Terms of service

LAST UPDATE: 15 February 2024

"Citipo" (hereinafter the “Provider”) is the international brand and trade name of the company CPGT SAS, a company registered at 49 rue de Ponthieu, Paris, France.

The prospect is invited to read these terms carefully before accepting them. Subscription to Citipo’s Services is carried out either online by the prospect via the Website, or after contact with the Citipo sales team.

When registering, the Client accepts without reservation and with immediate effect this Agreement and its annexes mentioned below by means of a signature, an electronic signature, confirmation by email or checkboxes confirming acceptance of these terms.

The Client may at any time consult or reproduce this Agreement, store it on their computer or any other medium, send it by email or print it on paper for safekeeping.

1. Definitions

The Citipo platform is the web-based management interface. It provides access to tools for creating websites and online content (CMS), to the contact database, analytics, settings, access rights, etc. The Citipo platform is accessible via a browser at the URL: console.citipo.com. The browsers compatible for optimal navigation within the services are Google Chrome and Firefox.
Client or Subscriber: Organization or person who has subscribed to a plan online, signed a quote, or confirmed by email their subscription to a service provided by Citipo.
Services: The services provided by the Provider under these terms of use, including the provision of access to the Citipo platform.
End User or User: means the end user who is authorized by the Client to use the Services. For example: a member of their team.
Software: the software licensed by Citipo to the end user, which includes the Citipo Platform.
Third Party means any person other than the Client, the End User, the Subscriber or the Provider.
Provider Content: the information entered by the Provider (Citipo) or on behalf of the Provider on the platform, which includes regulatory updates, articles, news and analyses, as well as terms and other documents.
"Force Majeure" means events or circumstances beyond the control or will of the Client or the Provider, as commonly recognized by the case law of French Courts and Tribunals.

2. Purpose

These Terms of Service (or "TOS"), as well as any additional conditions that may apply — such as specific terms presented as annexes to this Agreement or in the quote accepted by the Client (together, the "General Terms") — contain the general terms and conditions that apply to our Services.

By clicking the "I accept" checkbox when creating their Citipo space, by signing a quote, or by sending their agreement by email, you indicate that these Terms of Service and their annexes constitute a binding agreement between you — who represent and warrant that you are a legal representative of the organization or legal entity (referred to as "you" or "your") that has subscribed to a Service and created a Citipo space — and us.

The Client declares having read all of these Terms of Service and their annexes, as well as the Terms of Use applicable to End Users of the Services, and accepts them without restriction.

The Client declares having knowledge of the characteristics and functionalities of the Services, being informed of the technical configuration required for their use by the Client and the end users, having received from Citipo all advice, instructions and clarifications necessary to subscribe to the Services with full knowledge of the facts, having sufficient knowledge of the Services and having, prior to this Agreement, sufficiently discussed with Citipo’s sales team to ensure that the Services meet their expectations, needs and constraints. Legal provisions – article L111-1 et seq. of the French Consumer Code.

3. Description of the Services

Citipo is a communication, mobilization and civic action platform available on the web, which includes features for website creation, online content creation, communication, online forms and surveys, petitions, calling campaigns, information sharing and exchanges, action modules, proxy-voting modules, print ordering, volunteer management, data analysis, profile analysis and sometimes tools for donation or fundraising. Citipo also provides developers and professionals with specialized interfaces allowing them to develop additional content, templates and modules as part of its Open Action project.

Each organization or client creates its own environment on the Citipo platform (also called "space" or "account").

Citipo is a SaaS software ("Software as a Service"). It is a paid service that offers temporary plans (also called packs or subscriptions), extensions (additional functionalities) and additional “services” related to its software (training, technical support, white label, private and public API). The description of its services and subscriptions is available online on Citipo’s commercial and marketing website at the URL citipo.com and in particular on the page citipo.com/tarifs.

Access to the functionalities depends on the plan and extensions chosen and paid for by the Client. The Client therefore does not have all the functionalities of the platform, but only those that correspond to their choice. To guide them in their choice, they may speak with the sales team, consult the page https://citipo.com/fr/pricing, or consult the pages describing temporary plans/packs.

For example, a paid Citipo Premium subscription includes access to features such as launching a website, team management, contact management, petitions, forms, statistics, access to integrations and support from the Citipo support team. It does not include membership-area functionalities, for example.

4. Changes to the Services and the Terms of Service

We regularly update and improve the Services. We may sometimes add or remove features in order to improve the ability of clients and end users to use our Services. These Terms of Service may also be amended. We reserve the right to modify the General Terms at any time, but if we do so, we will inform you by placing a notification on the platform, and/or by sending you an email and/or by any other means.
If you do not agree with the new General Terms, you are free to reject them; unfortunately, this means you will no longer be able to use the Services. If you use the Services in any way after a modification of the General Terms comes into force, this means you accept all changes.
Except for changes made by us as described above, no other amendment or modification of these Terms of Service may be made.

