Updated 12/20/2024
1. Purpose
GUIDEFLOW offers its clients an interactive demo software.
The services are accessible to its users in a « Software as a Service » (SaaS) mode through the GUIDEFLOW platform available at http://app.guideflow.com (the “Platform“).
The services offered by GUIDEFLOW on the Platform (the "Services") are accessible via:
Guideflow can be contacted at the following e-mail address: contact@guideflow.com
2. Information about the terms and conditions
The purpose of these general terms and conditions and, where applicable, the quotation(s) attached thereto (the "Quotation") is to define the terms and conditions for the provision of the Services to the client, as identified in said Quotation (the "Client") where applicable, and to define the rights and obligations of the parties in this context.
These general terms and conditions (the “Terms and Conditions”), and, where applicable, the Quotation, constitute an indivisible contractual whole (the "Contract"), to the exclusion of any other special terms and conditions or general terms and conditions of the Client that have not been expressly approved by GUIDEFLOW. In the event of contradiction, the provisions of the Quotation shall prevail over those of the Terms and Conditions.
The Terms and Conditions are accessible via a direct link at the bottom of the Platform.
3. Relationship with the payment service provider's terms and conditions
All payments made through the Platform are managed by the payment service provider indicated on the Platform. If the Payment Service Provider refuses or terminates the Client’s subscription, the Client may not use the Services.
Conversely, termination of the contractual relationship between the Client and GUIDEFLOW will result in termination of the Client’s contract with the Payment Service Provider.
In the event of any contradiction between the Payment Service Provider's general terms and conditions and these Terms and Conditions, the latter shall prevail.
The Client expressly authorizes the GUIDEFLOW to transmit to the Payment Service Provider all instructions relating to payments made on the Platform.
4. Conditions for access to the Services
The Services are provided to Clients who comply with the following cumulative conditions:
(i) The Client is a natural person with full legal capacity, or a legal person acting through a natural person who has the power or authority to enter into a contract in the name and on behalf of the Client;
(ii) The Client is a professional, understood as any individual or legal entity acting for business purposes, including when acting in the name of or on behalf of another professional, and in particular, acting in the retail services.
5. Subscription of the Services
The Services are accessible through the Platform.
The Client subscribes to the Services on a subscription basis (the "Subscription").
5.1. In case of Standard offers’ Subscription via the form on the Platform
To subscribe to the Services, the Client fills in the form available on the Platform. The Client must provide all information marked as mandatory. Any incomplete registration will not be validated.
Acceptance of these Terms and Conditions is materialized by clicking on register on the Standard offer Subscription.
Registration automatically entails the opening of an account in the Client’s name (the "Account") which allows them to access to the Services by using their login and password.
5.2. In case of Customized offers‘ Subscription
To subscribe to the Services, the Client shall contact GUIDEFLOW directly by booking a call via the online calendar application provided by GUIDEFLOW on its Platform, or by using the contact details indicated at the article “Identification of the company “. This is the Client's responsibility to provide GUIDEFLOW with the relevant information and documents to enable it to identify its needs and expectations. GUIDEFLOW will then analyze the Client's needs and will draw up one or more Quotations on this basis. Unless otherwise stated, any Quotation issued by GUIDEFLOW is valid for 7 days from its issuance. If the Client fails to validate it within this period, it shall lapse.
The Client which wishes to order the Services must validate the corresponding Quotation within the above period, by any useful written means and in particular by email.
Acceptance of these Terms and Conditions is evidenced by the validation of the Quotation.
Any validation of a Quotation, whether expressed or implied, implies full acceptance of these Terms and Conditions, in their version in force at the date of the Quotation concerned. Any acceptance subject to a reservation shall be considered null and void.
GUIDEFLOW shall open an account on behalf of the Client (also the "Account").
6. Implementation of the Service
6.1 Parameterization of the Services
GUIDEFLOW shall proceed to the parameterization of the Services, it being understood as its customization and the implementation of the functionalities selected by the Client in accordance with the Subscription.
At the end of this period, the Client shall control its operational access to the Platform and shall validate its access to the Services.
In the absence of notice from the Client, the Client shall be deemed to have validated access to the Platform and the Services.
