Stratalis Terms of Sales

These Terms of Sales (hereinafter, the “Terms”) apply to orders for custom products and services for automated data collection on the internet (hereinafter, the “Products and Services”), placed by professionals and delivered and invoiced by Stratalis, established at 19, Charles de Gaulle Street, Rose-Hill, Mauritius, registered in the Mauritius commercial register under number C13119204 (hereinafter “Stratalis”). They supersede all previous terms of sales of Stratalis.

1. CONDITIONS OF APPLICATION

The Terms are communicated to the Customer by Stratalis upon their first order. Unless specific agreement between the parties or contrary legal provision, any new version of the Terms communicated while the parties are already in a contractual relationship will apply to all new orders from the month following the communication of the new Terms. In case of subscription, and unless specific agreement between the Parties, the Terms will immediately apply from the month following their communication to the Customer.

The specific agreement between the Customer and Stratalis will be formalized in the quote provided by Stratalis concerning the Products and Services (hereinafter referred to as “the Quote”). In case of contradiction between the Terms and the Quote, the provisions of the Quote prevail.

Unless specific contrary agreement between the Parties, any order from a Customer constitutes full and unreserved acceptance of the Terms and will be exclusively governed by the Quote and the Terms, to the exclusion of all general purchase conditions, or any other unilateral document of the Customer having a similar purpose.

All documents governing the contractual relationship of the parties in accordance with article 1 constitute the Agreement.

2. ORDER AND SPECIFICATIONS

The Products and Services are custom developed by Stratalis based on instructions given by the Customer. It is the Customer’s responsibility to provide Stratalis with all necessary information to enable it to proceed with delivery and invoicing electronically and to configure the data collection robot according to (i) the information that the Customer wishes to collect on the internet and (ii) the specific constraints of the websites targeted by the Customer (the “Specifications”).

The Quote provided by Stratalis is established following the Customer’s submission of all necessary Specifications and reproduces these Specifications. If the information provided by the Customer is insufficient, Stratalis reserves the right to request additional information from the Customer before sending the Quote to the Customer.

The Quote is established following a preliminary evaluation of the technical constraints of the internet and the sites on which the Customer wishes to collect data (“the Technical Evaluation”). It specifies the price, the proposed Products and Services, and the delivery deadline.

Stratalis reserves the right not to accept an order if the Specifications provided by the Customer lead to a negative Technical Evaluation.

If the technical constraints were to evolve in such a way that the provision of Products and Services as defined in the Quote becomes more difficult or more expensive, Stratalis reserves the right to send the Customer a modified Quote or a supplementary Quote based on a new Technical Evaluation, which may include an adaptation of the proposed Products and Services, delivery time and/or price.

The Products and Services delivered by Stratalis may include: • a data compilation service extracted automatically by software configured by Stratalis based on the Specifications and sent as a personalized file (the “File”), either on a one-time basis or on a recurring basis as part of a subscription (the “Data Collection Service”); • monitoring services for targeted sites to ensure the File is updated, offered as a subscription (the “Monitoring Services”); • custom robot software developed by Stratalis based on the Specifications and enabling automatic extraction, migration, manipulation or visualization of data (the “Software”); • a personalized internet browser extension developed by Stratalis based on the Specifications and facilitating data collection or insertion in a semi-automatic manner (the “Add-on”); • maintenance and update services for Software and Add-Ons, offered as a subscription (the “Maintenance Services”);

Orders are only binding on Stratalis from the moment the Customer has returned a scanned copy of the signed Quote by email and, unless otherwise agreed between the Parties, has made full payment for the order. Any order placed by the Customer and accepted by Stratalis cannot be cancelled or modified for any reason by the Customer, including in particular with regard to the Specifications, except with the express and prior agreement of Stratalis. In the absence of Stratalis’s agreement on the modification or cancellation, (i) no penalty may be claimed by the Customer in case of impossibility of execution or delivery delay and (i) Stratalis reserves the right to invoice the Customer for the price of the initial order in case of downward modification or cancellation of the order.

