Entry into force: April 6th, 2020
Swapcard provides an app that can be accessed via www.swapcard.com and its subdomains, and an API (hereafter jointly the Application) via which it offers professional event organisers (hereafter the Clients) a turnkey solution enabling them to use its web and mobile content sharing and networking application for each of their events (hereafter the Events). The solution can be accessed by registered natural persons and/or people who might be interested in the event (hereafter Attendees) and businesses taking part in the event (hereafter the Exhibitors).
The application aims to enable attendees and exhibitors to share content and easily connect with each other before, during and after the event, in order to expand their business network.
The purpose of these general terms and conditions (hereafter the General Terms & Conditions) is to lay down the procedures and conditions governing usage of the services provided (hereafter the Services) and set out the rights and obligations of the parties within this scope.
The conditions can be accessed and printed out at any time by going to the direct link at the bottom of the website page https://www.swapcard.com.
If required, the General Terms & Conditions may be supplemented by usage of conditions specific included in a quote or a master agreement to certain services (hereafter the Specific Conditions), which would then supplement the general terms & conditions, and, if contradictory, would prevail over them, and together form the contract (hereafter the Contract)
The solution and services are provided by Swapcard Corporation, an SAS (simplified joint stock company) registered on the Paris trade and corporate register under number 790 356 760, headquartered at 6 rue de Paradis in Paris (75010) (hereafter Swapcard).
Swapcard Corporation can be contacted via the following email address: firstname.lastname@example.org.
3.1 Legal capacity
The Application and Services can be accessed by:
3.2 Business Solution and Services
The solution and services are exclusively designed for business, meaning any and all natural persons and legal entities undertaking a remunerated activity other than occasionally in any sector of industry or commerce.
Clients agree to the General Terms & Conditions by ticking a box on the registration form.
Client acceptance must be full and unequivocal. Any conditional acceptance will be regarded as null and void. Clients who do not agree to being bound by these General Terms & Conditions must not access the Application or use the Services.
5.1 Clients must register to be able to use the Services by completing the relevant form in the App. The Client must supply all required information, specifically their surname, first name, work email and password. The Client acknowledges and agrees to the email address given on the registration form being their username.
Any incomplete registration forms will not be accepted.
Registration leads to a Client account being created (hereafter the Account) providing access to a personal area (hereafter the Personal Area) enabling the Client to manage their usage of the Services in a format and using the technical resources that Swapcard deems most appropriate for delivering the aforementioned Services.
5.2 The Client warrants that all the information that s/he provides on the registration form is accurate, up to date and truthful, and is not in any way misleading.
The Client undertakes to update this information in their Personal Area if changes occur, so that the information continues to meet the aforementioned criteria.
The Client is advised and accepts that the information provided in order to set up or update their Account constitutes proof of identity. The Client is bound by the information provided as soon as the information is approved.
5.3 Clients can log in to their Personal Area at any time once they have entered their username and password.
The Client undertakes to make personal use of the Services and not allow any third party to use them on their behalf or instead of them, unless they take full responsibility.
Clients are also responsible for keeping their username and password confidential and secure. Any logins to the Application using their username and password will be deemed to have been effected by the Client. The Client must immediately contact Swapcard if they notice that their account has been used without their knowledge. The Client acknowledges that Swapcard is entitled to take all the appropriate measures in this case.
The Client has access to the following Services in a format and in line with the technical resources and features that Swapcard deems most appropriate.
6.1 Free services
6.1.1 Creating an event
Clients can use the Application to create promotional pages for their Events. They must include the Event name, start and end dates, and venue (hereafter the Event Page).
The Client can insert text presenting the Event and import content relating to the Event (text, photographs, corporate logos etc). For each Event the Client can also import the list of Attendees, detailing the Attendees' contact details, including their email addresses. The Client can make changes and add to the list of Attendees at any time.
The Client expressly acknowledges and accepts that importing the list of Attendees authorizes Swapcard to automatically create an account for each Attendee and to send them emails informing them about the account being opened for them.
The sending of emails to Attendees enables them to access (i) the Event Page and (ii) the list of Attendees so that they can interact with each other and view a smart suggestion of people to meet (hereafter the Networking Feature).
