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Terms & Conditions

Updated on 13rd, November 2023

TERMS & CONDITIONS HITERS V2.5

Between the undersigned

ISAHIT, a simplified joint stock company with a share capital of 2,280.00 euros, registered with the Créteil Trade and Companies Registry under number 812 570 604, whose registered office is located at 25, avenue Robert André Vivien in Saint Mandé (94160), France. Represented by Mrs. Isabelle MASHOLA, duly authorized for the purpose hereof,

Hereinafter referred to as the « Principal »,

On the one hand,

Sub-Contractor, commonly called « HITer », which designates any natural person of full age, residing in a developing country wishing to perform the Services proposed by the Client, and authorized to act statutorily as a « self-employed person » in accordance with the legislation in force in his country of residence. Hereinafter referred to as the « Sub-contractor »,

On the other hand,

The Applicant and the Sub-Contractor are collectively referred to as the « Parties » or individually as the « Party ».

IT IS FIRST EXPOSED THE FOLLOWING:

The principal has for activity the outsourcing of data labeling, more commonly called digital task in compliance with socially responsible criteria.

The Subcontractor after completing or satisfying the following steps:

• registration procedure (totally free of charge)
• met the selection criteria (defined by the Principal)
• provided the legal documents, information and evidence as defined by the Principal
• obtained a self-employed activity duly authorized to carry out professional activities on behalf of the Principal.

would be able to carry out the digital tasks he has been entrusted with.

The Principal wishes to entrust the Subcontractor with the performance of digital tasks (the "Services") entrusted to the Principal by its clients (the "Clients").

As an illustration, the Services are digital tasks and can be related to :

• data processing, i.e. tasks of data entry, validation, enrichment, moderation, transcription or categorization of data or content;
• data labeling for training artificial intelligence algorithms, i.e. annotation, transcription, labeling or categorization of elements or information present in data such as images, sounds, videos or texts.

AS STATED ABOVE, IT WAS AGREED AS FOLLOWS:

Article 1 - Purpose of the Agreement

The purpose of this contract (the « Contract ») is to define the material and financial conditions for the performance of the Sub-Contractor's mission, as defined in Article 2, below.

Article 2 - Mission of the Sub-Contractor

The Sub-Contractor undertakes to carry out mainly remotely, exclusively from the country where the Sub-Contractor is domiciled, part of the Services entrusted to the Instructing party (the « Mission »).

It is specified that the Services entrusted to the Subcontractor will be communicated to him through the space dedicated to him on the Principal's plateforme (website).

Where appropriate, it is reminded that the Subcontractor is solely responsible for determining the organization necessary to perform the Services.

Article 3 - Obligations of the Parties

3.1 Obligations of the Principal

The Principal must:

• determine the scope, duration and deadlines for the Services entrusted to the Subcontractor ;
• provide the Subcontractor with the necessary information to perform the Services, including :
• observations made by the Client on the quality of the Services provided;
• any modification relating to the scope of the Services, the duration and the deadlines set for its execution;
• pay, in accordance with Article 7 hereof, the amounts owed to the Sub-Contractor.

3.2 General Obligations of the Subcontractor

The Sub-Contractor undertakes to make every effort to enable the optimal realization of the Services, and undertakes, in particular, to :

• comply with all the obligations incumbent upon it hereunder;
• to respect in all points the quality charter of the services;
• provide the Principal, without delay, with any information, brought to its knowledge, relating to the execution of the Services, and in particular, any anomaly, constraint or difficulty relating to the latter;
• to hold and keep in working order the goods and equipment allowing the execution of the Services;
• perform the Services in any place that allows the optimal execution of the Services, and in any case from a developing country.

3.3 Specific Obligations of the Parties - Social Economic Criteria

The Applicant is committed to promoting employment and economic development for unprivileged communities.

It strives to ensure a fair and equitable commercial relationship with its service providers.

However, the Services entrusted to the Subcontractor are intended to provide him/her with additional income and cannot be considered as providing a full time work income. It is, therefore, limited to Services representing diligence that may not exceed a maximum of one hundred (100) hours of actual work per month.

For information purposes, it is recalled that the Ordering Party meets various commitments in terms of social and economic responsibility.

