Terms of Use and Sale

Purpose and acceptance

The purpose of these general terms and conditions of use and sale (hereinafter the “T&Cs”) is to define the conditions under which the task management and knowledge base SaaS software named Shaire (hereinafter the “Service”), as well as the associated website, are provided by INVERT, a simplified joint-stock company (société par actions simplifiée) with a share capital of 1,000 euros, registered with the Trade and Companies Register of Rennes under number 953 733 615, whose registered office is located at 23Q rue Jean-Baptiste Barré, 35000 Rennes, France, and whose intra-community VAT number is FR05953733615 (hereinafter the “Publisher”). The full legal notice is on a dedicated page of the Site.

The creation of a workspace or the subscription to the Service implies the express, full and unreserved acceptance of these T&Cs by the professional client (hereinafter the “Client”). The Service is strictly reserved for natural or legal persons acting for professional purposes. The Client guarantees that they are acting within the scope of their commercial, industrial, craft, liberal or agricultural activity.

Definitions

In these T&Cs, capitalised terms have the following meanings:

• “Client”: the professional natural or legal person who subscribes to the Service.
• “Contents”: all data, texts, files, information and documents imported, entered or created by the Client and their users within the Service.
• “Service”: the Shaire software solution published by the Publisher, accessible in SaaS mode via the web application, including the public API and documentation.
• “Site”: the showcase website accessible at https://shairelabs.com.

Description of the Service and changes

The Service allows the Client to combine task management and a knowledge base in a single workspace. The account is personal. The billing unit is the workspace, and not the user.

The Publisher reserves the right to develop the Service, to modify, add or remove functionalities, in order to improve its use or adapt it to technical developments. Any functionality presented as experimental or in beta version is provided as is, without any warranty, and may be removed at any time.

Access, account and credentials

Access to the Service requires the creation of an account and a workspace. The Client may choose to connect via a Google account.

The Client is solely responsible for managing access, the permissions granted within their workspace (by team or by folder) and the optional integrations they decide to activate (such as GitHub or GitLab). The Client guarantees the confidentiality of their users’ credentials. Any action carried out from the Client’s workspace is deemed to have been performed by the Client. In the event of loss, theft or unauthorised use of credentials, the Client undertakes to inform the Publisher without delay.

Terms of use and prohibitions

The Client undertakes to use the Service in a reasonable manner and in accordance with its intended purpose. The Client is strictly prohibited from:

• attempting to bypass security measures or testing the vulnerability of the Service without express authorisation;
• using the Service to send unsolicited mail or distribute malicious code;
• hindering the proper functioning of the Service or imposing a disproportionate load on the Publisher’s infrastructure;
• granting, renting, sub-renting or transferring their right to use the Service to a third party.

The Publisher reserves the right to suspend access to the Service in the event of a serious breach by the Client of these obligations.

Client Contents

The Client remains fully owner of all Contents that they upload or create in the Service. They grant the Publisher and its subcontractors a non-exclusive, worldwide and free licence, strictly limited to what is technically necessary to host, store, reproduce and display the Contents in order to provide the Service.

The Client is solely responsible for their Contents, their accuracy and their lawfulness. They guarantee that they hold all the rights and authorisations necessary to use them within the Service.

Offers, prices and ordering

The Service proposes several offers: a free offer, paid offers subscribed to online (monthly or annual), as well as a custom quote offer. There is no trial period for the paid offers.

The applicable prices are those displayed excluding taxes on the Pricing page of the Site at the time of the order. Offers subscribed to online are invoiced and paid by bank card via the payment service provider Stripe. The Publisher does not store any bank card number. Prices are expressed excluding taxes and value added tax is applied at the current rate; a taxable Client established in another Member State of the European Union who provides a valid intra-community VAT number is invoiced under the reverse charge mechanism. The custom quote offer is subject to specific invoicing. In the event of a change of offer during the subscription, the pricing is adjusted and pro-rated by the payment service provider according to its applicable rules.

Payment, renewal and late payment

The subscription is concluded for the selected duration (month or year) and is tacitly and automatically renewed at expiry for an identical duration, unless terminated.

In the event of a failed direct debit, automatic reminders are issued. If the payment is still not regularised at the end of these reminders, the paid subscription is automatically terminated by right and the workspace automatically switches to the free offer.

In accordance with Article L. 441-10 of the French Commercial Code, any late payment automatically entails, from the day following the due date and without prior formal notice, the immediate payment of late payment penalties calculated at the rate of three times the legal interest rate, as well as a fixed indemnity for recovery costs in the amount of 40 euros. The Publisher reserves the right to claim additional compensation if the recovery costs incurred exceed this amount.

Duration, termination and suspension

The Client may terminate their paid subscription at any time from the billing area accessible in their workspace settings. The termination takes effect at the end of the current billing period, which remains payable in full. No pro rata refund is granted. At the end of this period, the workspace automatically switches to the free offer.

The Publisher may suspend or terminate the subscription by right in the event of a breach by the Client of their obligations, after sending a formal notice that has remained unsuccessful, or immediately in the event of a justified emergency (security breach, unlawful content).

What happens to data when the contract ends

In the event of the permanent closure of a workspace on the initiative of the Client or the Publisher, the subscription is terminated immediately. The Client’s Contents are kept for a period of thirty days, during which time the Client may restore their workspace. At the end of this period, all Contents are permanently destroyed.

