General Terms and Conditions of Use and Sale
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Zelin is a digital platform that is specialized in Digital Simulation, and is accessible via the address https://en.zelin.io, which offers to link up clients, occasional Business providers, and Experts in Digital Simulation (design offices, ESN, freelancers, researchers, etc.). This connection is facilitated by the platform and its specific products.
These General Terms and Conditions of Use and Sale (CGUV) are convened between the Company Zelin, Simplified Joint Stock Company, registered with the Toulouse Trade and Companies Register (RCS), under the registration number 842 867 020, having its registered office at 42 avenue du Général de Croutte, 31100 Toulouse, and being the owner of the website en.zelin.io. These general terms and conditions define the obligations and rights of both Zelin and the Users. They apply to Users of the Platform who would have to fully and unreservedly accept them. It is therefore recommended that Users completely read through them.
The use of the platform implies acceptance of these GTCUS, as well as its updates. Any User who refuses to concur with all or part of these conditions may deactivate his/her account. The services are reserved for natural or legal persons with the legal capacity to accept the GTCUS or their legal representative authorized on behalf of the said natural or legal person.
The terms of the GTCUS beginning with a capital letter have the following meaning:
Subscription: refers to a subscription convened between the User and Zelin over a given period
Deal(s): refers to any simulation project, mission or study
View: Clients’ evaluation
Acceptance Voucher: refers to the Client’s official acceptance of a Deliverable. He/she then authorizes the invoicing of this deliverable. If the customer fails to return the validated Acceptance Voucher within fifteen (15) days from the validation, the Deliverable will then be deemed to have been accepted by the latter.
Client(s): refers to any natural or legal person wishing to carry out a deal, which can be entrusted to one or more Expert(s), using the Platform for this purpose
Expert(s): refers to any natural or legal person (consultancy firms, ESN, freelancers, researchers, etc.) likely to carry out a Deal
Deliverable(s): refers to the total or partial result of a Deal for the Client carried that’s been carried out by the Expert(s)
Platform: refers to the technical infrastructure accessible from the internet, via the website, https://en.zelin.io
Ranking: Expert evaluation
Service(s): refers to all the services offered by Zelin on the platform, especially the creation of a connection between the Client and the Expert
Digital Simulation: Digital Simulation is a series of calculations performed on a computer to reproduce a physical phenomenon. It leads to a representation of this phenomenon as if it had really taken place. Digital Simulation is used for dimensioning industrial products and provides information that is difficult to obtain through measurements. Finally, it enables one to significantly reduce costs and delays due to the experimental processes.
User(s): refers to the Client, the Expert or the both the Client and the Expert, as the case may be.
4. Description of the Platform
The Zelin platform’s primary objective is to respond in the best possible way to the needs of companies, regarding their Deal(s) package(s) via Digital Simulation. To achieve this, it offers solutions that must meet most of their needs in this area. This particularly includes the proposal and contractualization of resources associated with the deal: an expert, HPC means (machine and calculation software) and online management tools.
As a second objective, for Experts, the platform aims to facilitate networking (connection) and contractualization with Customers.
Finally, these services or products and more broadly, all the offers are further described detailly on the website.
To access the Platform, the User must create a personal account. This registration process is free of charge. He/she will have to choose a username and password. The User is the sole guarantor of their confidentiality. He/she will therefore be solely responsible for any action emanating from his/her account. The User must provide accurate information and keep it regularly updated. Zelin may, at any time, suspend or deactivate the User’s account if the User fails to comply with the GTCUS.
4.3 Prices and payment:
Price: Access to the Platform, as well as to the Z-Vision module (Dynamic 3D Visualization and Piloting) are free of charge for Experts. Other subscriptions or functionalities are available on an as-quoted basis.
For Clients, the Z-Vision subscription is set at € 50 excl. VAT/ month with an annual subscription for 1 user and € 100 excl. VAT/ month with an annual subscription for up to 5 users. Other subscriptions or functionalities are available on an as-quoted basis.
In addition, Zelin charges a commission on Deals between Experts and Clients. It represents 10 to 20% of the Deal’s amount (10% when the deal is beyond €100k). Zelin will invoice the Client for valid Deliverables carried out by the Expert, in addition to its commission. The Expert’s service will then be invoiced to Zelin.
Payment: Payments are made by wire transfer or SEPA direct debit. In the latter case, a direct debit authorization is filled in by the company and returned to the customer service. The bank account detail (RIB) is then included in this mailing.