Article 4 - Monitoring of the execution of the Mission

4.1 The Subcontractor undertakes to personally perform the Services entrusted to it by devoting the time necessary to meet the deadlines agreed with the Client.

4.2 The Subcontractor will be able to follow the progress of the work carried out by him, as well as the financial aspects attached to this work by means of the space dedicated to him on the Principal's website.

Article 5 - Quality monitoring - Level of Performance - Serious Fault - Fraud - Internal communication

5.1 The Client will monitor the quality of the Services provided by the Subcontractor, and may if necessary organize «Milestone Meetings ».

he Stages Meetings are organized by the Client, by means of all means of telecommunication, respecting with a maximum notice period of forty-eight (48) hours.

If necessary, the Milestone Meetings will result in the drafting of a summary report, drawn up in a contradictory manner and signed by the Parties.

5.2 The Parties agree to an objective level of performance of one hundred percent (100%), i.e. absence of error in the processing of assigned tasks.

Notwithstanding the other provisions hereof, and in the event that the level of quality is deemed insufficient, the Company reserves the right to terminate this agreement without formalities or notice. The Parties agree that an inadequate level of quality will be characterized by failure to achieve a level of performance greater than ninety-seven percent (97%). The measurement and validation of the quality level shall be carried out by the Applicant no later than 30 days after completion of the Service.

5.3 The Parties agree that the Subcontractor undertakes to actually perform the Services entrusted to it without any attempt at fraud whatsoever. Notwithstanding the other stipulations hereof, and in the event that fraud by the Subcontractor is proven in the performance of the Services entrusted to it with the Company, the Company reserves the right to terminate these presents without formality or notice.

5.3 The Parties agree that the Subcontractor undertakes to actually perform the Services entrusted to it without any attempt at fraud whatsoever. Notwithstanding the other stipulations hereof, and in the event that fraud or serious fault by the Subcontractor is proven in the performance of the Services entrusted to it with the Company, the Company reserves the right to terminate these presents without formality or notice and to block access to the personal area of the website.

Article 6 - Remuneration of the Sub-Contractor

6.1 Remuneration

In consideration of the performance of the Services, the Subcontractor will invoice on the basis of the flat rate provided by the Principal for each assignment.

Each digital task is subject to a fixed price in Euros, indicated in the personal space dedicated to it on the website. Only the digital tasks actually carried out by the Subcontractor and controlled and validated within a maximum of 30 days by the Principal are subject to payment.

The Principal and the Subcontractor are independent parties and the Subcontractor chooses the digital tasks he wishes to perform and which are offered to him. There is no obligation for the Subcontractor to perform the digital tasks.

6.1.1 The following concerns the Subcontractor operating outside France.

As an indication, the remuneration and invoicing is based on the country of residence of the Subcontractor (concept of "Cost Of Living", and France excluded). It is equivalent to a minimum amount of One Euro Fifty Cents (1.50 Euros) per hour up to a maximum amount equivalent to Three Euros (3.00 Euros) per hour. This information is indicated in the personal space dedicated to the Subcontractor on the website.

In addition to the basic remuneration, a cumulative monthly bonus of Thirty Five Euros (35.00 Euros) is added when 50 hours of work are exceeded.

This bonus is calculated per calendar month and is applied on the first day of the following month.

As an indication, the minimum monthly billing amount is 185 Euros and the maximum monthly billing amount is 335 Euros per 30-day period for 100 hours of work depending on the Subcontractor's country of residence (except France).

The Sub-Contractor requests payment of its invoices whenever it wishes in the personal space dedicated to it on the website subject to the following thresholds being exceeded: two hundred euros (€200.00) in the case of international transfers, one hundred and twenty euros (€120.00) in the case of payment by Orange Money, or one hundred and twenty euros (€120.00) for PayPal.

A follow-up of account and invoicing is available in the personal space dedicated to him on the website established on the basis of the work done.

