TERMS AND CONDITIONS OF SALE
Valid from January 1st, 2025
PREAMBLE
These General Terms and Conditions of Sale apply to all orders received by Viva Innovation. The Services are exclusively reserved for professional use and are not accessible to minors under 18 years of age or any legal or physical person who does not comply with the General Terms and Conditions of Use. In case of ambiguity and/or contradiction between these General Terms and Conditions of Sale and any other document appearing on Viva Innovation's websites, these General Terms and Conditions of Sale shall prevail.
The information on the various pages of Viva Innovation's websites is given for indicative purposes only and is not contractual. Viva Innovation may amend these General Terms and Conditions of Sale, including subscription prices and plans, without notice. Unless otherwise stated, amendments will become effective on the date indicated in the Notice. Continued use of the Services after the effective date constitutes acceptance of the amended terms. Clients who do not accept the amended terms may terminate their subscription before the effective date, subject to Article 3.3.
Viva Innovation may operate and provide its Services under different brands or product names, including Viva Helix, Viva Kosmo, Viva Labs, and any other current or future brands.
Please read these general terms and conditions of sale carefully. By subscribing to the services, you declare that you have read and accept, without reservation, the current version of the general terms and conditions, consisting of the following documents, in order of priority:
- These General Terms and Conditions of Sale
- The General Terms and Conditions of Use available at this web address: https://www.vivainnovation.com/en/legals/terms-of-use-12870
- The Privacy Policy available at this web address: https://www.vivainnovation.com/en/privacy
ARTICLE 1 - DEFINITIONS :
Application: Refers to one or more of the services sold to Clients among Viva Innovation solutions, for example, to publish their Content like a website or manage their activities and events;
Order Form: Refers to the quote established by Viva Innovation for the potential client or a contact wishing to benefit from the paid Services;
Client: Refers to any company registered for Viva Innovation Services, free and/or paid, thus becoming a non-exclusive licensee of the Services;
Order: Refers to all choices of Services, including any Additional Services, by the Client, and the acceptance of these General Terms and Conditions of Sale, and any Special Conditions if applicable;
Account: Refers to all the Client’s information for accessing and using the Services;
General Terms and Conditions of Use: Refers to the terms that define the terms and conditions under which Viva Innovation makes its Services and Additional Services available to Clients and the access and use of said services available at: https://www.vivainnovation.com/en/legals/terms-of-use-12870
Special Conditions: Refers to, if applicable, the terms and conditions supplementing the General Terms and Conditions of Sale specific to an Additional Service;
Content: Refers to all types of data (e.g., texts, images, or videos) added by a Client, either manually, through a technical interface, or via internet distribution in accordance with the General Terms and Conditions of Use;
Contract: Refers to all contractual elements constituted by the Client's Registration for Viva Innovation Services for the use of the Services and its acceptance of the General Terms and Conditions of Sale;
Host: Company with which Viva Innovation outsources the hosting of Viva Innovation Solutions and Applications and databases, including those of Clients' Content;
Registration: Refers to the registration of the Client's contact details for the use of the Viva Innovation Suite, whether paid or free;
Services: Refers to all online services offered to Clients by Viva Innovation;
Additional Services: Refers to all services in addition to the Services offered to Clients by Viva Innovation;
Sites: Refers to all websites accessible on the Viva Innovation site where the Client can learn about the Services, prices, these General Terms and Conditions of Sale, General Terms and Conditions of Use;
Suite: Refers to all services made available to Clients and offered by Viva Innovation via Services, using Internet technology.
ARTICLE 2 – ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS OF USE, GENERAL TERMS AND CONDITIONS OF SALE, AND SPECIAL CONDITIONS OF ADDITIONAL SERVICES :
The Client’s acceptance and the formation of the Contract are materialized by their handwritten signature on the Order Form, or their electronic signature, concretized by the “validation click” or their online subscription, concretized by the “validation click.” This electronic signature has the same value as a handwritten signature between the parties. This process is equivalent to the Client recognizing that they have fully understood and approve, without reservation, all the General Terms and Conditions. Except in the cases specifically provided by the General Terms and Conditions of Sale, the Order Form signed electronically by the Client, through the “validation click” of the electronic signature or online subscription, or the Order Form signed by the Client and sent to Viva Innovation by mail or email, constitutes a final order and cannot be retracted beyond the legal period. Under these conditions, Viva Innovation invites Clients who have logged on to the Viva Innovation site to read the following General Terms and Conditions of Sale carefully.