6.2 Selection of the Users and access to the Platform
After having validated its access to the Platform, as set out in the above terms, the Client opens an account in its name on the Platform, which enables it to manage its use of the Services via the Platform (the "Client Account").
Once the Client Account has been created, it is the Client's responsibility to:
The Client is solely responsible for creating access for Users, for setting their access rights and for their personal use of the Platform.
Users access the Services by opening on the Platform an account linked to the Client Account (the “User Accounts”).
The Client is solely responsible for the maintenance by Users of the confidentiality of their login ID and/or passwords.
The Client undertakes to ensure that the Users do not allow any third party to use them in their place or on their behalf, unless accepting full responsibility for the consequences. It expressly acknowledges that any use of the Services with these login ID will be deemed to have been made by the corresponding Users.
The Client undertakes to contact GUIDEFLOW without delay, by any written means including email, if it appears that a User Account has been used without the knowledge of its User.
When User Accounts have been opened, Users have access to a personal space which enables them to manage their use of the Platform and the Services. A technical documentation dedicated to the use of the Services is accessible on the Platform.
7. Description of the Services
7.1. Services
Before subscribing, the Client acknowledges having read the characteristics of the Services on the Platform. The Client recognizes:
The Services to which the Client has subscribed are described on the Platform, or in the Quotation if applicable.
Any request to modify the subscribed Services must be the subject of an additional Subscription, or additional Quotation if applicable.
7.2. Additional Services
(i) Maintenance
The Client benefits from maintenance, in particular corrective and evolutive maintenance, for the term of use of the Platform. In this context, access to the Platform may be limited or suspended.
Concerning corrective maintenance, GUIDEFLOW shall make its best efforts to provide the Client with corrective maintenance to correct any malfunction or bug found on the Platform.
Concerning the evolutive maintenance, the Client benefits during the term of use of Platform from an evolutive maintenance, which GUIDEFLOW may carry out automatically and without prior notice, and which includes improvements of the functionalities of the Platform and/or technical facilities used within the framework of the Platform (aiming at introducing minor or major extensions).
Access to the Platform may also be limited or suspended for planned maintenance purposes, which may include the above-mentioned corrective and evolutionary maintenance operations.
(ii) Hosting
GUIDEFLOW provides, under the terms of an obligation of means, the hosting of the Platform, as well as the data produced and/or entered by/on the Platform, in compliance with trade practices and industry standards, on its servers or through a professional hosting provider.
(iii) Technical support
GUIDEFLOW also provides technical support, consisting in assistance and advice to the Client in the use of the Services. GUIDEFLOW technical support can be reached at the following address: contact@guideflow.com or can be reached directly via the chatbot provided for this purpose and accessible on the Platfor
The Client shall attempt to provide as much information as possible, including regarding the difficulties encountered and the circumstances in which they occurred, such as to enable GUIDEFLOW to characterize the incident.
8. Duration and termination of the Services
8.1 Concerning the Standard offers
The Subscription to a Standard offer is taken out for the period indicated on the Platform (monthly or yearly depending on the Subscription), or indicated in the Quotation if applicable.
The Subscription is then automatically renewed for successive periods of the same duration as the initial Subscription period mentioned above (together with the initial period the "Subscription Periods"), from date to date, unless terminated by GUIDEFLOW or by the Client until the last day of the current Subscription Period, under the conditions described below.
Termination of the Subscription may be made by each party directly from the Platform.
Termination of the Subscription shall be effective at the end of the last Subscription Period in progress. Any Subscription Period started shall be due in full.
The Client has no longer access to its Client Account once the Services have ended.
8.2 Concerning the Customized offer
The Subscription of a Customized offer is taken out for an initial period specified in the Quotation, which starts from the date of the beginning of the subscription indicated in the Quotation.
Unless otherwise provided in the Quotation, the Subscription is then tacitly renewed for successive periods of the same duration as the initial Subscription period mentioned above (together with the initial period the "Subscription Periods"), from date to date, unless terminated by GUIDEFLOW or by the Client until 30 days before the end of the current Subscription Periods, under the conditions described below.
Termination of the Subscription by either party shall be effected by sending a request to that effect to the other party by e-mail to the information mentioned at the article “Identification of the company”, mentioning the will to terminate the Subscription.
