We are RAIL which operates under the trade name (“KANOP”), a French Simplified Joint Stock Company (“Société par actions simplifiée”), registered under number 899308878 with the Registry of Trade and Companies of Evry, whose head office is located at 3 rue Joliot Curie - 91190 Gif-sur-Yvette. You can contact us at the following e-mail address: email@example.com
2. What do we propose?
We offer services to measure, thanks to artificial intelligence solutions and satellite images, the impact on the climate of nature-based projects, which are projects made of actions to protect, sustainably manage, or restore natural ecosystems, that address societal challenges such as climate change, human health, food, and water security, and disaster risk reduction effectively and adaptively, simultaneously providing human well-being and biodiversity benefits (the "Services") through the web application https://app.kanop.io/ and its API (the "Application").
3. What documents govern our contractual relationship?
Our contractual relationship is governed, in descending hierarchy, by the following documents:
The quotation (the "Quotation")
It’s established on the basis of your needs
You must accept it in writing (including by email) within 30 days of its issue. This acceptance implies acceptance of the Terms and Conditions in their version in force at the date of the Quotation
In case of contradiction, the Quotation shall prevail over the Terms and Conditions
In case of contradiction, the most recent Quotation shall prevail over the oldest one(s)
The Terms and Conditions (the « Terms and Conditions »)
Our obligations and yours.
You can find them via a direct link at the bottom of the Application.
The purchase order(s)
The Quotation may be followed by the issue of purchase order(s) which must be validated by us.
In case of contradiction, the Quotation shall prevail over the Terms and Conditions which shall prevail over the purchase order(s)
4. What are the conditions for accessing our Services?
Will have access to your personal data: (i) You area legal person acting through a natural person who has the power or authority to enter into a contract in your name and on your behalf; and (ii) You are a professional, understood as any natural or legal person acting for purposes relating to his commercial, industrial, handmade, liberal or agricultural activity, including when acting in the name of or on behalf of another professional.
5. How to subscribe to our Services?
You must fill in the form provided for this purpose on the Application.
You must provide us with all the information marked as mandatory.
Registration automatically opens an account in your name (the "Account") which allows you to access our Services using your login and password.
6. How can your users use our Services?
6.1 Free trial period
Once your Account has been created, you have the possibility to import data concerning nature-based projects (the “Projects”) for free in the Application.
6.2 Sending of a Quotation adapted to your Projects
The data that you import into the Application concerning your Projects allows us to send you a Quotation adapted to your needs.
When you accept the Quotation, you can then create accesses for additional users ("Users").
You are solely responsible for creating access for Users and for their personal use of the Application.
7. How to access to our Services?
You can access our Services by going directly to the Application, and then by using the API that we provide to you and that you must integrate into your IT system. The link to the API and the related integration documentation is provided on the Application.
8. What are the Services?
8.1 Our Services
Before subscribing, you can read the characteristics of our Services on our Application.
that you are aware of the characteristics and constraints of our Services, in particular the technical ones,
that the implementation of the Services requires a connection to the Internet and that the quality of the Services depends on this connection, for which we are not responsible.
The Services to which you have subscribed are described in the Quotation.
In particular, you have access to the following Services:
possibility of importing data concerning the Project into the Application;
measurement of the impact on the climate of the Project imported into the Application thanks to an artificial intelligence solution and satellite images;
access to a dashboard allowing to follow the indicators and to measure the impact of the Project during its realization;
access via the dashboard to reporting data on the evolution of the Project.
We reserve the right to offer any other Service.
Any request to modify the subscribed Services must be the subject of an additional Quotation.
8.2 Our additional services
You benefit from corrective and upgradable maintenance for the duration of the Services. Access to the Application may be limited or suspended for planned maintenance purposes.
With respect to corrective maintenance, we will use our best efforts to provide you with corrective maintenance to fix any malfunction or bug found on the Application.
Regarding the upgradable maintenance, you benefit during the duration of the Services from an evolving maintenance, which we may perform automatically and without prior notice, and which includes improvements of the functionalities of the Application and/or technical facilities used within the framework of the Application (aiming at introducing minor or major extensions).
Access to the Platform may also be limited or suspended for planned maintenance, which may include corrective and/or upgradable maintenance services.
We provide, under the terms of a due care, the hosting of the Application, as well as the data produced and entered on the Application, on its servers or through a professional hosting provider, and on servers located in a territory of the European Union.
9. For how long do you subscribe to our Services?
You subscribe to our Services for the duration indicated in the Quotation.
10. What are our financial conditions?
10.1 What are the prices of our Services?
The prices of the Services to which you have subscribed are set out in the Quotation.
