Version - 01/12/2025
Between:
SKELLO, a simplified joint-stock company (SAS) registered with the Paris Trade and Companies Register under number 820 275 956, with its registered office at 69-71 rue Beaubourg 75003 Paris, or one of its subsidiaries, represented by its President, Wombat Holding, itself represented by its duly authorized manager (hereinafter "Skello").
And:
The Client, as defined below, duly represented by its legal representative or any other person duly authorized for these purposes.
Skello and the Client being individually referred to as the "Party" and jointly as the "Parties".
PREAMBLE:
Skello provides the Client with human resource planning management software and associated services. The use of this software and these services is governed by these general terms of service, accessible and printable at any time via the following link: https://www.skello.io/en/landing/conditions-generales, (hereinafter the "General Terms"), also appearing at the bottom of the website www.skello.io (hereinafter the "Site"). The Client declares having read and fully accepted these General Terms, which constitute the complete and sole agreement between Skello and the Client, replacing any prior agreement, document, or exchange, whether written or oral, concerning the same subject matter. All general terms and conditions of purchase or any other standard contract of the Client are expressly excluded. Only pre-contractual documents expressly referred to in the Order Form are taken into account.
If all or part of a clause in the General Terms is deemed null and void under an applicable rule of law or law, it shall be deemed unwritten, without affecting the validity of the other clauses of the General Terms. In such a case, Skello and the Client shall endeavor to replace the invalid clause with a new provision that preserves the spirit and general balance of the General Terms.
Article titles are provided for ease of reading and have no contractual value.
Any notification between the Parties, to be enforceable, shall be made (i) either by email with confirmation of receipt and reading by the other Party, or (ii) by registered letter with acknowledgment of receipt. Exchanges or communications made by other means, including online messaging integrated into the Solution, are intended for operational support, daily management, and general information, and do not constitute valid or enforceable contractual notifications, unless expressly and specifically stipulated as such in this Agreement.
Agreement: all contractual documents, composed of the Order Form, the General Terms, its Annexes, and/or any other document accepted in writing by the Parties formalizing the Subscription. In case of contradiction, the Order Form prevails over the General Terms and its Annexes.
Anomaly(ies): non-compliance (malfunction, incompatibility, incident, breakdown, or blockage) excluding the configuration of the Solution or an Integration in relation to its documentation (https://intercom.help/skello/fr/), substantially preventing the normal use of all or part of the Solution and the Services. To be qualified as an Anomaly and handled by Skello, this non-compliance must be reproducible by Skello. A simple aesthetic deviation, minor inconvenience, or malfunction not affecting essential functionalities does not constitute an Anomaly.
Business Day: an uninterrupted period of ten (10) hours, from Monday to Friday, excluding public holidays, between 8:00 AM and 6:00 PM, Paris time, France. Any deadline that began during a time slot will expire at the same time on the last Business Day of the deadline.
Client: Skello's co-contracting party, whether a legal entity or a natural person, who subscribes to the Services and any Subsidiary of the Client for whose benefit the Services would be made available, in accordance with the Order Form. The Client is a professional, understood as any natural or legal person acting for purposes falling within the scope of their commercial, industrial, artisanal, liberal, or agricultural activity, including when acting in the name or on behalf of another professional.
Minor Evolution: any update of the Solution and/or Services by Skello that may consist of corrections, regulatory evolutions, and/or discretionary improvements in ergonomics, execution speed, or efficiency. Only the latest version of the Solution is maintained by Skello.
Major Evolution: evolutions of the Solution and/or Services affecting and/or modifying its existing structure, and/or providing significant new functionalities, substantially enriching the user experience and the Solution's capabilities. They aim to improve the performance, compliance, or efficiency of the Solution and/or Services. They are notified by any means and made available to the Client according to the subscribed Subscription. Only one Major Evolution remains and is maintained by Skello.
Order Form(s): the written document or online summary by which Skello offers the Client access to its Solution and Services, in exchange for payment of a price determined by Skello. Its acceptance by the Client constitutes acceptance of the General Terms.
Personal Data: any information relating to an identified or identifiable natural person (hereinafter "Data Subject") within the meaning of the GDPR; an "identifiable natural person" is considered to be a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more specific elements specific to their physical, physiological, genetic, psychic, economic, cultural, or social identity.
Subsidiary: any affiliated company of the Client, within the meaning of Article L233-1 of the French Commercial Code. It may access and use the Services, subject to prior written acceptance by Skello and/or in accordance with the Order Form.
SaaS : the Solution and associated Services hosted on Skello's hosting provider's servers, enabling remote use via the internet.
Services : all functionalities provided by Skello through its Solution and SaaS services, summarized in the Order Form and the General Terms.
Solution : the standard configurable software made available, on the website, mobile phone, tablet or any other future device, to the Client and its Users within the framework of the Services, intended, in particular, to facilitate the management and steering of human resources and working time of the Client's employees, as well as any evolution of the software aimed at managing costs and personnel.
Subscription(s): the Client's subscription to Skello's Services, for a fixed term and against payment of a recurring price, as specified in the Order Form, which grants the right to use the Solution and the Services.
User(s) : means an employee of the Client to whom the latter provides a hyperlink for account creation to access the Solution and Services.
Workshop(s) : workshops organized by Skello to train the Client in the use of the Solution and Services and to assist them in configuring and updating the Solution and the Client's practices for optimal use of the Solution and Services, and/or concerning the operation of an Integration.
The purpose of these General Terms is to define the conditions under which Skello provides the Client with SaaS human resource management and steering Services, and to define the rights and obligations of the Parties in this context.
Services are ordered by the Client when the Order Form is accepted. This Order Form determines the scope of the subscribed Services, their price, the duration of the Subscription, and its payment terms.