6.1.2 The following concerns the Sub-Contractor operating in France and resident in France. By way of indication, the remuneration and invoicing is based on the Sub-Contractor's country of residence (concept of "Cost Of Living"). It is equivalent to a minimum amount of Sixteen Euros and Fifty Cents (16.50 Euros) per hour. This information is indicated in the personal space dedicated to the Sub-Contractor on the website. As an indication, the maximum number of hours authorised per month is 50 hours. The bonus does not apply in the case of a Sub-Contractor operating in France. The Sub-Contractor may request payment of its invoices at any time in the personal area dedicated to it on the website, subject to the following threshold being exceeded: three hundred euros (€300.00) by bank transfer. Account monitoring and invoicing is available in the personal area dedicated to the customer on the website, based on the work carried out.

6.1.3 Depending on the assignment, the minimum remuneration threshold (Cost Of Living) for a proposed and accepted assignment may be higher, and this information is available for each assignment in the personal area.

6.2 Payment terms and conditions

Beforehand, for each request for payment by the Sub-Contractor, the Principal reserves the right to withhold 10% of the amount requested in payment to allow quality control of the Work carried out over 30 sliding days.

The payment orders and transfers made by the Principal via various banking operators to the Sub-Contractor will be made at the latest in 30 days following the date of the request.

The payment will be made with the available means of payment chosen by the Subcontractor in the personal space dedicated to it on the Instructing party's website.

The bank charges attached to this settlement will in all cases be borne by the Sub-Contractor.

6.3 Fees

The Sub-Contractor shall bear all costs incurred by the Sub-Contractor in the performance of the Services.

Article 7 - Duration

7.1 Duration

The Contract, which takes effect from the validation and activation through an electronic signature service or through acceptance by electronic means from his personal space by checking the box « I have read and accept the terms of the contract » and clicking on the [Next] button and is concluded for a period of maximum 3 years from the first service performed.

7.2 End of the contractual relationship

The Principal will ask the Sub-Contractor to complete the formalities required for the end of the contractual relationship. On this occasion, the Principal will settle and pay to the Sub-Contractor the 10% reserve relating to quality control. In the event that the Sub-Contractor is in the situation where the bank charges attached to its payment are higher than the payment for the service provided, or in the event that the minimum required for an international bank transfer by the banking establishment chosen by the Sub-Contractor is not reached, payment cannot be made. In a complementary and corollary manner to this case, if there has been no provision of a service by the Subcontractor for more than two (2) years, and access to the Subcontractor's online account is blocked, then the Principal will automatically settle the payment at zero (0) Euro the balance of the Subcontractor.

Article 8 - Subcontracting

Under no circumstances may the Services be performed through subcontracting.

Article 9 - Social and fiscal obligations

If need be, it is reminded that the Sub-Contractor shall pay all charges and taxes affecting the income he receives in the framework of the Mission, and shall guarantee the Instructing party against any action or claim on this count. Tax certificate may be requested by the Principal for a service amount exceeding two thousand euros (2000.00€) in the course of a calendar year. This Tax certificate is provided by the appropriate local bodies in charge of these taxes and charges. It should be downloaded by the Subcontractor in the personal space dedicated to it on the website, and this at the latest within 6 months following the calendar year concerned. Once the Tax certificate has been provided to the Client, the latter reserves the right to verify the authenticity of the information. This tax certificate must be renewed every year. In the event of failure to provide this Tax certificate within the stipulated time limit, the Order Giver reserves the right to immediately terminate the contractual relationship with the Sub-Contractor.

In the case of a Sub-Contractor operating in France and residing in France, the same rules apply, but for an amount of service provided in excess of three thousand euros (€3,000.00) in the course of a calendar year. In addition, the Principal may request a certificate of due diligence in accordance with the same rules.

Article 10 - Intellectual property - Image rights - Patents

10.1 Intellectual Property

The Principal, or where applicable the Customer, shall be the sole owner of the result of the Services performed by the Subcontractor, in particular all writings and work performed by the Subcontractor on behalf of the Customer.

The Subcontractor is required to participate in the development of various works protected by intellectual property law (including websites, ergonomic elements, architecture, illustrations, photographs, graphics, sounds, videos, icons, logos, design elements, texts, database structures, annotation or labeling of images or videos, and more generally, exploitation rights, representation rights, reproduction rights, adaptation rights, arrangement rights, translation rights, etc.).

