PREAMBLE
MANTRA has developed a cybersecurity awareness platform for companies, accessible via the Internet. Within the framework of indirect commercialization, the Platform and the Services are invoiced through an authorized Partner. These CGAU set out the contractual relationship between the Parties (MANTRA, the Partner, and the Client).
The Client acknowledges that they may only subscribe to a Subscription and access the Platform and Services through a Partner and subject to acceptance of these CGAU.
ARTICLE 1. DEFINITIONS
Personal Data: means any information (name, address, telephone number, etc.) relating to an identified or identifiable natural person.
Subscription: means the Client’s subscription to the Services for a certain period and a specific number of End Users, made via a Partner.
Hosting: means the hosting of the Platform on external servers.
Identifier: means the access codes and password of an End User allowing access to the Services.
Information: all news, information, content (including text, images, data, sound, audiovisual or multimedia content, etc.), databases, document repositories, and/or search engines made available to Clients by MANTRA as part of the Services.
Quotation: means the document issued by the Partner summarizing the financial terms of the Subscription.
Client: means the natural or legal person (through its representative) who subscribes to a Subscription via a Partner and accepts these CGAU.
Trial Period: means the possibility, at MANTRA’s sole discretion, of granting potential clients and/or users a free discovery period of the Platform and its Services, of a duration unilaterally determined by MANTRA.
Partner: means any business partner authorized by MANTRA to offer the Services to Clients.
Platform: means the cybersecurity software platform published by MANTRA at the following address: mantra.ms, offering various functionalities.
Services: include, in particular, phishing simulation features, cybersecurity awareness, threat reporting, warnings related to risky emails, as well as browser protection (the “Functionalities”), and more generally, access to the Platform, support and maintenance, and any other service provided by MANTRA teams that falls within the scope of the Client’s Subscription as defined in the Quotation.
End User(s): means any natural person, employee, corporate officer, or associate of the Client, authorized under these CGAU to use the Services under the Client’s Subscription, through an Identifier.
ARTICLE 2. PURPOSE
The CGAU define the terms and conditions governing the provision and supply of the Platform and Services by MANTRA to the Client, in return for the payment to a Partner by the Client of the agreed price, and compliance with the limits of use of the Services.
They apply to the subscription of all types of Subscriptions.
ARTICLE 3. EFFECTIVE DATE, TERM, AND TERMINATION OF THE SUBSCRIPTION
Except in cases of a Trial Period, use of the Platform is strictly subject to a Subscription.
The Client subscribes to an annual Subscription by accepting the CGAU. The CGAU are made available to the Client at the time of each Subscription. The CGAU are enforceable against the Client, who acknowledges having read and expressly accepted them without reservation prior to validating their Subscription.
The CGAU, together with the signed Quotation and invoices, constitute the binding contractual documents for the Client, to the exclusion of all others, in particular the Client’s own general terms and conditions of sale and/or purchase and/or purchase orders.
The Subscription start date is that indicated in the Quotations provided to the Client and corresponds to the date the Services are made available to the Client. The provision of Services consists of creating the Client’s access to the Platform. If the Subscription start date is not specified, it may not exceed 30 days after the date of signature and/or acceptance of the Quotation.
Billing is carried out on the Subscription start date. If, after 30 days, the Services are not made available for any reason, the Partner reserves the right to start billing the Subscription.
The Subscription takes effect on the date of subscription. The Subscription is valid for twelve (12) months and is tacitly renewable for successive twelve (12)-month periods.
In the event that a new Subscription is concluded with an existing Client, whether or not it concerns the same End Users, the new Subscription start date will be that of the first invoice issued following signature of the new Quotation, and the billing cycle will be reset.
The Client may, however, terminate the Subscription at any time up to three (3) calendar months before the end of the current Subscription period, by registered letter with acknowledgment of receipt sent to MANTRA’s registered office.
Any termination request from the Client will be confirmed by email from MANTRA. Termination will only take effect as of the Subscription anniversary date.
ARTICLE 4. PROVISION OF PLATFORM SERVICES
Content of the Platform and Services
The Services include:
- A right of access, consultation, and use of the Platform;
- A right of access and use of the Functionalities;
- On-site or remote training for the Client and/or one of its representatives responsible for administering the Services, dedicated to onboarding and use of the Platform;
- Customer support and assistance under the conditions of Article 7.
The Client may also benefit, upon request from MANTRA or the Partner and subject to a Quotation, from additional training and/or customization services.
MANTRA reserves the right to replace a Service Functionality with another of equivalent quality and content. The Client will be informed in advance and may request termination under Article 3.
MANTRA reserves the right to immediately suspend access to Services without notice in cases of force majeure, intrusion attempts, or attacks on the Platform’s security.
MANTRA also reserves the right to completely discontinue a Service. In such case, the Client will be informed and refunded any amounts paid corresponding to the remaining Subscription term.
Access to Services
The Client has a non-exclusive, non-transferable right of access and use of the Platform, for each End User, during the Subscription term and in accordance with its terms and conditions.
