Last Updated: 02/02/203

These Oliverlist Terms and Conditions (the “General Conditions”) govern the relationship between Aivoni, a société par actions simplifiée, registered with the Trade and Commercial Register of Nanterre under the number 808 785 166, with a share capital of 20,000 euros, whose head office is located at 4 Avenue JB Clément 92100, Boulogne-Billancourt, France (“Aivoni”) and any natural or legal person who has subscribed an account on the solution published by Oliverlist (the “Client”).

Hereinafter collectively referred to as the “Parties” and individually referred to as a “Party”.

1. Definitions

The terms and expressions which first letter is a capital one, in the General Conditions, have the meaning defined in this article, used either as singular or plural:

1. “Authorized Users” shall mean the identified user, a natural person authorized to access Oliverlist. The Authorized User may be an employee, agent and/or service provider of the Client.

2. “Client Data” shall mean the data relating to the Client’s prospects and client obtained via Oliverlist on the basis of the information provided by the Client.

3. “Confidential Information” shall mean any information communicated (written, orally or by any other mean) directly or indirectly by the Client to Aivoni prior or after the General Conditions’ entry into force including, without limitations, the information related to the Services as well as the operations, processes, plans, know-how, commercial secrets, inventions, techniques, commercial opportunities, and activities of the Client.

4. “Commission” shall mean the the sums due by the Client to Aivoni as specified in the Order with respect to Services relating to actual appointments between the Client and its prospects as generated through Oliverlist.

5. “Force Majeure” shall mean the events external to the Parties, unpredictable and unstoppable, as defined by French case law, the following events shall be deemed to constitute a case of Force Majeure (without purporting to be an exhaustive list): war (declared or not); terrorist act; invasion; rebellion; blockade; sabotage or act of vandalism; strike or social dispute, total or partial, external to both Parties; bad weather (in particular flooding, storms and hurricanes); events declared as “natural disasters”; zombie invasion; fire; epidemic; transport or supply blockades (particularly energy); failure of electrical energy, heating, air conditioning supplies, of the telecommunication or data transport network; satellite failure.

6. “General Terms of Use” shall mean the operating manuals, user instructions, technical literature, and all other documents regarding the use of Oliverlist, in any form, provided to the Client by Aivoni under the General Conditions available at this URL.

7. “Licence Fee” shall mean the sums due by the Client to Aivoni as specified in the Order with respect to Services relating to the Client Data.

8. “Oliverlist” shall mean the software solution developed and published by Aivoni which allows to obtain the Client Data.

9. “Order” shall mean the Services proposal submitted by Aivoni and accepted by the Client, through Oliverlist.

10. “Services” shall mean the services provided by Oliverlist, as specified in the Order, relating to lead generation leading to B2B appointments with Client’s prospects and/or additional features relating to the Client Data.

2. Purpose

The purpose of the General Conditions is to define the terms and conditions under which Aivoni in consideration of the payment of the License Fee, grants the Client the right to use Oliverlist.

3. Duration

The General Conditions shall enter into force on the date of signature of the first Order for an indefinite duration.

The Client may terminate the Order directly on its account on the platform Oliverlist. The termination will take effect on the monthly anniversary of the activation of the Services. 

4. Access and use of Oliverlist

   1. Initialisation of Oliverlist

In order to register with Oliverlist, the Client must fill in the fields of the registration form with complete and accurate data and accept the General Conditions.

The information provided by the Client is used to create the Client’s main user account on Oliverlist. During this phase of creating the main account, the Client chooses the login and the password that will be attached to it. When choosing passwords, Aivoni advises the Client to respect the recommendation of the French National Commission for Information Technology and Civil Liberties (CNIL) on passwords in order to guarantee a minimum level of security (at least twelve characters and four different types: lower case, upper case, numbers and special characters).

In the event of an incomplete or erroneous declaration, the Client’s and Authorized Users’ accounts may be closed, ipso jure, without prior notice or formality. In any case, the Client agrees to hold Aivoni harmless against all consequences that may result from this incomplete or erroneous declaration.

When the Client is an individual, he/she declares and guarantees that he/she is using Oliverlist for his/her professional activity and that, as such, he/she cannot be qualified as a consumer in the sense of the preliminary article of the French Consumer Code

2. Authorized Users

When the Client is a legal entity, it is authorized to make its personal account available to the Authorized User.