The Client may create Event Pages whenever they so wish, without any upper limits on the number during the term of the Services, and can use the Networking Feature for an unlimited number of Attendees.
6.1.2 Publication of the Event Page
As soon as the Client creates their Event Page, Swapcard publishes it simultaneously on the Application and makes it available to the Attendees who have been imported into the Client's organiser interface. However, the Client can also generate a generic access code to the Event Page that they can send to any Attendee, enabling them to access the Event Page, even if the Attendee has not been imported into the Client's organiser interface.
Swapcard sends Attendees, whose name and contact details were sent to it by the Client via the list of Attendees, emails containing a web link enabling them to log in to the Event Page from the App, subject to logging in using the email address provided by the Client.
The Event Page can only be accessed by (i) Attendees whose name and contact details have been sent to Swapcard and/or (ii) people to whom the Client has sent the Event Page access code. The Client acknowledges and accepts this.
The Client acknowledges and accepts that the Event Page will remain accessible to the Attendees without any time limitation after the Event end date, unless the Client decides to shut down access to the aforementioned Event Page. However, the client will still be able to access data about the Event directly from their Account.
6.2 Paid services
6.2.1 Organiser licence
The organiser licence providing the Client with access to the Application encompasses the following Services:
6.2.2 Support licence
The support licence covers support for the client when organising their Event, namely:
6.2.3 Exhibitor licence
The exhibitor licence covers the back offices and services designed for Exhibitors that the Client is entitled to invoice in order to self-finance the Application, namely:
6.3 Ordering additional Services
Clients wishing to order additional paid Services can place an order with Swapcard by any means approved by Swapcard (hereafter the Order).
The Order must list the Client's contact details, and particularly their contact email (unless the order is placed via the Account), and the additional Services that the Client wishes to contract.
Upon receipt of the Order, Swapcard undertakes to send the Client a quote as soon as possible, by any means deemed appropriate and notably by email, to the address provided on the Order (hereafter the Quote).
If a Quote has not been sent to the Client within 30 (thirty) days of receiving the Order, the Order will be regarded as not having been accepted.
If the Client accepts the Quote, the Client must return it to Swapcard duly signed by its legal representative at the latest 15 (fifteen) days from the date the Quote was sent, unless expressly stated otherwise on the Quote. Swapcard reserves the right to refuse any Quotes that are not returned within the above-mentioned timescale, and the Client shall not be able to claim any sort of compensation.
Any requests to change the Order sent by the Client to Swapcard after the Quote has been issued will give rise to a new Quote being issued under the conditions described in this clause, cancelling and replacing the previous Quote.
Swapcard remains free to accept or turn down any changes to the Order sent to it after it has received the Quote duly signed by the Client. If Swapcard does not accept the amendment of the Order on any grounds, it is expressly agreed by the parties that only the initially signed Quote will be carried out.
The Client recognizes and accepts that it cannot cancel an Order once it has been approved, unless otherwise agreed by Swapcard.
6.4 Application hosting
Under the terms of a best efforts obligation, Swapcard undertakes to host the Accounts and any content published by the Client in its Account in line with customary professional practice and best practice on its own servers or using a professional hosting service provider, which undertakes its role in line with customary professional practice and best practice.
Swapcard undertakes to provide the Client with sufficient storage and processing capacity within the framework of the Services, in line with customary professional practice and best practice.
Swapcard undertakes to implement all the technical resources needed, in line with best practice, to ensure that the Services are secure and can be accessed, and covering infrastructure protection and surveillance, physical and/or virtual access control to the aforementioned infrastructure, and the implementation of detection, prevention and recovery measures to protect the Servers from malicious acts.
Swapcard also undertakes to take all appropriate precautions with regard to the nature of the data and risks of automatic data processing undertaken to provide the Services, safeguard data security, and notably prevent data from being distorted, damaged or an unauthorized third party accessing it.
6.5 Technical support
Swapcard offers the Client technical support via email at the following address: email@example.com, enabling the Client to flag up any difficulties encountered when using the services.
