General terms and conditions of the services available on the skello.io platform

Last updated on 12 October 2020

1. Object

The present terms and conditions (hereinafter: the “Terms and Conditions”) aim to define the conditions under which the company SKELLO, SAS (simplified joint-stock company), registered in the Créteil RCS (Trade and Companies Register) under number 820 275 956, headquartered 112, Avenue de Paris – CS 60002 – 94306 Vincennes Cedex (hereinafter: “Skello”) provides for companies (hereinafter the “Clients”) the hereby defined team management and scheduling services (hereinafter: the “Services”) through the website www.skello.io (hereinafter: the “Website”) and through the account required to use the Services and created in the name of the Client (hereinafter: the “Client Account”), and to define the rights and obligations of the parties in this context.

They are accessible and printable at all time through a direct link at the bottom of the Website’s page.

The Terms and Conditions express the entirety of the parties’ agreement. They cancel and replace any agreement, letter, offer or any other prior written or oral document with the same purpose.

They can only be completed, if need be, by the conditions of use specific to certain Services or certain Clients appearing on the order form referred to in article 2 (hereinafter: the “Order Form”). The specific conditions of use and the Order Form constitute, along with the Terms and Conditions, an indivisible contractual whole (hereinafter: the “Contract”). In the case of contradiction, the specific conditions of use and the Order Form prevail over the Terms and Conditions.

2. Service order

Skello and the Client jointly approve the extent of the Services that need to be provided and their price, depending on the needs expressed by the Client, especially the number of offices concerned (hereinafter: the “Offices”). For this purpose, the Client is to provide Skello with all the information useful to implement the Services.

The agreement reached is recapitulated and emailed by Skello to the Client. The Client shall express their final agreement following the process required by Skello in the email.

When the Client subscribes to the Services as part of an annual commitment, the agreement reached is the object of an Order Form addressed with the present Terms and Conditions. The Client shall agree to and/or sign the Order Form following the process required by Skello in order to express their final agreement.

3. Accepting the Terms and Conditions

The agreement by the Client, under the following conditions and according to the process required by Skello, leads to their accepting the present Terms and Conditions. This agreement can only be full and unconditional. Any conditional subscription is considered null and void. The Client who does not agree to be bound by the present Terms and Conditions should not access the Website or open a Client Account or use the Services.

4. Access to Services

4.1 Opening a Client Account

The use of the Services requires the prior opening of a Client Account on the Website. The opening of a Client Account can only be achieved in two ways:

  • In principle, Skello sends the Client a link leading to the Website through which the Client opens a Client Account by filling the form provided for this purpose. The Client must provide all the information marked mandatory. Any incomplete subscription will not be validated;
  • After communicating and in agreement with Skello, Skello may also open the Client Account and then send the Client a link leading to said Client Account along with their login details and password.

4.2 Users’ access to Services

When the Client Account is open, it is up to the Client to open sub-accounts for their Offices (hereinafter: the “Office Accounts”), connected to the Client Account.

It is also up to the Client to select, for each of these Offices, the users who will have access to the Services (hereinafter: the “Users”) and to assign them personal login details.

Users are divided into seven categories:

  • A lead administrator for the Client Account and the Offices Accounts (hereinafter: the “Administrator”);
  • The supervisor in charge of the operational management of one or several offices involved in employee management (hereinafter: the “Advanced Master”);
  • The supervisor in charge of the operational management of one or several offices with no access to the account parameters (hereinafter: the “Standard Master”);
  • The supervisor in charge of managing and creating the team schedules with access to employees’ sensitive data (hereinafter: the “Advanced Planner”);
  • The supervisor in charge of managing and creating their own team’s schedules only (hereinafter: the “Standard Planner”);
  • The user with access to Schedules and the possibility to ask for leaves and default availabilities (hereinafter: the “Advanced Employee”);
  • The user with sole access to the default Schedule, with no possibility of action (hereinafter: the “Standard Employee”).

The Client is the only one in charge of signing in Users on the corresponding Offices Account, their assignment to one of the aforementioned categories, as well as the accuracy and veracity of the information that needs to be filled in by the Users.