The General Terms and Conditions of Sale described below also apply to free Services and usage periods that Viva Innovation may grant to its prospects to familiarize them with the Services. The provisions of these General Terms and Conditions of Sale apply between Viva Innovation and its Clients regardless of the sales channel. Some Viva Innovation Additional Services may have Special Conditions. If so, they are specified at the end of these General Terms and Conditions of Sale.
ARTICLE 3 – SUBSCRIPTIONS AND CONTRACT :
3.1 Professional Subscriptions and Duration
The pricing of our subscriptions is available in Euros, US Dollars, and Canadian Dollars.
Free subscription: Free subscriptions are made available to the Client at the sole discretion of Viva Innovation. Viva Innovation reserves the right to terminate a free subscription without prior notice, in addition to cases of non-compliance with the General Terms and Conditions of Use.
Paid subscription: The subscription fees are due and payable in advance for each billing period (monthly or annual) as of the subscription anniversary date. The paid subscription shall begin upon receipt of the first subscription invoice, unless otherwise stated on the Order Form.
All subscriptions are annual, even if payment is made on a monthly basis, unless otherwise specified in a specific contractual document.
At the end of this term, the Contract shall be automatically renewed for the same duration as initially subscribed by the Client. However, the Client may decide at any time and without conditions to cancel the automatic renewal of the Contract. It is the Client’s responsibility to anticipate the end of a subscription period, the consequences of which shall be the sole responsibility of the Client.
3.2 Modification of the Contract
The Client may modify the characteristics of their subscription via the sales or customer service departments. All these operations may result in changes to the amount of Services invoiced to the Client.
3.2.1 Price Changes (30-Day Notice)
Viva Kosmo may change subscription prices for both monthly and annual subscriptions. Any price change will be communicated to the Client with at least thirty (30) days’ prior Notice.
For monthly subscriptions, the new price applies starting on the first billing cycle following the effective date stated in the Notice.
For annual subscriptions (prepaid), the new price will apply mid-term as of the effective date stated in the Notice. Clients will be charged the prorated difference for the remaining term. If the Client does not accept the new price, they may terminate their subscription before the effective date in accordance with Article 3.3. No refunds will be given for amounts already paid.
3.2.2 Plan and Feature Changes (30-Day Notice)
Viva Kosmo may modify the structure, inclusions, or features of plans (including discontinuing legacy plans) with at least thirty (30) days’ prior Notice. If a plan is discontinued or materially altered, Viva Kosmo will propose an equivalent or alternative plan. Clients may select another available plan or terminate before the effective date per Article 3.3.
3.2.3 Form of Notice
Notice may be provided by email to the billing or account email on file and/or via in-product notification in the administrative dashboard. Notice is deemed delivered on the date sent. It is the Client’s responsibility to keep contact information current.
3.3 Termination of the Contract
3.3.1 Termination of the Contract at the Client’s Initiative
The Contract may be terminated at any time by the Client. To do so, the Client must contact customer service with their identifier and Account information. If the Client can no longer connect to the Internet or make phone calls, they can terminate their Contract by sending a registered letter with acknowledgment of receipt to Viva Innovation's headquarters. No amount will be refunded to the Client. They will continue to have access to the Services for the remaining period of their Contract. The Client's termination of the Contract will take effect at the end of the current period. The Client will therefore be required to pay all remaining installments due between the termination request date and the end date of their Contract.
3.3.2 Termination of the Contract at Viva Innovation’s Initiative for Non-Payment of an Invoice
In the event of a delay in payment exceeding 15 days for any amount due by the Client, Viva Innovation may consider the Contract terminated as of the due date of the debt. Viva Innovation then undertakes to retain the Client's data for 30 days after this date. Beyond that, the Client's data may be destroyed without notice. Any amounts paid by the Client for their subscription will remain acquired by Viva Innovation without prejudice to any damages to which Viva Innovation may be entitled.