3.1. Information prior to ordering Services
The Client confirms having, beforehand, sufficiently discussed with Skello and received all necessary information, advice, and details to ensure that the Services correspond to its expectations, needs, and constraints with full knowledge. The Client declares having sufficient knowledge of the Services and having familiarized itself with the characteristics, functionalities, and constraints, particularly technical, of all the Services, as appearing, notably, on the Site via the link https://help.skello.io, as well as the technical configuration necessary for their use.
3.2. Service ordering and contracting process
Except in the case of autonomous creation of the Client Account by the Client, Skello and the Client jointly determine the scope of the Services to be provided and their price, based on the needs expressed by the Client, who must provide Skello with all useful information for the implementation of the Services.
Skello then communicates to the Client by email a link to a secure online space presenting a precise summary of the selected Services, their price, payment terms, the number of Establishments, and the characteristics of the subscribed Subscription.
When the Client accepts the Order Form online or by any written means, it materializes its consent to subscribe to the Services and the unreserved acceptance of the General Terms and Annexes. The Client undertakes not to challenge the validity or enforceability of the Contract by invoking a lack of authorization or power of the person who signed it on its behalf.
3.3. Evolution of Services and the Order Form
During the term of the Contract, the scope of the Services and the Subscription may be modified or extended by the conclusion of a new Order Form, specifying the additional Services and/or the agreed modifications. Skello reserves the right, at its sole discretion, to refuse any request for amendment or extension.
In case of contradiction between the terms of an Order Form and the General Terms of Service, the terms of the applicable Order Form shall prevail within the limits of said contradiction.
3.4. Evidentiary value of electronic writing
The Contract and all information it contains are established on an electronic medium and accepted by the Client via the double-click process or, where applicable, by electronic signature. Electronic media and electronic signatures have the same legal value as paper media and handwritten signatures. Consequently, the Parties agree not to contest the content, reliability, integrity, or evidentiary value of these electronic documents. They irrevocably and unconditionally waive any action and/or claim arising directly or indirectly from the electronic acceptance method chosen (double-click or electronic signature) or the proofs of their intention to conclude the Contract.
When the Contract is signed electronically by the Parties, the electronic signature is performed through an electronic signature service provider chosen by Skello. The electronic signature service provider guarantees its compliance with the provisions of articles 1366 and 1367 of the Civil Code, decree n°2017-1416 of September 28, 2017, and Regulation (EU) n° 910/2014 of the European Parliament and of the Council of July 23, 2014. Each Party guarantees that the electronic signature of the Contract is affixed by its duly authorized representative for the purposes hereof. Each Party acknowledges and agrees that the signing of the Contract via the aforementioned electronic process is carried out with full knowledge of the technology implemented and its conditions of use. Each Party retains an electronic copy of the Contract guaranteeing its integrity.
The initial commitment period for the Subscription to the Services, as well as its start date, are specified in the Order Form.
The Subscription is then tacitly renewed for successive periods of one month in the case of a monthly commitment, or 12 months in the case of an annual or multi-year commitment, unless terminated by one of the Parties under the conditions and within the deadlines provided for in Article 20.
5.1. Conditions for accessing the Services
The Client's acceptance of the General Terms results in Skello making the Services available. Failing acceptance of the General Terms, access to the Services and use of the Solution is prohibited.
Access to the Services is carried out from the Client's computer equipment.
5.2. Opening of the Client Account
The use of the Services requires the online creation by the Client of an account in the Client's name by entering all the information required by Skello (hereinafter the "Client Account").
Any incomplete registration will not be validated. The Client must provide accurate data.
5.3. User Access to Services
Once the Client Account is created, the Client can open sub-accounts for its Establishments (hereinafter, the "Establishment Accounts"), linked to the Client Account.
For each Establishment Account, the Client selects the Users who will have access to the Services and sends them, via the Solution, a connection and account creation link. Skello can, at the Client's request, import User data into the Solution.
After having accepted the General Terms of Use available on the Site via the following link https://www.skello.io/landing/conditions-dutilisation (hereinafter "the GTU"), Users access their personal space. The User may log in, personally and at any time, to the Services, with the exception of maintenance periods and Skello's technical interventions. Access is made from the equipment (computers, mobile phones and/or tablets) belonging to the Client and/or the Users.
There are three main categories of Users with different permission levels:
5.4. Client's Responsibility regarding Users
The Client is the sole owner and responsible for User accounts and Establishment Accounts. User access to the Services is conditional upon and strictly linked to their professional relationship with the Client. In the event of termination of the professional relationship between a User and the Client, this User's access to the Services will be immediately deactivated via the Solution's settings at the Client's discretion.
The Client is solely responsible for:
Finally, the Client guarantees that Users will comply with the General Terms and the User GTU.
5.5. Confidentiality and security of identifiers
Identifiers allow the Client's Users to access Skello's Services. They ensure the protection of the Services and the Client's data. Identifiers are strictly personal and confidential.
Identifiers may be modified by the Client, Users, or Skello, who will inform the Client beforehand.
The Client must take all necessary measures to ensure that identifiers remain secret and are never disclosed. The Client is entirely responsible for the use and protection of identifiers. It must ensure that only authorized Users access the Services. The Client is also responsible for the security of its computer equipment used to access the Services.
If the Client becomes aware of access by an unauthorized person, it must inform Skello without delay by any means, including by email to hello@skello.io. Skello then has the right to take all appropriate measures to stop the unauthorized access.
5.6. Strictly personal use of the Services by Users
The Services are reserved exclusively for Users previously selected and pre-registered by the Client. The Client ensures that Users do not allow any third party to use the Services in their place or on their behalf, unless they bear full responsibility for doing so.
