Effective date: 8 January 2025
LEASUP (hereinafter ‘LEASUP’) provides a property portfolio management service by means of a SaaS (Software as a Service) platform accessible at the following URL: www.app.leasup.com (hereinafter the ‘Platform’), intended for all retail industry stakeholders (hereinafter the ‘Clients’).
These general terms and conditions (hereinafter the ‘General Terms and Conditions’) apply without restriction or reservation to the terms and conditions of use of the services offered by LEASUP (hereinafter the ‘Services’), including in particular the hosting, analysis and processing of all legal and financial data arising from or resulting from the performance of a lease, all information specific to the shop to which it relates, as well as the calculation of performance indicators, and access to and updating of the contacts of landlords, property managers and shop operators.
The purpose of these General Terms and Conditions is to set out the terms and conditions under which the services are provided for the benefit of the Client.
Together with the commercial proposal(s) (hereinafter the ‘Commercial Proposal’), where applicable, they form a single, indivisible contractual whole (hereinafter the ‘Agreement’).
In the event of any inconsistency, the provisions of the Commercial Proposal(s) shall prevail over these General Terms and Conditions. In the event of any inconsistency between different Commercial Proposals, the most recent document shall prevail over earlier ones.
The Agreement shall prevail over any other general or specific terms and conditions not expressly accepted by LEASUP.
The Platform and the Services are operated by LEASUP, a French SAS (simplified joint-stock company) registered with the Paris Trade and Companies Register (RCS) under number 891 183 931, whose registered office is located at 11 bis rue de Milan, PARIS 75009.
LEASUP may be contacted at the following address: 11 bis rue de Milan, PARIS 75009.
Email address: support@leasup.com
The Platform and the Services are accessible:
The Platform and the Services are intended exclusively for professionals, meaning any natural or legal person, whether public or private, acting for purposes falling within the scope of its commercial, industrial, craft, professional or agricultural activity, including when acting in the name or on behalf of another professional.
In order to access the Platform, the Client must comply with the prerequisites; in particular, the Client must have:
These prerequisites are liable to change, in particular in line with changes in legislation and technology; the Client is responsible for complying with the latest version of the prerequisites available on our website.
Prior to any performance of the Services, the Client shall provide LEASUP with the relevant information and documents to enable it to identify the Client’s needs and expectations. On this basis, LEASUP will draw up one or more commercial proposals.
A Client wishing to order the Services must accept the Commercial Proposal within the period stated in that Commercial Proposal, by any appropriate written means, in particular by email.
Any acceptance of a Commercial Proposal, whether express or implied, entails full and unreserved acceptance of these General Terms and Conditions, in the version in force on the date of the Commercial Proposal concerned. Any acceptance subject to reservations shall be deemed null and void. A Client that does not agree to be bound by these General Terms and Conditions must not order Services from LEASUP.
In the event of any change to the initial Services, a new Commercial Proposal shall be drawn up. The provisions of this new Commercial Proposal shall prevail over those of the previous one. Unless otherwise stated in the new Commercial Proposal, the commitment periods shall remain identical to those of the first Commercial Proposal.
The Client may access the Platform at any time after identifying itself using its login ID and password.
The Client undertakes to use the Services personally and not to allow any third party to use them in its place or on its behalf, unless it assumes full responsibility for doing so. The Client is responsible for regularly checking the accounts created by its users and their access rights.
The Client is likewise responsible for maintaining the confidentiality and security of its login ID and password, any access to the Platform using them being deemed to have been made by the Client. The Client must contact LEASUP immediately if it notices that its account (hereinafter the ‘Account’) has been used without its knowledge or if it becomes aware of any breach of the confidentiality of its login ID and/or password. The Client acknowledges LEASUP’s right to take any appropriate measures in such a case, while using its best efforts to maintain all access to the Services of the Platform.
The Platform made available to the Client will be accessible by means of Single Sign-On, without any further authentication being required to log in. To log in to the Platform, the Client will be redirected to a third-party website enabling it to access the Platform by means of Single Sign-On.
In accordance with the Data Protection Policy, certain personal data that you have provided to social networks or to the third-party platform may be transmitted to us, in accordance with the terms of use of the social network or platform concerned. When connecting to the Account, you are invited to review and configure the restrictions you wish to apply to the transmission of such personal data. You are informed that the information communicated to us is determined by the publishers of the social networks or of the third-party platform. Accordingly, you are invited to review the privacy policies of the third-party publisher and the restrictions you may apply, and you acknowledge that we shall not be liable in this respect.
We recommend that the Client use a two-factor authentication system.
The Client has access to the Services as defined on the Platform, in the form and in accordance with the functionalities and technical means that LEASUP considers most appropriate.
