Terms of Sale

Holaspirit is a platform operated by Holaspirit, a simplified joint stock company with a capital of 40,000 euros and whose head office is located at 72 Rue du Faubourg Saint-Honoré in Paris (75008), registered with the Trade and Companies Register of Paris under the number 818 592 511, and whose intracommunity VAT number is FR27818592511 (the “Service Provider”).

Holaspirit (the “Platform”) allows any legal person or group of physical persons or corporations (the “Organization”) to access various services to design a new way of running an organization and manage governance on a single interface according to the presentation and User Guide found at https://holaspirit.zendesk.com.

Various services are offered on the Platform (the “Service(s)”), including the following:

  • manage organization design based on circles and roles
  • manage roles characteristics
  • manage projects, checklists, metrics
  • having online meetings
  • integrations of various applications (the “Application(s)”);
  • access to a search engine for data shared on the Platform

The Organization, professional in the sense of the Consumer Code and acting in the exercise of its profession, acknowledges having the capacity required to subscribe to the aforementioned Services, declares having read these Terms and appendices (the “Contract”), and having accepted them, including when these Services are provided free of charge by the Service Provider.

The Service Provider and the Organization shall hereinafter be referred to as the “Parties.

Section 1: Subject-matter of this Contract

The Contract sets out the terms and conditions governing access to the Platform and the Services requested by the Organisation.

The Service Provider hereby grants to the Organisation, which hereby accepts, having fully tested the Platform and its various Services with the help of any expert of its choosing, a right to access and use the Platform and the Services throughout the duration of the Contract, strictly subject to the terms of article 5. This right to access and use the Platform shall also extend to the Affiliates, under the Organisation’s sole responsibility.

The Organisation may not transfer or assign any of the rights and obligations arising from this Contract without securing the prior written consent of the Service Provider.

For the purposes of the proper performance of this Contract, the Organisation undertakes to notify the Service Provider as soon as possible of any change in its postal address (street address or P.O. Box). The Service Provider hereby disclaims liability for the consequences of any failure on the part of the Organisation to notify this information

Section 2: Accessing and using the Platform

2.1 Terms of access to the Platform

2.1.1 Organization access

The Platform shall be accessible via the Organisation Access (the “Organisation Access”) at the following Internet address:

https://app.holaspirit.com

The Organisation may access the service from any compatible computer or mobile terminal using the identifiers created for it. The Organisation Access shall enable it to access the parameters used to administer and manage the Platform, enabling it to appoint one or more Administrators (as per the definition of this term in section 2.1.2 below).

The access identifiers that are created shall be personal and confidential. The Organisation undertakes to do everything in its power to keep these identifiers secret and not to disclose them in any way.

The Organisation shall be fully responsible for the use of the identifiers. It shall ensure that no one who is not authorised by the Service Provider shall have access to the Services available on the Platform. Should the Organisation become aware of an unauthorised access to the services, the Organisation shall notify this to the Service Provider immediately and shall confirm the information in a letter sent by registered post.

The Organisation shall notify any theft or loss of the identifiers to the Service Provider immediately and shall confirm the information in a letter sent by registered post.

2.1.2 Administrator access

The Organisation may use its Organisation Access to set up access for one or more administrators (the “Administrator(s)”). Connection identifiers shall then be provided to these Administrators; they shall be governed by the provisions of the last three paragraphs of section 2.1.1 above.

An Administrator may for instance open, restrict or bar access to the Platform to users. The Administrator shall open access to the Platform by setting up member accounts (the “Member(s)”) in keeping with section 2.1.3 below.

The Organisation may restrict or shut off an Administrator’s access to the Platform at any point in time.

2.1.3 Member access

The Member Access shall be managed via the Organisation Access or Administrator Access. Connection identifiers shall be provided to each Member, these being governed by the provisions of the last three paragraphs of section 2.1.1 above.

As an exception to the provisions of the General Terms of Use of the Platform, the Service Provider reserves all its rights against the Organisation and/or its Affiliates, who shall act as guarantors, to the exclusion of any claims against any Third Party, including the Administrators and the Members.

