordered and described in the Quote (as defined hereinafter) accepted by the Client.
1.2 The present General Conditions and the Quote together form the entirety of the agreement concluded between the Parties (hereinafter the "Contract"). Prior to accepting the Contract, the Client acknowledges having accessed and consulted on BURST IT's website all the characteristics of the services offered by BURST IT, thus allowing them to assess their adequacy to their needs and to obtain all the determining information for their consent. If determining information for the Client has not been obtained by consulting BURST IT's website, the Client acknowledges having been able to contact BURST IT to obtain it before accepting the Contract.
1.3 Any order of Service implies full, complete, and unconditional acceptance by the Client of the present General Conditions and the Quote.
Article 2 - Definition
2.1. For the execution of the Contract, in addition to the terms defined elsewhere in this document, terms starting with a capital letter have the meaning indicated below, whether in the singular or plural:
2.2. "Acceptance" refers to the Client's validation of the Deliverables provided by BURST IT in the context of executing a Quotation. It can occur in any form, written or oral, express or implied, particularly through written confirmation, verbal exchange, or by the absence of any reservations expressed by the Client within fifteen (15) days from the date the Deliverables are presented by BURST IT to the Client.
2.3. "Deposit" refers to the sum paid by the Client to BURST IT as an advance on the total amount of the Quotation. This Deposit amounts to thirty percent (30%) of the total amount of the Quotation and serves to guarantee the commitment of the Parties and the commencement of the Services.
2.4. "Client" has the meaning given in Article 1.1 of these terms.
2.5. "General Conditions" has the meaning given in Article 1.1 of these terms.
2.6. "Client Content" refers to all documents, information, elements, and data provided by the Client to BURST IT in the context of performing the Services.
2.7. "Contract" has the meaning given in Article 1.2 of these terms.
2.8. "Quotation" refers to the technical and commercial proposal prepared by BURST IT, describing the Services to be performed and submitted to the Client. The Client's signature on the Quotation, accompanied by the acceptance of these General Conditions, constitutes the conclusion of a Contract between the Parties.
2.9. "Deliverable" refers to any document, product, result, material or immaterial element provided by BURST IT to the Client in the context of executing the Services, as described in the Quotation accepted by the Client.
2.10. "Delivery" refers to the act of BURST IT making a Deliverable available to the Client, in accordance with the terms specified in the Quotation.
2.11. "Parties" refers collectively to BURST IT and the Client.
Article 3 - Contractual documents
3.1. The contractual documents include in descending order of priority:
(i) The estimates; and
(ii) these General Terms and Conditions.
In the event of a contradiction between these different documents, the provisions in the higher-ranking document shall prevail.
3.2. Any amendment to the Contract shall be the subject of a written addendum mutually agreed upon by the Parties.
3.3. The Contract expresses the entirety of the Parties' agreement regarding its subject matter. It cancels and replaces any prior agreement, statement, negotiation, commitment, communication, oral or written, irrespective of when and/or how they were communicated. The Parties expressly exclude the application of the Client's general conditions, including when these are referred to in any purchase order issued by the Client.
Article 4 - Entry into force
4.1. This Agreement shall come into effect on the date the Client accepts the Quote and these General Conditions.
4.2. In the event that the Client subscribes to one or more additional Services during the Contract by accepting a new Quote issued by BURST IT, this new Quote will integrate the contractual entirety of the Agreement.
4.3. If applicable, BURST IT will issue an invoice for the amount of the remaining balance due under the previous Quote, which must be paid by the Client before signing the new Quote.
Article 5 - Services and execution conditions of quotes
5.1. Definitions of Services and payment of the Deposit
5.1.1. The Parties agree that the performance of the Services by BURST IT is subject to a Quotation signed by the Client, which, together with these General Conditions accepted by the Client, constitutes the Contract governing the relations between the Parties. The Contract comes into effect upon the signature of the Quotation by the Client and the unconditional acceptance of these General Conditions.
5.1.2. The execution of the Services by BURST IT begins only after the Client makes the payment of the Deposit calculated on the total amount of the Quotation.
5.2. Execution of the Services
5.2.1. Throughout the execution of the Services, BURST IT and the Client communicate regularly about the progress, in particular through progress points allowing the Client to verify the compliance of the Services performed and, if necessary, to raise any reservations. The absence of reservations within a period of fifteen (15) days following each progress point shall be deemed acceptance of the Services concerned.
