Important
You may only use our Platform and our Services on condition that you accept these general terms. For any question, you can contact us by email at [email protected].

These General Terms of Use and of Sale, in their version dated 8 January 2024 (the "GTU/GTS"), form a contract between:

"We", GENCOVERY, a simplified joint-stock company located at 23 rue Crépet, 69007 Lyon, France, registered with the Lyon Trade and Companies Register under number 882 921 570, and

"You", any natural or legal person who is a client of our Services, as defined below, on any basis whatsoever, of full age under the laws of the country of residence, entitled or authorised to contract with us.

The purpose of our GTU/GTS is to set the terms and conditions under which you may use our Services.

Should you wish to access other services we provide that are not described below, please let us know. Depending on the services requested, we will provide you with the general terms specific to those other services before you use them. Those terms will supplement these GTU/GTS and will prevail in the event of conflict as regards those other services.

In these GTU/GTS, where we use a word with an initial capital letter, that word has the meaning assigned to it below. Where the word is used with a lower-case initial letter, it is used in its ordinary everyday sense.

1. Definitions

Administrator: the person appointed by the Client from among its Users, responsible for managing rights and access to the Software and holding the rights allowing access to the administration functions.
Client: a natural or legal person having entered into a Contract with Gencovery for access to the Services and use of the Software.
Content(s): all the elements that make up our Services, which are made available, delivered, communicated, supplied or displayed in the context of, by means of, or for the purposes of providing our Services. They include in particular all texts, images, drawings, graphics, photographs, sounds, music, videos, multimedia works, files, data, databases, software, algorithms and, more generally, all content, elements or information capable of being protected by a material or intellectual property right.
Contract: these GTU/GTS, the quotation accepted by the Client where Gencovery has provided one, and any schedules to it.
Documentation: the description of the Software's features and instructions for use. It is supplied in electronic form in English. The Documentation may also be supplied in other languages. To find out which languages are available, please contact us at [email protected]. Any other documentation falls outside the scope of the Contract, in particular commercial documentation and training documentation.
Malfunction: any difficulty in accessing the Platform observed by Gencovery.
Software: all the features of one or more standard programs together with all their Contents allowing access to our Services, whatever their format, size, extension, or the hardware, platform or operating system on which they run. For the purposes of the GTU/GTS, the Software means:
1. the standard version distributed by Gencovery at the time the quotation is signed, excluding customisations or other specific developments — which would require a specific contract between Gencovery and the Client;
2. its subsequent updates, where applicable.
Core (of the Software): the central part of the Software's source code providing basic functionality, fundamental data structures, or overall management mechanisms for the Software to operate.
Platform: all the hardware, algorithms, software packages, operating system, databases and environment supplied by Gencovery on which the Software is used, accessible over the internet. The Platform, known as "Constellab", is accessible at https://gencovery.com, https://constellab.space, https://constellab.community and the subdomains of those addresses. It natively comprises environments for managing the Client's collaborative projects and analysing its data, structured databases made available to the Client, and an exchange platform allowing the Client to access the Documentation and share its contributions with the community.
Brick: without limitation, a module, library, application or business software service developed for a business use within the Platform. A Brick may be developed by Gencovery (for its own use or for the Client) or by the Client.
Services: the services covered by these GTU/GTS, that is, access to the Platform and the services delivered by Gencovery under the Contract.
User: a natural person attached to the Client and having access to the Software.
Creator: any natural or legal person who designs, develops or makes available content or modules on the Constellab platform.

2. Acceptance of the GTU/GTS

Any use of our Services is subject to unreserved acceptance of the rules set out in these GTU/GTS. Acceptance of the GTU/GTS is given concretely by ticking a box provided for that purpose or by clicking a button accepting the GTU/GTS. If you do not accept any one of these rules, you have no right to use our Services and must therefore not use them.
For the proper management of our Services (in particular the addition and removal of features), we may amend the GTU/GTS at any time. Each new version immediately replaces the previous one. Each new version of our GTU/GTS will be published on our website at https://gencovery.com (GTU/GTS section). You will be informed of updates to the GTU/GTS through our usual communication channels.
You may also access any new version of the GTU/GTS from https://gencovery.com (GTU/GTS section).
You are therefore invited to refer to the GTU/GTS applicable at the time you use the Services. If you do not accept the new version of the GTU/GTS, you no longer have the right to use our Services, these GTU/GTS will accordingly be terminated, and you must stop using our Services.