Any new Service requested by the Client that requires specific software development shall be invoiced separately after the signature of a written agreement between the Parties.
Use of the Services requires the integration of the data provided by the Client. Such integration may be carried out by LEASUP or by an external service provider appointed by the Client or by LEASUP. For this purpose, the Client grants LEASUP a worldwide, free of charge, non-transferable, non-exclusive licence (with the right to grant a sub-licence to authorised subcontractors, where applicable) to use the data provided, solely for the term of the Agreement and for the sole purpose of enabling their integration into the Platform.
The Client may also integrate itself the information or data the content of which it alone determines.
The Client also grants LEASUP a licence to use the business data provided, after prior anonymisation, exclusively for statistical purposes.
LEASUP undertakes to ensure, under an obligation of means, the hosting of the Accounts and of any content published by the Client on its Account, in accordance with industry practice and the state of the art, by a professional hosting provider operating in accordance with industry practice and the state of the art, whose contractual commitments and service levels apply to this agreement, are binding on the Client and are available upon request.
In this context, LEASUP undertakes to provide the Client with sufficient storage and processing capacity in connection with the Services, in accordance with industry practice and the state of the art.
The provision of storage capacity exceeding that stated in the Commercial Proposal may be invoiced in accordance with the pricing set out in that Commercial Proposal.
LEASUP undertakes to implement all appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing, as well as the risks, of varying likelihood and severity, for the rights and freedoms of natural persons.
LEASUP also undertakes to take all appropriate precautions, having regard to the nature of the data and the risks presented by the automated data processing carried out for the purposes of the Services, to preserve the security of the data and, in particular, to prevent them from being distorted or damaged or accessed by unauthorised third parties.
LEASUP undertakes to make available all information necessary for the conduct of audits of compliance with the provisions of Article 28 of the GDPR, carried out by the client or by a third party appointed by it at its own expense, which must be qualified, independent and not a competitor, and whose report must be sent to LEASUP upon receipt, LEASUP being free to use it at its discretion. Any audit must be subject to a minimum notice period of 30 calendar days and shall be governed by a contractual framework designed to protect the confidentiality of the data of LEASUP and its clients, and the availability and security of the Platform and the Services.
LEASUP provides the Client with technical support, available on working days by email at the following address: support@leasup.com, enabling the Client to report any difficulty encountered when using the Services. LEASUP undertakes to respond to requests thus submitted by the Client as soon as possible.
LEASUP reserves the right to offer any other Service that it considers useful, in the form and in accordance with the functionalities and technical means that it considers most appropriate for providing such Services.
LEASUP undertakes to ensure the permanence, continuity and quality of access to the Services.
In this respect, LEASUP will use its best efforts to maintain access to the Platform 24 hours a day, 7 days a week, and guarantees 98% availability of the Services calculated on a calendar month basis, except in cases of force majeure, maintenance periods and security-related risks.
In the event of failure to meet this commitment over a given month, the Client shall be entitled to fixed, full and final compensation in the form of a credit calculated as a percentage of the invoice for the service ordered for the month concerned: where availability is below 98%, the credit shall be 5% of the amount, exclusive of VAT, of the relevant base invoice, applied to the following month’s invoice. To benefit from this, the Client must submit a request for the availability rate to LEASUP within a maximum of 2 months of the date of the recorded unavailability.
Furthermore, given the complexity of the internet, the unequal capacities of the various sub-networks, the influx of users at certain times and the various bottlenecks over which LEASUP has no control, LEASUP’s liability shall be limited to the operation of its servers, the outer limits of which are the connection points.
LEASUP shall not be liable for (i) the speed of access to its servers, (ii) slowdowns external to its servers, (iii) faulty transmissions due to a failure or malfunction of these networks, or (iv) a poor internet connection.
As the solution is provided in SaaS mode and directly administered by LEASUP, the Client shall automatically benefit from maintenance and updates for the term of the Agreement.
LEASUP reserves the right to correct errors and is solely responsible for maintenance.
LEASUP reserves the right to restrict or suspend access to the Platform in order to carry out any maintenance and/or improvement and/or correction operations (‘Maintenance Period’). Minor maintenance operations (unavailability of less than 10 minutes) may be carried out at any time; major maintenance operations resulting in unavailability of more than 10 minutes shall be carried out only in the evening, from 6 p.m. to 8 a.m. Paris time, Monday to Friday, and at any time on Saturdays, Sundays and public holidays. Save in an emergency, the Client shall be informed 48 hours in advance of any such maintenance and/or improvement operation carried out outside the Maintenance Period, by any appropriate means, in particular by a general information message on the Platform. In the context of these maintenance operations, LEASUP undertakes to use its best efforts not to disrupt the Client’s business.
