Terms of use & conditions of sale

The www.every-parts.com website is the full and complete property of Ukoo SAS.

EVERY.PARTS

Telephone: 03 89 64 05 12

Share capital: €30,000.00

RCS: Mulhouse B 522 354 679

TVA Intra. FR 46 522354679

Publication managers: Frédéric Vogel, Philippe Metzger

Hosted by : https://www.infomaniak.com/fr

General Terms and Conditions of Sale (GTCS) for Every.shares published by UKOO SAS on 1st January 2023 and updated on 1st January 2024

Preliminary provisions

The Every.parts Web Application is published by UKOO SAS, a company registered under the SIRET number 52235467900030, located in Mulhouse. Every.parts is a data management tool dedicated to spare parts, consumables and accessories.

1 - Acceptance of the General Terms and Conditions

These GTC apply to all use of Every.parts by the Customer. Use of Every.parts implies unreserved acceptance of these GTC.

1.1 Prevalence of General Terms and Conditions

The GTCS take precedence over any other conditions of the Customer, unless accepted in writing by UKOO SAS.

1.2 Amendments to the General Terms and Conditions

UKOO SAS reserves the right to modify the GTC at any time. The new GTC shall replace the previous GTC and shall apply to any subsequent use.

2 - Subscription and Access

2-1 Subscription conditions

To access and use Every.parts, the Customer must first register by creating an account. This registration implies the provision of accurate and up-to-date personal and professional data, in particular the name of the company, the SIRET number, the professional e-mail address and the telephone number.
Subscription to Every.shares is open to legally constituted companies, associations and professionals. Subscription is subject to acceptance of these Terms and Conditions and payment of any subscription fees.

2.2 Account creation

When the account is created, a unique identifier (generally the e-mail address) and a secure password will be chosen by the Customer. The Customer is responsible for the confidentiality of these identifiers and any use made of them.
UKOO SAS reserves the right to refuse to create an account for any reason deemed legitimate, in particular if there are doubts as to the authenticity of the information provided.

2.3 Access to the Web Application

Once the account has been created and the subscription confirmed, the Customer will have access to all Every.parts features in accordance with their subscription. Access to certain advanced features may be subject to additional conditions or additional charges.
Every.parts is accessible online and requires a stable internet connection. UKOO SAS endeavours to ensure maximum availability of the platform, however, interruptions for maintenance or updates may occur.

2.4 Safety and responsibilities

UKOO SAS undertakes to implement appropriate security measures to protect the Customer's data. However, total security cannot be guaranteed on the Internet. The Customer is responsible for taking the necessary measures to secure its data, in particular by choosing a strong password and changing it regularly.
In the event of loss or theft of login details, the Customer must immediately inform UKOO SAS, which will take the necessary steps to restore secure access.

2.5 Modification and Termination of the Subscription

The Customer may at any time change the terms of their subscription or terminate their account in accordance with the conditions described in the "Termination" section of these GTC.
In the event of termination, access to Every.parts will be revoked and all data associated with the Customer's account may be deleted after an agreed period, unless required by law to be retained.

3 - Pricing and payment

3.1 Pricing structure

UKOO SAS offers various subscription packages for the use of Every.parts. These packages are structured according to the volume of data to be managed, the number of users and the functionality required. Precise pricing details are available on the Every.parts website or directly via the application's user interface.

3.2 Terms of payment

Payments may be made by bank card, bank transfer or any other means of payment accepted by UKOO SAS. Payment information is processed in a secure and confidential manner.
Subscription fees are invoiced on a monthly or annual basis, depending on the Customer's choice at the time of subscription. Payments are due on the date indicated on the invoice.

3.3 Renewal and cancellation

Unless otherwise specified by the Customer, subscriptions are renewed automatically at the end of each subscription period. The Customer will be informed in advance of any tariff changes prior to renewal.
Customers may cancel their subscription at any time. However, any fees already paid are non-refundable, unless otherwise stipulated in these GTCs or in the event of proven service non-compliance.