6.6 Other Services
Swapcard reserves the right to offer any other Service it deems appropriate, in a format and with the technical features and resources that it deems most appropriate to deliver these Services.
Swapcard undertakes to ensure the permanence, continuity and quality of access to the Services.
In this respect, Swapcard will make every effort to maintain access to the Application 24/7 and guarantees 98% Service availability except in the event of force majeure.
Furthermore, given the complex nature of the internet, the unequal capacity of the various sub-networks, traffic at certain times of day, and the various bottlenecks over which Swapcard has no control, Swapcard's responsibility will be limited to the functioning of its servers, with the points of connection constituting the servers' outer limits.
Swapcard cannot be held liable for (i) server access speed, (ii) slowdowns that are external to its servers, and (iii) poor data transfer caused by a failure or malfunction of these networks and (iv) a poor internet connection during the Event.
If necessary, Swapcard reserves the right to limit or suspend access to the Application so that it can undertake any maintenance and/or development work. In this event, Swapcard undertakes to inform the Client in advance about this maintenance and/or development work, within a reasonable timeframe, by any appropriate means and notably by a general information message on the Application about this maintenance work.
Under the scope of this maintenance and/or development work, Swapcard undertakes to make every effort to back up the content saved in the Client's Account and/or the Application.
The Client acknowledges and accepts that this Service level guarantee does not cover any breakdowns or disruption of Services that could be attributed to telecoms operators or internet service providers, the mobile web, poor internet coverage, or internet access being saturated due to an Event's location.
In any case, it is hereby expressly agreed that the breach of any undertaking in this clause will not under any circumstances be penalized by the termination of the contractual relationship with the client, and its liability will be limited in the manner set out below in the "Liability" clause.
8.1 Price of Services
8.1.1 The free Services listed in Clause 6.1 of the General Terms & Conditions, within the limitations specified in that clause, are provided free-of-charge to the client.
8.1.2 Access to paid Services is subject to the Client paying the price listed on the Specific Conditions (the Price) and calculated based on the number of Event Attendees and Exhibitors, and the Services contracted by the client.
8.1.3 Prices are in euro and do not include French taxes.
8.1.4 Swapcard, at its own discretion and based on conditions that it decides alone, reserves the right to run promotional offers and price reductions.
8.1.5 Prices will be automatically increased if the upper limit for Attendees or Exhibitors is exceeded, in line with the conditions stipulated in the Specific Conditions.
Similarly, any additional Events organized by the Client under the framework of the Contract must be covered by a Contract amendment.
The Client may benefit from additional Services during the term of the Contract by sending a request to Swapcard as described in the Ordering additional Services clause.
8.2 Payment terms
Swapcard will send an invoice to the Client by any appropriate means on the due date.
The Client will make payment using any payment method deemed appropriate by Swapcard and notably by bank transfer, using the bank account details listed on each invoice.
The Client warrants to Swapcard that it has the authorizations required to make the payment.
8.3 Late payment and defaults
The Client is informed and expressly accepts that any late payment of all or part of a sum owed to Swapcard will, from the day after the due date appearing on the invoice, lead to:
The General Terms & Conditions apply throughout the Client's period of usage of the Services as stated in the Specific Conditions.
It shall then be automatically renewed for successive periods of the same duration, unless terminated by either Party sent to the other Party by registered letter with acknowledgment of receipt within the time specified in the Specific Conditions.
In the event of early termination of the Contract, where the Client has initially benefited from rebates in exchange for Event volumes and / or Services by the Client, the latter is informed and agrees to pay back to Swapcard the amount of said rebates in proportion to the number of Events and Services used during the Contract.
10. Agreement on proof
The Client expressly acknowledges and accepts that:
Without prejudice to the other obligations contained in these General Terms & Conditions, the Client undertakes to adhere to the following:
11.1 When using the Services, the Client undertakes to adhere to these General Terms & Conditions, as well as the law and regulations in force, and to not infringe the rights of third parties or public order.
The Client alone is responsible for their usage of the Application and Services.
11.2 The Client undertakes to provide Swapcard with all the information needed to properly deliver the Services. In a more general sense, the Client undertakes to cooperate actively with Swapcard with a view to the proper implementation of the General Terms & Conditions.
