General Terms and Conditions of Service for Ausha PRO offers
Version dated 07/01/2025
These general terms of service are entered into between:
AUSHA
AUSHA, a simplified joint-stock company with a capital of €1,224,720,
Whose registered office is located at 679 Avenue de la République, 59800 Lille,
Registered with the LILLE MÉTROPOLE Trade and Companies Register under number 879 276 723,
Represented by its legal representative,
Hereinafter referred to as “AUSHA,” On the one hand,
And: Any professional wishing to subscribe to services from AUSHA based on a customized quote, including access to the AUSHA platform available via the website https://app.ausha.co (hereinafter referred to as “the Platform”),
Hereinafter referred to as “the Client,” On the other hand, Collectively referred to as “the Parties” and individually as “the Party.”
Preamble
AUSHA is a platform for hosting and distributing podcasts, enabling Clients to publish and manage their podcasts. AUSHA’s services may be subscribed to through standard offers available online via the website https://app.ausha.co or through customized offers based on quotes (reserved for businesses). These general terms of service apply solely to the second category of offers. Any Order placed with AUSHA implies the Client’s full and unconditional acceptance of these general terms of service. These terms take precedence over any other general or specific terms of the Client. AUSHA reserves the right to modify these general terms of service at any time. However, the terms applicable to the Client will be those in effect on the date of their Order. These general terms of service are the exclusive property of AUSHA. Any reproduction, even partial, is strictly prohibited.
ARTICLE 1 – DEFINITIONS
“Client”: Refers to a professional, as defined by the Consumer Code, placing an Order with AUSHA.
“Access Code”: Refers to the personal username and password enabling the User to access the Client’s Account.
“Order”: Refers to the subscription to AUSHA’s Commercial Proposal by the Client.
“Account”: Refers to the Client’s dedicated management space.
“General Terms of Use”: Refers to the general terms of use of the Platform available at the following address: https://www.ausha.co/fr/cgu/.
“Content”: Refers to all audiovisual, textual, sound, graphic, photographic elements, and hyperlinks sent, transmitted, broadcast, or published by the Client via the Platform in any form (Podcast, Cover, Newsletter, etc.), excluding elements from AUSHA’s databases.
“Contract”: Refers collectively to the Commercial Proposal, these General Terms of Service, and the General Terms of Use.
“Show” or “Podcast”: Refers to a production consisting of multiple audio files (Episodes) grouped together and made available on the Internet.
“Episode”: Refers to an audio sequence that is part of the Show. An Episode is defined by a title, description, and an image.
“RSS Feed”: Refers to a file containing textual information about the Show and its Episodes. It is automatically updated with every change made to the Show or its Episodes.
“Platform”: Refers to the interactive tool provided by AUSHA, accessible via the website https://app.ausha.co.
“Cover”: Refers to the image or artwork representing the Podcast published by the Client.
“Commercial Proposal” or “Quote”: Refers to the commercial proposal and its potential annexes describing the specific terms and conditions of AUSHA’s offer: subscribed services, deadlines, prices, potential reservations, validity period of the offer, etc.
“Service”: Any or all functionalities of the Platform and any additional services provided by AUSHA (white-label solutions, personalized support, training, etc.) as specified in the Quote.
“User”: The Client as an individual, their associates, their employees, or employees of partner companies bound by contract, who have access to the Platform.
ARTICLE 2 – PURPOSE
These general terms define the contractual relationship between AUSHA and the Client, specifically the terms and conditions for placing an Order with AUSHA.
The contractual documents, in order of precedence, are as follows:
- The Commercial Proposal,
- These General Terms of Service,
- The General Terms of Use.
In the event of any conflict between them, the contractual documents prevail in the order listed above. They cancel and replace any prior contractual document signed between the Parties with the same purpose and currently in effect.