3. Access to and availability of the Services

We provide the ability to access the features of our Services provided you already have internet access. We do not provide internet access, and the costs of that access (subscription, device, and so on) are at your expense and under your responsibility.
We provide access to support consisting of a customer service department and access to the Platform Documentation. The customer service department is reachable at [email protected] and on the number shown in the "Customer Service" section of the website, between 9 a.m. and 6 p.m. (mainland French time) Monday to Friday.
In the event of a malfunction or a request for advice from the Client, the Client may contact the customer service department, which will handle the request. A ticket will be opened on receipt of the request and closed in the following cases:
1. a satisfactory answer is given to the Client and confirmed by the Client by return email or through any other medium we make available;
2. the Client does not respond within seven (7) days after being notified of an answer.
In all cases, notice of the ticket's closure will be given to the Client.
In certain cases, we may make other resources available to the Client, such as the Documentation, tutorials, an automated ticket management platform, or a user peer-support collaboration platform.
We use our best efforts to ensure you can access our Services without interruption and under the best possible conditions. However, we do not guarantee continuous, uninterrupted access to the Services. You therefore expressly accept that, for any reason and in particular for any maintenance or administration operation, we may suspend access to all or part of the Services and/or to certain features.
We are also free to discontinue our Services temporarily or permanently, in which case we will inform you as soon as possible. You have no automatic or absolute right of access to our Services or to the continuation of access. Any temporary or permanent discontinuation of access to our Services, for whatever reason, gives rise to no indemnity or compensation. In the case of paid access to the Services, your obligation to pay will cease automatically on the date the Services are permanently discontinued or your access to the Service is permanently terminated.
Furthermore, if you do not comply with these GTU/GTS, we reserve the right to suspend, limit or permanently terminate your access to the Services and may, where appropriate, expose you to legal proceedings.

4. Creating, managing and deleting a Client account

4.1 General

To access the Services, you must create a client account, a dedicated space within our Services that you can access to manage the information concerning you. This client account remains our property; you have only a limited right of access to the information and data it contains, to enable your use of our Services.
You do not automatically have the right to create a personal account. We reserve the right to refuse your registration, or to end it occasionally or permanently, for any legitimate reason, in particular failure to comply with these GTU/GTS.
To create a client account, you must:
1. be a natural person of full age (under the laws of your country of residence) or a legal person;
2. have full legal capacity to contract with us;
3. comply with the principles set out in the "Rules of good conduct" section below;
4. create only one client account, which is strictly personal and unique. Apart from our administration rights, it may be created, managed and deleted only by you, and may contain only information concerning you. You alone are authorised to access it and must never disclose your credentials to a third party. You are responsible for keeping your credentials confidential;
5. you formally undertake to provide the information required to create your client account honestly and in good faith, and to keep it up to date in the event of any change. You also undertake to have the right to provide us with that information and not to infringe any third-party right, in particular the right to privacy and intellectual property rights.
We are in no way responsible for the quality, accuracy, nature or content of the information you provide to us.
The number of authorised Users corresponds to the number of subscribers set out in the purchase order or the invoice. Each User is associated with a client account. Each User has their own login (username and password).
User access is managed through the Administrator:
1. creation of Users and associated logins (within the limit of the number of users set out in the Contract);
2. deletion or modification of logins;
3. management of security rules and access rights for each User.
The Administrator may delegate access management to one or more Users. The assignment of one or more Administrators to a client account is made by Gencovery. The assignment of a User to a company is made by Gencovery or by the Client itself (through an Administrator, who must be an authorised representative of the company).