Clients and Experts are invited to assess each other on the Deal being carried out. Indeed, due to the positioning of high-end Expertise, these assessments are essential to guarantee the expected quality levels.
For Experts, the Ranking is assessed based on, academic experience, professional experience, customer satisfaction, as well as their frequency of use of the platform through Deals.
For Clients, this concerns an opinion based on their responsiveness regarding the exchange of technical or administrative data (Order, Input data, Acceptance Voucher, Payment, etc.), on the quality of this data, as well as on the Expert’s feedback.
Zelin reserves the right to moderate the assessment of Clients and Experts, especially if the assessment is detrimental to a User’s reputation.
The Platform is accessible from a computer with an up-to-date browser that is connected to the Internet. Internet telecommunications costs when using the Platform is entirely borne by the Users. It is also the User’s responsibility to configure their firewall or any other computer blocking device, in order to allow nominal access to the Zelin Platform.
The site is normally accessible 24 hours a day, 7 days a week, on Sundays and even on public holidays. The only exception being during maintenance periods or in an event of force majeure. The Company reserves the right, without notice or compensation, to temporarily or permanently close the Site or access to one or more services. Zelin will update the Platform regularly to improve its operation and its User experience.
5. User’s Commitments and Responsibilities
Only registered Users have a right to access the platform and its products and services. The use of their account is therefore carried out solely and entirely under their responsibility. Users must comply with the legislation in force in their country of residence and with these GTCUS. For the exclusive purpose of verifying compliance with the laws and these GTCUS, Zelin may consult the content or exchanges on the Platform. Any (partial or total) extraction or reproduction of the Platform for operational purposes, other than those contracted with Zelin, is strictly prohibited. In general, Users undertake to use of the Platform in a fair manner.
Experts undertake to:
– Complete their profile on the site with real information that is as up to date as possible
– Be a graduate of an engineering school or to be a master’s degree or Doctorate degree holder, specializing in Digital Simulation, Mathematics or Artificial Intelligence
– Accept being solicited by potential clients and make their best efforts to try responding to their requests
– Demonstrate professionalism in all circumstances (quality of written and verbal exchanges, interpersonal skills, punctuality, etc.)
– Upload the documents required in order to comply with the labor statutory provisions governed by French law or by their country of residence
– Carry out all the social, administrative and fiscal declarations and formalities necessary for their activity
– Not to work in a detrimental manner nor to attempt to degrade the Platform in any way whatsoever.
– Alert Zelin if they recover from Zelin’s services a benefit which would become essential for the proper conduct of their business and which would lead to a situation of economic dependence, pursuant to articles L420-1 and L420-2 of the Commercial Code. Otherwise, they waive zelin’s liability in the event of suspension of collaboration initiated by Zelin and this for whatever reason. Each party retains full responsibility for its activity by remaining in control of its organization and the resources allocated to the successful completion of the contracts.
The Clients undertake to:
– Ensuring that their situation complies with the legal, administrative, social and fiscal obligations to which they are bound. They must guarantee that all the related procedures are effective (regardless of the legislation on which they depend).
– Communicate a serious and sufficiently detailed Specifications so that the Experts can establish a relevant estimate.
– See through the Deal, once the Technical and Commercial Proposal has been validated, without the possibility of it being cancelled
– Collaborate in an active and constructive way (availability for exchange, response to emails, etc.)
– Pay the amount invoiced by Zelin corresponding to the services provided and the associated commission.
– Contract with the Experts identified on the Platform exclusively through Zelin and refrain from soliciting them outside the Platform for the initially proposed Deal or for any Subsequent Business of the same nature, under any status whatsoever, even if the solicitation came from the Expert. This waiver remains applicable for 36 months following the first contact between the Client and the Expert. Failure to comply with this commitment/undertaking will give rise to compensation to Zelin of an indemnity that’s at least equal to 30% of the Deal’s amount excluding tax, without this compensation being less than €15,000.
– Abstain from diverting the normal use of the Platform by using it for example for advertising or recruitment purposes. Zelin may thus, suspend access to the Platform for any User who finds himself in this situation, without any compensation being payable to the perpetrator.
In the event of disagreement between Users, they undertake to inform the Company thereof through the customer service and to make their best efforts to find an amicable solution within 30 days. Beyond this period, the dispute will be brought to the exclusive jurisdiction of the Commercial Court of Toulouse.