ARTICLE 3 – PLATFORM FEATURES
The Platform is accessible via an Internet-connected computer and provides functionalities that allow Clients to manage the publication and distribution of their Shows and Episodes, view their listening statistics, store Content, share their Shows and/or Episodes via RSS Feeds, a public page, an audio player, or social networks, invite listeners to subscribe to Newsletters, send Newsletters, and schedule advertisements.
The features accessible to the Client depend on the Commercial Proposal.
ARTICLE 4 – SUBSCRIPTION TERMS
The Client’s acceptance of the Commercial Proposal before its expiration constitutes a firm Order. All Orders are irrevocable unless modified or canceled with AUSHA’s written consent.
AUSHA will promptly send the Client an email confirming the registered Order, containing the information provided by the Client.
All provided data and the recorded confirmation constitute proof of the transaction. AUSHA will archive Orders and Order confirmations on a reliable and durable medium constituting a trustworthy copy, in accordance with Article 1379 of the French Civil Code.
Additional requests will require a new Commercial Proposal under the same conditions.
If, during a previous Order, the Client failed to fulfill their obligation to pay the stipulated price, AUSHA may legitimately refuse to provide a Commercial Proposal or validate any new Order.
ARTICLE 5 – DURATION OF THE CONTRACT
The Contract takes effect on the date the Commercial Proposal is validated by the Client for the initial duration indicated on the invoice.
It will automatically renew for successive one-year periods unless terminated via email to [email protected] at least one (1) month before its anniversary date.
ARTICLE 6 – FINANCIAL TERMS
6.1 – PRICES AND PAYMENT TERMS
The Services are provided at the price stated in the Commercial Proposal issued by AUSHA and accepted by the Client. Prices are expressed excluding taxes and are increased by the applicable taxes on the day of the Order.
An invoice including VAT will be sent to the Client via email.
Invoices are payable by credit card or bank transfer within thirty (30) days of the Order for the initial period and from each anniversary date of the Contract for each renewal period.
Payment for the subscribed Services is due for the entire duration of the Contract, including in cases of early termination due to a contractual breach attributable to the Client.
6.2 – LATE PAYMENTS
Any unpaid amount by its due date will automatically result in the following penalties on the outstanding amount:
- A fixed recovery fee of forty (40) euros, without prejudice to AUSHA’s right to seek additional compensation if the recovery costs incurred exceed the fixed fee;
- Late payment interest calculated at three times the legal interest rate, until the full payment of the amount due by the Client.
In case of non-compliance with the payment terms stipulated in the Contract, AUSHA also reserves the right to:
- Suspend the performance of its obligations, including the Client’s access to the Platform, until full payment of the outstanding amounts;
- Require advance payment before processing any new Order.
6.3 – REVISION OF SERVICE PRICES
AUSHA reserves the right to modify its rates at any time, subject to the following provisions:
- The price of the Services, as initially subscribed to by the Client, will remain applicable until the renewal date of the Contract. Any price change will only take effect from that date.
- AUSHA will inform the Client of any price changes sufficiently in advance to allow the Client to terminate the Contract under the conditions specified in Article 5 of these General Terms of Service if the Client does not accept the new rates.
ARTICLE 7 – RIGHT OF WITHDRAWAL
Clients whose Contract purpose is unrelated to their primary activity and who have five (5) or fewer employees are entitled to a right of withdrawal under the following conditions.
The Client has a withdrawal period of fourteen (14) days starting the day after their subscription, without needing to justify their decision or incur penalties.
This request must be made by registered letter with acknowledgment of receipt addressed to AUSHA. In the event of exercising the right of withdrawal, AUSHA will reimburse the Client for all amounts paid without undue delay and no later than fourteen (14) days from the date it is informed of the Client’s decision to withdraw.
The refund will be processed using the same payment method the Client used for the initial transaction unless the Client expressly agrees to an alternative method, provided this refund does not incur additional costs for the Client.
Exercising the right of withdrawal terminates AUSHA’s obligation to provide the Services.