11.3 The Client alone is responsible for the documents, details, data, information and any content that it provides Swapcard as part of its usage of the Services. The Client guarantees to Swapcard that it is authorized to provide this information and that it has all the rights and authorization needed to use this information within the framework of the Services.
11.4 The Client states that they have acquainted themselves with the Application and its features.
11.5 The Client undertakes to make strictly personal usage of the Services. Consequently, the Client shall refrain from assigning, ceding or transferring all or some of its rights and obligations under this agreement to a third party, in any manner.
11.6 The Client alone is responsible for all the content (text, graphical, audio, audiovisual and other content types) that it publishes on the application (hereafter the Content) and for any resulting repercussions.
The Client accepts that the Content published on the Application is made public by default and may be viewed by other Application users.
11.7 The Client warrants to Swapcard that it has all the rights and authorizations required to disseminate this Content. The Client warrants that this Content is lawful, does not contravene public order, morality or the rights of third parties, does not breach any legislative or regulatory provision, and more generally, cannot in any way result in civil or criminal liability for Swapcard.
The Client shall therefore refrain from disseminating, notably but not limited to:
The Client holds Swapcard harmless against any complaints, claims, action and/or demands of any kind that it may face due to the breach by the Client of any of its obligations or guarantees under the terms of these General Terms & Conditions.
The Client undertakes to compensate Swapcard for any damage that it may suffer and to pay all of its fees, expenses and/or penalties that it may incur as a result.
13.1 Swapcard undertakes to deliver the Services diligently and in line with best practice, with the understanding that it has a best efforts obligation, to the exclusion of any performance guarantees, and the Client expressly acknowledges and accepts this.
13.2 Swapcard's only role is to provide the Services described in these General Terms & Conditions.
13.3 Swapcard is not involved in the relations between the Client, Event Attendees and Exhibitors, and cannot under any circumstances be held liable for any difficulties that may occur between them, and cannot be involved in any disputes that may arise, notably concerning the delivery of Exhibitor services, Attendee obligations, guarantees, declarations and any other Client obligations.
However, with a view to continually improving the quality of the Services, Swapcard invites Clients to feed back about any difficulties that the Client wishes to bring to Swapcard's attention.
13.4 Swapcard does not make any guarantee to the Client that the Services offered will meet all the Client's needs and expectations.
13.5 Swapcard cannot be held liable for the decisions taken by the Client or by any third party appointed by the Client. Similarly, Swapcard cannot under any circumstances be held liable for the Content published by the Client on the Application, over which Swapcard has no oversight, or verifying or moderating role of any sort.
13.6 Swapcard undertakes to make regular checks to verify that the Application and its website www.swapcard.com are working properly and are accessible. In this respect, Swapcard reserves the right to temporarily suspend access to the Application for maintenance purposes.
Likewise, Swapcard cannot be held liable for users being temporarily unable or finding it difficult to access the Application if caused by outside circumstances, force majeure or caused by disruption to the telecommunications network, with Clients being aware of the complex nature of global networks and of the times of day when large numbers of users are online.
13.7 The Services are delivered by Swapcard "as is" and without any kind of express or implicit guarantees. Swapcard does not in particular warrant to Clients (i) that the Services, subject to a constant quest to improve, notably their performance and progress, will be totally free from errors, defects or flaws, (ii) that the Services, which are standard and are not in any way aimed solely at a specific Client based on their own personal constraints, will specifically meet their needs and expectations.
14.1 It is strictly prohibited to use the services for the following ends:
14.2 It is strictly prohibited for Clients to copy and/or utilize for their own ends or those of third parties the concept, technologies, all or part of the data or any other component part of the Application.
14.3 The following is also strictly forbidden: (i) any behaviour that would interrupt, suspend, slow down or prevent Service continuity, (ii) any hacking or attempts to hack into Swapcard's systems, (iii) any hijacking of the Application's system resources, (iv) any actions that would place a disproportionate load on Swapcard's infrastructure, (v) any attempts to breach the security and authentication systems, (vi) any acts that could infringe the financial, business or moral interests and rights of Swapcard, and finally and more generally (vii) any breaches of these General Terms & Conditions.