When their registration is validated, the Users access their personal space which allows them to manage their use of the Services, depending on their status.

Access to Services is provided with no prior installation on the Users’ equipment.

Technical documentation about the use of the Services is available for the Users on the Client Account.

4.3 Personal use of Services

The Services are exclusively reserved for Users previously selected and registered by the Client.

The Client commits to make sure that the Users do not allow any third party to use the Service in their place or on their behalf, unless they agree to take the entire responsibility. The Client is the only one in charge of maintaining the confidentiality of the Users’ login details.

The Client shall take any measure deemed necessary should Users’ accounts be used without their knowing by a third party.

The Client shall also immediately contact Skello if they observe that the Client Account or one or several Offices Accounts have been used without their knowing. They give Skello the right to take any appropriate measure in such cases.

5. Description of the Services

The following Services can be provided by Skello for the Client, entirely or partially, in the form and according to the functionalities and technical means deemed most appropriate by Skello. Skello grants a license to use the Services to the Client, as hereafter defined, following a SaaS (Software as a Service) model. The Client is strictly forbidden to grant sublicenses to third parties.

5.1 Provision of a schedule management solution

Skello is providing the Client with a software solution (hereinafter: the “Solution”) meant to facilitate the preparation, organization and follow-up of intervention plans for the members of one or several teams of Users (hereinafter: the “Schedules”).

5.1.1 Creation and monitoring of the Schedules

The Solution allows the systems’ Administrators, Advanced Masters, Standard Masters, Advanced Planners and Standard Planners to create weekly Schedules for each team of Advanced and Standard Employees.

The Advanced and Standard Employees may access these schedules, read them and type in information about themselves, specifically their name, first name, contact information, position and any information required by the Client to manage their work and remuneration.

The Schedules may also be updated by the Administrators, Masters or Planners, depending on the needs of each Office. In this regard, they may provide the Employees with all the useful information through their personal space.

5.1.2 Monitoring of human resources indicators

The Administrators, Masters or Planners may create and monitor, from the Schedules, human resources indicators regarding the work of their Employees’ teams, particularly the Employees’ productivity measuring index, the ratio of staff used for each team and a summary of overtime hours worked.

5.1.3 Users’ salary management

The information generated on the Schedules allows the Client to calculate the remuneration they owe to the Employees, taking account of the applicable regulations and collective agreements for the sector.

The data regarding Employees’ remuneration may be included in the Client’s accounting and/or pay software in order to produce the Employees’ pay stubs.

5.2 Providing of a badging system

An automated control of attendance time system for the Employees, in the form of badging, may be included in the Solution (hereinafter: “Badging”).

The Employees access Badging directly through an application installed on a tablet and provided by the client to select their clock in and clock out time.

Entering these times allows the calculation of the Employees’ effective attendance time and their recording on the Badging. The Administrators, Masters or Planners may access this information to control and manage the Employees’ working hours.

In this framework, resorting to a photo badging system is strictly legally framed. The data collected in this context must be appropriate, relevant and limited to what is strictly necessary for the purpose of this system and it is up to the Client to appreciate whether or not the conditions are met, Skello cannot be held responsible for an illegal use of badging by one of their Clients. It is reminded that Skello does not host, or generally treat photographs collected by the Clients in the context of picture taking features.

5.3 Provision of an HRMS

An automated documents generation feature may be included in the Solution (hereinafter: “HRMS”).

The Administrators, Masters or Planner may generate administrative documents (work contract, for instance) for their Employees directly based on the personal, contractual and salary information as well as from the Office’s own information.

They may store documents generated in each employee’s personal space.

5.4 Messaging

The Client may communicate with Skello through an internal messaging system provided by the Solution.

5.5 Maintenance and technical support

5.5.1 Corrective maintenance

Skello commits to ensure, for the duration of the Contract, the corrective maintenance of the Solution, meaning the diagnosis and correction of any replicable bug or dysfunction reducing or preventing the use of the Services (hereinafter: the “Anomalies”).

