GENERAL TERMS OF USE
AND SUBSCRIPTION – DB2

Article 1 – Purpose and scope

These general terms of use and subscription (hereinafter the “Terms”) govern access to the DB2 platform, available at https://db2.ixoe.eu/, and the subscriptions taken out to use it.

DB2 is operated by IXO ELECTRONIQUE SAS, a company registered with the Bordeaux Trade and Companies Register (RCS) under number 401 566 617, whose registered office is at ZAT de Marticot, 33610 Cestas (France), hereinafter “the Operator”.

The service is reserved for professional use. Any person who creates an account or takes out a subscription on behalf of a company declares that they are authorised to bind it. Acceptance of the Terms is required at registration or subscription. The features and price of the chosen plan, as validated when ordering, supplement these Terms.

Article 2 – Description of the service

DB2 makes it possible to centralise, record, search, sort and view the results of battery tests carried out with compatible Midtronics testers and, depending on the features available, to associate additional information with them.

The platform may also allow the management of several devices, the administration of accounts and the supervision of authorised users. The features available depend on the plan and on the rights granted to the account.

DB2 does not perform the tests and controls neither the measurements supplied by the devices nor the decisions taken on the basis of these results. Only data actually transmitted to DB2 in a usable format can be recorded. The collection of results depends in particular on the Midtronics BMIS service, under the conditions set out in Article 9.

Article 3 – Accounts and authorisations

The user provides accurate information and keeps it up to date. Login credentials are personal and must be protected against any unauthorised use.

Each account has the rights corresponding to its profile and to the scope assigned to it. Some accounts may administer or view other accounts within the limits of their authorisations. The organisation of profiles and supervision levels is part of the internal administration of DB2 and remains confidential.

The Operator may suspend, as a precautionary measure and for as long as necessary, any access used fraudulently, in breach of these Terms or in a way likely to compromise the security of the service. The user concerned is informed as soon as circumstances allow.

Article 4 – Plans and trial period

DB2 offers limited plans, with a monthly test quota and a maximum number of devices, and unlimited plans, with no test quota set by DB2 and billed according to the number of authorised devices.

A free plan, subject to specific limitations, may be offered. Some plans, in particular free ones, do not allow membership of a group. The exact features of the offers, their restrictions and their prices are shown on the platform before subscription.

A free one-month trial of the unlimited plan may be granted under the conditions shown at registration. Its expiry does not lead to any automatic paid subscription.

The term “unlimited” refers only to the absence of a monthly test quota imposed by DB2. It is not a guarantee of the availability or completeness of transmissions provided by third-party services, in particular BMIS.

Article 5 – Subscription, payment and term

Paid subscriptions are offered for periods of 1, 6, 12 or 24 months. Before validation, the customer is shown a summary stating the plan, the authorised devices, the term, the price excluding tax, the applicable taxes and any discounts.

Payment is made by bank transfer according to the instructions given when ordering. The subscription is activated after the payment has been received and checked. Its start date and end date are shown in the customer area.

The agreed price does not change during the period already paid. The Operator may change the prices of its future offers, with no retroactive effect on current subscriptions.

The subscription ends on the scheduled date unless the customer expressly requests a renewal. No paid renewal takes place automatically. Voluntarily not using the service does not give any right to a refund of the subscribed period, without prejudice to the rights provided for by these Terms and by law.

As long as a paid subscription is running, the account cannot be deleted before the end date of the paid period. Deleting the account, whenever it takes place, gives no right to any refund, without prejudice to the cases provided for in Article 12. A subscription granted free of charge is not a paid subscription.

Article 6 – Monthly quotas of limited plans

The monthly quota applies to all the devices attached to the plan. It is renewed on the first day of each calendar month. Unused tests are not carried over to the following month.

As soon as the quota is reached, the results of additional tests are no longer processed or recorded by DB2. Recording only resumes when the quota is renewed or after activation of a higher plan with an available quota.

Results not recorded during this period are neither queued nor retrieved retroactively by DB2.

The customer can view their test consumption and the available quota in their online area. Information that the quota has been reached is made available in that area, without any automatic e-mail. It is up to the customer to monitor their consumption and to adapt their plan to their needs.

The stopping of test recording once the quota is used up is the normal application of the plan and not a malfunction of the service.

Article 7 – Change of plan

The customer may request a move to a plan of equal or higher value during the subscription period, within the options offered on DB2.

The value of the unused period of the previous subscription is turned into a credit and deducted from the amount of the new subscription, according to the calculation shown before validation. This credit cannot be refunded in cash. The new plan takes effect after validation and, where an additional amount is due, once its payment has been confirmed.