Because of the investments that will be made by the Principal, or where applicable the Customer, in the context of the development and publication of these works, the Sub-Contractor expressly acknowledges that these works will be subject to the regime of collective and individual works, of which the Principal, or where applicable the Customer, will be the exclusive holder of the moral and economic rights, in France and in the World, in accordance with articles L113-2 and following of the Intellectual Property Code and more particularly article 113-5.

The intellectual property rights relating to the software (in particular source codes and object codes) and their documentation, which the Service Provider has been asked to create in the context of its services, shall be vested in the Client or, where applicable, the Customer, who alone shall be entitled to exercise them.

This transfer of copyright occurs as the works are created and is not limited in time.

The price for the transfer of intellectual property rights is included in the price of the services.

10.2 Image rights - Shots and videos

The signature of the present document constitutes authorization to reproduce and represent photographs and videos of the Sub-Contractor. Consequently, the Sub-Contractor authorizes the Client to distribute the images and videos reproducing its image for commercial and promotional purposes. The images may be exploited or transferred to third parties, and used directly in all forms and media known and unknown to date, throughout the world, for a period of ten (10) years from the date of the shooting (press, brochures, posters, internet, etc.) for the promotion of the activities of the Instructing party.

The Sub-Contractor acknowledges that it is fully satisfied with its rights and will not be entitled to any remuneration for the exploitation of the rights referred to in this article. The Client expressly refrains from using the photographs in a way that may infringe on the Sub-Contractor's privacy or reputation.

10.3 Patents

The Sub-Contractor undertakes for the entire duration of the contract that all the work, studies and research carried out on behalf of the Principal or the Customer, as the case may be, within the framework of its services, will be the sole property of the Principal or the Customer, as the case may be.

As the industrial property belongs to the principal, the Customer, where applicable, the latter will carry out the formalities for filing a patent or taking any other title that may prove necessary.

If this invention gives rise to a patent being taken out by the Principal, or if applicable the Client, no fixed deposit premium will be granted to the Sub-Contractor who accepts it because it is included in the price of the Service.

In accordance with the legislation in force and unless otherwise stipulated, in the case of software created by the Subcontractor within the framework of its performance, this software belongs exclusively to the Client, or where applicable to the Customer, to whom all the rights recognized to the authors are vested.

Article 11 - Liability

The Sub-Contractor retains full and entire responsibility for any act attributable to it in the implementation of the Agreement.

The Subcontractor assures the Principal that he has the technical skills necessary for the execution of the Services.

Article 12 - Force Majeure

Each of the Parties shall not be held liable if the non-execution or delay in execution of any of its obligations, as described herein, results from a case of force majeure, as defined in Article 1218 of the Civil Code.

The Party observing the event must immediately inform the other Party of its inability to perform and justify its inability to do so to the latter. The suspension of obligations may in no case be a cause for liability for non-performance of the obligation in question, nor may it lead to the payment of damages or penalties for delay.

The performance of the obligation is suspended for the duration of the force majeure if it is temporary. Consequently, as soon as the cause for the suspension of obligations no longer exists, the Party concerned shall make every effort to resume normal performance of its contractual obligations as soon as possible.

If the impediment is definitive, the present contract will be purely and simply terminated according to the terms and conditions defined in article 14.2.

Article 13 - Plea of non-performance

It is reminded that pursuant to Article 1219 of the Civil Code, each Party may refuse to perform its obligation, even though it is due, if the other Party does not perform its own obligation and if this non-performance is sufficiently serious, i.e., likely to call into question the continuation of the Agreement or fundamentally upset its economic equilibrium.

The suspension of performance shall take effect immediately upon receipt by the defaulting Party of the notice of default sent to it for this purpose by the Party suffering the default indicating the intention to apply the plea of non-performance as long as the defaulting Party has not remedied the observed default, served by registered letter with acknowledgement of receipt or on any other durable written medium capable of providing proof of dispatch.

This plea of non-performance may also be used as a preventive measure, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one of the Parties will not perform its obligations on the due date and that the consequences of such non-performance are sufficiently serious for the Party suffering from the default.

This option is used at the risk and peril of the Party taking the initiative.

The suspension of performance shall take effect immediately upon receipt by the allegedly defaulting Party of the notification of the intention to apply the plea of preventive non-performance until the allegedly defaulting Party performs the obligation in respect of which a future default is manifest, served by registered letter with acknowledgement of receipt or on any other durable written medium capable of providing proof of dispatch.

