1. DEFINITIONS
Service Annexmeans the Annex to the Orange API General Conditions that describe, notably, the Services that can be ordered by the Client, and the prices and the conditions for the rendering of these Services.
API Access Key means the technical access key to the Services, given by Orange to the Client when the Client Account is opened. This strictly personal and confidential key is needed by the Client to use a Service available on the Site.
API or Application Programming Interface means a series of functions, application programmes that are made available to the Client to enable the latter to enhance its applications, services or content, for example, by permitting the sending or receiving of SMSs, e-mails and voice messages.
Application means the service or the content developed by the Client and using API. This Application is made available to Users by the Client.
Client Account means both the Client information whose collection by Orange is a prerequisite to any Order and the Client’s account kept by Orange for the payments necessary to the use of the Service(s).
Client means the legal entity or natural personal signatory of the Contract concluded with Orange for its own professional needs.
Order means any purchase of a Service by the Client on the Site or via the signing of an order form. The delivery of the Service is free of charge; only its Use by the Users can give rise, if applicable, to the payment of a price.
Orange API’s General Conditions means this document.
Contract means, for each Order, the entire contract comprised of this document and the Service Annex for the Service ordered.
Tax and Fees means (a) VAT and all other taxes on turnover, (b) withholding at the source applicable to the payments made by the Client, (c) customs duties, excise taxes, registration fees and stamp duties, and, (d) the turnover-based fees and expenses stipulated by laws or the regulatory body in charge of telecommunications.
Software means all of the software, all computer programs characterised by sequences of instructions designed to use an application, all software packages, configurations, and the associated documentation.
Tool means a computer instrument providing assistance to the creation of computer applications based on the APIs of the Orange API line (such as SDK, Widget editor, etc).
Provider Provider means France Télécom SA (referred to as “Orange” in these Orange General Conditions).
Service means an API or a Tool made available to the Client pursuant to the Contract and described in a Service Annex. The Services available under these General Conditions are listed at the following address: http://api.orange.com/fr/conditions-generales-api#listeapicg
Site refers to http://api.orange.com.
User means the natural persons using the Application under the Client’s responsibility.
Use means, following the Order, the use of the Service, which generates, if applicable, a credit in favour of Orange.
2. PURPOSE
The purpose of the Orange API General Conditions is to define the terms and conditions according to which the Client can have access to the Services of the Orange API line offered on the Site and use these to develop its Application.
3. CONTRACTUAL DOCUMENTS
3.1 The Orange API General Conditions constitute the common legal basis applicable to all of the Orange API line Services. They are supplemented by Service Annexes for the Service that the Client has chosen. These documents can be accessed from the Site.
3.2 In the event of a conflict between these various documents, the Service Annex shall prevail over the General Conditions.
4. CREATION OF THE CLIENT ACCOUNT
4.1 Prior to any Order, the Client must first register on the Site by creating his Client Account, in accordance with the procedure described on the Site. The Client covenants to provide information that is current, complete and accurate and to update this information if necessary.
4.2 Orange shall send the Client, by e-mail or SMS, a request for confirmation of the creation of his Client Account. The Client shall recover his API Access Key on the Site, in his personal area.
4.3 The Client’s connection parameters: identifier (ID), password and API Access Key are personal to him and are confidential. The Client covenants to maintain the confidentiality of his connection parameters and shall be fully responsible for their use by himself, by Users or by any other persons. The Client covenants to immediately notify Orange of any unauthorised use of his connection parameters or of any other security violation of which he becomes aware.
4.4 The Client must also credit his Client Account in order to Use a Service. The Client Account is loaded solely in euros and for an amount of at least 10 (ten) Euros, excluding tax.
The Client Account is topped up using either a valid payment card (Visa® card or Master Card®), or by the setting up of an automatic topping up system, or by the setting up of an automatic bank account debit system.
