Terms & Conditions

Publisher identification

Company

TOORE, Société par actions simplifiée (SAS)

Registered office

5 Rue des Hautes Berges, 92160 Antony, France

Registration

RCS Nanterre 934 371 303

SIRET (head office)

934 371 303 00017

Intra-EU VAT

FR64934371303

Publication director

Thibault Geoffray, CEO

Hosting

Google Cloud (European Union regions)

1. Publisher and legal information

The Toore platform and the toore.io website are published by TOORE, a French société par actions simplifiée registered as set out above. References to "Toore", "we", "us" or "our" mean that company. References to "you" mean the visitor of the website or, where the context requires, the client organisation using the platform.

For any question regarding these terms you may write to us at the postal address above or by email at contact@toore.io.

2. Status of these terms

This page has two purposes.

It sets out the terms that apply to your use of the toore.io website, which you accept by browsing it.

It also describes, in summary form, the standard contractual framework under which Toore licenses its platform. That framework is not entered into through this page. Access to the platform is granted under a signed Accord Cadre and one or more Bons de commande. Where such an agreement exists, its terms, including any specific conditions negotiated with your organisation, prevail over this page in full. Nothing here creates rights or obligations for a client organisation that a signed agreement does not already create, and nothing here should be read as an offer.

We publish this summary because procurement, legal and IT teams evaluating Toore generally want to know what our standard terms look like before a contract is drafted. The sections below reflect the position we take by default.

3. The service

Toore publishes and operates a SaaS platform used to steer remanufacturing and refurbishment operations: buyback and valuation estimates, reconditioning time and cost modelling, and routing decisions on used assets and components.

The platform is decision infrastructure. Its outputs are recommendations. A person, whether buyer, planner or operator, or the client organisation itself, remains in control of every commercial and operational decision. No legally or similarly significant decision is taken by automated means alone. Section 14 and our Privacy Policy set out how this applies to personal data.

The functional scope licensed to a given client is defined in the Annexe describing the offer and in the applicable Bon de commande. Scope that is discussed but not committed, including prospective extensions, is expressly excluded until it is the subject of a signed Bon de commande.

The platform is not a fixed licence. It evolves continuously through maintenance and product development, following a roadmap prioritised on actual usage.

4. Contractual framework

Our standard framework has three levels, ranked here in order of precedence. Where they conflict, the higher-ranked document prevails.

1. The Accord Cadre. It sets the commercial, technical and legal conditions of the relationship.
2. The Annexes, in this order: the offer and pricing, the Charte Qualité (SLA), the list of the client's subsidiaries and sites, the travel expenses policy, the client's code of conduct, the personal data processing terms, the data security and hosting terms, and the certificate of insurance.
3. The Bons de commande, each of which specifies the dates, duration, scope and, where not already set in the Annexes, the pricing of the services ordered.

A group may sign one Accord Cadre covering its subsidiaries. Each subsidiary then orders through its own Bon de commande, and signing that Bon de commande constitutes its adherence to the Accord Cadre.

5. Term

Our standard Accord Cadre runs for three years from signature by both parties, and is automatically extended until the end of the last Bon de commande still in execution. It may be terminated under the conditions described in section 19.

6. Deployment and access

Set up. Toore carries out the technical work required to give the client access to the platform within the scope of the Bon de commande, under the conditions set out in the offer Annexe.

Technical prerequisites. The prerequisites for the platform to run properly are set out in the offer Annexe. The client is responsible for bringing user workstations into line with them, and for the consequences of any non-compliance. Prerequisites may change for technical reasons, in which case the client is informed beforehand by email.

Internet access. Access to the platform requires an internet connection obtained by the client from the provider of its choice and at its cost. Internet connectivity is subject to technical hazards that can cause slowdowns or unavailability. Toore is not responsible for access difficulties caused by disruption of the internet network.

Credentials. Access is through logins and passwords, which are personal, confidential and may not be shared with third parties. The client is responsible for ensuring users respect this, and must inform Toore without delay of any security breach affecting credentials so that we can act.

API access. Creating additional API routes needed for the client's own use of the platform is not charged. Connecting a third-party tool to the platform requires our prior written authorisation and a dedicated API access account, for security reasons. An interconnection requiring significant specific development may be the subject of a separate Bon de commande.

7. Hosting

Client content is hosted on servers located in the European Union. Toore undertakes not to host client content in a country outside the European Union.