Article 14 - Termination

Each of the Parties may terminate it, at any time, without having to justify its decision, but on condition that one (1) month's notice of termination of the contractual relations is given before the effective termination of the contractual relations, starting from the receipt of the notification sent by means of the dedicated space on the Client's website and by e-mail at support@isahit.com, to the co-contractor, by the Party having taken the initiative for the termination.

14.1 Termination for non-performance of a sufficiently serious obligation In the event of sufficiently serious non-performance of any of the obligations incumbent on the other Party, the Party that is the victim of the default may notify the defaulting Party by registered letter with acknowledgement of receipt, of the wrongful termination of the present agreement thirty (30) days after a formal notice to perform that has remained unsuccessful, in application of the provisions of Article 1224 of the Civil Code.

14.2. Termination for force majeure

Termination by operation of law due to force majeure within the meaning of Article 1218 of the French Civil Code may only take place sixty (60) days after formal notice has been sent, notified by registered letter with acknowledgement of receipt or on any other durable written medium that provides proof of sending.

14.3. Termination for serious reasons

In the event of the opening of safeguard, receivership or liquidation proceedings against one of the Parties, after formal notice from the other Party sent on any other durable written medium that provides proof that the administrator (in the event of safeguard or receivership) or the liquidator (in the event of liquidation) has been sent a written statement on the continuation of the Agreement and has remained unanswered for more than one (1) month, the Agreement shall be terminated subject to mandatory legal provisions.

14.4. Provisions common to all cases of termination

The services performed under the Agreement exchanged between the Parties since its conclusion and up to its termination having found their usefulness as and when the Agreement is mutually executed, they shall not give rise to restitution for the period prior to the last service not having received its counterpart.

Article 15 - Applicable Law - Disputes

The Agreement is governed by French law.

The Parties expressly exclude the application of international treaties that may be applied hereunder. Any disputes relating to the validity, interpretation, performance or termination of the Agreement shall preferably be settled amicably between the Parties. In this context, the Parties undertake to consult each other in order to settle the dispute amicably as soon as possible.

FAILING AN AMICABLE AGREEMENT AT THE END OF THIRTY (30) CALENDAR DAYS, THE PARTIES WILL BE FREE TO REFER THE MATTER TO THE PARIS COMMERCIAL COURT, WHICH WILL HAVE SOLE JURISDICTION.

Article 16 - Confidentiality

Subject to the information that the Parties will be required to communicate pursuant to laws and regulations or to perfect the execution hereof, the content of the Agreement, its appendices, the documents related there to and all documents, materials and information related thereto, are strictly confidential and shall not be disclosed to any person without the prior written consent of the other Party.

In addition, information of any nature brought directly or indirectly to the knowledge of or made available to the Sub-Contractor is considered confidential and must not be disclosed in any way.

Article 17 - Processing of Personal Data

17.1 General provisions

The Parties undertake, each insofar as it is concerned, to comply with all legal and regulatory obligations applicable to them with respect to the protection of personal data, in particular Law 78-17 of January 6, 1978 in its latest amended version, known as “Loi Informatique et Libertés” and Regulation EU 2016/679 of the European Parliament and of the Council of April 27, 2016 (hereinafter referred to together as the “Applicable regulation”).

For the purposes of managing the contractual relationship between the Parties, each Party processes the other Party’s contacts as a data controller within the meaning of the Applicable regulation, for the duration of the Contract. This processing is necessary for the proper performance of the Contract and only concerns the identification data (in particular surname, first name, email address, telephone number) of the contact persons. The personal data are kept for the time strictly necessary to manage the contractual relationship between the Parties.

The Parties’ staff, their auditing departments (in particular the auditor) and their data processors may have access to the personal data processed.

The processing may give rise to the exercise by the Parties’ contacts of their rights under the Applicable regulation, namely: (i) the right to access to personal data, (ii) the right to rectify, (iii) the right to erase or restrict the processing, (iv) the right to object to the processing, (v) the right to request data portability and (vi) the right to lodge a complaint with a competent supervisory authority.

