Terms and Conditions

Preamble

LABSQUARE markets an online SaaS (Software as a Service) application designed to connect laboratories (Clients) with Service Providers for the creation of service requests in metrology and equipment maintenance, the monitoring of their completion, and the management of laboratory equipment inventories. The Client acknowledges having received all the prerequisites necessary for the functional and technical installation and use of the Services, having read the documentation, and possessing the required skills to assess the suitability of the service for their needs.

ARTICLE 1: DEFINITIONS

Administrator: LABSQUARE member authorised to view the operation of the Platform and to access the configuration functions of the Application.
Annual subscription: Active subscription requiring an annual payment to access services.
Client: Any legal entity or individual in a commercial relationship with the company.
User Account(s): Account created upon registration on the Platform providing access to services.
Content(s): Any information (texts, images, videos, photos, comments, trademarks, company names) in any format published by a User or Administrator.
Agreement: The contractual package comprising the Subscription Agreement and these general terms and conditions.
Subscription Agreement: The specific conditions of the Agreement specifying the particular terms of the service subscribed to by the Client.
Service Contract(s): Agreement between the Client and the Service Provider for the performance of a mission and the resulting obligations (consent of the parties, capacity to contract, certain object, lawful cause).
Quote: Service proposal drawn up by the Service Provider.
Client (Buyer): Legal entity or individual using the services for strictly professional purposes to contact or connect with one or more Service Provider(s) for the performance of a mission.
Mission(s): Service request from the Client to the Service Provider, from its creation on the Platform to its completion.
Scope of Services: Services subscribed to by the Client in the Subscription Agreement.
Platform: Software application (SaaS) at www.labsquare.eu with its associated features and documents.
Service Provider(s): Natural or legal person registered with the National Business Register (RNE) and the Trade and Companies Register (RCS), or the National Associations Register (RNA), or an independent practitioner legally operating from France or abroad, offering services via the Platform.
Services: All services provided by the Company as defined in Article 3.1.
Customer Service: The Company's support service clarifying service features and use of the Platform.
Company: The company LABSQUARE SASU.
Users: Service Providers and Clients registered on the Platform.
Validation: Process by which the Client declares on the Platform that the Mission performed by the Service Provider is complete and corresponds to the Quote.

ARTICLE 2: APPLICATION OF GENERAL TERMS AND CONDITIONS

2.1 — These General Terms and Conditions apply to all sales and uses of the Services offered by LABSQUARE as described in Article 5. They apply to all professional buyers ("Client") and to all commercial relations between LABSQUARE and the Client, taking precedence over the Client's purchase conditions. Use of LABSQUARE Services constitutes full and unconditional acceptance of these General Terms and Conditions.

2.2 — Unless expressly agreed in writing by LABSQUARE, any modifications made by the Client to these Conditions cannot bind LABSQUARE, whether indicated in purchase orders or other Client documents.

2.3 — Specific provisions in a written agreement between the Client and LABSQUARE concerning specific agreements that conflict with these General Terms and Conditions will prevail over the corresponding provisions of the General Terms and Conditions.

2.4 — To access the Services, the Client must allow LABSQUARE to create, on their behalf and for their account, an electronic wallet ("e-wallet") opened with the payment institution "Mangopay" (the "Mangopay Account"), by accepting the associated general terms and conditions (Mangopay Conditions).

ARTICLE 3: SERVICE SUBSCRIPTION CONDITIONS

Under the conditions of Article 3.1, the Company grants the Client the right to use the online services in accordance with the Scope of Services and the conditions detailed below. The Scope of Services selected by the Client is detailed in the Subscription Agreement. The company ensures hosting, maintenance and security of the Platform. Under the company's services, the client benefits in particular from:

Tender submission service (detailed in Article 4.2)
Equipment management (optional module, Article 4.3)
Document management tool (Article 4.4)
Technical support assistance

3.1 Licence of use — In exchange for payment of the Subscription Fee, the Company grants the Client a personal, non-exclusive, non-assignable, non-transferable right to use the Applications for the entire duration of the Subscription Agreement.