If the method chosen is automatic topping up or automatic debit, the Client must specify a minimum threshold as of which the topping up feature is triggered (minimum: EUR 10, excluding tax), as well as a topping up amount (minimum: EUR 40, excluding tax). Otherwise, the minimum top up trigger amount is EUR 50, excluding tax and the top up amount is EUR 200, excluding tax.
Whenever a Use gives rise to the crossing of the top up triggering threshold, an e-mail is sent to the Client to inform him of this fact and his User Account is instantaneously topped up using the chosen method.
4.5 In the event that the Client is not connected to his Client Account and/or has not Used the Service for a period of twelve (12) months or longer, and if the Client does not reply to Orange’s letter sent to the address indicated at the time of his registration, all of the amounts present on the Client Account shall vest to Orange and the Client Account shall be closed.
5. ORDER/DELIVERY/USE
5.1 Each Use concerns a Service described in a Service Annex to the General Conditions.
5.2 A Client who wishes to have access to a Service must place an Order on the Site.
5.3 The Service is delivered to the Client free of charge and immediately after the Order on the Site.
5.4 The price corresponding to each Use of the API is immediately debited from the Client Account.
6. TERM
As of its acceptance by the Client, the contract is concluded for an open-ended term. It can be cancelled by each of the parties at any time, either by email sent with return receipt, or by sending a request using the Site contact form (http://api.orange.com/fr/contact/ ). The request for termination can take effect within one (1) month. Upon the Contract’s expiry, the Client shall no longer be authorised to exploit or communicate regarding the Service. Orange shall reimburse the Client for any balance on his Client Account, and shall do so as quickly as possible. The end of the Contract shall not give rise to any compensation in favour of the Client.
7. THE CLIENT’S OBLIGATIONS
7.1 Lawfulness of the Applications
7.1.1 The Client covenants to use the Service prudently; in particular, it expressly covenants not to use the Service or any information for fraudulent or illegal purposes, or in a fraudulent or illegal manner, and, in general, in a manner inconsistent with a provision, the breach of which is punishable by civil or criminal penalties, in particular, in a manner:
that violates public policy and is immoral, in particular, by the inclusion of elements such as, inter alia, elements of a pornographic, pimping or paedophile nature, or violent elements, as the content could potentially be seen by minors;
7.1.1.1 that involves a call for murder or encourages racial hatred or the denial of crimes against humanity;
7.1.1.2 that violates the legitimate interests of third parties or of Orange, in particular, through insults or defamation, or that violates the privacy of others or personality rights, as well as the pecuniary or extra-pecuniary rights of third parties or of the Provider;
7.1.1.3 that makes it possible, via the creation of hypertext links to third-party sites or pages, to violate one of the above-mentioned provisions or, more generally, the provisions of French law.
The Client further covenants not to use the Service for piracy purposes in any form whatsoever, intrusion into computerised or audiovisual systems, hacking, or for the spreading of viruses, Trojan horses or other programs designed to harm or with a view to the dissemination of e-mails for advertising or promotional purposes or for the mass sending of unsolicited emails (for example, spamming and e.bombing).
The Client covenants to comply with laws and regulations in force, as well as with all of the Contract’s provisions, in particular with respect to the content of the Applications.
If Orange notes that the Applications do not comply with laws and regulations in force, Orange shall inform the Client of this fact, by registered mail with return receipt. The latter shall have 24 hours from receipt of the letter to cease the disputed Application or to bring it into conformity. If the Application’s cessation of use or bringing into conformity has not taken place during the stipulated time limit, Orange reserves the right to suspend access to the Service and to bring any additional judicial or extrajudicial actions that it deems necessary against the Client.
7.1.2 The Client covenants not to directly or indirectly harm Orange, such as causing harm to the latter's image, whether by the content, or the promotion of the Applications it provides, in particular, via advertising prospecting of Orange subscribers and clients that is inconsistent with laws in force, regardless of the method used (unsolicited sending via SMS/MMS wholesalers, unsolicited calls, etc.) or the methods used to obtain their contact information.
