Terms of sale
These general terms and conditions of sale (hereinafter referred to as the “Terms and Conditions”) govern in detail the contractual terms applicable to the services provided by RANK SAS, a limited liability company with a share capital of €1,000, registered in the trade and companies register of Rennes under number 934 234 949, with its registered office at 63 B boulevard de Metz, 35700 Rennes, France (hereinafter referred to as “the Company” or “Frank”).
Les CGV s'appliquent à toute personne morale, agissant exclusivement dans un cadre professionnel, ayant souscrit un contrat avec la Société en vue de bénéficier d'un ou plusieurs services proposés sur la plateforme exploitée par la Société et accessible à l'adresse https://myfrank.io (ci-après la « Plateforme » ou le « Service »). En contractant avec la Société, le Client reconnaît expressément avoir pris connaissance des présentes CGV et s'engage à les respecter dans leur intégralité sans restriction ni réserve. Le fait pour la Société de ne pas se prévaloir à un moment donné de l'une quelconque des clauses des présentes CGV ne saurait être interprété comme valant renonciation à s'en prévaloir ultérieurement.
ARTICLE 1 – SUBJECT AND SCOPE
These Terms and Conditions (“CGV”) are intended to define the legal, technical, operational, and financial conditions under which the Company makes its Services available to the Client. The Services provided by the Company are exclusively intended for professional use, and are excluded from any personal use or use that is not in compliance with applicable regulations. These Terms and Conditions apply to all services performed by the Company, whether offered remotely, online, or through customized support. Any order for Services constitutes a complete, unconditional, and irrevocable acceptance of these Terms and Conditions. They constitute an indivisible contractual document, applicable unless specific provisions are included in separate special conditions or an accompanying master agreement signed by the Parties.
These General Terms and Conditions (CGV) cancel and replace any previous agreement, exchange, or document, whether written or verbal, relating to the same subject. Any deviation or modification of these terms will only be valid upon express, prior, and written acceptance by the Company. The applicable version of the CGV will be the one in effect at the time of order validation, and any subsequent modifications will only take effect from the date they are duly notified.
ARTICLE 2 – DEFINITIONS
In order to ensure complete understanding and uniform interpretation of this contract, the terms mentioned below, in capital letters, singular or plural as appropriate, will have the following meaning:
The term “Client” refers to any legal entity acting within the scope of its professional, commercial, craft, liberal, or industrial activity, who enters into a contract with the Company in order to access the Services.
The term “Services” refers to the entire range of software functionalities offered by the Company, including, but not limited to, solutions for data collection, processing, visualization, and restitution in relation to the engagement of internal teams or external audiences.
The term “Platform” refers to the entire collection of interfaces, tools, applications, APIs, administrative spaces, dashboards, and digital services hosted and maintained by the Company, and accessible through a secure connection.
The term “Account” refers to the secure personal or organizational environment accessible to the Client, from which they can manage their Subscription, authorized users, available features, and collected data.
The term “Subscription” refers to any paid plan that allows the Client to access the Services according to the terms described in the order form and/or the specific conditions agreed upon by the parties.
The term “Data” refers to any information, whether personal or not, entered, imported, collected, or processed by the Client through the Services, whether for the Client’s own account or for the account of authorized third parties.
The term “Special Terms” refers to any contractual document signed between the Parties that supplements or adapts these General Terms and Conditions to the Client’s specific situation.
All other expressions or technical terms used in these Terms and Conditions shall be understood according to their common usage within the fields of digital technology, Software as a Service (SaaS), and French commercial law. In the event of any doubt, ambiguity, or differing interpretation, the definition adopted will be the one that best ensures the effectiveness of the Company’s rights and obligations, in accordance with the principle of good faith performance of the agreements.
Article 3 – Description of Services
The company offers a structured suite of digital services accessible remotely through a SaaS model, enabling clients to centralize, analyze, measure, and manage team engagement or customer satisfaction. These services are based on a proprietary software infrastructure, accessible through the Platform, which allows clients to create, configure, and distribute campaigns, surveys, questionnaires, internal gauges, feedback modules, or any other tool for collecting behavioral or declarative data. The data collected can be processed, filtered, aggregated, analyzed, exported, and visualized using dynamic dashboards and statistics, and then shared according to the access rights defined by the client. The Platform also integrates a user management module, a role hierarchy system, advanced reporting tools, as well as mechanisms for triggering automated alerts and notifications.