5. Confidentiality and data security

Each party undertakes to keep strictly confidential all documents and information that have been designated as confidential by the other party, which it may have become aware of during the conclusion and performance of this contract and not to disclose them without the prior written consent of the other party. This obligation does not extend to documents and information: that the receiving party already knew; that were already public at the time of their communication or that become public without breach of this agreement; that have been received from a third party lawfully; and whose disclosure is required by judicial authorities under applicable laws and regulations or in order to establish the rights of a party under this contract.

This obligation of confidentiality extends to all employees, collaborators and partners of the parties as well as to their affiliates and co-contractors, and in particular to Users. It will continue to apply for one (1) year from the termination or end of the Subscription.

We take the confidentiality of our users’ data seriously. We will store and use your information in accordance with our Privacy Policy, which is incorporated by reference into these Terms of Service, and which may be amended at any time at our discretion ("Privacy Policy"). By continuing to use the Services, you indicate that you accept these changes.

6. Use of the Services

Use of the Services by the Client is subject to compliance with and acceptance of the Terms of Use (ToU) incorporated herein.
Most of the Service’s features are reserved exclusively for End Users selected and invited in advance by the Client by email, provided that End Users act exclusively under the direct authority of the Client, and for the Client themself. The Client will ensure that End Users do not allow any third party to use their login credentials in their place or on their behalf, and does so under their responsibility. The Client is also responsible for maintaining the confidentiality of Members’ login credentials. The Subscriber will take all measures they deem necessary in the event of accounts being used by a third party without their knowledge.
The Client will also ensure compliance with the Terms of Use by all of their End Users invited onto their Citipo space.
Transfers of ownership between the account owner, the super administrator and the administrator.
Requests for transfer of ownership of a space are classified into three categories:
- (i) Type A transfers, which are transfers of ownership by the account owner/administrator initiated by the account owner/administrator via the Citipo support team or by changing their information in their organization’s settings;
- (ii) Type B transfers, which are requests for transfer of ownership of the account owner/administrator initiated by a person other than the account owner/administrator;
- (iii) Type C transfers, which are requests for transfer of ownership of the account owner/administrator initiated by the beneficiary, their proxy or the executor of the will of a deceased account owner/administrator.
Citipo may, at its sole discretion, refuse any request to transfer ownership of a space if its employees and support teams consider that they have not gathered enough evidence to allow a transfer of the account; in particular in the case of Type B and C transfers.

7. Intellectual property rights

You understand that Citipo owns the Services.

You agree not to modify, publish, transmit, participate in the transfer or sale of, reproduce (except in cases expressly provided for in the General Terms), create derivative works based on, or otherwise exploit the Services in any way. We allow you to copy or download certain Provider Content; remember that just because this feature exists does not mean that all of the above restrictions do not apply — they do apply!

7.1 Ownership of the platform.

Ownership of all intellectual property rights and other rights in the services and the Citipo Platform, including but not limited to the software, design, layout, content, links, illustrations, logo, taglines, default website templates provided on the platform and others, remains our property and that of our licensors, developers and partners, as applicable. All content is protected by copyright and belongs to us or is used with permission.

You agree to comply with all copyright notices, trademark laws, information and restrictions contained in any content of the services that you access through the Services, and you will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, download, display, license, sell or otherwise exploit, for any purpose, any Provider Content that you do not own, (i) without the prior consent of the owner of such content or (ii) in a manner that violates our rights or those of a third party.

7.2 Ownership of the Client’s Content and Designs

The Client retains all rights, title and interest in and to any content, including texts, images and custom designs created by or for the Client and uploaded to the platform. This includes, without limitation, graphics, logos and website designs.
Third-Party Designs: If the Client hires agencies, designers or third-party partners to create custom designs, ownership of such designs remains with the Client, provided that all fees for such designs have been fully paid.
Limited License for Hosting: By uploading content to our platform, the Client grants us a worldwide, non-exclusive, royalty-free license to host, reproduce and display the content as necessary to provide our Services.
Client Responsibility for Third-Party Content: The Client is responsible for ensuring that they have the necessary rights and permissions to use any third-party content or design included on their site.
Ownership of the Domain Name and Renewal: The domain name is the property of the Client. It is the Client’s responsibility to ensure the timely renewal of domain names. Citipo cannot be held liable for any failure to renew domain names.

7.3 Use of your image for marketing purposes

By accepting this agreement, you authorize Citipo to use your logo and the name of your organization in its marketing and sales materials. This authorization is valid for a period of 5 years after the end of the subscription. If you wish to object to the use of your image, simply send an email to our support team at support@citipo.com or contact@citipo.com.