Termination of the Subscription shall be effective at the end of the last Subscription Period in progress. Any Subscription Period started shall be due in full.
The Client has no longer access to its Client Account once the Services have ended.
9. Financial conditions
The price is indicated on the Platform and is expressed in dollars and tax excluded.
Invoicing and payment are implemented via the Payment Service Provider following the Subscription.
The Client warrants to GUIDEFLOW that it has the necessary authorizations to use this method of payment.
The price of the Subscription is indicated on the Quotation.
The invoicing terms are specified in the Quotation. Unless otherwise agreed by the parties, invoices shall be sent to the Client on a monthly basis by any means and shall be paid by bank transfer within 30 days from their issuance.
In the event of default or delay in payment, GUIDEFLOW reserves the right, from the day after the due date specified on the invoice to :
The Client expressly acknowledges and accepts that the data and information collected on the Platform and GUIDEFLOW’s computer equipment:
(i) are proof of the reality of the operations carried out in the context of the Terms and Conditions,
(ii) constitute the principal means of proof accepted between the parties.
Without prejudice to other obligations set out herein, the Client undertakes to comply with the following obligations:
The Client undertakes to provide GUIDEFLOW with all documents, elements, data and information necessary for the performance of the Services. More generally, the Client undertakes to cooperate actively with GUIDEFLOW and in particular with its dedicated staff for the proper execution of the present Terms and Conditions.
The Client acknowledges that it has received from GUIDEFLOW, prior to its Subscription, all necessary guidance, instructions and details to subscribe with full knowledge to the Subscription, or to the Quotation if applicable, that it is therefore fully acquainted with the features and functionalities of the Platform and the Services, and that it has, prior to its Subscription, sufficiently discussed with GUIDEFLOW to ensure that the provision of the Platform in a SaaS mode fulfills its expectations, needs and constraints.
The Client undertakes to inform the Users of the existence of the Services, as well as to provide them with any information they need for enabling them to access and use the Services properly.
The Client :
The Client must contact GUIDEFLOW immediately using the contact details set out in the "Identification of the company” article if the Client becomes aware that its Account has been used without its knowledge. The Client acknowledges that GUIDEFLOW shall have the right to take any appropriate action in such a case.
The Client is solely responsible for creating access for Users and for setting their access rights. In the event of a breach by one of the Users of the obligations set out herein, GUIDEFLOW reserves the right to cut off the User's access to its (or their) Account(s) without delay from the time the said breach is established.
The Client undertakes, in its use of the Platform and the Services, to comply with laws and regulations in force and not to violate public order or infringe the rights of any third party. It undertakes to ensure the Users comply with the obligations set out in these Terms and Conditions.
The Client is responsible for its use of the Services and any information it shares in connection therewith. The Client is also responsible for the use of the Services and any information shared by Users. The Client agrees that the Services will be used exclusively by itself and/or Users, which are subject to the same obligations as the Client in its use of the Services.
The Client warrants GUIDEFLOW against any misuse, non-compliant or illicit use of the Platform and the Services by the Users, including against any breach of the laws and regulations in force. The Client is thus solely responsible for the implementation of any process intended to prevent or repair such acts.
The Client is solely responsible for successfully completing all necessary administrative, tax and/or social formalities, as well as for the payment of contributions and taxes of all types concerning them that could result from the use of the Platform and the Services. Consequently, the Client may not under any circumstances seek the liability or guarantee of GUIDEFLOW in this respect.
The Client is solely responsible for its use of the Platform and the Services, including: (i) the use of the Platform and the Services by the Users themselves, for whom it acts as guarantor, as well as (ii) the relations that may rise between the Client, the Users and any third-parties, including any disputes or litigations in the context of the use of the Platform and the Services. GUIDEFLOW shall in no case be held liable in this respect.
Besides, it is the Client’s responsibility to alert GUIDEFLOW of any attack, potential threat or attempted intrusion by third parties into the User Accounts.
The Client undertakes to comply with the applicable laws when using the Services. The Client shall not misuse the Services for purposes other than those for which they were designed, and in particular for:
The Client shall use the Services in accordance with its intended purpose and shall not:
The Client is solely responsible for the contents of whatever nature (interactive demo or guide, editorial, graphic, audio, audiovisual or otherwise) that are published by and/or exchanges between the Users, in the context of their use of the Platform and the Services (the "Contents").