As an addition, the Company may, within the framework of certain packages or upon request, provide personalized support services, including, but not limited to: training for administrators and users, assistance with structuring complex campaigns, the creation of customized templates, advanced configuration of key performance indicators, the creation of white-label interfaces, integration with third-party software via API, or the provision of periodic strategic reports.
All services are offered within the technical, functional, and contractual limits of each subscription package, as defined in the signed contractual documents between the parties or presented on the platform at the time of subscription. It is the Client’s responsibility to ensure that the chosen services meet their specific needs, including regarding volume, confidentiality, data retention period, regulatory compliance, and technical accessibility. The Company shall not be held liable for any misuse or deviation of the services by the Client or their authorized users.
Article 4 – Access Conditions to Services
Access to the services offered by the Company is strictly reserved for Clients who have fully completed the registration process, formalized by the signing of a purchase order or by the explicit acceptance of a commercial offer issued by the Company. Upon order validation, the Company creates a dedicated account for the Client, which they access using a strictly confidential username and password. The Client is entirely responsible for maintaining, protecting, securing, and using the access credentials provided to them. Any access to the Client account made using these credentials will be considered to have been made by the Client or under their authority, unless the Client has previously notified the Company of unauthorized access or a security breach. In the event of failing to meet this obligation to secure the account, the Company’s liability will not, under any circumstances, be assumed.
The Company reserves the right, at its sole discretion, to refuse, suspend, or restrict access to all or part of the Services, temporarily or permanently, without this decision giving rise to any claim for compensation, in the following cases: failure by the Client to comply with contractual or legal obligations; clearly fraudulent or unethical behavior by the Client or their representatives; excessive or improper use of the Services that compromises the integrity or proper functioning of the Platform or hosting servers; a substantiated report from a third party alleging violations of the legality of the use of the Services; or any other legitimate reason related to the preservation of the security, availability, and compliance of the Service.
The Company will utilize all reasonable technical means to ensure the continuous and secure availability of the Platform. However, access to the Service may be temporarily suspended for scheduled maintenance, feature enhancements, or in the event of force majeure. The Company will endeavor to inform the Client within a reasonable timeframe. The Client expressly acknowledges that they cannot require absolute availability of the Service and that it is their responsibility, if necessary, to implement their own independent and redundant measures to ensure the continuity of their own activities.
In the event of deactivation or termination of the Account, for any reason, access to the Platform, Client Data, and subscribed features will be immediately discontinued. The Company will not be held liable for any consequences resulting from this. It is the Client’s responsibility to arrange for the prior recovery of their Data, unless otherwise expressly provided for in these terms or in the Specific Terms.
Article 5 – Contract Duration and Termination
The agreement entered into between the Company and the Client takes effect from the activation date of the Subscription, as defined in the order form or any equivalent contractual document, for an initial term of one (1) year, unless otherwise specified in the Special Terms. Following this initial period, the agreement is automatically renewed for successive periods of the same duration, unless either party provides written notice by registered mail with return receipt or by electronic mail with electronic receipt, with a minimum advance notice of thirty (30) days before the expiration of the current period. Termination of the agreement outside of these terms will only be effective under the strictly defined conditions outlined below.
In the event of a breach by either party of any of its essential obligations under these Terms and Conditions or any attached contractual documents, including but not limited to failure to pay amounts due on time, compromise of the Platform’s security, misuse, illegal use, or use of the Services outside of the agreed-upon limits, the affected party shall have the right to terminate the contract, automatically, provided that prior written notice of default has been sent and remained unacknowledged for a period of thirty (30) calendar days. This termination will not preclude the affected party from claiming any damages and losses incurred as a result of the breach.
