General Terms and Conditions of Sale and Service

1. PURPOSE

The purpose of these General Terms and Conditions of Sale and Service (hereinafter the “GTC”) is to govern the terms and conditions for the subscription to and provision of the YUZUCARD solution (hereinafter the “SOFTWARE”) developed and implemented by NEWMIPS (hereinafter “NEWMIPS”).

NEWMIPS provides access to the SOFTWARE as well as, through a third-party service provider (hereinafter the “Partner”), a hosting service for the SOFTWARE and its applications, all of which are made available via remote access over the Internet (SaaS model) (hereinafter the “Services”).

Any Subscriber who subscribes to the SOFTWARE and signs up for the Service(s) declares that they have read and accept these Terms and Conditions in their entirety.

The Subscriber uses the Software as a User or, where applicable, allows the persons under their responsibility (hereinafter the “User(s)”) to use the Software under the terms and conditions set forth in a separate document titled “General Terms of Use” / “GTU”). This document can be viewed at the following address: https://yuzucard.newmips.com/en/terms-and-conditions-of-use/

2. CONTRACTUAL DOCUMENTS – AMENDMENTS TO THE TERMS AND CONDITIONS

The contract (hereinafter “the Contract”) entered into between the Subscriber and NEWMIPS consists of the following documents, listed in descending order of importance:

any specific terms and conditions applicable to the subscribed offer, displayed to the Subscriber during the online subscription process and expressly accepted by the Subscriber;
these General Terms and Conditions of Sale and Service Provision (hereinafter the “GTC”), which apply to all Services provided by NEWMIPS to the Subscriber;
the General Terms of Use (hereinafter the “GTU”).

In the event of a conflict between any of the documents comprising the Contract, the provisions of the document of higher legal standing shall prevail with respect to the obligation in question.

Subscription to the Services is completed online via the subscription process provided by NEWMIPS. The Subscriber’s confirmation of the subscription, after reviewing and accepting the applicable contractual documents, constitutes full and unconditional acceptance of said documents and the conclusion of the Contract.

A summary of the selected plan is provided before the final confirmation of the subscription.

Any general terms and conditions of purchase of the Subscriber are not enforceable against NEWMIPS, unless expressly and previously accepted by NEWMIPS.

NEWMIPS reserves the right to modify these Terms and Conditions. Any modification to the Terms and Conditions will be communicated to the Subscriber by any appropriate means. Modifications to the Terms and Conditions will apply to subscriptions entered into after their effective date.

The version of the Terms and Conditions applicable to the Contract is the one accepted by the Subscriber at the time of subscription, subject to applicable legal provisions.

The current Terms and Conditions are available online at any time at the following address: https://yuzucard.newmips.com/en/general-terms-and-conditions-of-sale-and-service/

3. AVAILABLE PLANS

NEWMIPS offers the Subscriber several subscription plans providing access to the SOFTWARE in SaaS mode (hereinafter the “Plans”). These are described and communicated to the Subscriber via an online subscription platform accessible at https://shop.yuzucard.com/

The available Plans, their features, any limitations, and their pricing terms are presented online and during the subscription process.

As of the date of this update to these Terms and Conditions, the available Plans are as follows:

Explorer Plan;
Advantage Plan;
Premium Plan.

The features and functionalities associated with each of these Plans are those presented to the Subscriber at the time of subscription.

The terms regarding the commitment period and payment applicable to each Plan are specified during the subscription process and summarized before the subscription is finalized.

The Explorer Plan is subscribed to for a term of one (1) month, free of charge and renewable monthly, with no commitment beyond the current monthly period.

The Advantage and Premium Plans are subscribed to for an initial commitment period of twelve (12) months. The Subscriber may choose, according to the terms offered at the time of subscription, to pay for their subscription monthly or annually.

In the case of annual payment, a ten percent (10%) discount is applied to the annual price of the relevant Plan, in accordance with the pricing terms displayed at the time of subscription.

NEWMIPS reserves the right to modify its Plans at any time, including their features, specifications, and pricing terms.

Any modification to a Plan does not affect the Subscriber’s current subscription during the period already subscribed to and paid for, except when such a modification is necessary for legal, regulatory, security, or technical reasons.

The Subscriber may, in accordance with the terms and conditions proposed by NEWMIPS, subscribe to a different Offer available online. The applicable terms and conditions are those displayed at the time of subscription or modification of the subscription and accepted by the Subscriber.

4. ACCESS TO THE SOFTWARE AND USE OF THE SERVICE

Regardless of the subscription chosen by the Subscriber, the Subscriber understands and acknowledges that they are subscribing to a plan that provides access to the Software within the limits of the features included in the subscribed Offer, and therefore with the service levels described below.

