cDs Online Privacy Statement

Principles

CDS is committed to respecting your privacy and recognizes your need to protect sensitive and personal information that you share with us. We will follow the principles set forth in this Privacy Policy and comply with applicable laws and regulatory standards.

CDS will not without explicit permission sell or share data you have provided us with.

Your data will be used by CDS only to improve your experience within our system.

We rely upon a number of legal grounds to ensure that our use of your personal data is compliant with the applicable Law. We only use personal data to perform our obligations towards our customers and users, to comply with our financial and legal obligations, and to pursue our legitimate business interests.

CDS will train our employees about how to keep your data safe and secure and help you do the same.

Collection and Use of Your Information

When you set up and use cDs Online, personal information such as e-mail addresses, names, addresses, or phone numbers will be collected within the system.

This information will be used by CDS (or its affiliates) to provide the service you have requested or authorized (see further below regarding data export in third party products). It may also be used to analyze and improve the user experience within cDs Online.

Personal information you provide will not be transferred to third parties without your consent. If needed we will provide companies we hire for statistical or analyze purpose (and only for this purpose) with personal information: in this event we will only provide the personal information they need to deliver their service. Of course they will be prohibited to use the personal information for any other purpose.

CDS may have to disclose personal information in order to comply with the law or respond to lawful requests; to protect the rights or property of CDS or our customers,; or act on a good faith belief that such access or disclosure is necessary to protect the personal safety of CDS employees, customers, or the public.

Security

CDS ultimate goal is the security of your information. Our employees are fully trained in order to ensure this goal is reached permanently. CDS use state of the art cloud hosting technologies that protect your information from unauthorized access, use, or disclosure.

Content

You are exclusively responsible for the content (all materials, data, personal information) you enter into cDs Online. You are exclusively responsible for respecting all applicable laws regarding your content. 

Data export in 3rd party products

You may use third party products such as accounting systems in which you will want to export cDs Online data. By asking us to link the systems you authorize us to “push” your data into the third party system and you therefore agree to respect the third party terms of use. 

GDPR Compliance 

CDS guarantees that cDs Online software system made available to you (the client) is an IT tool allowing the processing of personal data, in compliance with the provisions of the European Data Protection (GDPR) n°2016/679 of April 27th, 2016 on the protection of persons the processing of personal data and the movement of such data, and in particular undertakes to respect the following principles:

- Fair and transparent processing of personal data;

- Respect for the legitimate interests pursued by the client as the controller; 

- The notification to the supervisory authorities of the violations of the personal data processed and the communication of these violations to the client for the purpose of communicating them to the persons concerned;

- Compliance with the guidelines for the international transfer of personal data;

- Respect of confidentiality related to the processing of personal data.



cDs Online TERMS OF SERVICE

 

  1. TERMS AND CONDITIONS OF SERVICE

Article 0 . Definitions

0.1 “ Client “ means the entity or person placing an order with CDS.

0.2  “CDS” means CDS INC., 276 Fifth Avenue, Suite 704, New York, NY 10001.

0.3 “System” means the cDs Online Booking system

0.4 "License" means the License or right to use cDs Online Booking pursuant to Article 2.

0.5 "License Fee" means the fee paid by the Client for the right to use the system as specified in the order form.

0.6 "Specification" means the functional specification of cDs Online Booking describing the facilities and functions of the system, the environment in which the system is designed to operate (technical requirements) and the language in which the system is written.

0.7 "Training" means the services to be provided by CDS to explain how to use the system.

0.8 "User" means any employee of the Client who operates on cDs Online Booking.

0.9 “Account” means the user account (identified by the user name or email address) created by CDS to enable users to operate the cDs Online Booking system once they are identified on the system (user will provide its user name or email address and a password).

0.10 "Current Release" means the System or any subsequent modification of cDs Online Booking provided by CDS from time to time.

0.11 In this Agreement references words importing the plural shall include the singular and vice versa and words importing the masculine gender shall include the feminine and vice versa and words denoting persons shall include companies. Any Article headings in this Agreement are for convenience of reference only and shall not affect its interpretation and references to any statute or statutory provision which amends, extends, consolidates or replaces the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision.