The Service Provider shall be entitled to take legal action on any basis, directly against the Organisation and/or its Affiliates should any damage or loss be caused by the Administrators, the Members and/or any Third Party, in order to ensure that the Organisation and/or its Affiliates shall set right all of the detrimental consequences caused by these Third Parties. The Organisation and its Affiliates shall therefore ensure that the various users of the Platform comply with its terms of use.

The Organisation may issue General Terms of Use to the users, on the Platform, prior to any use thereof, whose content it shall be free to define, provided that these terms of use shall comply with this Contract and with the General Terms of Use of the Platform drawn up by the Service Provider and accessible at: https://www.holaspirit.com/tos.html. Should the Organisation’s General Terms of Use run counter to either of the above mentioned documents, they shall be set aside and these documents shall prevail legally.

2.2 Technical access conditions and Platform updates

The Service Provider shall provide the Services to the Organisation via the Platform accessible on its server via the Internet network, around the clock, 7 days a week, with the exception of the periods of scheduled maintenance that shall be disclosed beforehand via the https://holaspirit.statuspage.io service.

In order to guarantee the proper operation of the Platform, the latter has been optimised for the latest versions of the Explorer, Chrome and Firefox web browsers. The Organisation shall bear full responsibility for the proper installation and operation of its browser software.

The Service Provider shall be entitled to update and to make functional changes to the Platform at any point in time. The Service Provider shall inform its users about the state of the service, and the latest updates, upgrades and functional modifications requiring a temporary unavailability of the Services, via the https://holaspirit.statuspage.io service.

The Organisation is moreover warned about the technical uncertainties and interruptions of access that may occur. The Service Provider hereby disclaims liability for any unavailability or slowdown of the Services.

The Organisation undertakes not to expose the Platform to any risk of piracy and any attempt at taking advantage of a vulnerability of the Platform and of its security system. The Organisation shall implement all appropriate measures to provide reasonable assurance of the prevention of the above mentioned risks and of all other risks that might affect the Platform and its host.

2.3 Assistance

A support service is available on the Platform at the following address: https://holaspirit.zendesk.com/hc/fr/requests/new. This service is designed to provide support with the use of the Platform and to correct any Bugs.

For these terms:

  • a “Bug” is defined as any design, development, or programming error 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 according to the instructions.

The support service shall not cover any malfunction of the Platform that is directly or indirectly linked to an external cause, such as a user error on the part of the Organisation and/or any Third Party, or an incident.

In case of loss or corruption of data, the Organisation may however request the Service Provider’s assistance to recover all or part of the data. The Service Provider shall analyse the feasibility of recovering the data and shall invoice the Organisation for the extra costs as agreed jointly by the Parties.

2.4 Applications and content compatible with the Platform

The Applications that are compatible with the Platform are mentioned in the user guide at : https://holaspirit.zendesk.com .

The list of the above mentioned Applications is subject to change. For each of these Applications, the users of the Platform should enter the corresponding identifiers and passwords into the Platform. Moreover, the users of the Platform undertake to only use via the Platform the accounts of these Applications that are fully and legitimately theirs

Section 3: Plans

3.1 Plan details

A paid plan is available, in the form of monthly subscriptions, to the Organization (the “Plan”), including those found at the following link: https://www.holaspirit.com/pricing.html

Choosing a Plan is the Organization’s sole and entire responsibility. Nonetheless, the Organization has the option, at any time, including throughout the duration of the contract, to change its subscription. It is nevertheless specified that the Organization may not withdraw its commitment to subscribe to a Plan, and that the Service Provider shall not refund any fees paid by the Organization.

3.2 Subscription period

The Organization’s subscription to the Plan is for one month or one year and is automatically renewed for the same duration and for an unlimited period.

In the event that the Organization does not want its commitment to be automatically renewed, it must follow the appropriate steps in its profile on the Platform specifying that this termination shall only take effect for the initial period.

Once the subscription to a fee-based Plan is terminated, all of the Organization’s data may be destroyed without notice by the Service Provider. As a result, the Organization should keep a backup of this data before deleting its member account.