5.2.2. In the event that the Client wishes to add new Services or modify those initially planned, BURST IT may issue new Quotations formalizing the said modifications. These new Quotations, once accepted by the Client, shall become an integral part of the Contract and must be subject to the payment of the corresponding Deposit before any start of the complementary services.
5.3. Acceptance of the Services
5.3.1. At the conclusion of the performance of a Service outlined in the Quotation, BURST IT will inform the Client of its completion. Acceptance by the Client, as defined in Article 2.2s herein, makes the price of the concerned Service immediately payable, in accordance with the schedule possibly provided in the Quotation.
5.3.2. The Client will have fifteen (15) business days from the presentation by BURST IT of the Deliverables to communicate any written reservations. In the absence of written reservations communicated within this period, the Deliverable will be deemed definitively accepted and compliant with the Quotation. In the presence of justified written reservations regarding the non-compliance of the Deliverable, BURST IT will proceed with the necessary corrections. The acceptance of the corrections will follow the same procedure.
5.3.3. The Client may only refuse Acceptance based on justified reservations regarding objective, serious, and duly documented non-compliance, communicated to BURST IT within the specified timelines. Any refusal of Acceptance based on subjective or undocumented grounds shall be deemed null and void.
5.3.4. Acceptance of the Service entails the transfer to the Client of the risks related to the delivered Deliverable, without prejudice to the applicable legal and contractual warranties.
5.4. Delivery of the Services
5.4.1. The Delivery of the Deliverables will occur only after the Acceptance of the corresponding Service and the payment by the Client of all sums due for this Service, in accordance with the schedule provided in the Quotation.
5.5. Retention of title
5.5.1. BURST IT reserves ownership of the Deliverable until full payment of all sums owed by the Client under the Contract.
Article 6 - Price, Payment Terms, Delays
6.1. The price
6.1.1. In exchange for the Services defined in the Quote, BURST IT will receive the price stated in the Quote duly accepted by the Client. This price applies exclusively to the Services expressly described in the Quote and has been determined based on the information provided by the Client.
6.1.2. Any Service requires the prior payment of a Deposit. The start of the Service is subject to the collection of this Deposit. The payment of the Deposit does not in any case authorize the Client to claim ownership rights over all or part of the elements of the Service, which remain the exclusive property of BURST IT until full payment, in accordance with article 5.5.
6.1.3. The balance of the price of the Services will be paid by the Client in accordance with the schedule indicated in the Quote. Failing such a schedule, the balance will be payable in full from the Acceptance of each Service presented by BURST IT.
6.1.4. Any additional Service or modification of the initially agreed Services will result in a new Quote, leading to a separate invoicing.
6.1.5. The prices are understood to be exclusive of taxes. The applicable VAT rate will be that in force on the date of invoicing.
6.2. Payment Terms
6.2.1. The price of the Services is payable via secure payment methods, including bank transfer to BURST IT's account, the details of which are provided to the Client in the Quote, or by direct debit, check, or cash, within the limits authorized by law.
6.2.2. The Deposit is payable immediately upon receipt of the invoice. The balance, or any deadline provided in the Quote, is payable within thirty (30) days of receiving the corresponding invoice.
6.3. Late Payments
6.3.1. In accordance with the provisions of the commercial code, any sum due to BURST IT and not paid by its due date will automatically produce, without prior formal notice, late payment interest calculated at a rate equivalent to three (3) times the legal interest rate in force, increased by ten (10) points.
6.3.2. Furthermore, the Client will be liable, by operation of law, for a flat-rate indemnity for recovery costs amounting to forty (40) euros, in accordance with article L. 441-10 of the Commercial Code. When the actual recovery costs incurred by BURST IT exceed this amount, BURST IT may seek additional compensation upon justification.
6.3.3. In the absence of regularization within ten (10) days following the sending of a formal notice addressed to the Client by registered letter with acknowledgment of receipt, expressly reminding the present resolutory clause, BURST IT may, as of right and without prior judicial intervention :
(i) immediately suspend the execution of all or part of the Services, as well as the access and functioning of any Deliverable or elements provided by BURST IT in the context of the Services, until full payment of the sums due, without this suspension interrupting the claim for sums due; and/or
(ii) declare the termination of the Contract.