3.2 Entry into force — The Client-LABSQUARE subscription is formed by the Client's acceptance of the GTC and use of the Services.

3.3 First service request free of charge — LABSQUARE offers the first service request to the Client free of charge. Services become chargeable from the second request onwards.

3.4 Suspension of Services by LABSQUARE — LABSQUARE reserves the right to suspend or terminate the Services at any time, after five days' notice for non-payment by the Client, payment delays, or if LABSQUARE considers that the Client's situation presents a risk of debt recovery.

3.5 Documentation relating to Services — Unless otherwise specified in writing, LABSQUARE documentation concerning the Services is provided for information purposes only and is not considered contractual or binding on LABSQUARE.

ARTICLE 4: DESCRIPTION OF SERVICES AND OPERATION

4.1 Description of Services

The Services refer to all services offered by the Company to Users. Several service levels exist. Detailed descriptions are available on the Company's website. The extent of access to the Services depends on the offer chosen by the Client. The Services essentially comprise a service available on the website accessible to registered Users remotely, connecting via identifier (email address) and password.

The Services include in particular:

Ability to create a User Account on the Platform
Creation of service requests ("tenders") for the performance of services
Connection of Client and Service Provider via the Platform
Publication of service requests
Communication tools via internal messaging and videoconferencing
Comparison of service offers (Quotes)
Provision of payment methods securing the performance of Services
Collection of required documents from the Service Provider and availability on the Platform in accordance with due diligence obligations (the Client remains solely responsible for verifying documents)
Collection of other documents justifying the regularity of the Service Provider's legal status and making them available to the Client
Equipment management
Document management tool

4.2 Service request submission (Tender)

4.2.1 Operation

4.2.1.1 Connecting Platform Users

The Client contacts the Service Provider directly via the Platform or through the Company. Service providers are pre-qualified by the Company.

4.2.1.2 Issuing a quote (service offer)

Following an exchange on the scope and terms of the Mission, the Service Provider sends the Client their Quote via the Platform.

4.2.1.3 Provisioning the Mission advance amount

Upon agreement on the Quote, the Client funds the electronic money account with the Mission advance amount as shown in the Quote, enabling the Service Provider to begin the Mission. The Service Provider begins the Mission upon notification by the Platform that the Client has completed funding of the advance amount. Non-compliance with this provision means that the commencement of the Mission by the Service Provider is at the Service Provider's own risk, who explicitly acknowledges waiving any recourse against the Company. The Service Provider undertakes not to withdraw the advance amount from the electronic wallet to a financial account before performing the Mission. Payment conditions are specified in Article 4.2.2.

4.2.1.4 Mission invoicing

Following completion of the Mission, the invoice is drawn up, issued by the Service Provider and published on the Platform.

4.2.1.5 Mission validation

The Client has five calendar days from the Company's notification to the email address of the User Account to validate the mission on the Platform. By this validation, the Client definitively waives any claim or recourse against the Service Provider regarding the payment made. In the absence of validation within this period, unless explicit objection is expressed, the Client acknowledges that the Company may proceed with automatic validation of the Mission and the Client undertakes to settle the total amount still owed to the Service Provider without prior formality.

4.2.1.6 Payment of the Service Provider

Validation of the Mission on the Platform by the Client results in irrevocable payment of the invoice amount to the Service Provider, net of the Company's commission owed by the Service Provider. Payment by the Client for the amount of the service is made via payment of the Service Provider's electronic wallet. Payment is made by bank transfer. Payment conditions are specified in Article 4.2.2.

4.2.2 Mission payment conditions

For the implementation of the payment system, the Company has subscribed to the services of Mangopay S.A., a company approved as an electronic money institution, registered with the Luxembourg Trade Register under number B173459, headquartered at 2 Avenue Amélie, 1125 Luxembourg (hereinafter "Mangopay"). Users contract directly with MangoPay regarding the payment system and declare their acceptance of MangoPay's general terms and conditions available here. The transfer of funds via electronic wallet payment does not constitute a bank deposit and bears no interest.