LEASUP may interrupt access to the Platform or the Services in the event of the detection or risk of a vulnerability, threat or attack.
In the context of these maintenance and/or upgrade operations, LEASUP undertakes to back up the content stored on the Client’s Account and/or the Platform.
Clients’ Data are backed up under the conditions set out in the security policy.
The Client is responsible for keeping the originals securely and for following the recommendations and the state of the art in terms of secure backup.
In the event of destruction of the Data attributable exclusively to LEASUP, the Client shall be entitled, by way of fixed, full and final compensation, to a discount of 100% of the last invoice, exclusive of VAT, for the month concerned.
For the term of the Agreement and until its expiry or termination, the Client may, at any time and without LEASUP’s assistance, access the Services in order to retrieve and download the integrated Data (excluding calculated data), within the limits of the existing functionalities.
Any other request shall be invoiced by LEASUP at the rate in force on the date of the request, in the following format:
LEASUP undertakes, within thirty (30) days of the expiry or termination of the Agreement for any reason whatsoever, to securely delete or destroy the Client’s active Data and any documents and records whatsoever in its possession or under its control (in any form), and within 12 months in the case of backups.
The Client acknowledges and accepts that the service level guarantee does not cover any failure or interruption of the Services caused by telecommunications operators or internet and mobile web access providers, or by poor internet coverage or saturation of internet access linked to the location of an event.
LEASUP shall not be held liable for any impact of such unavailability on the Client’s business.
Except in the event of proven gross negligence on the part of LEASUP, it is in any event expressly agreed that a breach of any commitment set out in this clause may under no circumstances give rise to the termination of the contractual relationship with its Client, and LEASUP’s liability shall be limited under the conditions set out below in the ‘Liability’ clause.
The Services identified in the ‘Services’ clause of the General Terms and Conditions, within the limits specified in that clause, are provided in accordance with the pricing terms set out in the Commercial Proposal.
Invoicing arrangements will differ depending on the Services provided.
Invoiced amounts are payable upon receipt of the invoice. LEASUP does not grant any discount for early payment.
Amounts are collected by LEASUP monthly or annually, at the end of the billing period, directly by the payment methods offered by LEASUP.
Unless otherwise stated, all prices are expressed in euros and exclusive of taxes.
The Services are invoiced monthly or annually, and invoices are made available to clients on the website or by email.
The subscription corresponds to monthly invoicing based on the number of active and activated shops and users in the month preceding the billing period, in accordance with our price list in force on our website www.leasup.com
The Client expressly agrees that the price of the Services provided shall be collected automatically by LEASUP.
The Client undertakes to notify LEASUP of any change of address to be shown on invoices.
Any query concerning an invoice must be notified within a maximum of 3 months from the date of issue of the invoice. After this period, the invoice shall be deemed accepted.
The Client is informed and expressly accepts that any late payment of all or part of any sum due to LEASUP on its due date shall automatically entail, as from the day following the payment date shown on the invoice:
Prices shall be revised annually on the anniversary date of the subscription to the Services on the basis of the SYNTEC index.
The applicable price list is the one in force at the time of subscription to the Services.
It may be revised at any time, it being specified that the new price list will only apply upon renewal of the Subscription.
LEASUP will inform the Client thereof by any means
Where such notification is given less than one month before the expiry date of the Subscription taken out, the new prices shall apply from the renewal date plus one month.
A Client that does not accept the new price list must, no later than one month before the date on which the new prices take effect, terminate its Subscription by sending a request to that effect by email to support@leasup.com. Failing this, it shall be deemed to have accepted the new prices.
LEASUP reserves the right to pass on to the Client any price increases from its own suppliers and service providers.
Services taken out on a subscription basis (hereinafter the ‘Subscription’) are taken out for a term of one year (hereinafter the ‘Initial Period’).
The Subscription begins on the date on which it is taken out, subject to payment of the price in accordance with the ‘Financial terms’ clause, from date to date.
It is then tacitly renewed for successive periods of the same duration as the Initial Period (hereinafter referred to, together with the Initial Period, as the ‘Periods’), from date to date, unless terminated by either Party one month before the end of the current Subscription Period.
The Client may terminate the Subscription by sending a request to that effect to LEASUP by email, using the contact details set out in the clause ‘Operator of the Platform and the Services, contact’.
LEASUP may terminate the Subscription by sending an email to the Client.
Any Subscription Period that has commenced is due in full.
In the event that either Party fails to comply with its obligations hereunder, the agreement may be terminated by the injured Party 15 calendar days after sending a formal notice to perform, sent by registered letter with acknowledgement of receipt, which has not been remedied.
