These General Terms and Conditions of Use (hereinafter the “Terms and Conditions”) shall apply to any and all use by a Client of the X-OD Platform implemented by Exclusive Networks*.
* “Exclusive Networks” shall mean:
For an order in France:
Exclusive Networks, a French private limited company (société par actions simplifiée) whose registered office is located at 20 Quai du Point du Jour – 92100 Boulogne-Billancourt and whose company number is 401 196 464 RCS Nanterre.
For an order in Finland:
Exclusive Networks Finland OY, a company incorporated under the laws of Finland whose registered office is located at Metsänneidonkuja 12, 02130, Espoo (Finland) and whose company number is 2310933-2.
For an order in Norway:
Exclusive Networks Norway AS, is a company incorporated under the laws of Norway under company number 978 658 350, and whose registered office is located at Martin Linges 25, 1364 Fornebu, Norway.
For an order in Sweden:
Exclusive Networks Sweden AB, is a company incorporated under the laws of Sweden under company number 556 787 5512, and whose registered office is located at Svärdvägen 19, 18233 Danderyd, Sweden.
For an order in Denmark:
Exclusive Networks Denmark A/S, a Danish company limited by shares incorporated and registered in Copenhagen with company number 36479213, whose registered office is at Tuborg Boulevard 2 – stuen 2900 Hellerup, Denmark
For an order in Belgium:
Exclusive Networks BVBA, is a company incorporated under the laws of Belgium whose registered office is located at Stocletlaan 202 – 2570 Duffel – (Belgium), and whose company number is 0862 493 712.
For an order in the Netherlands:
Exclusive Networks B.V., is a company incorporated under the laws of Netherlands whose registered office is located at Ekkersrijt 4601; 5692 DR Son, the Netherlands, registered at the trade register of the Dutch Chamber of Commerce under file number 27374554.
For an order in Spain:
Exclusive Networks SL is a company incorporated under the laws of Spain whose registered office is located at C/ Arturo Soria, 366,. Planta 8, 28033 Madrid (Spain) and whose company number is 85203149 (Commercial Court of Madrid).
For an order in Portugal:
Exclusive Networks S.L., Portuguese branch of Exclusive Networks SL, is incorporated under the laws of the Portugal whose registered office is located at Praca Nuno Rodrigues dos Santos 7 – 1600-171 Lisbon (Portugal) and whose company number is 980405041 (Matriculada na C.R.C, Lisboa).
For an order in Italy:
Exclusive Networks SRL, is a company incorporated under the laws of Italy whose registered office is located at Via Umbria 27/A CAP – 10199 San Mauro Torinese (TO) (Italy) and whose company number is TO 1205970 (Commercial Court of Turin).
For an order in the United Kingdom:
Exclusive Networks Limited, a company incorporated and registered in England and Wales whose registered office is located at Alresford House, Mill Lane, Alton, GU34 2QJ Hampshire (United Kingdom) and whose company number is 02900798.
For an order in the Republic of Ireland:
Exclusive Networks Ireland Limited, a private company with limited liability, incorporated under the laws of Ireland, having its registered office at Unit 8, 2009 Orchard Business Centre, Orchard Avenue, Citywest Business Campus, Dublin 24, D24 YC8C, Ireland, registered under number 505040,
For an order in Germany:
Exclusive Networks Deutschland GmbH, is a company incorporated under the laws of Germany whose registered office is located at Hardenbergstraße 9a, 10623 Berlin and whose company number is HRB 210494 at Amtsgericht Charlottenburg, Berlin
For an order in Austria:
Exclusive Networks Austria GmbH, is a company incorporated under the laws of Austria whose registered office is located at Liebermannstraße F06 401 2345 Brunn am Gebirge and whose company number is FN 365134m.
For an order in Switzerland:
Exclusive Networks Switzerland AG, is a company incorporated under the laws of Swiss whose registered office is located at Thurgauerstrasse 40 8050 Zürich, Switzerland and whose company number is CH-020.3.038.081-9.
Using this Platform implies the Client’s acceptance of these Terms and Conditions. No addition, omission, or amendment to any of the provisions of these Terms and Conditions shall be valid without the parties’ written agreement.