3.3 Changes to the subscription

The Organization shall have the option to change its Plan at any time if this means adding more users or switching to a Plan that is superior to the original Plan.

The Organization shall have the option to reduce the number of users on each monthiversary (for monthly subscriptions) or anniversary (for annual subscriptions) of the subscription to the original Plan.

Reducing the number of users or switching to an inferior Plan is only effective when there is no conflict with the Organization’s use of the Platform. For instance, reducing 80 users to 50 is only possible when the Organization actually uses a maximum of 50 user accesses on the day of the reduction.

Section 4: Data ownership

4.1 Ownership of the data

The Organisation shall retain ownership of all of the data that it transfers as part of its use of the Platform.

The Organisation expressly authorises the Service Provider to host this data on the server chosen by the latter and to use it for the purposes of operating the Platform and to generate statistics.

The Service Provider must ensure that the server chosen for the hosting features the appropriate features and facilities to ensure integrity of the creation and the storage of the data, as well as protection and confidentiality of the collection, the storage and the processing of the Organisation’s data.

4.2 Processing of personal data

4.2.1 Purpose, type, and duration of the processing

As part of the use of the Platform, the Service Provider may process the following personal data: first name, family name, IP address, telephone number , photo, email adress

The categories of persons concerned by this processing are all the users of the Platform to whom an access has been provided by the Organisation in accordance with the provisions of this Contract.

This personal data shall be gathered from all the users of the Platform, solely for:

  • the provision of the Services to the users, including help and support;
  • the analysis of the use of the Services and associated statistics with a view to improving the performances of the Platform;
  • meeting the Service Provider’s statutory and regulatory obligations.

Upon gathering the data, the Service Provider must inform the users about the data processing that it plans to perform. This information shall involve disclosing its privacy policy, available at the following address: https://www.holaspirit.com/privacy

The data shall be kept throughout the duration of the provision of the Services and for a period of up to the termination of the Contract, whatever the reason for this.

The Service Provider hereby undertakes, at the Organisation’s discretion:

  • to delete all the personal data and any existing copies thereof unless EU law or the applicable national law require the preservation of this data
  • to return this data to the Organisation within seven days. Should the Organisation choose this option, it must bring this to the attention of the Service Provider at least fifteen (15) days prior to the termination of the Contract, whatever the cause of this termination. Should it not notify this choice within the above mentioned timescale, all of the above mentioned data shall be destroyed by the Service Provider without prior notice.

At all times during the performance of the Contract, the Organisation shall have a right to export the data that is hosted.​

4.2.2 The role of the Service Provider

The Service Provider shall act merely as a data processor of the Organisation, as per the definition of this term in Regulation EU 2016/679 of 27 April 2016 and GDPR (General Data Protection Regulation), when processing personal data.

Therefore, the Organisation alone shall determine the purposes and the means of the processing of any personal data. The personal data shall only be processed by the Service Provider based on the written instructions of the Organisation, including with regards to any transfers of personal data to a third country or to an international organisation, unless the Service Provider has an obligation to process it under EU law or the applicable national law; in that case, the Service Provider shall inform the Organisation about this legal obligation before starting the processing, unless the right involved prohibits any disclosure for public interest reasons.

Should the Service Provider consider that an instruction constitutes a violation of Regulation EU 2016/679 of 27 April 2016, GDPR (General Data Protection Regulation) or of any other provisions of EU law or of the applicable national law concerning data protection, it shall immediately notify this to the Organisation.

4.2.3 Confidentiality, security and cooperation

The Service Provider undertakes to ensure that its personnel and service providers who are involved in the performance of this Contract comply with the following data protection related obligations:

  • not to make any copy of the documents and information that are entrusted to it, with the exception of those needed for the performance of this Contract or with the prior consent of the Organisation, and in general to guarantee the confidentiality of any personal data;
  • not to use the documents and data that are processed for purposes other than those specified in this Contract;
  • to take all the security measures required by article 32 of Regulation EU 2016/679 of 27 April 2016. The suitability of these measures shall be assessed in light of the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the likelihood and severity of the risks posed to the rights and freedoms of natural persons due to the processing of their personal data.