Notwithstanding the foregoing, the Company reserves the right to immediately suspend access to the Services or terminate the contract unilaterally and in advance, in the following circumstances: filing of insolvency proceedings or initiation of collective proceedings against the Client; manifest and repeated violation of these Terms and Conditions, despite written warnings; attempts to divert or compromise the Company’s or its partners’ information systems; unauthorized, partial, or total exploitation of the Services for competitive purposes; disclosure of confidential information or access to the Services to unauthorized third parties; or any behavior that could damage the reputation, security, or legality of the Services.
In the event of termination for any reason, the Client remains obligated to pay the full amount due to the Company for the remaining period of the contract. The Company will not issue any refunds in the event of early termination by the Client, unless there is an explicit contrary provision in the Special Terms. The Client is responsible for retrieving any data hosted on the Platform, at their own expense, as of the effective date of termination. However, if the Client does not explicitly request data deletion within a maximum period of thirty (30) days following termination, the data will be permanently deleted or anonymized, and the Company will not be held liable for this.
The termination of the contract, regardless of the reason, in no way affects any of the rights or obligations that, by their nature, are intended to survive the contract, including provisions relating to confidentiality, intellectual property, liability, data protection, and contractual disputes.
Article 6 – Financial Conditions
Access to the Services provided by the Company is subject to the Client’s payment of an Subscription, as detailed in the order form, quotation, commercial offer, or any other contractual document between the parties. Prices are quoted excluding taxes and are subject to VAT and any other applicable taxes at the time of invoicing, unless otherwise specified. The applicable rates are those in effect at the time of the initial subscription or renewal of the contract, unless an amendment has been agreed upon to modify these conditions.
Subscriptions are billed with a deferred payment schedule, for the agreed-upon period (monthly, quarterly, or annual), and must be paid by the Client within a maximum period of thirty (30) calendar days from the date of invoice. Any late payment will automatically result in the application of default interest, calculated at the legal rate plus ten (10) percentage points, as well as a fixed recovery fee of forty (40) euros, without prejudice to the Company’s right to suspend access to the Services, terminate the contract, and pursue legal action to recover outstanding payments. These late payment penalties are due on the day following the due date indicated on the invoice.
The Client acknowledges that any contractual commitment represents a firm obligation to pay for the entire duration of the Subscription, even if the Service is not used temporarily or permanently. In no circumstances will any payments be refunded, except for the specifically listed exceptions outlined in the Special Terms or in a formally agreed-upon amendment by the Company.
Any dispute regarding an invoice must be stated in writing and notified to the Company within eight (8) calendar days of receipt. If no dispute is raised within this period, the Client will be considered to have accepted the invoice as is. In the event of a valid dispute, the Parties agree to seek a mutually agreeable solution as quickly as possible. The Client remains obligated to pay the undisputed portion of the invoice within the originally agreed-upon timeframe.
The payment must be made exclusively through bank transfer or any other payment method approved by the Company and listed on the order form. Any request to change the payment method or schedule must be subject to a specific and prior agreement with the Company, which reserves the right to link the implementation to specific conditions, including advance payment or the establishment of a bank guarantee.
The Company reserves the right to modify the applicable pricing conditions for its Services at any time, with at least thirty (30) days’ written notice prior to the implementation of the change. If the Client disagrees with the new rates, they may terminate their contract according to the provisions of Article 5, noting that continued use of the Services after the new rates take effect will constitute an irrevocable acceptance of those rates by the Client.
Article 7 – Client Obligations
The Client agrees to use the Services in strict compliance with all applicable laws and regulations, as well as these Terms and Conditions. They guarantee they have the legal capacity to enter into contracts and to use the Services in a strictly professional manner. It is their responsibility to ensure that all authorized users have access rights proportionate to their roles and are informed of these contractual stipulations. The Client is solely responsible for the accuracy, legality, and validity of any data they transmit or process through the Services, including data provided by third parties. They are prohibited from using the Platform in any fraudulent, abusive, or manipulative manner, including any attempts at intrusion, overloading, decompilation, or compromising the integrity or availability of the Services. In the event of a claim or legal action brought by a third party due to a failure attributable to the Client, they agree to fully indemnify the Company against any resulting liability, costs, or damages.