We commit to ensuring the logical and physical security of our servers, to backing data up periodically, to preventing computer fraud risks, to guaranteeing the traceability and retention of the history of actions performed in connection with hosting, and to deploying the technical and human resources needed to meet these commitments.

8. Service levels

Our standard Charte Qualité (SLA) sets the following commitments.

Availability. The platform is available 99.5% of the time. It is considered available where server-side request time is under 10 seconds. Scheduled maintenance and improvement work, notified in advance where possible, is not counted as unavailability.

Performance. Average server-side response time is 500 ms. We measure response time continuously with a dedicated tool and provide a quarterly report on request.

Integrity. We operate controls designed to give reasonable assurance that data entrusted to the platform is processed without omission, alteration or distortion, at every stage from entry through transmission, processing, storage and output.

Availability penalties. Where availability commitments are not met over four consecutive months, penalties apply as a credit deductible from future invoices, calculated as P = M × R, where P is the penalty, M is the number of consecutive minutes of unavailability, and R is the annual fee for the application concerned expressed per minute (one month counted as 30 days, one year as 360), multiplied by two. Total monthly penalties are capped at 50% of the monthly fee for the software concerned.

An availability report can be provided on request, up to once per month per software.

9. Support and maintenance

Maintenance, whether corrective, evolutive, regulatory or security-related, is included in the subscription at no additional cost. This includes specific developments delivered under a Bon de commande, and version upgrades of existing interconnections. Only a new interconnection with a third-party system not covered by the Bon de commande may require a separate order.

Training, technical support and maintenance are provided under the conditions of the offer Annexe and the Charte Qualité. We undertake to assist users, to keep the software in good working order, and to inform the client of corrections made.

Reporting. Incidents are reported through the support tool available in the platform or by email at support@toore.io. Each request is timestamped on receipt.

Anomaly handling. Anomalies are classified as blocking (preventing use of essential functionality), major (significant degradation of a function or of performance), or minor (preventing use of non-essential functionality). Response times run from the exact time the request is registered.

Working hours mean 9:00 to 17:00 Paris time (CET), Monday to Friday.

Anomaly penalties. Where these times are exceeded, penalties apply as a credit to the client: 15% of the monthly subscription for an overrun between 100% and 150% of the target, 30% between 150% and 200%, and 50% beyond 200%. Total monthly penalties are capped at 50% of the monthly fee due for that month. Where penalties are paid for anomalies over at least three consecutive months, the client may terminate the Bons de commande and the Accord Cadre as of right, without judicial formality.

Exclusions. Maintenance obligations do not apply where the client refuses to cooperate in resolving an anomaly, uses the platform contrary to its purpose or documentation, modifies it without authorisation, breaches its own obligations, integrates incompatible software or operating systems, or where the cause is a failure of electronic communication networks, a deliberate act of degradation, malice or sabotage, or workstations that do not meet the technical prerequisites.

10. Commercial terms

Prices are stated excluding tax and are increased by the taxes and duties in force at the invoicing date. Pricing is set in the offer Annexe or the applicable Bon de commande, and is not published on this website.

Invoicing. Invoices are issued at the level of each legal entity using the platform. Where a legal entity has several sites, invoicing is at entity level. Invoices state the elements used to calculate the amount charged. Payment terms are set in the offer Annexe.

Disputes. A disputed invoice must be raised with us as soon as possible and in any event within 20 days of receipt, with supporting reasons. Disputing one invoice does not justify withholding payment of other, undisputed invoices.

Late payment. In accordance with the French Code de commerce, any sum unpaid at maturity carries late payment interest at ten times the legal interest rate, calculated daily from the due date to the effective payment date, together with a fixed recovery indemnity of 40 euros per invoice. We reserve the right to claim additional compensation where actual recovery costs, including legal and collection agency fees, exceed that amount, on presentation of evidence. In the event of non-payment we may suspend the service or terminate under section 19.

Travel costs. Unless the applicable Annexe or Bon de commande provides otherwise, travel, transport and accommodation costs are additional to the price and borne by the client.

11. Intellectual property

The platform, including all intellectual property rights attached to it, is the exclusive property of Toore. No contract transfers those rights to the client.

We grant the client a non-exclusive, non-transferable and non-assignable right to use the platform in accordance with its purpose, for its own needs and solely for the performance of the contract. That right is granted worldwide, for the duration of the contract, and the platform may be used only through remote access over the internet, respecting the client's own identification and access rights rules.