17.2 Processing of personal data by the Sub-Contractor as a data processor

As part of the Services, the Sub-Contractor processes personal data of the Clients on behalf of the Applicant, as a sub-processor within the meaning of the Applicable regulation. Clients are the data controller of the personal data and the Applicant is the data processor of the Client within the meaning of the Applicable regulation. The Applicant has decided to use the services of the Sub-Contractor to entrust it with all or part of the processing of personal data carried out for Clients. Therefore, the Sub-Contractor acts as sub-processor of Clients.

17.2.1 Role of the Parties

For purposes of this section:

1. Client is the data controller;
2. Applicant is the data processor;
3. The Sub-Contractor is the sub-processor.

17.2.2 Sub-Contractor’s obligations to the Applicant

The Sub-Contractor undertakes to:

1. process the personal data only for the sole purpose(s) for which it is being processed as described in Appendix 1;
2. process the personal data in accordance with the documented instructions of the Applicant, including with respect to transfers of personal data to a country located outside the European Union;

If the Sub-Contractor considers that an instruction constitutes a breach of the GDPR or any other provision of Union or Member State law relating to data protection, it shall immediately inform the Applicant. In addition, if the Sub-Contractor is required to transfer personal data to third country or to an international organization under Union law or the law of the Member State to which it is subject, it must inform the Applicant of this legal obligation prior to processing, unless the law concerned prohibits such information on important grounds of public interest;

1. ensure the confidentiality of personal data processed under this article;
2. ensure that persons authorized to process personal data under this section:
1. are committed to confidentiality or are subject to an appropriate legal duty of confidentiality;
2. receive the necessary training in the protection of personal data.
3. take into account, with respect to its tools, products, applications or services, the principles of privacy by design and privacy by default in accordance with the Applicable regulation.

17.2.3 Subcontracting

The use of any subsequent sub-processor by Sub-Contractor (hereinafter “Subsequent sub-processor”) to perform specific processing activities under the Contract is prohibited.

In any event, the Subsequent sub-processor shall be required to comply with the obligations of this section 17 on behalf of and as directed by the Applicant. It is Sub-Contractor’s liability to ensure that the Subsequent sub-processor presents the same sufficient guarantees as to the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the Applicable regulation. If the Subsequent sub-processor fails to meet its data protection obligations, the Sub-Contractor shall remain fully liable to the Applicant for the Subsequent sub-processor’s performance of its obligations.

17.2.4 Transfers of personal data outside the European Union

The Sub-Contractor may not transfer personal data outside the European Union unless (i) it has received prior written authorization from the Applicant and (ii) it takes the necessary measures to ensure that the transfer complies with Chapter V of the GDPR. Such measures may include (without limitation) transferring personal data to a recipient in a country that has been determined by the European Commission to provide adequate protection, to a recipient that has adopted Binding Corporate Rules in accordance with the GDPR or to a recipient that has entered into Standard Contractual Clauses adopted and approved by the European Commission (“SCCs”). Sub-Contractor shall ensure that its Subsequent sub-processor comply with such clauses and shall be liable in the event of non-compliance by such Subsequent sub-processor.

The Parties acknowledge that by signing this Contract and in the event the Sub-Contractor is in a country located outside the European Union and has not been recognized by the European Commissions as having an adequate level of protection, the SCCs, completed as follows, shall apply to the transfer of personal data between the Applicant and the Sub-Contractor:

1. the data exporter is the Applicant, and the data importer is the Sub-Contractor;
2. Module 3 (Processor to Processor) shall apply;
3. Clause 7 shall not apply;
4. Clause 9.a), the option chosen for the use of Subsequent sub-processor will be the specific prior authorization option. The importer must submit its request for specific authorization at least 1 (one) month prior to hiring the Subsequent sub-processor;
5. Clause 11, the option to file a claim with an independent dispute resolution body will not apply;
6. Clause 13(a), the option [If the data exporter is established in a Member State of the Union] shall apply;
7. Clause 17 : option 2 applies. French law shall govern the SCCs;
8. Clause 18 – the French court shall have jurisdiction to settle any dispute arising out of the SCCs;
9. Appendixes of the SCCs are deemed to be completed in accordance with the information set forth in Appendix 1.3 of this Contract.