4.2 Creation

Creating a client account requires the following genuine information:
1. For natural persons: surname, first name, valid professional email address, job title, mobile telephone number, sex, date of birth, image (photograph).
2. For legal persons: name, legal form, place of registered office, SIRET number, name and capacity of the representative, contact email address, administrator's email, logo.
We reserve the right, in particular when your client account is created (notably by sending a confirmation SMS or email) but also subsequently, to ask you to confirm this information in order to ensure the highest possible level of trust between clients and the Service.

4.3 Management

Managing your client account requires that you cannot change the following information: surname/company name, first name, email address. If you need to change these items, you can reach us at [email protected].

4.4 Deletion

Your client account will be deleted automatically if you do not use the Services for a continuous period of five (5) years. Gencovery nevertheless reserves the right to retain certain data in order to comply with laws and regulations on commercial record-keeping.
You may delete your client account by sending a request to that effect to [email protected], or through our website in the "My Account" section. This action is irreversible. Gencovery nevertheless reserves the right to retain certain data in order to comply with laws and regulations on commercial record-keeping.

5. Use of the Platform and description of the Services

Subject to prior acceptance of and compliance with the GTU/GTS, we grant you a simple, personal, limited, non-exclusive, non-transferable licence to use the Platform, revocable at any time. This licence is intended solely to allow you to use the Services we provide.
It is the Client's sole responsibility to draw on its internal skills, or on third parties of its choosing, to define its requirements.
You expressly undertake to make no direct or indirect use of the Platform that could compromise the operation or security of the Services, or access to them by you or by other clients.
You expressly undertake to make no direct or indirect use of confidential information owned or controlled by Gencovery that may come to your knowledge in connection with the Services.
You may use the Platform only in accordance with these GTU/GTS; any other use is strictly prohibited. In particular, you have no right to:
1. access or attempt to access the source code, or to modify or alter the Content, the Software or the Platform in any way, in particular by reverse engineering, decompilation, disassembly or otherwise;
2. resell, exploit or make available to any third party, free of charge or for any consideration, any element of the Content or of the Platform;
3. use any element of the Content or of the Platform to develop any derivative work, product or service related to the Content or the Platform, including computer programs, websites and mobile applications;
4. design, develop, fund or take part in any way in developing tools whose purpose or function is to alter the Platform or the Contents, or to use them in a manner that does not comply with the GTU/GTS.
Any use or act contrary to the above constitutes a breach of these GTU/GTS and justifies limiting, suspending or permanently ending your access to the Services.
The Platform allows Users to manage and share their projects and data analysis reports (within their company or within working groups). Users are responsible for sharing their workspaces, and it is for the Client to train its Users in good usage practice.
Access to the Platform's digital laboratory requires a specific subscription and is possible only through a centralised collaborative space.
Access to a digital laboratory is authorised by the digital laboratory's Administrator. Several Users may be assigned to a digital laboratory, without limitation. In order to ensure the security and proper operation of a digital laboratory, it is recommended that access be limited to those Users who need it.
A digital laboratory is made up of Bricks that the User may choose to activate or not. The User may add (or, so far as possible, remove) new Bricks according to the specialisation of their digital laboratory, without limitation, so long as their server allows it and the Bricks are compatible with one another. These Bricks may be modules supplied by us or coming from others (for example collaborators, personal bricks, open innovation). We do not warrant the reliability of software bricks from external sources, nor can we guarantee that using those bricks does not infringe third-party intellectual property rights.
A digital laboratory comprises at least two isolated environments:
1. a development environment intended for developing and testing software Bricks and analysing data;
2. a production environment intended solely for analysing production data (generally the Client's project data).
We guarantee the backup and reproduction of production environment data.
We do not guarantee the backup and reproduction of development environment data. The User therefore accepts, as of now, that any data stored in the development environment may be deleted for Platform maintenance reasons, or lost as a result of mishandling.
Any use of an additional module or piece of software, within or outside the Platform, will require the Client and/or the User to take out a specific subscription.