The Anomalies are divided into three categories:

  • “Critical Anomaly”: Anomaly that prevents the use of the Platform altogether
  • “Major Anomaly”: Anomaly that reduces the use of the Platform, preventing the use of certain essential features;
  • “Minor Anomaly”: any Anomaly that prevents the Client from using one or several unessential features of the Platform.

The Client commits to declare any Anomaly to Skello, if it is not attributable to a wrong use of the Solution through the messaging system mentioned in article 5.4.

The Client commits to describe as precisely as possible the difficulty or difficulties encountered and the circumstances in which they have come up.

Skello shall proceed to diagnose the Anomaly on the sole basis of the indications provided by the Client in an incident feedback. They will particularly verify whether the Solution is at the origin of the Anomaly that was reported.

Should Skello observe that the Solution or the Services are not at the origin of the Anomaly, they shall inform the Client without delay. Otherwise, the diagnosis will provide the Client with an action plan, the means and delays necessary to correct the Anomaly.

The diagnosis will be performed within the following deadlines starting the receipt of the maintenance request:

  • Critical Anomaly: diagnosis within twenty-four (24) hours;
  • Major Anomaly: diagnosis within four (4) days;
  • Minor Anomaly: diagnosis within seven (7) days.

These deadlines run in accordance with Skello’s intervention spans, namely from 9 am to 7 pm on work days. A work day is an uninterrupted period of ten (10) hours of work, from Monday to Friday, from 9 am to 7 pm, Paris, France time. Any deadline that began during this time span shall expire at the same time on the last work day of the deadline.

5.5.2 Progressive maintenance

Skello provides the Client with Progressive maintenance services for the Solution, meaning the provision of any update, referring to the compilation of correction of Anomalies and improvements made on the Solution in relation to its ergonomics, speedy performance and efficiency.

Skello alone may determine the number of updates that it shall implement for the duration of the Contract. Skello may decide not to provide any update for the duration of the Contract. The updates may be implemented automatically, without any prior notice, which the Client expressly acknowledges and agrees to.

The Client expressly acknowledges and agrees that the installation of any new version of the Solution, meaning the development of any new feature, is not included in the progressive maintenance Service and shall be the object of a new order.

5.5.3 Technical support

In addition to the corrective and progressive maintenance Services, and for any question regarding the use of the Services, Skello provides the Client with a technical support consisting in assistance and recommendations.

Technical support is available through the messaging system mentioned in article 5.4.

Depending on the identified need, Skello shall estimate the response deadline and the nature of the said response and keep the Client informed.

5.6 Hosting

On conditions of the stipulations in article 5.2. of the present Terms and Conditions, Skello commits to guarantee, as part of an obligation of means, the hosting of the Solution and Services, as well as the data produced by the Administrators, Masters or Planners and available on the Schedules, through a professional hosting service provider working in accordance with the practices of the profession and the state of the art.

In this context, Skello commits to provide the Client with sufficient storing and processing capacities to use the Services, in accordance with the practices of the profession and the state of the art.

Skello commits to do everything in their power as far as technical means are concerned, in accordance with the state of the art, to guarantee the security and access to the Services, regarding infrastructures’ protection and surveillance, control of physical and/or intangible access to said infrastructures, as well as the implementation of detection, prevention and recovery measures to protect the servers from malevolent actions.

Skello also commits to take all useful precautions with regard to the nature of the data and risks presented by the automated data processing systems implemented for the needs of the Services, to preserve the security of the data, and especially to prevent them from being misrepresented, damaged or accessed by unauthorized third parties.

Skello commits to ensure the permanence, continuity and quality of access to the Services and use of the Solution. In this regard, Skello shall work its best efforts to maintain access to the Services 24/7 and guarantees an 98% availability of the Services, save for case of force majeure.

Considering the complexity of the Internet, the uneven capacities of the various subnetworks, the inflow of Users recorded at certain times, the various bottlenecks upon which Skello has no power, the responsibility of Skello is limited to the functioning of the servers on which the Solution is hosted, whose outside limits are constituted by the connection points.