17.2.5 Exercise of data subjects’ rights

In the event that the Sub-Contractor receives a request from a data subject to exercise his or her rights in relation to the processing operations referred to in this article, the Sub-Contractor undertakes to transmit to the Applicant at the following address: support@isahit.com, the request as soon as the request is received, and at the latest within two (2) working days of its receipt.

In addition, the Sub-Contractor shall assist the Applicant and the Client in fulfilling their obligations to comply with requests to exercise the rights of data subjects: right to access, to rectify, to erase, to object, to restrict the processing, to data portability and the right not to be subject to an automated individual decision (including profiling).

17.2.6 Notification of personal data breaches

The Sub-Contractor shall notify the Applicant of any personal data breach immediately or within a maximum of twenty-four (24) hours after becoming aware of it and by the following means: sending an email to support@isahit.com. This notification contains:

• The description of the nature of the personal data breach including, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned ;
• The description of the likely consequences of the personal data breach;
• The description of the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects;
• The name and contact details of the data protection officer or other contact point where more information can be obtained.

The Sub-Contractor undertakes to remedy the personal data breach immediately and to actively collaborate with the Applicant and the Client in order to take the necessary actions to correct any malfunction that may have caused or resulted from the personal data breach and to prevent the breach from recurring.

The Sub-Contractor shall refrain from disclosing any information relating to a personal data breach, except where such disclosure results from a legal or regulatory obligation or has been authorized by the Applicant or the Client.

17.2.7 Assistance of the Sub-Contractor in the compliance of the Applicant and the Client with their obligations

The Sub-Contractor shall assist the Applicant and the Client in the performance of data protection impact assessments and in case of prior consultation with the supervisory authority.

17.2.8 Security measures

The Sub-Contractor undertakes to take all necessary precautions to preserve the confidentiality and security of personal data and in particular to prevent them from being distorted, damaged, misappropriated or communicated to unauthorized third parties, and more generally to implement all appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction, accidental loss, alteration, disclosure or unauthorized access.

The Sub-Contractor undertakes to take all measures to (i) ensure the confidentiality, integrity, availability and ongoing resilience of the processing systems and services and (ii) restore the availability of personal data and access to them within an appropriate legal deadline in the event of a physical or technical incident, and (iii) regularly test, assess, and evaluate the effectiveness of these measures.

The Sub-Contractor shall make available to the Applicant and the Client, documents relating to the security of the personal data, including, but not limited to the necessary technical documentation, the risk assessments produced, and the detailed list of security measures implemented.

17.2.9 Fate of the data

At the end of the Services, the Sub-Contractor undertakes, at the Applicant's discretion, to:

• destroy all personal data, or
• return all personal data to the Applicant and/or the Client.

The return shall be accompanied by the deletion of all existing copies in the Sub-Contractor's information systems. Once deleted, the Sub-Contractor shall provide written justification for the deletion.

17.2.10 Data protection officer

The Sub-Contractor shall provide the Applicant with the name and contact details of its data protection officer, if it has appointed one in accordance with Article 37 of the GDPR.

17.2.11 Record of processing activities

The Sub-Contractor declares that he maintains a written record of all categories of processing activities carried out on behalf of the Applicant.

17.2.12 Documentation

The Sub-Contractor shall make available to the Applicant and the Client, the necessary documentation to demonstrate compliance with all of his obligations and to permit the performance of audits, including inspections, by the Applicant, the Client or any other auditors appointed by the Applicant, and to contribute to these audits.

In the event of any noncompliance with the Applicable regulation identified during an audit, the costs of the audit shall be borne by the Sub-Contractor and the latter shall promptly remedy such noncompliance. The Sub-Contractor shall provide the Applicant and the Client with written documentation demonstrating that the noncompliance has been remedied in accordance with the Applicable regulation.

Article 18 - Miscellaneous stipulations

18.1 For all acts relating to the Agreement or its consequences, the Parties shall elect domicile at the addresses appearing at the top of this Agreement. In the event that one of the Parties changes its address, it must notify the other Party no later than thirty (30) days following the change.

