General Terms Of Use Of CountAct Solutions
Version 2.0 — April 2026
This document is a translation of the French version. In case of any discrepancy between this English translation and the original French version, the French version shall prevail.
1. Preamble and scope
These General Terms of Use (hereinafter “GTU”) define the conditions under which users access and use the solutions published by CountAct (hereinafter “the Solutions”).
They apply to all CountAct solutions accessible from the unified login page, whether asset security solutions, personal safety solutions, or any other digital solution published by CountAct, in their web and mobile versions.
These GTU constitute a contract between CountAct, a simplified joint-stock company registered with the Trade and Companies Register under SIREN number 911 314 144, with its registered office at 24 rue Raspail, 38000 Grenoble, France, represented by its legal representative in office (hereinafter “CountAct”), and the Client as defined below.
Access to the Solutions by Users is carried out under the responsibility of the Client, who has subscribed to a CountAct offer in accordance with the terms defined in the Special Terms and Conditions concluded with the Client.
2. Definitions
In these GTU, the following terms, when used with a capital letter, shall have the meaning defined below:
- Client: legal entity signing the Special Terms and Conditions with CountAct, on behalf of which the Users access the Solutions.
- User: natural person authorised by the Client to use the Solutions, in particular as part of their duties within the Client’s organisation.
- Solution(s): all software, web and mobile applications, services and functionalities published by CountAct and accessible from the unified login page.
- Account: personal space of a User allowing them to access the Solutions and benefit from the planned functionalities.
- Client Data: all data, content, documents and information uploaded, entered, imported or generated by the Client or its Users in the Solutions.
- CountAct Content: all proprietary elements of CountAct, including software, source and executable code, interfaces, databases, trademarks, design and documentation.
- Special Terms and Conditions (“STC”): contractual document signed between CountAct and the Client, specifying in particular the functional scope subscribed to, the price, the duration of the contract and any other commercial element specific to the contractual relationship.
3. Acceptance and entry into force of the GTU
The Client accepts these GTU upon signing the Special Terms and Conditions.
The User accepts the GTU and the Privacy Policy by the mere fact of connecting to the CountAct Solutions, in accordance with the notice displayed on the unified login page. Continued use of the Solutions following an update of the GTU constitutes acceptance of the new version.
In the event of any contradiction between the GTU and the Special Terms and Conditions, the latter shall prevail.
4. Description of the Solutions and access
CountAct publishes and provides Clients with a range of Solutions accessible from the unified login page. The Solutions are accessible in web and/or mobile versions depending on the offer subscribed to.
The precise functional scope of the Solutions subscribed to by the Client is defined in the Special Terms and Conditions.
CountAct reserves the right to evolve the Solutions, in compliance with the commitments made under section 11 of these GTU.
5. User account
User Accounts are created by the Client, who designates the natural persons authorised to access the Solutions and assigns them appropriate access rights.
The User undertakes to:
- Provide accurate and up-to-date information when creating and using their Account
- Keep their login credentials confidential
- Activate multi-factor authentication when offered by the Solution
- Not transfer, lend, share or disclose their credentials to a third party
- Immediately report to CountAct or to the Client any compromise or suspected compromise of their Account
Any action carried out from an Account is deemed to have been carried out by its holder.
An Account may be deactivated at the Client’s initiative, in particular in the event of termination of the User’s duties, or at CountAct’s initiative in the cases provided for in section 13 of these GTU.
6. Commitments and obligations of the User
The User undertakes to use the Solutions in accordance with their intended purpose and in strict compliance with these GTU, the Special Terms and Conditions concluded between CountAct and the User’s Client employer, as well as applicable laws and regulations.