Consequences of the end of the Agreement (expiry or termination): the end of the Agreement renders all sums owed to LEASUP immediately due and payable. The following clauses shall survive: confidentiality, exclusion of liability and liability cap, and limitations of warranties.
The Client expressly acknowledges and accepts:
Without prejudice to the other obligations set out in these General Terms and Conditions, the Client undertakes to comply with the following obligations:
In its use of the Services, the Client undertakes to cooperate with LEASUP, to comply with the General Terms and Conditions and with the laws and regulations in force, and not to infringe the rights of third parties or public order.
The Client is solely responsible for its use of the Platform and the Services.
The Client undertakes to provide LEASUP with all information necessary for the proper performance of the Services and, in particular, to inform LEASUP of any specific legal, regulatory or sector-specific requirements relating to the types of information entrusted to it by the Client. More generally, the Client undertakes to cooperate actively with LEASUP with a view to the proper performance of the General Terms and Conditions.
The Client is solely responsible for the documents, materials, data, information and any content that it provides to LEASUP in connection with the use of the Services. The Client warrants to LEASUP that it is entitled to provide such materials, that such data have been verified and that it holds all rights and authorisations necessary for their use in connection with the Services.
For any user of the Platform other than the Client, the Client must create a User account. The Client shall be solely responsible for the creation of User accounts, for configuring the corresponding access rights and for the use of the Platform by such Users.
The Client acknowledges that it has familiarised itself with the Platform and its features as they exist on the date of signature of this agreement.
Without prejudice to clause 11.4 above, the Client undertakes to use the Services strictly for its own purposes. Accordingly, the Client shall not assign, license or transfer all or part of its rights or obligations hereunder to any third party in any manner whatsoever.
The Client is solely responsible for content of any kind (editorial, graphic, audio, audiovisual or other) uploaded to the Platform (hereinafter the ‘Content’) and for any consequences arising therefrom.
The Client warrants to LEASUP that it holds all rights and authorisations necessary for the integration of such Content. The Client undertakes that such Content shall be lawful, shall not be contrary to public order, public decency or the rights of third parties, shall not infringe any statutory or regulatory provision and, more generally, shall not in any way be likely to give rise to any civil or criminal liability on the part of LEASUP.
Save with the prior written consent of LEASUP, the Client shall not access the Platform or the Services for any of the following purposes: monitoring their availability, performance or functioning, evaluation for the purpose of developing competing software, or benchmarking.
The Client shall not disseminate, in particular and without limitation:
The Client shall indemnify LEASUP against any complaints, claims, actions and/or demands of any kind which LEASUP may suffer as a result of the Client’s breach of any of its obligations or warranties under these General Terms and Conditions.
The Client undertakes to compensate LEASUP for any loss it may suffer and to pay all costs, charges and/or damages that it may be ordered to bear as a result.
LEASUP undertakes to provide the Services with due care and in accordance with good industry practice, it being specified that it is bound by an obligation of means (best endeavours) and not by any obligation of result, which the Client expressly acknowledges and accepts.
LEASUP acts solely for the purpose of providing the Services described in these General Terms and Conditions.
LEASUP shall not be liable for any decisions taken by the Client or by any third party designated by it, including those based on the Content integrated into or data derived from the Platform. Likewise, LEASUP shall under no circumstances be liable for the Content uploaded by the Client to the Platform, over which it exercises no control, verification or moderation of any kind. The Client is solely responsible for its own information system.
To the extent permitted by law, LEASUP warrants solely that the Services conform to their documentation and undertakes to correct, within a reasonable period, any reproducible anomaly in the Services as compared with the documentation, to the exclusion of any warranty specific to the Client’s requirements or business. Any anomaly must be notified to LEASUP immediately and no later than 2 months after it is discovered, failing which the Client shall be time-barred; any claim in this respect shall only be taken into account from the date on which the anomaly is notified. LEASUP shall not be liable for any anomaly discovered earlier and not notified to it within the aforementioned period.
LEASUP undertakes to carry out regular checks in order to verify the functioning and accessibility of the Platform. In this respect, LEASUP reserves the right to interrupt access to the Platform temporarily, to a limited extent, for maintenance purposes.
Likewise, LEASUP shall not be liable for any temporary difficulties in accessing, or inability to access, its Platform arising from circumstances beyond its control, force majeure, or disruptions to telecommunications networks or operators, Clients being aware of the complexity of global networks and of the influx of internet users at certain times of day.
In any event, any liability that LEASUP may incur hereunder is expressly limited to direct and foreseeable loss suffered by the Client and shall not exceed the total price paid by the Client for the Services concerned, as set out in the Commercial Proposal, over the last twelve (12) months.
It is strictly prohibited to use the Services for the following purposes:
Clients are strictly prohibited from copying and/or misappropriating, for their own purposes or those of third parties, the concept, technologies, all or part of the data or any other element of the Platform.
