These General Terms and Conditions of Sale are updated as of October 28, 2024.
Between: Hereinafter Wolfpack QA SAS or the "Company"
The company Wolfpack, a simplified joint-stock company with a capital of 1,000 euros, registered with the Paris Trade and Companies Register under number RCS 933 005 134, whose registered office is located at 4 rue des Couronnes, 75020 Paris, France.
And: Hereinafter the Client
Collectively referred to as "the Parties" and individually as "a Party"
Wolfpack is engaged in the creation and development of software accessible from the website www.wolfpackqa.com (hereinafter the "Site") and the publishing of computer software for professionals.
1.1 These General Terms and Conditions of Sale (GTC) govern the contractual relationship between the Parties regarding the Subscription. The GTC apply only to professionals, excluding consumers. As such, the Client acknowledges having the status of a professional, in accordance with the applicable provisions of the Consumer Code. The Client acknowledges having the authority to bind the company.
1.2 The term "Subscription" refers to:
2.1 The term "Client" refers to any legal or natural person who has subscribed to the Subscription on the Site.
2.2 The term "Consumption" refers to any action by the Client that resembles the use of the Subscription, including the use of the UI test automation services offered by Wolfpack, without this list being exhaustive.
2.3 The term "Third Party" refers to any natural or legal person not party to these GTC.
2.4 The term "Service Fees" refers to the remuneration received by the Company for performing services on behalf of its Clients.
2.5 These GTC supersede any prior document, any other written or verbal agreement relating to the Subscription, and prevail over any contrary provision that may be contained in documents emanating from the Client.
2.6 If any provision of these GTC or its application to any person or circumstance is found to be void, such voidance shall not affect other provisions or applications of these GTC, which shall remain in force, separate from the provision deemed void. To this end, the provisions of these GTC are declared severable.
2.7 The GTC are written in the French language. A translation in English may be provided for information purposes. In case of contradiction, only the French version shall prevail between the Parties.
3.1 The purpose of these GTC is to determine the conditions under which Wolfpack grants the Client, who accepts, the non-transferable, non-exclusive, and personal right to use the service whose characteristics are specified in the previous article.
3.2 Wolfpack expressly reserves the right, without compensation, to modify, for improvement purposes, without notice and at any time, all or part of the service or its access modalities and, where applicable, the presentation and/or content of the features.
3.3 The GTC are systematically sent or given to each Client before subscribing to the service. Consequently, the fact of ticking the box of acceptance of the GTC prior to registering their bank account details or payment details with the payment service provider implies the full and unreserved adherence of the Client to these GTC, to the exclusion of any other documents in their possession such as catalogs or brochures issued by Wolfpack, which will have only an indicative and non-contractual value.
4.1 The Client accesses the online service via the Internet, through the Site, using a username and password that they must define upon creating their account.
4.2 The Client will thus have access to the service in SaaS mode 24 hours a day, 7 days a week, except in case of maintenance operations, possible breakdowns, or force majeure affecting Wolfpack.
4.3 The Client is responsible for subscribing, with an Internet service provider, to a subscription allowing them to access the Site and the service. The Client ensures the compatibility of their technical environment required for access and/or use of the service.
4.4 The Subscription subscribed by the Client is only valid for their representatives and employees and cannot under any circumstances be used by a Third Party. The Client acknowledges that the access codes to the service are strictly personal, confidential, and non-transferable. The Client undertakes to preserve the confidentiality of their access codes to the service and to take all necessary measures to prevent the communication of these codes that would allow Third Parties to illicitly access the service.
5.1 The service accessible through the Site is regularly updated by Wolfpack.
5.2 Wolfpack undertakes to do its utmost to ensure that maintenance operations do not disrupt the Client's use. When maintenance or update operations result in the suspension of the service, Wolfpack undertakes to notify the Client as soon as possible.
6.1 Monthly payment plans: The contract relating to the service takes effect from the date of activation of the service for an initial and fixed duration ("Initial Duration") of one (1) month. At the end of this initial duration, the contract is renewed by tacit agreement for a duration of one (1) month, and therefore new subscription fees will be due monthly.
6.2 Termination of monthly payment plans: The contract may be terminated at any time. The Client must request the termination of their subscription from their Client area, in the “Organization” then “Subscription” tab by clicking on the “Cancel plan” button. The termination will be effective at the end of a period of one (1) month from the termination request. The amount paid for the subscription month of termination remains due to the Company.
6.3 Annual payment plans: The contract takes effect from the date of activation of the service for an initial and fixed duration ("Initial Duration") of one (1) year. At the end of this Initial Duration, the contract is renewed by tacit agreement for the same duration, and therefore new subscription fees will be due annually.