The following Services are provided by Skello to the Client, in a form and according to the functionalities and technical means that Skello deems most appropriate:
The Solution includes standardized functionalities that can be configured by the Client within the limits defined by Skello. If the Client's internal organization presents different specificities, their translation into the Solution is only possible within the limits of the parameters offered by the Solution. The Services do not imply any modification of the Solution's source codes or specific developments.
6.1. Schedule management solution
Skello provides the Client with its Solution, which primarily allows for:
6.2. Provision of a Time Clock system
A system for automating the control of the presence times of the Client's employees, in the form of a digital time clock, is integrated into the Solution (hereinafter, the "Time Clock").
The Time Clock is accessible to the User to enter start and end work times.
Entering these times allows for the calculation of actual presence time and its recording in the Solution.
6.4. Other Services
Skello reserves the right to offer any other Service(s) it deems useful, in a form and according to the functionalities and technical means it deems most appropriate, which may, at Skello's discretion, be included or not in the Subscription and/or be subject to a new Order Form to be accepted by the Client. The Solution may also be interfaced and/or integrated with various third-party software, such as, without limitation, payroll software, POS systems, recruitment software, or salary advance solutions, to facilitate the management of payslips or human resources. The Solution may integrate artificial intelligence systems (language models, prediction, recommendations, assistants) (hereinafter "AI Features"), within the meaning of Regulation (EU) 2024/1689 relating to artificial intelligence (hereinafter, the "AI Regulation"), which are intended to facilitate the Client's use of the Solution.
Some other services may be offered by Skello (hereinafter, the "Professional Services"), including configuration workshops and integrations with third-party service software. Unless expressly stipulated otherwise in the Order Form, the Professional Services are optional, invoiced in addition to the Subscription, and do not entail any specific development.
The Professional Services are performed by Skello under an obligation of means, in compliance with the Contract. They do not include services expressly excluded from maintenance/support within the meaning of Article 8.1.4.
7.1. Solution Configuration Workshops
Skello offers the Client a series of Workshops to facilitate the Client's use of the Solution and Services. The minimum number of necessary Workshops and their organizational arrangements are determined by Skello based on the Client's internal organization and the subscribed Subscription. Workshops may group several Clients or be organized for the Client only. Between each Workshop, the Client undertakes to carry out the familiarization and configuration actions for the Solution and Services that are requested and/or suggested by Skello. More generally, the Client undertakes to:
If the Client does not comply with these obligations and/or if the Client requests additional Workshops not provided for in the Subscription or the Order Form, Skello reserves the right to invoice these new Workshops after having informed the Client and obtained its acceptance.
At the end of a Workshop, and in accordance with the instructions given by Skello, the Client undertakes to use the Services and the Solution to verify their compliant use within seven (7) calendar days or, according to the duration specified by Skello during a Workshop.
Any Anomaly potentially detected by the Client must be notified in writing within twenty-four (24) hours of its detection, in accordance with Article 8. If the Client uses all or part of the Solution and Services or does not express any reservations at the end of the last Workshop, it is deemed to have validated the configuration and compliance of the Solution and Services. The Client's non-use of the Solution and Services does not justify a refund of the Subscription price by Skello.
7.2. Integrations with Third-Party Service Software
Skello provides Clients with integrations with various third-party software, such as payroll software, POS systems, or salary advance solutions, to facilitate data exchange and the interoperability of the Solution with the Client's information systems via API or any other means determined by Skello (hereinafter "Integrations"). Integrations are additional and optional, and do not form an integral part of Skello's Solution or Services, as described in Article 6. Consequently, the deletion, modification, or interruption of the availability of an Integration, for which Skello is not responsible, cannot under any circumstances be considered a Critical or Major Anomaly within the meaning of Article 8.1.1, nor a contractual breach by Skello. The list of available Integrations and their technical modalities (via flat files, API, etc.) can be consulted on the Skello Site at the following address: https://www.skello.io/landing/integrations, and/or in the Documentation. This list may evolve and be modified at Skello's discretion.
When the Client activates an Integration, they undertake to verify its proper functionality within the period agreed upon in writing with Skello.
Any Anomaly eventually detected must be reported by the Client to Skello, within twenty-four (24) hours following its detection, by written notification, in accordance with Article 8.
If the Client uses all or part of the Integration or does not express any reservations at the end of the agreed period, then they consider the Integration to be compliant.
The Client is solely responsible for the accuracy and completeness of the data transmitted to Skello via these Integrations. Skello's responsibility cannot be sought in the event of a malfunction, update, or breach by a third-party software impacting the Integration.
The Client expressly acknowledges and accepts that Skello makes every effort to provide the Solution and Services with diligence, in accordance with the Contract, excluding any obligation of result. Skello provides the Solution and Services as described in the General Terms and/or specified in the applicable Order Form, to the exclusion of any other service, including any specific development or adaptation not provided for by the standard functionalities and configuration.
8.1. Corrective and Evolutionary Maintenance
Skello undertakes, for the duration of the Contract, to ensure the corrective maintenance of the Solution's standard and to provide the evolutionary maintenance services for the Solution.
8.1.1. Corrective Maintenance
Corrective maintenance includes the diagnosis and correction of any Anomaly.
The Client must inform Skello of any situation that appears to be an Anomaly not caused by incorrect or inappropriate use of the Solution. To report an Anomaly, the Client must do so clearly and precisely, using either the instant support messaging integrated into the Solution, or by email to hello@skello.io. The Client undertakes to describe as precisely as possible the difficulty(ies) encountered and the circumstances in which it (they) occurred. For an Anomaly to be handled by Skello within the framework of maintenance, it is imperative that the Client documents it and that it is reproducible by Skello.