A move to a lower plan takes place at the end of the current subscription. The restrictions of the new plan, in particular regarding the number of devices and access to groups, then apply. These rules do not prevent the exercise of statutory rights of termination or of switching provider.

Article 8 – Availability, support and maintenance

The Operator uses reasonable technical and organisational means to ensure the operation and security of DB2. It intervenes within a reasonable time when a malfunction within its scope is reported to it or detected.

Occasional interruptions may be necessary for maintenance, updates or security. Scheduled work likely to affect the service significantly is announced in advance whenever possible. DB2 is not covered by any guarantee of uninterrupted availability.

In the event of complete unavailability of the essential functions of DB2, directly attributable to the Operator and lasting more than 48 consecutive hours, a customer holding a paid subscription may request an extension corresponding to the full days of unavailability. If this situation lasts more than 30 consecutive days and substantially deprives the subscription of its usefulness, the customer may request its termination and the refund provided for in Article 12.

Limitations resulting from the plan, malfunctions of the customer’s equipment or connection and incidents relating to BMIS are dealt with separately and do not give rise to the compensation provided for in this article.

Article 9 – Dependence on BMIS and external services

The collection of Midtronics test results by DB2 depends in particular on the sending and transmission of messages or data by the Midtronics BMIS service. The Operator does not administer it and controls neither its availability, nor its technical changes, nor the conditions under which it is maintained.

DB2 therefore cannot guarantee the transmission of every result, the absence of delays or the completeness of the collection when the cause of the failure lies solely in these external services. The Operator remains liable for any failings of its own.

Where a change to BMIS affects the collection, the Operator makes reasonable efforts to find a solution compatible with the technical means available, without any obligation to develop a replacement solution or to guarantee the restoration of a third-party service.

In the event of a general interruption of BMIS that substantially prevents the reception of new tests for more than seven consecutive days, a paying customer may request an extension of their subscription corresponding to the full days of interruption, up to a limit of 30 days. If the interruption lasts more than 30 consecutive days and substantially deprives the subscription of its usefulness, they may request its termination and the refund provided for in Article 12.

These commercial measures do not mean that the Operator guarantees the operation of BMIS. Results not transmitted during the incident are not necessarily recoverable after restoration. Access to results already recorded may remain available during an interruption of the collection.

Article 10 – Customer’s obligations

The customer uses DB2 in the course of their professional activity and in accordance with its intended purpose. They ensure the compatibility, configuration and connectivity of their devices and make sure they hold the necessary rights over the data transmitted to the platform.

They refrain from any attempt to circumvent quotas, access authorisations or security measures. They remain responsible for the decisions taken on the basis of test results and for their own statutory retention and traceability obligations.

Where their needs require independent retention of the results, it is up to them to export them regularly.

Article 11 – Data and confidentiality

The test results recorded in DB2 come from Midtronics testers and are transmitted by BMIS, the Midtronics platform. They belong to the Operator (DB2), to Midtronics and to BMIS, each as far as it is concerned, and not to the customer. For the duration of their access, the customer has a non-exclusive right of use allowing them to view and export the results accessible to their account, within the limits of the rights granted to authorised accounts. These provisions apply without prejudice to the rights that data subjects hold under the regulations on personal data.

The Operator undertakes to preserve the confidentiality of the data it accesses in the course of providing the service and to implement security measures appropriate to the risks. It does not use them for commercial purposes unrelated to the operation of DB2 without a legitimate basis.

Personal data needed to manage accounts, invoicing and the customer relationship are processed in accordance with the applicable regulations. Where the Operator processes personal data on behalf of a customer, the respective obligations of the parties are set out in the data processing clauses provided for by Article 28 of the GDPR.

Article 12 – Lasting failure of the service and refund

Where a lasting failure gives a right to early termination under the conditions of Articles 8 or 9, the contractual refund is limited to the part of the subscription actually paid that corresponds to the period still to run on the date the termination takes effect.

The calculation is made pro rata to the number of calendar days not yet elapsed over the total term of the subscription concerned, on the basis of the price actually paid for that term, less any amounts already refunded or credited.

Periods already elapsed are not refunded. The amount returned may not exceed the price actually paid for the period not yet elapsed. Termination does not, in itself, give any right to additional compensation, without prejudice to liabilities that cannot legally be excluded.

Any damage distinct from the refund of the price remains subject to the rules of contractual liability and to the limitations validly stipulated in Article 14.

Article 13 – Data export, account deletion and end of access

DB2 allows the customer to export, themselves and from their online area, all the test results recorded and accessible to their account, as Excel files. This export is included in the service and does not require any action by the Operator.

The user may delete their account from their profile, except during a paid subscription period (Article 5) or while a subscription request is pending; the client may cancel that request as long as it has not been paid. The deleted account remains pending deletion for 8 days: during this period, it may be recovered by the user by logging in or by an administrator on whom it depends, and the owner of their group and the higher-level administrators are informed. At the end of this period, the account is closed for good: it can no longer be recovered, its means of access (password, photo, sessions, access tokens and associated devices) are deleted and its email address may be used for a new account.

The test results produced with the account are not deleted with it: they remain in DB2 and remain accessible to the owner of the group to which the account belonged and to the higher-level administrators, within the limits of their rights. To ensure the traceability of the origin of the tests, the name and email address of the account remain linked to the results it submitted. Accounts attached to the deleted account move under the administrator on whom it depended. Deleting the account gives rise to no refund.

The customer may keep and use these files under their own responsibility, in compliance with third-party rights and the applicable regulations. DB2 does not guarantee the automatic integration of these files into third-party software and does not provide, under the standard subscription, any specific development or customised migration service.

The customer is invited to carry out their exports before their subscription expires. After that, access to paid features may be deactivated. Requests for retrieval, switching provider and erasure of data continue to be handled in accordance with the mandatory provisions applicable to them.

If the European rules on switching between data processing service providers apply to the service concerned, the customer may request the reasonable assistance provided for by law to retrieve or transfer their exportable data. The notice period for starting the process does not exceed 30 calendar days, the transition period is 30 calendar days unless a legal exception applies, and a retrieval period of at least 30 calendar days follows this transition. Any charges comply with the statutory caps and prohibitions in force.

The categories of exportable data are the test results and the associated information made available in DB2 exports, insofar as their export is open to the customer’s account or is legally required. Elements specific to the internal operation of DB2, in particular the source code, algorithms and information protected by intellectual property rights or trade secrets, are excluded within the limits provided for by law. The personal data of accounts are deleted or anonymised at the end of the applicable periods, subject to retention obligations and to the operations required on backups.

Article 14 – Liability

The Operator undertakes to provide the essential services subscribed and to devote reasonable means to their proper operation. It does not guarantee the performance of the testers, the accuracy of the results they produce or the permanent operation of external services.

Its contractual liability may only be incurred for direct, certain and proven damage resulting from a failing attributable to it. Within the limits permitted by applicable law, the total amount of damages that may be charged to it for a single event or related events is capped at the amount excluding tax actually paid for the subscription concerned, up to a maximum of twelve months of fees.

Indirect losses, in particular loss of profit, customers or business opportunities, are excluded from compensation within the limits permitted by law.

These restrictions do not apply in the event of gross negligence or wilful misconduct, nor to liabilities that may not legally be limited. They may not have the effect of depriving an essential obligation of the Operator of its substance.

Article 15 – Force majeure

Neither party may be held liable for a failure due to an event meeting the conditions of force majeure within the meaning of Article 1218 of the French Civil Code. The party prevented informs the other as soon as reasonably possible.

The effects of force majeure, in particular the suspension of the obligations prevented and the possible termination of the contract, are governed by the applicable statutory provisions. A failure of a supplier or of an external service, including BMIS, does not automatically constitute a case of force majeure.

Article 16 – Changes to the service and to the Terms

The Operator may change the functions, the software components and the technical organisation of DB2. It takes care not to substantially reduce essential features already paid for, unless required by law, for security or by circumstances beyond its control.

Substantial changes to these Terms are brought to the attention of customers with reasonable notice, in principle 30 days, except in the event of a legal or security emergency. They apply to new subscriptions and to later renewals. The rights attached to a period already paid are not substantially reduced without the customer’s agreement, subject to legal requirements.

In the event of the permanent discontinuation of the service preventing the performance of a current subscription, the Operator informs the customers concerned within a reasonable time and refunds the paid and unexpired part of the subscription, under the conditions of Article 12, without prejudice to the statutory rights to retrieve data.

Article 17 – Intellectual property, governing law and disputes

The DB2 software, its structure, its interfaces and its distinctive elements remain the property of their holders. The subscription only grants a non-exclusive right of use, limited to the features and term of the plan. The Midtronics and BMIS trademarks belong to their respective holders.

These Terms are governed by French law, subject to the applicable mandatory rules, in particular for international relations. In the event of a dispute, the parties first seek an amicable solution.

BETWEEN PARTIES WHO HAVE ALL CONTRACTED AS TRADERS, EXPRESS TERRITORIAL JURISDICTION IS GRANTED TO THE TRIBUNAL DE COMMERCE DE BORDEAUX, SUBJECT TO THE APPLICABLE MANDATORY RULES.