8. Subscription

PAYMENT

For more information on product features and pricing plans, please consult the pricing page on our website at https://citipo.com/tarifs or our commercial documentation. We may change our prices, our plans and the features associated with them at any time. The applicable price is the one shown on your paid invoice or signed quote when you subscribe to our services. This price is valid for the duration of your commitment, most often monthly or annually.
Citipo regularly offers temporary “package” offers adapted to specific campaign periods, including access to Citipo tools as well as dedicated support, depending on needs.
If you have committed on a monthly basis, the price change will apply the following month. If you have committed on an annual basis, the price change will apply after the anniversary date of your subscription. We do not provide refunds.
Monthly payments are possible with a 25% increase in the quote amount compared to annual payment. Other conditions may apply to special offers, such as advance payments and commitments longer than 2 years. Contact the sales department for more information or to apply these discounts related to advance payments.

8.3. Annual and Multi-Year Commitment

(i) Annual Commitment: In certain cases, the parties may agree on an annual commitment with monthly payments. The Client hereby agrees to an annual commitment starting from the date of signature of this agreement and continuing for a period of twelve (12) consecutive months.
(ii) Multi-Year Commitment: In certain cases, the parties may agree on a multi-year commitment with annual or monthly payments. The Client hereby agrees to a multi-year commitment starting from the date of signature of this agreement and continuing for a period of several years, as specified in the contract.
(iii) Payments: Regardless of the type of commitment, the Client will make monthly or annual payments to the Company in accordance with the amounts and due dates specified in the attached quote.
(iv) Non-Cancellation: The Client agrees that the commitment, whether annual or multi-year, cannot be canceled during the agreed term. The Client is required to make all payments for the duration of the commitment period.
(v) Early Termination: If the Client chooses to terminate the services before the end of the commitment period, the Client remains responsible for payment of the balance of the remaining months in the commitment period.
(vi) Automatic Renewal: Unless otherwise notified by either party as specified in the agreement, this annual or multi-year commitment will automatically renew for additional periods under the same terms and conditions.
(vii) Renewal Terms: At the time of renewal, the Company reserves the right to adjust the subscription terms and conditions, including pricing. Any modification will be communicated to the Client at least 15 days before the renewal date.
(viii) Default of Payment: If the Client fails to make a monthly or annual payment on time, this will be deemed a breach of the agreement, and the Company may take appropriate actions, including legal proceedings against the Client to recover the unpaid amount. This may include filing a lawsuit. Unpaid debts may be reported to credit agencies, which may affect the Client’s credit rating.
(ix) Change in Commitment Period: Any change in the terms of this annual or multi-year commitment must be agreed in writing by both parties, including the possibility of upgrading or downgrading the subscription or adding additional Services.
(x) Negotiation and Settlement: In some cases, the Company may be willing to negotiate a settlement or revised payment plan, particularly if the Client faces genuine financial difficulties.

8.4 Payment terms

All Citipo subscriptions are by default expected to be paid in advance to cover setup fees.
If you wish to set up multiple payments, the same 25% increase will be applied to the amount of your quote.

Payment terms for each type of Service are as follows:

(iii) Net 7 days from the date of invoicing for subscriptions
(iii) Net 15 days for our temporary offers, election packs, additional services and Tailor-Made subscriptions.

Payment that is not received within these time limits is considered late payment. We may terminate or suspend your access and that of your end users to the Platform and application in the event of late payment (see below for more information).

(i) Payment methods

We accept the following payment methods: American Express, Visa, Mastercard, Bank Transfer, Cheque (French bank only).

(ii) Currencies

We accept payments in US dollars, British pounds and euros. Any other currency received may incur fees and/or an exchange loss that may be charged to the Client.

(iii) Authorization for recurring billing

By providing your organization’s billing information and agreeing to purchase Services from Citipo, you authorize us (or our representative) to automatically issue a renewal invoice on the anniversary date of your subscription during the commitment period ("commitment period") for all fees accrued at that date (if any) in accordance with the Services subscribed online, the signed quotes, your usage on the platform or any other applicable registration terms.

You acknowledge and agree that the amount invoiced on each anniversary date may vary depending on your use of the Services and may include subscription fees for the remainder of your applicable billing period and any overage fees for the previous month.

It is your responsibility to ensure that the chosen payment method is at all times compatible with the list of payment methods authorized by law for the use of the Services in specific legal contexts. This applies in particular in the case of a payment made from a bank account used for an election campaign. Citipo cannot be held responsible for consequences related to inappropriate or fraudulent use of a payment method in this context.

8.5 Transaction fees

You acknowledge that for certain credit cards, your credit card issuer may charge foreign transaction fees or other fees. This also applies to international or instant transfers and bank wires.

8.6 Invalid payment

In the event of a failed payment due to expired credit card, insufficient funds or other reasons, you remain responsible for all outstanding amounts and we may, at our sole discretion, either (i) invoice you directly for the deficient amount, (ii) continue to charge the credit card once it has been updated by you (where applicable) or (iii) terminate these Terms of Service and thereby terminate access to the platform and delete your data.