Services are accessible only to End Users. Any use of the Client’s access to the Services by an unauthorized person makes the Client liable.
Once MANTRA opens access to the Platform for the Client, the Client is responsible for assigning available access rights to End Users under their Subscription.
Each End User is responsible for creating and maintaining/resetting their Identifier. MANTRA may send communications about the Platform or updates of the Services and CGAU by email to the Client’s designated contact person.
Each Identifier is personal, individual, confidential, and non-transferable.
The Client undertakes to ensure that it and its End Users keep Identifiers secret and do not disclose them to anyone other than End Users. The Client is fully responsible for the use and safekeeping of Identifiers. The Client is also responsible for the security of individual workstations used to access the Online Service. Lending, sharing, transferring, or selling Identifiers is prohibited and unenforceable against MANTRA. Any access to the Service via End User Identifiers may engage the Client’s liability.
The Client agrees to immediately notify MANTRA of any loss, theft, or unauthorized use of End User Identifiers so that MANTRA can promptly take appropriate measures.
Availability and Maintenance
The Platform is accessible 24/7, except in cases of force majeure or events beyond MANTRA’s control, and subject to necessary maintenance or updates. End Users are informed that Services may be suspended without notice for these operations.
The Client acknowledges that connection to the Services is made via the Internet and is aware of the technical risks that may affect the network, resulting in slowdowns or unavailability. MANTRA cannot be held responsible for difficulties accessing Services due to Internet disruptions.
A document specifying detailed SLAs of the Platform is available from MANTRA upon request.
Conditions of Use of the Services
The Functionalities made available to the End User by MANTRA as part of their Subscription are protected by intellectual property rights.
No Service functionality may be used by the Client and/or its End Users outside the limits and conditions set forth in this license.
MANTRA grants the Client a personal, restricted, non-exclusive, non-assignable, and non-transferable license, without the right to sublicense, to access and use the Services, under the terms and limits defined herein.
The User expressly agrees:
- To use the Services and Functionalities strictly for its own internal needs;
- Not to infringe MANTRA’s intellectual property rights over the Platform or the Functionalities;
- Not to reconstruct or attempt to reconstruct, from the Functionalities and/or Services, a database to directly or indirectly provide the same or a comparable service, free or paid, to unauthorized persons, and/or distribute or sell information to help a person reconstruct such a database or equivalent service;
- Not to use the name “MANTRA” without MANTRA’s prior written authorization;
- To maintain confidentiality of their Identifier(s) and ensure no third party can gain illicit access to the Services;
- To immediately notify MANTRA in case of theft, loss, or misuse of Identifier(s);
- To ensure all authorized End Users comply with these obligations.
Any other use is expressly reserved by MANTRA, in particular any substantial extraction of Information, reproduction, distribution, resale, adaptation, translation, press review use, or text/data mining. Any use not covered by this license may be subject to MANTRA’s specific prior authorization.
ARTICLE 5. FINANCIAL TERMS
The financial terms relating to access to the MANTRA Platform and Services are established between the Client and the Partner.
ARTICLE 6. BREACH BY ONE OF THE PARTIES
The Subscription to the Services may be automatically and rightfully terminated by either Party if the other Party fails to comply with its obligations.
Termination of the Subscription will take effect thirty (30) days after notification by one Party, by registered letter with acknowledgment of receipt, of the other Party’s breach of one of its obligations.
MANTRA may, in particular, suspend and terminate the Subscription automatically and without notice in the event of:
- Non-payment by the Client of any invoice from the Partner relating to access to the Platform and MANTRA Services;
- Violation by the Client of the scope of usage rights / conditions of use of the Services;
- Intrusion attempts or attacks on the logical integrity of the Platform.
Any simultaneous connections detected on the Platform or activities exceeding the usage levels corresponding to the Subscription may result in suspension of the Services or automatic invoicing of fees corresponding to the Services unduly used.
It is expressly agreed between the Parties to exclude the application of Article 1226 of the French Civil Code, so the only mechanism for termination shall be the termination clause set forth in the preceding paragraph.
In the event of early termination of the Subscription, whatever the cause, all sums still owed by the Client to the Partner will become immediately due, without prejudice to any damages that may be claimed by MANTRA.
ARTICLE 7. SUPPORT AND CONTACTS
For technical assistance, additional services, training or customization, or for billing questions, the Client may contact MANTRA:
- By email at: contact@mantra.ms;
- Via the contact form or the instant messaging module available on the Platform.
Any issue related to the Client’s Internet access or hardware configuration is not covered by MANTRA’s Customer Support.
ARTICLE 8. PERSONAL DATA PROTECTION
The Parties undertake to comply with the applicable rules on data protection, and in particular Law No. 78-17 of January 6, 1978 as amended (“French Data Protection Act”) and Regulation (EU) 2016/679 of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”).