The Service does not include any export function. A Client who wishes to keep a copy of their Contents must create it themselves by means of the public API, before the closure of their workspace or during the thirty-day period that follows.

Availability, maintenance and support

The Service is provided under a best-efforts obligation (obligation de moyens), not an obligation to achieve a result. The Publisher endeavours to ensure optimal availability of the Service, but makes no service-level commitment (SLA), no committed availability figure and no recovery-time commitment. No credit note or penalty may be demanded by the Client.

The Publisher performs technical backups for its own operational needs. These do not in any way constitute a backup service made available to the Client, and the Publisher guarantees neither their frequency, nor their exhaustiveness, nor the restoration of all or part of the Contents at the Client’s request. It is the Client’s responsibility to keep their own copies, under the conditions provided for in the “Fate of data at the end of the contract” article.

The Publisher reserves the right to temporarily interrupt access to the Service for maintenance, correction or update operations. These operations will be carried out without notice in the event of an emergency.

Minimal support is provided by the Publisher on a best-efforts basis, with no guaranteed response time, exclusively by e-mail to the address shairelabs@proton.me, in French or English. This support is limited to technical assistance and excludes taking control, configuration, training, specific developments or the recovery of data deleted by the Client.

Intellectual property

The Publisher is and remains the exclusive holder of all intellectual property rights relating to the Service, the application, the Site, the API, as well as their codes, architectures and graphic elements.

The Publisher grants the Client a personal, non-exclusive, non-assignable and non-transferable right to use the Service for their professional needs, limited to the duration of the subscription. The Client refrains from copying, modifying, decompiling or extracting all or part of the elements of the Service.

Personal data

The personal data of the Client’s users are processed in accordance with the applicable regulations (in particular the GDPR). The conditions relating to the processing of these data, including the commitments of the Publisher as a data processor (within the meaning of Article 28 of the GDPR) for the data hosted in the Client’s workspace, are set out in the Publisher’s Privacy Policy. Acceptance of these T&Cs constitutes acceptance of this data processing agreement.

The data-protection contact may be reached at the address: shairelabs@proton.me.

The Publisher uses a single functional cookie on the Site to remember the chosen language. No audience analysis tool or advertising tracker is used.

Confidentiality

Each party undertakes to keep strictly confidential the information, documents and data of the other party of which it becomes aware during the performance of the contract, and not to disclose them without its prior written consent, unless such disclosure is required by law or by a competent authority.

Liability

The Publisher’s liability may only be incurred in the event of a proven fault within the framework of an obligation of means.

Under no circumstances may the Publisher be held liable for indirect damages suffered by the Client, such as, without being limited to, loss of turnover, loss of profits, loss of clientele, loss of an opportunity, loss of data, damage to brand image or any action brought against the Client by a third party.

In any event, if the Publisher’s liability were to be recognised, it is expressly limited and capped at the total amount excluding taxes of the sums actually paid by the Client for the subscription in question during the twelve months preceding the event giving rise to the damage.

The foregoing stipulations do not apply in the event of gross negligence, wilful misconduct or bodily injury, for which the Publisher’s liability remains governed by the general rules of French law.

Force majeure

The Publisher may not be held liable for a delay or a failure in the performance of its obligations if this delay or failure is due to a case of force majeure, as defined by Article 1218 of the French Civil Code and by the case law of the French courts. The occurrence of a case of force majeure suspends the performance of the Publisher’s obligations.

Subcontracting and assignment

The Publisher is authorised to use subcontractors for the performance of all or part of its obligations. The up-to-date list of subsequent subcontractors, their function and the place of processing appear in the Privacy Policy, which is the only source of this list. The Publisher remains responsible for the performance of the services entrusted to its subcontractors.

The Publisher reserves the right to assign or transfer, free of charge or for consideration, all or part of its rights and obligations hereunder to any company of its choice, in particular in the event of a merger, demerger or change of control.

Commercial references

Unless express opposition is notified by the Client, the Publisher is authorised to cite the Client’s company name, their trade name and their logo as a commercial reference on the Site and its communication materials, for the duration of the contract.

Modification of the T&Cs

The Publisher reserves the right to modify these T&Cs at any time. Any substantial modification having an adverse impact on the Client’s rights will be notified to them by e-mail or via the application with a reasonable notice period of at least thirty days before it comes into force.

If the Client refuses these modifications, they will have the right to terminate their subscription free of charge before the new T&Cs come into force. In the absence of termination within this period, the Client will be deemed to have accepted the new terms.

Evidence

The Client accepts that the computerised registers and connection logs kept in the Publisher’s computer systems are authentic between the parties and constitute valid and enforceable evidence of the conclusion of the contract, the exchanges and the actions carried out by the Client on the Service.

Applicable law and jurisdiction

These T&Cs and the operations arising from them are governed by French law.

These T&Cs are drafted in French. Any translation is provided for convenience; in the event of a discrepancy between the French version and a translated version, the French version shall prevail.

In the event of a dispute relating to the formation, interpretation, performance or termination of these terms, the parties will endeavour to find an amicable solution. Failing an amicable agreement, EXPRESS JURISDICTION IS ATTRIBUTED TO THE TRIBUNAL DE COMMERCE DE RENNES, including in the event of multiple defendants, a third-party claim or emergency proceedings.