8.7 Update of billing information

At any time, you may update your information by contacting support@citipo.com or by logging into your Citipo platform in the billing settings.

8.8 Termination of recurring billing

In addition to the termination rights set out in these General Terms, you may terminate the subscription period by sending us a non-renewal notice at support@citipo.com in accordance with the section below. Termination takes effect at the end of the current commitment period, most often at the end of the annual or monthly commitment.

8.9 Payment of subscriptions, extensions and outstanding fees

Upon termination or expiration of the subscription, we will invoice all subscriptions, extensions or outstanding fees for your use of the Services during the subscription period.

You agree to pay interest on any unpaid amount at the maximum rate allowed by law. We will automatically charge your credit/debit card/bank account on file (the "Payment Method") for all amounts due on your account (including interest) as long as your space is open, whether or not you use the Services.

You agree to pay attorneys’ fees and court costs if amounts owed to us are collected by or through an attorney or collection service.

8.10 Abuse / Manipulation

Manipulating use of the platform to avoid fees is not permitted and may result in closure of your space or account and blacklisting from our Services, as well as the application of charges related to such manipulation.

We are not responsible for the actions or inactions of a payment processor. If your account is in arrears or if fees are reversed, we may close your space or account (see conditions below).

8.11 We have the right to accelerate the payment of all fees you owe us if we reasonably believe you will not be able to pay us on time.

8.12 If we process payments on your behalf and you have an outstanding balance, you agree that we may deduct our fees from any payment we process on your behalf.

8.13 Credit card processing

In the case of payment by credit card, we use Mollie and other payment processing providers and platforms. Your use of any such provider’s services is subject to your agreement to, and ongoing compliance with, their general terms and conditions.

8.14 Taxes

You will be responsible for paying, withholding, filing and reporting all taxes and other government assessments associated with your activity in connection with the Services, it being understood that we may, at our sole discretion, carry out any of the above operations on your behalf or on our own behalf, as we see fit.

The parties consider that payments due under these General Terms are not subject to value added tax or any other form of sales tax or duty or similar tax, whether levied on a federal, state or local basis (collectively, "VAT").

In the case of EU Member States other than France and Belgium, under Articles 44 and 196 of EU Directive 2006/112 on VAT, VAT is shifted to the recipient.

However, if VAT is applicable to any consideration payable to us, such VAT will be added to our invoices and paid by you, and to the extent that you cannot reclaim or deduct such VAT as an input tax, it will be allowed to deduct such VAT as a deduction from the amounts paid.

8.15 Automatic renewal

Except as expressly provided in specific annexes or on the client’s quote, after completion of the initial subscription period, the service will be automatically renewed for an additional period of the same duration under these Citipo Terms of Service.

The initial commitment period (monthly, annual or multi-year) constitutes a minimum commitment period. In case of a pricing change, the change will apply for the new period. An annual or multi-year commitment therefore protects you from any price increase during the commitment period for equivalent Services and usage.

You may terminate your subscription as indicated above at any time, but termination will only take effect at the end of the commitment period.

SERVICES / EXTENSIONS AND ADDITIONAL FEES

8.17 Extensions, Services and fees

You may be charged additional fees, extensions or services that are not included in your initial subscription or plan, depending on your requests made to our teams and/or your usage of the Services.

For example, without this list being exhaustive,

(i) regarding options:

SMS credits
Email credits
Purchase of the Domain Name by the Client

(ii) Additional services

White label
Priority Support (Personalized onboarding support)
Developer Support (Technical Support on Open Action modules)
Training
Data Integration
Email configuration
Custom Design

8.18 Change of subscription

You may upgrade your subscription or add extensions at any time, regardless of your commitment period. The change to your subscription will be effective immediately or at a later date specified by you. You will need to pay the additional cost of this change for the remaining days before the anniversary date of your subscription.

For example, if you have subscribed to the Starter Offer since January 1st and on January 20th of the same year you wish to change your subscription to a Premium Offer, you will pay the Starter Offer subscription (from January 1st to 31st) on January 1st. The price difference between the amount already owed and — in any case — collected by Citipo for the Starter subscription and the rate for the 11 remaining days of Premium subscription until the anniversary date will be invoiced to you. From the anniversary date of February 1st, you will pay the price of a full month of Premium Offer without modifying the conditions provided in these Terms.

The minimum commitment period is one month for Starter, Premium, Organisation subscriptions. Any month started is due in the case of a monthly commitment. Any year started is due in the case of an annual commitment.

You cannot downgrade your subscription during your commitment period. You will need to wait until the anniversary date of the subscription (most often annual or monthly) to downgrade your subscription.

8.19 Additional Options and Services

You can add options to your account at any time to boost your platform and add functionalities useful to your action, such as SMS or email credits, or subscribe to additional services.