6.3.4. In case of termination, the sums already paid by the Client will remain definitively acquired to BURST IT, without possibility of reimbursement, regardless of the stage of execution of the Contract, without prejudice to any legal action for the obtaining of additional damages.
Article 7 - Obligation of the parties
7.1. Obligations of BURST IT
7.1.1. The specific conditions and terms for the provision of Deliverables and execution of Services are detailed in the Quote. BURST IT undertakes to ensure that the Deliverables and Services it provides are in accordance with the Quote.
7.1.2. By mutual agreement, the Parties expressly agree that the liability of BURST IT shall be subject to an obligation of means for all its obligations. BURST IT will allocate the material and human resources necessary for the provision of Deliverables and Services in accordance with these commitments and will ensure the stability of the skills within its teams responsible for providing the Deliverables and Services, in order to guarantee compliance with these commitments.
7.1.3. BURST IT provides all necessary advice to the Client throughout the duration of the Contract. As part of this advisory obligation, BURST IT commits to keep the Client informed during the execution of the Contract, to advise the Client, and to issue recommendations as well as necessary warnings for the proper execution of the Deliverables and Services.
7.1.4. BURST IT commits to always act loyally towards the Client, and in particular to inform them of any difficulties it may encounter in the provision of Services that could impact their smooth execution. BURST IT also commits to collaborate with the Client's personnel, their providers, or subcontractors involved in the scope of Services entrusted to BURST IT under the terms of the Contract.
7.2. Obligations of the Client
7.2.1. The Client is informed that the Services constitute tailor-made services designed for companies of varying sizes. It is therefore up to the Client, prior to signing the Contract, to:
(i) precisely define their needs;
(ii) verify that the Services meet the definition of their needs; and
(iii) ensure, throughout the execution of the Contract during the regular check-in points with BURST IT, that the Services indeed correspond to their expectations and needs in accordance with the Quote.
7.2.2. Throughout the duration of the Contract, the Client agrees to collaborate loyally and actively with BURST IT, in particular, to communicate and/or allow access to the information, documents, and all other elements necessary for the provision of Services. The provision of Services by BURST IT depends on the cooperation, timely and as complete as possible, that the Client can provide, as well as the accuracy and completeness of all information that the Client provides.
7.2.3. The Client agrees to hold all legal, administrative, regulatory, and/or contractual authorizations and approvals necessary for the execution of the Contract. These authorizations and approvals are the sole responsibility of the Client.
7.2.4. The devices, materials, software, and information supports that the Client uses and/or provides in the context of the provision of Services must meet all prerequisites communicated by BURST IT. In any case, the Client agrees to comply with the specifications that will be communicated to them by BURST IT during the duration of the Contract.
7.2.5. The Client commits to pay BURST IT, under the conditions set forth in Article 6 of these terms, the Deposit and the balance related to any duly invoiced Service.
Article 8 - Personal Data
8.1. Processing of Personal Data for the Provision of Services
8.1.1. BURST IT undertakes to Process the Client's Personal Data in compliance with the European General Regulation on Data Protection (EU) 2016/679 and with the Law No. 78-17 of January 6, 1978 as amended (hereinafter referred to as the "Applicable Legislation on Personal Data Protection").
8.1.2. For the purposes hereof, the terms "Data Controller", "Data Subjects", "Personal Data", "Process/Processing", "Subprocessor", "Data Protection Impact Assessment" and "Personal Data Breach" shall have the meanings assigned to them in the Applicable Legislation on Personal Data Protection.
8.1.3. The Parties acknowledge that, regarding the Processing of Personal Data carried out under the Agreement, the Client acts as the Data Controller and BURST IT acts as the Subprocessor. The Client acknowledges that it solely decides the Personal Data it communicates to BURST IT in this context and that BURST IT is therefore not responsible for the number and nature of the Personal Data to which it has access and which it must Process on behalf of the Client, nor for the legality of such communication of Personal Data as such.
8.1.4. In this context, the Personal Data Processing operations carried out by BURST IT are described below:
(i) Nature of the Processing operation(s): Collection and Processing of the Client's Personal Data.
(ii) Purpose(s) of the Processing: Provision of Services.
(iii) Categories of Data Subjects: Client.
