Terms of service

ARTICLE 1. DEFINITIONS

For the purpose of the present general conditions:

« Active Traveler » means any User that made (directly or through another User) at least one (1) Reservation during the last month.

« Administrator » means the natural person placed under the Client's supervision (employee, representative etc.) and having administrator rights under the Contract.

« App » means the SaaS-mode delivered app developed by Fairjungle, that allows Users to make Reservations.

« Client » means any entity subscribing to the App as part of its commercial, industrial, craft or liberal activity.

« Contract » means the contractual unit constituted of the following documents:

• The present general conditions;
• The appendix «Data protection policy »;
• The Data.

« Data » means the following data sent by the Client to Fairjungle:

• The list of Users and Administrators including their names and email addresses;
• The Client's applicable travel policy;
• Users' traveler profiles;
• Any information regarding discount cards; and
• The prices negotiated with Providers.
• « Fairjungle » means Fairjungle, a limited liability company (societé par actions simplifiée), whose headquarters are located 5, avenue du général de Gaulle, 94160 Saint-Mandé – France, registered with the Créteil Trade and Companies Register under number 829 964 196, represented by its president, Mr. Samir Idris. Fairjungle is a travel agency within the meaning of the French tourism Code and is registered as such under number IM094190002. Fairjungle took out a financial guarantee from ASPT Paris. Professional liability insurance policy: Hiscox RCP0297931.

« Fee » means the fee paid by the Client in return for the access granted on the App. The Fee is not included in the Services price .

« Partie(s) » means the Client and/or Fairjungle.

« Providers » means the airlines, railway companies, rental car companies, hotels and other services providers offering Services available through the App.

« Reservation » means the any reservation of Services booked via the App by the Users.

« Services » means the transportation services, rental services and/or accommodations offered by the Providers.

« User » means the natural person placed under the Client's supervision (employee, representative etc.) and having user rights under the Contract.

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ARTICLE 2. CONTRACTUAL DOCUMENTS

The Contract is constituted of the following documents:

1. The present general conditions
2. The appendix « Data protection policy »
3. Data

In case of any discrepancy or contradiction between the said documents, the abovementioned order of precedence shall apply.

The Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, the Client's general conditions and understandings between the Parties, whether written or oral, relating to its subject matter.

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ARTICLE 3. SUBJECT MATTER

The Contract's subject matter is to set forth the technical, legal and financial conditions under which the Client subscribes to the App, as well as the rights and obligations of either Party in this context.

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ARTICLE 4. DATE OF EFFECT - TERM - RENEWAL - TERMINATION

4.1 Date of effect

The Contract shall come into force upon the delivery of the Client's account.

4.2 Term

The Contract is entered into for an indefinite period. Each Party may terminate the Contract at any time subject to a three-month notice. The termination notice may be sent via mail or email.

In case of termination of the Contract, the Fees that accrued prior to the termination shall remain payable to Fairjungle.

4.3 Termination for breach

In case of breach of any of its contractual obligation by either Party, the Contract may be terminated under the following conditions:

• The aggrieved Party shall notify the breaching Party by registered letter of its intention to terminate the Contract and shall identify precisely the nature of the breach in its notification;
• If, following a fifteen-day period after the above notification is received, the breaching Party has not remedied the breach entirely, the aggrieved Party shall be entitled to terminate the Contract by sending a second registered letter. In such a case, the Contract shall be terminated upon the date on which the breaching Party receives this second notification.

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ARTICLE 5. APP

5.1 Description

The App is SaaS-delivered and allows the Client to define and manage its travel policy, and enables Users to make Reservations.

1. Travel policy: Fairjungle enables to define, in a single click, a smart travel policy, providing control to its clients on their travel budget;
2. Reservation: the App allows the Client's employees to book a trip and pay for it using the methods of payment available on the App. By using the App, the Client agrees that Fairjungle will act as its travel agent to book the Reservations with the Providers.
3. Management and monitoring: Fairjungle makes available to the Administrators appointed by the Client all the information related to the Reservations so that the Client can manage and monitor its travel expenses and the Users' booking behavior.