ARTICLE 8 – AVAILABILITY OF SERVICES
The Services will be made available to the Client on the dates and/or within the timeframes specified in the Commercial Proposal, if applicable. These dates and/or timeframes are purely indicative, and AUSHA cannot be held liable for failure to meet them.
The Platform becomes usable once the Client receives their Account access details.
ARTICLE 9 – THIRD-PARTY SERVICES
The Platform may host links to third-party websites to allow the Client to benefit from third-party services. The use of a third-party service may be subject to additional terms and conditions from the provider of that service.
AUSHA assumes no responsibility or liability regarding the content of a third-party website, the use of a third-party service, or any transactions or contracts concluded by the Client with a third-party service provider. AUSHA recommends that the Client review the terms and conditions and privacy policy of the third-party service provider before using the respective service.
ARTICLE 10 – AUSHA’S OBLIGATIONS
– AVAILABILITY
AUSHA undertakes to take reasonable measures to ensure that the Platform is accessible via the Internet 24/7, 365 days a year, except in cases of force majeure, technical and/or IT and/or telecommunication issues, or maintenance periods (including updates).
AUSHA cannot be held responsible for any unavailability of the Platform caused by the Client’s Internet connection, their equipment, or maintenance operations necessary for the proper functioning of the Platform.
AUSHA reserves the right to immediately interrupt access to the Platform without prior notice:
- To perform technical interventions or maintenance operations. Whenever possible, AUSHA will inform the Client in advance.
- If AUSHA receives a notification from a competent administrative, arbitral, or judicial authority or a third party in accordance with applicable laws, including the French Law for Confidence in the Digital Economy dated June 21, 2004.
- In the event the Platform is used contrary to these terms.
- – EVOLUTION OF FUNCTIONALITIES
AUSHA reserves the right to modify the presentation, operation, or functionalities of the Platform at any time without prior notification to the Client.
AUSHA does not guarantee that the Platform’s functionalities will meet specific uses anticipated by the Client, who is responsible for verifying in advance that the provided functionalities meet their needs.
- – HOSTING
AUSHA ensures the hosting of the Platform under access and facility security conditions in accordance with industry standards.
- – MAINTENANCE
AUSHA provides evolutionary and corrective maintenance of the Platform to ensure its durability and availability as part of a best-effort obligation.
The Client automatically benefits from all updates developed by AUSHA for the version of the Platform they use.
ARTICLE 11 – CLIENT OBLIGATIONS
- –VERIFICATION OF PLATFORM COMPATIBILITY
The Client confirms that they have reviewed the technical specifications and security features of the Platform prior to accepting these terms.
The Client is responsible for procuring all necessary equipment (hardware and software) to use the Platform via the Internet. They must regularly update their equipment and Internet connection to ensure the proper functioning of the Platform.
AUSHA cannot be held liable for any incompatibility between the Platform and the Client’s equipment (hardware and software), resulting in particular from incompatibility with the Client’s terminal version or the Client’s failure to update the Platform.
AUSHA cannot be held liable for the availability of the Platform on any new equipment (hardware and software) for which the Platform has not been updated.
- – MANAGEMENT OF USERS
The use of the Platform is limited to the number of Users defined at the time of the Order.
The Client is responsible for ensuring that Users comply with the Contract and will be solely responsible for any breaches on their part.
- – ACCESS CODES
It is specified that access to the Client’s Account is secured to permanently protect all Client and/or User data circulating through the systems during the use of the Platform from unauthorized third parties.
The Client is informed that the Access Codes used to access an Account are personal and confidential and must not be shared with third parties.
The use and safekeeping of Access Codes are solely the Client’s responsibility, and they will bear all consequences resulting from their use by third parties who have gained knowledge of them. AUSHA will not be held liable for any loss or damage arising from the Client’s failure to comply with these requirements.
In the event of loss or theft of credentials, the Client agrees to have the User change the password or request its regeneration through AUSHA’s recovery procedure as soon as possible.