The following are also strictly prohibited: (i) any conduct likely to interrupt, suspend, slow down or prevent the continuity of the Services, (ii) any intrusion or attempted intrusion into LEASUP’s systems, (iii) any misappropriation of the Platform’s system resources, (iv) any action likely to place a disproportionate load on the Platform’s infrastructure, (v) any breach of security and authentication measures, (vi) any act likely to harm the financial, commercial or moral rights and interests of LEASUP, and finally, more generally, (vii) any breach of these General Terms and Conditions.
The Client is strictly prohibited from monetising, selling or licensing all or part of the access to the Services or the Platform, or to the information hosted and/or shared on them.
In the event of a breach of any provision of the Agreement or, more generally, of any infringement of laws and regulations by the Client, LEASUP reserves the right to take any appropriate measures and in particular to:
The Client is informed and accepts that any breach of its obligations may, in addition to the consequences set out above, result in the immediate termination of the Agreement by LEASUP by any written means.
Each of the Parties declares that it has taken out, and undertakes to maintain in force, the insurance policies necessary to cover the risks that may arise in connection with the performance of the Agreement. Each of the Parties undertakes to provide any supporting evidence in this respect upon request.
Each of the Parties acknowledges that neither it nor its directors, officers or employees propose, promise, offer, authorise, solicit or improperly accept any payment or other advantage (nor give the impression that they will or might do so in the future) in circumstances connected with the agreement. The Parties undertake to take all measures to ensure that their legal representatives, employees, subcontractors, agents or any third party engaged by them comply with the same undertakings and with the anti-corruption laws in force.
As an employer, LEASUP shall be solely responsible for all obligations incumbent upon it in this capacity. LEASUP certifies and attests on its honour that the work will be performed by qualified employees employed in accordance with the provisions of the French Labour Code. LEASUP undertakes to provide, upon request, to the Client or to any service provider appointed by the Client for this purpose, the documents listed in Article D 8222-5 of the French Labour Code.
LEASUP and the Client each undertake, insofar as they are concerned, to comply with the regulations applicable to personal data and in particular with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016).
LEASUP as data controller for its clients’ data Data collected on the Platform. Surname, first name, position, telephone number, billing data, email address, IP address and data provided by the User in connection with the use of the Services.
Purposes and legal basis of collection. Consent of the data subject or legitimate interest for prospecting purposes; performance of a contract for the purposes of commercial management and customer relations; legitimate interest, namely maintaining the security and performance of the Services, and statistics;
Categories of recipients. LEASUP’s technical, administrative and financial service providers.
Rights of data subjects. Every person has the right to request from LEASUP access to the data concerning them, the rectification or erasure of such data, or restriction of the processing concerning them, and the right to object to processing. These rights may be exercised with LEASUP. Every person has the right to lodge a complaint with a supervisory authority. Data subjects also have the right to set out instructions regarding what happens to their personal data after their death. Where processing is based on consent, such consent may be withdrawn at any time, without affecting the lawfulness of processing based on consent carried out before its withdrawal.
Retention periods. Data are retained in accordance with statutory retention periods and periods relating to accounting or tax obligations, within the limit of the applicable limitation period.
The privacy policy of our website is available at the following address: https://www.leasup.com/en/legals/politique-de-confidentialites
The characteristics of this processing are described in the GDPR annex.
Each of the Parties undertakes not to directly poach any member of staff of the other Party who has been involved in any of the Services, throughout the performance of such Services and for a period of one (1) year after their completion, unless otherwise agreed between the Parties.
Should a Party fail to comply with the aforementioned obligation, the defaulting Party shall compensate the other Party for the loss of its staff member and for the costs resulting from such loss. Such compensation shall be equal to the total net remuneration paid to that staff member during the twelve (12) months preceding the solicitation.
The Client expressly authorises LEASUP to name it and, where applicable, to reproduce its trade mark or logo as a commercial reference, in particular at trade shows or events, in its commercial documents, press releases, on social media and on its Platform, in any form whatsoever, for the term of the Agreement and for 2 (two) years after its expiry.
LEASUP shall under no circumstances be held liable for the technical availability of websites operated by third parties (including any of its partners) which the Client may access via the Platform.
LEASUP accepts no liability for the content, advertising, products and/or services available on such third-party websites, which, it is reiterated, are governed by their own terms of use.
Nor is LEASUP responsible for any transactions between the Client and any advertiser, professional or trader (including any of its partners) to which the Client may be directed via the Platform, and LEASUP shall under no circumstances be a party to any dispute whatsoever with such third parties concerning, in particular, the purchase of products and/or services, guarantees, representations and any other obligations by which such third parties are bound.