When you subscribe to our Services on a subscription basis, any period started is due in its entirety.
We are free to offer promotional offers or price reductions.
Our prices can be revised at any time under the conditions of the article "How can we modify our Terms and Conditions?”
10.2 What is our billing and payment terms?
Our invoicing and payment terms are specified in the Quotation. Payment is implemented through the payment service provider indicated on the Application. You guarantee that you have the necessary authorisations to use this method of payment.
10.3 What are the consequences of late or non-payment?
In the event of default or delay in payment, we reserve the right, from the day after the due date shown on the invoice, to:
To declare all sums owed by you to us to be in arrears and immediately payable,
Immediately suspend the Services in progress until full payment of the amounts due,
Invoice for our benefit an interest on arrears equal to 3 times the legal interest rate, based on the amount of the sums not paid on the due date and a fixed indemnity of 40 euros for collection costs, without prejudice to additional compensation if the collection costs actually incurred exceed this amount.
11. What are our respective intellectual property rights and what are we allowed to do?
The Application is our property, as are the software, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, etc.) that we use. They are protected by all intellectual property rights or database producers' rights in force. The license we grant you does not entail any transfer of ownership.
You and the Users benefit from a non-exclusive and non-transferable license to use the Application in SaaS mode for the period set out in the article "For how long do you subscribe to our Services?”
As an exception to this section, we may use our respective names, trademarks and logos and refer to our respective platforms as commercial references for the duration of our contractual relationship and 3 years thereafter.
12. What are your obligations and what are you responsible for?
12.1 Concerning the provision of information
You agree to provide us with all information necessary to subscribe to and use the Services.
12.2 Concerning the provision of information
guarantee that the information provided in the form is accurate and undertake to keep it up to date,
acknowledge that this information is proof of your identity and is binding on you as soon as it is validated
are responsible for maintaining the confidentiality and security of your login and password. Any access to the Application using your username and password is deemed to be made by you.
You must contact us immediately using the contact details set out in the "Who are we" section if you become aware that your Account has been used without your knowledge. You acknowledge that we shall have the right to take any appropriate action in such a case.
You are solely responsible for creating access for Users.
12.3 Concerning the use of the Services
You are responsible for your use of the Services and any information you share in connection therewith. You are also responsible for the use of the Services and any information shared by Users. You agree that the Services will be used exclusively by you and/or Users, who are subject to the same obligations as you in their use of the Services.
You shall not misuse the Services for purposes other than those for which they were designed, and in particular for:
practice illegal or fraudulent activity,
harm public order and morality,
infringe on third parties or their rights in any way whatsoever,
violate any contractual, legislative or regulatory provision,
carrying out any activity that may interfere with a third party's computer system, in particular for the purpose of violating its integrity or security,
carry out any operation aimed at promoting your services and/or sites or those of a third party,
assist or incite a third party to commit one or more of the acts or activities listed above.
You will also not:
Copy, modify or misappropriate any of our property or concepts used by us in connection with the Services
Adopt any conduct that interferes with or hijacks our computer systems or breaches our computer security measures,
infringe our financial, commercial or moral rights and interests,
market, transfer or otherwise provide access to the Services, the information hosted on the Application or any of our property.
You will indemnify us against any claim and/or action that may be brought against us as a result of a breach of any of your obligations. You will indemnify us for any loss suffered and reimburse us for any sums we may have to bear as a result.
13. What are our obligations and what are we responsible for?
We undertake to provide the Services with due diligence, it being understood that we are bound by a due care.
We undertake to comply with the regulations in force.
13.1 Concerning the quality of our Services
We make every effort to provide you with quality Services. For this purpose, we carry out regular checks to verify the functioning and accessibility of our Services and may carry out scheduled maintenance under the conditions specified in the "Maintenance" section.
However, we are not responsible for any difficulties or temporary impossibility of access to our Services due to:
circumstances outside our network (including partial or total failure of your servers)
the failure of equipment, cabling, services or networks not included in our Services or which are not under our responsibility,
interruption of the Services by telecom operators or internet service providers,
your intervention, in particular through an incorrect configuration applied to the Services,
We are responsible for the operation of our servers, the outer limits of which are the connection points.
Furthermore, we do not guarantee that the Services:
subject to constant research to improve its performance and progress, will be completely free of errors, defects or faults,
being standard and not offered according to your own personal constraints, will specifically meet your needs and expectations.
13.2 Concerning the service level guarantee of the Application
We make every effort to maintain 24/7 access to the Application except in the event of scheduled maintenance as defined in the "Maintenance" section or force majeure.