These Terms and Conditions shall define the conditions of access and use of the Platform. They shall supplement the General Subscription Terms and Conditions applicable to the acceptance of any offer of subscription.
CATALOGUE means all Software, Material and Services whose list may be found on the Platform. The content of the Catalogue can be amended without notice.
CLIENT means any person or business information technology company to whom Exclusive Networks has opened an account in order to use the Platform.
END-USER means a user or ultimate beneficiary of the Equipment and/or Services supplied by EXCLUSIVE NETWORKS to the Client and includes those to whom the Client transfers the use or benefit of such Equipment and/or Services, e.g. in relation to a subscription or services agreement, in particular via the Platform.
EQUIPMENT means Hardware and/or Software made available to the Client in connection with the Subscription.
EULA (End-User Licence Agreement) means all the terms and conditions governing the remote use of the Software and/or the Hardware.
EUSA (End-User Support Agreement) means all the terms and conditions governing the use of the SERVICES which may be outsourced to the Vendor (with the exception of the remote use of the Software, which is governed by the EULA).
GENERAL SUBSCRIPTION TERMS AND CONDITIONS means the General Terms and Conditions applicable to any Subscription. (Document that is separate from these General Terms and Conditions of USE).
HARDWARE means physical hardware such as safety housing, and all accessories relating to a computer system.
ORDER means confirmation online of a request for Subscription made by the Client to Exclusive Networks. Such Order shall be considered as a Subscription contract. The Client may confirm acceptance on the Platform.
PLATFORM: Online platform operated by Exclusive Networks under the X-OD name.
SELF-CARE PORTAL means the End-User Interface allowing them to log on to their account and directly linked to an Exclusive Networks’ Client. Access to Self-Care Portal shall be given by the client of Exclusive Networks which may decide to give access to its end-users.
SERVICES may comprise:
SOFTWARE means a Computer Program in respect of which the Vendor holds all the relevant proprietary rights.
SUBSCRIPTION PROPOSAL means a commercial offer of subscription available in the X-OD Platform online catalogue for the hire of Hardware, the subscription to use Software and the performance of related Services which the Client will use but does not take ownership or acquire title.
VENDOR means the manufacturer of the Hardware or the creator of the Software conferring user rights on the Client and/or End-User under the EULA.
Access to Platform is exclusively for Clients who have applied for and obtained the opening of an account from Exclusive Networks.
It is not possible to apply online on the Platform to open an account. The application should be made to Exclusive Networks via the website http://www.x-od.com/ and Exclusive Networks is free to deny or accept the application to open an account.
When opening an account, the Client guarantees that all disclosed information is accurate. The Client undertakes to update all the requested information and in case of subsequent changes.
The opening of an account requires, in particular, that the Client formally agrees to Exclusive Networks’ General Subscription Terms and Conditions.
The Client alone shall be responsible for keeping the codes and credentials given to it when opening the account confidential.
Clients who have opened an account can access the ‘System Administration’ then ‘User & Roles’ tabs to add new accesses to their account by mentioning the email addresses of anyone authorized to use this account and to set up the role that each user will have.
Any order or action carried out on the Platform using the Client’s codes and credentials shall be deemed to have been made by the Client.
The Client undertakes to inform Exclusive Networks in case of loss of the Client’s codes and credentials and/or their fraudulent use by a third party in order to allow the Platform operator to block the account.
The Client, as an IT security professional specialist, undertakes to take all necessary steps to avoid damaging the Platform or its operation.
Exclusive Networks reserves the right to cut off access to the Platform at any time, particularly if there is doubt as to the user’s identity or for any security reason.
The right of access to the Platform granted by Exclusive Networks to the Client does not confer on the Client any intellectual property rights on the content of the Platform (including, in particular, trademarks, logos, drawings, products, software, operating modes, databases, etc.).
The purpose of the Platform is, in particular, to allow the Client to view the Catalogue of Software, Hardware and Services offered online by Exclusive Networks and their prices.
The mere consultation of the Catalogue by a Client or the preparation of an estimate (Quote) is not deemed to be an Order made by the Client.
The products mentioned in the Catalogue as being available to order may be subject to an Order by the Client.