Article 1 . Purpose of contract

1.1 This agreement defines the conditions of use of cDs Online Booking, the online platform created by CDS, for which the Client wishes to become user. 1.2 CDS has agreed to grant the Client for a duration and for a fee specified in the order form, a non-exclusive, non-transferable license to use the system. 1.3 In the absence of a signed contract for additional licenses ordered, the agreement start date for new licenses will be the account creation date.1.4 Changes: We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.

Article 2 . License (Non-exclusive access right license)

2.1 CDS hereby grants the Client the License to use the cDs Online Booking system for processing its own data for its own business purposes only.2.2 The Client should not use, copy, translate or display the cDs Online Booking system in whole or in part unless expressly authorized to do so by this Agreement, nor attempt to decompile, disassemble, adapt or reverse engineer the system in whole or in part, except if allowed by law. 2.3 The Client should not alter or modify the whole or any part of the system in any way whatsoever nor permit the whole or any part of the system to be combined with or become incorporated in any other system or program. 2.4 System documentation may be made by the Client for its internal use only. 2.5 The equipment on which the system is operated and the internet connection necessary to access it are to be maintained exclusively by the client. 2.6 Each and every User shall be provided with training by CDS prior to operating the system. CDS will provide instruction as to the use of system at the times, subject to the charges and conditions, specified in the Order form. When the Client is granted free hours of training in the order form it shall use them within three months from the agreement start date. If it has not done so the Client will have to order additional training. When additional training is required in respect of new users or to complete a former training, CDS shall provide instruction at times mutually convenient to both parties subject to its then current charges. 2.7 Exclusivity: The Client shall not use any other system or program competing with cDs products.

Article 3 . Proprietary Rights

3.1 The cDs Online Booking system and all copyright, patent, trade secret, trade mark and other proprietary or intellectual property rights of whatsoever, howsoever and wheresoever arising in the system and in all other written or oral information provided by CDS for purposes of this Agreement, are and shall remain the exclusive property of CDS. CDS warrants that it has the right to license the system to the Client on the terms and conditions of this Agreement. CDS reserves the right to grant Licenses to use or otherwise exploit the system to any other person or body. The Client shall not acquire any intellectual property rights of whatever nature in the system.

3.2 Content: You are exclusively responsible for the content (materials, data, personal information) you enter into cDs Online. You are exclusively responsible for respecting all applicable laws regarding your content.

3.3 Data export in 3rd party products: You may use third party products such as accounting systems in which you will want to export cDs Online data. By asking us to link the systems you authorize us to “push” your data into the third party system. Such export shall be seen as if you were entering data into the third party product yourself. You therefore agree to respect the third party terms of use.

Article 4 . Intellectual Property Infringement

4.1 CDS will take over any claim of infringement of copyright, other intellectual property rights or trade secrets of any third party with respect to use by the Client of the System pursuant to terms of this Agreement provided that :a) the Client shall promptly notify CDS in writing of any allegations of infringement of which it has noticed or becomes aware; b) the Client shall give CDS all reasonable assistance, at the expenses of CDS, in connection with any claim; c) the Client will keep CDS notified as to the defence of the claim and all related settlement negotiations ; CDS will have no liability for any infringement claim based on : a) modification of the System by or for the Client. c) use of the System with other items where, but not such combination, infringement would not occurred. 4.2 CDS will indemnify the Client for the direct expenses it incurs, and for any damages and interest and costs awarded against it by a court of competent jurisdiction or agreed in final settlement arising out of any valid claim of infringement of copyright, other intellectual property rights or trade secrets of any third party with respect to use by the Client of the System pursuant to terms of this Agreement provided that the Client has respected the conditions set out in Article 4.1. 4.3 Where any computer materials in relation to which rights are owned by third party are to be copied or otherwise used by the Client in association with any CDS System, the Client warrants that it has any necessary permission, express or otherwise, to enable it to copy or otherwise use said computer program without infringing such third party's rights. 4.4 If the Client discloses such computer program materials to CDS or requests or permits CDS to copy or otherwise use them, the Client warrants that it is entitled to make such disclosure or request or give such permission, and that it has any necessary consent, express or otherwise, to enable it to copy or otherwise use such computer program materials as so requested or permitted without infringing said third party rights. 4.5 The Client shall indemnify CDS against any expense or loss CDS may incur resulting from the infringement of third party patents, copyrights, trade secrets, trade mark or other proprietary or intellectual property rights whatsoever arising in consequence of any matter referred to Articles 4.1, 4.3 and 4.4.