Liability of the Users (Expert(s) and Client(s))
Direct or indirect damage that may be suffered due to inaccurate, incomplete and/or misleading information provided by the User at the time of registration or in the absence of an update of this information, will be the full and entire responsibility of the said User.
The User is solely responsible for all the content that he/she chooses to put online on the Site. Zelin does not check the content before it goes online. However, the User is prohibited from publishing any content that is offensive, defamatory, disparaging, slanderous, racist, xenophobic, contrary to morality and good morals, undermining public order or the rights of third parties, and/or susceptible to infringe upon Zelin’s rights, reputation and image. In general, the User will refrain from any publication whose content would violate the law and/or regulations, particularly those of a penal nature.
The description of the Business offered by the Client is the sole responsibility of the Client. If he has made an error in the description of the Deal which he has submitted to the Expert, the Client is solely liable for the resulting consequences, especially regarding the payment of any additional costs.
Zelin assists Experts in their activity and in the contractualization thereof. However, the Expert remains fully responsible for the legal and tax obligations relating to invoicing and, among other things, the payment of VAT.
Finally, any Expert who violates these GTCUS by attempting to contract with a Customer outside the Platform may be suspended temporarily or permanently from the Platform by Zelin, without the said Expert being able to claim any right to compensation for damage(s).
Zelin puts in its best efforts to ensure that the Platform is available 24 hours a day and 7 days a week. However, for maintenance purposes, or in the event of force majeure or due to poor material and/or User’s network conditions, Zelin cannot rule out an interruption of access. As such, Zelin cannot be held liable for any voluntary or unintended interruption of the Platform’s Services. However, Zelin will endeavor to limit the number and duration of interruptions to the best of its ability.
Zelin undertakes to do its best to ensure that the documents and information transmitted by the Users are accurate. However, any resulting breach of legal, social, administrative or other obligations cannot be attributed to Zelin. In the event of any breach or inappropriate content being reported, Zelin undertakes to deal with it as soon as possible.
Zelin has taken out an insurance policy with AXA France IARD referenced n° 10354646904 – Civil liability service provider in order to guarantee its activities vis-à-vis physical injury, material damages or consequential damages that may be caused to third parties due to its said activities.
External Experts (third-party design office, freelance, researcher, junior company, etc.) must take out a “professional civil liability” insurance policy with a clearly solvent company. This must be maintained in force at least for the duration of the completion of the Deal and must be able to justify it to Zelin upon request.
Zelin cannot be held responsible for the refusal of the insurance company of an external expert to guarantee damage, in strict compliance with the application of the conditions and guarantees. In this respect, the External Expert or his/her insurer will not be able to take any recourse against Zelin.
7. Intellectual property
All the elements of the website and the Platform (for example: texts, images, photographs, videos, logos, brands, etc.) are the exclusive intellectual property of Zelin or its Users. Any partial or total reproduction of the Platform or one of its elements is strictly prohibited and punishable by an offense of counterfeiting by the Intellectual Property Code. Zelin does not cede any intellectual property rights to Users on the Platform but allows the Users to use them in accordance with its GTCUS.
The payment of the Deliverables entails the exclusive transfer of the rights relating thereto to the Client. These are reproduction or representation rights (except for the rights of adaptation, translation, modification or creation of derivative works). Special provisions may be established in addition between the parties.
Any content published by the User is associated with their intellectual property rights. He/she guarantees that he owns such contents. Users authorize Zelin to use the published content and in addition, to share, host, reproduce, modify, translate, and to use it for commercial purposes.
8. Personal data
With their consents, Zelin can collect certain information and data from Users (name, surname, email, telephone numbers, business history, possibly CV, LinkedIn link, ResearchGate link, professional references, photography, thesis, HDR, specialties). This data is necessary for the proper execution of the Platform Services, for its marketing, for its management as well as for its improvement by generating internal statistics.
Some of the Experts’ personal data will be accessible to Clients, and vice versa, for the sole purpose of being able to best collaborate with each other and in compliance with any specific confidentiality rules associated with this data.
Personal data will be kept for as long as the User is registered on the Platform or for the number of years necessary to comply with legal obligations.
Users will be able to use their rights of access, modification, rectification, limitation of processing, portability and opposition to the processing of this data with Zelin by writing to [email protected] and indicating their name, surname, email, and the reasons for the message.
You should be reminded that the data/information is notably covered by the general regulations on data protection, which is available on the website of the National Commission for Data Protection (www.cnil.fr). You should equally be reminded that Zelin may be required to communicate this information in order to cooperate with the administrative and judicial authorities.