3.3.3 Termination of the Contract at Viva Innovation’s Initiative for Another Reason
Viva Innovation reserves the right to terminate the Contract at any time in the event of the Client's failure to fulfill their obligations, such as non-compliance with the General Terms and Conditions of Sale and/or the General Terms and Conditions of Use. Moreover, Viva Innovation reserves the right to unilaterally terminate the Contract if the quantity of information uploaded and/or exchanged by the Client causes operational problems for Viva Innovation’s servers, thus affecting the operation of these servers for other Clients. In these two cases, the concerned Client will be notified by email to their connection address and will have access to the service for a maximum of 30 days. The amounts paid by the Client corresponding to the remaining period of their Contract beyond the notice period mentioned above will be refunded. Additionally, Viva Innovation undertakes to retain the Client's data for 60 days from the interruption. These data will be kept at the Client's disposal, and after the 60-day period, Viva Innovation may destroy the data without the Client being able to claim any prejudice or compensation.
ARTICLE 4 – FINANCIAL TERMS AND BILLING :
The order only binds Viva Innovation upon receipt of full payment of the price. Viva Innovation reserves the right to refuse any order placed by a Client who has not complied with the General Terms and Conditions of Sale and/or the General Terms and Conditions of Use during a previous order (for example: non-payment, violation of intellectual property rights, etc.). Once the
full price of the order is received by Viva Innovation, the selected Services will be made available to the Client. In the event of a technical problem, the Client is invited to consult the "Questions" section of the Site or contact Viva Innovation customer service.
4.1. Prices
Viva Kosmo reserves the right to modify its prices. Any price change will be communicated with at least thirty (30) days’ prior Notice and will take effect on the date indicated in the Notice, in accordance with Article 3.2. Viva Kosmo reserves the right to immediately pass on any new tax or increase in existing tax rates as permitted by law.
The mentioned prices do not include internet access and telephone line costs. It is the Client's responsibility to connect to the Internet. Viva Innovation cannot be held responsible for the quality of the connection provided by the Internet Service Provider.
4.2. Billing
Billing is on the anniversary date of the Contract start date for the period subscribed by the Client. The package is payable in advance for all Services except for additional consumption, which is payable at the end of the applicable Contract period. The Client can pay their invoices by the following payment methods:
- By credit card: the list of invoices to be paid is available online for the Client. They can pay by credit card via a secure third-party service. None of the Client's credit card data passes through Viva Innovation and is never known to Viva Innovation.
- By bank transfer: bank details are provided on the invoice
- By pre-authorized bank debit
The Client authorizes Viva Innovation to debit the credit card or bank account provided by the Client for all fees and amounts owed for the Services and any Additional Services.
Subscriptions are billed on the anniversary date. Unless otherwise stated on the Order Form, Additional Services are billed in full on the Order Form's signature date. They are neither cancelable nor refundable.
Invoices are expressed in US Dollars or Canadian Dollars and are exclusive of taxes (excluding VAT).
All invoices issued by Viva Innovation are payable upon receipt (unless otherwise stated on the invoice). Viva Innovation reserves the right to interrupt access to its Services until full payment of all amounts due by the Client to Viva Innovation. Furthermore, Viva Innovation reserves the right to terminate the Contract. Any fees for unpaid amounts will be re-invoiced to the Client. The Client undertakes to inform Viva Innovation of any changes in their postal and banking details or any other information necessary for the commercial relations between the Client and Viva Innovation. Any disagreement by the Client concerning billing and the nature of the Services must be expressed by a reasoned letter sent by registered mail with acknowledgment of receipt within 15 days from the invoice date. In the absence of such a letter, the Client will be deemed to have accepted the billing. All invoices are available online for the Client and are sent by email. Viva Innovation invoices are not sent by mail.
4.3. Payment Incidents
In case of late payment, Viva Innovation may automatically charge the client late fees calculated at the legal rate in effect. If the payment method used by a Client is rejected by the relevant banking institutions, a rejection fee of Thirty (30) Canadian Dollars will be automatically charged to the Client. Furthermore, the rejected payment method will no longer be authorized by Viva Innovation for future payments, and the Client must choose another payment method. When payment terms are granted, such as payment in installments, the failure of a single payment term renders the entire debt due. It results, without compensation of any kind, in the immediate suspension of ongoing services.