3.4 Late payment and non-payment

In the event of late payment, default interest may be applied in accordance with current legislation. UKOO SAS reserves the right to suspend access to Every.parts in the event of late payment or non-payment.
Any complaint concerning invoicing must be addressed to UKOO SAS within a reasonable period of time, ideally within 30 days of the date of the invoice.

3.5 Tariff changes

UKOO SAS reserves the right to modify its prices. The Customer will be notified of any change in rates at least 30 days before it comes into effect. If the Customer does not accept the new rates, it may cancel its subscription before the changes take effect.

3.6 Taxes and charges

Prices are quoted exclusive of tax. All applicable taxes, such as VAT, will be added to the prices indicated and will be charged to the Customer. The Customer is also responsible for any bank charges or other costs associated with payment.

4 - Use of Every.parts and Customer responsibilities

4.1 Accuracy of information

The Customer is fully responsible for the accuracy, completeness and legality of the data he/she enters, uploads or processes via Every.parts. This includes, but is not limited to, information relating to spare parts, consumables, accessories, as well as transactions and interactions with other users of the platform.

4.2 Legal compliance

The Customer undertakes that all data entered and activities carried out on Every.parts comply with all applicable laws, regulations and standards, including, but not limited to, laws on data protection, intellectual property, and trade.

4.3 Authorised use

The data entered by the Customer must not infringe the rights of third parties, including copyright, trademark, right to privacy, or any other personal or proprietary right. The Customer warrants that he/she holds all rights necessary for the use and sharing of the data he/she publishes on Every.parts.

4.4 Compensation

The Customer agrees to indemnify and hold UKOO SAS harmless from any claim, loss, damage, or expense (including reasonable legal fees) resulting from the Customer's breach of these responsibilities, improper use of Every.parts, or violation of any law or the rights of a third party.

4.5 Data security

Although UKOO SAS implements security measures to protect data on Every.parts, the Customer is responsible for implementing its own security measures to protect its information, in particular when transferring sensitive or confidential data.

4.6 Notification in the event of a breach

In the event of the discovery of a data breach, misuse or suspicious activity relating to its account, the Customer undertakes to inform UKOO SAS immediately so that appropriate measures can be taken to remedy the situation.

5. Ownership of Data and Limitation of Liability

5.1 Ownership of Data

All data entered, uploaded or created by the Customer on Every.parts remain the exclusive property of the Customer. UKOO SAS acquires no rights over such data, except for the performance of the services offered by Every.parts, and in compliance with the terms of these GTC and the Privacy Policy.
The Customer grants UKOO SAS a non-exclusive, worldwide, royalty-free licence to use such data in connection with the operation, improvement and promotion of Every.parts, in compliance with applicable data protection laws.
Although UKOO SAS uses reasonable efforts to ensure the security and accuracy of data processed by AI, it does not guarantee the accuracy, reliability or complete integrity of data after processing by AI. Users should be aware of the limitations inherent in the use of AI and act accordingly.

5.2 Responsibility of UKOO SAS

UKOO SAS undertakes to use reasonable means to ensure the proper operation and security of Every.parts. However, UKOO SAS cannot guarantee absolute availability or security of the platform and data.
UKOO SAS shall not be liable for any loss, damage or alteration of data caused by events beyond its reasonable control, including but not limited to system failures, computer attacks or natural disasters.

5.3 Limitation of liability

The liability of UKOO SAS towards the Customer, in the event of direct damage resulting from the use of Every.parts, is limited to the amount of the fees paid by the Customer to UKOO SAS for the use of the platform during the twelve months prior to the event giving rise to the damage.
In no event shall UKOO SAS be liable for any indirect, consequential or special damages, such as lost profits, business interruption or loss of data, even if UKOO SAS has been advised of the possibility of such damages.

5.4 Customer liability

The Customer is responsible for backing up its data. UKOO SAS recommends that Customers keep regular backup copies of all data entered on Every.parts.
The Customer acknowledges that he/she is responsible for his/her use of Every.parts and for the legal and financial consequences thereof.
Users acknowledge that they are fully responsible for the interpretation and use of the data processed by AI. This includes any commercial or operational decisions taken on the basis of such data. UKOO SAS shall not be held liable for any consequences resulting from such decisions.

