Terms and conditions

PREAMBULE

MEDIAN offers a solution allowing the Customer to have access to a high speed internet connection based on systems including SIM Cards and router(s) (the “Systems”).

The service provided by MEDIAN includes, depending on the offer chosen, both the provision of the Systems and the subscription to the telecom networks to which the Systems are connected.

By making use of MEDIAN’s services, the Customer undertakes to accept these General Conditions. No service may be provided by MEDIAN in the event of refusal of one or more provisions of these General Conditions.

Article 1: Definitions

Each term beginning with a capital letter has the meaning indicated in its definition, whether in the singular or plural.

Subscription: means the subscription to the Services subscribed to by the Customer under the conditions defined herein.

Order Form: means the document mentioning the number of Systems made available to the Customer, as well as the pricing conditions relating to the Subscription.

SIM Card: designates the hardware medium in SIM or micro SIM format enabling access to the Network.

Customer: designates the company benefiting from the Services provided by MEDIAN under the conditions defined herein.

Interface: means a telephone, tablet, computer or any other device that the Customer wishes to connect to the Network.

Operator: means the telecommunications operator or operators with whom MEDIAN has concluded a contract for the provision of the services referred to herein.

Network: designates the telecommunications network to which the Router allows connection.

Services: means the service enabling the Customer to connect to the Network in the defined areas.

System: means a solution enabling the Customer to have access to a high-speed Internet connection based on systems comprising SIM Cards and routers.

Article 2 : Services proposés par MEDIAN

MEDIAN makes available to the Customer the number of Systems defined in the Purchase Order, for the duration mentioned in article 7 and under the conditions defined herein. Each System enables the Customer to connect to the Network in the defined areas.
The conditions for the provision of the support and maintenance service provided by MEDIAN are defined in article 5 hereof.
No services may be provided at MEDIAN’s expense unless expressly mentioned in these terms and conditions.

Article 3: Ordering and Use of the Systems

If Routers are ordered, they can be installed and configured according to the option selected on the Order Form for the Customer, upon payment of the first due date defined in Article 6.1 hereof.

The Customer is exclusively responsible for the use of the Systems. As such, the Customer undertakes to ensure :

– that they will use the Systems under conditions that comply with the regulations in force;
– that they will not damage the Systems.

The Customer alone shall decide on the methods by which it ensures the use of the Systems in accordance with the provisions mentioned in the above paragraph.

Article 4: Access to the Network

Connecting the Interface via the Systems allows access to a 4G network, provided that the User is in a location covered by that network at the time the System is activated.

Otherwise, the System provides access to the best quality mobile network available.

For all purposes, the Customer expressly acknowledges that MEDIAN is not responsible for the quality of the network managed by the Operators.

Article 5: Support and maintenance

5.1 System Replacement

HOTELWIFI agrees to replace any System that is lost, stolen, deteriorated or broken down, within five working days from the request for replacement made by the Customer. When the request for replacement concerns a lost, stolen, damaged or broken down Router, the cost of replacing the Router shall be invoiced to the Customer at a unit cost of one hundred and seventy-five euros (175 €) excluding VAT, to which shall be added the shipping costs.

Within the framework of router rental, if a router breaks down, it is replaced and the related costs are re- invoiced to the Customer (transport, management / reinstallation). Then after one year, after negotiation, Median will be able to take charge of this cost.

5.2. Access to Support

Support by e-mail and telephone is available to the Customer seven days a week, excluding public holidays, and is accessible between 9am and 7pm (metropolitan France). The support allows a remote diagnosis of the Router’s connection and, if necessary, to restart the line.

The support is accessible exclusively to the Customer.

Article 6: Financial conditions

6.1. Subscription

In return for the Services, the Customer undertakes to pay for the Subscription in accordance with the rates and terms and conditions defined in the Order Form.

In the event of renewal, the applicable rates are those in force on the renewal date. The current rates are available on request.

Start-up and installation costs calculated according to the terms and conditions specified in the Order Form are also due. No Service can be provided without payment of the first instalment and the commissioning fees.

6.2 Terms of Payment

The offers are invoiced progressively as the Systems are deployed. If a System is deployed during the month, then the billing will be prorated for the number of days remaining in the month from the commissioning.

Payments will be made to the bank account communicated at the time of signature of the present contract, according to the following terms and conditions:

Payment of the subscription, options and services:
Monthly invoicing at the end of the month, by bank transfer on receipt of the invoice, at the beginning of the month.

Payment of the acquired equipment
The payment is foreseen at the signature of the order for the acquisition of the equipment. Payment of the rented equipment:
– 6 months of monthly invoicing to be paid at the time of order.
– 7th month and beyond in monthly invoicing

Payments shall be made in euros and must be accompanied by the corresponding VAT payment at the rate in force on the day of payment.

Article 7: Duration

Subscription to the Services offered by MEDIAN is for a minimum period of thirty-six (36) months from the signing of this agreement. It shall then be renewed by tacit agreement for successive periods of thirty-six (36) months, unless terminated by either of the Parties by giving two (2) months’ notice by registered letter with acknowledgement of receipt.