If it notes non-compliance with this commitment, Orange reserves the right to bring any additional judicial or extrajudicial actions that it deems necessary.
7.2 Protection of Privacy
The Client expressly covenants to respect the privacy of Users and not to recover or use any of the data concerning the Users and to which it has access at the time of the supply of its Applications, in particular, their password or telephone number, for purposes other than those for which these were communicated.
7.3 Communication
The Client covenants to comply with the laws and regulations in force with respect to direct prospecting by e-mail, and shall hold Orange harmless from any judicial or extrajudicial claim and/or action from a third party or Users in this connection.
In particular, the Client shall refrain from disseminating unsolicited messages (spam) to Users.
8. SUSPENSION/TERMINATION
Orange reserves the right to suspend, immediately and at any time, the use of the Service and the Client’s access to the Site, in the event that the Client is in serious breach of the Contract.
In the event that one of the Parties breaches any one of its obligations referred to in the Contract, the other Party shall be entitled to send it notice to remedy this breach, by registered mail with return receipt. If the Party in question has not remedied the breach observed, the other Party shall be free to suspend access to the Service within two (2) days following receipt of the notice or to terminate the Contract within fifteen (15) days following receipt of the notice, without prejudice to any damages due as a result.
9. PRICE CONDITIONS
The downloading of the Services and the Use of the tools is free of charge (excluding connection fees).
The use of the APIs shall give rise to the payment of a price specified in each Service Annex.
The prices for the use of the APIs do not include the cost of Internet access or of access to other networks, or any additional cost concerning the User’s obtaining of access to or use of another service supplied by an Operator.
The prices are denominated in euros and do not include tax. This price shall be paid by debiting (at the same time as the Use) the Client Account. It will not be possible to use the Service if the Client Account does not have a sufficient balance.
The topping up of the User Account shall give rise to the issuance of a paid invoice sent to the Client within at most 24 hours. This invoice is denominated in euros and does not include any tax.
Unless otherwise expressly requested by the Client, invoices are issued in electronic format. The Client can request the sending of hard copy invoices, by sending a written request to the address api.support@orange-api.net
10. TAX STIPULATIONS
10.1 The prices of the Services are net of all taxes and fees, deductions or withholding of any type, including Value Added Tax (VAT) or comparable taxes due abroad.
Any VAT due in France pursuant to these General Conditions shall be due by the Client over and above the agreed prices.
All of the taxes, fees, deductions or withholding of any type due abroad (including any foreign taxes comparable to VAT) pursuant to these General Conditions shall be borne exclusively by the Client, who must pay these to the competent tax authorities, in accordance with applicable legislation. Accordingly, the net price received by Orange must in all circumstances be the same as the price that would be collected in the absence of the aforementioned taxes.
10.2 Notwithstanding any provisions conflicting with these General Conditions, the Client shall be liable for all of the taxes based on its net revenues, in particular, its revenues generated by the APIs on a shared-revenue basis, as well as for all of the other taxes associated with invoicing and due pursuant to the law. The Client covenants to protect, defend and indemnify Orange against all complaints, all actions, all disputes, all costs and all other actions regarding these taxes.
11. LIABILITY
11.1 Orange covenants to draw on the resources needed to supply the Services.
11.2 Orange shall make Customer Service available 24/7, via: http://api.orange.com/fr/contact
11.3 Orange can only be held liable for a fault established against it. In this case, Orange shall be liable solely for the direct, personal and certain damages linked to the failure to perform in question, to the express exclusion of the reparation of any indirect damages and/or losses. It is expressly agreed between the Parties that the following are considered as indirect damages: damages not resulting directly and exclusively from Orange's breach of a contractual obligation, and, notably, commercial loss, operating losses, loss of data, turnover, profits, clientele or expected savings, harm to its image, lost earnings, as well as increased general expenses.