Skello shall not be held responsible (i) for the speediness of access to said servers, (ii) external speed reduction to access said servers, and (iii) wrong transmissions due to a breakdown or malfunction of these networks.

If necessary, Skello reserves the right to limit or suspend access to the Services to proceed to any maintenance operation for the Solution. In this case, Skello commits to inform the Client within a minimum of twenty-four (24) hours in advance, by all means necessary and especially through the general information messaging system on the homepage of the Solution, about these maintenance operations.

In the event of a hardware and/or software breakdown of the equipment, Skello commits to reestablish access to the Services by all means necessary and as soon as possible, at its own expense.

5.7 Other Services

Skello reserves the possibility to suggest any other Service they might deem useful, in a form and following the features and technical needs they may deem most appropriate to provide said Services.

6. Financial conditions

6.1 Price and payment for the Services

In exchange for the provision of the Services, the Client commits to pay to Skello the agreed upon price. The price of the Service is owed by the Client in the beginning of each subscription period.

The price scale for the Services may be revised at any point by Skello, after priorly informing the Client in writing by all means necessary. The Client then has a period of one (1) month to rescind the Contract. If the Client does not rescind the Contract within this deadline, the new price scale shall be applicable starting the first (annual or monthly) due date following this 30-day deadline.

For new Clients, the modified prices for the Services will automatically be applicable for any order occurring after the date indicated on the new price scale.

The Services are the object of bills per subscription period, addressed by Skello to the Client by any means necessary.

For the purpose of the payment for the Services, Skello shall address to the Client a SEPA direct debit mandate to be filled in and returned to Skello, if need be with the Order Form or for the opening of a Client Account.

6.2 Payment delays and incidents

The Client is informed and expressly agrees that any delay in payment of all or part of the amount due on any date shall automatically and with no prior notice lead to:

  1. The forfeiture of the deadline of all amounts due by the Client and their immediate collectability;
  2. The billing in favor of Skello of late payment interest at the rate of the European Central Bank (ECB) at its most recent refinancing operation surcharged by ten (10) points, assessed on the amount of all the money owed by the Client, as well as a lump sum of forty (40) € for recovery costs;
  3. Starting the seventh (7th) day following the first unpaid due date, the suspension of all ongoing Services until full payment of all the amount owed by the Client.

7. Obligations, responsibilities and guarantees of the Client

Without prejudice to other obligations provided for in the present document, the Users commit to fulfil the following obligations.

7.1

The Client is solely responsible for the use of the Services, more specifically (i) for the use of the Service by the Users themselves and their compliance with the present Terms and Conditions for which they act as guarantor, (ii) for the relations of their clients and Users, especially any difference or dispute related to or originating from the use of the Services and (iii) the relations of the Users as part of their use of the Services.

Skello shall not be responsible under any circumstances in this respect.

7.2

The Client is solely responsible for compliance with the laws and regulations applicable to their activity.

They are also solely responsible of the sound achievement of all formalities, especially administrative, fiscal and/or social ones, and of the payment of all contributions, taxes or duties of all natures, which fall to them in relation to their use of the Services.

Specifically, they are solely responsible for complying with the dispositions of the collective agreements applicable to their field and its obligations to declare and pay contributions to the URSSAF or any organization in charge of collecting taxes and social contributions.

Skello shall not be responsible under any circumstances in this respect.

7.3

In accordance with article 10 of the present Terms and Conditions, the Client is solely responsible for the processing of personal data that may be collected as part of the use of the Services by the Client. In this regard, the Client commits to make all declarations and/or authorization requests or any procedure required with the Commission Nationale de l’Informatique et des Libertés (CNIL) or any other competent supervisory authority.

Skello only acts as a subcontractor and implements all means necessary to the maintenance of security and confidentiality of said data.

7.4

The Client shall abstain, in their name or in the name of the Users, from using the Services outside the Offices, and to grant, concede or transfer all or part of their rights or obligations provided for in the present document to a third party, including a third party with a direct or indirect connection to the Client or one of the Users, in any way.