The Client warrants GUIDEFLOW that it has all the necessary rights and authorizations for the publication of these Contents.
The Client undertakes to ensure that said Contents are legal, do not disrupt public order, are not contrary to accepted standards of public decency, do not infringe any third-party’s rights or any legal provision and/or regulation and more generally, are in no way likely to bring the civil or criminal liability of GUIDEFLOW into play.
The Client undertakes to refrain from disclosing, including but not limited to:
The Client undertakes not to make money from, assign, grant or transfer all or part of its access to the Platform and the Services or to the information that is hosted and/or shared on the Platform.
The Client indemnifies GUIDEFLOW against any claim and/or action that may be brought against it as a result of the breach of any of the Client's or Users’ obligations. The Client shall indemnify GUIDEFLOW for any loss suffered and reimburse GUIDEFLOW for any sums it may have to bear as a result.
GUIDEFLOW undertakes to provide the Services with diligence and in compliance with trade practice, specifying that it has an obligation of means, but without any obligation of result, this being expressly acknowledged and agreed by the Client.
GUIDEFLOW undertakes to use the documents, elements, data, information and Content provided to it by the Client only for the purposes set out herein.
GUIDEFLOW guarantees to the Client the full and quiet possession of the rights granted on all content on which GUIDEFLOW holds rights against all disorders, actions, claims or evictions of any kind.
GUIDEFLOW shall not be held responsible for decisions taken by the Client or by any third party appointed by the Client, including Users and/or Administrators, which contravene these Terms and Conditions.
GUIDEFLOW undertakes to carry out regular checks to verify the operation and accessibility of its Platform. In this respect, GUIDEFLOW reserves the right to temporarily interrupt access to its Platform for maintenance purposes.
However, GUIDEFLOW shall not be liable for any temporary difficulties or impossibility of access to the Services due to:
GUIDEFLOW is responsible for the operation of its servers, the external limits of which are constituted by the connection points.
GUIDEFLOW does not offer any service level guarantees for the Platform.
However, GUIDEFLOW makes its best efforts to maintain access to the Platform 24 hours a day, 7 days a week, except in the event of scheduled maintenance under the conditions defined in the "Maintenance" article or in the event of force majeure.
The Client accepts that the Services are provided by GUIDEFLOW on an "as is" basis and without warranty of any kind, express or implied. GUIDEFLOW does not warrant to the Client (i) that the Services, which are subject to constant research to improve performance and progress, will be completely free from errors, defects or deficiencies, (ii) that the Services, being standard and not offered solely for the Client's own personal requirements, will specifically meet the Client's needs and expectations.
GUIDEFLOW acts as a hosting provider for the Content that the Client puts online. Consequently, it is not responsible for this Content.
If GUIDEFLOW receives a notification concerning an illicit Content, it will act promptly to remove it or make it impossible to access, and it may take the measures described in the article "Sanctions in case of breach".
GUIDEFLOW shall use its best efforts to ensure the security of the Platform and to maintain the confidentiality of the data collected, produced and exchanged by the Users, the Client Account and the User Accounts. GUIDEFLOW shall ensure the exclusivity of the Users’ access to their User Accounts and shall refrain from communicating their content to any third-party. However, GUIDEFLOW cannot be held responsible for any lack of vigilance or security by the Users in the preservation of their login ID and password.
In any event, the liability that GUIDEFLOW may incur hereunder is expressly limited to the direct damage suffered by the Client and shall not exceed amounts received during the 12 months preceding the event giving rise to liability or the duration of the provision of its Services if this duration is shorter.
The payment of the price of the Services as well as the obligations set out in the article "Obligations and liability of the Client" are essential obligations towards GUIDEFLOW (the “Essential Obligations”).
In the event of a breach of these Essential Obligations, GUIDEFLOW may:
- suspend or remove the Client and/or User’s access to the Services,
- notify and cooperate with any competent authority and provide it with any information relevant to the investigation and prosecution of illegal or unlawful activities,
- initiate any legal action.
These sanctions are without prejudice to any damages that GUIDEFLOW may claim from the Client.