3. DELIVERY AND RECEIPT OF PRODUCTS

Product delivery is made by email, to the email address indicated by the Customer when ordering. Delivery is deemed to occur at the time of sending to the Customer by email (i) the File, regarding the Data Collection Service, or (ii) the download link and password, regarding the Software or Add-On. The transfer of risks on the Products occurs at the time of delivery. Regarding Products covered by a subscription, delivery occurs at the time of the first provision of the Product. Updates are performed automatically according to a method agreed between the Parties and are accessible via the link initially provided at delivery. They are guaranteed under the conditions defined in Article 5.

The delivery deadline is given by Stratalis as an indication, based on the Technical Evaluation. The Customer is informed that constraints related to automatic data collection on the internet may delay delivery by approximately two weeks from the indicated date. In case of delivery delay, the Customer is invited to send a notification to Stratalis at contact@stratalis.net. If Stratalis does not deliver within two weeks from this notification, and unless agreement on a new delivery deadline, the Customer will then be free to cancel the order if they wish. As long as this procedure is not followed, the Customer cannot terminate the contract for delivery delay, and no late penalty can be applied.

It is the Customer’s responsibility to verify, at the time of delivery, the functionality of the Products and their apparent conformity to the accepted order, and to ensure their backup by appropriate means, it being specified that Stratalis only undertakes to backup the delivered Products for a period of seven (7) days from delivery. If the delivered Products are incomplete, erroneous or defective, the Customer must issue clear, precise and complete reservations to contact@stratalis.net, within one week from delivery, specifying the order number, the Products concerned and the reason for the complaint.

Failure to follow the procedure described above in case of non-conformity will result in the delivery being deemed compliant with the order and the Customer’s complaint cannot be processed by Stratalis. Consequently, the Products cannot be returned, modified or repaired by Stratalis, except in case of application of the warranty defined in Article 5, and the Customer cannot refuse to pay the invoice for the Products. In any case, the Products can only be returned, repaired or modified if Stratalis is able to verify the validity of the Customer’s complaint and the Products have not been altered or deteriorated after their delivery to the Customer.

4. PRICE AND PAYMENT

As the Products and Services are personalized according to customer needs, the price is set in the Quote taking into account the Specifications indicated by the Customer. Where applicable, the Quote specifies the applicable taxes. Any modification of an order by the Customer may result in a price revision. In case of subscription, the monthly amount may be revised on an annual basis by Stratalis, with prior notification. The new price will come into effect the month following the notification. Any tax modification will be immediately reflected on invoices, without prior notification.

Unless otherwise agreed between the parties, orders are payable by bank transfer before execution of the order, based on an invoice sent by Stratalis.

In case of subscription, the invoice sent following the order includes the first month of subscription. Stratalis will then send the Customer at the beginning of each monthly period, the invoice for the subscription amount for the coming month. Subscription invoices are payable within two weeks.

Any late payment by the Customer automatically results, without formal notice being necessary, in the payment of late interest at a rate equal to the Bank of Mauritius key rate plus 6% per annum, calculated from the due date until full payment of the price, as well as a fixed recovery fee of MUR 1,500. When the recovery costs incurred exceed the amount of this fixed compensation, Stratalis reserves the right to request additional compensation, with supporting documentation. Furthermore, in case of late payment, Stratalis reserves the right to refuse, suspend or cancel access to Products and Services, until full payment of amounts due, and without prejudice to any other legal action.

5. WARRANTY AND LIABILITY

1. The Customer acknowledges that the mass data collection subject to their order is performed automatically on the internet by software configured at their request by Stratalis. Stratalis’s role is limited to configuring the software in accordance with the Specifications and, where applicable, providing the Customer with the raw data collected. Unless otherwise agreed in writing between the parties, Stratalis does not carry out any control over the data actually collected, including in particular concerning their relevance, accuracy, durability, completeness and legality, and disclaims all liability in this respect, subject to what is indicated in this article.

It is the Customer’s responsibility to verify that the Specifications they communicate to Stratalis and the use of the delivered Products effectively comply with applicable regulations and do not infringe the rights of third parties in the territory where the Customer intends to use the Products. Stratalis disclaims all liability concerning (i) the configuration of Products and Services in accordance with the Customer’s Specifications, (ii) Stratalis’s use of the Customer’s identification data to collect data on target sites, and (iii) the Customer’s use of data collected through the Products and Services.

2. The Customer declares that they are fully aware of the characteristics and constraints of the Internet in general and of the websites targeted in their Specifications, including in particular data volatility, and that they are required to process and use the received data with all the caution required by the exercise of their professional activity. In particular, the Customer acknowledges (i) that automatic data collection may occasionally lead to errors, despite all the care taken by Stratalis to ensure the quality of the data collection process by its software and (ii) that Software, Add-Ons and Files have a short lifespan and that regular updates are necessary to ensure the proper functioning of the collection process and the relevance of the collected data.

Stratalis cannot therefore be held liable for:

• total or partial inaccuracy up to 1% per field or column, or non-exhaustiveness of collected data up to 10% per targeted website;
• temporary or permanent interruptions of collection or access to data, in case of technical problems affecting internet navigation in general and access to targeted sites in particular;
• the impossibility of collecting data in case of implementation of protections or technical constraints by the operators of targeted websites;
• installation, storage, manipulation, backup and non-compliant use of Products and Services after delivery.
• malfunctions of Software and Add-Ons occurring after delivery and resulting from an evolution of the constraints identified in the Technical Evaluation;

3. Subject to what is indicated in paragraphs 1 and 2, if the Customer were to find (i) malfunctions of Software and Add-Ons resulting from a design or configuration defect or (ii) inaccuracies in the data collected and delivered in a proportion greater than 1% per field or column, or (iii) non-exhaustiveness of collected data in a proportion greater than 10% per targeted website, it is their responsibility, under penalty of forfeiture, to notify these defects in detail to Stratalis at contact@stratalis.net within a maximum period of seven (7) days from their discovery and to give Stratalis all information and facilities necessary to verify these defects.

Where applicable, Stratalis undertakes to repair or replace the Product whose non-conformity has been demonstrated by the Customer or, if repair or replacement is impossible, to refund it, without the Customer being able in this case to claim damages for any cause whatsoever. In all cases, and unless otherwise provided by law, Stratalis’s liability is limited to damages caused directly by a breach that is demonstrated to be exclusively attributable to Stratalis. Where applicable, this liability shall not exceed the amount of the price paid by the Customer for the Products and Services.

The Customer acknowledges that the prices agreed in the Quote reflect the limitations of liability and warranty referred to in the Agreement and that they have the possibility, in cases not covered by the warranty, (i) to request a Supplementary Quote for the modification of Products and Services, in which case this will be invoiced at the price set in the Supplementary Quote or (ii) to take out a subscription to a Maintenance or Monitoring Service, in which case the modification or update of Products and Services may be covered by the subscription according to the formula chosen by the customer in the Quote.

6. FORCE MAJEURE

Stratalis reserves the right to suspend, delay, modify or cancel the execution of orders in case of force majeure as defined by law and case law. Stratalis will promptly inform the Customer of the occurrence of a force majeure event at the email address indicated by the Customer in the order and will demonstrate the force majeure with documented evidence. Insofar as a Force Majeure event is duly established, the parties will consult immediately to find an equitable solution, and will deploy all reasonable efforts to minimize the consequences of the event. In the absence of specific agreement between the parties, the execution of the order is suspended for the duration of the delay caused by the Force Majeure event and the execution period is automatically extended for an equal duration. In case of Force Majeure, Stratalis’s liability cannot be engaged and no compensation can be applied to it.

7. INTELLECTUAL PROPERTY

All intellectual property rights relating to the stratalis.net website and to the Software and Add-Ons delivered by Stratalis belong exclusively to Stratalis, subject to any intellectual property rights that may belong to a third party and for which Stratalis has obtained the necessary assignments of rights or authorizations. When the order includes Software and Add-Ons, Stratalis grants the CUSTOMER a non-exclusive license for the use of these Software and Add-Ons within their company, in order to collect data in accordance with the Specifications.

Neither the rights on Software and Add-Ons granted by Stratalis nor the delivery of Files resulting from the Data Collection Service confer a property right to the Customer on the collected data, including in particular the right to use this data. On this point, it is reminded to the Customer that Stratalis limits itself to making available legal tools facilitating data collection and/or to configuring these tools to meet the Customer’s Specifications, following a preliminary Technical Evaluation. Stratalis waives any claim to its own intellectual property rights on the data delivered to the Customer, but provides no guarantee regarding possible third-party rights on this data.

It is the Customer’s responsibility, as data controller, to verify from a legal point of view the possibility of collecting and using this data on a case-by-case basis, depending in particular on the nature of the data collected, the terms of use of the targeted sites, and the intellectual property rights that these sites might hold on all or part of the collected data, as well as to obtain authorization from the sites, companies or persons whose data has been collected for the intended uses. Stratalis disclaims all liability in case of complaint, control or procedure introduced by a third party or an authority resulting from the use of data collected by the Customer. Where applicable, the Customer indemnifies Stratalis for any damage that might result from the execution of the Customer’s Specifications.

8. CONFIDENTIALITY

The term “Confidential Information” means all technical, commercial and financial information of Stratalis in the broadest sense, written or not, which may be brought to their knowledge as a Customer in the context of the execution of the Agreement, or which could be disclosed to them by Stratalis, regardless of how they are disclosed, including, without this list being limiting, the content of the Agreement, the Technical Evaluation and all exchanges that occurred during the negotiation, configuration and use of Products and Services of any nature whatsoever, as well as any information on the Products and Services, strategy, tools, prices and partners of Stratalis.

Unless contrary written agreement from Stratalis or legal obligation, the Customer undertakes to keep confidential all Confidential Information, not to use Confidential Information for purposes other than the execution of the Agreement and not to disclose or reveal this Confidential Information to third parties other than those employed by the Customer or acting on their behalf who need to know the Confidential Information because they participate directly in the execution of the Agreement and who agree in writing to be bound by confidentiality to the extent provided by this article. These obligations apply for a period of five (5) years following the end of the contract, whatever the reason.

9. PERSONAL DATA

Stratalis undertakes to comply with the provisions of the European Data Protection Regulation of April 26, 2016 (GDPR) in the context of executing the Agreement:

• Regarding the Customer’s identification data, as communicated when ordering, this data is processed only when necessary to ensure the proper execution of the contractual relationship. It will only be kept for the time reasonably necessary to achieve the purposes for which it is processed. The Customer who has communicated their data in the context of this contractual relationship has the right to access, rectify, delete, object, limit processing and portability of their data. This right can be exercised at any time, it being understood that its exercise may impact the proper execution of the contractual relationship. Any person can exercise these rights by sending an email to contact@stratalis.net. In addition, the right to file a complaint with the competent data protection authority is provided for by the GDPR in case of non-compliance.

• Regarding Products and Services, Stratalis only collects personal data as part of its Data Collection Service, when this data is public, and only when strictly necessary to meet the Customer’s Specifications. Where applicable, the collection of personal data is subject to a specific mention in the Quote concerning the nature and purpose of the collection, the data collected and the category of persons concerned, and is governed by a subcontracting agreement.

In the absence of a specific subcontracting agreement, the Customer hereby accepts (i) that Stratalis acts as a simple subcontractor of the Customer, regarding data collection to the exclusion of any other processing, (ii) that Stratalis’s role is limited, as a technical intermediary, to configuring software to proceed with automatic collection of personal data specifically requested by the Customer, and (iii) that it is the Customer’s responsibility as data recipient and data controller, to verify the compliance of personal data collection and any subsequent processing of data with the GDPR.

In this regard, it is specified that any File delivered to the Customer by Stratalis is deleted within seven (7) days from delivery, so that Stratalis, in any case, does not proceed with secure storage of collected personal data beyond what is strictly necessary to ensure collection on behalf of the Customer and delivery to the Customer in accordance with the Agreement. It is the Customer’s responsibility, at the latest at the time of first use of the collected personal data, to obtain the prior, free, specific and informed consent of the persons concerned and to provide them with all the information required by the GDPR in order to exercise their consent.

10. COMPLAINTS AND COMMUNICATIONS

Stratalis provides customer support that can be reached every working day from 10 a.m. to 5 p.m. (PARIS time) at the following telephone number at no cost other than that of a telephone call: +33 (0)4 84 490 707. All complaints can also be sent to Stratalis – Chemin 20 Pieds – Grand Baie – Mauritius or by sending an email to contact@stratalis.net.

The parties expressly agree (i) that an electronic document signed and scanned, sent to contact@stratalis.net or to the address indicated by the Customer in their Order, is equivalent to a written document signed by the issuing person and (ii) that an email sent to these addresses can prove the content of the exchanges they have regarding the Agreement.

11. TERMINATION AND SUSPENSION

Each party may immediately terminate the commercial relationship with the other party by sending a registered letter with acknowledgment of receipt in case of (i) serious breach by one party of its obligations, which it has not remedied within one month from the sending of a formal notice by the other party (assuming it can be remedied); (ii) bankruptcy, liquidation or opening of judicial reorganization proceedings of one of the parties; (iii) force majeure, in the event that it makes the delivery of Products and Services permanently impossible, even in a modified form.

In case of subscription, the following rules also apply:

• Unless specific agreement between the parties, subscriptions are taken out for an indefinite period. The Customer may terminate their subscription at any time by sending an email to contact@stratalis.net. The termination will take effect the month following the sending of this email.
• In case of non-payment, Stratalis may, after sending an email demanding payment that has remained without effect for 48 hours, suspend the subscription until full payment without the Customer being able to claim any refund or price reduction on this account.

In case of termination, orders placed by the Customer outside of a subscription formula and previously accepted by Stratalis will remain due, unless otherwise agreed between the parties.

12. SEVERABILITY

To the extent possible, the provisions of the Terms will be interpreted as being valid and producing their effects under applicable law. If one or more provisions of the Terms are deemed null, illegal or without effect (in whole or in part), the rest of the provision and the Terms will not be affected and will continue to apply fully as if the null, illegal or ineffective provision(s) had never existed. Where applicable, the parties agree to negotiate in good faith to modify the null, illegal or ineffective provision(s) or any part thereof and/or agree on a new provision that embodies as closely as possible the objective of the null, illegal or ineffective provision(s).

13. APPLICABLE LAW – JURISDICTION

All problems, questions and disputes concerning the validity, interpretation, performance, execution and termination of the Agreement, including in particular the Quote and the Terms, will be governed by and interpreted in accordance with Mauritian law.

If a dispute arises between the parties due to the Agreement or the Terms or in connection therewith, Stratalis and the Customer will endeavor in good faith to resolve it through negotiation. If the matter is not resolved within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through mediation proceedings.

If the matter is not resolved within 90 days of the start of the mediation proceedings, all disputes will be submitted to the exclusive jurisdiction of the Mauritian courts, which alone have jurisdiction, even in the case of multiple defendants or third-party proceedings. The foregoing does not prevent the parties from initiating summary proceedings if the matter is urgent.

Date of last modification: 10/08/2021