The User undertakes in particular to:
- Not use the Solutions for illegal, fraudulent, deceptive purposes or contrary to public order
- Not impersonate a third party, nor pose as a person other than themselves
- Not attempt to circumvent, disable or compromise the security or authentication measures put in place by CountAct
- Not attempt, by any means whatsoever, to access Accounts, data or resources they have not been expressly authorised to access
- Not engage in massive or automated data extraction from the Solutions without prior written authorisation from CountAct
- Respect the intellectual property rights of CountAct, the Client and third parties
- Immediately report to the Client’s account administrator, or via the support channels defined in the Special Terms and Conditions, any Account compromise, suspected unauthorised access or security anomaly observed
7. Commitments and obligations of CountAct
CountAct undertakes to implement reasonable means to provide the Solutions in a continuous and secure manner, in accordance with the functionalities described in the Special Terms and Conditions.
CountAct undertakes in particular to:
- Implement appropriate technical and organisational measures to ensure the security, integrity and confidentiality of the data processed in the Solutions, in accordance with Article 32 of the GDPR
- Maintain the Solutions in compliance with applicable laws and regulations
- Inform the Client in advance of any substantial modification of the Solutions having a significant impact on their use
- Provide technical support according to the levels and arrangements defined in the Special Terms and Conditions
CountAct is bound by an obligation of reasonable means and not an obligation of result on the availability, performance or exhaustiveness of the functionalities of the Solutions.
8. Intellectual property
8.1 Solutions and CountAct Content
The Solutions and all CountAct Content (software, source and executable code, interfaces, databases, trademarks, drawings, design, documentation, editorial content and other proprietary elements) are the exclusive property of CountAct or its respective licensors. They are protected by the provisions of the French Intellectual Property Code and applicable international conventions.
CountAct grants the Client, for the duration of the contract and within the strict scope of the Special Terms and Conditions, a non-exclusive, non-transferable and non-assignable right of use over the Solutions, for the sole purpose of using the Solutions in accordance with their intended purpose.
No intellectual property right over the Solutions or the CountAct Content is transferred to the Client or to its Users. Any reproduction, representation, modification, translation, adaptation, decompilation or disassembly of the Solutions, in whole or in part, is strictly prohibited without the prior written authorisation of CountAct, subject to mandatory legal exceptions.
8.2 Client Data
The Client retains full and exclusive ownership of the Client Data. No ownership right over the Client Data is transferred to CountAct on any basis whatsoever.
The Client grants CountAct, for the sole duration of the contract and to the sole extent strictly necessary for the provision of the Solutions, a non-exclusive, free, non-transferable and non-sublicensable licence to use the Client Data.
This licence is limited to the operations indispensable for the performance of the Service, in particular hosting, processing, backup, restitution and making available the Client Data to authorised Users. CountAct does not use the Client Data to train artificial intelligence models, nor for its own commercial purposes, nor to communicate them to third parties for commercial purposes.
9. Personal data
The processing of personal data collected in connection with the Solutions is governed by the Privacy Policy of CountAct solutions, accessible from the unified login page.
Pursuant to Article 28 of Regulation (EU) 2016/679, CountAct acts as data controller for User identification data, Account management, security and billing. CountAct acts as processor for Client Data processed on behalf of the Client. The precise processing arrangements are defined in the Special Terms and Conditions and their annexes.
10. Confidentiality
Each party undertakes to keep strictly confidential any information of any nature whatsoever, whether technical, commercial, financial, contractual or operational, received from the other party in the context of the contract or its performance, and not to disclose it to third parties without the prior written consent of the other party.
Information shall not be considered confidential if: (i) it is or becomes public without breach of this clause, (ii) it was already known to the receiving party before its communication, (iii) it is lawfully obtained from a third party not bound by a confidentiality obligation, or (iv) it must be disclosed pursuant to a legal obligation or a judicial or administrative decision.
This confidentiality obligation applies throughout the duration of the contract and continues for a period of 3 years after its termination.
11. Availability, maintenance and evolution of the Solutions
CountAct undertakes to implement reasonable means to ensure the availability of the Solutions. The Solutions are accessible 24 hours a day, 7 days a week, subject to maintenance operations and cases of force majeure.
CountAct may carry out preventive maintenance operations with prior information to Users when circumstances allow. Corrective maintenance operations may be carried out without prior notice in case of security emergency or critical malfunction.