The Subscriber understands and acknowledges:

that they are solely responsible for managing the rights they grant to Users, within the limits of the rights and features associated with the subscribed Plan;
that the access rights granted to Users are personal and may not be shared among multiple individuals.

NEWMIPS reserves the right, throughout the term of the contract:

To suspend any access associated with the Subscriber in the event of non-compliance with payment terms;
To exclude any User whose behavior interferes with the proper functioning of the Services and, more generally, who fails to comply with the General Terms of Use or applicable regulations.

To perform maintenance on the SOFTWARE, which may result in a complete service outage. The Subscriber acknowledges that this does not constitute grounds for a refund of their subscription, regardless of the duration of the maintenance.

5. SOFTWARE AVAILABILITY

NEWMIPS takes the necessary steps to ensure access to the SOFTWARE 24 hours a day, 7 days a week, subject to maintenance operations, technical constraints, and events beyond its control.

Temporary interruptions may occur, particularly for maintenance, updates, security measures, or software upgrades.

Access is provided:

from any computer capable of running a compatible web browser (the latest stable version of Firefox or Chrome).
using the Customer’s login credentials.

6. PAYMENT TERMS

The prices applicable to the various Offers are those listed online on the YUZUCARD website and during the sign-up process. The price applicable to the Subscriber is the one displayed at the time of sign-up and summarized before the final confirmation of the sign-up. The Explorer Offer is provided free of charge.

Payment for subscriptions may be made according to the methods offered by NEWMIPS:

via online payment, specifically by credit card, through the payment service provider used by NEWMIPS;
via bank transfer, using the bank account information provided by NEWMIPS.

The Explorer Plan is available at no cost and with no financial commitment.

For the Advantage and Premium Plans, which are paid plans, the Subscriber commits to a term of twelve (12) months. The Subscriber may choose to pay the subscription fee:

monthly, in which case the amount corresponding to each month is due at the beginning of each monthly period, provided that this payment frequency does not alter the twelve (12)-month commitment period;
annually, in which case the amount corresponding to the twelve (12) months of subscription is due in full at the beginning of the commitment period. A ten percent (10%) discount is then applied to the annual price of the relevant Offer.

In the case of online payment, payment is made at the time of subscription or, as applicable, on each payment due date specified at the time of subscription.

In the case of payment by bank transfer, payment must be made within the timeframe specified by NEWMIPS at the time of subscription or on the corresponding invoice.

Access to the SOFTWARE may be activated after NEWMIPS has received and verified the payment.

In the event of subscription renewal, the price applicable to the new commitment period is the price in effect on the renewal date. Any price changes will be communicated to the Subscriber in accordance with the terms set forth in these Terms and Conditions.

In the event of non-payment or late payment, NEWMIPS reserves the right, after a notice has remained without effect, to suspend access to the SOFTWARE and the relevant Services until the amounts due have been paid in full, without prejudice to its right to terminate the Contract under the terms set forth in these Terms and Conditions.

7. TERM AND RENEWAL TERMS

The Agreement takes effect upon the Subscriber’s confirmation of the online subscription and, for paid Plans, subject to payment of the corresponding fee in accordance with Section 6.

7.1 Explorer Plan

The Explorer Plan is free and is subscribed to for a term of one (1) month.

It is automatically renewed at each monthly renewal date for a new period of one (1) month, unless terminated in accordance with the terms set forth in Article 8.

The Explorer Plan is subscribed to with no commitment beyond the current monthly period.

7.2 Advantage and Premium Plans

The Advantage and Premium Plans are subscribed to for a commitment period of twelve (12) months beginning on the effective date of the subscription.

This twelve (12)-month commitment period applies regardless of the payment frequency chosen by the Subscriber. Thus, choosing monthly payments does not constitute a monthly subscription with no commitment and does not reduce the commitment period.

At the end of the initial twelve (12)-month period, the subscription is automatically renewed for another twelve (12)-month period, unless canceled in accordance with the terms set forth in Article 8.

When the Subscriber has chosen annual payment, the ten percent (10%) discount applicable to annual payments is granted for the relevant annual period.

Information regarding the subscribed Plan, its commitment period, payment frequency, price, and renewal terms is presented to the Subscriber during the sign-up process and summarized before the subscription is finalized.

8. SUBSCRIPTION CANCELLATION

8.1 Cancellation of the Explorer Plan

The Subscriber may cancel their access to the Explorer Plan at any time, free of charge and without notice.

Termination results in the deactivation of access to the SOFTWARE and Services as of the time NEWMIPS processes the request.

The Subscriber may also cease using the Explorer Plan without any specific formalities. However, failure to use the SOFTWARE does not constitute termination of the subscription.