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11.4 Orange can only incur liability for up to an amount of damages that cannot exceed, per incident and per Service in question, the amount consumed for the Service in question for the last 6 months at the time of the occurrence of the event having led to the loss. The total amount of the damages paid during a calendar year, including all causes and incidents, and for each Service concerned, cannot exceed an amount equal to the amount consumed for the Service in question during the past 9 months.
11.5 . In general, Orange cannot be held liable in the following situations:
(a) act or fault of the Client, in particular, a failure to comply with the technical specifications, the conditions for the use of the Services, or Orange’s recommendations;
(b) service interruption due to a scheduled maintenance operation;
(c) force majeure situation as defined in Article 13 hereof;
(d) act or fault of a third-party other than an Orange subcontractor or supplier pursuant to this document;
(e) any delays in gaining access to, or interruptions of, Internet access networks, in particular, access to the Site, failure of the Client’s equipment and any alteration or fraudulent use of data;
(f) malicious intrusions by third parties into the Client's computer system; the Client shall alone be responsible for protecting its computer systems against such intrusions;
(g) accidental transmission of viruses, that the Client is responsible for protecting against, or other harmful elements, or any transaction executed via Internet;
(h) reliability of data transmission, access times, and any restrictions of access to the specific networks and/or servers connected to the Internet network;
(i) any hijacking of passwords, confidential codes and, more generally, of any information that is sensitive for the Client;
(j) damages to the Client, caused by computer resources external to those used for the purposes of Orange's rendering of the Service;
(k) anomalies or defects of software programs supplied by third parties during the service, as well as the cessation of updates, assistance and support of the same software programs;
(l) insufficient access to the network.
11.6 The Client is alone responsible for the content of the Application and for the use of the personal data he receives during the use of the Services. The Client shall hold Orange harmless from any action, judicial proceedings or other proceedings brought by a third-party against Orange as a result of a nonconforming use of the Services or any transmission of personal information and shall hold Orange harmless from the consequences of any action, judicial proceedings or other type of proceedings against Orange for any non-confirming use of the Services or any transmission of personal information and shall hold Orange harmless from the consequences of any action or judicial proceedings against Orange or from any liability incurred by Orange as a result of the act or fault of a third-party or a User, in this connection.
12. INTELLECTUAL PROPERTY
12.1 Orange does not transfer any intellectual property right on any one of the elements (including the software programs) made available to the Client.
12.2 If software programs are necessary to use the equipment, Orange grants the Client a personal, nonexclusive, non-transferable right to use these software programs, limited to the subject matter and term of the Order. Unless he has first received Orange’s written authorisation to do so, the Client cannot pledge, assign, lease, license, market, make available, communicate or lend the software programs, whether or not for valuable consideration. The Client shall refrain from installing the software programs on other equipment and from making (or having others make) any modification, including to correct any errors. The Client shall refrain from any act of modification, translation, adaptation, disassembly, de-compilation or reproduction, with the exception of a backup copy, use for competitive analysis purposes, or distribution or creation of derivative works, using all or some of the software programs, save for the exceptions specifically defined by law. The Client shall refrain from any deletion, concealing or modification of the information, in particular, of the information regarding ownership and appearing on the software programs or appearing during the use of the Service. The backup copy must absolutely reproduce information concerning the software program’s copyrights. Orange holds all rights of ownership on the software programs provided within the scope of the Services and can therefore freely grant the use of said software programs.
12.3 Orange shall hold the Client harmless from any claim or action brought by a third-party during the Contract’s performance and intended to demonstrate that a software program made available by Orange violates its intellectual property rights. In this connection, Orange shall hold the Client harmless from any final court decision against the latter and resulting from such a claim or action, in the conditions defined hereunder.