6. Statistical data and personal data

Clients' personal data is collected through the online registration form. Certain browsing data may be collected through cookies. The data collected is not shared with third parties and is collected solely for the proper use of the Platform.
We process your personal data in accordance with our privacy policy. It is available at the following address: [email protected].

7. Intellectual property in the Platform, the Software and the Contents

The Platform and the Contents are our exclusive property and are protected by French, European and international laws on copyright and, more generally, on intellectual property (trade marks, designs, patents, databases, software and all other similar rights).
Any use whatsoever beyond what is expressly authorised by these GTU/GTS is strictly prohibited. In particular, any representation, reproduction, copying, adaptation, modification, exploitation, sale or rental, in whole or in part, of the Platform, the Software and our Contents is prohibited.
You undertake not to claim any material or intellectual property right in the Platform, the Software or our Contents. In particular, you are prohibited from registering trade marks, logos or anything else, or from registering copyrights, over these elements or over any identical or similar element.
Furthermore, you acknowledge that other Clients may supply the Platform with input data leading to the delivery of data similar or identical to that supplied to you through your use of the Platform. Accordingly, you waive any objection to GENCOVERY performing Services for those Clients, or to the use of the data generated on that occasion.

8. Intellectual property in Client data

Gencovery does not claim ownership of the data resulting from the User's use of the Platform and/or the Software. That data, to the extent it was generated by you before using the Services or independently of them, and without our involvement, will remain your property.
Results generated using data you own will remain your property. You further acknowledge that you are the lawful holder of the data you use in the Platform and that you therefore have the rights and authorisations allowing you to use it there. Accordingly, you agree to indemnify us against the damaging consequences of any third-party action arising from any User's use of that data in the Platform.
However, you acknowledge that Platform usage indicators may be used by us with a view to improving the Platform and the Services. More specifically, such indicators include, for example: how often digital laboratories are used, the number of experiments run, experiment execution times, the number of authentications to digital laboratories, and so on.

9. Open source and open innovation policy statement

As part of its commitment to open innovation, Gencovery promotes the sharing and reuse of software solutions, knowledge and expertise. This approach aims to improve the delivery of services beneficial to society and to increase transparency, while reducing the costs associated with innovation.
Licence of the Software Core: the Software Core is distributed under the GNU General Public License version 3.0 (or later) open source licence. This choice of the GPL 3.0 licence ensures the lasting ability to reuse Bricks and data. It also guarantees the freedom to share and modify free software for individual projects and companies.
Licence of Bricks developed by Gencovery: unless expressly stated otherwise, Bricks developed by Gencovery are also distributed under an open source licence. You are therefore free to use them, whether within the Platform or outside it, in accordance with the terms and conditions of the licences supplied.
Licence of Bricks developed by, or for, the Client: the licences of Bricks developed by, or for, the Client are determined by the Client. The Client undertakes to display the chosen licences expressly in order to prevent any incorrect use of its Bricks.

10. Creators: use of the marketplace

This section sets out the conditions for monetising and marketing the digital tools developed or co-developed by content Creators through the marketplace of the Constellab platform. These tools may be distributed under open source licences or under proprietary licences.
Where a tool is developed solely by the Creator, without Gencovery's involvement, the Creator retains all intellectual property rights.
Gencovery publishes and distributes the tool on the marketplace in return for a commission of X % on each sale.
The balance, that is 100 % − X %, is paid to the Creator.
Where a tool is developed by several contributing Creators, the balance is shared in proportion to their contributions.
Gencovery undertakes to pay the Creator their share of the revenue monthly, no later than the 30th of the month following the end of each calendar month.