The Client undertakes to ensure that the Authorized Users are competent natural persons, familiar with the use of computer tools, professionals in online marketing and informed by the Client of all issues relating to the processing of personal data and their use in the context of advertising and/or communication activities.

3. Login/password of the Authorized Users

The Client acknowledges and accepts that it is not possible to access Oliverlist without entering a login and password. The Client is solely responsible for the security of the logins and passwords provided by Aivoni. The Client undertakes to inform Aivoni promptly of any unauthorized access, whether actual or suspected, to a login, password at the address contact@oliverlist.com

Any action performed via a login assigned to the Client will be deemed to have been performed by the Client, unless the Client has previously reported the login concerned as lost or stolen, thus allowing Aivoni a reasonable period of time to deactivate the said login.

In this context, the Client is responsible for the compliance of each of its Authorized Users with the General Conditions.

5. Description of the Services

   1. Access to the Services

Oliverlist is a software solution that allows to search and obtain company data of the prospects and/or clients of the Client in order to allow it to create targeting campaigns.

The Client shall not share any of the accesses of an Authorized User with a third party. In this context, the Client is responsible for the respect of the General Conditions by each of its Authorized Users.

The Client acknowledges that it has thoroughly read the General Terms of Use available hereafter at this URL and agrees to be bound by them.

2. Right to Use Oliverlist – Intellectual Property

Aivoni, in consideration for the payment of the License Fee, grants the Client and the Authorized Users, for the term of the General Conditions, the non-exclusive, personal, non-transferable right to use Oliverlist in accordance with the General Conditions. 

The Client is responsible for the compliance of the Users with the General Conditions and may not transfer the licence in any way whatsoever without the prior consent of Aivoni.

According to the right of use of Oliverlist, the Client and the Authorized Users are expressly prohibited to:

1. analyse, or have a third party analyse, in the sense of observing, studying, and testing, the operation of Oliverlist with a view to identifying the ideas and principles on which the elements of the program are based when Oliverlist is carrying out the tasks of loading, displaying, operating, transmitting or storing;

2. in the situation where it would have had access to the source code for any reason whatsoever, make use of the said source code in any way whatsoever with the exception of the right granted by article L. 122-6-1 of the French Intellectual Property Code any interaction of Aivoni in this respect being subject to payment by this latter of the associated costs;

3. modify, improve, translate Oliverlist, including for the purposes of correcting bugs and errors, Aivoni exclusively reserving this right in accordance with article L. 122-6-1 I 2° of the French Intellectual Property Code;

4. transfer, let, sub-let, sell, pledge, or transfer all or part of the title to Oliverlist in any way whatsoever;

5. not provide services through Oliverlist to any third party – other than a User – in any manner, including but not limited to service bureau, application service providing (ASP), software as a service (SaaS) or outsourcing.

3. Know-how

Any ideas, know-how, or techniques that may be developed by Aivoni including any enhancements or modifications made to Aivoni’s computer software programs, shall be the sole property of Aivoni. Aivoni may at its sole discretion develop, use, market, and license any software or data processing material that is similar or related to Aivoni’s developments for the Client. Aivoni will have no obligation to disclose any ideas, know-how, or techniques that may be developed by Aivoni and that Aivoni considers as being proprietary and confidential.

6. Financial Conditions 

   1. Licence Fee & Commission

Access to Oliverlist is subject to the provision by the Client of a valid payment method as set out under the General Terms of Use.

In consideration for use to Oliverlist, the Client shall pay Aivoni the Commission and, if applicable, the Licence Fee.

The Commission is calculated according to the number of appointments scheduled by the Client through Oliverlist under the conditions specified in the General Terms of Use.

The License Fee is determined upon subscription of the corresponding Service through Oliverlist.

2. Payment terms 

For the provision of Services, (i) the Licence Fee is payable upfront on a monthly basis; and (ii) the Commission shall be invoiced and due once an appointment is deemed as actual and shall be paid under the conditions set out in the General Terms of Use. 

The License Fee and/or Commission do not include any and all applicable taxes, customs, tariffs, value-added tax or any other applicable taxes, which shall be paid by the Client in addition.