4.2.2.1 Creation of the Mangopay account

For the security of transactions on the Platform, a Mangopay Account will be created for Clients ("Payer") and Service Providers ("Owner"). Users must provide the information necessary to create the Mangopay Account (company, company details and information about the legal representative).

4.2.2.2 Creation of the electronic wallet (e-wallet)

To guarantee transactions between Client and Service Provider, an electronic wallet will be created for each Platform User.

4.3 Equipment management

This module allows users to manage equipment inventories and track service operations.

4.4 Document management

This module allows users to manage documentation relating to equipment and training.

ARTICLE 5: ACCESS TO SERVICES

5.1 Prerequisites

5.1.1 Technical prerequisites

The Client undertakes to have a high-speed internet connection (ADSL or fibre optic type). The User must maintain an up-to-date internet environment and use modern browsers (Google Chrome ≥ 60, Mozilla Firefox ≥ 60, Safari ≥ 12, Microsoft Edge, etc.).

5.1.2 Access and identification prerequisites

The Client and Users will take the necessary measures to ensure the security of account access, in particular through unique, personal and strong passwords, kept strictly confidential. LABSQUARE's liability cannot be engaged for fraudulent access to the Applications and Services resulting from negligence, error or omission by Users or the Client.

5.2 Technical access to the Platform and Services

5.2.1 Technical access to Services

The Company deploys all its efforts to ensure 24/7 access and operation of the Platform and Services. However, given the limitations of the internet, the Company cannot exclude access and operation interruptions, particularly due to force majeure, User equipment malfunctions, User internet network failures, or maintenance operations improving the Platform and Services.

5.2.2 Third-party modules

The Platform and Services rely on third-party technology modules for their operation and hosting. The managers of these modules may decide on major structural modifications, rendering all or part of the Services inoperative for an indefinite period, without any compensation being claimable from the Company.

5.3 Limitation of liability — The Company cannot be held responsible for each User's internet environment or its developments (connection cuts, internet connection bans) or certain third-party blocking components requiring an internet connection, nor for transfer failure related to the connection.

5.4 Service malfunctions — Any Service malfunction must be reported to the company with details of the malfunctions encountered.

ARTICLE 6: PRICING – PAYMENT CONDITIONS – PENALTIES

6.1 Pricing — Prices vary according to the offer subscribed to by the Client. The Client will pay an annual subscription for each site.

6.2 Taxes — Unless otherwise indicated by LABSQUARE, all prices are stated exclusive of tax and must be increased by the VAT rate in force at the date of invoicing.

6.3 Invoices — Invoices will be sent to the Client in electronic format. Services are invoiced annually on the subscription date. Failure by the Client to contest invoices with LABSQUARE within seven days of the issuance date will result in full and final acceptance of their content.

6.4 Payments — Unless agreed by LABSQUARE or otherwise indicated, payment is made upon receipt of the invoice by credit card or cheque made out to LABSQUARE SASU and sent to LABSQUARE's postal address – 17, rue de Rosheim – 67000 STRASBOURG.

6.5 Late payments

6.5.1 Penalties

Any overrun of the payment deadline will automatically incur late payment penalties applied by LABSQUARE. These penalties are due automatically from the day after the due date, without any action, reminder or formal notice being required. The monthly interest rate of the penalties is equal to the French statutory interest rate at the time the delay is noted, plus seven percentage points. In addition, a flat-rate indemnity of €40 for collection costs is automatically due without prior notification in the event of late payment.

6.5.2 Set-off

LABSQUARE will have the right to set off the Client's debts and/or to allocate payments to unpaid invoices plus all accumulated interest and late charges, in the following order: charges, interest, invoice amounts.