5.5 Notification of Violations

In the event of a breach or suspected breach of the data or security of Every.parts, UKOO SAS undertakes to inform the Customer as soon as possible and to take the necessary measures to remedy the situation.

5.6 Disclaimer for Artificial Intelligence Data Processing

This clause states that Every.parts, published by UKOO SAS, uses Artificial Intelligence (AI) technologies to optimise customer data. However, UKOO SAS assumes no responsibility for decisions made or results obtained from the processing of such data by AI. AI is offered as a support tool and does not replace human judgment. Users are encouraged to exercise their own due diligence and verify the results provided by the AI before using them in a decision-making context.
UKOO SAS is committed to maintaining transparency regarding the general principles and operation of the Artificial Intelligence used in Every.parts. Users may request general information about the logic, significance and intended consequences of the processing of their data by AI. This is intended to build trust and give users a better understanding of how their data is processed.

6. Using Every.parts

6.1 Access and use

The Customer is authorised to access and use Every.parts solely for professional purposes and in accordance with the functionalities offered. Such access is subject to the terms of these GTC and to applicable laws. Any unauthorised or improper use of the platform is strictly prohibited.

6.2 Restrictions on use

The Customer is prohibited from using Every.parts to:Engage in illegal or fraudulent activities or violate the intellectual property rights or other legal rights of third parties.
Download, transmit or distribute viruses, malware or other harmful code.
Attempt to disrupt or damage the normal operation of the platform, including but not limited to denial of service attacks or exploitation of security vulnerabilities.
Extract, collect or accumulate data relating to other users without their explicit consent.

6.3 Customer responsibility for Content

The Customer is entirely responsible for the content it creates, uploads, shares or stores on Every.parts. UKOO SAS assumes no responsibility for such content, including its accuracy, quality, legality or appropriateness.

6.4 Modifying and deleting Content

UKOO SAS reserves the right to refuse, modify or delete any content placed online by the Customer that is deemed not to comply with these GTC, good practice or current legislation.

6.5 Maintenance and updates

UKOO SAS may, at its discretion, carry out scheduled or emergency maintenance to improve or maintain the quality of Every.parts. These operations may result in temporary suspension of access to the platform, and UKOO SAS will endeavour to minimise the impact on users.

6.6 Changes to Every.parts

UKOO SAS reserves the right to modify, add or delete features of Every.parts. Wherever possible, the Customer will be notified of such changes in advance.

6.7 Correct use

The Customer undertakes to use Every.parts in a manner consistent with its intended purpose and not to hinder its operation or that of other users.

6.8 Limitation of Usage in the context of the Customer's business activity

The use of Every.parts by the Customer must be strictly limited to his professional activity. The Client undertakes not to use Every.parts for activities outside its professional field or for personal purposes. Any use of the solution outside the Client's professional context may result in access restrictions or other disciplinary measures.

6.9 Rights in the event of Data Commercialisation and Intellectual Co-Property

If the Customer commercialises the data produced or processed through the use of Every.parts, an intellectual co-ownership agreement will be established between UKOO SAS and the Customer. This agreement will recognise that, although the Customer retains ownership of the original data, any added value or transformation of this data carried out through Every.parts may constitute a co-produced creation, for which UKOO SAS claims joint intellectual property.
By virtue of this intellectual co-ownership agreement, UKOO SAS shall have the right to use, reproduce, distribute or market this co-produced data in compliance with applicable data protection and intellectual property laws. The specific terms of this co-ownership, including any distribution of income or rights, will be defined in a separate agreement negotiated in good faith between the parties.

7. Confidentiality and Personal Data

7.1 Confidentiality undertaking

UKOO SAS is committed to respecting the confidentiality of Every.parts users' personal data. All personal information collected is treated with the highest degree of confidentiality and in accordance with applicable data protection regulations, including the General Data Protection Regulation (GDPR).

7.2 Data collection and use

Personal data is collected solely for the purposes of providing and improving the services offered by Every.parts, managing customer accounts, and meeting legal and regulatory obligations. This data may include, but is not limited to, name, e-mail address, postal address, and payment information.