Placing an Order implies that the Client mentions the contact details of the End-User. For a first order by an End-User, its references must be mentioned in the ‘Create New Subscriber’ tab.
When preparing a quote, in the ‘Create Quote’ tab, the default delivery address is the one mentioned by the Client when opening its account. It can only be modified in the same country.
When preparing a quote, in the ‘Create Quote’ tab, recommended resale prices are mentioned. The Client may freely change them upwards or downwards. The resale prices mentioned by the Client on the Platform or its margin rates are unavailable to Exclusive Networks who will not be aware of them.
When creating a quote, and as a professional, the Client alone shall be responsible for selecting the products it chooses.
After creating a quote, the Client may place an Order by ticking the box confirming that it accepts the Terms and Conditions and by clicking on the ‘Place Order’ tab. Clicking on the ‘Place Order’ tab shall mean written acceptance of the Subscription Proposal, in particular pursuant to Article III of the General Subscription Terms and Conditions. The Order shall then become firm and the Client shall be liable to pay the price for the Software, Hardware and Services ordered.
The Client’s current Orders can be viewed in the ‘Order’ tab and will have the ‘Pending Order’ status. ‘Pending fulfilment’ means that the Order is accepted but not yet fully delivered. The ‘Billing active’ indication means that the Order has been delivered and billing has been activated.
Exclusive Networks’ billing data to the Client may be viewed in the Channel – Profile tab. The Client may also view its last payments to Exclusive Networks.
The Client may give its own clients (End-Users) partial access to the Platform.
However, Exclusive Networks has the discretionary right to deny Platform access to an End-User.
Only the Client may give its own end clients (End-Users) access to the Self-Care Portal allowing them to view their current orders, orders placed and current subscriptions.
The Client shall be responsible for giving them access via the ‘Subscriber’ page and then ‘Edit subscriber’.
The Client alone shall be responsible for commercial offers made to End-Users via the Platform and for orders received from End-Users.
The use of the Platform does not create any direct commercial relationship between the End-User and Exclusive Networks.
The Client warrants and holds Exclusive Networks harmless against any action by its End-Users due to Platform use.
The Client undertakes to have its own clients (End-Users) take out to the same commitments as those contained in these Terms and Conditions, in particular with regard to:
The General Subscription Terms and Conditions shall fully apply to Orders placed on the Platform, in particular as regards the conditions of delivery, signature of the EULA by the End-User, payment, liability, guarantee or compliance with the End-User’s location and identification rules, export restrictions or processing of personal data.
Exclusive Networks undertakes to do its best efforts to make the Platform accessible to the Client.
However, the provision of the Platform is only an additional service offered to the Client, who also retains the possibility of placing an order directly with Exclusive Networks’ sales services. As a consequence, Exclusive Networks cannot be held liable if the Platform is unavailable.
Statistical information or information relating to draft transactions (draft quotes) or completed transactions is mentioned on the Platform for information purposes only. As a consequence, no guarantee can be given that this information will be stored, updated or accurate. The Client may in no way hold Exclusive Networks liable in this respect.
Unless malfunction of the Platform is voluntarily caused by Exclusive Networks with the aim of harming the Client, the Client may not hold Exclusive Networks liable in case of malfunction of the Platform, even in case of negligence, and in particular in case of:
As an IT security professional, the Client waives any claim or search for liability against Exclusive Networks for any disorder that could take place in its facilities due to its connection and/or use of the Platform.
The provisions of the General Subscription Conditions on personal data processing and Exclusive Networks’ personal data processing policy shall apply.
In particular the Client is informed that the personal data relating to its identification and that of the End-User shall be forwarded to the Vendors, who will use it as a condition for accepting orders, and, where applicable, to the authorities concerned. This data may therefore be transferred to the United States. The Client undertakes to inform the Client thereof.
Access to the Platform is only an option offered to the Client to whom Exclusive Networks has agreed to open an account.
Exclusive Networks may revoke at any time the right of access to the Platform granted to the Client, regardless of any other forms of business relationship that could continue. On the other hand, the end of the business relationships between the Client and Exclusive Networks shall immediately result in ending access to the Platform.
Only the courts designated by the General Subscription Terms and Conditions shall have jurisdiction.
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