This claim or action must be communicated to Orange in writing and as quickly as possible, and the Client must grant exclusive control of the defence or of the settlement as regards this claim or action. The Client covenants to cooperate fully in defending Orange. Orange shall reimburse the Client for the amount of expenses incurred in this cooperation, provided that these have been approved by Orange, in advance and in writing.
Orange's obligations and warranties pursuant to this clause cannot apply if the Client has contributed to the facts alleged in the action or the claim, in particular, in the following situations: (a) action or claim concerning computer codes or elements (for example, specifications) supplied by the Client; (b) the Client's use of a software program following Orange’s written notification to the Client that he must cease using the software programs as a result of this action; (c) the Client’s association of a software program to a product, data or commercial process not furnished by Orange; (d) a modification of the software program by a person other than Orange or its suppliers or subcontractors; (e) use of the software program that does not conform to the provisions of this Contract.
If, within the scope of an infringement action, the Client’s use of a software program is prohibited by a court decision, Orange shall be entitled, at its entire discretion, either (a) to obtain for the Client the right to continue to use the software program deemed infringing; or (b) to modify the software program or to replace it with a correction that is equivalent in terms of functionalities, such that it is no longer infringing; or (c) to reimburse the Client either for the fees paid for the use of the software program since the time when it was deemed infringing, or, for its acquisition price.
In the last two cases, the Client must immediately cease using the software program deemed infringing.
12.4 This warranty shall only apply within the limit of the Orange liability ceilings defined in Article 11 hereof.
12.5 If a software program is used by a third-party or if a free software program is used, the Service Annex will specify the conditions for the use of such software program, as well as any applicable conditions concerning infringement actions.
13. FORCE MAJEURE
13.1 The following are expressly considered by the parties as force majeure situations, in addition to those reflecting the criteria applied in the case law of France’s courts and tribunals: fires, water damages, acts of God, storms, lightning, strikes, floods, earthquakes, epidemics, attacks, explosions, wars, military operations or civil unrest, blockages to the means of transport or supply, cessation of the supply of energy, any legislative or regulatory restrictions to the supply of the Service and any decision by a public authority not attributable to Orange and preventing the rendering of a Service.
13.2 The force majeure situation suspends the obligations of the party in question during the period of the force majeure situation. However, the parties shall strive to minimise the consequences of said situation, to the full extent possible. If a force majeure situation prevents one of the parties from performing its contractual obligations concerning one or several Orders for more than 30 consecutive calendar days, either party shall be entitled to cancel the relevant Order, by letter sent by registered mail with return receipt, without any compensation being demanded by any of the parties. In this case, the parties shall no longer be bound to perform their obligations, with the exception, notably, of those resulting from Articles 11 or 14 hereof, without any compensation or penalty being due, for any reason whatsoever, by one of the parties.
14. CONFIDENTIALITE
14.1 Within the scope of the Contract, any information received by one party from the other party must be kept confidential, unless said information is expressly qualified as non-confidential by the party sending it to the other.
14.2 For these purposes, the following shall not be considered as confidential information: (a) information that entered the public domain at the time it was communicated or information that is in the public domain following its communication, provided, in this latter case, that it is not the result of a violation of the confidentiality obligation by the party having become aware of the information; (b) the information for which the party who receives the information is able to prove that it was already aware of said information, in good faith and without violation of another confidentiality obligation, prior to its communication, pursuant to the Contract; (c) the information communicated after the signing of this document by a third-party and received, in good faith and without violation of another confidentiality obligation, by the party to whom it was communicated.
14.3 Accordingly, the parties covenant not to use said information or data if this is not necessary to the filling of an Order and not to disclose said information or data to any person other than their employees and subcontractors within the strict limits of the information or data that must be disclosed in order to ensure that the Order in question will be dully filled, unless so authorised by the other party, beforehand and in writing. The parties covenant to perform the obligations resulting from this article for three years following the Contract’s extinction.
14.4 Following the Order, for any reason whatsoever, each party who is a recipient of confidential information covenants to return said information to the other party and to destroy all duplicates, if any, made of this confidential information.