7.3 Data sharing

UKOO SAS will not share users' personal data with third parties unless this is necessary for the provision of the services, to meet legal requirements, or with the explicit consent of the user concerned.

7.4 Data security

Appropriate technical and organisational security measures are put in place to protect personal data against loss, theft, unauthorised access, disclosure, copying, use or modification. However, absolute security cannot be guaranteed on the Internet.

7.5 User rights

In accordance with the regulations in force, Every.parts users have rights relating to their personal data, including the right of access, rectification, deletion, limitation of processing and data portability. Users may exercise these rights by contacting UKOO SAS.

7.6 Changes to the Privacy Policy

UKOO SAS reserves the right to modify its privacy policy at any time. Any changes will be communicated to users and will come into force as soon as they are published on Every.parts.

7.7 Contact and complaints

For any questions or complaints regarding confidentiality and personal data, Users may contact UKOO SAS. In the event of dissatisfaction, users have the right to lodge a complaint with the competent data protection authority.

8. Intellectual Property

8.1 Rights on Every.share

All intellectual property rights relating to Every.parts, including but not limited to software, interfaces, graphics, designs, texts and images, are the exclusive property of UKOO SAS. The structure, organisation and code of Every.parts are protected by copyright, design rights, patents and other intellectual property rights.

8.2 Protection and deposit

UKOO SAS has registered Every.parts with the Autorité de Protection de la Propriété (APP) under registration number IDDN1.FR2.0013.2600324.0005.S6.P7.20238.0009.2040010, dated 29/06/2023. This registration confirms the intellectual property of UKOO SAS in Every.parts and its components.

8.3 Prohibition of counterfeiting

The Customer is prohibited from copying, modifying, decompiling, disassembling, reversing the design or engineering, or in any other way attempting to discover the source code of Every.parts. Similarly, the reproduction, modification or distribution of any element of Every.parts is strictly forbidden without the prior written consent of UKOO SAS.

8.4 Authorised use

Use of Every.parts by the Customer does not confer on it any rights over the intellectual property of UKOO SAS, with the exception of a limited, non-exclusive and revocable licence to use Every.parts in accordance with these GTC.

8.5 Breach notifications

If the Customer becomes aware of any unauthorised use or infringement of intellectual property rights relating to Every.parts, it must inform UKOO SAS immediately.

8.6 Compensation

The Customer undertakes to indemnify and defend UKOO SAS against all claims, damages, losses, costs and expenses, including lawyers' fees, arising from the infringement of these provisions relating to intellectual property.

9. Cancellation

9.1 Cancellation conditions by the Customer

Customers may cancel their Every.parts subscription at any time. If the Customer has opted for a monthly subscription, termination will take effect at the end of the current billing month. For annual subscriptions, termination will take effect at the end of the current subscription year.
In order to terminate its subscription, the Customer must notify UKOO SAS of its decision to terminate with one month's notice. This notification must be made in writing, via the e-mail address or messaging system available on Every.parts.

9.2 No refund

If the Customer cancels the subscription, no refund will be made for the remaining subscription period, whether for monthly or annual subscriptions.

9.3 Termination by UKOO SAS

UKOO SAS reserves the right to terminate the Customer's access to Every.parts with one month's notice in the event of breach of these GTC, illegal activity or repeated non-payment of subscription fees.
In the event of termination for breach of the T&Cs, no refund will be made.

9.4 Effects of Termination

Upon termination of the subscription, the Customer will lose access to Every.parts and all associated data. It is the Customer's responsibility to ensure that their data is backed up before the end of their subscription.
UKOO SAS reserves the right to delete all Customer data from its servers after termination, in accordance with its privacy policy and applicable laws.

9.5 Notification

Any notice of termination must be clear and unambiguous. UKOO SAS will acknowledge receipt of such notification and inform the Customer of the effective date of termination.

10. Force Majeure

10.1 Definition

An event of force majeure is an external, unforeseeable and irresistible event, which makes the normal performance of the obligations of UKOO SAS or the Customer impossible. This may include, but is not limited to, natural disasters (such as floods, earthquakes, hurricanes), acts of war, epidemics, strikes, riots, or significant disruption of telecommunications and Internet networks.