Would all or part of the Licence Fee and/or Commission not be paid within the contractual time limits:

1. any sum that remains unpaid shall automatically be subject to interest, accruing on a daily basis until the date of full payment of the principal, interest, expenses and additional costs, at a rate equal to five (5) times the applicable statutory rate of interest, and this with no further notice required and without prejudice to any claim for compensation that Aivoni shall reserve the right to seek by legal means;

2. Aivoni reserves the right, at its sole discretion, with or without notice, to suspend performance of any Service, current or future, and this until full payment of outstanding sums;

3. Any delay in the payment of invoices will result in the immediate application of an annual interest rate of 12% on the unpaid amounts as well as forty (40) euros per invoice for collection costs, in accordance with art. L 4414-10 of the French Commercial Code ; and

4. all sums that remain due for payment by the Client to Aivoni shall become immediately payable.

7. Undertakings of Aivoni

The Services will be provided under the General Conditions by Aivoni, which undertakes, unless otherwise expressly stated, to exercise its reasonable endeavours.

Unless otherwise expressly stipulated, Aivoni’s obligations under the General Conditions are obligations of means.

Aivoni is committed to ensuring that all its staff apply their know-how and knowledge to the proper execution of Services. In the event of difficulties in the provision of Services, Aivoni undertakes to inform the Client immediately.

Aivoni reserves the right to modify at any time the characteristics of its technical infrastructures, the choice of its technical suppliers and the composition of its teams.

8. Undertakings of the Client

The Client shall:

1. strictly comply with the user instructions set forth in the General Terms of Use;

2. not to import into Oliverlist any data that may damage Oliverlist and/or infringe the rights of any third party;

3. have an up-to-date Internet browser, as well as a high-speed Internet connection, the costs of which are to be borne by them

4. to make backups of all its data, prior to the first use of Oliverlist and each time it deems necessary. Aivoni can in no way be held responsible for any loss of data suffered by the Client;

5. not take any action to impair the reputation of Oliverlist or of Aivoni, the trademarks of Aivoni or its licensors and any other product of Aivoni or its licensors;

6. use the Aivoni name and trademarks only in the manner prescribed by Aivoni in writing, unless otherwise agreed between Parties upon writing;

7. inform Aivoni of any potential defects discovered when using Oliverlist;

8. notify Aivoni promptly of any legal notices, claims or actions directly or indirectly relating to Oliverlist and not enter into or compromise any legal action or other proceeding relating to Oliverlist without the prior written consent of Aivoni;

9. not use Oliverlist for illegal purposes or in illegal manner, including in violation of the intellectual property rights of Aivoni or any third party.

9. Confidentiality

   1. Confidential Information

Confidential Information does not include:

1. Information that is currently available or that becomes available to the public without either Party breaching the General Conditions;

2. Information legally held by one Party before its disclosure by the other;

3. Information that does not come either directly or indirectly from the use of all or part of the Confidential Information;

4. Information validly obtained from a third Party authorized to transfer or disclose such information.

2. Confidentiality Undertaking

The Client undertakes, in its name and in the name of its employees, agents, sub-contractors and Clients, for the duration of the General Conditions and for a period of five (5) years after the end of the General Conditions:

1. Not to use the Confidential Information for any purpose other than the performance of its obligations under the General Conditions;

2. To take all precautions that it would take with its own valuable confidential information, it being stated that such precautions must not be less than those of a diligent professional;

3. Not to disclose the Confidential Information to anybody whatsoever, by any means whatsoever, except to those of its employees, agents, service providers or sub-contractors for whom such information is necessary with a view to meeting the obligations of each of the Parties.

When the General Conditions comes to an end, each Party shall return to the other Party, without delay, all Confidential Information, regardless of format, that it has obtained within the scope of the General Conditions. Neither Party shall keep any copies in any format whatsoever, without the express prior written agreement of Aivoni.

10. Data protection

    1. Processing of Client Data

In the context of the execution of the General Conditions, Aivoni is required to process, among the Client Data, personal data in the name and on behalf of the Client.

Consequently, Aivoni acts as a processor, the Client being responsible for the collection and processing of this personal data.