Anomalies are exclusively qualified by Skello according to the following categories:
From the moment Skello receives a complete and reproducible maintenance request, Skello will diagnose the Anomaly based solely on the written information provided by the Client, within a maximum period of forty-eight (48) business hours. Skello will verify if the conditions for coverage are met and if Skello is the cause of the reported Anomaly.
If Skello finds that the conditions for coverage are not met or that it is not the cause of the Anomaly, the Client will be informed without delay. In this situation, the Client will not be able to benefit from the maintenance services provided for by the Contract.
If the conditions are met, Skello will implement the necessary means to correct the covered Anomaly according to the following resolution times:
While awaiting the resolution period for an Anomaly, Skello may propose to the Client, when technically and commercially possible, to produce a temporary workaround solution, depending on the qualification of the Anomaly, until its definitive correction, which, in any event, will occur as soon as possible.
8.1.2. Evolutionary Maintenance
Evolutionary maintenance services for the Solution cover Minor Evolutions and Major Evolutions, excluding Solution configurations related to the Client's environment. Skello endeavors to take into account mandatory regulatory and/or legislative evolutions within timeframes compatible with the entry into force of these evolutions.
Skello solely determines the advisability of performing updates and/or Minor Evolutions and the number of updates and/or Minor Evolutions it delivers during the term of the Contract.
The Client accepts that Skello performs updates and/or Minor Evolutions automatically and without prior notification to the Client. Only the latest version of the Solution is maintained by Skello.
Major Evolutions may be subject to an additional price, determined by Skello, which the Client is free to accept or refuse.
8.1.3. Maintenance Conditions
Skello performs Solution maintenance primarily during the night. If necessary, Skello may limit or suspend access to the Services and the Solution during business hours to carry out maintenance operations. Skello will inform the Client as soon as possible, and at least twenty-four (24) hours in advance (except in emergencies), by any useful means, before any suspension or limitation of access.
Maintenance of the Solution by Skello is provided on condition that the Client complies with the following conditions:
8.1.4. Prestations exclues de la maintenance et du support technique
The following are notably not part of the Solution's maintenance and support:
8.2. Hosting
Skello undertakes, through an obligation of means, to ensure the hosting of the Solution and Services, as well as the data produced by Clients, through a hosting provider.
Skello provides the Client with an IT infrastructure (appropriate servers, networks, and software) located in the data centers of this third-party provider to use the Solution and Services via the internet.
Skello undertakes to:
i. provide the Client with sufficient storage and processing capacities to use the Services, in accordance with the Contract, within the limits of the third-party host's capacities;
ii. implement all technical means provided in the Contract to ensure the security of access to the Services;
iii. take all useful precautions to preserve the security of data, taking into account the nature of the data and the risks associated with the automated data processing implemented, and in particular prevent them from being distorted, damaged, or accessed by unauthorized third parties;
iv. Skello undertakes to ensure the permanence, continuity, and quality of access to the Services and the operation of the Solution. To this end, Skello will make its best efforts to maintain access to the Services 24/7, and sets an indicative objective, without commitment of result, and guarantees the availability of the Services at 99.5%, except in cases of force majeure;
v. implement effective controls to provide access to the Services under the terms of the Contract.
Skello is not responsible for setting up the IT security (such as antivirus or firewalls) necessary for the protection of the Client's and Solution Users' workstations.
The Client is aware of the technical hazards inherent to the internet, which may lead to access interruptions. Consequently, Skello will not be held responsible for the unavailability or slowdowns of the Services resulting from these hazards. In no case can Skello be held responsible for the impact that an unavailability of the Services could have on the Client's activities.
Given the complexity of the internet (unequal capacities of sub-networks, influx of users at certain times, bottlenecks over which Skello has no control), Skello's responsibility is limited to the operation of the servers on which the Solution is hosted, i.e., up to the external connection points.
Furthermore, the Client chooses its own internet access provider. Skello cannot therefore be held responsible for interruptions of access to the Services caused by the Client's internet network. Skello draws the Client's attention to the importance of carefully choosing its internet access provider and checking the backup options it may offer.
Skello cannot be held responsible for access speeds to hosting servers, slowdowns external to these servers, and/or poor transmissions due to a failure or malfunction of external networks.
In the event of hardware or software failure of its equipment, Skello undertakes to implement all necessary means to restore access to the Services as soon as possible and at its own expense.
8.3. Customer Support
For any question related to the use of the Services, Skello offers the Client customer support, accessible via an instant messaging service or via the email address hello@skello.io.
Depending on the identified need, Skello will estimate the response time and the nature of its response and will inform the Client accordingly.
The Client and its Users may receive various communications from Skello, by email or notifications within the Solution, which the Client expressly accepts and undertakes to ensure its Users expressly accept such communication. These communications notably concern the Services (Skello news, information on the SaaS solution and mobile application to assist in optimizing usage, invitations to physical or online events, invitations to participate in surveys to gather feedback, etc.).
It is specified that the Client and its Users will have the option to unsubscribe from promotional communications, directly via the link present in emails or by contacting Skello at privacy@skello.io.
10.1. Price and payment for Services
The Client undertakes to pay Skello the price indicated in the Order Form.
The Subscription is invoiced in periods in accordance with Article 4. Any Subscription period commenced is due in full.
All prices are expressed in Euros, excluding VAT (Value Added Tax) and all other taxes. These taxes will be invoiced additionally, at the rate applicable on the day of invoicing. The Client is also responsible for exchange rate risks and tax differences, if any.
Payment of the invoice is due in advance and considered made when Skello has received the entirety of the amounts due.
THE CLIENT EXPRESSLY ACKNOWLEDGES AND ACCEPTS THAT THE SUBSCRIPTION PRICE MAY BE INCREASED ONCE PER CALENDAR YEAR BY SKELLO, and, furthermore, at any time, in the event of changes in Skello's external costs, particularly those related to its technical service providers, new legal or regulatory obligations, or significant economic variations.