Article 8 – Obligations of the Company
The Company commits to performing the Services with due diligence and in accordance with industry best practices, under an obligation of reasonable effort. It guarantees access to the Platform with a reasonable level of availability, excluding instances of force majeure or scheduled maintenance. The Company ensures the security of the Services by implementing appropriate technical and organizational measures, proportionate to the risks and the nature of the data processed. However, it will not be held liable for interruptions or malfunctions attributable to the internet network, the Client’s computer equipment, misconfiguration, or misuse of the Services.
Article 9 – Liability
The Company’s liability is strictly limited to direct damages caused to the Client due to proven negligence in the performance of the Services, excluding any indirect, consequential, incidental, or resulting damages, including but not limited to lost revenue, profits, data, or reputation. In no event shall the Company’s liability exceed the total amount received, excluding taxes, under the relevant subscription during the twelve (12) preceding months preceding the occurrence of the damage. This limitation applies to each individual or cumulative event causing damage. No action for damages can be brought against the Company more than one (1) year after the Client becomes aware of the event causing the damage.
Article 10 – CONFIDENTIALITY
Each Party agrees not to disclose to any third party, without the prior written consent of the other Party, any information designated as confidential, or any information of which they have gained knowledge during the execution of this contract, that could prejudice the interests of the other Party. This obligation covers all commercial, strategic, financial, technical, or legal information, and applies throughout the duration of the contract and for a period of five (5) years following its termination, regardless of the reason. Each Party agrees to disclose such information only to its personnel who require knowledge of it, and to guarantee its strict confidentiality. The obligation of confidentiality does not apply to information that has become public through no fault of their own, or that must be disclosed pursuant to a legal, regulatory, or judicial obligation.
Article 11 – Intellectual Property
All of the elements comprising the Services, including software, source code, interfaces, databases, textual and graphic content, as well as the Company’s trademarks, logos, trade names, or any other distinctive sign, are protected by copyright, trademark law, and, more generally, intellectual property laws, of which the Company is the exclusive owner or licensee. No property rights are transferred to the Client, who is granted only a personal, non-exclusive, non-transferable and non-assignable right of use for the duration of their subscription, within the limits defined in the contract. Any unauthorized reproduction, distribution, extraction, reuse, or adaptation of the aforementioned elements is strictly prohibited and may be subject to legal action.
Article 12 – Personal Data and GDPR
The Company, acting as a subcontractor as defined by applicable regulations (specifically Regulation (EU) 2016/679, the GDPR), undertakes to process any personal data entrusted to it by the Client solely for the purpose of providing the Services. A specific annex relating to the processing of personal data is attached to these Terms and Conditions, in accordance with Article 28 of the GDPR. The Company implements appropriate organizational and technical measures to ensure the security, confidentiality, and integrity of the data. The Client, as the data controller, guarantees that it has obtained all necessary consents and commits to complying with its own legal obligations in this regard. The Company will not be held liable for any failure by the Client to meet its data protection obligations.
Article 13 – Commercial References
Unless the Client expressly and in writing refuses, the Company reserves the right to mention the Client’s name, company name, logo, and, if applicable, testimonial, as a commercial reference on any internal or external communication medium, including promotional materials, sales presentations, the website, or social media, while respecting the Client’s intellectual property rights. The Client may at any time request the removal of their reference by simply notifying the Company at the agreed-upon address.
Article 14 – Subcontracting
The Company reserves the right to utilize any subcontractor of its choice in order to fulfill its contractual obligations, including for accommodation, maintenance, technical support, or the security of the Services. In all cases, the Company remains responsible to the Client for the proper execution of its contractual commitments through its subcontractors, within the limits specified in these agreements. The Client expressly accepts that data, including personal data, may be processed by service providers acting on behalf of the Company, within the European Union or in any country offering an adequate level of data protection as recognized by the European Commission.