The terms governing the retention and deletion of the Subscriber’s data following termination are specified in the section on data.

8.2 Termination of the Advantage and Premium Plans

The Advantage and Premium Plans are subscribed to for a fixed commitment period of twelve (12) months.

The Subscriber may request termination of their subscription before the end of the commitment period. However, such termination does not relieve the Subscriber of their financial obligations for the current commitment period.

Consequently, if the Subscriber requests termination before the end of the twelve (12) months, the Subscriber remains liable for all outstanding payments due until the expiration of the twelve (12) month commitment period, even if the subscription payment was set up on a monthly basis.

Termination prevents the subscription from renewing at the end of the current commitment period.

If annual payment was selected, the ten percent (10%) discount granted for annual payment remains in effect, and no pro-rata refund may be requested as a result of the termination.

8.3 Termination by NEWMIPS

NEWMIPS may automatically terminate the Subscriber’s subscription in the event of a serious or repeated breach by the Subscriber of their contractual obligations, including failure to pay, violation of these General Terms and Conditions of Sale or the Terms of Use, or use of the SOFTWARE in violation of applicable laws and regulations.

Except in cases of emergency, serious breach, or a situation that cannot be remedied, NEWMIPS shall notify the Subscriber of the breach and request that the Subscriber remedy it within a reasonable period of time.

If the breach is not remedied within the specified time, NEWMIPS may suspend or terminate the subscription.

In the event of a serious breach—particularly one that is likely to compromise the security of the SOFTWARE, NEWMIPS, or its other customers—or in the event of manifestly unlawful use of the SOFTWARE, NEWMIPS may immediately suspend or terminate the subscription.

Termination by NEWMIPS due to a breach by the Subscriber does not affect amounts already due or, if applicable, amounts remaining due for the current commitment period.

8.4 Effects of Termination

As of the effective date of termination, the right to access the SOFTWARE and the Services shall cease.

The Subscriber remains responsible for paying all amounts owed to NEWMIPS for the period prior to termination and, in the cases provided for in this section, any amounts remaining due until the end of the commitment period.

The terms and conditions governing the retrieval or deletion of the Subscriber’s data upon termination of the subscription are set forth in Article 12 of these Terms of Service and, where applicable, in the terms and conditions relating to data and its retention.

9. RESPONSIBILITIES – SUBSCRIBER’S OBLIGATIONS

The Subscriber agrees to comply with the Terms of Service when acting as the User, or to ensure that its Users comply with the Terms of Service, and to verify the legality of content in any form (including, but not limited to, text, messages, music, videos, photographs, images, and/or other elements of any kind) that they share directly and that are shared by their Users under their responsibility through the Software.

The Subscriber is responsible for managing the access granted to its Users and shall ensure that each User has their own unique login credentials. The Subscriber is responsible for maintaining the confidentiality of the login credentials used to access the SOFTWARE and shall promptly notify NEWMIPS of any unauthorized use or security incident of which it becomes aware.

The Subscriber agrees to immediately notify NEWMIPS when such an event occurs and to forward any notifications from its Users by sending an email to the following address: contact@newmips.com.

After receiving and reviewing the notifications, NEWMIPS will take the measures it deems appropriate and necessary. When such content is clearly unlawful, NEWMIPS may remove the disputed content or make it inaccessible by appropriate means.

10. COMMUNICATION

As part of the performance and management of the contractual relationship, NEWMIPS may send the Subscriber, to the email address provided in the Contract, information regarding the products and services the Subscriber receives, including technical and practical information, developments, updates, recommendations for use, dates of user group meetings, or other information useful for using these products and services.

These communications are intended exclusively for the purpose of managing and supporting the customer relationship and do not constitute marketing or promotional communications.

The Subscriber may opt out of receiving communications that are not necessary for the performance or management of the Contract. However, communications necessary for account management, security, billing, or the operation of the SOFTWARE may continue to be sent to the Subscriber.

11. INTELLECTUAL PROPERTY

The SOFTWARE, along with all of its components, features, interfaces, developments, graphic elements, text, databases, software, tools, content, and associated elements, are and remain the exclusive property of NEWMIPS or its successors in title.

This Agreement does not entail any transfer of intellectual property rights to the Subscriber.

Subject to compliance with these General Terms and Conditions of Sale and the Terms of Use, NEWMIPS grants the Subscriber, for the entire duration of their subscription, a personal, non-exclusive, non-assignable, and non-transferable right to access and use the SOFTWARE, strictly for their professional needs and within the limits of the features of the subscribed Plan.