- – PROVIDED INFORMATION
The Client guarantees that all information provided during the subscription of their Plan is accurate and agrees to update it regularly.
- – USE OF THE PLATFORM AND PUBLISHED CONTENT
The Client agrees to familiarize themselves with and adhere to the General Terms of Use.
- – BACKUP, SECURITY, AND CONFIDENTIALITY OF DATA
In general, AUSHA commits to implementing all technical measures, consistent with current technological standards, to maintain the integrity, security, and confidentiality of access to the Platform.
However, the Client remains solely responsible for the complete and regular backup of their data. The Client agrees to back up their data and ensure its security and confidentiality.
ARTICLE 12 – LIABILITY
AUSHA is bound only by a best-effort obligation concerning the commitments outlined herein.
The Client is informed of the technical uncertainties inherent in the Internet and the resulting potential interruptions in access. Consequently, AUSHA cannot be held liable for any unavailability or slowdown of the Platform.
The Parties expressly agree that AUSHA cannot be held liable for Platform interruptions or damages resulting from:
- A decision by the authorities or a force majeure event as defined in Article 1218 of the French Civil Code and French case law;
- An interruption in electricity supply or transmission lines caused by public or private operators;
- Abnormal or fraudulent use by the Client or third parties requiring the shutdown of the Platform for security reasons;
- Intrusion or fraudulent access by a third party into the system, or illegal data extraction, despite the implementation of security measures consistent with current technical standards, as AUSHA is only bound by a best-effort obligation with respect to known security techniques;
- The nature and content of information and data created, transferred, and/or communicated by the Client. More generally, AUSHA cannot be held responsible for data, information, results, or analyses originating from third parties, transmitted or received through the use of the Platform, that infringe on third-party rights or violate applicable laws;
- Loss or delay in transmitting information or data when AUSHA is not the cause of such delay;
- The operation of the Internet or telephone or cable networks providing Internet access that are not implemented by AUSHA;
- A failure of hosting servers.
The Client waives any recourse against AUSHA in connection with legal proceedings initiated by a third party against them due to the unlawful use or exploitation of the Platform. AUSHA cannot be held liable for indirect damages, loss of profits or anticipated savings, loss of revenue, loss of clients, loss of data or files, damage to the Client’s brand image, or damages not directly and exclusively resulting from a Platform failure, nor for third-party claims. In any case, the Parties agree that the total amount of sums that could be charged to AUSHA if its liability were engaged for any reason will be limited to the amounts actually paid by the Client to AUSHA during the term of this Agreement.
ARTICLE 13 – INTELLECTUAL PROPERTY
The Platform is the exclusive property of AUSHA. AUSHA holds all intellectual property rights related to the Platform, including all graphic, sound, textual, software elements, as well as the underlying technology or any other component of the Platform. The Client agrees not to infringe upon AUSHA’s intellectual property rights and is prohibited from reproducing, representing, translating, modifying, or distributing any element protected by intellectual property rights, even partially, without AUSHA’s prior express authorization. Any reproduction of an element of the Platform by the Client without AUSHA’s authorization constitutes an act of infringement that may lead to criminal and civil prosecution. The creation of deep hyperlinks to the Platform is subject to AUSHA’s prior express consent. The Client is further prohibited from exploiting, for any reason, the Content and information appearing on the Platform.
ARTICLE 14 – FORCE MAJEURE
Neither Party shall be considered in breach under this Agreement if the performance of its obligations, in whole or in part, is delayed or prevented due to the occurrence of a force majeure event as defined by Article 1218 of the French Civil Code and French case law.
In the event of a force majeure occurrence, the Party affected by the force majeure shall promptly inform the other Party of its duration and foreseeable consequences and make every effort to minimize its impact.
If such circumstances persist for more than fifteen (15) days, the Parties agree to enter discussions to amend the terms of their mutual commitments.