CountAct reserves the right to evolve the Solutions, in particular by adding, modifying or removing functionalities. Minor evolutions may occur without prior notice. Substantial evolutions having a significant impact on the use of the Solutions are notified to the Client with reasonable advance notice.
Any quantified commitment relating to availability, recovery time objectives (RTO) or recovery point objectives (RPO) is defined in the Special Terms and Conditions according to the offer subscribed to.
12. Financial terms
The pricing terms, the billing and payment arrangements, as well as any late payment penalties, are defined in the Special Terms and Conditions.
Any price revision initiated by CountAct is notified to the Client in writing, with 6 months’ prior notice before its entry into force. Failing the Client’s agreement on the price revision within this period, each party may terminate the contract without penalty before the entry into force of the new price.
A suspension of the Service may occur in the event of persistent default of payment, after a formal notice that has remained without effect for 30 days.
13. Duration and termination
The duration of the contract, the terms of renewal and the conditions of termination by each party are defined in the Special Terms and Conditions.
Notwithstanding the provisions of the Special Terms and Conditions, each party may terminate the contract as of right in the event of a serious breach by the other party of its obligations, after a formal notice sent by registered letter with acknowledgement of receipt that has remained without effect for 30 days.
The following are notably considered serious breaches:
- Persistent default of payment after formal notice
- Use of the Solutions for illegal, fraudulent purposes or contrary to public order
- Characterised breach of confidentiality obligations or intellectual property rights
- Deliberate impairment of the security, integrity or proper functioning of the Solutions
- Opening of insolvency proceedings against either party
14. Reversibility and restitution of Client Data
Upon termination of the contract, CountAct shall return the Client Data to the Client, upon request formulated by the Client within 30 days of the end of the contract. Restitution is carried out in a standard interoperable format, in particular CSV, JSON or PDF depending on the nature of the data.
CountAct shall proceed with the definitive deletion of the Client Data within 90 days of the end of the contract, except for any legal archiving obligation to which CountAct may be bound. CountAct reserves the possibility to retain Client Data in strictly anonymised form for statistical purposes.
15. Liability and force majeure
CountAct’s liability may only be engaged to the extent that a breach of its contractual obligations is attributable to it and has caused direct, certain and proven damage to the Client.
The total and cumulative liability of CountAct in respect of all claims made by the Client is expressly limited to the total amount of sums actually paid by the Client to CountAct over the 12 months preceding the event giving rise to the claim.
Expressly excluded are all indirect damages, including in particular any loss of profit, loss of turnover, loss of clientele, loss of reputation, loss of image, loss of data or loss of opportunity.
Neither party may be held liable for a breach of its obligations in the event of force majeure within the meaning of Article 1218 of the French Civil Code. The party prevented shall inform the other party without delay. If the situation of force majeure continues for more than 60 consecutive days, each party may terminate the contract without penalty, by registered letter with acknowledgement of receipt.
16. Modifications of the GTU
CountAct reserves the right to modify these GTU at any time, in particular to adapt them to legislative, regulatory, technical developments or to evolutions of the Solutions.
Any substantial modification of the GTU is notified to the Client by electronic message sent to the administrators of the Client account and by a banner displayed at the next login of Users, with a minimum advance notice of 30 days before its entry into force.
Failing acceptance by the Client of the new GTU, the Client may terminate the contract without penalty before the entry into force of the modifications.
Continued use of the Solutions after the entry into force of the new GTU constitutes acceptance by the Client and the Users.
17. Applicable law and competent jurisdiction
These GTU are governed by French law.
In the event of any dispute between the parties relating to the interpretation, performance or termination of the contract, the parties undertake to seek an amicable solution before any legal action, for a minimum duration of 30 days from the notification of the dispute by registered letter with acknowledgement of receipt.
Failing an amicable agreement within this period, any dispute shall be submitted to the exclusive jurisdiction of the Commercial Court of Grenoble, including in the event of a third-party claim, multiple defendants or summary proceedings.