(iv) Categories of Personal Data: Name, first name, email address, and any other personal data present in the Client Content.
(v) Duration of the Processing operations: Duration of the Agreement
8.1.5. BURST IT undertakes to:
execute the Agreement and, generally, to Process the Personal Data only in accordance with the written instructions communicated by the Client. The Parties agree to negotiate in good faith if BURST IT should use resources different from, or additional to, those required for the execution of the Services provided for in the Agreement, thus incurring specific costs, due to instructions from the Client regarding the Processing of Personal Data;
limit access to Personal Data to its staff members who are subject to a confidentiality obligation;
implement appropriate technical and organizational measures to comply with the Applicable Legislation on Personal Data Protection and, in particular, to protect the Client's Personal Data against destruction, loss, alteration, disclosure, or unauthorized access, occurring accidentally or unlawfully;
inform the Client of the existence of any Personal Data Breach as soon as possible after becoming aware of the breach in question, and provide the Client, upon request and to the extent possible, with the information that BURST IT deems useful to enable the Client to comply with its notification obligations to any other competent authority;
maintain a list of subsequent Subprocessors involved in the performance of the Services and notify the Client of any planned changes, including the addition or replacement of subsequent Subprocessors, prior to making such changes in order to allow the Client to object within thirty (30) days of receiving such notice. In case of objection, the Client must provide objective written justifications explaining such objection and related to the ability of the subsequent Subprocessor to comply with the obligations of this article or of the Applicable Legislation on Personal Data Protection. If the Client's objection is deemed justified by BURST IT, the Client and BURST IT agree to cooperate in good faith to find a mutually acceptable solution;
respond, promptly and to the extent possible, to any request from the Client regarding the Personal Data processed to enable the Client to respond to requests made by the Data Subjects to exercise their rights;
return or delete, at the Client's choice, all Personal Data belonging to the Client at the end of the Services provided under the Agreement unless the Applicable Legislation on Personal Data Protection requires BURST IT to retain such Personal Data;
take, in case of transfers of the Client's Personal Data outside the European Economic Area, all appropriate safeguards to ensure the protection of such Data – the Client hereby consents to the implementation of such transfers by BURST IT and/or its subsequent Subprocessors;
assist the Client and cooperate with it (i) in conducting a Data Protection Impact Assessment and (ii) immediately inform it if BURST IT believes that an instruction it has received constitutes a breach of the Applicable Legislation on Personal Data Protection;
make available to the Client all necessary information to demonstrate compliance with the obligations incumbent upon it in terms of Personal Data protection specified herein and to allow the Client to carry out, where applicable, audits intended to verify compliance with these obligations. The results of the audit must be kept confidential and can only be used by the Client to comply with its own obligations regarding Personal Data protection.
8.1.6. In case of any questions, the Client may contact the BURST IT team responsible for Personal Data protection at the following address: contact@burst-it.com
8.1.7. It is agreed that BURST IT will put in place the necessary safeguards to protect the Personal Data transmitted by the Client, and will specifically proceed to anonymize the Personal Data if applicable.
8.2. Processing of personal data carried out by the Parties in the context of the execution of the Agreement.
8.2.1. In the context of executing the Agreement, each Party is required to collect and process Personal Data concerning certain employees of the other Party in order to enable it to manage the contractual relationship (operations related to the management of the Agreement, billing and accounting, customer relationship management, management of unpaid debts and litigation), and more generally to manage operations allowing communication with the other Party. The Processing implemented respectively by each Party in this context is based on the execution of the Agreement and the compliance with their legal obligations. The Personal Data collected and processed in this context as well as the entirety of the associated file will be retained by each Party for the entire duration of the contractual relationship and for the applicable statute of limitations period (generally for 5 years).
8.2.2. The Personal Data collected and processed will not be transferred outside the European Economic Area but may be communicated to third-party service providers to carry out hosting, storage, communication, database management, or IT maintenance services.
8.2.3. The employees of the Parties have, within the limits of the Applicable Legislation on Personal Data Protection, a right of access, rectification, portability, erasure of Personal Data concerning them, and a right to limit Processing. They also have the right to send special directives regarding the fate of their data after their death. To exercise these rights, they can submit a request:
-for the Processing carried out by BURST IT: by email to contact@burst-it.com.