Article 5 . System Delivery

5.1 CDS will create the client organization within the system and provide the users their account details (login and password). 5.2 CDS shall not be liable for any delay caused by events beyond its control and shall be entitled to reasonable extension of time to perform its obligations pursuant to this Article. Dates and times for delivery of the system shall be scheduled by the Client together with CDS. Times given by CDS is set on the assumption the Client will fulfil its obligations on time. If delay results from the Client 's failure to do so, then such times shall be extended for a reasonable period 5.3 The Client shall obtain all necessary consents for this work, and assist CDS as it may reasonably require. 5.4 CDS shall not be responsible for complying with statutory regulations, local by-laws, or fulfilment of any special regulations affecting the Client.

Article 6 .   DISCLAIMER OF WARRANTIES

6.1 CLIENT’S USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT CLIENT’S OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CDS, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, “SUPPLIERS”)  DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR  NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. CDS AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER. 6.2 CDS AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT CLIENT’S USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. CLIENT IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.

6.3 The Client acknowledges that the System has not been produced to meet the individual requirements of the Client and cannot be tested in every possible combination. The Client acknowledges that it is exclusively responsible for having reviewed the Specifications and selected the System and determined whether the throughput, capability and performance of the system were suitable for its requirements. 6.4 CDS shall not be liable nor give any warranty for any error, defect or destruction resulting from : a) any failure by the Client to perform its obligations under this Agreement; b) operation of the system by user not trained by CDS. c) negligent act of user, misuse, hazard, failure or fluctuation of electrical power, natural calamity and Force Majeure. 6.5 The client must ensure it will fully comply with all relevant regulations of National Laws, International Treaties and Internet rules. 6.6 The client acknowledges third parties ownership of rights, copyrights or other intellectual property rights on design and texts on cDs Online.  6.7 The client must make sure it has all the necessary authorizations to upload and use pictures and texts on cDs Online (i.e.: it needs the written consent of third party owners of rights). cDs may suspend or terminate the agreement forthwith on giving written notice to the client if such client violate third parties’ rights. 6.8 In the event of client’s breach of third parties intellectual rights, and should cDs be found liable for such breach, it shall indemnify cDs in respect of all costs including legal fees incurred being a defendant.

Article 7 . Limitation of liability

The following states the entire liability of CDS :

7.1 CDS shall not be liable in any way for any failure to perform its obligations or for loss, damage or delays incurred by The Client resulting from circumstances beyond CDS' reasonable control. 7.2 CDS shall indemnify the Client against physical damage (but not loss of programs or data) caused to the Client's tangible property directly arising from negligence of CDS in preparation or licensing of the System or provision of services pursuant to this Agreement. 7.3 The Client acknowledges that it is exclusively responsible for : a) ensuring the System is compatible with its equipment and any screens or peripherals; b) supervision, management and control of the use of the System pursuant to the terms of this Agreement and ensuring that its personnel are, at all times, educated and trained in the proper use and operation of the System; c) processing its data and insuring the security and accuracy of all inputs. 7.4 The Client shall indemnify CDS and shall keep CDS fully and effectively indemnified against any loss of any kind or damage to any property or injury or death of any person caused by any negligent act or omission or unlawful misconduct of the Client, its employees, agents or sub-contractors. 7.5 LIMITATION OF LIABILITY AND INDEMNITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF CDS, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT CLIENT PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM.  SUBJECT TO APPLICABLE LAW, CDS AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING:  (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT.  THE ABOVE LIMITATIONS APPLY EVEN IF CDS AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF CDS, ITS AFFILIATES AND CLIENT’S EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE. 7.6 The Client acknowledges that it is in a better position than CDS to assess the risk in relation to System and that it can obtain insurance cover from a third party in respect of all risk relating to the use of the system and all other services, provided under this Agreement, which are not covered by warranty or indemnities contained in this Agreement. 7.7 Only registered users are entitled to use the system and enter data. Users and agency are 100% responsible for the accuracy of all data entered and displayed.