The Parties agree that MANTRA qualifies as a processor within the meaning of Article 28 of the GDPR and that the Client qualifies as a data controller. Under no circumstances shall the Parties be deemed joint controllers within the framework of the Services. As such, the Parties agree that the obligations applicable to data processing are described in the Data Processing Agreement (DPA). Should an error in qualification be established, the Parties must meet to amend this clause and take all measures necessary to comply with applicable rules.
In addition, MANTRA may process Client data (e.g., employee data) in the performance of the Services. For information in this regard, the Client may consult MANTRA’s Privacy Policy, available at any time on www.mantra.ms. The Client undertakes to inform its users of this Privacy Policy.
ARTICLE 9. LIABILITY
MANTRA grants no express or implied warranty regarding the Information and data published on the Platform or the Functionalities.
The Client is solely responsible for the use and interpretations it makes of the Information and Functionalities provided by MANTRA, as well as for any actions or advice derived therefrom.
The use and exploitation of the Information and results from the Functionalities are carried out at the Client’s sole responsibility and risk, including the use of links on social networks. MANTRA is not intended to substitute for the Client in performing research, interpreting Client questions, or analyzing Information obtained through the Functionalities.
Under no circumstances shall MANTRA be held liable for direct or indirect damages caused by the Information provided via the Platform. By express agreement between the Parties, indirect damages include financial or commercial losses, loss of profits, data, or customers, as well as any claims brought by third parties against the Client.
MANTRA shall not be held liable for damages resulting from the Client’s access to the Platform: the use of the Platform and Services is at the Client’s own risk. Uploading non-anonymized or confidential documents to the Platform is the Client’s sole responsibility.
MANTRA’s liability is limited solely to direct damages caused by its proven fault and shall not in any way extend to indirect, unforeseeable, or consequential damages arising from the Client’s use of the Platform.
In any event, if MANTRA’s liability were engaged by the Client under the Subscription, MANTRA’s total annual liability for direct damages shall be limited, all causes and damages combined, to the amount of Subscription fees received by MANTRA over the last twelve (12) months.
ARTICLE 10. TRADEMARKS
MANTRA and the Client are each the sole and exclusive holders of the rights to their respective names, trademarks, and logos.
No Party shall issue a press release without the prior approval of the other Parties. However, a Party may use the name, logo, or trademark of the other Parties for promotional purposes, particularly to announce the conclusion of the contract, describe the Services in general terms, whether in its internal, commercial, or promotional documentation, website, presentations, or sales proposals.
Such use is subject to strict compliance with the graphic charter of the other Party.
ARTICLE 11. MISCELLANEOUS
None of the Parties shall be held liable for a failure to perform any of its obligations if such failure results from circumstances beyond its control, unforeseeable, and irresistible.
Any breach resulting from such a force majeure event lasting more than one month shall entitle the non-defaulting Party to declare the Subscription terminated by operation of law under the conditions described above, provided that this right may only be exercised as long as the breach persists.
The Client may not assign or transfer any of its rights or obligations under the CGAU without the prior written consent of MANTRA.
If any provision of the CGAU conflicts with an applicable legal or regulatory provision and/or is declared null or unenforceable by a competent court, it shall be deemed unwritten, and all other provisions shall remain fully enforceable.
Failure by either Party, at any time or for any period, to enforce strict performance of any provision of the CGAU shall not be construed as a waiver of its right to enforce such provision subsequently.
ARTICLE 12. EVIDENCE AGREEMENT
The data and information collected by MANTRA upon conclusion of the contract (including acceptance of the contract, activation of access to the Services or Client space, connection data, browsing, downloads, and more generally, End User activity) are retained by MANTRA as evidence. Archiving of such data by MANTRA is performed on a reliable and durable medium. These data and information shall serve as proof between the Parties unless proven otherwise.
In this respect, the Client is informed that MANTRA may collect IP addresses and connection data of devices accessing the Services, particularly for the purposes of access control, enforcement of MANTRA’s rights, and evidence of performance and/or breach of the contract or MANTRA’s rights.
ARTICLE 13. APPLICABLE LAW AND DISPUTES
The CGAU are governed by French law.
In the event of a dispute, the Parties shall endeavor in good faith to reach an amicable agreement.
Disputes relating to the validity, interpretation, performance, non-performance, suspension, or termination of the Subscription contract shall be submitted to mediation in accordance with the mediation rules of the Paris Mediation and Arbitration Center, to which the Parties declare adherence. The place of mediation shall be Paris. The language of the mediation proceedings shall be French.
To this end, the Party asserting a claim shall send a registered letter with acknowledgment of receipt to the other Party.
In any event, for disputes involving the payment of amounts below €5,000, the Parties are required, pursuant to Article 750-1 of the French Code of Civil Procedure, to engage in mediation, conciliation, or participatory proceedings before initiating court action.
If the dispute remains unresolved within 30 days from receipt of said registered letter, exclusive jurisdiction is granted to the courts of Paris, notwithstanding multiple defendants or third-party claims, including in emergency or protective proceedings, whether summary or ex parte.