If no agreement is possible, these commitments may then be terminated by either Party without damages or compensation, upon simple written notification by registered letter with acknowledgment of receipt.
ARTICLE 15 – CONFIDENTIALITY
Each Party agrees to treat as confidential and not to reproduce or disclose, except as necessary for the execution of the Agreement, any information provided by the other Party for the implementation and execution of the Agreement that, due to its technical, commercial, or financial content, should be considered confidential, containing elements not publicly disclosed and/or purely personal to the concerned Party.
This confidentiality obligation does not apply to information that the receiving Party can demonstrate was known by its services through means other than the Agreement, or is in the public domain.
This obligation also does not apply if a Party is required to disclose information pursuant to legal provisions, public authority orders, or court decisions.
The Parties’ confidentiality obligations regarding confidential information shall remain in effect throughout the duration of the Agreement and for as long as the information remains confidential to the disclosing Party, and in any case, for a period of two (2) years after the termination of the Agreement.
ARTICLE 16 – EARLY TERMINATION
Any serious breach by either Party of any obligations under the Agreement, not remedied within fifteen (15) days of the receipt of a registered letter with acknowledgment of receipt, entitles the other Party to unilaterally terminate the Agreement by operation of law, without prejudice to any damages to which the aggrieved Party may be entitled under these terms, and subject to the aforementioned notice period.
Termination of the Agreement for any reason will result in the removal, as of the effective date of termination, of the Client’s access to the Platform’s functionalities.
It is the Client’s responsibility to take all necessary measures to recover their data and Podcasts before their access to the Platform is removed. The Client acknowledges and accepts that their data will, in any case, be automatically deleted by AUSHA thirty (30) days after the termination date of the Agreement.
ARTICLE 17 – SUBCONTRACTING
AUSHA is authorized to engage subcontractors for the performance of its obligations under the Agreement.
AUSHA remains responsible for the work and services of its subcontractors under the same conditions as its own work or services.
ARTICLE 18 – ADVERTISING
AUSHA is authorized to use the Cover, brand, logo, name, and/or title of the Podcasts in its commercial documentation and on its website to promote the Platform and the Company’s services, subject to prior approval by the Client.
ARTICLE 19 – EVIDENCE
Computerized records maintained in AUSHA’s IT systems under reasonable security conditions will be considered evidence of communications, orders, and payments made between the Parties.
ARTICLE 20 – WAIVER AND TOLERANCE
It is formally agreed between the Parties that any tolerance or waiver by either Party in enforcing any or all obligations under this Agreement, regardless of frequency or duration, shall not constitute a modification of the Agreement or generate any rights.
ARTICLE 21 – SEVERABILITY
If any provision of the Agreement is found to be invalid under a legal rule or applicable law, it shall be deemed unwritten and will not invalidate the remainder of the Agreement.
ARTICLE 22 – HEADINGS
In the event of any difficulty interpreting the headings of the clauses and the clauses themselves, the headings shall be considered nonexistent.
ARTICLE 23 – ENTIRE AGREEMENT
The Agreement expresses the entirety of the Parties’ obligations.
No indication or document shall create obligations under the Agreement unless it is the subject of an addendum signed by both Parties.
No correspondence preceding the execution of the Agreement may create obligations under the Agreement.
ARTICLE 24 – APPLICABLE LAW AND JURISDICTION
The Agreement is governed by French law.
Additionally, the language of the Agreement is French. In the event of translation into other languages, only the French version shall prevail.
If a dispute arises between the Parties concerning the execution or interpretation of the Agreement, the Parties agree that, prior to any legal action, any claim must first be submitted via formal notice sent by registered letter with acknowledgment of receipt, accompanied by any supporting documents.
If, after a period of thirty (30) days from the sending of this letter, the Parties fail to reach an agreement or compromise, the dispute shall be submitted exclusively to the jurisdiction of the courts of Lille.