Article 8 . Confidentiality

8.1 The parties acknowledge that in dealing with the other, they may have access to confidential information (CDS system information, client’s information,…). Therefore the parties undertake to treat as confidential and keep secret all confidential information contained in or otherwise received by the other party in connection with the present agreement. 8.2 The parties shall not without the other party’s prior written consent communicate any part of said party’s Confidential Information to any person except those of the first party’s employees, servants, agents or sub-contractors who need to know it and are directly involved in the agreement and any auditors, professional advisers and any other person having a legal right or duty to have access to or knowledge of Confidential Information. 8.3 The parties undertake to ensure that any person or body to whom any part of the Confidential Information is disclosed are made aware prior to the disclosure that the same is confidential and that they owe an express duty of confidence. The party who fails to comply with such undertaking will indemnify the other for the economic damage it may incur. The parties shall promptly enter into negotiation in good faith to find a financial agreement on that economic damage; if no agreement is found the parties shall agree to submit any damages and interests to the court of competent jurisdiction. 8.4 The provisions of this Article 8 will not apply to any of the CDS Confidential Information or the Client Confidential Information which is or becomes public knowledge other than as a result of CDS’ or the Client’s default or, in relation to CDS Confidential Information, is independently developed by any third party without access to the System. 8.5 Exception: For marketing purposes, the Clients’ name, logo(s), or any representing materials may be released by CDS to public (client lists, website links and references,...). 8.6 The provisions of this Article 8 will continue in force after termination of the License Agreement for any reason.

Article 9 . Price and Payment

9.1 The License Fee shall be paid by the Client as stated in the order form. Charges shall remain in effect for 24 months from the Agreement start date. cDs will automatically renew your monthly or annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement 9.2 The License Fee includes initial set up and training costs when stated in the order form. Other services shall be charged as per CDS current pricelist.  9.3 The License Fee and any other charges are exclusive

of  Value Added Tax or any other duties or taxes which may be chargeable on any goods or services provided to the Client hereunder and which shall be paid by the Client at the rate and in the manner for the time being prescribed by law. Any charges payable by the Client hereunder in addition to the License Fee shall be paid when invoiced. The Client’s bank charges must be paid by the client (no deduction accepted). 9.4 The Client shall not be entitled to withhold payment of any sum by reason of any right of set -off or any claim or dispute with CDS. Any advance payment made by the Client at CDS’ request shall be held by the Client as a deposit and not part payment. 9.5 If any sum payable under this Agreement is not paid at the due date, then (without prejudice to CDS' other rights and remedies) CDS reserves the right to charge interest on a daily basis on such sum at the maximum applicable rate for the time being in force. The client shall indemnify CDS and keep it indemnified in respect of all costs (including legal fees) reasonably incurred in attempting to recover such overdue amount. 9.6 CDS shall have the right to suspend and/or cancel (see art. 10 “termination”) the License agreement if the Client is not making payment in accordance with this Article 9.

Article 10 . Termination

10.1 Each party may terminate this agreement forthwith on giving notice in writing to the other if : a)  the other party commits any material breach or continuing breach of any term of this Agreement and shall have failed to remedy such breach within 15 days after the receipt of a request in writing to do so (such request to contain a warning of entitled party’s to terminate) ; b) the other party convenes any meeting of creditors or passes a resolution for winding up or suffers a petition for winding up or has a receiver appointed or administration order made; 10.2 CDS may terminate this agreement, forthwith on giving notice to the Client  if it learns or believes upon reasonable ground that the Client has or is likely : a) to refuse or be unable to meet any sums due to CDS when sums fall due; b) cease to be controlled by the person controlling the company at the time of the Agreement. 10.3 Forthwith upon the termination of the Agreement for whatever reason : a) CDS shall be discharged from any further liability to perform under this Agreement ; b) the Client shall pay CDS on demand for all License fees and any other charges due per the agreement (see also article 10.5) and services provided to the Client prior to such termination ; The Client is warned that in the event of license termination it will not be able to access its data through the system anymore. Therefore the Client will have to use the export or print function of the system to retrieve its data before the end of the agreement. 10.4 Any termination of this Agreement shall not affect any accrued rights and liabilities of either party nor shall it affect the enforceability of any provision hereof which is expressly or by implication intended to come into or continue in force of such termination. 10.5 In the event the Client wishes to terminate all or part of the licenses (or accounts) ordered, or in the event of termination due to the Client’s failure to perform its obligations, all sums due per the agreement (remainder of the twenty four months initial period license fee or twelve months period license fee when the agreement has already been renewed) remain and fall due and payable as of the termination date. In the event of account number reduction requested by the Client, the request must be made in the same conditions as for the termination and the account number reduction  takes effect as at the first valid renewal date (three months prior written notice needed).