ARTICLE 15 – FORCE MAJEURE
Neither party shall be held liable for any breach or delay in the performance of its contractual obligations due to the occurrence of a force majeure event as defined by French jurisprudence, including, but not limited to: natural disasters, armed conflicts, acts of terrorism, pandemics, strikes, internet network failures, failure of a hosting provider, or decisions by an administrative authority. In the event that a force majeure situation persists for more than sixty (60) consecutive calendar days, each party shall have the right to terminate the contract automatically and without compensation, upon written notice.
Article 16 – Applicable Law
These General Terms and Conditions, together with all contractual relationships between the Company and the Client, are governed by French law, excluding any other legislation. This law applies to both the substance and form of these agreements, regardless of the Client’s nationality or the location where the Services are performed. In the event of translation into a foreign language, only the French version shall prevail between the parties.
Article 17 – Compulsory Jurisdiction
Any dispute concerning the formation, interpretation, execution, or termination of these Terms and Conditions, which cannot be resolved amicably within a reasonable period of thirty (30) days from the date of written notice from one Party to the other, shall be subject to the exclusive jurisdiction of the courts located in Paris, including in the event of multiple defendants or an appeal for indemnity. This jurisdictional clause applies even in urgent proceedings or through a référé.
Article 18 – Various Provisions
If one or more clauses of these Terms and Conditions are found to be null, unenforceable, or not applicable in whole or in part, due to a legislative or regulatory provision or a final decision by a competent court, the remaining clauses will remain in effect and continue to operate fully. The Company’s failure to assert any of its rights under these Terms and Conditions at a particular time shall not be interpreted as a waiver of its right to assert them in the future. The Client expressly authorizes the Company to assign or transfer any and all rights and obligations arising from these Terms and Conditions to any affiliated company, partner, or successor, without requiring any formalities, provided that the recipient agrees to perform the obligations of the contract under the same conditions.
Annex – Personal Data Outsourcing Agreement (Article 28 GDPR)
Within the framework of these General Terms and Conditions of Sale, RANK SAS (hereinafter referred to as “the Company” or “the Subcontractor”), which provides the services of the myfrank.io platform, acts as a subcontractor as defined by Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 (hereinafter “GDPR”), exclusively on behalf of the Client, who is considered the data processor. This addendum aims to formalize the data processing conditions carried out within the framework of the service contract, in accordance with Article 28 of said regulation.
Subject and duration of treatment
This agreement outlines the treatments performed by the Company based on instructions from the Client. These treatments relate to the personal data entered, imported, collected, or generated by the Client through the Platform, for purposes strictly linked to the performance of the Service. These treatments will continue throughout the contractual relationship between the parties, and potentially beyond, for as long as necessary to comply with the Company’s legal obligations for data retention.
Nature of operations processed
The treatment may include, but is not limited to: collection, recording, organization, structuring, preservation, adaptation, modification, extraction, consultation, use, transmission, dissemination, or any other form of provision, linking or interconnection, limitation, erasure, or destruction of the Data. These operations are carried out using entirely or partially automated means, at the Client’s instruction. The Company expressly refrains from using the Personal Data for its own purposes or on behalf of a third party not expressly authorized by the Client.
Categories of Data Involved
This may include identification data (name, first name, email address, phone number), professional data (job title, company, department), technical identifiers (IP addresses, login logs, cookies), and any other data freely defined by the Client through the Platform’s modules. The Client undertakes not to import any sensitive data, as defined in Article 9 of the GDPR, without valid legal basis and without prior written notification to the Company.
Categories of people involved
The individuals concerned may include employees, collaborators, contractors, clients, end-users, or any third party whose data is integrated into the Platform by the Client, at their sole responsibility.
General obligations of the Subcontractor
The Company commits to: (i) processing Data only upon documented instruction from the Client; (ii) guaranteeing the confidentiality of Data processed by authorized personnel, under a specific confidentiality agreement; (iii) ensuring the training and awareness of its teams regarding data protection issues; (iv) guaranteeing the security, availability, integrity, and resilience of systems processing Data, through appropriate technical and organizational measures; (v) notifying the Client without unjustified delay of any data breach, with a maximum timeframe of 48 hours from the detection of the incident; (vi) maintaining a record of the categories of processing activities carried out on behalf of the Client.