Viva Innovation reserves the right, in case of non-payment by the Client of one of its invoices or in case of non-compliance with any of the clauses in the Order Form or these General Terms and Conditions, to suspend access to its Services.
4.4. Security Deposits, Advances
In case of payment incidents and/or deterioration of the Client's solvency, and/or uncertainty about their ability to meet their commitments, Viva Innovation reserves the possibility to request stricter payment conditions - such as a deposit or advance payment for all or part of the services and/or to require additional guarantees from the Client. Once the debt is put into collection, the Client undertakes to pay, as compensation and a penalty clause, in accordance with the provisions of the applicable law, the remaining amount due, increased by the cost of judicial and collection fees incurred, without prejudice to the continuation, suspension, or termination of the ongoing Contract.
ARTICLE 5 - WARRANTIES :
Viva Innovation does not provide any express, implied, legal, or other warranties regarding the performance or results of the information it disseminates or the Services it offers. The information disseminated by Viva Innovation does not constitute advice. Viva Innovation Services are deemed to be provided to Clients "as is" without any specific adaptations. They are standard software products that cannot meet all specific Client needs. It is therefore up to the Client to verify the adequacy of the Services offered by Viva Innovation with their needs and take all necessary precautions.
ARTICLE 6 – LIMITATION OF LIABILITY :
Viva Innovation's liability is limited to the sole provision of Viva Innovation Services to the Client within the contractual conditions assigned to each of Viva Innovation's Services, as described on the Viva Innovation website, and whose terms and conditions of use are strictly framed in Viva Innovation's General Terms and Conditions of Use.
Viva Innovation shall not be held responsible for the Content (as defined in Viva Innovation's General Terms and Conditions of Use) published through Viva Innovation Services, and the use of Viva Innovation Services by Clients. Viva Innovation refers in this regard to the terms of Viva Innovation's General Terms and Conditions of Use regarding the Client's responsibility for the Content they make available to the public through the Services.
Viva Innovation shall not be liable for compensating indirect and immaterial damages suffered by the Client and/or third parties due to the direct or indirect execution or non-execution of the provisions of the General Terms and Conditions of Use or Sale or the improper use of Viva Innovation Services according to the contractual conditions assigned to each of Viva Innovation's Services, such as loss of revenue, customers, profits, data, moral prejudice, etc.
As a condition essential and determining these Terms and Conditions of Sale, without which Viva Innovation would not have contracted these Terms and Conditions of Sale, if Viva Innovation's liability were retained, the Client could not claim any other compensation or damages or payment whatsoever, for any reason, except for the amount actually paid by the Client to Viva Innovation for the paid subscription subscribed to, on the date of occurrence of the damage and concerning the Service(s) affected by said damage.
By express agreement between the Parties, no action or claim, whatever it may be, may be brought or formulated by the Client against Viva Innovation more than six (6) months after the occurrence of the event giving rise to the claim.
The Client acknowledges subscribing to the Services considering (i) the risks associated with them and the present provisions relating to Viva Innovation's liability, and (ii) the level of risk that the Client declares accepting.
The applicable prices, if any, have been agreed upon considering this clause, which is part of the economic balance of the Contract.
ARTICLE 7 – MISCELLANEOUS :
7.1 Customer Service
For any information or complaint regarding the Services provided by Viva Innovation, our customer service is at your disposal:
- By phone during office hours
- By email at: support@vivainnovation.com
7.2 Force Majeure
Viva Innovation's liability will be fully discharged if the non-performance of one or more or all of the obligations imposed on it and provided for by these General Terms and Conditions results from a force majeure event. For the application of these General Terms and Conditions of Sale, force majeure is defined as an unforeseeable and/or unavoidable event independent of Viva Innovation's will, such as a failure of the Host. If the performance of the Contract or any obligation incumbent on Viva Innovation under the Contract and these General Terms and Conditions of Sale is prevented, limited, or disrupted due to a force majeure event, Viva Innovation will then be exempt from performing the contractual obligations considered. In this case, Viva Innovation may request the termination of this Contract without being required to pay any compensation and retaining the benefit of the amounts due on the termination request date.
7.3 Reference
Unless otherwise agreed, Viva Innovation may cite the Client's name on any document, electronic or otherwise, as a reference.