The Parties entered into a contract in accordance with the provisions of Article 28 of the Regulations (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”) as set out in Appendix A.

2. Data processing by Aivoni

In addition, Aivoni, in its relations with the Client, is required to process, on its own behalf, the personal data of the Client’s employees, managers, subcontractors, agents and/or service providers.

In this context, the Client’s staff have the right to access and, if necessary, rectify, delete or transfer data concerning them. They also have the right to define guidelines on the fate of their personal data after their death. 

In addition, the Client’s staff may object for legitimate reasons to the processing of personal data concerning them, withdraw their consent or even limit it.

These rights can be exercised at any time by writing to Aivoni at the following address, contact@oliverlist.com. 

The Client’s staff have the possibility to lodge a complaint with a supervisory authority.

The Client undertakes to inform its employees, managers, subcontractors, agents and/or service providers of these rights.

Aivoni will keep the personal data of the Client’s employees, managers, subcontractors, agents and/or service providers for a period of three (3) years from the expiry of the General Conditions. 

Aivoni will process the said personal data on its exclusive behalf within the framework of the General Conditions and will refrain from communicating them to a third party. 

11. Reversibility

Within a period of forty-five (45) days from the expiration of the Purchase Order, the Client may export the Client Data under the conditions defined in this Article 11.

At the end of this reversibility period, Aivoni will proceed to the complete deletion of the personal data contained in the Client Data, with the exception of anonymous statistical data collected by Oliverlist in the context of the provision of services to the Client.

12. Liability

Aivoni will use its best efforts to ensure that Oliverlist complies with the provisions of the General Terms of Use.

Any warranty other than the ones set forth under the General Conditions is expressly excluded by Aivoni. Specifically, Aivoni does not warrant the absence of any bugs, and as a consequence does not warrant that the use of Oliverlist will be uninterrupted and error free. Aivoni hereby expressly disclaims the French legal warranty on hidden defects (“garantie des vices cachés”) set for in article 1641 and seq. of the French Civil Code.

The Client acknowledges having a good understanding of the Internet and of its limitations. The Client agrees notably, but without limitation, that the transmissions on the Internet are not secured and can be delayed, lost, intercepted, or corrupted, and that the transmission of Confidential Information on the Internet is made by the Client at its own risks.

The Parties expressly agree that the provisions of this Article have been agreed between the Parties within the scope of an all-reaching negotiation process, such that each of the Parties deems them to be both justified and proportionate with reference to the other undertakings made under the General Conditions.

Aivoni shall only be held liable for direct and foreseeable damage within the meaning of articles 1231-3 and 1231-4 of the French Civil Code caused by the failure of Aivoni to meet its obligations under the General Conditions.

The Parties expressly agree that Aivoni shall not be held liable for any loss of revenue; loss of turnover or profit; loss of clients; loss of opportunity; loss in terms of image or reputation; any costs incurred in obtaining an alternative product, software, service, or technology; or for any technical difficulties in routing messages via Internet.

Aivoni shall not be held liable for any damage resulting from the destruction of files or data caused by the Client using one or more elements provided with Oliverlist.

If Aivoni should be ordered to pay a financial penalty, for any reason whatsoever, the amount of compensation awarded against it shall not exceed the total amount received by Aivoni in payments over the twelve (12) months preceding the claim.

In any case, the Client must bring a claim against Aivoni for breach of the General Conditions within a period of twelve (12) months from the date of such breach, which the Client hereby expressly acknowledges and accepts.

Aivoni shall under no circumstances be held liable for any damage caused by the failure of the Client to meet its own obligations.

13. Termination

Each Party has the right, without prejudice to any claims for compensation that it reserves the right to seek through legal means, to terminate the General Conditions and/or the Order with immediate effect in case of a material breach by the other Party of any of its essential obligations under the General Conditions, if the Party in breach fails to remedy such breach within thirty (30) working days of receiving notice of the breach from the other Party in writing sent by registered mail with acknowledgement of receipt.

In the event of termination of an Order for any reason, Client shall immediately cease use of any item provided as part of the Services under such Order.

14. Miscellaneous

    1. Assignment/transfer of the General Conditions

Aivoni shall have the possibility of transferring all or part of the rights and obligations resulting for it from the General Conditions to any third party of its choice, including to any subsidiary to be constituted and/or in the event of a merger, demerger, partial contribution of credit notes or total or partial transfer of its business.