5.2 Functionalities

Since the App's functionalities are likely to evolve quickly (SaaS software), Fairjungle shall send the description of the Software's functionalities to the Client upon request at contact@fairjungle.com.

5.3 Access to the App

1. Set-up
2. Fairjungle will set-up the Client's account by setting the Client's travel policy on the platform, adding the Client's invoicing information (name of the company, registration number, share capital and invoicing address), adding the Users concerned by the Contract as well as traveler profiles.
3. Fairjungle shall set-up the Client's account free of charge. The delivery of the Client's account is scheduled to take place within three (3) days from the signature of the Contract provided that the Client supplied to Fairjungle the required information to set-up its account upon the date of signature of the Contract.
4. Access to the App by Users
5. Only the Client (including all the Administrators and Users, it being specified that the Client further guarantees that all of its employees will comply with this clause) may access the App. The Client will be able to access the App at any time – excluding periods of scheduled maintenance– 24 hours a day, 7 days a week, including Sundays and non-working days through any Internet navigator. The User shall log in for the first time using the username and password provided by Fairjungle. The User will then be authorized to modify its password. The Users shall use their usernames whenever they access the App. Usernames are designed to restrict the access to the App only to the Users and to protect the integrity and confidentiality of the Data.
6. Confidentiality of Usernames
7. Usernames are personal to each User and confidential. Fairjungle may change them upon the Client's request or on Fairjungle's own initiative provided, in the latter case, that Fairjungle informs the Client prior to changing the concerned usernames. The Client shall keep the usernames confidential and shall not disclose them to any third party.
8. The Parties shall make sure that no unauthorized person may gain access to the App. The Client guarantees that the Users will not communicate their Usernames to anyone and will keep them secret. In turn, Fairjungle shall be responsible for ensuring the App's safety and integrity.
9. If either Party becomes aware of any unauthorized access to the App, the said Party shall inform the other Party without undue delay and confirm this information by registered letter.
10. In case a username is lost or stolen, the Client shall use Fairjungle's process to recover the username online.

5.4 Extent of the license granted

Rights granted

Fairjungle shall grant the Client a non-exclusive license on the App.

Fairjungle shall only grant the Client the following rights on the App:

• The right to use the App alone or in combination with another software or computer-based system;
• The right to grant the Administrators and Users the authorization to use the App.

Therefore, without this list being exhaustive, the Client is not entitled to:

• Sell, rent, sublicense or distribute in any way the App;
• Use the App to provide data processing services, service bureau services or similar services under any circumstances whatsoever for the benefit of any natural person or entity;
• Modify the App and/or merge all or part of the App in another software or computer-based system;
• Compile, decompile, disassemble, translate, analyze, perform or try to perform reverse engineering on the App;
• Correct any bug whatsoever, Fairjungle reserving this right.

The App shall remain on Fairjungle's infrastructure and thus, Fairjungle will not communicate any copy to the Client under any form or support whatsoever.

Purpose

The rights on the App are granted to the Client for the sole purpose of allowing the Users to make Reservations, managing, and monitoring its business travel expenses and the business trips of its employees. Any other use is unauthorized.

Term

The rights on the App are granted for the duration of the Contract only and shall not survive its termination.

Territory

The rights on the App shall be granted for the entire world.

5.5 Training

Fairjungle shall perform free of charge one (1) training session via videoconference for the benefit of (i) the Users and (ii) the Administrators appointed by the Client when the account is delivered to the Client.

Upon the Client's request, the training session may be performed in the Client's premises. This training shall be performed free of charge and shall not last more than half a day.

In this case, the Client shall send to Fairjungle the Client's internal rules and policy applicable in the said premises. If the Client fails to do so, Fairjungle shall not be held liable for any breach of the internal rules and policy.