Payment is made by direct debit from the Client's bank account. For this, the Client must have previously signed a SEPA direct debit mandate and/or provided their bank account details (RIB) in the Solution. If the Services are also used by the Client's Subsidiaries, the Client has the option of registering a different payment method for each Subsidiary. The amounts due are payable upon presentation of the direct debit notices to the Client and its Subsidiaries, if applicable.
All prices are expressed in Euros, excluding VAT and all other taxes, which will be invoiced in addition according to the rate applicable on the day of invoicing. The exchange rate risk and the tax differential, where they exist, also remain the responsibility of the Client, who is obliged to bear them.
The Client is responsible for the accuracy of the billing information provided in the Solution. As such, it undertakes to:
Any notification from the Client relating to invoices may be sent to the email address billing@skello.io.
10.2. Payment delays and incidents
The Client has a period of fifteen (15) days from the invoice issue date to dispute it. After this period, the invoice can no longer be disputed.
Any unpaid invoice will result in the implementation of an automated reminder procedure by emails constituting a formal notice. Without regularization of payment and in the absence of any dispute of the unpaid invoice, within twenty-eight (28) calendar days following the due date of the unpaid invoice:
The suspension of access to the Services will not be considered a breach, a refusal of performance, or a termination of the Contract by Skello and will not entitle the Client to any compensation. The Client expressly acknowledges and accepts that the obligation to pay the price within the deadlines is an essential obligation of the Contract. The terms for restoring access to the Services will be defined between the Parties, after full payment by the Client of all sums due.
In case of persistent payment delay beyond twenty-eight (28) calendar days, and in the absence of any dispute of the unpaid invoice, Skello may, at its sole discretion and in addition to the foregoing:
Without prejudice to the other obligations set forth in the Contract, the Client undertakes to comply with the following obligations.
11.1. Use of Services
The Client is solely responsible for the accuracy, quality, and legality of the data entered into the Solution, and for the use of the Services, including that carried out by Users and Subsidiaries, in accordance with the Contract. The Client is responsible for its relationships with Subsidiaries and Users, particularly in the event of disputes related to the use of the Services. Skello's liability cannot under any circumstances be engaged in this respect. Any erroneous configuration or use exonerates Skello from all liability.
The Client formally prohibits itself, and prohibits Subsidiaries and Users, from assigning or transferring, even partially, its rights or obligations under the Contract to a third party without Skello's prior written authorization.
The Client acknowledges that Skello's Services constitute a complementary solution for human resource management and do not completely replace other means it may have for the same objective.
11.2. Compliance with legal obligations
The Client is responsible for the adequacy of the expression of its needs to its actual needs. THE CLIENT IS INFORMED THAT THE INFORMATION OR SUGGESTIONS THAT SKELLO MAY PROVIDE ON THE USE OF THE SOLUTION DO NOT CONSTITUTE LEGAL ADVICE OR CONSULTATION. The configuration and use of these functionalities therefore fall under the sole responsibility of the Client, depending on its internal organization, its constraints, and the regulations applicable to it.
The Client is expressly informed that the Solution does not guarantee automatic compliance and does not replace its legal, social, fiscal, or conventional obligations, particularly concerning formalities, the payment of contributions, taxes, or duties.
Certain configurations chosen by the Client may have an impact on its compliance, particularly regarding working hours, calculation of remuneration, or monitoring of presence times. The Client acknowledges having been informed of the need to verify, by its own means or with the help of its advisors, the compliance of its practices and the configurations it applies.
In any event, the Client remains responsible for the use of the Solution and the Services, as well as for the use it makes of the results obtained by using the Solution and the Services.
Consequently, Skello is in no way responsible for the use of the Services by the Client and Users, particularly human resource indicators, information generated by the Services (such as the calculation of employee remuneration), payroll management information, and generally, all results, elements, information, and documents derived from the Services and the Solution. These elements fall under the exclusive responsibility of the Client.
Thus, Skello cannot under any circumstances be held responsible for a sanction (administrative, civil, or criminal) imposed on the Client or its employees that would result directly or indirectly from:
11.3. Client's cooperation and responsibility
The Client undertakes to (i) provide Skello with all documents, elements, data, and information necessary for the proper execution of the Services, (ii) subscribe to and maintain in force insurance covering the pecuniary consequences of its liability in case of use of the Solution and the Services, and (iii) actively cooperate with Skello for the proper execution of the Contract and inform it of all difficulties.
The Client indemnifies Skello against all complaints, claims, actions, and/or demands whatsoever that Skello may suffer as a result of a breach by the Client, Subsidiaries, or Users of any of its/their obligations or warranties under these presents. It undertakes to compensate Skello for any damage it may suffer and to pay it all costs, charges, and/or condemnations it may have to bear as a result.
Sans préjudice des autres obligations prévues dans le Contrat, le Client s’engage à respecter les obligations suivantes.
12.1. Skello's Obligations
12.1.1. Provision of Services
Skello undertakes by all means to provide the Services with diligence and in accordance with the Contract, excluding any obligation of result, which the Client expressly acknowledges and accepts. Skello's intervention is limited to the sole provision of the Services as described in these General Terms, to the exclusion of any other service.
As such, the Client acknowledges and accepts that the Services are provided to them personally, Skello maintaining no relationship with Subsidiaries, Users or any other third party and providing them with no service. The Client undertakes to hold Skello harmless in all disputes or litigation with or between these persons and to take personal responsibility for their resolution.