15. SUB-CONTRACTING
Orange is entitled to subcontract all or some of the Services and shall be responsible vis-à-vis the Client for the rendering of the subcontracted Service.
16. INALIENABILITY OF THE CONTRACT
The Client cannot assign all or part of the Contract to a third-party unless it has been authorised to do so by Orange, in writing and in advance.
17. WAIVER
If one of the parties does not rely on one or more of the Contract’s provisions, under no circumstances shall this imply this party’s waiver of its right to do so at a later date.
18. NULLITY – PARTIAL INVALIDITY
In the event that certain stipulations of the Contract are inapplicable for any reason whatsoever, including as a result of an applicable law or regulation, the parties shall be bound by the Contract’s other stipulations and shall strive to remedy the inapplicable clauses in the same spirit as that which prevailed at the time of the drawing up of the Contract.
19. COMMUNICATION AND RIGHTS TO ACCESS PERSONAL INFORMATION
The personal data or any other information concerning the Client, collected within the scope of the Contract for the rendering of the services and interventions that are stipulated herein, are intended for Orange. It is agreed that Orange can transmit these data and this information to its partners for the purposes of monitoring and managing said services and interventions. Said information cannot be used by third parties or by Orange itself for third-party products, for electronic prospecting purposes, without the recipient’s express consent, in accordance with the provisions of the French Act on Trust in the Digital Economy, which took effect on 21 June 2004. In accordance with France’s Act No. 78-17 of 6 January 1978 governing data processing, files and freedoms, amended by Act No. 2004-801 of 6 August 2004 regarding the protection of natural persons from the possible consequences of the processing of personal information, the persons concerned shall be entitled to oppose the processing of, and to access and rectify the personal information concerning them.
20. REFERENCING
Unless otherwise notified in writing to Orange, Orange shall be entitled to mention the Client’s trade name, its logo(s) and/or its distinctive signs, trademark, service marks and other commercial designations for reference purposes in its communications media.
21. GOVERNING LAW AND ASSIGNMENT OF JURISDICTION
The Contract is governed by French law. Any problems concerning the Contract’s validity, application or interpretation and that the parties fail to resolve amicably shall be referred to the Paris Commercial Court [le Tribunal de commerce], to which the parties assign territorial jurisdiction, regardless of the place of performance of the Contract, or the place of the defendant’s domicile. This assignment of jurisdiction also applies in the case of urgent proceedings, or if there is more than one defendant, or in the case of third-party proceedings/impleader.
22. NOTIFICATION
All modifications required by the Contract shall be made in writing (by letter, fax or e-mail) to the following addresses:
for FT:
France Télécom – Orange API
3, rue de Mazagran
75010 Paris
for the Client:
to the address indicated in the Client Account.
23. APPLICABLE LANGUAGE
If all or part of the Contract is translated, it is expressly agreed that only the French language version shall be authoritative in the event of a problem of interpretation.
24. AMENDMENT OF THE CONTRACTUAL OR TECHNICAL CONDITIONS OF A SERVICE BY ORANGE
24.1 Orange can modify at any time the contractual or technical conditions governing the supply of a Service, after it has informed the Client, at the latest 1 month prior to the effective date. Modifications shall be applicable during the life of the Contract.
24.2 If applicable, the relevant Service Annex can provide for other conditions for Orange’s modification of the contractual or technical conditions of a Service.
25. CONDITIONS FOR WITHDRAWAL OF A SERVICE BY ORANGE
25.1 If an entire Service is eliminated, Orange shall inform the Client at least 6 months in advance of the date of the Service’s elimination.
25.2 The elimination of the Service shall give rise to the cancellation of the relevant Orders, on the above-mentioned date. The elimination of the Service shall not give rise to Orange's liability, or to compensation for damages in favour of the Client.
25.3 Orange shall do its utmost to offer the Client a replacement solution.
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