Moreover, the Service Provider undertakes, throughout the duration of the Contract:

  • to help the Organisation, as far as possible, to perform all of its obligations in respect of the requests made by the persons whose personal data is being processed with a view to exercising their rights under chapter III of Regulation EU 2016/679 of 27 April 2016, including requests for access, rectification, erasure (right to be forgotten), limitation of the processing, opposition or portability;
  • ​to make available to the Organisation all the requisite information, in order (i) to demonstrate compliance with the obligations stipulated by article 28 of Regulation EU 2016/679 of 27 April 2016 and (ii) to enable it to perform or commission audits or inspections by any Third Party retained by the Service Provider; and
  • to notify to the Organisation any data breach of personal data that it should become aware of, by e-mail. This notification shall be accompanied by any useful documentation in order to enable the Organisation, if need be, to notify this violation to the appropriate regulating body.

4.2.4 Third party processors

The Organisation hereby authorises the Service Provider to resort to any sub processor of its choosing for the purposes of the performance of this Contract. The Service Provider shall inform the Organisation of any planned change involving the addition or the replacement of subcontractors, so as to enable the Organisation to object to these changes. The information that is provided shall comprise the processing activities that are subcontracted, the identity and the contact details of the subcontractors and the dates of the subcontracting agreements. The Organisation shall have a timescale of 15 calendar days as of the date on which it receives this information to raise any objections. The subcontracting arrangement may only proceed if the Organisation has not raised any objections within the above mentioned timescale.

The Service Provider undertakes to ensure that its subcontractor(s) are subject to the same data protection obligations as the Service Provider under this Contract, bearing in mind that if a subcontractor fails to perform its data protection obligations, the Service Provider shall be fully liable to the Organisation for the subcontractor’s failing.

4.2.5 The Organization's undertakings

The Organisation undertakes:

  • to respond within the timescales stipulated by Regulation EU 2016/679 of 27 April 2016 to any requests from users exercising their data protection rights in respect of the data covered by any processing arrangements permitted under this Contract;
  • to be in a position to demonstrate that the persons whose personal data is gathered have granted their consent freely;
  • to comply with all of the provisions of Regulation EU 2016/679 of 27 April 2016 and of the national laws applicable to the processing of personal data;
  • to document in writing any instruction concerning the processing of the data by the Service Provider; and
  • to supervise the processing, including performing, at its own expense, the audits and the inspections of the Service Provider that are required.
  • to comply with all the provisions of GDPR (General Data Protection Regulation)​

4.3 Contact details

Should you have any questions, comments, suggestions or complaints, please contact Holaspirit SAS

Section 5: Licence and intellectual property

The Service Provider hereby grants to the Organisation a personal, non-exclusive, non-transferable and non-assignable right to use the Services throughout the duration of the Contract.

This Contract shall not grant the Organisation any right of ownership over the Services. The temporary provision of the Services may not be construed as any transfer of any intellectual property rights to the Organisation.

The Organisation undertakes to only use the Platform for the purpose of its requirements. This license is hereby granted with the sole aim of enabling the Organisation to use the Services in accordance with their designated purpose, to the exclusion of any other purpose.

The Organisation shall not under any circumstance make the services available to a Third Party, other than its Affiliates, and strictly undertakes not to make any other use of the Services, such as any adaptation, modification, translation, arrangement, dissemination, de-compilation, this list not being exhaustive.

The Organisation moreover undertakes not to reproduce any element of the Platform or any documentation concerning it, by any means, in any form and on any medium whatsoever.

Section 6: Complementary services

6.1 Interoperability

The Service Provider does not guarantee the compatibility and the interoperability of the Platform with the Organisation’s other software applications. The Service Provider may have to perform additional software development to ensure the compatibility and the interoperability of the Platform. This development may be performed at the request of the Organisation and shall then be invoiced by the Service Provider under the conditions that the Parties shall determine.

6.2 Additional services

Additional services may be provided by the Service Provider at the request of the Organisation. These services shall be agreed jointly by the Parties and shall be invoiced by the Service Provider under the terms agreed by the Parties.