The Client expressly acknowledges and accepts that Skello does not intervene in the organization of team planning and in the implementation of payroll. In this regard, the use of the Services is the sole responsibility of the Client, who undertakes to hold Skello harmless in all disputes or litigation that may arise in these areas and to take personal responsibility for their resolution.
Skello performs no moderation, selection, verification or control of any kind regarding the information and messages sent between Users via the Solution, or, more generally, concerning the results, information and elements stored, transmitted or accessible via the Solution or the Services, over which Skello has no power. Skello cannot, under any circumstances, be held liable in this respect.
Skello cannot be held responsible for temporary difficulties or impossibilities of access to the Services that would result from circumstances beyond its control, a case of force majeure, or disruptions of telecommunication networks and/or the Internet.
12.1.2. Security of Services
Skello undertakes to use its best efforts to ensure the security of the Solution and the Services, in accordance with the security measures provided for in the Contract. Skello guarantees that only authorized Users will be able to access the corresponding Establishment Accounts and prohibits itself from communicating their content to third parties.
Skello undertakes to implement and maintain security measures adapted to the risks. In the event of malicious intrusion into the Client's storage space, Skello will not be held liable, unless the Client demonstrates that the security measures implemented by Skello were insufficient.
Skello cannot be held responsible for a lack of vigilance on the part of the Client, Subsidiaries or Users concerning the confidentiality of their identifiers and passwords.
Skello does not guarantee to the Client that the Services, which are subject to constant research to improve their performance and progress, will be totally free of errors, viruses, defects or faults. In any event, Skello reserves the right to temporarily interrupt access to the Services for maintenance or security reasons.
12.2. Skello's Liability
Skello's liability in the provision of the Services is strictly limited to direct and foreseeable damages resulting exclusively from a proven and judged fault of Skello in the performance of its contractual obligations.
Skello cannot, under any circumstances, be held liable for any damage resulting from a defect or unavailability of a third-party service or software, including the host, from any non-compliant use of the Solution by the Client, from any configuration made by the Client, or from any legislative or regulatory change occurring after the conclusion of the Contract.
Skello cannot, under any circumstances, be held liable for any indirect damage such as, but not limited to: loss of operation, loss of profit or image, loss or alteration of files or data, loss of anticipated profit and clientele, loss of earnings, loss of revenue or reputation, loss of use, missed gain or expected income, loss of opportunity, or any other financial loss resulting from the use or inability to use the Solution or the Services by the Client, as well as any loss or deterioration of information for which Skello cannot be held liable, or the consequences of claims, demands made by any third party whatsoever against the Client and/or any other unforeseeable indirect damages, even if Skello was informed of the possibility of such damages occurring. In particular, Skello disclaims all liability in the event of error, omission or legal or social consequence linked to the use of recommendations produced by AI Systems.
Skello does not guarantee the ability of the Solution or the Services to achieve objectives that the Client may have set for itself or to perform particular tasks that it had not previously set out exhaustively in writing and that had not been expressly validated by Skello.
In the event of loss or damage caused to the Client's data due to the provision of the Services and the Solution by Skello, Skello's liability will be limited to the implementation of the last backup made either by the Client or by Skello and to the reconstitution by Skello, at its own expense, of the Client's lost or damaged data to the extent possible.
The Client must provide Skello with all elements necessary for the implementation of the Solution and will be responsible for setting up the means necessary for the execution hereof.
Generally, failing for the Client to have invoked Skello's contractual liability within one (1) year from the occurrence of the damage, the Client will be deemed to have waived the right to claim any contractual breach.
Skello's liability under the Contract, per year, all claims and all damages combined, due to Skello's proven liability, is limited to the amounts paid by the Client to Skello, during the six (6) months preceding the occurrence of the first damage.
This limitation of liability is an integral part of these presents between the Parties and was one of the essential elements taken into account when determining the price by Skello.
These provisions remain applicable in the event of termination of the Contract, even in the event of judicial termination of the Contract.
During the performance of the Services, Skello may deliver, make available or use on behalf of the Client elements that are protected by copyright. These elements, as well as all copyrights attached thereto, remain the property of Skello or, where applicable, that of the third party holding the rights.
The Client is not entitled to make these elements, derivative works, or copies thereof, even partially, available to third parties without Skello's prior authorization.
13.1. License to use the Services
In consideration of the payment of the Subscription price, Skello grants the Client a personal, non-exclusive and non-transferable license to remotely use the Solution and the corresponding documentation, for the duration of the Contract and worldwide.
This right of use is solely intended to facilitate the use of the Solution within the framework of the Services, and it is strictly limited to the right of representation and reproduction. It does not confer any right on the Client to modify, adapt, arrange, or translate.
This license is granted for the Client's internal IT operations only and is limited to the number of Users and Establishment Accounts provided for in the Subscription.
The Client shall use this right of access alone, in accordance with the Contract, for its own internal needs only. The Client undertakes not to make the Services and the Solution available to a third party to the Contract. The Client is strictly prohibited from assigning the license or granting sub-licenses of the Solution to third parties or its Subsidiaries, without Skello's prior, express and written agreement.
Unless otherwise provided by law, it is strictly forbidden to disassemble, decompile, decrypt, extract, reuse, copy, or more generally, to perform any act of reproduction, representation, distribution or use of all or part of these elements without Skello's authorization. Failure to comply with these prohibitions may result in legal proceedings.
13.2. Ownership of Client data and files
All data and files recorded by the Client in its Client Account remain its full property. The Client shall be responsible for and indemnify Skello against any recourse by a third party concerning these data and files and thus releases Skello from any verification in this regard. The Client grants Skello a license to use the data, files, information and elements transmitted by the Client via the Solution and the Services, for the purposes of the execution of the Contract and the Services by Skello, worldwide and for the entire duration of the Contract and the Services.