The Subscriber is specifically prohibited from:

reproducing, copying, modifying, or adapting all or part of the SOFTWARE, except to the extent permitted by law;
decompiling, disassembling, or attempting to access the source code, except in cases expressly provided for by law;
making the SOFTWARE available to third parties, reselling it, renting it, sublicensing it, or allowing a third party to use it, unless NEWMIPS has given its prior written consent;
removing or altering the intellectual property notices contained in the SOFTWARE.

The Subscriber retains ownership of the content, data, and elements that they incorporate or transmit in connection with the use of the SOFTWARE, subject to the rights of third parties.

The Subscriber warrants that they hold all rights necessary for the use and processing of the content they make available through the SOFTWARE.

12. DATA AND PRIVACY

NEWMIPS’s privacy policy, available at [URL] https://yuzucard.newmips.com/en/privacy-policy/, specifies the processing of personal data carried out by NEWMIPS in its capacity as data controller. When NEWMIPS acts as a data processor on behalf of the Subscriber, the relevant processing activities are governed by the applicable Data Processing Agreement: https://yuzucard.com/dpa/

13. NEWMIPS’ LIABILITY

NEWMIPS undertakes to provide the Services with due diligence and in accordance with these Terms and Conditions.

NEWMIPS is liable for direct damages resulting from a proven breach of its contractual obligations.

NEWMIPS shall not be held liable for damages resulting, in particular, from:

use of the SOFTWARE that does not comply with these T&Cs or the Terms of Use;
misuse of the SOFTWARE or use contrary to the instructions provided by NEWMIPS;
content, data, or information integrated into or transmitted by the Subscriber or its Users;
a failure of the Subscriber’s or its Users’ equipment, networks, or telecommunications services;
an event beyond NEWMIPS’s reasonable control;
temporary unavailability resulting, in particular, from maintenance, updates, security measures, or upgrades to the SOFTWARE.

NEWMIPS does not guarantee that the SOFTWARE will meet all of the Subscriber’s specific needs other than those corresponding to the features of the subscribed Plan.

Unless otherwise required by mandatory law, NEWMIPS shall not be held liable for indirect damages, including loss of revenue, operating losses, loss of customers, loss of business opportunities, damage to reputation, or commercial harm.

In any event, except in cases of gross negligence or willful misconduct or unless otherwise required by mandatory law, NEWMIPS’s total liability under the Contract is limited to the amount actually paid by the Subscriber for the relevant Plan during the twelve (12) months preceding the event giving rise to the damage.

14. SUBCONTRACTING / HOSTING

NEWMIPS may engage service providers and subcontractors to perform all or part of the Services, including hosting, technical infrastructure, maintenance, security, or support for the SOFTWARE.

The Subscriber agrees to the use of these service providers in connection with the performance of the Services.

NEWMIPS remains responsible for the proper performance of its contractual obligations toward the Subscriber, subject to the limitations set forth in these Terms and Conditions.

When these service providers process personal data on behalf of the Subscriber, NEWMIPS ensures that applicable data protection obligations are met in accordance with current regulations and, where applicable, the relevant DPA.

Hosting of the SOFTWARE and data may be provided by an external service provider selected by NEWMIPS. The specifications of this hosting may change for technical or security reasons, or to improve the Services.

15. FORCE MAJEURE

Neither party shall be held liable for a breach of any of its contractual obligations when such breach results from a force majeure event as defined in Article 1218 of the Civil Code and applicable case law.

In particular, events beyond the reasonable control of the affected party that prevent the performance of its obligations—such as natural disasters, fires, floods, epidemics, conflicts, social unrest of exceptional magnitude, malicious acts or cyberattacks, major failures of telecommunications or infrastructure networks, as well as decisions or measures taken by public authorities.

The party invoking a force majeure event shall notify the other party as soon as possible and take reasonable measures to mitigate its consequences.

The obligations affected by the force majeure event are suspended for the duration of the event.

If the force majeure event continues for more than thirty (30) days and permanently prevents the performance of the Agreement, either party may terminate the Agreement by written notice, without liability for damages on either side, subject to payment of any amounts already due for Services provided prior to the termination of the Agreement.

16. GOVERNING LAW AND JURISDICTION

These Terms and Conditions and, more generally, the Contract between NEWMIPS and the Subscriber are governed by French law.

In the event of a dispute regarding the formation, interpretation, performance, or termination of the Contract, the parties shall first endeavor to seek an amicable resolution.

In the absence of an amicable agreement within a reasonable period following notification of the dispute by one of the parties, any dispute relating to the Contract shall be subject to the exclusive jurisdiction of the competent courts in the jurisdiction where NEWMIPS has its principal place of business, including in cases of summary proceedings, incidental claims, third-party notices, or multiple defendants, subject to applicable mandatory legal provisions.