Article 11 . Assignment / waiver of rights

11.1 Assignment: The Client shall not be entitled to assign or otherwise transfer any part of this Agreement or assign, sub-license or otherwise transfer, charge or encumber the System or any copies thereof without the prior written consent of CDS. Such consent, if given, may be made subject to payment of additional fee and/or any other terms or conditions. Any purported assignment, license or transfer without such consent shall be void. 11.2 CDS may assign the benefit of this Agreement including the right to receive monies, or sub-contract the performance of any of its obligations to a third party without the consent of the Client (provided that such assignment or sub-contracting shall not relieve CDS from its obligations under this Agreement). 11.3 Waiver of rights: No waiver of any rights arising under this Agreement shall be effective unless writing and signed by duly authorized signatory of the party against whom the waiver is to be enforced.  No failure or delay by either party in exercising any right, power or remedy under this Agreement (except as expressly provided herein) shall operate as a waiver of any such right, power or remedy.

Article 12 . Entire agreement / severability

12.1 This Agreement supersedes all prior agreements, arrangements, proposals and undertakings between the parties in relation to the subject matter hereof (whether oral or written) and constitutes the entire Agreement between the parties relating to the subject matter hereof. No other addition to or modification of any provision of this Agreement shall be binding upon the parties unless made in a written instrument signed by a duly authorized signatory of each of the parties. Any other terms, conditions or provision whether proposed by the Client orally or in writing shall be of no effect and the supply of the System or any other goods or services by CDS to the Client shall not constitute acceptance by of such terms, conditions and provisions. 12.2 Should any provision of this Agreement be void or illegal for any reason, the validity of the remainder of the Agreement shall not be affected and the parties shall promptly enter into negotiation in good faith to find a replacement for the provision which is of similar economic effect to both parties.

Article 13 . Notices

All formal notices and communications between the parties made in the course of operating this Agreement, or terminating the same or giving notice of breach or alleged breach, shall be deemed to have been received by the addressee at the time stated below provided that the notice or communication is addressed to the recipient at the address of CDS registered office (refer to article 0.2): a) by recorded/ registered delivery or first class post 24 hours after dispatch ; b) by facsimile immediately upon receipt by sender of answerback code of the recipient and a message of successful transmission ; c) by hand delivery immediately upon receipt by recipient.

Article 14. Effective date of the agreement

The agreement shall commence as at the date of signature of the order form (unless specified otherwise by CDS). 

Article 15. Law and dispute

This Agreement shall in all respects be governed by and construed in accordance with the laws applicable in the State of New York. The Client and CDS shall submit to the non-exclusive jurisdiction of the New York State courts in connection with any dispute or proceedings arising out any contract incorporating these Terms and Conditions.

 

II. TERMS AND CONDITIONS OF MAINTENANCE

  1. Terms of Agreement

This Section defines the conditions of maintenance of the system developed by CDS.

  1. Scope of Maintenance Services

CDS service will consist of remedial maintenance including phone assistance to questions of trained users, corrections of bugs, changes of log-ins and passwords….

  1. Exclusions

CDS maintenance service provided hereunder does not include : a) Maintenance of software or systems other than the one designated in the Order Form.. b) Users’ training. b) Supply of accessories. d) Maintenance of hardware equipment, network and cabling.

  1. Conditions of performance

4.1 The computer executive and the registered users are the only persons entitled to call upon CDS maintenance service. 4.2 Phone assistance: CDS shall allow trained users to ask questions on problems arising from the use of CDS system. Within reasonable time CDS technicians will give them further information, help them to identify the problems and provide (should the occasion arise) temporary corrections.

  1. Periods of maintenance service availability

5.1 CDS agrees to provide maintenance service between 9.00 AM and 6.00 PM Monday through Friday New York Time except legal holidays in order to keep covered the System in good working order. 5.2 Remedial maintenance will be executed according to its importance as far as possible immediately but in any case after reception of client's written demand.