6.5.3 Late payment and suspension of Services

The Client may not defer any payment due or offset any amount, even in the event of a dispute with LABSQUARE. In the event of a late payment situation by the Client, LABSQUARE may in particular suspend the Services until full payment of the outstanding invoice, or even terminate the Services.

6.6 Payment suspension — The Client is not authorised to defer or suspend payments of LABSQUARE invoices due to a non-conformity of the Services, whether such non-conformity is alleged or proven.

ARTICLE 7: DURATION OF SERVICES

7.1 Duration of Services — For Users, the first search or response and transaction is accessible to all. Services begin on the day and time of subscription for a period of 12 months. The duration is automatically extended by 12 months and can be interrupted at any time, preventing all Client Users from accessing services the following month.

7.2 Duration linked to the technological environment — The Company uses web and mobile environments subject to technological developments imposed by their respective owners.

ARTICLE 8: LABSQUARE'S RIGHTS

8.1 Control — LABSQUARE reserves the right to monitor the Client's User Accounts. The Client undertakes to provide all required information concerning Users upon first request. LABSQUARE reserves the right to permanently suspend any User Account that is the source of fraud or a breach of obligations. Any violation of these GTC may result in proceedings by LABSQUARE aimed in particular at obtaining compensation for damages suffered.

8.2 Advertising — LABSQUARE reserves the right to broadcast advertising materials in the medium term on its Services. Without express prohibition by the Client, LABSQUARE may cite the Client's name as a commercial reference.

8.3 Evolution of contractual conditions — LABSQUARE may occasionally modify the contractual conditions for providing the Services. For the re-evaluation of Service pricing by LABSQUARE, this will not apply to the current month or the following month. For changes related to the technological environment, the Client will be informed at least one month before the changes take effect.

ARTICLE 9: WARRANTIES PROVIDED BY LABSQUARE

9.1 — The Services provided by LABSQUARE are only warranted to conform to the written specifications and descriptions by LABSQUARE, including those in these General Terms and Conditions. LABSQUARE only makes available to users documents from manufacturers and suppliers, without giving any warranty on the content of these documents.

9.2 — LABSQUARE delegates all responsibility for use of the Services to the Client and any authorised user of the Client. LABSQUARE's liability is limited to the proper functioning of the service. LABSQUARE gives no other warranty, express or implied, concerning the value of the Services, their fitness for the Client's purpose, or any future or other use.

9.3 — The Services use third-party technology modules for their operation and hosting, not warranted by LABSQUARE. The managers of these modules may decide on major structural modifications that could render the Services inoperative for an indefinite period, without any compensation being claimable from LABSQUARE by the Client. In any event, LABSQUARE's obligations remain best-efforts obligations, even when the Client has subscribed to LABSQUARE's Services.

9.4 — Similarly, LABSQUARE does not warrant and cannot be held responsible for each User's internet environment or its developments (for example connection cuts, internet connection bans) or certain third-party application components requiring an internet connection, nor for transfer failure related to the connection.

ARTICLE 10: CLIENT OBLIGATIONS

The Client undertakes to:

Use the Services and the Platform solely in the context of their professional activity and in accordance with their professional needs, not for unlawful, prohibited and/or illegal purposes, not to harm third parties or LABSQUARE or under conditions not provided for in the Agreement, and in general not to disrupt the proper functioning of the Services
Not use, directly or indirectly, the Services for other entities (SIREN)
Not directly or indirectly allow the Services to benefit establishments (SIREN) not attached to the contracting entity (SIREN)
Not gain unauthorised access to the Services and the Platform or their associated systems and networks

The Client is responsible for the use of the Services by Users.

The Client guarantees LABSQUARE against any action by third parties (including Users, employees or clients) concerning the use of the Services. The Client will indemnify LABSQUARE against all damages, losses, legal costs, demands and claims resulting from a breach of the Agreement by the Client or the non-conformity of statements made by the Client, including following claims from Users.