In the event of a breach of any obligation other than an Essential Obligation, GUIDEFLOW will send a registered letter with acknowledgement of receipt to the Client requesting that the breach be remedied within a maximum of 15 calendar days. The Services will be terminated at the end of this period if the breach is not remedied.
14.1 GUIDEFLOW’s intellectual property
The systems, software, structures, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, databases, etc.) used by GUIDEFLOW within its Platform and Services are protected by all intellectual property rights or database producers' rights in force. Any disassembly, decompilation, decryption, extraction, reuse, copying and, more generally, any act of reproduction, representation, dissemination and use of any of these elements, in whole or in part, without the authorization of GUIDEFLOW is strictly prohibited and may be subject to legal proceedings. The license that GUIDEFLOW grants to the Client does not entail any transfer of ownership.
The Client, and the Users, benefit from a non-exclusive and non-transferable license in SaaS mode to use the Platform and the Services for the duration set out in the article "Duration and termination of the Services”.
The Client shall refrain from and ensure that Users, as defined in these Terms and Conditions, shall refrain from:
14.2 Intellectual property of the interactive demo or guide
GUIDEFLOW owns the interactive demo or guide created on the Platform. The Client is therefore free to use them, in particular for commercial purposes.
The Client, and the Users, are granted a non-exclusive, non-transferable SaaS license to use the Platform and the Services for the duration specified in the article "Duration and termination of the Services".
The Client agrees that their interactive demo or guide may be broadcast free of charge by GUIDEFLOW on the Platform, on its own website and social media accounts, as well as in the context of presentations of its activity, by any means and on any media, worldwide, or the purposes of internal and/or external promotion and communication. Furthermore, the Client acknowledges that it may be difficult to remove interactive demo or guide from social media channels and sharing websites (such as Facebook, Instagram, YouTube, etc.) and agrees that such interactive demo or guide may remain on social media channels and sharing websites as originally published, provided that once these Terms and Conditions has come to an end, GUIDEFLOW does not republish or authorize others to republish such interactive demo or guide. The Client guarantees GUIDEFLOW in this respect.
The Client may also make testimonials regarding the Platform.
Therefore, the Client agrees that GUIDEFLOW may:
Each party undertakes to keep strictly confidential all documents and information of a legal, commercial, industrial, strategic, technical or financial nature relating to the other party or held by it which comes to its knowledge in connection with the conclusion and performance of these Terms and Conditions and not to disclose them without the prior written consent of the other party.
This obligation does not extend to documents and information:
(i) of which the party receiving them was already aware.
(ii) which were already public at the time of their communication, or which would become public without breach of these Terms and Conditions
(iii) which would have been lawfully received from a third party.
(iv) the communication of which is required by the judicial authorities, according to laws and regulations, or in order to establish the rights of a party under these Terms and Conditions.
This obligation of confidentiality extends to all employees, collaborators, trainees, managers, and agents of each party as well as their affiliated counsel and co-contractors, to whom confidential documents or information may be transmitted only if they are bound by the same obligation of confidentiality as provided herein.
This obligation of confidentiality shall continue to apply for a period of 3 years from the expiration or termination of the Subscription, whatever the reason for the termination.
17.1 General dispositions
As part of their contractual relations, each party shall undertake to comply with the applicable regulations on personal data processing and, in particular, the General Data Protection Regulation (regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016) and to the French Data Protection Act of 6 January 1978 (hereinafter referred together as the “Applicable Regulation”).
Each party processes personal data of the contact person(s) of the other Party involved in the performance of these Terms and Conditions, as controller within the meaning of the Applicable Regulation for the purpose of managing the contractual relations between the parties and for the duration of the Subscription. These processes are carried out for the execution of these Terms and Conditions and only identification data (in particular surname, first name, email address, telephone number) are processed by the parties.
Personal data are retained during the duration strictly necessary for the purposes of managing the business relationship between the parties. The staff of the party controller of the processing, its control services (notably auditor) and its processors could have access to personal data.
The processing may result in the exercise by each party’s contact person(s) of their rights under the Applicable Regulation.
17.2 Processing of personal data by GUIDEFLOW as a data processor
The provisions relating to personal data processing carried out by GUIDEFLOW on behalf of the Client as part of the performance of these Terms and Conditions are set out in the Data Processing Agreement.