10.2 Suspension of the Bonds

In the event of force majeure, the obligations of the parties under these GCS will be suspended for the duration of the event. The party affected by such an event undertakes to inform the other party as soon as possible and to make all reasonable efforts to limit the effects of this event on the performance of its obligations.

10.3 Restoration of Services

Once the force majeure event has ended, the parties will endeavour to resume normal performance of their obligations as soon as possible. If the force majeure event continues beyond a reasonable period (generally defined as exceeding 60 days), the parties may discuss the modification or termination of these GCS.

10.4 Limitation of liability

Neither party shall be liable to the other for any breach of its obligations under these T&Cs if such breach is directly caused by an event of force majeure. This includes, but is not limited to, no liability for loss of business, revenue, profits or data.

10.5 Good Faith Negotiation

In the event of force majeure, the parties undertake to negotiate in good faith to find an equitable solution to overcome the consequences of the event and to continue their collaboration in compliance with these GCS.

10.6 Unavailability of Third Party Services

UKOO SAS depends on various third-party services for the optimal operation of Every.parts, including, but not limited to, hosting providers, cloud computing services, and telecommunications services.
In the event that one of these third party services becomes unavailable or encounters failures beyond the control of UKOO SAS, affecting the operation of Every.parts, UKOO SAS shall not be held responsible for any disruption or limitation of service resulting from these external problems.
UKOO SAS undertakes to inform the Customer as soon as possible of any known significant unavailability and to take reasonable steps to find alternative or palliative solutions in order to minimise the impact on the Customer.
The purpose of this clause is to protect UKOO SAS against the inevitable consequences associated with the failure of third party services, while undertaking to maintain a high level of service and to communicate openly with the Customer.

11. Applicable law and jurisdiction

11.1 Law applicable to the GTC and GCU

These Every.parts General Terms and Conditions of Sale (GTCS) and General Terms and Conditions of Use (GTCU) are governed by and construed in accordance with French law. They apply to all aspects of the sale and use of the platform, in accordance with current legislation.

11.2 Jurisdiction in the event of a dispute

In the event of a dispute relating to the interpretation, performance or validity of these GTC and GCU, and after an attempt at amicable resolution, the dispute will be referred to the competent Mulhouse courts, unless otherwise provided by law.

11.3 Attempted Amicable Resolution

Before initiating legal proceedings, the parties undertake to seek an amicable resolution of the dispute, which may include negotiations or mediation.

11.4 International application

For Customers located outside France, these GTC and GCU shall continue to be governed by French law, with due regard to international conflict of law rules.

11.5 Compliance with Local Regulations

The GTC and GCU do not exempt the Customer from complying with the local laws and regulations in force in their country of residence or activity, particularly with regard to the use of digital services and e-commerce.

12. General provisions

12.1 Entire Agreement

These GTS and GCU constitute the entire agreement between UKOO SAS and the Customer concerning the use of Every.parts. They supersede and cancel all prior and contemporaneous agreements, negotiations, undertakings or declarations, whether oral or written, relating to the subject matter hereof.

12.2 Changes to the Conditions

UKOO SAS reserves the right to modify the GTC and GCU at any time. These modifications will be effective as soon as they are published on Every.parts or notified to the Customer. Continued use of Every.parts by the Customer after such modifications shall constitute acceptance by the Customer of the new conditions.

12.3 Communication and Notifications

Any communication or notification required or permitted by these T&Cs and TOU must be in writing. For UKOO SAS, it may be sent by e-mail or via the Every.parts messaging system. For the Customer, the e-mail address provided when creating its account will be used.

12.4 Non-waiver

The fact that UKOO SAS does not exercise or delays the exercise of any of its rights under these GTC and TOU does not constitute a waiver of that or any other right.

12.5 Divisibility

If any provision of these GTC and GCU is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to reflect, as closely as possible, the original intentions of the parties.

12.6 Disposal

The Customer may not assign or transfer its rights or obligations under these GTC and TOU without the prior written consent of UKOO SAS. UKOO SAS may assign its rights and obligations to an affiliated company or as part of a merger, acquisition or sale of assets.