If they believe, after this contact, that their rights regarding their Personal Data are not being respected, they can lodge a complaint with the CNIL on its website www.cnil.fr.
8.2.4. The Parties commit, each concerning its own part, to provide all information from this clause to their employees whose Personal Data may be processed by the other Party in the context of the Agreement.
Article 9 - Termination
9.1. Either Party may terminate the Agreement for a serious breach by notifying the other Party by registered letter with acknowledgment of receipt, if the other Party fails to comply with any of its obligations under the Agreement and does not remedy this breach within thirty (30) days following the receipt of the written notification from the non-defaulting Party aimed at correcting this breach. In such a case, the termination does not affect the right of the non-defaulting Party to claim damages.
9.2. Any termination, for whatever reason, will only take effect for the future and will not be retroactive.
9.3. In the event of termination of the Agreement, for whatever reason:
(i) the Client will cease all use of the Services delivered under this Agreement;
(ii) the Client will return to BURST IT, within fifteen (15) days, all equipment, documentation, and data, information, and other documents provided by or belonging to BURST IT (and all media of any kind containing information and data provided by or belonging to BURST IT) and will certify in writing that it has fully fulfilled this obligation;
(iii) the Client will pay to BURST IT all amounts due for the Services before the effective date of termination; and
(iv) the rights and obligations which, by their nature or by virtue of express provisions, extend beyond the end of the Agreement will remain in effect after the end of the Agreement;
(v) BURST IT agrees to implement a phase of reversibility to allow the Client to recover all Client Content, excluding any other content or information. The Client will have a period of fifteen (15) days from the cessation of contractual relations with BURST IT to notify BURST IT of its desire to recover the Client Content. If the Client notifies BURST IT within this period, BURST IT will return the Client Content in a usable format within a maximum of sixty (60) days from the notification. If the Client does not notify BURST IT of its desire to recover the Client Content within this period, the Client Content will no longer be recoverable, without BURST IT's liability being engaged.
9.4. If the Client terminates this Agreement for a breach by BURST IT under the conditions described above, it may request a refund of any amount paid in advance to BURST IT, less the amount retained by BURST IT as payment for work already performed as of the effective date of termination.
9.5. If BURST IT terminates this Agreement for a breach by the Client under the conditions described above, all amounts due from the Client will become payable, and, if applicable, the amounts already received by BURST IT will remain its property.
Article 10 - Intellectual Property
10.1. Client Content
10.1.1. The Client declares and guarantees that it holds all rights (including intellectual property rights) allowing it to use the Client Content in connection with the Services. Consequently, BURST IT shall not be held responsible in the event of non-compliance or infringement of the Client Content with any applicable law and/or regulation, public order, good morals, third-party rights (of any kind) or the needs of the Client itself.
10.1.2. The Client is solely responsible – and guarantees BURST IT in this respect in the case of being challenged – for the quality, legality, relevance, and non-harmfulness with regard to third parties and/or BURST IT of the Client Content. In this regard, without prejudice to any other right and/or remedy of BURST IT, the Client agrees to defend and fully indemnify BURST IT against any legal action or claim alleging that the Client Content does not comply with the law and/or applicable regulation, or infringes the rights (including intellectual property rights) of third parties, provided that BURST IT informs the Client as soon as possible that a claim or legal action in this sense is being made under this article.
10.1.3. The Client grants BURST IT, for the duration of the Contract and worldwide, a right of access and use of the Client Content for the purposes of fulfilling its obligations under the Contract.
10.2. Pre-existing Elements
10.2.1. BURST IT retains full and complete ownership of all pre-existing elements or developed independently of the Services, including but not limited to: methods, know-how, software, application packages, general or specific programs, libraries, modules, frameworks, tools, hardware components, documentation, source and executable codes, databases, generic or reusable elements (hereinafter referred to as "Pre-existing Elements").
10.2.2. No transfer of ownership of the Pre-existing Elements takes place. However, BURST IT grants the Client, on a non-exclusive, personal, non-transferable basis and worldwide, a limited right of use for the Client's internal needs, exclusively for the exploitation of the Specific Developments.
10.3. Specific Developments
10.3.1. Subject to the full payment of the Services by the Client, the intellectual property rights on the specific and custom developments made solely for the Client, excluding the Pre-existing Elements, are transferred to the Client (hereinafter referred to as "Specific Developments").