During the term of these Terms and Conditions, GUIDEFLOW may, at its own expense and subject to giving the Client at least 30 days' notice by registered letter with acknowledgement of receipt, request an inspection at the Client's premises or at any other place that enables it to check the conditions under which the Platform is used, in particular the compliance of its use with the purpose of this license and, where applicable, compliance with the number of authorized Users.
It is expressly agreed between the parties that this audit may be carried out by GUIDEFLOW’s internal auditors or by an external service provider of its choice, without the Client being able to object to this. The Client may, however, inform GUIDEFLOW of any reservations regarding the choice of auditor, GUIDEFLOW retaining the decision whether or not to retain the auditor selected.
The Client shall provide the auditor with access to its premises and any relevant documents for the purposes of the audit, during normal working hours. GUIDEFLOW undertakes to comply with and to ensure that the selected auditor complies with the Client's requirements regarding access to its premises and confidentiality.
GUIDEFLOW shall send the Client a copy of the conclusions of its audit by any useful written means. The Client shall then have a period of 30 calendar days, upon receipt of this report, to send GUIDEFLOW any observations it may have.
If an audit report reveals non-compliant use of the Platform by the Client, the latter undertakes to remedy this, at its own expense and as soon as possible, as well as to pay GUIDEFLOW all costs and fees incurred by the latter within the framework of the said audit, without prejudice to any damages and interest.
Unless otherwise expressly stated in the Quotation or instructed to GUIDEFLOW by any useful written means, the Client allows GUIDEFLOW to use their name, brand and logo as commercial references, on any media and in any form whatsoever, for the duration of the present Terms and Conditions and one year thereafter.
In accordance with the provisions of Article 1218 of the French Civil Code, no party may be held liable for a failure to perform its contractual obligations if such failure is due to an event beyond the control of the parties and constituting force majeure.
By force majeure, it is meant the occurrence of an event presenting the characteristics of unpredictability, irresistibility and exteriority to the parties usually recognized by the law and the French courts. This includes strikes, terrorist activities, riots, insurrections, wars, governmental actions, natural disasters or failure attributable to a third party telecommunication provider.
The prevented party shall inform the other party as soon as possible, indicating the nature of the case of force majeure. The parties shall meet in order to determine together the most appropriate means to mitigate, if possible, the consequences of the event(s) constituting force majeure.
If the case of force majeure lasts for more than one month, each party may terminate the Services, as of right, without judicial formality, without notice and without right to compensation of any kind, by any written means with immediate effect.
If, as a result of an event of force majeure, the affected party is prevented from fulfilling only part of its contractual obligations, it shall remain responsible for the performance of those obligations that are not affected by the event of force majeure as well as for its payment obligations.
Upon cessation of the force majeure, the affected party shall immediately inform the other party and resume performance of the affected obligations within a reasonable time.
GUIDEFLOW may use subcontractors to carry out the Services. In this case GUIDEFLOW undertakes to ensure that its subcontractors comply with the same contractual obligations as those to which it is subject under the present contract. GUIDEFLOW remains solely responsible for the proper execution of the Services with respect to the Client.
GUIDEFLOW may substitute any person who will be subrogated in all its rights and obligations under its contractual relationship with the Client. Where applicable, it will inform the Client of this substitution by any written means.
GUIDEFLOW may change its Terms and Conditions at any time and will notify the Client in writing (including by email) at least 30 calendar days before they come into effect.
The modified Terms and Conditions are applicable when the Client renews its Subscription.
If the Client does not accept these modifications, it must terminate its Subscription in accordance with the terms and conditions set out in the article "Termination of the Services".
If the Client uses the Services after the amendment of the Terms and Conditions comes into effect, GUIDEFLOW will assume that the Client has accepted them.
The English language shall prevail in case of contradiction or dispute as to the meaning of a term or provision.
The Contract is subject to French law and shall be governed and interpreted in accordance with that law.
In the event of a dispute between the Client and GUIDEFLOW, and in the absence of an amicable settlement within 1 month of the first notification, the dispute shall be submitted by the most diligent party to the exclusive jurisdiction of the courts of Paris (France), unless otherwise provided for by mandatory procedural rules.