It is expressly agreed between the Parties that any change in the capital structure of Aivoni, including a change of control, shall not affect the performance of the General Conditions.

The Client is not authorized to transfer all or part of its obligations under the General Conditions, in any manner whatsoever, without the prior, written, and express consent of Aivoni.

1. Communication – Publicity

The Client accepts to be featured on Aivoni’s clients reference list. Such acceptance includes being mentioned in press releases or project accounts, and the fact that the General Conditions may be used as an example of a mutually beneficial collaboration for marketing purposes.

2. Notification – Computation of time limits

Any notification required or necessary pursuant to the provisions of the General Conditions shall be in writing and shall be deemed validly given if sent via e-mail to Aivoni at contact@oliverlist.com

Unless otherwise specified in an article of the General Conditions, the deadlines are calculated per calendar day. Any period calculated from a notification shall run from the first attempt to deliver it to the addressee, the postmark being proof.

3. Force Majeure

Neither Party shall be held liable if the performance of its obligations should be delayed, restricted, or made impossible by virtue of a case of Force Majeure.

If a case of Force Majeure should occur, the performance of the obligations of each Party shall be suspended. If the Force Majeure should last for more than one (1) month the General Conditions may be terminated at the request of the most diligent of the Parties, with neither Party being held liable. Each of the Parties shall bear their own costs that may be incurred as a result of the Force Majeure.

4. Suppliers – Contractors – Subcontractors

Throughout the duration of the General Conditions, Aivoni shall be free to use any supplier, service provider and/or subcontractor of its choice.

In this context, Aivoni remain, under the conditions set out in the General Conditions, responsible for the provision of the services.

5. Evidence

The computerized records will be kept in Aivoni’s computer systems under reasonable security conditions and will be considered as proof of the exchanges and/or actions carried out by Users, which the Client declares that it accepts.

6. Waiver

If one or other Party should fail to exercise any one of its rights under the General Conditions whatsoever, this shall not be deemed to be a waiver of that right, such waiver only to be deemed to have been given when expressly declared by the Party in question. 

7. Entirety

The General Conditions constitute the entire agreement between the Parties, to the exclusion of any other document, in particular those that may be issued by the Client before or after the Client’s acceptance of the General Conditions.

8. Validity

If one or more of the provisions of the General Conditions should be held to be invalid by a competent court, the remaining provisions shall retain their scope and effect.

The provision that has been held to be invalid shall be replaced by another provision, the scope and meaning of which shall be as close as possible to the scope and meaning of the invalidated provision, but in compliance with applicable legislation and the mutual intent of the Parties.

9. Change of the General Conditions 

Aivoni reserves the right to make, at any time, any change it deems necessary and useful to the General Conditions.

In the event of a change in the General Conditions, Aivoni undertakes to make the Client accept the new general conditions, fifteen (15) days before the date of their entry into force.

15. Applicable Law- Competent jurisdiction 

The General Conditions are governed by French Law.

The Parties expressly accept to submit any dispute related to the General Conditions (understood as any dispute related to its negotiation, conclusion, enforcement, cancellation and/or termination) and/or related to the commercial relationships between the Parties and their termination, to the exclusive competence of the Paris Courts, notwithstanding plurality of defendants or warranty claims, and including summary proceedings and ex parte motions.

1. Appendix A
   Subcontracting Agreement

For all intents and purposes, all terms used in this appendix whose first letter of each word is in capital letter have the same meaning as in the Aivoni General Conditions. 

1. Purpose of these clauses 

In the context of the performance of the General Conditions, Aivoni is required to process personal data among Client Data.

Aivoni (the “Processor”) acts as a subcontractor, the Client (the “Controller”) being responsible for the collection and processing of such personal data. 

The purpose of these clauses is to define the conditions under which the Processor undertakes to carry out the personal data processing operations defined below on behalf of the Controller.

In the context of their contractual relationship, the Parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”). 

2. Description of the subcontracted personal data processing 

The Subcontractor is authorized to process on behalf of the Controller the personal data necessary to provide the Service(s).