7.5

The Client declares to have acknowledged the characteristics, functionalities and constraints, especially technical ones, of the Service and being informed of the technical configuration necessary to be used by the Users, having received from Skello all the advice, instructions and specifications necessary to subscribe to the contract knowingly, having a sufficient knowledge of the Services and, prior to the establishment of the present document, having sufficiently communicated with Skello to make sure that the Services meet their expectations, needs and constraints.

7.6

The Client commits to provide Skello with all the documents, elements, data and information necessary to the sound performance of the Services. More generally, the Client commits to actively cooperate with Skello in view of the sound performance of the present and to inform them of any difficulties related to said performance.

7.7

The Client acknowledges that the Services provide an additional, non-alternative, solution to manage their staff, as well as their payroll and that this solution shall not replace any other means they may have in addition to reach the same goal.

7.8

The Client is informed and acknowledges that the implementation of the Services requires Users to be connected to the Internet and that the quality of the Services directly depends on said connection, of which the Client is solely responsible.

7.9

The Client guarantees against any complaint, claim, action and/or demand that Skello might receive due to a breach originating from the Client or the Users with regard to any of their obligations or guarantees established in the present.

The Client commits to compensate Skello for any prejudice they might suffer and to pay for all fees, charges and/or convictions that Skello might have to bear.

8. Responsibility and guarantee from Skello

8.1

Skello commits to provide the Services with due diligence and following the state of the art, it being specified that they have an obligation of means, with the exclusion of any obligation of result, which the Client expressly recognizes and acknowledges.

8.2

Skello’s intervention is limited to the sole provision of the Services described in article 5, excluding any other. In this regard, the Client recognizes and acknowledges that the Services are provided personally, since Skello does not have any relation with the Users or any third party and does not provide any service to them. The Client commits to exonerate Skello from any difference or dispute between said people and to make it their own personal responsibility to solve them.

8.3

The Client expressly recognizes and acknowledges that Skello does not intervene in the organization and planning of the teams within the concerned Offices, nor in the implementation of the payrolls.

In this regard, the use of the Services is the sole responsibility of the Client, who commits to exonerate Skello from any difference or dispute that may arise in these areas and to make it their own personal responsibility to solve them.

8.4

Skello is not aware of the information and messages provided by the Administrators, Masters or Planners to the Employees through the Solution, on which they perform no moderation, selection, verification, or control of any sort and about which they only act as hosting service provider. The Client commits to immediately inform Skello directly of any complaints that would arise on the subject. Skello shall be the only judge to decide which actions should be implemented, in their capacity as a web host.

8.5

Skello commits to work their best to guarantee the security of the Solution and the Office Accounts. It guarantees the exclusive access of the Users to the corresponding Office Accounts and forbids to communicate their content to any third party.

Skello shall not be responsible in the event of a malevolent introduction on the storing space reserved for the Client, if it is not demonstrated that the security measures that they have implemented were seriously defective.

In addition, Skello shall not be responsible for any lack of vigilance from the Users in maintaining the confidentiality of their login information and password.

8.6

Skello commits to only use the information, documents, data and more generally any element that might be transferred to them as part of the present agreement in order to comply with the present agreement. Skello commits not to spread or share these elements with any third party, save at the express demand of the Client.

Skello is therefore prohibited from using this data for canvassing or commercial solicitation.

8.7

Skello certifies that they own an insurance policy covering their professional civil liability. Skello commits to maintain this policy for the duration of the Contract.

8.8

Skello does not guarantee that the Services, submitted to constant research in view of their improvement and particularly the performance and progress, shall be completely free from errors, vices or defects. In any event, Skello reserves the right to momentarily suspend access to the Services for maintenance purposes.

In the same way, Skello shall not be held responsible for the momentary difficulties or impossibilities to access the Services should they originate from outside circumstances, force majeure, or due to telecommunication networks disturbances.