14.4 It is strictly forbidden to make money from, sell or cede all or part of the access to the Services or Application, and to the information hosted and/or shared on it.
In the event of a breach of any of the provisions of the General Terms & Conditions, or more generally, any violation of laws and regulations by the Client, Swapcard reserves the right to take all appropriate measures and notably to:
The Client is advised and accepts that any breach of their obligations may, apart from the consequences outlined above, lead to the immediate termination of these General Terms & Conditions by Swapcard by any written means.
Each party undertakes to keep strictly confidential the other party's documents, details, data and information which it receives and which will be clearly marked by the other party as being confidential. In the case of Swapcard, the parties expressly agree that this confidentiality obligation covers the personal data that it will have to process for the Client within the scope of the services.
All of this information is hereafter referred to as the Confidential Information.
The party receiving the Confidential Information undertakes not to disclose this information without the other party's prior consent for a period of three (3) years starting from the end of the delivery of the Services in question. The receiving party cannot pass on the information to employees, co-workers, interns or consultants unless they are bound by the same confidentiality obligation as the one contained in this agreement. This obligation does not cover documents, details, data and information.
(i) with which the receiving party was already acquainted,
(ii) already in the public domain when sent or which would become public without any violations of these general terms & conditions,
(iii) received lawfully from a third party,
(iv) required by the legal authorities in application of laws and regulations or with a view to establishing the rights of one of the parties under these General Terms & Conditions.
The systems, software, structure, infrastructure, databases, codes and content of any kind (text, images, visuals, logos, trademarks, databases etc) used by Swapcard on the Application, excluding any Content belonging to the Client, are protected by any intellectual property rights and database producer rights in force.
Any dismantling, decompilation, decoding, extraction, reuse, copying and more generally, any reproduction, representation, dissemination and usage of any of these elements, either in full or partially, without Swapcard's authorization, is strictly forbidden and may lead to legal action being taken.
Ø General provisions
Swapcard and the Client undertake, each acting in their own sphere, to comply with data protection regulations and in particular with EU regulation 2016/679 of the European Parliament and Council of 27 April 2016 (General Data Protection Regulation).
Swapcard processes personal data as part of the Services it offers. The processing has the following facets:
Purpose of personal data processing
Running the Application
Type of personal data processed
Surname, first name, email addresses, professions, telephone number, photograph, interests, business sector.
Types of people concerned
Attendees, Exhibitors, Client and Speakers.
Three years after the last log-in to the Application.
Swapcard sub-contractor involved in processing
The Client is responsible for processing this data and must fulfil the obligations incumbent upon it in application of the aforementioned regulation, notably with regard to the obligation to inform the relevant people, keeping a log of processing, and, more generally, compliance with the principles stemming from the regulation.
The data provided by the client to Swapcard so that the latter can deliver the services remains the Client's property alone and the Client is solely responsible for it.
Swapcard is solely involved as a sub-processor of personal data.
As part of the Services, a specific database is assigned to each Event, containing all the personal data of the Attendees and / or Exhibitors uploaded by the Client on the Event Page as well as the personal data of the Attendees and / or Exhibitors directly informed by them in the Application (hereinafter the "Database").
Swapcard agrees to use the Database only for the purposes of performing the Services, and not for the purpose of commercialization and / or use on behalf of third parties.
Ø Swapcard's obligations to the Client
- Data processing
Swapcard undertakes to only process personal data for the purpose of delivering the services and in line with the Client's documented instructions. Swapcard undertakes to inform the Client if, in its view, an instruction constitutes a breach of the applicable regulations.
- Data security and confidentiality
Swapcard undertakes to implement appropriate technical and organisational measures to ensure the security and integrity of personal data; personal data backups and restoration in the event of a physical or technical incident. Swapcard also ensures that people authorized to process personal data are covered by an obligation to maintain data confidentiality.
- Other sub-contractors
Swapcard undertakes not to make use of other sub-contractors without the prior written, specific or general, approval of the Client. In the case of a general written authorization, Swapcard undertakes to inform the Client of any planned changes concerning the addition or replacement of other sub-contractors, meaning that the Client has the option of objecting to these changes.