Article 8: Premature cessation

In the event of a breach by one of the Parties that is not remedied within sixty (60) days following formal notice sent to this effect by registered letter with acknowledgement of receipt, the other Party may terminate the Subscription, ipso jure and without legal formalities, without prejudice to any damages and interest due.
MEDIAN also expressly acknowledges that in the event of transfer of its business by the Customer of at least fifty percent of its capital to a transferee, the Customer may transfer the contract to the new purchaser.

Article 9: Consequences of the end of Subscription

Access to the Network is interrupted on the date of termination of the Subscription.
The Customer undertakes to return the entire System made available to him/her within fifteen working days.
The non-return of a Router, or the return of a damaged Router, will be invoiced at a unit cost of one hundred and seventy-five euros (175 €) excluding VAT per Router.

Article 10: Warranty

Each Party warrants that it has the necessary rights to enter into this Agreement. In particular, MEDIAN guarantees that it has entered into all the necessary contracts with the Operators with a view to providing the Services.

Article 11: Legal liability

MEDIAN’s liability towards the Customer may under no circumstances be incurred in an amount exceeding the rates invoiced in consideration of the current Subscription.
The Customer expressly acknowledges that MEDIAN may under no circumstances be held liable for damages of any nature whatsoever that may be due directly or indirectly to a malfunction, lack of coverage or failure of the Network.
The Parties may not be held liable if the performance of their respective obligations is delayed or prevented due to a case of force majeure, an act of God or a cause beyond their control, such as in particular: natural disaster, war, earthquake, fire, explosions, riots, intervention by government authorities, bad weather, water damage, malfunction or interruption of the electricity or telecommunications network.

Article 12: Intellectual property

The present general terms and conditions shall under no circumstances constitute an assignment of intellectual property rights to the benefit of either of the Parties.
In this respect, the Client expressly refrains from disassembling, decompiling or carrying out any reverse engineering operation on the Routers made available to it.

Article 13: Personal Data

The Customer is solely responsible for the processing of personal data collected via the Systems.

Article 14: Confidentiality

The Parties undertake, on their own behalf, on behalf of their employees and salaried staff and on behalf of any person having access to their premises, to keep confidential the information defined hereafter (the “Confidential Information”).
In particular, the following shall be considered Confidential Information: all technical or non-technical information and data, but of a sensitive nature, such as ideas, concepts, know-how, graphics, diagrams, tables, marketing, financial, computer or commercial information transmitted by one Party to the other in the context of the provision of the Services.
However, the following information shall not be considered confidential:
a. Information already in the public domain at the time it is transmitted from one Party to the other ;
b. Information which is made available to the public, without breach of any obligation herein;
c. Information disclosed by a third party which holds the information legally and is entitled to disclose it.

The termination of the contractual relations of the Parties for any reason whatsoever shall not terminate the obligation of confidentiality provided for in this article.

Article 15: No Hiring

Each of the Parties undertakes, throughout the duration of their contractual relations and for a period of one (1) year from the date of their termination for any reason whatsoever, not to solicit or employ, directly or indirectly, any employee or worker of the other Party, or any employee or worker who has ceased to work for the other Party for less than one (1) year, except with the prior written agreement of the Parties.

Article 16: Assignment of the Contract

Each Party shall refrain from assigning or transferring in any way its rights and obligations under these general conditions without the prior and express agreement of the other Party.
It is however specified that each of the Parties may assign its rights and obligations arising from these general terms and conditions to any company in which it holds more than 50% of the voting rights or which holds 50% of the voting rights in one of the Parties, subject to prior notification of the other Party. No assignment may however be made by the Customer to the benefit of a competitor of MEDIAN.

Article 17: Notification

Except where otherwise provided for in these general conditions, all correspondence and notifications to be made between the Parties shall be considered valid only if they take one of the following forms:
— registered letter with acknowledgement of receipt,
— letter hand-delivered against a receipt signed by a representative of one of the Parties,
— Email or Fax, confirmed by registered letter with acknowledgement of receipt sent on the same date. Each Party shall elect domicile at its registered office for the execution of these general conditions.

Article 18 : Various

18.1. The nullity of one of the clauses or one of the articles of these general conditions will not affect the validity of the other clauses and articles. In the event of the nullity of one of the clauses, the Parties shall endeavour to replace it with a valid clause having the same object.

18.2. Any agreement that derogates from or supplements these general terms and conditions must be in writing.

18.3. The headings of the articles of the present general conditions appear only for the sake of convenience and in no way affect the meaning of the provisions to which they refer.

18.4. The Customer authorises MEDIAN to state, as a reference and for the attention of its prospects or customers, the name of the Customer and the fact that the latter has entrusted it with the execution of an assignment at the end of the project.

18.6. No act of tolerance by one of the Parties, even if repeated, shall constitute a waiver of any of the provisions of these terms and conditions.

18.7. MEDIAN reserves the right to modify these general terms and conditions, subject to one month’s notice. In the event that the Customer no longer wishes to continue to benefit from the Subscription following the modification of the general terms and conditions, it may terminate the Subscription within a period of one month from the date of receipt of the notice. Otherwise, the new general terms and conditions will apply to the Subscription as soon as the notice period ends.

18.8. These general terms and conditions are subject to French law.

In the absence of an amicable agreement when a dispute arises between the Parties, notified by registered letter with acknowledgement of receipt, any dispute as to the interpretation, performance or termination of these general terms and conditions shall be subject to the exclusive jurisdiction of the Commercial Court of Paris.