8.9

In any event, the only responsibility that Skello is exposed to for the present document is expressly limited to the sole direct and confirmed damages suffered by the Client due to their use of the Services, with the exclusion of any indirect, commercial, financial or moral damages.

In addition, should Skello be held responsible for such direct damages, the compensations owed by Skello to the Client could not exceed the amount billed by Skello for the provision of the Services that caused their responsibility within six (6) months before the occurrence of the alleged damage. Skello shall only be held responsible should the Client file a complaint, by registered letter with an acknowledgement of receipt, within one month after said occurrence.

9. Skello’s intellectual property

The present Contract does not give the Client any intellectual property right on the Solution, as well as on the systems, software, structures, infrastructures, databases and contents of any kind (texts, pictures, images, music, logos, brands, databases, etc.) that compose it and operated by Skello. The Client only has a user license, under the conditions defined in the present document.

Consequently, any disassembling, decompiling, decrypting, extracting, reusing, copying and more generally any act of reproduction, representation, broadcast or use of any one of these elements, entirely or partially, without Skello’s authorization, is strictly forbidden and may be the object of prosecution.

10. Personal data and concerned categories of people

As part of the achievement of their missions, Skello has access to personal data, in the sense established by law 78-17 of January 6, 1978, modified (hereinafter: the “Data Protection Act”) and/or may process them, as a subcontractor, on behalf of the Client, acting as data controller (hereinafter: the “Personal data”).

In these circumstances, Skello commits to comply with the existing regulation and especially the provisions of the Data Protection Act, as well as the provisions of the European regulation 2016/679 regarding the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter: the “Regulation”), implemented on May 25, 2018.

10.1. Personal Data and categories of data subjects

Personal data shall only be accessed and processed to the extent that is strictly necessary for Skello to achieve their missions as specified in the present document.

10.2. Personal data of Skello employees processed by the client

As part of the contractual relation, the Client may process the personal data of Skello employees. This personal data consists in: names, first names, professional phone numbers, professional addresses and professional email addresses. The client commits to process the Skello employees’ personal data in compliance with the Data Protection Act n°7817 modified and the applicable European regulation with regard to personal data protection.

10.3. Implementation of technical and organizational methods

Skello shall take all the technical and organizational measures meant to ensure the security and confidentiality of the Personal Data in view to prevent their unauthorized or illegal destruction, deterioration, modification, loss, accidental disclosure or access, and any type of illegal processing.

The security measures taken by Skello shall comply with the applicable regulations and be proportionate with the risks represented by the processing and nature of the Personal Data meant to be processed, taking into consideration the state of the art in terms of security measures to protect these data and the implementation costs of these measures.

Skello commits to answer the Client’s audit requests regarding Skello’s obligations, as provided for in article 10 of the present Terms and Conditions, in terms of personal data protection. This audit shall be carried out at the expense of the Client, a maximum of once a year. The Client shall communicate to Skello the date of the audit, the auditing company, the list of documents they wish to audit and/or the Skello employees they wish to meet, at least 15 days in advance in writing (email or mail).

10.4. Confidentiality

Skello ensures that any natural person, acting under their authority, and with access to Personal Data, shall only process them as strictly necessary for the achievement of their missions. In this regard, Skello ensures that their employees, agents or any type of person authorized to access and process the Personal Data on their behalf commit to respect the confidentiality or are subject to the appropriate legal duty of confidentiality.

Skello commits to keep the Personal Data confidential and agrees not to disclose them to any third party without the prior and written agreement of the Client.

10.5. Outsourcing

The Client authorizes Skello, acting as a subcontractor, to outsource their contractual obligations defined in the present Terms and Conditions, on condition that each subcontractor be bound by the same obligations in terms of data protection as the ones contained in the Present Terms and Conditions, particularly to present sufficient guarantees as for the implementation of appropriate technical and organizational measures.

Should Skello hire a new subcontractor, they shall notify the Client in writing as soon as possible and the Client shall inform Skello in writing within ten (10) days if they are opposed. In the absence of any written objection, the Client is considered as having approved the outsourcing and Skello’s commitment to the subcontractor.