Skello is authorized to irrevocably use anonymized and aggregated data resulting from the Client's use of the Solution, for the purposes of improving its services, developing new services, training statistical or algorithmic models and producing statistics.
13.3. Control of the license scope
Skello controls the effective number of Users of the Solution at the time of invoicing. In case of suspicion of fraud, Skello reserves the right to audit the Client's use of the Solution, subject to a ten (10) business days' prior notice. This control may be carried out either on site or by remote intervention using control tools implemented by Skello or its mandated service provider.
The Client undertakes to provide Skello with all documents and information useful for the accomplishment of this mission upon simple request and, in particular, complete data having previously verified their relevance and completeness with regard to the models and formats defined by Skello.
If it appears that the declared number of Users does not conform to the observed number of Users, Skello will invoice the Client:
In the event that the right to use the Solution is expressly extended to the Client's Subsidiaries in execution of the Contract, and/or more generally, to third parties expressly and previously authorized by Skello, the Client guarantees the application of this clause to third-party companies using the Solution.
13.4. Warranty against eviction
Skello guarantees the Client against any action or claim based on the infringement of all or part of the Solution tending to restrict or prohibit the use of the Solution and the related documentation, under the conditions described in this article.
To this end, Skello shall defend the Client at its own expense against such action and shall bear the damages and reasonable costs and expenses to which the Client may be condemned on the basis of such action, by a court decision having the force of res judicata and being final, provided that the Client:
The Client, throughout the duration of the action, shall collaborate with Skello, which shall retain control of the procedure. However, in the event that the Client and/or its Users are implicated in a criminal action, the Client shall retain control of its defense.
If such an action occurs, or appears probable, Skello shall negotiate the possibility for the Client to continue to benefit from the Solution or shall proceed with its modification, in whole or in part, or its replacement. If Skello considers that none of these solutions is reasonably possible, the Client shall cease to use the Services and the Solution. In this case, Skello shall credit the Client with an amount equal to the price paid for the concerned part of the Solution.
Skello disclaims all liability for any action for infringement of any intellectual or industrial property right whatsoever, which would originate from:
This expresses the entirety of Skello's obligations regarding the warranty of peaceful enjoyment.
14.1. Personal Data Controllers
The Parties comply in all circumstances with the regulations applicable to them regarding personal data protection, particularly the GDPR. Each acts as a data controller for processing carried out for its own needs and provides data subjects with the information required in its privacy policy. Skello's privacy policy is accessible via this link: https://www.skello.io/landing/politique-de-confidentialite.
14.2. Personal Data processing within the framework of the provision of the Solution and Services
For Client Personal Data processed by Skello for the purpose of providing the Solution, Skello acts as a data processor and the Client as a data controller. This processing is governed by the Data Processing Agreement annexed to the Contract, which prevails for all matters concerning: documented instructions, security, confidentiality, subsequent sub-processors, assistance, data breaches, transfers outside the EU, and audits.
14.3. Processing carried out by Skello as data controller
Skello may process certain Personal Data as a data controller for the following purposes:
This processing is based on Skello's legitimate interest, does not involve sensitive data, and is implemented with appropriate safeguards (minimization, access limitation, adapted retention periods). Details (data categories, durations, data subject rights, contacts) are provided in Skello's privacy policy.
15.1. Definitions
"Input Data": Client data provided via the Solution to use the AI Features (prompts, content, parameters, contexts).
"Output Data": Content and results generated by the AI Features (recommendations, texts, classifications, predictions).
15.2. The Features are available according to the subscribed Subscription. Their activation, deactivation and User access are managed by the Client's Administrator.
15.3. The Client remains the owner of the Input Data. The Client grants Skello a non-exclusive, worldwide and free license to (i) provide the AI Features, (ii) ensure security and quality of service (logging, supervision, debugging), (iii) comply with legal and regulatory obligations.
15.4. Subject to Skello's rights over the AI Features, the Client holds the rights to its Output Data. The Output Data are not identical from one Client to another. The Output Data are for indicative purposes only. The Client must verify their accuracy and adequacy and retains full responsibility for their use, with appropriate human supervision.
15.5. Interactions involving AI are indicated in the Solution. Skello retains logs for traceability, security and compliance purposes, for the necessary duration.
15.6. The Client is prohibited from using the AI Features: (i) in violation of law (labor, consumer, non-discrimination, intellectual property, competition, etc.), (ii) to process special categories of data without a legal basis and appropriate measures, (iii) to bypass compliance safeguards configured in the Solution, (iv) for reverse engineering or systematic extraction of models.
15.7. Skello may modify, suspend or withdraw an AI Feature (security, compliance, performance requirements or external circumstances), without obligation to maintain each prior feature, subject to imperative legal obligations.
15.8. Skello is not responsible for decisions made by the Client based on the Output Data. No guarantee of accuracy, completeness or suitability for a particular purpose is given for the Output Data. The exclusions and liability caps referred to in Article 12 apply to the AI Features and do not add to a separate cap.
15.9. Personal Data processing related to the AI Features is governed by the Data Processing Addendum. In case of conflict, this addendum prevails for these processing operations.
15.10. The Client may deactivate the AI Features via the administrator settings. Deactivation terminates the processing of Input Data solely for the purpose of providing the AI Features, without prejudice to technical logs retained and legal retention obligations.
Each Party shall keep strictly confidential all legal, commercial, industrial, strategic, technical or financial documents and information transmitted by the other Party or of which it may have become aware during the conclusion and execution of the Contract, and shall not disclose them without the prior written consent of the other Party.