Neither Party shall be liable for any failure to perform its contractual obligations if such failure is due to an event beyond the control of the Parties constituting force majeure, as defined in Article 1218 of the French Civil Code.
The parties agree that force majeure shall mean, in particular, the occurrence of an event displaying the characteristics of unforeseeability and irresistibility usually recognised by French law and the French courts, as well as strikes, terrorist activities, riots, insurrections, wars, governmental actions, epidemics, natural disasters or any failure attributable to a third-party telecommunications provider.
The affected party must inform the other party as soon as possible, stating the nature of the force majeure event. The parties shall consult one another in order to determine together the most appropriate means of mitigating, if possible, the consequences of the event(s) constituting force majeure.
If the force majeure event continues for more than 3 (three) months, either party may terminate the Agreement automatically, without any judicial formalities, without notice and without any right to compensation of any kind whatsoever, by sending a registered letter with acknowledgement of receipt, with immediate effect.
If, as a result of a force majeure event, the affected party is prevented from performing only part of its contractual obligations, it shall remain responsible for the performance of the obligations that are not affected by the force majeure event, as well as for its payment obligations.
As soon as the force majeure event ceases, the affected party must immediately inform the other party and resume performance of the affected obligations within a reasonable period.
The Agreement may be freely assigned without formality by LEASUP, which shall inform the Client thereof by simple notification by any means; LEASUP shall be released from its obligations under the Agreement as from such notification.
LEASUP reserves the right to amend these General Terms and Conditions at any time.
Clients will be informed of such amendments by any appropriate means.
Clients who do not accept the amended General Terms and Conditions must unsubscribe from the Services in accordance with the procedure set out in the clause ‘Term of the Services and unsubscription’.
Any Client who uses the Services after the amended General Terms and Conditions have come into force shall be deemed to have accepted such amendments.
Should these general terms and conditions be translated into one or more languages, French shall be the language of interpretation in the event of any inconsistency or dispute as to the meaning of a term or provision.
The Parties declare their intention to seek, as a priority, an amicable solution to any dispute arising from the application or interpretation of the Agreement.
Mandatory prior conciliation. A letter shall be sent by registered post with acknowledgement of receipt by one Party to the Party considered to be in default, specifying the difficulties encountered in the application of the Agreement or the breaches identified. The other Party shall then have fifteen (15) calendar days in which to set out its interpretation of the events, its proposal for an amicable settlement of the dispute or its refusal of an amicable settlement. The Party that initiated the amicable settlement shall then in turn have fifteen (15) calendar days in which to give its response. If, within thirty (30) calendar days following that response, the Parties have not reached an amicable agreement, each of them shall regain full freedom of action.
Mediation. Any disputes that may arise concerning the validity, interpretation, performance or non-performance, interruption or termination of this agreement shall be submitted, at the option of the first party to act:
Any fees of the mediator shall be shared equally between the Parties.
The Agreement is subject to French law and shall be governed by and construed in accordance with French law.
By express derogation from the provisions of Article L. 110-4 of the French Commercial Code and in accordance with the provisions of Article 2254 of the French Civil Code, any claims or disputes and any actions hereunder, whatever their nature or basis, against LEASUP shall be time-barred after 1 (one) year from the date on which the event giving rise to such action occurred.
ANY DISPUTE THAT MAY ARISE IN CONNECTION WITH ITS VALIDITY, INTERPRETATION OR PERFORMANCE SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF PARIS (FRANCE), NOTWITHSTANDING ANY PLURALITY OF DEFENDANTS OR THIRD-PARTY CLAIMS, INCLUDING FOR URGENT PROCEEDINGS AND PROTECTIVE MEASURES IN SUMMARY OR EX PARTE PROCEEDINGS, UNLESS A MANDATORY RULE OF PROCEDURE PROVIDES OTHERWISE.
The recipient agrees that the information requested for the purpose of concluding an agreement, or sent during its performance, may be transmitted by email.
In accordance with Article 1127-3, paragraph 2 of the French Civil Code, the Parties expressly declare that they derogate from, and shall not apply, sub-paragraphs 1° and 5° of Article 1127-1 of the French Civil Code and Article 1127-2 of the same Code.
The Parties agree that this Agreement shall be concluded in the form of an electronic document, in accordance with the provisions of Article 1366 of the French Civil Code, and signed electronically by means of a reliable identification process implemented by PandaDoc Inc. This electronic signature has the same value as a handwritten signature.
The signature solution provided by PandaDoc Inc guarantees the identification of the Parties to this Agreement in accordance with the provisions of Article 1367 of the French Civil Code.
The Parties acknowledge that this Agreement has the same evidential value as a paper document in accordance with Article 1366 of the French Civil Code and may be validly relied upon against them.