10.3.2. This transfer includes the right to reproduce, represent, adapt, and exploit the Specific Developments, within the limits agreed upon between the Parties.
10.3.3. BURST IT remains free to reuse the know-how, methods, techniques, and skills acquired in the course of performing the Services.
Article 11 - Guarantees related to benefits
11.1. During the term of the Contract, BURST IT guarantees that the Services will substantially conform to the Quotation when used in accordance with the Contract. If the Services do not comply and the Client has notified BURST IT of this non-compliance during the term of the Contract, BURST IT will make its best efforts to respond to and address this non-compliance within a reasonable time from the date of notification of non-compliance by the Client. In the event that BURST IT does not remedy the breach of this warranty within this reasonable time, the Client may terminate the Contract upon the expiration of the reasonable time. In the event that it is established, during or after the reasonable time, that the non-compliance is not due to an intrinsic defect of the Services, the Client agrees to pay BURST IT, based on the price of the Quotation established for compliance, for the services provided by BURST IT to address, correct or provide a workaround for this non-compliance.
11.2. The warranty set forth above does not apply:
(i) In the event of modification of the Services without prior written approval from BURST IT; and
(ii) In the event of combination of the Services with other services and/or products;
11.3. This article constitutes the sole and exclusive remedy of the Client as well as the entire liability of BURST IT in the event of non-compliance with the warranty set forth above.
11.4. Aside from the warranty stated above, BURST IT provides no other warranty of any kind, express or implied, for the Services. BURST IT does not specifically guarantee that the Services are free from errors and that their operation is uninterrupted or that they meet the needs of the Client. Furthermore, BURST IT may be required to temporarily suspend access to all or part of the Services, particularly for technical maintenance reasons, without this resulting in any liability on the part of BURST IT or right to compensation for the Client. It is also specified that the internet network and the computer and electronic communication systems are not free from errors and that interruptions, delays, and outages may occur. BURST IT cannot provide any warranty in this regard and cannot therefore be held responsible for any damages inherent to the use of the internet network and computer and electronic communication systems.
Article 12 - Responsibility
12.1. No Party may limit its liability in the event of
damages arising directly from:
(i) A gross fault, fraudulent or intentional misconduct attributed to it;
(ii) Any act causing bodily harm; or
(iii) A case for which it is not permitted to exclude or limit its liability under applicable law.
12.2. Without prejudice to the above provisions, no Party shall be held liable towards the other in the event of indirect damage or in the event of loss of profits, revenue, data, or anticipated savings, or in case of harm to reputation arising from, or relating to, the Contract, whatever the reason, even if that Party had been advised of the possibility of such damages.
12.3. Except for the cases listed above, BURST IT's total liability towards the Client within the framework and for the duration of the Contract, whatever the reason, and whatever the basis of the action shall in no case exceed a ceiling equal to the total amount paid to BURST IT by the Client under the Quote related to the Service that caused the damage.
12.4. The Parties acknowledge that with regard to their respective rights and obligations and the nature of the Services, the price and this liability clause reflect the allocation of risks and the economic balance of the Contract as desired by the Parties. This Contract exhaustively enumerates all the rights and remedies of the Parties in the event of non-performance of the Contract by the other Party.
12.5. BURST IT shall not be held liable in the event of loss or damage, or in the event of non-performance or delay in performance, to the extent that the loss, damage, non-performance or delay in performance is due to:
(i) A case of force majeure as defined herein;
(ii) An act of the Client; or
(iii) An act of a third party.
Article 13 - Force majeure
13.1. In the event of the occurrence of a case of force majeure, that is to say any event beyond the control of the Parties, which could not have been reasonably foreseen at the time of the conclusion of the Contract and whose effects cannot be avoided by appropriate measures (including in particular fires, floods, natural disasters, epidemics, acts of war, viruses, cyber-attacks, and acts of terrorism) resulting in a temporary impediment to the performance of its obligations under these presents for one of the Parties, the respective obligations of the Parties will be suspended, and no Party shall incur any liability as a result thereof.
13.2. If the force majeure event persists for more than thirty (30) consecutive days or if, from its onset, it results in a definitive impediment to the performance of its obligations under these presents for one of the Parties, each Party may terminate the Contract by operation of law, by sending a registered letter with acknowledgment of receipt to the other Party in writing, without either Party incurring any liability as a result thereof.