ARTICLE 11: LIABILITIES

11.1 User liability

Each User must in particular accept and validate the LABSQUARE General Terms and Conditions upon first use of the Services.

11.1.1 — The User is solely responsible for any direct or indirect damage potentially suffered as a result of inaccurate, incomplete and/or misleading information provided during registration or failure to update information, assuming sole responsibility for the consequences.

11.1.2 — The User is solely responsible for any Content published on the Platform. The Company does not check Content before publication. The User expressly prohibits the publication of insulting, defamatory, denigrating, slanderous, racist, xenophobic content, content contrary to public decency, infringing, contrary to public order or the rights of third parties, detrimental to the Company's reputation and image, or contrary to laws and/or regulations, particularly of a criminal nature.

11.1.3 — The Client is solely responsible for the description of the service request soliciting a price proposal from the Service Provider. In the event of an error in describing the request, the Client alone bears the cost of any additional services required and associated surcharges, formalising the supplement to the Service Provider's Service via the Platform.

11.1.4 — The User is solely responsible for the conclusion and performance of Service Contracts concluded with another User via the Platform, the Company merely connecting them. The conclusion and performance of these Service Contracts, carried out directly between the Service Provider and the Client, are the sole initiative and responsibility of the latter.

11.1.5 — The Service Provider acknowledges that the tools and technical means provided by the Company do not exempt them from responsibility for their legal obligations, in particular those relating to invoicing and VAT.

11.1.6 — The Company's liability cannot be engaged for any conflict between the Service Provider and the Client during use of the Services.

11.1.7 — Each "User Account" is unique, personal and must never be shared with third parties.

11.1.8 — Each User prohibits the use of robots or other automated or technical solutions for mass consultation of the content of the Company's Services.

11.1.9 — Each User undertakes to provide accurate information and details to the Company, in particular regarding identity and contact details. Failure to comply with this obligation engages the User's liability.

11.1.10 — The Service Provider is obliged to take out public liability insurance.

11.2 Company liability

11.2.1 — The Company deploys all its efforts to ensure 24/7 access and operation of the Platform and Services. However, given the limitations of the internet, the Company cannot exclude interruptions, particularly due to force majeure, User equipment malfunctions, User internet network failures, or maintenance operations improving the Platform and Services.

11.2.2 — The Company provides Service Providers and Clients with tools and technical means enabling them to connect for the conclusion of Service Contracts via the Platform. Its liability is limited to making these means available as described in the General Terms and Conditions. The Company is not responsible for damage caused to property potentially used by the User during use of the Services.

11.2.3 — The Company does its best to ensure the transmission of information and documents communicated by Service Providers on the Platform. However, it cannot be held responsible in any way for failures to comply with obligations, particularly obligations to combat undeclared work and transparency rules.

11.2.4 — LABSQUARE will not be responsible for damage caused by the Services provided by LABSQUARE to property potentially used by the Client and/or its employees.

11.2.5 — LABSQUARE disclaims all liability for incidents or accidents that may affect third parties and property during use of the Services.

11.2.6 — In any event, the Client must maximise the limitation of any potential or existing damage. The Client is not authorised to defer or suspend payments of LABSQUARE invoices due to a non-conformity of the Services, whether such non-conformity is alleged or proven.

11.2.7 — LABSQUARE's liability for any loss or damage resulting from whatever cause cannot in any circumstances exceed the total sale price of the services.

11.2.8 — Furthermore, LABSQUARE will not be responsible for loss of production, business, costs, revenues and/or any other incidental or indirect loss or damage, directly or indirectly suffered by the Client or any other person due to the Services.

ARTICLE 12: COMPLIANCE WITH SAFETY AND PROPERTY RULES

12.1 Personal safety — The Client will ensure that User employees do not endanger themselves or third parties or place themselves in a risk situation during use of the Services, including in the context of the Client's own use of the Services. LABSQUARE's liability cannot be sought in this regard.