The parties acknowledge that (i) the requirement for multiple originals is deemed to be satisfied where this electronically signed Agreement is drawn up and retained in accordance with Articles 1366 and 1367 of the French Civil Code, and that (ii) this process enables each Party to hold a copy on a durable medium or to have access to one, in accordance with the provisions of Article 1375 of the French Civil Code.
Done on the date of issue of the digital certificate.
Link to the standard contractual clauses
(a) The purpose of these Standard Contractual Clauses (the ‘Clauses’) is to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
(b) The controllers and processors listed in Annex I have agreed to these Clauses in order to ensure compliance with Article 28(3) and (4) of Regulation (EU) 2016/679 and/or Article 29(3) and (4) of Regulation (EU) 2018/1725.
(c) These Clauses apply to the processing of personal data as specified in Annex II.
(d) Annexes I to IV are an integral part of the Clauses.
(e) These Clauses are without prejudice to obligations to which the controller is subject by virtue of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
(f) These Clauses do not by themselves ensure compliance with obligations related to international transfers in accordance with Chapter V of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
(a) The Parties undertake not to modify the Clauses, except for adding information to the Annexes or updating information in them.
(b) This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a broader contract, or from adding other clauses or additional safeguards provided that they do not directly or indirectly contradict the Clauses or detract from the fundamental rights or freedoms of data subjects.
(a) Where these Clauses use the terms defined in Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725 respectively.
(c) These Clauses shall not be interpreted in a way that runs counter to the rights and obligations provided for in Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or in a way that prejudices the fundamental rights or freedoms of the data subjects.
In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties existing at the time when these Clauses are agreed or entered into thereafter, these Clauses shall prevail.
(a) Any entity that is not a Party to these Clauses may, with the agreement of all the Parties, accede to these Clauses at any time as a controller or a processor by completing the Annexes and signing Annex I.
(b) Once the Annexes in (a) are completed and signed, the acceding entity shall be treated as a Party to these Clauses and shall have the rights and obligations of a controller or a processor, in accordance with its designation in Annex I.
(c) The acceding entity shall have no rights or obligations resulting from these Clauses from the period prior to becoming a Party.
The details of the processing operations, in particular the categories of personal data and the purposes of processing for which the personal data is processed on behalf of the controller, are specified in Annex II.
(a) The processor shall process personal data only on documented instructions from the controller, unless required to do so by Union or Member State law to which the processor is subject. In such a case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented.
(b) The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe Regulation (EU) 2016/679 / Regulation (EU) 2018/1725 or other applicable Union or Member State data protection provisions.
The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex II, unless it receives further instructions from the controller.
Processing by the processor shall only take place for the duration specified in Annex II.
(a) The processor shall at least implement the technical and organisational measures specified in Annex III to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to the data (personal data breach). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the risks involved for the data subjects.
(b) The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing and monitoring of the contract. The processor shall ensure that persons authorised to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
If the processing involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (‘sensitive data’), the processor shall apply specific restrictions and/or additional safeguards.
(a) The Parties shall be able to demonstrate compliance with these Clauses.
(b) The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with these Clauses.
(c) The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in these Clauses and stem directly from Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725. At the controller’s request, the processor shall also permit and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or an audit, the controller may take into account relevant certifications held by the processor.
(d) The controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in this Clause, including the results of any audits, available to the competent supervisory authority/ies on request.
(a) GENERAL WRITTEN AUTHORISATION: The processor has the controller’s general authorisation for the engagement of sub-processors from an agreed list. The processor shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least 15 (fifteen) calendar days in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the concerned sub-processor(s). The processor shall provide the controller with the information necessary to enable the controller to exercise the right to object.
(b) Where the processor engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with these Clauses. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to these Clauses and to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
(c) At the controller’s request, the processor shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secrets or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing a copy.
(d) The processor shall remain fully responsible to the controller for the performance of the sub-processor’s obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfil its contractual obligations.
(e) The processor shall agree a third-party beneficiary clause with the sub-processor whereby — in the event the processor has factually disappeared, ceased to exist in law or has become insolvent — the controller shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
(a) Any transfer of data to a third country or an international organisation by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfil a specific requirement under Union or Member State law to which the processor is subject and shall take place in compliance with Chapter V of Regulation (EU) 2016/679 or Regulation (EU) 2018/1725.
(b) The controller agrees that where the processor engages a sub-processor in accordance with Clause 7.7 for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of Regulation (EU) 2016/679, the processor and the sub-processor can ensure compliance with Chapter V of Regulation (EU) 2016/679 by using standard contractual clauses adopted by the Commission in accordance with Article 46(2) of Regulation (EU) 2016/679, provided the conditions for the use of those standard contractual clauses are met.