18.2. All notifications, requests, demands or other communications given or made in accordance with the provisions of the Agreement shall be made in writing and sent by registered letter with acknowledgement of receipt or by electronic means with acknowledgement of receipt and shall be deemed to have been made upon first presentation or upon receipt, this provision being a condition of proof and not of validity.

18.3. The possible cancellation of one or more clauses of the Agreement shall not affect its other stipulations, which shall continue to have full and complete effect as long as the general scheme of the Agreement can be safeguarded.

In the event that the performance of one or more of the clauses of the Agreement is rendered impossible due to its cancellation, the Parties will attempt to come closer together in order to modify the stipulation concerned, the spirit and letter of which will be as close as possible to the former stipulation, the other stipulations of the Agreement remaining in force.

Failing this, or if the general scheme of the Agreement were to be fundamentally disrupted, the Parties may, by mutual agreement in writing, declare the Agreement null and void, in accordance with the provisions of the French Civil Code.

18.4 The Parties affirm that all of the clauses contained herein have been set forth in their sole statements as a result of negotiations between them and are in full conformity with their common intention and contractual agreements.

They declare that the Contract is not a contract of adhesion as defined in paragraph 2 of article 1110 of the Civil Code, i.e. a contract whose terms would have been removed from negotiation.

Thus, the Parties declare that the provisions of the Agreement were, in compliance with the mandatory provisions of article 1104 of the Civil Code, negotiated in good faith, and that in application of those of article 1112-1 of the same Code, all information whose importance is decisive for the consent of the other was revealed, knowing that failure to comply with the duty to inform could lead to its cancellation.

18.5 the Parties declare that they are duly constituted and may validly carry on their activities with respect to the state in which they are registered. They declare that they have the capacity to enter into the Agreement, the documents and deeds to be signed pursuant thereto and to carry out the operations contemplated therein.

In particular, the Parties have all the necessary authorizations to sign this Agreement.

The Agreement may only be modified by an amendment signed by all Parties to the Agreement.

18.6 As evidence, the Parties agree that this Agreement will be established in electronic form by means of an electronic signature service or by electronic acceptance from their personal space by checking the box « I have read and accept the terms of the Agreement » and by clicking on the [Next] button, each of them agrees to recognize this electronic signature or electronic acceptance as having the same value as their handwritten signature.

Appendix 1 – Personal data

1. Description of the personal data processing carried out by the Sub-Contractor on behalf of the Applicant

2. List of the authorized Subsequent sub-processors

• The Sub-Contractor is not authorized under this Contract to use a Subsequent Sub-processor.

3. Appendix to SCCs

ANNEX I

1. LIST OF PARTIES

2. DESCRIPTION OF THE TRANSFER

Categories of data subjects whose personal data is transferred	See Appendix 1.1
Categories of personal data transferred	See Appendix 1.1
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.	N/A
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).	Personal data will be transferred on a continuous basis
Nature of the processing	See Appendix 1.1
Purpose(s) of the data transfer and further processing	See Appendix 1.1
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period	See Appendix 1.1
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing	See Appendix 1.2 – List of the authorized Subsequent Sub-processors

3. COMPETENT SUPERVISORY AUTHORITY

The French supervisory authority.

🇫🇷 VOIR EN FRANÇAIS

On this page

• Terms & Conditions
• Article 1 - Purpose of the Agreement
• Article 2 - Mission of the Sub-Contractor
• Article 3 - Obligations of the Parties
• Article 4 - Monitoring of the execution of the Mission
• Article 5 - Quality monitoring - Level of Performance - Serious Fault - Fraud - Internal communication
• Article 6 - Remuneration of the Sub-Contractor
• Article 7 - Duration
• Article 8 - Subcontracting
• Article 9 - Social and fiscal obligations
• Article 10 - Intellectual property - Image rights - Patents
• Article 11 - Liability
• Article 12 - Force Majeure
• Article 13 - Plea of non-performance
• Article 14 - Termination
• Article 15 - Applicable Law - Disputes
• Article 16 - Confidentiality
• Article 17 - Processing of Personal Data
• Article 18 - Miscellaneous stipulations
• Appendix 1 – Personal data
• 1. Description of the personal data processing carried out by the Sub-Contractor on behalf of the Applicant
• 2. List of the authorized Subsequent sub-processors
• 3. Appendix to SCCs