11. Bespoke services — obligation of means

Gencovery may offer bespoke services, which may include, without limitation, the development of new software Bricks, the integration of specific modules, or the analysis of data supplied by the Client.
These services are performed according to the requirements expressed by the Client and confirmed in a quotation or a separate contractual document. Gencovery undertakes to deploy all reasonable human, technical and organisational means to perform the services in a workmanlike manner.
The Client expressly acknowledges that Gencovery is bound by an obligation of means, not of results. Consequently, Gencovery does not guarantee that any particular result will be achieved, nor that any specific conclusions will be obtained at the end of a service, in particular as regards the performance, the scientific value or the reusability of the deliverables produced.
The Client remains solely responsible for interpreting and using the results of the services, in particular where these are analysis results or Bricks intended for use in a regulated or critical environment.

These services are governed by our Service terms, which supplement these conditions and prevail over them for everything concerning the Services: quotations, deliverables, timelines, liability, confidentiality and ownership of results.

12. Sanctions

We reserve the right at any time, in the event of a breach of any of the rules set out in these GTU/GTS, to:
1. terminate these GTU/GTS immediately and without notice; and/or
2. restrict, limit, prevent, delete, modify or moderate any information concerning you or originating from your client account; and/or
3. restrict, or temporarily or partially suspend, your access to the Services; and/or
4. permanently and entirely end your access to the Services and to your client account; and/or
5. take any step to report you or to bring administrative or legal proceedings against you.
We reserve the right to disclose to any competent authority, in the context of amicable or legal proceedings, any material in our possession concerning you.

13. General terms of sale

13.1 Right of withdrawal

The Client has a withdrawal period of fourteen (14) calendar days. To exercise this right of withdrawal, the Client must send an email within that period to [email protected].

13.2 Availability and prices

The Services available for purchase, their price and their characteristics are shown on our website and on the Platform, or provided through a personalised quotation. We reserve the right to change these items at any time. Only the rates, conditions and characteristics stated at the time of the order will apply.
Prices are stated in euros excluding tax and do not include charges relating to a particular payment method.
Prices cover only the Services and in no case the subscription, communication, purchase or maintenance costs of the equipment needed to use them, which remain solely at your expense.
The total value of the order, including all applicable taxes, is shown before payment.
The transaction is confirmed only after payment of the price in full.

13.3 Payment

The available payment methods are shown on the website or on the medium used for payment. They may change, in particular because of the practices and rules applicable in certain countries. We are in no way responsible for a payment method being unavailable in your country of residence.
Our Services may incorporate payment options through third-party payment services. If you use third-party payment services (such as Lydia, PayPal® or virtual payment card services), you must check the terms of use and the prices of such a service. We are not responsible for those third-party services. Likewise, the charges associated with them remain solely at your expense.
In any event, you warrant that you hold all the rights or authorisations necessary to place an order.
We are in no way responsible for fraudulent use of your payment methods or of your client account.
Unless the client states otherwise, subscriptions renew automatically so as not to interrupt Services in progress.

13.4 How to purchase

All orders must be placed through our website or through Gencovery's sales department.

13.5 Refunds and termination

We offer no possibility of a refund. Once confirmed, an order is definitively formed.
Where a subscription has been purchased, you may end it at any time, taking effect on the last day of the current month or, where the subscription is paid annually, at the end of the subscription period. To terminate the subscription, the Client must either (i) request termination from the customer service department, or (ii) request termination in the dedicated area of our site.
If the Client breaches an essential obligation under the Contract, a notice will be sent to the Client at the email address provided on subscription. The Client will have seven (7) days to make the necessary corrections. Failing that, termination for fault takes effect on the date the notice is first presented, and entails the immediate suspension of all the Client's access to the Services. Termination or the ending of this Contract, for whatever reason, does not give rise to a refund of the sums collected by Gencovery. In the event of a serious or repeated breach, Gencovery reserves the right to end the Client's access to the Services permanently and with immediate effect.