12.2 Property safety — The Client remains solely responsible for the respect of their property, stocks, products, equipment, tools and the property of their own clients by their employees and Users, including in the context of use of the Services. The Client alone bears the consequences of any damage caused by their employees and Users to their property, stocks or tools and the property of their own clients in the context of use of the Services.

ARTICLE 13: INTELLECTUAL PROPERTY – CONFIDENTIALITY

13.1 Ownership of the Platform and Services — The Company is and remains the owner of all intellectual property rights over the Services provided to the Client. Consequently, all elements comprising the Services, whether their structure, appearance or content (including databases, texts, graphic texts, animated or non-animated images, sounds, drawings, graphics, logos, names, trademarks, company names, domain names, designations, tabs, functionalities, signs, etc.) are the exclusive property of the Company or its partners. These elements are protected by intellectual property laws and others, in particular copyright. Any reproduction or representation of the Platform or its component elements, complete or partial, without authorisation from the Company, is prohibited and constitutes infringement punishable by law.

13.2 Ownership of Content — Any User publishing Content on the Platform retains full ownership of the published content. By creating a profile or leaving profile recommendations, the User expressly authorises the Company to use, distribute, host, store, reproduce, communicate, publish, modify, adapt, translate and display this public Content on the Platform, social networks, blogs operated by the Company and/or any other medium (including physical and digital media, press files, commercial materials, promotional and/or advertising materials), by any means, for the purposes of operating, improving, promoting, commercialising, advertising the Services and the Platform or implementing partnerships. This authorisation is valid worldwide and for the entire duration of the User's registration.

13.3 Information confidentiality — All information provided by LABSQUARE to the Client concerning concepts, ideas, procedures, documents and all LABSQUARE Software, including know-how, intellectual property and all information elements, documents and databases (the "Information") must be treated as strictly confidential information by the Client and must not be communicated to third parties without prior written agreement from LABSQUARE. This does not apply to information clearly intended for the public or already public. The Client's current confidentiality commitment will remain valid for the entire duration of the LABSQUARE relationship and for at least five years following the end date of that relationship.

ARTICLE 14: TERMINATION AND SANCTIONS: TERMINATION CLAUSE

Any use of the Platform and Services contrary to the General Terms and Conditions and/or applicable laws and regulations gives the Company the right to suspend, without notice, the User's Account or to deny the User all or part of future access to the Platform, without prejudice to any damages the Company may claim.

These measures may in particular be taken in the following cases:

Communication of false information by the User (documents, location, experience, etc.)
Insulting language towards a User or Company employee
Disloyal use of the Platform and/or circumvention, in particular the conclusion of Missions outside the Platform
Any fraud or attempted fraud in the referral programme will result in exclusion of the Referrer and Referee from this programme
Sub-contracting of Services provided to the service provider's employees or to third parties

Similarly, if a User faces repeated disputes or reports from Clients to the Company's Customer Service, the Company will have the right to defer the visibility of content in search engine results, suspend or close the account.

The closure of the User Account by the Company will automatically result in termination of these General Terms and Conditions.

In the event that the User provides false, inaccurate, outdated or incomplete data, the Company will have the right to suspend or close the Account and refuse all future access to all or part of the Services.

In the event of a party's failure to perform its obligations arising from a provision of the Agreement, the other party will be authorised, by written notification addressed to the defaulting party and without prejudice to any other remedy, to terminate all or part of the relevant Agreement without any liability, by operation of law after formal notice to perform, which has remained without effect within fifteen days following said formal notice.

ARTICLE 15: PERSONAL DATA

The terms governing the processing of personal data related to use of the Platform and any interaction with the Company are explained in the data protection policy available here. The Company has designated a Data Protection Officer available to any User for any question relating to the protection of personal data at LABSQUARE, by email addressed to privacy@labsquare.eu and by post to: DPO, LABSQUARE, 17, rue de Rosheim – 67000 STRASBOURG.