Section 7: Reponsibility

7.1 Obligations - Liability of the Organisation

7.1.1 Use of the Platform

The Organisation must ensure that its use of the Platform complies with the applicable laws and regulations and the General Terms of Use of the Platform, which may be viewed at https://holaspirit.zendesk.com. The Service Provider does not provide any warranty to the Organisation concerning the compliance of the Organisation’s effective or planned use of the Platform with the applicable laws and regulations.

The Organisation shall be liable to the Service Provider for the use of the Platform by the Administrators, Members, Guests or by any Third Party.

7.1.2 Data and content

The Service Provider does not monitor the Organisation’s use of the Platform and the data and information input by the latter and by any Third Party, including the Guests. The Service Provider hereby disclaims liability for this content.

Therefore, the Organisation shall alone be responsible for the content, the conditions and the consequences of the dissemination or non-dissemination of content via the Platform. It must ensure compliance with all applicable statutory and regulatory provisions and take responsibility for all complaints.

The Organisation undertakes not to upload content that might be harmful to the public interest or might run counter to public morals, or that might provoke protests by third parties, or violate the prevailing legal provisions.

Therefore, should the Service Provider’s liability be invoked, in any capacity whatsoever, in any country, by a third party, for any violation of intellectual property rights, whether directly or indirectly (for instance, by the Persons Involved) concerning any element provided by the Organisation, by an Administrator, by a Member, by a Guest or by any Third Party, the Organisation undertakes to fully guarantee the Service Provider for the direct and/or indirect economic and financial consequences (including any procedural costs and legal costs) that might arise from such claims.

The Organisation must ensure that any data is sent to the Platform and may not blame the Service Provider on any grounds or in any capacity whatsoever for a failure to receive or a loss of the data that is transmitted. The Organisation shall keep backups of any data that is transmitted.

All of the data exchanged by the users as part of personal or “chat” messages on the Platform shall be destroyed by the Service Provider without issuing prior notice to the Organisation. The Organisation may not therefore call for the Service Provider to disclose or return all or part of this data.

In the course of performing the Contract, the Organisation shall moreover have the possibility to extract the data that is input into and generated by the Platform, under the terms that are set out in the user guide. The Organisation must to that end secure the requisite tools and skills for handling this data, at its own expense.

7.1.3 Analyses and statistics

The analyses and statistics provided by the Platform shall be merely indicative. Therefore, the Organisation shall be solely and fully liable for the consequences of the use of these analyses and statistics. It may not blame or invoke the liability of the Service Provider on any grounds and in any capacity whatsoever, owing to, for instance, the direct or indirect financial and commercial consequences of these analyses and statistics.

7.2 Obligations - Liability of the Service Provider

The Service Provider shall perform its activity under an obligation of means and hereby declares to the Organisation that:

  • the technical services covered by this Contract, including the hosting of the Organisation’s data and the provision of the administration tools used to manage and run the Platform shall be provided with all due care and attention required to provide a reliable and good quality Service;
  • to the best of the Service Provider’s knowledge, the Services are not affected by any Third Party challenge. Therefore, should the Organisation face a claim, in any capacity and in any country whatsoever, from a third party, on the basis of a violation of intellectual property rights, concerning any element of the Platform that is made available by the Service Provider, the latter undertakes to guarantee the Organisation fully against the direct and/or indirect economic and financial consequences (including any procedural and legal costs) that might arise from such a claim;
  • the identification data of the Internet users who use the Service shall be transmitted immediately to the courts and/or any authorities that request this; and
  • access to any contentious content that might violate French and/or EU law may be suspended without prior notice.

The Service Provider however disclaims liability in the following circumstances:

  • temporary interruptions of the Services needed for its proper operation and/or for the development of the computer system in order to improve its performances and/or for its maintenance;
  • operating problems or temporary interruption of the services that are beyond its control, such as in case of a temporary breakdown of the electricity supply or the telecommunications services; or
  • improper use of the Services by its users.

Should the Service Provider be found liable, the Parties hereby agree that its liability shall be limited to the fees effectively paid by the Organisation under this Contract.