14. Liability and warranties

Use of the Services is at your own responsibility and risk. You accordingly accept that we give, within the limits of the law, no warranty as to the absence of errors or bugs, or as to conformity with any expectation you may have of our Services.
We provide the Services "as is", without any warranty whatsoever, express or implied. In particular, you are solely responsible for ensuring that your use of our Services does not breach any law or regulation in force in your country of residence.
We are not responsible for any technical problem not directly related to the Services.
You remain fully responsible for any obligation or formality of any kind that is useful or necessary for using the Services (purchasing devices, collecting and transmitting the required data, holding and maintaining your professional qualification, taxes, paying sums of any kind to third parties such as internet service providers, and so on).
In any event, and subject to the foregoing, should our liability be engaged following a claim by you, you expressly accept that the cumulative amount of our liability on all grounds combined may not exceed the assessed value of your direct and proven loss.

15. Communication and client references

The Client expressly authorises Gencovery to mention the existence of the partnership for institutional, commercial or promotional communication purposes.
This authorisation includes Gencovery's ability to:
1. include the name, the logo and, where applicable, a general description of the project or of the services performed in its communication materials (presentations, website, social media, commercial brochures, tender responses, activity reports, and so on);
2. publicly cite the Client as a reference in its prospecting, promotional or fundraising activities.
Gencovery undertakes not to disclose confidential or strategic information relating to the Client without its prior written agreement.
The Client may at any time object to a specific communication by sending a reasoned written request to [email protected]. Gencovery then undertakes to withdraw or amend the communication concerned within a reasonable time.

16. Miscellaneous provisions

Certain Services may require particular conditions supplementing these GTU/GTS. In the event of conflict, contradiction or incompatibility between the GTU/GTS and particular clauses, the latter will prevail over the GTU/GTS.
We reserve the right, where you breach these GTU/GTS, not to take immediate action or impose an immediate sanction. You will nonetheless still be considered in breach of these GTU/GTS, and we retain the full ability to take any later measure to remedy those breaches.
Should one or more of the conditions of these GTU/GTS be wholly or partly unenforceable, the other conditions remain valid and enforceable.
The Contract does not cover the specific services we offer, such as consulting or personalised assistance services.
Should any provision of these GTU/GTS prove void, unenforceable or contrary to law, in whole or in part, the other provisions of these GTU/GTS will remain unchanged. We will confer with you in order to find a clause to replace the void clause.

17. Disputes and competent jurisdiction

We take the greatest care to give you the best possible experience. If, however, you are not satisfied with your use of the Services or with a purchase made under the GTS, you can contact us at [email protected]. We will use our best efforts to give you satisfaction.
Furthermore, before any legal action or recourse to a third party, you undertake to try to reach an amicable solution directly with us. We undertake to reply as promptly as possible and to use our best efforts to find an acceptable solution that protects both our interests and yours.
Any legal action relating to these GTU/GTS will be subject to French law and to the competent courts in France, to the exclusion of any conflict-of-law rule. Should the law of your country not allow you to bring proceedings before the French courts or to designate an exclusive jurisdiction, the dispute will be brought before the competent courts.

18. Force majeure

Gencovery has no liability towards the Client or the User under these GTU/GTS if Gencovery is prevented or delayed in performing its obligations or in carrying on its activities by acts, events, omissions or accidents beyond its reasonable control, including but not limited to strikes, lock-outs or other labour disputes, the failure of a utility or of a transport or telecommunications network, an event of force majeure, war, riot, civil unrest, a pandemic, a malicious act, compliance with a law or government order, an accident, plant or machinery breakdown, fire, flood, storm, or a failure of Gencovery or of its subcontractors.

19. Legal information

The Software is published by Gencovery SAS, with share capital of €12,247, registered with the Lyon Trade and Companies Register under number 882 921 570, whose registered office is at 23 rue Crépet, 69007 Lyon, France, telephone +33 6 51 81 12 57, email: [email protected]. The publication director is Djomangan OUATTARA. Intra-community VAT number: FR78 882 921 570.
The Platform is hosted by OVH, registered with the Lille Métropole Trade and Companies Register under number 424761419, whose registered office is at 2 rue Kellermann, 59100 Roubaix, France. At the Client's request, and so far as possible, the digital laboratory may be hosted by another company of the Client's choosing.

General terms of use and of sale