Options and services are linked to a main subscription (a Starter, Premium, Organisation or Tailor-Made offer) or a temporary offer (Election Offer, for example).

Purchase of SMS or email credits: SMS and email credits are made available without any commitment in time. They correspond to a number of SMS or emails credited on your Citipo space to be used. You have 12 months to use your SMS from the date of credit to your account. After this 12-month period, your SMS credit may expire. SMS and email credits are credited within 48 hours.

Purchase of the domain name and configuration of email inboxes: As the domain name host, Citipo may be requested to configure email settings (for example, MX records). Changes may be made within a maximum of 7 days.

Subscription to an Additional Service: You may request at any time to subscribe to additional Services such as — without this list being exhaustive — Training, Strategic Support, Data Integration, White Label, Custom Design, specific developments by contacting our support or sales team to obtain a quote for these services.

Specific case of White Label: You may request at any time to subscribe to White Label Services, i.e. customization services of the Citipo Platform. It may then be customized with your branding and color palettes. To set up White Label, you will be required to pay both setup fees (due only the first year or in the event of significant changes carried out by Citipo’s teams) and an annual fee. The annual fee covers maintenance and access to updates on your application. For any year started, the fee will be due.
Specific case of Custom Design: You may request to be supported by Citipo’s designers and developers in the creation of a custom design integrated into your Citipo account. In that case, the duration of the project will be assessed based on needs as part of a specific quote. Contact the sales team for more details.

TRIAL OR TEST PLATFORM

8.20 Test platform or Sandbox

The Citipo support or sales team may invite you to access a test platform or “Sandbox”. This test environment is pre-configured by Citipo and includes limited features (no communication features, precise geolocation or export, etc.) allowing you to carry out internal testing.

This test platform is subject to the exclusive authorization and supervision of Citipo. Access is limited in time (between 7 and 20 days), and Users of the test platform are subject to all obligations and rules contained in these Terms as well as the Terms of Use.

In addition to the obligations contained in the Terms of Use and in the other sections of these Terms, Users of the test platform undertake to use the platform only for internal testing purposes and therefore undertake: not to enter any personally identifiable data without consent (i), to delete personal data entered on the platform once their “test” is completed (ii), to invite only those persons necessary for the test, members of their team, with a maximum of 10 invitees (iii), not to attempt to manipulate or reproduce the Services (iv), not to use the Services in a malicious way (v), not to derive any economic benefit from the work carried out during the test (vi), without this list being exhaustive.

The user of a test platform understands that the environment made available to them, its content and the data contained in the environment belong exclusively to Citipo.

Citipo may at any time — without the need to justify such a decision — terminate the test period and close access to the platform.

9. Termination of Services

9.1. Termination & Payment

You are free to terminate your Account at any time from the billing settings of your Citipo platform or by contacting us at support@citipo.com.

Termination of your Account does not end your payment obligations. Your payment obligations are governed by the terms of your subscription and/or contract with us. If you are a monthly Subscriber, your payment obligations end on the anniversary date following the month during which you terminated.

If you are an annual or multi-year Subscriber, your payment obligations end on the anniversary date of the subscription.

9.2. Personal data

Please refer to our Privacy Policy and our Data Processing Agreement to understand how we process the information you provide to us after you have ceased using our Services.

9.3. Downloading and deleting your data on the Citipo platform

You own the personal data and content that you manage on your Citipo platform. You must therefore download all of your Personal Data before the effective date of your termination.

Once your Account is terminated, for compliance and security reasons, access to your Account will be disabled and you will no longer have access to download your data and website content.

The data will then be permanently deleted from our servers after your account is terminated, as we no longer have a contract and therefore no authorization to manage it on your behalf.

9.4. Termination by Citipo for regulatory compliance reasons

We may modify or terminate the Service or any part of it in any country or jurisdiction where there is a current or future governmental requirement or obligation that (1) subjects us to regulation or a requirement that is not generally applicable to our operations, (2) makes it difficult for us to continue operating the Service or any part of it in that country or jurisdiction without modifying our Services, and/or (3) leads us to believe that these terms or the Service or any part of it may conflict with such a requirement or obligation. If we terminate the service for regulatory reasons, we will grant you a credit for any amount paid in advance.