Article 14 - Confidentiality
14.1. All information or data disclosed by one of the Parties (hereinafter referred to as the "Disclosing Party") to the other Party (hereinafter referred to as the "Receiving Party") under the Contract that is marked as confidential or that can be reasonably understood to be confidential by the Receiving Party, considering the nature of the disclosed information and the circumstances of their disclosure (hereinafter referred to as "Confidential Information"), shall be considered confidential for the purposes hereof. The Parties expressly agree that this Contract and its contents are Confidential Information.
14.2. Throughout the duration of the Contract, the Parties mutually undertake not to use the Confidential Information for any purposes other than those provided for under the Contract nor to disclose it to third parties without having first obtained the written consent of the Disclosing Party.
14.3. Notwithstanding the foregoing, each Party shall have the opportunity to disclose the Confidential Information of the other Party to its personnel (including employees, interns, freelancers, contractors, etc.), its consultants, and subcontractors to the extent that they need to know such information for the performance of the Contract and provided that they are also bound by similar confidentiality obligations. Each Party remains, in any event, responsible for the use of the other Party's Confidential Information by its own personnel, consultants, and/or subcontractors.
14.4. Furthermore, each Party may disclose a Confidential Information of the other Party to comply with a law, regulation, administrative or judicial authority. Before any disclosure, the Receiving Party must make the best efforts to protect the relevant Confidential Information by means available to it and, if possible, notify the Disclosing Party as soon as possible to allow it a reasonable opportunity to seek a protective order.
14.5. Information and data shall not be considered as Confidential Information if they are:
(i) already in the possession of the Receiving Party before their disclosure by the Disclosing Party;
(ii) in the public domain prior to their disclosure by the Disclosing Party to the Receiving Party, or afterwards, but in the latter case, in the absence of any fault attributable to the Receiving Party;
(iii) received from a third party in good faith who was or is not bound by any confidentiality or secrecy obligation towards the Disclosing Party at the time the third party discloses the information to the Receiving Party; or
(iv) the result of internal developments undertaken in good faith by members of the personnel of the Receiving Party who have not had access to the Confidential Information previously disclosed by the Disclosing Party to the Receiving Party and in compliance with prior agreements concluded between the Parties.
14.6. Each Party agrees to keep the Confidential Information it has received from the other Party and to take any necessary measures to protect it against any unauthorized disclosure.
14.7. The confidentiality obligations set forth in this article shall remain in force for a period of five (5) years following the termination of the Contract, for any reason whatsoever.
Article 15 - Assignment, Subcontracting
15.1. The Contract being concluded intuitu personae, no Party may assign or transfer, in whole or in part, any rights and obligations of this Contract, without the prior written consent of the other Party.
15.2. BURST IT is authorized to subcontract all or part of its obligations under this Contract, BURST IT remaining, in any case, responsible for the obligations subcontracted with respect to the Client.
Article 16 - Miscellaneous
16.1. The fact that one of the Parties does not invoke the non-compliance by the other Party with any of its obligations under the Contract shall not be interpreted as a waiver for the future to invoke the same.
16.2. The Contract constitutes the entirety of the agreements between the Parties and cancels and replaces any prior agreement, written or oral, as well as any other communication between the Parties relating to the subject matter hereof.
16.3. No modification of these provisions shall be considered without the signature of an amendment by both Parties.
16.4. If any of the stipulations herein were to be deemed null, pursuant to a law in force or a final judicial decision, it would be considered as not written, without affecting the nullity or altering the validity of the other stipulations.
16.5. BURST IT may use the Client's name, trade name, logo, trademarks, or any other identifying elements on any communication and/or publication medium, and especially within the Services, as a commercial reference and/or for marketing and commercial communication purposes.
Article 17 - Applicable Law, Competent Jurisdiction
17.1. This Contract is governed by French law.
17.2. In the event of a dispute regarding the negotiation, execution, interpretation, and/or termination of the Contract, the Parties will attempt to find an amicable solution to their dispute. If they are unable to do so within thirty (30) days from the date on which the most diligent Party has notified the other Party of the dispute, the Parties agree that their dispute will be under the exclusive jurisdiction of the Paris Economic Activities Tribunal.