Any other reproduction, modification, distribution or use of all or part of the platform, in any form and for any purpose, without our prior express authorisation, is prohibited. The client may not reproduce the source code, decompile, reverse engineer, create derivative works, adapt, modify, export, or merge the platform with other software tools, nor extract or reuse the databases inherent to the platform as distinct from its own content. Correcting errors is reserved to Toore.

We warrant that we hold all the intellectual property rights needed to enter into the contract, that the platform does not infringe third-party rights, and we indemnify the client against any infringement action brought by a third party claiming an intellectual property right over the platform.

12. Your data

The client is the sole owner of the rights over its content processed through the platform: the data of the organisation and its users that is integrated, uploaded, used, processed or modified through the platform, including personal data.

The client grants Toore and its subcontractors a non-exclusive, worldwide, free licence to host, cache, copy and display that content solely for the performance of the contract. That licence ends automatically at the end of the services set out in the Bon de commande, except where hosting and processing must continue for the purposes of reversibility.

The client warrants that it holds all authorisations required to exploit its content through the platform and that doing so infringes no third-party rights. The client undertakes to upload and process only professional and lawful information. We reserve the right to delete any content that manifestly infringes third-party rights or applicable law, or that represents a serious threat to the integrity of the platform or our technical infrastructure.

Toore grants the client a non-exclusive, worldwide right of use, without time limit, over the data resulting from entries made in the platform.

13. Reversibility

At the end of a Bon de commande, or on termination for any reason, we return the client's content in its last saved state at the date of the request, and destroy all copies on our servers after informing the client. Reversibility operations take place within one month of expiry or effective termination, unless the parties agree otherwise. Return in JSON or CSV format is free of charge. Formatting requested beyond that may be charged.

The client undertakes to cooperate actively in the recovery of its content.

14. Personal data

Where the platform processes personal data, the client organisation acts as controller and Toore acts as processor. Full processing terms are set out in the dedicated Annexe of the Accord Cadre. In summary, we undertake to:

• process personal data only on the client's written and documented instructions, and to inform the client immediately if an instruction appears contrary to applicable regulation;
• ensure that our staff and any authorised subcontractors are bound by appropriate confidentiality and security obligations;
• maintain a record of the processing carried out on the client's behalf;
• retain personal data in identifiable form only for as long as needed to perform the services;
• inform the client without delay of any request received directly from a data subject or a competent authority;
• provide reasonable assistance in responding to data subject rights requests, supervisory authority requests and privacy impact assessments;
• notify the client of any personal data breach as soon as possible after we become aware of it;
• store personal data on servers located in the European Union, and not change that location or transfer data outside the European Union, or to a country not recognised as offering adequate protection, without the client's prior written agreement.

Where we use a further subcontractor for a specific processing activity, we inform the client beforehand in writing, stating the activities concerned, the identity and contact details of the subcontractor and the dates of the subcontracting agreement. We remain fully liable to the client for that subcontractor's performance.

How Toore handles personal data collected through the website, and the rights available to individuals, are set out in our Privacy Policy.

15. Security

We apply technical and organisational measures designed to protect data against loss, theft and unauthorised access, disclosure, copying, use or modification, including controls against unauthorised physical and electronic access to our systems and to client confidential information, so that access is limited to authorised persons.

Data is backed up twice over, with a daily backup and a 15-day history.

No method of transmission or storage is entirely secure, and we cannot guarantee absolute security. The client is responsible for the security of its own information system and of the workstations used to access the platform, and for keeping credentials confidential.

16. Audit rights

Before entering into a Bon de commande where its subject matter justifies it, and throughout the term of the Accord Cadre, the client may carry out security audits of the platform and of Toore's information system, including intrusion testing and reverse engineering, by exception to the intellectual property restrictions in section 11.

Audits are carried out by an independent professional and notified in writing with 20 working days' notice, stating the reason, scope and duration of the investigation. They are at the client's cost.

Where an audit reveals vulnerabilities, incidents or threats attributable to Toore, the audit and remediation costs are borne by us, and we use our best efforts to correct the failures as quickly as possible and at the latest within 20 working days of notification. Failing correction, the client may suspend or terminate the contract by written notice, after a formal notice to perform within 10 working days has gone unanswered.

17. Liability and insurance

Each party is liable for the consequences of its own faults, errors and omissions, and those of its subcontractors.

Toore performs the contract under an obligation of means (obligation de moyens), with the exception of the commitments set out in the Charte Qualité, which are results commitments backed by the penalties in section 8.

We are liable for direct and foreseeable damage caused by partial or total non-performance of the services, proven by the client. We are not liable for indirect damage. We are not liable for damage caused by the client itself, including through fault or negligence, by users, by a third party, or by force majeure, nor for inability to access the platform due to events beyond our control.