6.4 Termination of annual payment plans: The contract may be terminated at any time. The Client must request the termination of their subscription from their Client area, in the “Organization” then “Subscription” tab by clicking on the “Cancel plan” button. The termination will be effective at the end of a period of one (1) month from the termination request. The total amount paid for the subscription remains due to the Company.
7.1 Subject to mandatory legal provisions, Wolfpack and the Client may terminate the Contract in case of serious breach, not remedied within thirty (30) days following notice, provided they notify their decision to the other Party by registered letter with acknowledgment of receipt or by email.
Constitutes a serious breach: (i) the fact for a Party not to remedy a serious contractual breach within fifteen (15) days following the notice sent by registered letter with acknowledgment of receipt, (ii) the total or partial non-payment of an invoice on its due date by the Client.
7.2 Constitutes a serious breach within the meaning of the previous article:
7.3 In case of early termination of the contract at the fault of the Client and for any reason whatsoever, all sums remaining due by the Client will become immediately payable without prejudice to any damages that may be due to Wolfpack. Furthermore, the defaulting Party undertakes to indemnify the other Party for all proven damages suffered resulting from the termination of the contract due to a breach of the defaulting Party to its contractual obligations.
8.1 In return for access to the service under the conditions provided herein, the Client undertakes to pay Wolfpack a fee for the use of the service. In case of early termination of the Contract for any reason whatsoever, the Client undertakes to pay Wolfpack all sums remaining due for the Service fee.
8.2 The amount of the service fee is indicated on the Site, in euros, excluding taxes. The rates indicated on the Site are those in force on the day of signing the contract.
8.3 The amount of the service fee is payable upon signing the contract. Payment of the service fee will be made by automatic monthly or annual debit depending on the chosen plan. The sums due to Wolfpack do not include the cost of Internet connection which remains the responsibility of the Client.
8.4 Wolfpack may modify the amount of the service fee provided it informs the Client by any means at least fifteen (15) days before the entry into force of this price change. The new service fee only applies to the renewal of the service: the month following notification to the Client for monthly payment plans, the year following notification to the Client for annual payment plans. The Client is free to oppose the price change by sending a termination request within fifteen (15) days following notification. In the absence of a termination request within this period, the Client is deemed to have accepted the new service fee.
8.5 The Client has the possibility to modify their Order and correct any errors before proceeding to the acceptance of their order.
8.6 The Service is provided subject to the Client's acceptance of these GTC. The latter is deemed to have accepted the GTC and the Data Protection Policy by means of a clickable button « Confirm and pay » when ordering the Service. These GTC govern the contractual relations between the Company and the Client who accepts them without reservation.
8.7 After acceptance of these GTC and validation of the order, the contract is validly concluded between Wolfpack and the Client and binds them irrevocably. An email confirming their order request will then be sent to them.
8.8 Wolfpack recommends that the Client keep the information contained in the confirmation of their order request established to their attention by Wolfpack, on paper or electronic support.
8.9 Orders placed by the Client are therefore firm and irrevocable and are subject to these GTC.
8.10 Wolfpack reserves the right to cancel or refuse any order from a Client with whom there is a dispute relating to the payment of a previous order.
8.11 Prices are mentioned on the Site in the service descriptions, in euros and excluding taxes.
8.12 The total amount is indicated in the order summary, before the Client accepts these GTC, validates their service order, fills in and validates their billing information, and proceeds to payment. This total amount is indicated excluding taxes and including all taxes.
8.13 The order of the service on the Site is payable in euros. The total payment must be made on the day of the order by the Client, by transfer to Wolfpack's account.
8.14 The Site uses the secure payment system Stripe for payment by credit card and SEPA direct debit, a provider specializing in online payment security. This system guarantees the Client the total confidentiality of their banking information. The banking transaction, carried out between the Client and the chosen secure system, is therefore entirely encrypted and protected. The Client's banking details are not stored electronically by Wolfpack.
8.15 The Client may not, under any pretext, make any deduction between the sums that Wolfpack may owe them and the sums they owe to Wolfpack, unless expressly agreed by the latter to do so. To the extent applicable, VAT will be added by Wolfpack to the invoiced amounts.
8.16 Wolfpack reserves the right to suspend or cancel any execution of the service in case of non-payment or partial payment of any sum that would be due by the Client to Wolfpack. In case of non-payment of an invoice on its due date, interest at the legal rate in force increased by four (4) points will automatically be applied by Wolfpack until full payment, without prior notification.