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ARTICLE 6. RESERVATIONS - CANCELLATIONS

6.1 Display of the Services on the App

Through its recommendations tool, Fairjungle selects a limited number of Services and displays them first to the Users.

Fairjungle shall prioritize the Services (flights, trains, hotels etc.) on the basis of objective criteria only (for example: distance to the destination, average rate, date and time of travel) which are used by Fairjungle's proprietary recommendation algorithm.

The User may however acess, in a single click, to all the Services available on the App meeting the User's request.

Fairjungle shall not remove from the App any Services meeting the User's request.

6.2 Confirmation of Reservations

When the User makes a Reservation, the User shall accept the terms and conditions (including terms of modification and cancellation) of the concerned Provider. Fairjungle shall not be liable for the content of these terms and conditions, as well as their consequences for the Users and/or the Client.

Once the Reservation is made, the User will receive by email the confirmation of the Reservation at the email address provided when signing up. This confirmation shall include the following information:

• The Services booked;
• The price for the Services;
• A link to these general terms and conditions;
• The Provider's terms and conditions.

6.3 Delivery of tickets

The transportation tickets will be sent by email to the Users.

6.4 Cancellation / modification of Reservations

The Client acknowledges that it does not have any legal right of cancellation since the Services are booked as part of its commercial, industrial, craft or liberal activity.

The Reservations may only be modified / cancelled within the limits of the Provider's terms and conditions.

In case of modification / cancellation of a Reservation, any refund (if applicable) shall be issued by the concerned Provider within fifteen (15) days from the date the Reservation was modified / cancelled.

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ARTICLE 7. PRECONTRACTUAL INFORMATION

The Client covenants and warrants that it has been able to ask Fairjungle any questions about any information that is material to enter into the Contract within the meaning of Article 1112-1 of the French civil code.

Fairjungle allows any client to access the App and gain knowledge of the App's functionalities via a demo version. The Client covenants and warrants that it has been able to verify that the App meets its needs and is compatible with its hardware and software environment. The Client waives any claim and/or refund request it may have regarding the compatibility of the App with its hardware and software environment or regarding the adequacy of the App's functionalities to its needs.

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ARTICLE 8. PRICE – INVOICING - PAYMENT

8.1 Fees

Price

The amount of the Fee shall be five (5) euros VAT excluded per Active Traveler.

The Fee may be updated at any time by Fairjungle. Fairjungle shall inform the Client via email of the new amount of the Fee. The new amount shall become applicable three (3) months after Fairjungle informed the Client or at the date of effect mentioned in the email, whichever is later.

Invoicing

The Fees shall be invoiced monthly, in arrears.

Payment

The Fees shall be paid by credit or debit card. The Administrator appointed by the Client shall provide the number, date of expiration, cryptogram. The payment will be made automatically at the end of each month using the debit or credit card information provided by the Administrator.

The Client may update its credit or debit card information at any time, especially in case the expiration date is close in time. For privacy reasons, Fairjungle may never access to the credit or debit card information provided.

8.2 Services

Price

The price for the Services shall be the price displayed on the App when the Reservation is made. Prices are mentioned VAT included.

Unless otherwise provided at the time of the Reservation, the price displayed only includes the fees, costs and expenses expressly mentioned. Unless otherwise provided in the Reservation, the price shall not include:

• Taxes not yet in force at the time the Reservation is made;
• Additional insurance policies suggested to the Client;
• Hotel occupancy taxes (if applicable);
• Visa costs.

Invoicing

The Services shall be invoiced as soon as the Provider accepts the corresponding Reservation. The Client will receive the Reservation confirmation by email, along with the invoice for the Services booked. The Client acknowledges and agrees that this information will be sent via email only.

Payment

The Services shall be paid cash when the Reservation is made. The sums paid shall not be considered as down-payments or deposits.

Subject to the approval of the concerned Provider, Fairjungle will charge the Client for the price of the Reservation using the credit or debit card information provided by the Client.