When the subcontractor does not comply with the data protection obligations, Skello remains fully responsible for the latter’s compliance with their obligation with regard to the Client.

10.6. Instructions and information request

Skello shall process appropriately and as quickly as possible, any instruction and information request from the Client about the processing.

If, in their reasonable judgement, Skello or a subcontractor considers that the processing of the personal data may break a law, a rule or a regulation, or if Skello or a subcontractor is forced to comply with a personal data legal request, Skello shall quickly inform the Client of this potential violation or of the request. Depending on the case, Skello may suspend or modify the processing in light of the applicable law, rule or regulation and/or comply with this legal request, in each case with no fault or responsibility in this view, regardless of the instructions of the Client or the present Terms and Conditions.

Skello commits to correct, erase, lock and update all Personal Data as soon as they are instructed by the Client.

In addition, Skello shall fully collaborate with the Client should they request information or to control the processing carried out by any organization such as the CNIL.

10.7. Notification and assistance

In order to allow the Client to notify the CNIL of any violation of Personal Data in a timely manner, Skello commits to inform the client in writing of the occurrence of any such violation within 24 hours following the uncovering of said violation. In this framework, Skello commits to cooperate with the client in order to help them dispose of the information requested by articles 33 and 34 of the Regulation.

If the operated Personal Data processing is likely to cause a high risk for the rights and liberties of the natural persons and if the Client must carry out a “data protection impact analysis” or a “prior consultation”, in accordance with articles 35 and 36 of the Regulation, Skello commits to give them all the necessary assistance for the Client to meet the obligations that fall to them.

10.8. Keeping a register for the processing activities categories

Skello declares that they keep a register of all the categories of processing activities they perform on behalf of the Client, in accordance with the Data Protection Act and with article 30 of the Regulation.

10.9. Personal data transfer

As a principle, Skello does not transfer the personal data they process outside the European Economic Area.

However, within the framework of the execution of its missions as defined by the present Conditions, Skello has recourse to certain service providers located in the United States, in particular with regard to backups. The United States has less stringent legal standards for the protection of personal data than those applicable in France.

To ensure a level of protection of personal data equivalent to that which they enjoy in France, Skello uses service providers who have signed standard contractual clauses drawn up by the European Commission. A copy of these clauses can be sent to you on request to the DPO whose contact details are as follows contact@skello.io - Samy Amar.

Skello declares that all the electronic means used to process the data is located on European Union territory.

Skello shall not transfer these electronic means outside European Union territory.

10.10. Coverage and liability ceiling

Skello s’engage à garantir et à tenir le Client indemne contre toute condamnation judiciaire qui pourrait être mise à sa charge en raison d’un manquement de Skello à ses obligations découlant de la présente clause ou de la réglementation applicable.

10.11. Obligations of the parties

The Client commits to:

  • Provide Skello with the Personal Data necessary to comply with the Terms and Conditions;
  • Document in writing any instruction regarding Skello’s Personal Data processing;
  • Make sure, beforehand and for the duration of the processing, that Skello is complying with their obligations provided by the applicable provisions;
  • Supervise the processing, including carrying out audits and controls with Skello.

Skello commits to:

  • Inform the Client as soon as possible of any failure to comply with their obligations;
  • Implement all the necessary measures in order to make sure that their staff is complying with the obligations regarding Personal Data;
  • Give the Client any necessary document to demonstrate that they are complying with all their obligations, defined in article 10 of the present Terms and Conditions with regard to Personal Data protection;
  • Cease, at the end of the relation that binds them with the Client, for whatever reason, any new processing of Personal Data that would not be necessary to the sound achievement of their missions and, depending on the Client’s choice, to erase or return all the Personal Data to the Client. However, Skello has legal, required and contractual obligations to save some documents for a duration of time that may exceed the end of the relation. This personal data shall still be subject to the provisions of the present document.

11. Confidentiality

Each of the parties commit to keep all documents and information of legal, commercial, industrial, strategic, technical or financial nature confidential if the other party has appointed them as such, and not to reveal them without the prior written agreement of the other Party.