Our liability may not be engaged in the event of accidental destruction of client content by the client or by a third party using user credentials, suspension of access for maintenance notified in advance, use of the platform contrary to its documentation or not expressly authorised by the contract, or legal proceedings against the client arising from unlawful use of the platform.

In any event, our total liability, on any legal basis and for all heads of damage combined, is strictly limited to the total amount of the services invoiced over the twelve months preceding the damage.

We hold a civil liability insurance policy covering the financial consequences of damage we may cause to a client in connection with the services, within the limit above, with a demonstrably solvent insurer, maintained for the full term of the contract. A certificate of insurance is provided as an Annexe to the Accord Cadre.

18. Force majeure

Neither party is liable for delay or non-performance resulting from force majeure as defined by article 1218 of the French Civil Code and as interpreted by the courts. The party invoking force majeure informs the other in writing without delay.

Where a force majeure event lasts more than seven days, either party may terminate the contract or the Bons de commande concerned as of right and without indemnity, by registered letter with acknowledgement of receipt, effective on receipt. The affected party uses its best efforts to avoid, remove or reduce the causes of delay and to resume performance.

19. Termination

Where either party fails to meet any of its obligations and has not remedied that failure within 30 calendar days of receiving a formal notice to do so, the other party may terminate the Bons de commande or the Accord Cadre as of right and without judicial formality, without prejudice to any damages it may claim.

Termination does not affect the obligations arising from the clauses on intellectual property, liability, confidentiality, and governing law and jurisdiction. On expiry, client content, including personal data, is returned under section 13.

20. Business continuity

Where Toore ceases activity, whether voluntarily or following judicial liquidation or another insolvency proceeding, the client may obtain a copy of the source code of the software free of charge at the start of that proceeding, and may continue to use the platform for its own needs only. The materials provided include everything a reasonably qualified developer needs, without assistance from Toore, to maintain and improve the software.

The client may not commercialise those materials or the software, nor make them available to third parties or to a subsidiary that was not a user of the platform at the time activity ceased, even free of charge.

21. Confidentiality

Throughout the term of the contract and for three years after its expiry or termination, each party keeps confidential all information concerning the other communicated under the contract or learned in the course of performing it, and takes the measures necessary with its own staff and subcontractors to preserve that confidentiality.

22. Personnel, subcontracting and assignment

Services are performed by Toore's staff, who remain under our sole authority and responsibility, and who comply with the site rules of the client where they work on site. We declare that we meet our obligations under the French Labour Code relating to undeclared work.

We may subcontract part of the services. The client is informed beforehand and has 15 days to raise a conflict of interest, in which case the parties agree on the data that may be transmitted to the subcontractor. We remain liable to the client for the proper performance of subcontracted services.

Our standard terms include a mutual non-solicitation undertaking covering staff assigned to the services, applying for the term of the Accord Cadre and for twelve months after it ends.

The contract may not be assigned by the client without our prior written agreement. Where a party disappears as a legal entity through contribution, merger, demerger or any similar operation, the contract remains valid and its commitments are taken over by the entity succeeding to its rights.

23. References

Our standard terms allow Toore to refer to the services provided, and to the client's use of the platform, in commercial and marketing materials, including the use of the client's name, trademarks and logos for that purpose. This transfers no intellectual property rights in those signs, and their use is strictly limited to what the contract provides. Reference rights are discussed case by case and can be adjusted in the Accord Cadre.

24. Website use and cookies

The toore.io website is provided for information. We use cookies and similar technologies to operate the site, remember preferences and measure audience and performance. Some are strictly necessary; others are used only with your consent, which you can manage through the cookie banner or your browser settings. Details are in our Privacy Policy.

The website may contain links to external sites we do not operate. We have no control over, and are not responsible for, their content or their privacy practices.

25. Governing law and jurisdiction

These terms and our standard contracts are governed by French law. Any dispute relating to their signature, interpretation, performance or termination that cannot be resolved amicably is submitted to the exclusive jurisdiction of the competent courts of Paris, including where there are multiple defendants, in summary proceedings, on a warranty claim or by petition.

26. Changes to these terms

We may update this page to reflect changes in our practices or for legal reasons. The version in force is the one published here, identified by the "Last updated" date above. Changes to this page do not modify a signed Accord Cadre, which can only be amended by a written amendment signed by both parties.

27. Contact

For any question about these terms or about our standard contractual framework: