- THE COMPANY ORGANISING THE REFERRAL PROGRAM
The referral program (the “Referral Program”) is organized by OPSIMA, a simplified joint stock company with its registered office at 231, rue Saint-Honoré – 75001 Paris, registered with the Paris Trade and Companies Register under number 933 936 288 (“OPSIMA”).
OPSIMA publishes and operates a SaaS software solution accessible at the following address: www.opsima.ai , the purpose of which is to help companies optimize their cloud-related costs (the “Solution”).
- OBJECT
The purpose of the present referral agreement (the “Referral Agreement”) is to define the conditions under which the Referrer may bring clients to OPSIMA and obtain a reward in return.
- DEFINITIONS
For the purposes hereof, the following definitions apply:
- “Referee”: any legal entity introduced by the Referrer to OPSIMA (i) who could be likely to subscribe to its Solution, (ii) who meets the conditions set out in article "Conditions for making Referral".
- “Referrer”: the physical person with full legal capacity who accepts the present Referral Agreement in order to bring a Referee to OPSIMA and who is capable of receiving rewards from OPSIMA in return.
- “Referral”: any presentation of a Referee by the Referrer to OPSIMA, which meets the conditions set out in the present Referral Agreement and more particularly in article " Conditions for making Referral".
- ACCEPTANCE OF THE REFERRAL AGREEMENT
The Referrer accepts the Referral Agreement by clicking the submit button on OPSIMA’s referral submitting page accessible on OPSIMA’s website at the following link: https://www.opsima.ai/ (the “Referral Page”) each time the Referrer wish to submit a Referee to OPSIMA.
If the Referrer does not accept the entire Referral Agreement, the Referrer cannot access to OPSIMA’s Referral Program and make Referrals.
- CONDITIONS FOR MAKING REFERRAL
- Regarding the process
Regarding the process, for a Referral to be complete, the Referrer must present a Referee to OPSIMA
subject to all of the following cumulative steps:
- The Referrer has completed all the information requested by OPSIMA on the Referral Page;
- The Referrer presents and introduces the Referee to OPSIMA; this presentation may be made by any written means;
- The Referrer allows the organization of a call or a physical presentation between OPSIMA and the Referee (the “Presentation Date”).
- Regarding the Reeree
A Referral occurs if the Referee fulfils all of the following conditions:
- The Referee is a legal entity that uses AWS as a cloud infrastructure, and whose contract with AWS represents a value greater than or equal to 100,000 euros excluding VAT per year (assessed over last 12 months).
- The Referee has never been in discussions with OPSIMA or introduced by an agent, broker, or any other person in the 6 months preceding the Presentation Date;
- The Referee has never entered into a contract with OPSIMA before;
- The Referee enters into an agreement with OPSIMA regarding the subscription to OPSIMA’s Solution (and not exclusively for a pilot project) (the “Contract”) within 6 months of the Presentation Date. The Contract shall be the issuance of an initial invoice from Opsima (post pilot phase if any).
OPSIMA has complete freedom to accept or reject Referee presented by the Referrer, for any reason whatsoever, without this giving rise to any reward to the Referrer.
In the event of acceptance, OPSIMA must express its approval in writing in order to establish, in the event of a dispute, whether a Referral has indeed taken place.
- DURATION
The provisions of the Referral Agreement apply from the date of its acceptance by any Referrer and for the entire duration necessary for a Referee to subscribe to an OPSIMA Contract until the full payment of the reward due to the Referrer for their Referral. It is specified that this acceptance and this duration apply only to the Referral in question, which the Referrer accepts.
- THE REWARD
- Referral reward amount and terms
For each Referral made under the Referral Agreement, the Referrer will receive an Amazon voucher worth 1000 euros.
The Referrer cannot participate to the Referral Program if he has already received 4 rewards under this Referral Agreement.
The validity period of the voucher will be specified on the voucher itself, subject to Amazon’s terms and conditions.
The reward will be sent by email to the Referrer by OPSIMA at the email address mentioned on the Referral Page, within 30 days following the Referee’s first monthly payment under its Contract with OPSIMA (excluding pilot phase).
Nevertheless, the reward will only be paid on the condition that OPSIMA has received the sums due from the Referee under the Contract with OPSIMA.
- Non-Retroactivity of the reward
No reward can be given to the Referrer when a prospect, after subscribing to the Solution, indicates that they subscribed because of a recommendation from a third party, without that third party having gone through the Referral Program.
- REFERRER’S OBLIGATIONS
The Referrer agrees not to use the Referral Program fraudulently, abusively, improperly, or maliciously.
Referrer is prohibited from implementing or attempting to implement any process that does not comply with the principles of these rules and, more generally, any reprehensible or fraudulent behaviour.
Specifically, the following are strictly prohibited:
- Any new subscription by the Referee does not, under any circumstances, entitle the Referrer to a new reward within the Referral Program;
- Any monetization, sale, or, more generally, any commercial exploitation of the reward.
The Referrer agrees to make its best efforts to promote OPSIMA to the Referee in a manner that favourably reflects OPSIMA's services, name, and reputation at all times.
The Referrer agrees not to make any representations or warranties to the Referee regarding the specifications, features, or capabilities of OPSIMA's Solution that are inconsistent with OPSIMA's commitments.
Referral Program rewards are not cumulative with business referral commissions owed by OPSIMA under any other business referral agreement concluded with the Referrer.
The Referrer is solely responsible for the proper completion of all formalities, including administrative, tax, and/or social, and for all payments of contributions, taxes, or duties of any kind that are due in connection with the performance of the Contract. OPSIMA shall not be held liable in any way in this regard.
If the Referrer receives rewards thanks to OPSIMA for a total amount equal to or greater than €5,000 exclusive of tax, the Referrer shall provide OPSIMA as soon as the total amount of the reward is at least EUR 5,000 excluding VAT the following documents:
- a document attesting to the company's registration dated less than 3 months ago (identification card in the case of registration with the trade register, K or K bis extract in the case of registration with the RCS),
- an up-to-date certificate of vigilance attesting to the provision of social declarations from the social protection body responsible for collecting social contributions.
- if the Referrer employs foreign employees subject to a work permit in France, a list of the names of these employees including the surname, first name, nationality, type and number of the work permit.
Expenses personally incurred by the Referrer will not be borne by OPSIMA and will remain the sole responsibility of the Referrer.
A Referrer may only refer the same Referee once to OPSIMA under the Referral Program. Similarly, any unsubscription followed by a subsequent re-registration by the Referee on OPSIMA’s Solution will not give rise to any compensation for the Referrer.
The Referrer may also implement, at its own expense, any advertising or promotional activities it wishes to undertake, provided that these activities do not harm OPSIMA's brand image or its services.
To this end, the Referrer agrees to provide OPSIMA with prior approval of all communication materials other than those made available to it by OPSIMA, before their use.
The Referrer agrees to promptly inform OPSIMA of any dispute or difficulty it may encounter regarding the promotion of its Solution,
Only Referrer who comply with these rules and the present Referral Agreement will be eligible for a reward.
In the event of fraud or a breach of these obligations by a Referrer, OPSIMA may prohibit them from participating to OPSIMA's Referral Programs in the future or to subscribe to the Solution.
- EVIDENCE AGREEMENT
OPSIMA has implemented the necessary technical means to demonstrate participation in the Referral Program. It is therefore agreed that, except in the case of manifest error, the data contained in OPSIMA's information systems shall be considered conclusive evidence of connection identification and information related to computer submitting a referral.
The parties expressly acknowledge and accept that the data collected on OPSIMA's computer equipment shall be considered proof of the actions carried out within the Referral Program.
- PERSONAL DATA
Each party undertakes to comply, as far as it is concerned, with the applicable regulations on personal data processing, in particular the French Data Protection Act of 6 January 1978 in its latest amended version and the General Data Protection Regulation (regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016) (together the "plicable Regulations").
Within the Referral Agreement, OPSIMA and the Referrer are respectively data controllers for the processing of personal data collected from Referee, each within their scope.
In this context, the Referrer shall be held liable for the processing of Referee’s personal data until their transmission to OPSIMA. Then, OPSIMA shall be held liable for the processing of Referee’s personal data transmitted by the Referrer.
As data controllers, each party undertakes to:
- define the legal basis applicable to the processing of personal data within its own scope;
- ensure that data subjects have received the appropriate information related to the processing on their personal data, in particular on the purposes and transfers;
- ensure the deployment, under its exclusive responsibility, of appropriate technical and organisational measures to guarantee the security, confidentiality and integrity of personal data, in particular against any risk of destruction, loss, corruption, misappropriation or unauthorised disclosure;
- implement appropriate procedures to receive and manage requests from data subjects relating to their rights concerning their personal data;
- implement appropriate procedures for detecting, alerting, and notifying any personal data breach;
- ensure its own subprocessors and tools have taken appropriate data protection measures;
- ensure the supervision of possible cross-border transfers in accordance with the Applicable Regulations;
- cooperate with each other and to provide each other with any information or documents that may be useful in order to comply with the Applicable Regulations;
- undertake respectively (i) to enter into a contract with their subprocessors who collect and process personal data on their behalf that comply with the Applicable Regulations and (ii) to ensure that these subprocessors implement appropriate technical and organisational measures in accordance with the Applicable Regulations.
The Referrer guarantees that personal data of the Referee transmitted to OPSIMA are collected in a lawful, fairly and transparent manner in accordance with the Applicable Regulations. The Referrer also guarantees that data subjects have given their consent to the processing of their personal data by OPSIMA whether the collection of such consent is required by the Applicable Regulations.
OPSIMA shall not be held liable for the processing performed by the Referrer prior to the transmission of the Referee’s personal data to OPSIMA.
- MODIFICATION AND TERMINATION OF THE REFERRAL PROGRAM
OPSIMA may modify, suspend, or terminate the Referral Program at any time and without prior notice, and will indicate this on the OPSIMA Referral Program page. In this case, OPSIMA will not be liable to the Referrers. However, if OPSIMA modifies or terminates the Referral Agreement, existing referrals will be maintained, and Referrers will be entitled to the terms and benefits of their current referral.
OPSIMA cannot be held responsible if, due to force majeure or justified necessity, it is required to prematurely terminate the Referral Agreement, or to modify its conditions.
- GOVERNING LAW AND JURISDICTION
This Referral Agreement is governed by and construed in accordance with French law.
In the event of any dispute between the parties concerning its validity, interpretation, or performance, the parties shall endeavor to resolve their dispute amicably. If no agreement is reached within one month of the first written notification from one party to the other regarding the dispute, the matter shall be submitted to the exclusive jurisdiction of the courts of Paris, France, including in cases involving multiple defendants and third-party claims.