This obligation does not apply to the documents and information:

  • If the Party that receives them already had knowledge of them;
  • If they are already public when they are communicated or if they were to become public without any violation of the present agreement;
  • If they have been sent by third party in a licit way;
  • If their communication is requested by legal authorities, in compliance with the laws and regulations in view to establish the rights of one Party with regard to the present contract.

This confidentiality obligation extends to all the employees of the Parties and their affiliates, subcontractors, co-contractors, particularly the Users.

The confidentiality keeps running for three (3) years after the end of the Contract.

12. External providers

The Client is informed and expressly agrees that Skello may resort to any provider, supplier or subcontractor they choose to obtain the means necessary to perform the Services and/or trust any provider, supplier or subcontractor they choose to perform all or part of the Services. Skello may communicate to the concerned partner, supplier or subcontractor all the documents, elements, data and information necessary to this end. In any event, Skello shall remain solely responsible for the sound performance of the Services and their obligations with regard to the Client.

13. Commercial references

The Client expressly authorizes Skello to name and, if need be, use the reproduction of their brands and logos for commercial reference purposes, especially during demonstrations or events, in their commercial documents and on their website, in any form, for the duration of the Contract and for a duration of three (3) years after the end of the Contract.

14. Links and third-party websites

Skello shall not be held responsible for the technical availability of the website or mobile applications run by third parties (including potential partners) that the Users would access through the Website.

Skello shall not be held responsible for the contents, advertising, products and/or services available on such third-party websites and mobile applications, it being reminded that they are governed by their own terms and conditions.

Skello is not responsible for the transactions occurring between the Users and any advertiser, professional or trader (including their potential partners) that the Users have been redirected to through the Website and shall not be part of any dispute with said third parties, especially for the delivery of products and/or services, the guarantees, declarations and any other obligations that these third parties are bound by.

15. Duration

The Services are subscribed by the Client in the form of a yearly or monthly subscription. The choice of the subscription period as well as its starting date are specified upon subscription to the Services.

If it is not specified in the Order Form (when the subscription to the Services has generated one), the subscription is considered to run for a year from the date of acceptance of the Order Form.

This subscription is then tacitly renewed for the same duration of one year or one month (equal to the initially subscribed period), from date to date, except in the case of a rescission by the Client or by Skello, by any written means necessary, within one (1) month after the end of the ongoing term for an annual subscription or within five (5) days after the end of the ongoing term for a monthly subscription, or as provided by the conditions in article 6

Any partial subscription period is counted as entirely due, whatever the duration.

16. Termination

Subject to the provisions of article 8.9, should one of the parties fail to fulfill the obligations provided for by the Contract, the other party may terminate the Contract fifteen (15) days after the failing party has received an ineffective formal notice by a registered letter with an acknowledgement of receipt, mentioning the intention to apply the present provision, with no prejudice to any damages that may be demanded by the failing party.

17. End of contract

At the end of the Contract, whatever the reason, the Client and the Users must immediately stop using the Solution and the Services.

It is the responsibility of the Client to make sure that the concerned Users, especially the Administrators, Masters or Planners, save all the data resulting from the use of the Services, particularly the ones accessible on the Planning on the end date of the Contract. The Client is informed that the end of the Contract, whatever the reason, leads to the deletion of the Client Account and the Office Accounts within thirty (30) days after the effective end date of the Contract.

18. Address for service

For the performance of the present document, the Client shall be domiciled at the address as it appears on the Order Form or as it was transmitted upon the opening of the Client Account. Skello is domiciled at the address appearing in the heading of the present Terms and Conditions. The Parties commit to inform one another of any change of address by any written means necessary, particularly via email. If not, any mail sent to the aforementioned address will be considered as having been validly received.

19. Applicable law and jurisdiction

The present Terms and Conditions as well as the Contract are governed by French law.

In the event of any dispute about the validity, interpretation, performance of the present Terms and Conditions and/or the Contract, the parties agree that the Paris courts are exclusively competent to judge.