15.1 Client data — The Client is informed that the collection of certain personal data (as well as employees' data) is necessary for the proper performance of the Client-LABSQUARE commercial relationship. This data is collected by LABSQUARE solely within the framework of the commercial relationship for the purposes of proper fulfilment of orders. It is reserved for the exclusive use of LABSQUARE and Service Providers. LABSQUARE will retain the collected personal data for a maximum period of five years from the end of the commercial relationship.

15.2 Data provided by the Client — Given that LABSQUARE must necessarily process the personal data of the Client's employees provided by the Client (essentially the last name, first name and email address of each User), the Client guarantees LABSQUARE that it will ensure compliance with employees regarding all applicable provisions under applicable laws and regulations concerning the collection, processing and provision to LABSQUARE of such personal data.

15.3 LABSQUARE data — If the Client accesses LABSQUARE's personal data or collects LABSQUARE's personal data, the Client undertakes to comply with all provisions of the "GDPR" (European Regulation No. 2016/679, the General Data Protection Regulation) and in particular undertakes to:

Process LABSQUARE's data solely for the purposes of the Agreements and guarantee the confidentiality of such data
Ensure that the rights of the persons whose data is collected are respected
Implement appropriate protection and security measures and inform LABSQUARE of any data leak, theft or hacking within 48 hours of discovery
Ensure that persons authorised to process data commit to confidentiality or are subject to an appropriate contractual confidentiality obligation and receive the necessary training in personal data protection

15.4 Data hosting and security — Users are expressly informed that content published on the Site is hosted and stored on the servers of OVHcloud. "OVHcloud takes the necessary precautions to preserve the security and confidentiality of personal data processed, in particular to prevent their distortion, damage or unauthorised access by third parties." More information at: www.ovhcloud.com/fr/personal-data-protection/

ARTICLE 16: HOSTING, MAINTENANCE AND SECURITY

16.1 Hosting — The Platform and the data it contains are hosted by LABSQUARE on OVH SAS France servers. OVH SAS is a subsidiary of OVH Groupe SA, a company registered with the Lille Trade Register under number 537 407 926, headquartered at 2 rue Kellermann, 59100 ROUBAIX.

16.2 Maintenance — In the context of continuous improvement of the Platform and Services, and subject to prior notification to the Client, LABSQUARE may carry out updates or install new versions. LABSQUARE will make all necessary efforts to make the Platform compatible with any new browser or its evolution. LABSQUARE guarantees that upgrades and new versions of the Platform resulting from maintenance activities will not result in regression of the performance and functionalities of the Services.

16.3 Security — LABSQUARE strives to secure access to and use of the Platform in accordance with industry standards as detailed on its Website. The Company has implemented an automatic code verification procedure that runs with each new update.

ARTICLE 17: FINAL PROVISIONS

17.1 — The Client may not assign any Agreement, subscription or any right arising therefrom or any debt owed by LABSQUARE without having obtained LABSQUARE's prior written consent.

17.2 — The failure by either party to exercise any of its rights shall in no way constitute an abandonment or waiver of that right.

17.3 — If certain provisions of these General Terms and Conditions prove to be null, unenforceable or contrary to applicable law in whole or in part, or cannot apply for any reason, the other provisions of these GTC will remain unchanged and continue to apply to the parties.

ARTICLE 18: SETTLEMENT OF COMPLAINTS – DISPUTES

18.1 Between the User and the Company

18.1.1 — These General Terms and Conditions and any Client-LABSQUARE Agreement are subject exclusively to French law.

18.1.2 — Any dispute concerning the sale of Services by LABSQUARE to the Client or concerning the commercial relationship of the parties, even in the event of a warranty claim or multiple defendants, which cannot be settled amicably within 30 days following the signification of the dispute by registered letter with acknowledgement of receipt by one party to the other, will be within the exclusive jurisdiction of the Strasbourg (France) Judicial Court.

18.1.3 — Any malfunction of the LABSQUARE Website and Services must be the subject of a written complaint from the Client detailing the malfunctions encountered. It must be notified in writing to LABSQUARE as soon as it is discovered.