- Provision of information
Swapcard undertakes to respond to any information requests made to it by the Client, whether it is a question of the relevant people asking to exercise their rights, an impact analysis, or a request submitted by the data protection authorities or the Client's data protection officers.
- Notification of personal data breaches
Swapcard undertakes to inform the Client about any personal data breach within a maximum of 72 (seventy-two) hours of becoming aware of the breach. If the Client needs to notify the relevant authorities about this breach, Swapcard undertakes to provide any useful documentation.
- Data retention
Swapcard undertakes to delete personal data 3 (three) years after the last time the Application user logged in to the Application, whatever the reason, and to not keep any copies.
- Log and documentation
Swapcard keeps a written log of data processing undertaken on behalf of its Clients. This register also contains information relating to this processing.
If so requested by the Client, Swapcard makes available to it all the information needed to prove its compliance with its obligations.
Swapcard cannot under any circumstances be held liable for the technical availability of websites run by third parties (including any partners) which the Client may access via the application.
Swapcard does not assume any liability for the content, adverts, products and/or services available on such third-party websites, and users are reminded that these sites are governed by their own terms and conditions of use.
The Company will not be held liable for any transactions conducted between the Client and any advertisers, professionals or salespersons (including its potential partners) to whom Clients may be directed via the Application and will not take part in any disputes whatsoever with these third parties, particularly concerning the purchase of products and/or services, guarantees, declarations or any other obligations whatsoever to which these third parties may be bound.
Neither of the parties may be held liable for any temporary inability or difficulty in implementing this agreement if this is caused by force majeure as defined by Article 1218 of the French Civil Code.
By force majeure, the Parties agree in particular to hear the occurrence of an event having the characteristics of unpredictability and irresistibility usually recognized by French law and courts as well as strikes, terrorist activities, riots, insurrections, wars, government actions, epidemics, natural disasters or default attributable to a third-party telecommunications provider.
The prevented Party must inform the other Party as soon as possible, indicating the nature of the force majeure. The Parties will come together to determine together the most appropriate means to mitigate, if possible, the consequences of the event or events constituting force majeure.
If the case of force majeure lasts more than 3 (three) months, each Party may terminate the Contract without legal formality, notice and without the right to compensation of any kind whatsoever, by sending a registered letter with acknowledgement of receipt with immediate effect.
If, following a case of force majeure, the affected Party is prevented from fulfilling only part of its contractual obligations, it remains responsible for the execution of the obligations which are not affected by the case of force majeure as well as of its payment obligations.
Upon cessation of the force majeure, the prevented Party must immediately inform the other Party and resume the performance of the affected obligations within a reasonable period.
In the event of cancellation or postponement of an Event by the Customer due to COVID-19 (Coronavirus), the Customer must notify Swapcard as soon as possible.
The Customer may then request a postponement of the subscription of its license(s) subscribed for then Event to a later date and request payment in instalments of his invoice over two years (50% payable in the year of his subscription, 50% payable the year during which the Event will have been postponed).
Swapcard, in collaboration with the Client, reserves the right to include on any page of the Application and in any communication with the Clients advertising and promotional messages in a format and in conditions decided upon solely by Swapcard.
Swapcard reserves the right to amend these General Terms and Conditions at any time.
Clients will be informed about these amendments via any pertinent method.
Clients who do not agree to the amended General Terms & Conditions must unsubscribe from the Services following the procedure explained in Clause 9 Length of Services and unsubscribing.
Any Client who makes use of the Services after the amended General Terms & Conditions have taken effect is deemed to have accepted the amendments.
If the general terms & conditions are translated into one or more languages, in the event of a contradiction or dispute about the meaning of a term or provision, the French language version will be used to interpret the agreement.
The General Terms & Conditions are subject to French law and will be governed and interpreted in line with it.
The Paris, France Tribunal de commerce (commercial court) will be the only court competent to deal with any disputes that may arise about their validity, interpretation or performance, unless there is a contrary and mandatory procedural requirement.