8.17 In accordance with articles L.441-6 of the Commercial Code and D.441-5 of the Commercial Code, any late payment automatically entails, in addition to late penalties, an obligation for the Client to pay a fixed compensation of forty (40) euros for recovery costs. When the recovery costs incurred are higher than this fixed compensation, Wolfpack may request additional compensation, upon justification.
9.1 The Company undertakes to respond to any complaint within a maximum period of ten (10) working days from receipt of a written request via the platform's messaging system.
9.2 For any order of an annual payment plan having 30 calendar days or less, the Company undertakes, after examining the Client's complaint, to offer a full or partial refund, less cancellation fees of 150€ excluding taxes. The period runs from the effective date of the Subscription contract.
9.3 For any order of an annual payment plan having 31 calendar days or more, no refund can be offered. The period runs from the effective date of the Subscription contract.
9.4 By exception to all the foregoing in article 9, for any order of an annual payment plan that has been partially or fully Consumed, no refund can be offered.
9.5 For any order of a monthly payment plan, no refund can be offered.
10.1 The Client is solely responsible for the use they make of the service, notably regarding the use and interpretation of the information made available to them by Wolfpack, as well as the actions and advice they deduce from it within the framework of their professional practice. Wolfpack will only be liable for the legal warranties applicable to its service where applicable, excluding any other warranty.
10.2 Wolfpack will be responsible for its negligence and faults, as well as those of its agents, if any of these negligence or faults is likely to cause the death of a person or injure them.
10.3 Wolfpack's liability, for direct and proven damages caused to the Client, is limited to the amount of the order in question. Under no circumstances will Wolfpack be liable for indirect, incidental, or special damages as defined by the jurisprudence of French courts.
10.4 Wolfpack cannot under any circumstances be held responsible for: (i) damages due to the Client's non-fulfillment of their obligations; (ii) any financial or commercial prejudice such as, for example, loss of profit, loss of clientele, loss of data, any commercial disturbance, loss of orders, which constitute unforeseeable and indirect damages and therefore do not give rise to compensation.
10.5 Wolfpack cannot be held responsible for non-performance of the contract in case of force majeure as defined by article 1218 of the Civil Code and French courts, and in case of damages due to a third party or attributable to misuse or non-compliant use by the Client of the services, in violation of Wolfpack's instructions or industry standards.
11.1 The service, as well as all the data appearing on the Site, is protected by copyright and by database rights in accordance with the Intellectual Property Code. These elements may not under any circumstances be reproduced, represented, lent, exchanged, sold, distributed, or transmitted, even partially, except in cases expressly authorized by law or provided for in the contract. The functionalities of the service cannot be used for purposes of violating or circumventing these intellectual property rights.
11.2 The Client undertakes not to use the service for purposes other than those expressly provided for in the contract, and not to disseminate, publish, sell, or exchange in any way whatsoever the content to which they have access and, more generally, not to infringe, directly or indirectly, in any way whatsoever, the rights of Wolfpack.
11.3 The Client undertakes not to reconstitute or attempt to reconstitute, from the data and/or using the service, a database aimed at offering, directly or indirectly, free of charge or for a fee, the same service or a comparable service, to any third party to their company with the aim of circumventing the personalized access to the service from which they benefit.
11.4 The Client undertakes more generally not to infringe the intellectual property rights held by Wolfpack on the service or any other element appearing on the Site protected by an intellectual property right, including trademarks and logos.
The provisions concerning the protection of personal data as derived from the Data Protection Act dated January 6, 1978, as amended, and the General Data Protection Regulation ("GDPR"), are located in an annex document entitled "Privacy Policy", accessible at the following link: Privacy Policy.
13.1 Applicable Law: The contract is interpreted and governed in accordance with French law without regard to conflict of law principles.
13.2 Jurisdiction: Only the courts within the jurisdiction of the Court of Appeal of Paris shall be competent to hear disputes of any kind or disputes relating to the interpretation or execution of these GTC, notwithstanding multiple defendants, incidental claims or summary proceedings, or warranty calls, unless Wolfpack prefers to bring proceedings before any other competent jurisdiction.
13.3 Assignment: Wolfpack may decide to assign or transfer the rights or obligations conferred upon it by these GTC provided that the Client benefits from the same obligations as Wolfpack and under the same conditions.
13.4 Evidence Agreement: The Parties agree that all writings, including electronic writings, exchanged between them as well as all data, notably technical data, are valid evidence and prove the content of their exchanges and commitments.
13.5 Contact:Wolfpack can be contacted at any time by email at the following email address: contact@wolfpackqa.com.
These General Terms and Conditions of Sale are valid from October 28, 2024.