7.4 Subcontracting
Viva Innovation reserves the right to subcontract freely all or part of the services incumbent upon it under this Contract.
7.5 Applicable Law and Dispute Resolution
These General Terms and Conditions of Sale are governed exclusively by Canadian law, and exclusive territorial jurisdiction is granted to Canadian courts. The Client expressly acknowledges the probative value of the electronic document as used on the site and acknowledges that the data recorded by Viva Innovation is valid and constitutes proof of all transactions carried out. In the event of a dispute arising within the framework of the Services, the Client will have the option, before any legal action, to seek an amicable solution, with the help of a consumer association or any other advisor of their choice.
ARTICLE 8 – SPECIAL CONDITIONS OF ADDITIONAL SERVICES :
Within the framework of the different support options or management offer, the Client can benefit from all or part of the Additional Services provided by Viva Innovation.
Unless otherwise stated, the Client has a maximum of 30 days after the acceptance of the Order for an Additional Service to provide all the necessary information to Viva Innovation. After this period, the absence of the necessary information for the service will result in the cancellation at the Client's fault and cannot result in the issuance of a credit or a refund.
No time commitment will be recognized by Viva Innovation for the complete realization of an Additional Service. This data depends on various elements on which Viva Innovation cannot commit, such as transfer time, text volume, time to retrieve texts and images, subject complexity, third-party validation
time. However, Viva Innovation undertakes to implement all possible means to satisfy the client's request as quickly as possible.
8.1 Domain Name Purchase and Transfer
**Domain Name Purchase: The Client must indicate to Viva Innovation the desired domain name(s). Viva Innovation will purchase the domain name based on availability and the Client's wishes. Once the purchase is made, the Client will own the domain name.
**Domain Name Transfer: The Client must provide Viva Innovation with the necessary data to organize the transfer: domain name, registrar, transfer authorization code, or domain name administrator contact, and list of emails linked to the domain name. The Client must notify their former provider of their desire to transfer their domain name. Under no circumstances can Viva Innovation pretend to be the domain name owner to obtain information (registrar password, transfer authorization code, etc.). Transfer durations are variable and independent of Viva Innovation. In case of emails linked to the domain name, the Client must handle the configuration of their email software.
The Client can request the management of their domain name by simple email request to support@vivainnovation.com. Viva Innovation will provide an authorization code to transfer their domain name to the registrar of their choice.
8.2 Content Entry and Training
**Content Entry: The number of entered Contents is limited according to the option chosen by the Client. The Client must provide their text and image content. The Content will be entered without modification by Viva Innovation unless otherwise stated. Viva Innovation disclaims all responsibility for the texts, images, and other Content that the Client will provide for online publication on its Applications. The Client remains solely responsible for the Content according to the terms of these General Terms and Conditions and can modify, delete, or unpublish at any time the content entered by Viva Innovation.
Training will take place during the office hours of the relevant country. If the Client is absent or unavailable on the scheduled date and time, Viva Innovation undertakes to contact them to schedule a new appointment. In case of no response to emails and phone calls, Viva Innovation may consider the service canceled 30 days after the last exchange or Order date.
8.3 Google and/or Facebook/Instagram and/or Social/Community Management Advertisements
**Target** refers to all keywords, negative keywords, or any other targeting criteria, including demographic or geographic.
**Insertion(s)** refers to the Ad(s) or Post published on the Platforms.
**Ad or Post** refers to all advertising content published on the Platforms. Ads are subject to Writing Guidelines.
**Writing Guidelines** refers to the writing guidelines for Google ads and/or Facebook/Instagram advertising rules, as well as any other writing guidelines for types of ads that Google and/or Facebook/Instagram may make available on their site at any time. Writing Guidelines are an integral part of the T&Cs.
**Google Platform** refers to any website, software, content, platform, or any media owned, operated, or provided by Google, excluding Google content pages.
**Facebook/Instagram Platform** refers to any website, software, content, platform, or any media owned, operated, or provided by Meta, excluding Facebook/Instagram content pages.
**Partner Platform** refers to any website, software, content, platform, or any media owned, operated, or provided by a partner on or through which Meta or Google publishes ads or posts under the contractual provisions.