9.5. Our right to close your account or limit certain features

We reserve the right, at our sole discretion, to close your Account, without notice, for one or all of the following reasons:

(i) if you or any of the contacts on your Account, whether intentionally or not, violate any section of these General Terms, the rules and guidelines of our respective service providers, or any of our rights;
(ii) if we receive notice that you or your organization will be or are subject to insolvency proceedings;
(iii) upon receipt of notice from a third-party partner unable to provide the service;
(iv) if we do not receive a written response from you within 72 hours of any notice sent from support@citipo.com;
(v) if, in our judgment, your use of the service has the potential to cause harm to us, any of our affiliates, partners, employees, service providers or clients;
(vi) if your account remains unpaid and is not paid within twenty days of the due date;
(vii) if a hacked script or compromised website is discovered on our systems at the level of the service you are using;
(viii) if we receive too many reports concerning your petitions, consultation questionnaires or online forms hosted on citipo.org;
(ix) if the legal notices — including your privacy policies — of your petitions, online forms or consultation questionnaires infringe applicable legislation;
(x) if an unusual spike in resource usage is detected by our systems, resulting in a major overrun of the resources allocated to an account;
(xi) if you fail to remedy a suspension of your account or any individual service to our satisfaction and within the time frame we specify; or
(xii) if, in our judgment, we have received too many complaints about your content.

In the event of such closure of your account, you will not be entitled to any refund of fees and you may be prohibited from reopening your account, opening a new account or accessing any existing account. You agree that we will not be liable in any way for any closure in accordance with this section of these General Terms.

9.6. Termination of Services in case of bankruptcy or end of Campaign

(i) Specific case of Bankruptcy or Insolvency

The Client must immediately notify the Company of any declaration of bankruptcy or insolvency. In the event of the Client’s bankruptcy or insolvency, the Company reserves the right to file a claim for the total remaining balance in the context of bankruptcy or insolvency proceedings.

(ii) Specific case of Termination due to early end of campaign (as part of a special campaign offer)

In the event of early termination of the campaign, the Client who has subscribed to a special offer (in this case, the campaign) must notify the Company in writing within one day from the termination of the campaign.

(iii) Effect of Termination:

At the end of the campaign, all services provided by the Company will cease immediately, unless otherwise agreed in writing by both parties.

(iv) Outstanding Debts:

The Client remains responsible for all outstanding payments due to the Company on the date of termination.

(v) Payment Schedule for Outstanding Debts:

The Company and the Client may negotiate a revised payment schedule for all outstanding debts. This schedule must be agreed in writing by both parties.

(vi) Recovery of Outstanding Debts:

If the Client fails to make the agreed payments for outstanding debts, the Company reserves the right to take appropriate collection measures, including legal action.

9.7. Effects of closure and suspension

Upon any closure of your Account: (i) these General Terms and all rights granted under these General Terms will immediately cease (except for those which expressly survive or which by their nature survive); (ii) all access to the Service and your Account will immediately stop; (iii) you will be billed, and we may automatically attempt to recover from your Payment Method any amount owed; and (iv) all Content and hosted data may be deleted from our servers and backup systems and we may not have or retain any backup of such Content or hosted data. We recommend that you make frequent and regular backups.

We also recommend that you ensure you have retrieved all Content and data and made all necessary backups before submitting any request to close your account or any other service.

You agree to hold us and our affiliates harmless from any claim, loss or damage resulting from the closure of your account.

All sections of these General Terms that impose continuing obligations by their nature will survive closure or remain in force even after account closure.

You agree not to access or attempt to access your account or any of the services previously associated with your account after any closure.

In the event of suspension of your account, all services associated with your account will be rendered inaccessible until the issue related to the reason for suspension is addressed and resolved.

10. Responsibility for content and legal information

This section concerns — but is not limited to — the functionalities for creating websites, pages, news, forms, creating petitions or questionnaires and documents.

10.1

The content and information displayed on the Services are the sole responsibility of the Client who provides such content, and you access such content and information at your own risk. We are not responsible for any errors or omissions in this content or information, nor for any damage or loss that you may suffer in connection therewith. We do not verify content posted on the Services, and any questions about such content must be addressed to its owners. You are solely responsible for interactions with other end users of the Services.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by us. When you access third-party websites or use third-party services, you agree that this involves risks and that we are not responsible for those risks. We encourage you to be vigilant when leaving the Services and to read the terms and conditions and privacy policy of each third-party website or service you visit or use. We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, practices or opinions expressed on third-party websites or by any third party with whom you interact through the Services. By using the Services, you release and hold us harmless from any liability arising from your use of any third-party website or service.

10.2 Grant of content license

When you post content in public areas of the Service, you agree to grant us, and we hereby grant, a worldwide, royalty-free right to use and modify and perform any content that you post or submit for publication in public areas of the Service. The term "use" includes, without limitation, the use, reproduction, modification, publication, compilation of information lists, editing, translation, distribution, public display, public performance and creation of derivative works of the content.

When you post images, videos or other digital photos in public areas of the Service, you represent and warrant that these items are original and do not contain any third-party content other than that for which you have appropriate copyright permissions to use such images, including consent from the individuals depicted, in the manner in which you have posted them.

If the Service features allow you to remove or delete your content from the Service, the above licenses you granted will terminate within a reasonable time after you have removed or deleted the content from the Service. However, you understand and agree that we may retain — without displaying, distributing or performing — server copies of your content that has been removed or deleted.