(a) The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself, unless authorised to do so by the controller.
(b) The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller’s instructions.
(c) In addition to the processor’s obligation to assist the controller pursuant to Clause 8(b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:
(1) the obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a ‘data protection impact assessment’) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons;
(2) the obligation to consult the competent supervisory authority/ies prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk;
(3) the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated;
(4) the obligations in Article 32 of Regulation (EU) 2016/679.
(d) The Parties shall set out in Annex III the appropriate technical and organisational measures by which the processor is required to assist the controller in the application of this Clause as well as the scope and the extent of the assistance required.
In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 of Regulation (EU) 2016/679 or under Articles 34 and 35 of Regulation (EU) 2018/1725, where applicable, taking into account the nature of processing and the information available to the processor.
In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller:
(a) in notifying the personal data breach to the competent supervisory authority/ies, without undue delay after the controller has become aware of it, where relevant (unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons);
(b) in obtaining the following information which, pursuant to Article 33(3) of Regulation (EU) 2016/679, shall be stated in the controller’s notification, and must at least include:
(1) the nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
(2) the likely consequences of the personal data breach;
(3) the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.
Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay;
(c) in complying, pursuant to Article 34 of Regulation (EU) 2016/679, with the obligation to communicate without undue delay the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons.
In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least:
(a) a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);
(b) the details of a contact point where more information concerning the personal data breach can be obtained;
(c) its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects.
Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
The Parties shall set out in Annex III all other elements to be provided by the processor when assisting the controller in the compliance with the controller’s obligations under Articles 33 and 34 of Regulation (EU) 2016/679.
(a) Without prejudice to any provisions of Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725, in the event that the processor is in breach of its obligations under these Clauses, the controller may instruct the processor to suspend the processing of personal data until the latter complies with these Clauses or the contract is terminated. The processor shall promptly inform the controller in case it is unable to comply with these Clauses, for whatever reason.
(b) The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with these Clauses if:
(1) the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with these Clauses is not restored within a reasonable time and in any event within one month following suspension;
(2) the processor is in substantial or persistent breach of these Clauses or its obligations under Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725;
(3) the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to these Clauses or to Regulation (EU) 2016/679 and/or Regulation (EU) 2018/1725.
(c) The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under these Clauses where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 7.1(b), the controller insists on compliance with the instructions.
(d) Following termination of the contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or return all the personal data to the controller and delete existing copies unless Union or Member State law requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with these Clauses.
Controller(s): the Client
Processor(s):
Name: LEASUP (RCS Paris 891 183 931)
Address: 11 Bis rue de Milan 75009 Paris
Contact person’s name, position and contact details: Mr David COHEN, President
The Processor is authorised to process, on behalf of the Controller, the personal data necessary to provide the services covered by the General Terms and Conditions, namely:
(i) the hosting, analysis and processing of all legal and financial data arising from or resulting from the performance of a lease, an invoice or, more generally, any document, and of all information specific to the shop to which it relates,
(ii) the calculation of performance indicators,
(iii) access to and updating of the contacts of landlords, property managers and shop operators.
All services are provided via a SaaS platform (hereinafter the ‘Platform’)
Categories of data subjects whose personal data are processed
The categories of data subjects are:
More generally, any user of the Platform
Categories of personal data processed: The categories of personal data processed are identification data (title, surname, first name, office telephone number, mobile telephone number), data relating to professional life (job title, business email address) and login data (login email and password).
Nature of the processing: The operations performed on the data include the collection, recording, hosting, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, erasure or destruction of personal data relating to the contacts of shop landlords, property managers and tenants, and to the leases and information specific to the shop to which they relate.
Purpose(s) for which the personal data are processed on behalf of the controller
The purpose(s) of the processing are:
Duration of the processing: In accordance with the provisions of Article 5(1)(e) of the GDPR, personal data are kept in a form which permits identification of data subjects for no longer than is necessary for the purposes for which they are processed.
This Agreement enters into force upon signature of the General Terms and Conditions and remains in force for the entire term of those General Terms and Conditions.
The Processor undertakes to implement appropriate technical and organisational measures, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing, as well as the risks to the rights and freedoms of natural persons, in order to preserve the confidentiality and security of personal data and, in particular, to prevent them from being distorted, damaged or disclosed to unauthorised third parties, and more generally to implement all measures to protect personal data against accidental or unlawful destruction, accidental loss, alteration, unauthorised disclosure or access.
The Processor undertakes to take all measures to (i) ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services, (ii) restore the availability of and access to personal data in a timely manner in the event of a physical or technical incident, and (iii) regularly test, assess and evaluate the effectiveness of these measures.
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