All Reservations are due irrespective of whether the User could actually use the Services booked.

8.3 Failure or delay in payment

Should the Client fail to pay any sum due to Fairjungle on its due date and without prejudice to any other rights and remedies Fairjungle may be entitled to, the Parties agree that:

• The Client shall pay Fairjungle liquidated damages equal to ten percent (10 %) of any sum that is not paid to Fairjungle upon its due date; and
• The Client shall pay Fairjungle late payment interests equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, and
• Fairjungle is authorized to suspend access to the App as long as the Client has not paid its outstanding debts.

ARTICLE 9. FAIRJUNGLE'S LIABILITY

9.1 Best-efforts obligations

To the exception of any undertaking as to the availability of the App (if applicable), the Client agrees that Fairjungle shall only assume a best-efforts obligation. In particular, Fairjungle cannot guarantee that the Client will reach a specific amount of savings on its business travel costs.

9.2 Nature of the relationship

The Client acknowledges that Fairjungle acts as its agent to book Reservations with the Providers. As a result, Fairjungle shall not be liable for any breach committed by any Provider in the performance of the Services. In addition, should the Client consider that a Provider breached any of its obligations, the Client is not entitled to withhold any amount due to Fairjungle because of any set-off, counter-claim, abatement, or other similar deduction.

9.3 No warranty of continuity

Subject to any commitment Fairjungle may make as to corrective maintenance or availability rate (if applicable), Fairjungle does not warrant that the App shall be free from any minor defects and that the App will function without any interruption. As a consequence, the Client is responsible for taking appropriate measures to mitigate the consequences of a possible interruption of the App or a loss of data resulting from the interruption of the App.

9.4 Excluded damages

Fairjungle shall not be liable under any circumstances towards the Client for any indirect damages, loss of profit or revenue and any non-economic damages.

In addition, Fairjungle shall not be held liable for any damage resulting from:

• The Client's breach of its obligations under the Contract;
• The communication of false or inaccurate Data by the Client;
• Any interruption of the Internet network for any reason whatsoever;
• The Client's failure to update its computer configuration and, in particular, its navigator;
• The late delivery of the Client's account (if the delivery is delayed no more than ten (10) working days).

9.5 Liability cap

Notwithstanding the foregoing, the total cumulative liability of Fairjungle, arising out of or in connection with the Contract, shall not exceed the lesser of the following amounts:

• One hundred percent (100 %) of the Fees paid to Fairjungle by the Client within the last twelve (12) months preceding the event giving rise to Fairjungle's liability; or
• Two hundred thousand (200.000) euros.

ARTICLE 10. OWNERSHIP PROVISION

10.1 Ownership of the Data

The Client is and shall remain the sole owner of the Data.

10.2 Ownership of the App

Fairjungle is and shall remain the sole owner of any and all intellectual property rights relating to the App.

Fairjungle does not transfer any ownership rights on the App pursuant to the Contract. The temporary license granted to the Client under the Contract shall not be construed as transferring or selling any intellectual property right on the App to the Client. In particular, Fairjungle does not grant the Client any rights whatsoever with respect to the source code of the App.

ARTICLE 11. CONFIDENTIALITY

11.1 Confidentiality

Each Party undertakes that it shall not at any time during the Contract and for a period of two (2) years after its termination, disclose to any person any information concerning the negotiation, formation, performance and termination of the Contract.

Each Party shall guarantee that its employees, representatives, subcontractors and service providers shall comply with this obligation.

The Parties agree that the following shall not be construed as a breach of the confidentiality obligation:

• The disclosure of publicly known information;
• Any disclosure of information made pursuant to a legal obligation;
• The disclosure of information made before a court in order to prove the proper performance of a contractual obligation by either Party or, more generally, the absence of breach of its contractual obligations by either Party.