13.3 Concerning the backup of data on the Application
We will do our best efforts to back up any data produced and entered on the Application.
However, except in cases of proven fault on our part, we are not responsible for any loss of data during maintenance operations.
13.4 Concerning data storage and security
We provide you with sufficient storage capacity to operate the Services.
We do our best efforts to ensure data security by implementing measures to protect the infrastructure and the Application, to detect and prevent malicious acts and to recover data.
13.5 Concerning the use of subcontracting and the transfer of our rights and obligations
We may use subcontractors in the performance of the Services, who are subject to the same obligations as we are in the performance of their work. However, we shall remain solely responsible to you for the proper performance of the Services.
We may substitute any person who will be subrogated to all our rights and obligations under our contractual relationship. We will inform you of any such substitution by any written means.
14. Within what limits can you engage our liability?
Our liability is limited to proven direct damages that you suffer as a result of using our Services.
With the exception of physical injury, death and serious misconduct, and subject to having made a claim by registered letter with acknowledgement of receipt, within a period of one month following the occurrence of the damage, our liability shall not be engaged for an amount exceeding the amounts we have received during the 12 months preceding the event giving rise to liability or the period of provision of our Services, if this period is shorter.
15. What modes of proof are accepted between us?
Evidence can be established by any means.
You are informed that the messages exchanged through our Application as well as the data collected on the Application and our computer equipment constitute the main mode of proof admitted, in particular to demonstrate the reality of the Services performed and the calculation of their price.
16. How is personal data processed in the context of the Services?
17. What are our respective obligations regarding confidentiality?
Unless the other party agrees in writing, we undertake respectively to keep confidential, for the duration of our contractual relationship and 3 years thereafter, all information relating to or held by the other party of which we become aware on the occasion of the conclusion and performance of our contractual relationship.
This obligation does not extend to information:
of which the receiving party was already aware
already public at the time of their communication or which would become public without violation of this clause
which have been lawfully received from a third party
whose communication would be required by the judicial authorities, in application of laws and regulations or in order to establish the rights of a party in the context of our contractual relationship.
Confidential information may be passed on to our respective employees, collaborators, trainees, agents and contractors, on condition that they are subject to the same obligation of confidentiality.
18. Force majeure
We shall not be liable for any failure or delay in the performance of our respective contractual obligations due to force majeure occurring during our relationship. Force majeure includes:
any case meeting the conditions of Article 1218 of the French Civil Code and recognized by case law
strikes, terrorist activities, riots, insurrections, wars, government actions, epidemics, natural disasters or failure of a third-party telecommunications provider
If one of us is prevented from performing its obligations due to force majeure, it must inform the other party by registered letter with acknowledgement of receipt. The obligations shall be suspended upon receipt of the letter and shall be resumed within a reasonable period of time after the force majeure has ceased.
We shall nevertheless remain liable for the performance of our respective obligations that are not affected by force majeure and for any payment obligations.
19. How to terminate Services?
The terms and conditions for termination of the Services are set forth in the Quotation.
20. What are the penalties for failing to meet your obligations?
The payment of the price of the Services as well as the obligations set out in the article "What are your obligations and what are you responsible for" are essential obligations.
In the event of a breach of these obligations, we may:
suspend or terminate your access to the Services,
publish on the Application any information message that we deem useful
send you a registered letter with acknowledgement of receipt to
terminate our contractual relationship, the termination taking effect on the day of receipt or first presentation of this letter
or to ask you to remedy the breach within a maximum of 15 calendar days. Termination will take effect at the end of this period if the breach is not remedied.
Termination will result in the deletion of your Account,
notify and cooperate with any competent authority and provide it with any information relevant to the investigation and prosecution of illegal or unlawful activities,
initiate any legal action.
These sanctions are without prejudice to any damages we may claim from you.
21. How can we change our Terms and Conditions
We may change our Terms and Conditions at any time and will notify you in writing (including by email) at least 30 calendar day before they come into effect.
When you sign up for Services with a subscription, the modified Terms and Conditions are applicable when you renew your subscription.
When you sign up for the non-subscription Services, the modified Terms and Conditions are applicable as soon as they come into force. If you do not accept these modifications, you must terminate your subscription in accordance with the terms and conditions set out in the article "How to terminate the Services".
If you use our Services after our amended Terms and Conditions come into effect, we will assume that you have accepted them.
22. Applicable law and jurisdiction
Our Terms and Conditions are governed by French law.
In the event of a dispute between us, and in the absence of an amicable settlement within 2 months of the first notification, the dispute shall be submitted to the exclusive jurisdiction of the courts of Paris (France), unless otherwise provided for by mandatory provisions.