The categories of data subject are the end users of the services provided by the Client and the Users entitled to access Oliverlist by the Client.

The purposes of the processing are as follows: 

1. to provide Services;

2. to provide management services used by the Client; 

3. to compile statistics;

4. to comply with applicable legislation;

5. to manage the Client relationship;

6. to prevent fraud;

7. to manage requests from data subjects for exercising their rights such as the right of access, rectification, deletion, opposition, erasure, limitation, portability, and concerning the use of personal data after the death of data subjects.

Unless the consent of the data subjects obtained under the conditions provided in accordance with the applicable legislation, these operations must not lead to the creation of profiles that may reveal sensitive data (racial or ethnic origins, philosophical, political, trade union, or religious opinions, sexual life or people’s health).

In any event, the Controller is required to previously inform the Processor of any other processing intended and to guarantee compliance with the applicable regulation. In particular, the Controller is required to carry out, if necessary, a data protection impact assessment of the processing intended under the conditions defined in Article 35 of the GDPR.

The personal data processed is or may be as follows, if necessary, in view of the purpose of the processing in question: 

1. identity (name, mail address);

2. data related to the profession;

For the performance of the Service subject of the General Conditions, the Controller shall make available to the Processor the information which guarantees compliance with the legal provisions in force and in particular the GDPR. 

3. Duration of these clauses 

These clauses take effect as from the entry into force of the General Conditions, for the duration of the General Conditions.

4. Undertakings of the Controller

The Controller undertakes, in the context of the performance of the General Conditions to:

1. transmit via the Oliverlist only Client Data strictly necessary for the provision of the Services;

2. document in writing any instructions regarding the processing of personal data by the Processor; 

3. comply with the provisions of the French law n°78-17 on Information Technology and Freedoms, the GDPR and more generally the regulations applicable in France;

4. supervise the processing of personal data, including through the conducting of audits in accordance with the terms previously agreed with the Processor;

5. ensure that there is a legal basis for the processing of personal data; 

6. obtain, where applicable, the consent of the data subjects to the processing and/or transfer of their personal data;

7. provide all relevant information to data subjects at the time of data collection.

The Processor shall not be liable for any failure by the Controller to comply with applicable regulation except where the law expressly provides otherwise.

5. Undertakings of the Processor 

In accordance with Articles 28 and 32 of the GDPR, the processor undertakes:

1. to take and maintain all useful measures, and in particular appropriate technical and organizational measures, to preserve the security and confidentiality of the personal data entrusted to it by the Controller for the provision of the Services, in order to prevent them from being distorted, altered, damaged, or accessed by unauthorized persons;

2. to ensure that persons authorized to process personal data on their behalf, in addition to having received the necessary training in the protection of personal data, respect confidentiality or are subject to an appropriate legal obligation of confidentiality;

3. to comply with applicable legal provisions relating to the conditions of processing and/or the destination of the data provided by the Controller or which it will have access to in the context of the provision of Services;

4. to act only on the only documented instruction of the Controller for the processing of the personal data in question;

5. to use the personal data collected or to which it may have access solely for the purposes of providing the Controller with the Services;

6. not to use the personal data collected or which it may have access in the context of the performance of the Contract for purposes contrary to the Contract in accordance with the applicable regulations, and to transfer it only to a third party indicated or authorized by the Controller; 

7. not to resell or transfer personal data that is strictly confidential;

8. to assist the Controller, where possible, by implementing appropriate technical and organizational measures, as well as to fulfil its obligation to respond to requests from data subjects in order to exercise their rights of access, rectification, erasure, opposition, limitation and portability of data;

9. to assist the Controller, where possible and in light of the information provided to it by the latter, to comply with its obligation to: (a) notify the supervisory authority of a personal data breach; (b) communicate a personal data breach to the data subject; (c) conduct a data protection impact assessment. 

The Processor may use another subcontractor to carry out specific processing activities. In this case, it shall previously inform the Controller in writing of any proposed changes concerning the addition or replacement of other subcontractors. The Controller has a minimum of seven (7) days from the date of receipt of this information to submit its objections. This subcontracting can only be carried out if the Controller has not raised any objections within the agreed period.

The list of second-rank subcontractors is available here : 

• Apollo.io

• captaindata.co