Zelin undertakes to put in its best efforts to ensure the security of this data, especially regarding the prevention of its deterioration or its being accessed by unauthorized third parties. The data will be stored in the standard way in France. Data storage in another country will be subject to specific conditions.
9. General provisions
Definition: The information deemed confidential (Confidential Information) is: (1) any information, analysis or document in any form whatsoever, concerning the exchange contents between Users, (2) methodologies, IT developments, models , know-how, financial, marketing or commercial data, (3) any other information notified in writing as being confidential by one of the Users. The information that’s not being considered as confidential are information: (1) belonging to the public domain at the time of communication, (2) known to the User prior to the exchanges, (3) communicated by a third party on a non-confidential basis, (4) required by the law.
Users’ Commitment: Each User undertakes to respect with utmost attention the confidentiality of all the “Confidential Information” defined above. We encourage each Client and each Expert to systematically sign a confidentiality agreement with Zelin, e.g., by using the application available for this purpose on the Platform. The authorization to use, reproduce or communicate any Confidential Information to a third party (subcontractor, other than employee etc.) must be requested in writing to the owner of said information.
9.2 Hypertext links:
The User is authorized to set up one or more hypertext link(s) leading to the Platform’s home page. However, Users are prohibited from creating any link to a site that does not comply with current legislation or that is likely to harm Zelin’s image. If Zelin believes that a link to another site is damaging its reputation, then Zelin grants itself the right to terminate the sharing of such link. However, a link pointing to the Zelin Platform from another site does not in any way represent a partnership between Zelin and the owner of the said site. Finally, Zelin cannot be held liable for direct or indirect damage resulting from the accessing or use of one of these links.
No link of subordination should exist (such as, employee/employer or agent) between Zelin and a third-party Expert or between a Client and an Expert. Under no circumstances should the Client act towards an Expert in such a way as to put him/her in a position of subordination, i.e. under his/her (Client’s) authority and control. If necessary, it will be the exclusive responsibility of the Client and the Expert to discuss the possible social consequences of such links.
Zelin reserves the right to modify the GTCUS or the functionality of the Platform at any time. Indeed, improvements or new services may be set up. Users who do not accept the changes are thus requested to immediately cease all use of the Platform. The User can deactivate their account. On the other hand, browsing the Platform after all modifications have been made will be synonymous to the acceptance of these modifications by the User.
Failure to exercise a right by one of the parties in application of these GTCUS does not constitute a waiver to enforce their rights.
Any clause of the GTCUS that is null or void under the legislation in force or a court decision is deemed as unwritten, while the other clauses remain fully applicable.
Failure to comply with the GTCUS will result in Zelin’s right to immediately suspend or terminate the account of the faulty User. Future access to the Platform by this User may be refused for this reason without Zelin incurring any liability.
9.8 Force majeure:
Whether for a User or for Zelin, their liability cannot be invoked if one of their obligations has been hampered by an event of force majeure as specified by case law.
9.9 Assignment of contract:
A User’s account cannot be transferred to a third party or to the same User, like in the event of a change of company, without prior written agreement from Zelin. Any change in the User’s status may require the creation of a new account.
Zelin has formal permission from Users to use their marketing materials (company name, trade name, logo, brands, commercial brochures, website, project reference sheets, etc.) for commercial purposes.
9.11 Applicable law and jurisdiction:
The clauses of these GTCUS are subject to French law. In addition, all disputes that may arise between the parties will be subject to the exclusive jurisdiction of the Commercial Court of Toulouse.
10. Legal notices
The site, en.zelin.io is a site published by the company ZELIN, a simplified joint stock company with a capital of 21,300.00 euros, registered with the Toulouse Trade and Company Register under number 842 867 020, having its registered office at 42 avenue du Général de Croutte 31100 Toulouse.
For any question or information regarding the Platform, the User can contact the Company by chat or through a from put up on the site, or by email at [email protected], or calls on +33 (0) 6 75 27 90 70 or +33 (0) 6 51 07 92 63.
The President of the company, Zelin, is Julien Senter and the Managing Director is Julien Vitet.
The hosting of the Platform’s showcase site is carried out by OVH, 2 rue Kellermann, 59100 Roubaix, France and the hosting of the private section of the Platform is carried out by Zelin.
Intra-community VAT number: FR 28 842867020
These GTCUS may be supplemented by the Zelin T&Cs and specific conditions.