7.3 Miscellaneous provisions

Each of the Parties expressly undertakes to comply with the regulations that are applicable to its own activities. Each of the Parties moreover undertakes to always behave fairly and in good faith towards the other Party and the users.

In any event, neither Party shall be liable for any indirect or unforeseeable losses or damage incurred by the other Party, including any loss of earnings, inaccuracy or corruption of data or files, loss of sales, loss of turnover or profits, loss of clients or loss of opportunity, linked in any way to this Contract.

Neither Party shall be liable for any late performance or non-performance of this Contract due to circumstances of force majeure, as defined by the case law of the French courts.

Section 8: Usage fees

The Organisation must pay a fixed monthly or yearly fee, whose amount shall be set depending on the Offer chosen as described in the following page: https://www.holaspirit.com/pricing.html.

The Organisation may have to pay VAT to the Service Provider in accordance with the applicable provisions of EU law. Therefore, the Organisation undertakes immediately upon receiving a request from the Service Provider to provide accurate and genuine information regarding its legal and taxation position.

In the case of a monthly subscription, the monthly fee shall be paid on the date of the signature of the Contract and subsequently on each monthly anniversary date of its signature, as follows:

  • By bank card: Visa, MasterCard, American Express;
  • By bank transfer (only for a yearly subscription).

In the case of a yearly subscription, the yearly price of the subscription must be paid in full on the date on which the order is placed, in accordance with the abovementioned payment terms.

All payment data will be exchanged in encrypted mode.

The payments made by the Organisation shall only be considered as effective upon effective cashing of the moneys that are due by the Service Provider. Access to the Services shall be opened once the moneys have been duly cashed.

Should the Organisation fail to pay a single instalment on its due date, this shall as of right lead to the charging of interest for late payment at a rate of three times the standard interest rate, without any prior notice, as of the first day of delay, plus any additional bank and management costs, notwithstanding any damages that may also be due. The Organisation and the users’ access to the Platform shall moreover be suspended.

The Service Provider shall draw up an invoice and shall transmit it to the Organisation.

Section 9: Termination

Should either Party fail to perform its contractual obligations, the Contract may be terminated as of right by the other Party fifteen (15) days after the default of response to a formal notice to cure the breach sent by registered post with acknowledgement of receipt. The formal notice shall state the alleged breach.

Once the Contract shall have terminated for any reason whatsoever (for instance: cancellation, termination or expiry), all of the Organisation’s data may be destroyed by the Service Provider without prior notice, subject to the specific provisions concerning personal data as set out in article 4.2.1. Therefore, the Organisation must keep a backup of this data prior to the cancellation of its account.

Section 10: Non-competition

Throughout the duration of the Contract and for a period of one year as of the termination of the Contract for any reason whatsoever, the Organisation undertakes not to develop or commission the development of a platform that might compete with that of the Service Provider, in any form and in any way whatsoever, including by acquiring shareholdings in companies that are involved in an activity similar to that of the Service Provider.

The Organisation undertakes not to develop or to sell, nor to commission the development or the sale by any third party of any platform, application or software that might directly or indirectly compete with the Platform that is the subject-matter of this Contract, throughout the duration of the Contract and for a period of one year following its termination, whatever the reason for this.

Section 11: Communication

​The Organisation hereby authorises the Service Provider to communicate on any medium and by any means the existence of this Contract and the fact that it was signed with the Organisation. To that end, the Service Provider may use the logo of the Organisation on its web site or on any other communication medium. The Service Provider must nevertheless submit to the Organisation the medium on which its logo is due to be used for approval prior to any correspondence or communication.

Section 12: Applicable law - Agreement on evidence

This Contract shall be governed by French law.

The Parties’ respective computer systems and files shall constitute valid evidence in the event of any dispute between them.

Each Party may therefore validly produce as evidence, as part of any proceedings, the data, files, programs, recordings or other elements, received, issued or kept using its computer systems, on all digital or analogue media, and may freely invoke same, save in the event of a blatant error.

Section 13: Disputes

​Should any dispute arise in connection with the interpretation, performance, non-performance, or the consequences of this Contract, and should the matter go to litigation, it shall be brought before the Commercial Court of Paris, France