This obligation does not extend to documents and information:
This obligation of confidentiality extends to all employees of the Parties as well as to their Users, affiliates, subcontractors and co-contractors. It shall continue to produce its effects for three (3) years from the end of the Contract. The Parties shall take all necessary measures with respect to their personnel, as well as with respect to any subcontractor, or any other third party, as the case may be, to ensure, under their responsibility, the confidentiality of all information and documents referred to above.
The Client is informed and expressly accepts that Skello may use any service provider, supplier, or sub-contractor of its choice to obtain the necessary means for the execution of the Services and/or entrust the execution of all or part of the Services to any service provider, supplier, or sub-contractor of its choice. Skello may communicate to the concerned partner, supplier, or sub-contractor all documents, elements, data, and information necessary for this purpose, which the Client expressly accepts.
Skello shall in any event remain solely responsible for the proper execution of the Services and its obligations towards the Client.
The Client expressly authorizes Skello to cite it and grants Skello a license to use and reproduce its trademarks or logos as commercial references, notably during demonstrations or events, in its commercial documents and on its website, in any form whatsoever, for the duration of the Contract and beyond, for a period of three (3) years and worldwide.
Skello is not responsible for the technical availability of websites or mobile applications managed by third parties, even if the Client or Users access them via the Site, the Services or the Integrations.
Skello assumes no responsibility for the content, advertisements, products or services available on these third-party sites and applications. It is important to remember that these are governed by their own terms of use.
Furthermore, Skello is not responsible for transactions between Users and any advertiser, professional or merchant (including its potential partners) to whom Users may be directed by the Site, the Integrations or the Services. Skello will under no circumstances be a party to any dispute with these third parties, for any reason whatsoever.
Each Party may terminate the Contract by written notification in accordance with the terms set out in this Article.
20.1. Termination for convenience
The Contract may be terminated for any reason whatsoever at the end of the current Subscription period. For the termination to be effective, the Client's termination notice must be received by Skello within the following deadlines:
If the termination notice is received by Skello after the aforementioned deadlines, the termination will take effect at the end of the following Subscription period.
The termination of the Contract is carried out either (i) by registered letter with acknowledgment of receipt, or (ii) by means of a standard termination form made available by Skello upon the Client's request, or (ii) by writing to the email address resiliation@skello.io. The date used to verify compliance with the notice period is the date of receipt of the Client's request by Skello.
Any early termination by the Client, outside the notice and form conditions mentioned above, does not result in the cessation of the Client's payment obligations for the current Subscription period. The entire price of the Services corresponding to the remaining contractual period remains due to Skello.
20.2. Termination for serious breach
In the event of a serious breach by one of the Parties of its obligations under the Contract, which has not been remedied within a period of 30 (thirty) days from the sending by the Party victim of the breach to the defaulting Party of a registered letter with acknowledgment of receipt notifying the breach, the Party victim of the breach may terminate, automatically and without further formality, this Contract, without prejudice to any damages it may claim.
In the event of a contractual breach of extreme seriousness by the Client, particularly in the event of a violation by the Client of an intellectual property right granted hereunder or in the event of a violation of its confidentiality commitments, Skello may terminate the Contract immediately, automatically and without delay.
20.3. Payment of notice period
The Client expressly acknowledges and accepts that any commenced Subscription period is due in its entirety.
In the event of termination, the Client undertakes to pay the price of the Services for all remaining Subscription periods until the effective date of cessation of the Contract. Access to the Services is maintained until this date.
From time to time, Skello may change, modify, supplement or delete all or part of the General Terms and Annexes, which the Client expressly accepts.
The Parties undertake to subscribe to a professional civil liability insurance policy, which they shall maintain in force for the duration of the Contract and which shall cover them for all risks arising from the Contract or the Services, and more particularly against any potential loss of operations. The Client shall obtain from the insurer a waiver of recourse by the latter against Skello and its insurer.
Initially, cases of force majeure shall suspend the obligations of the Parties.
If the force majeure event continues for more than three (3) months, the Contract may be terminated by registered letter with acknowledgment of receipt, at the initiative of either Party, without any indemnity, with immediate effect.
Are considered as cases of force majeure, in addition to those defined by article 1218 of the Civil Code and those usually recognized by French courts, any circumstance independent of the will of either Party, beyond its reasonable control and preventing the normal execution of the Services.
Each of the Parties waives the right to hire or employ, directly or indirectly, any employee of the other Party who participated in the performance of the Contract and/or the Services, even if the initial solicitation is made by the employee.
This clause is valid for the entire duration of the Contract and the Services, plus an additional period of one year.
In the event of non-compliance with this commitment, the defaulting Party shall pay an indemnity to the other Party, equivalent to twelve (12) times the most recent gross monthly salary of the poached employee, increased by employer contributions and any recruitment costs for a replacement.
The assignment of the Contract by the Client shall be subject to Skello's express, written, and prior agreement. However, Skello may freely transfer the Contract to any company within its group, subsidiary, sister company, or parent company.
For the execution of the Contract, each of the Parties elects domicile at its address, as it appears in the SEPA direct debit mandate or, where applicable, in the Order Form. They undertake to inform each other of any change of address by any useful written means, including by email. Failing this, any mail sent to the aforementioned address will be considered as having been validly received.
This Contract is exclusively governed by French law.
Should a dispute arise concerning the validity, interpretation, execution, non-execution or termination of the Contract / Services, the Parties shall endeavor to resolve it amicably prior to any legal action.
IN THE EVENT OF PERSISTENT DISAGREEMENT, ANY DISPUTE CONCERNING THE VALIDITY, INTERPRETATION AND/OR EXECUTION OF THE CONTRACT, THE PARTIES AGREE THAT THE COMMERCIAL COURT OF PARIS SHALL HAVE EXCLUSIVE JURISDICTION TO JUDGE IT, SAVE FOR MANDATORY PROCEDURAL RULES TO THE CONTRARY.