18.2 Between the Client and the Service Provider

18.2.1 Mutual cancellation of Mission

If the service is cancelled before commencement by mutual agreement (whether at the initiative of the Client or the Service Provider), the Company will reimburse, within 15 days, the advance amount of the service to the Client.

18.2.2 Disagreement between the Client and the Service Provider

18.2.2.1 Declaration of disagreement to the Company's Customer Service

In the event of disagreement between the Client and the Service Provider regarding the quality, scope, terms or progress of the service, they undertake to inform the Company via its customer service.

18.2.2.2 Mediation attempt

After referral to the Company by the Client and/or the Service Provider, the customer service will act as mediator for a maximum period of 30 days (hereinafter the "Mediation Period"), attempting to propose an amicable solution allowing the disagreement to be resolved.

18.2.2.3 Following the Mediation Period

The Company will end the Mediation Period once the Client and the Service Provider have found an amicable solution to the disagreement. If at the end of the Mediation Period, the Client and the Service Provider fail to find an amicable solution, the Company ends the mediation and reimburses:

Client: the full amounts advanced
Service Provider: actual labour costs and travel expenses, if applicable

Any complaint must be submitted by email to contact@labsquare.eu or via the form available on the Platform.

ARTICLE 19: REFERRAL PROGRAMME

19.1 Description of the referral offer

LABSQUARE referral offers are reserved for LABSQUARE clients with a valid current subscription. They allow LABSQUARE subscribers to be rewarded for promoting the LABSQUARE Platform to their professional network. By telling a company or laboratory about us, our subscribers will each receive 1 free month, once their Referee has subscribed to an annual Service Subscription Agreement. This free month will extend the current subscription. These Referral Offer conditions define the terms under which LABSQUARE offers its clients to encourage others to subscribe to the services offered by LABSQUARE, in exchange for promotional advantages. Participation in the Referral Offer is subject to full and unconditional acceptance of these referral offer conditions. This offer cannot be combined with other LABSQUARE promotional offers, except as described in the corresponding article.

19.2 Definitions

Referrer: Any adult client to whom the referral offer has been presented and who has communicated the Referee's information to receive a referral code to transmit. The Referrer must hold an annual Subscription Agreement with LABSQUARE and be up to date with their payments.
Referee: Any company proposed by their Referrer for an annual subscription to LABSQUARE Services and holding the referral code transmitted by the Referrer.

19.3 How the referral works

The Referrer enters the name, email address and phone number of the person they wish to refer in the form provided for this purpose. The information entered by the Referrer such as the SIRET number and phone number must be valid to benefit from the Referral Offer. Once completed, the Referee will be contacted by LABSQUARE and sent the referral code. The Referee enters this code in their subscription journey in the "Referral Code" field.

19.4 Referral offer conditions

To benefit from the Referral Offer, the Referrer must have a valid and regularised Subscription Agreement. The Referee must subscribe online to the LABSQUARE subscription. The information provided by the Referee at the time of subscription must be valid and complete. The Referee's SIRET number must be validated by LABSQUARE's services. The Referrer and Referee must have different SIREN numbers. Self-referral is not permitted. The Referral Offer is considered complete and effective once the Referee's subscription is finalised and payment of their Subscription Agreement is regularised.

ARTICLE 20: LOYALTY PROGRAMME

20.1 How the loyalty programme works

Every mission completed and finalised as part of a Service Request on the Platform allows the accumulation of a savings account, to the benefit of the Client, financing parts of future missions. Thus, every expenditure on the Platform (excluding the savings account) earns a credit of 1%. For example, for every €100 spent, €1 will be credited to the savings account.

20.2 Use of the savings account

When ordering a mission, the Client may use all or part of their savings account.

20.3 Loyalty programme conditions

Any Client holding a User Account on the Platform and having completed at least one mission on the platform may benefit from the loyalty programme.