10.3 For all content available online, including websites (pages, news, directories, etc.), petitions modules, forms and questionnaires or any other publicly accessible Services, Citipo acts as a hosting subcontractor for its Clients.

The Client of Citipo Services acts as the controller of personal data and is the sole owner of personal data collected through the Service.

As a Client and controller of personal data, it is your responsibility to provide all legal documents and information to your users, including a privacy policy, as well as any other documents required by local authorities.

As a Client, you may not hold Citipo responsible for any failure to comply with your obligations as controller of personal data.

10.4 Specific case of Domain Names

As part of the website creation services provided by Citipo, we set up the domain name for the client using the DNS information provided by the client. Although Citipo acts as a hosting subcontractor, the domain name remains the exclusive property of the client.

Citipo does not acquire any ownership or control rights over the client’s domain name, and our role is limited to configuring and hosting the website associated with that domain.

It is the Client’s responsibility to renew the domain name. Citipo cannot be held liable for the Client’s failure to renew the domain name or for any prejudice that this may cause to the Client.

In the event of termination of the services, the Client has the right to transfer the domain name to another hosting or domain management provider, according to their preferences. Citipo undertakes to provide the assistance necessary to facilitate this transfer.

11. License

These General Terms grant you a non-exclusive, limited, non-transferable and freely revocable license to use the Services, provided that you comply with all of the General Terms. We may terminate this license at any time in the event of a breach of our terms and policies.

12. Disclaimer

12.1 Obligation of means

The Services are provided “as is”. It is the Client’s responsibility to check that the Services are suitable for their needs and, in particular, for the legal and regulatory requirements to which their activities are subject, particularly when using the Services in a regulated electoral context or when the Client acts as Controller of personal data and publishes web pages and online forms. Citipo disclaims all liability in this respect.

However, Citipo is subject to an obligation of means. In this context, Citipo undertakes to exercise all necessary care and diligence in providing a quality and secure Service, in accordance with the characteristics and terms set out in these General Terms.

12.2 Limitation of liability

Subject to applicable legal provisions, Citipo or its affiliates or any of its licensors or service providers shall in no event be liable for loss of profits, loss of enjoyment, business interruption, cost of procurement of substitute technologies or services, any penalties and/or damages of any kind, related to or arising out of the performance or use of the Services.

This includes in particular:

personal injury, property damage, loss of profits, loss or corruption of data, loss of clientele, business interruption, computer failures or malfunctions or any other consequential, incidental, indirect, exemplary, special or punitive damage;
any action you take based on information received through or from the Services;
your failure to maintain the security and confidentiality of your password or account details;
the cost of acquiring substitute goods and services resulting from any goods, data, information or services purchased or obtained or any messages received or transactions concluded through or from the Services;
improper authorization of the Services by a person claiming to have such authority;
statements or conduct of any third party on the Services.

We do not guarantee continuous, uninterrupted or secure access to the Services or any related service. The operation of the Services may be interrupted by many factors beyond our control.

In no event will we be liable for damages resulting from the use or inability to use the Services, including but not limited to reliance on any information obtained on the site, or resulting from errors, omissions, interruptions, deletion of files or emails, errors, defects, viruses or delays in operation or transmission. You hereby acknowledge that this paragraph applies to all content, data and information submitted to the Service.

Citipo’s liability, for any reason whatsoever, shall not exceed the amount of the price actually paid by the Client during the twelve (12) months preceding the occurrence of the breach or damage.

12.3 Force Majeure

We will not be liable to you or any other person, company or entity for any failure to perform under this contract if such failure affecting us or our service providers and contractors is caused by one or more events beyond our control, including but not limited to strikes, labor disputes, walkouts or other labor difficulties, shortages of labor or materials, riots, vandalism, civil disturbances, acts of terrorism, wars, third-party provider failures, cable cuts, power shortages, infrastructure failures, internet outages, computer equipment failures, telecommunications equipment failures, other equipment failures, power failures, loss or fluctuations of heat, light or air conditioning, adverse weather, fires, floods, storms, explosions and other acts of nature beyond our control, or other similar events; any law, order, regulation, directive, action or request of local or foreign government, or any national emergency.

13. Third-party data services

You may use APIs or integrations if you wish with any Citipo subscription. These third-party services provide you with additional data from our partners. Before accessing such service, you will need to register with such services by accepting their additional general terms and conditions, which may differ from these TOS.

14. Other terms

14.1 Advertising

The Company does not currently display advertisements through the Services. If, at a later date, the Company decides to include advertisements or commercial solicitations in the publicly accessible part of the Services or associated websites, we will amend and submit new terms for your agreement. This exclusion does not extend to in-house advertising, which the Company may place in a non-intrusive manner.

14.2 Entire agreement and no waiver

These General Terms constitute the entire agreement between you and us regarding the Services and supersede all prior or contemporaneous agreements and arrangements, whether written or oral, in this regard. You may be subject to additional third-party terms and policies depending on your use of the Services. No failure or delay by either party in exercising any right or power under these Terms shall be deemed a waiver of such right or power, and no single or partial exercise of any right or power hereunder shall prevent any further exercise of such right or any other right hereunder. In the event of a conflict between these General Terms and any applicable purchase or other terms, these General Terms shall prevail. If any provision of these General Terms is unlawful or unenforceable under applicable law, the remainder of the provision shall be modified to achieve, as nearly as possible, the effect of the original provision and all other provisions of these General Terms shall remain in full force and effect. Section and paragraph headings in these General Terms are provided for convenience only and shall not affect their interpretation.

14.3 Notices

We may send you notices, whether such notices are required by law or for marketing or other business purposes, via SMS, email, written or paper notice, or by posting such notice on the Services, as we determine.

We are not responsible for any automatic filtering that you or your network provider may apply to email notifications we send to the email address you provide. We recommend adding contact@citipo.com to your email address book to ensure that you receive our email notifications.

14.4 No agency, partnership, joint venture or employment is created as a result of these General Terms and you have no authority of any kind to bind us in any way. You and we agree that there are no intended third-party beneficiaries under these General Terms.

14.5 Limitation period for filing claims

Any action, claim or dispute you have against us must be filed within 6 months from the date on which the action, claim or dispute first arose.

14.6 Changes to the General Terms

As stated above, we may revise and update these General Terms at our sole discretion. All changes take effect as soon as we publish them.

14.7 Assignment and transfer

You are not permitted to assign, transfer or convey these General Terms or the obligations arising therefrom without our prior written consent. Any assignment, transfer or conveyance by you in violation of these General Terms shall be of no effect. By accepting these General Terms, you consent to the storage and processing of your personal information, including sensitive information, in France or other countries. We use a range of measures to protect information, but these countries may have laws different from those of your country of residence.

You also consent to personal information, including sensitive information, about you and the people in your space being assigned, transferred or conveyed in the event of a business transition such as, but not limited to, a merger, sale, acquisition of our company’s assets or shares by another company, or any other transaction or proceeding. In such a case, your information would be used as described in our privacy policy. We may assign, transfer or convey (whether by contract, merger or operation of law) these General Terms, or any part thereof, at our sole discretion.

15. Indemnification and dispute resolution

15.1 Choice of jurisdiction

These General Terms are governed by French law. These terms are therefore expressly governed by the application of French law.

15.2 You agree to indemnify, defend and hold us and our officers, directors, employees, agents, affiliates, service providers, successors and assigns harmless from and against any loss, damage, liability, deficiency, claim, action, judgment, settlement, interest, award, penalty, fine, cost or expense of any nature whatsoever, including reasonable attorneys’ fees and costs, arising out of or related to (i) your breach of this Agreement; (ii) any user content you submit, post or transmit through the Service; (iii) your violation of the rights of any party, including but not limited to intellectual property rights, privacy rights, publicity rights and confidentiality; or (iv) any consequence of your use or the use by your space or spaces of the standard Privacy Policy.

15.3 Dispute resolution

The parties irrevocably agree that, with respect to any dispute or claim arising out of these Terms, their subject matter or their formation (including non-contractual disputes or claims), the French courts shall have jurisdiction and in particular the Court of Paris.

16. Contact information

If you are a resident of the European Union, the General Data Protection Regulation ("GDPR") applies. For more information, you can contact our Data Protection Officer at: dpo@citipo.com

For any other request: support@citipo.com

To learn more about how we process data, please consult our privacy policy.

8.19 Additional Options

You can add options to your account at any time to boost your platform and add functionalities useful to your action, such as SMS or email credits.

Subscription to an extension follows the same principle as a main subscription. You cannot downgrade an extension during your commitment period, and any period started is due.

To access extensions, they must be linked to a main subscription (a Starter, Premium, Organisation or Enterprise offer)

Purchase of SMS or email credits

SMS and email credits are made available without any time commitment. They correspond to a number of SMS or emails credited on your Citipo space to be used. You have 12 months to use your SMS from the date of credit to your account. After this 12-month period, your SMS credit may expire. SMS and email credits are credited within 48 hours.

Purchase of the domain name

Subscription to an Additional Service

You may request at any time to subscribe to additional Services such as — without this list being exhaustive — Training, Strategic Support, Data Integration, White Label, specific developments by contacting our support or sales team to obtain a quote for these services.

Specific case of White Label

You may request at any time to subscribe to White Label Services, i.e. customization services of the Citipo Platform. It may then be customized with your branding and color palettes. To set up White Label, you will be required to pay both setup fees (due only the first year or in the event of significant changes carried out by Citipo’s teams) and an annual fee. The annual fee covers maintenance and access to updates on your application. For any year started, the fee will be due.