11.2 Commercial reference

Each Party agrees that business reference does not constitute a breach of the confidentiality obligation. Therefore, each Party may use the name and logos of the other Party as a business reference on any advertising and commercial documents, on its website and any media and/or social network of its choice (including its Twitter and LinkedIn accounts).

As part of the present article, each Party shall be authorized to mention:

• The other's party corporate name and brand;
• The nature of the collaboration between the Parties under the Contract.

ARTICLE 12. NON-SOLICITATION

The Client agrees that, during the Contract and for the one (1) year period immediately following its termination any reason, the Client shall not solicit or contact any employee of Fairjungle assigned to the performance of the Contract.

In case of breach of this obligation, the Client shall pay to Fairjungle liquidated damages equal to the amount of the wages (including employer's social contributions) paid to the concerned employee during the twelve (12) months preceding the termination of the employee's employment contract with Fairjungle.

ARTICLE 13. SUB-CONTRACTING

Fairjungle shall not subcontract any of its obligations under the Contract without the prior written consent of the Client. The Client shall duly justify any refusal.

By way of derogation from the foregoing, the Client hereby authorizes Fairjungle to resort to subcontracting to host the Data under the following conditions:

1. For the authentication and identification of Users, Fairjungle resorts to a sub-contractor located in the European Union and having all the required certifications (ISO27001, ISO27018, SOC 2 Type II)
2. Regarding the hosting of the App's other data (source code, Users' data, Client's data …), Fairjungle resorts to a subcontractor hosting the data in Frankfurt, Germany and having all the required certification (ISO 27001, SOC 1 and SOC 2/SSAE 16/ISAE 3402)

Fairjungle shall make sure that its subcontractors shall comply with Fairjungle's obligations under the Contract. In particular, subcontractors shall comply with the provisions of the appendix « Data protection policy ».

Fairjungle shall be responsible for including appropriate clauses in its contracts with subcontractors

ARTICLE 14. EVIDENCE

Should a dispute arise, the Parties acknowledge that the identification elements used as part of the App shall be admitted as evidence before any Court of law. These elements may be used to prove the facts, signatures or identification processes to which they relate. The Client acknowledges that any actions of the Users undertaken through the App shall be considered as the Client's actions.

The Parties covenant and warrant that any cancellation / modification notification, and any other operation relating to the Reservations shall be made via email or through the App. The Parties acknowledge that the emails and actions made through the App shall constitute admissible evidence. Should a dispute arise, the document stored in Fairjungle's system shall prevail.

ARTICLE 15. PERSONAL DATA

15.1 GDPR compliance

Fairjungle shall ensure the safety and confidentiality of the personal data it may access during the Contract in accordance with the provisions of the appendix « Data protection policy ».

The Parties agrees to comply with the applicable regulation and, in particular, with Regulation (EU) 2016/679, General Data Protection Regulation (if applicable) and any applicable laws regarding protection of personal data.

15.2 Local Regulations

The Client warrants to Fairjungle that it has informed Fairjungle of all laws and regulations affecting personal data protection and privacy in force within the territory where the Client operates ("Local Regulations") at the date the Contract comes into force.

The Client shall give Fairjungle as much advance notice as reasonably possible of any prospective changes in the Local Regulations.

On receipt of the said notification from the Client, Fairjungle shall endeavor to comply with any change in the Local Regulations by the date of implementation of that change, or as soon as it is reasonably possible afterwards.

The Client shall protect, defend, indemnify and hold Fairjungle their respective assigns and their attorneys, accountants, employees, officers and directors harmless from and against all losses, costs, liabilities, claims, damages and expenses of every kind and character, as incurred, resulting from or relating to or arising out of the breach of all or part of the Client's obligations under this clause 16.2.

ARTICLE 16. APPLICABLE LAW - COMPETENT COURT

16.1 Applicable law

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be exclusively governed by and construed in accordance with the laws of France.

16.2 Competent Court

Each party irrevocably agrees that the commercial court of Paris (*Tribunal de commerce de Paris *) shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter, its negotiation, formation, performance or termination.