8.3.1 Reproduction Rights
The Insertion is published under the sole responsibility of the Client, who certifies that the Insertion complies with all applicable legal and regulatory provisions and respects the rights of third parties. Consequently, the Client releases Viva Innovation, Google, and Meta from all liability, guarantees them against all convictions, judicial and extrajudicial costs resulting from any claim related to the Insertion, and indemnifies them for any resulting damage.
If the Client entrusts Viva Innovation with formatting the Insertion, this service will be performed under the Client's sole responsibility, who authorizes Viva Innovation, Google, and Meta to reproduce and modify said elements for the publication needs.
Without creating an obligation to verify the content, accuracy, or consistency of the Insertion, Viva Innovation reserves the right to refuse or delete any Insertion for any legitimate reason, including any Insertion contrary to legal provisions, regulations, or Google or Meta editorial guidelines, without refund to the Client or compensation. Viva Innovation reserves the right to refuse any Order Form, even if paid, subject to a refund of the price. Such refusal does not entitle the Client to any compensation.
8.3.2 Distribution, Targeting, Content, and Positioning
The Client is solely responsible (i) for the information accessible on the web pages to which the Ads or Posts lead, and (ii) for the products and services promoted.
Viva Innovation will define the Targets and Ads or Posts based on the Client's instructions. The relevance of these Targets and Ads or Posts regarding the Client's services depends on the quality and precision of the Client's Instructions.
The distribution of ads will only be effective after the Client sends the necessary elements to implement the Instructions to Viva Innovation, provided that the Client meets the conditions required by Google/Meta to benefit from the Google and/or Facebook/Instagram advertising service and/or Social/Community Management.
The Client acknowledges that Viva Innovation does not guarantee: the actual distribution, display, or positioning of the ads or posts and the distribution delay of any ad or post, the number of impressions, distributions, conversions, or 24/7 distribution of any ad and/or post. More specifically, the Client acknowledges that the distribution of ads and/or posts may depend on several factors beyond Viva Innovation's control.
Google and/or Meta and/or any Partner reserves the right to reject or remove any ads, Ad, and/or Posts and/or Target at any time for any reason. Furthermore, it is agreed that Google and/or Meta may change the size and/or format of the ads as necessary to comply with technical specifications and/or editorial constraints.
The Client acknowledges and agrees that the Partner Platforms on which their ads and/or posts may be distributed have access to the Content of these ads and/or posts, including URLs and any other information that may be obtained through URLs, as well as data relating to queries or clicks.
8.3.3 Restrictions
The Client acknowledges and agrees that the marketing of the Google and/or Meta Offer cannot promote activities contrary to laws or regulations or contrary to the editorial line and the general terms and conditions of the Platforms. Consequently, Viva Innovation reserves the right to refuse the implementation of this offer to Clients engaging in any of the aforementioned activities, subject to a refund of the corresponding price. Such refusal does not entitle the Client to any compensation.
Using a trade name, domain name, or trademark in the Ads and/or Posts and/or Targets requires presenting a document justifying the Client's rights to these elements.
8.3.4 Special Conditions of the Advertising and Agency/Community Management Offer
Viva Innovation, Google, and/or Meta are only bound to the Client by an obligation of means for the execution of the Order Form or services. In no case shall Viva Innovation, Google, and/or Meta be responsible for indirect or collateral damages, such as commercial loss, customer loss, order loss, revenue loss, profit loss, contract loss, business loss, or anticipated savings loss, lack of commercial returns, any commercial disturbance, loss of profit, loss of brand image, or action by a third party, which the Client may suffer, even if such damage was foreseeable at the date of conclusion of the Order Form.
Viva Innovation, Google, or Meta reserve the right to suspend or stop the publication of all or part of the Platforms or marketed products, without being obliged to pay the Advertiser any compensation. The unpublished Insertion or the unfulfilled service is refunded to the Client.
The Client declares to know the extent of the Platforms' distribution, having taken all precautions to comply with the legislation in force, and discharges Viva Innovation, Google, or Meta from all responsibilities in this regard.
The Client agrees that data collected or gathered on the Platforms may be retained by suppliers and used for statistical purposes or to respond to specific requests from public authorities.
All the articles of these General Terms and Conditions of Sale remain valid.