Legal FAQ

Until now, Outscale’s General Terms and Conditions included both legal and technical elements. From now on, they will be presented in separate documents.

The new architecture is organised as follows :

Specific agreement(s) applicable to the Client, depending on the services (SNC, HDS) subscribed to, if any
Special conditions, if any
General terms and conditions applicable to all our Clients
Annexes :
- Financial and payment terms
- Conditions relating to personal data / Data Processing Agreement
- Service Level Agreement (SLA)
- SEPA Direct Debit Mandate
Documents incorporated by reference (hypertext links):

What are the major changes?

We have split the legal and technical sections, with legal general conditions and technical appendices, in particular with the creation of a technical glossary in our public documentation.

Responsibilities were previously divided between the general terms and conditions, the HDS applicability declaration and the SNC matrix. We now have a Responsibility Assignment Matrix bringing together all the responsibilities and obligations in one place. The purpose of this matrix is to set out the roles and responsibilities of the parties according to the scope of the certifications/qualifications (ISO, HDS and SNC) applicable to the Client.

We also had the problem of how to describe our services, which were described in the general terms and conditions, which meant that their evolution was blocked. Outscale decided to create a separate catalogue of services available on the Outscale website. A product end-of-life policy has also been included in the Outscale Public Documentation and is now officially part of Outscale’s commitments.

Our invoicing terms and conditions have been reviewed and moved to the appendix of the general terms and conditions for greater visibility. We have also added a SEPA direct debit mandate to the appendix of the general terms and conditions.

Finally, the processing of personal data is now the subject of a specific appendix in the form of a Data Processing Agreement with a reference to our personal data protection policy, which has been amended and continues to apply in cases where Outscale is the data controller.

What are the details of the changes?

Summary of the old version	Summary of the new version	Changes
Preamble	Preamble	Summarised preamble, deletion of references to detailed certifications in the body of the General Terms and Conditions. Addition of a reference to the conditions for terminating the use of Outscale’s services. Addition of a reference to the consequences of refusal of modifications to the General Terms and Conditions of Sale or changes to the services. Clarification that Outscale is a single-person simplified joint stock company (SASU).
Article 1. Definitions	Article 1. Definitions	Retrait des définitions techniques pouvant être retrouvées dans la documentation publique. Un glossaire technique a été ajouté dans la documentation publique Outscale en janvier 2023 en complément. Removal of technical definitions that can be found in the public documentation. A technical glossary has been added to the Outscale public documentation in January 2023. Removal of definitions relating to the protection of personal data that can be now found in the Appendix “Data Processing Agreement”. Addition of the following definitions: Service Catalogue, Data Recovery Service, Effective Termination Date. Replacement of the following terms: “Client Account” by “Technical Account” or “Account” and “Services” by “Services”. Deletion of the following definitions: Order Form, Fixed Term, Indirect client, Reseller Contract, client Manager, Reseller, Sovereignty. Distinction between the Special Conditions (contract derogating from the General Conditions) and the Specific Conditions (HDS or SNC).
Article 2. Purpose of these GCS Section 3. Formation of the Contract / Entire Contract / Hierarchy	Article 2. Application of these general terms and conditions Applicable standards Contractual hierarchy	Details of the contractual hierarchy, with the specific conditions applicable to a service (SNC, HDS) in first position, any special conditions negotiated with the client in second position and the general conditions in third position. Reference to the Product End-of-Life Policy incorporated in the Public Documentation. Details of applicable standards and codes of conduct. Link to the list of Outscale certifications. Transfer of the terms and conditions for subscribing to services to article 4 “Subscribing to services”.
Article 5. Changes to the General Terms and Conditions, offers, pricing and Contracts	Article 3. Changes to general terms and conditions, public pricing and offers Changes to the general terms and conditions Changes to specific terms and conditions Changes to services, offers and public pricing	Addition of a 15-day notice period for notifying major changes to the GTC. Reference to the conditions of the product end-of-life policy and deletion of the client notice period for the cessation of marketing of an offer. Removal of details on the consequences of changes to On Demand versus non-On Demand contracts. In the event of termination of services by Outscale, addition of a prorata temporis refund for services in progress.
Article 3. Formation of the Contract / Entirety of the Contract / Hierarchy	Article 4. Subscription to Services	Withdrawal of the specificity of long-term service subscriptions generated by error, as this scenario is not conceivable in the context of the services offered by Outscale.
Article 8. Outscale’s general obligations Article 9. Obligations of the Client Duty of care Obligation of reasonable use Cooperation obligation Acceptance obligation	Article 5. Obligations of the parties Duty of diligence Obligation of reasonable use Cooperation obligation Acceptance obligation Duty to seek advice	Most of the parties’ obligations are referred to in the Responsability Assignment Matrix. The duty of care has been replaced by a duty of diligence providing clarification in particular on the client’s obligation to perform snapshots and backups of its volumes. Addition of an obligation on the part of the client to provide Outscale with the correct contact points for notifications relating to the general terms and conditions. Clarification of the client’s obligation to obtain advice before subscribing to services. Addition of a definition of “Reasonable Use”.
Article 4. Duration / Termination of the contract Article 6. Suspension of services at the request of a legally competent authority in the territory concerned or when the client makes unlawful, unreasonable or insecure use of the resources provided by Outscale. Article 7. Termination of contract in case of breach	Article 6. Suspension, cessation of use and termination of services Suspension of services Cessation of use of services by the client Termination of services Termination for default Termination for non-acceptance of new general terms and conditions Account inactivity	Simplification and consolidation of the articles on suspension and termination into a single article. Simplification of the conditions for suspension and termination of services in the following 4 cases: Request from a judicial authority ; Reasoned request from an administrative authority ; Risk to the security of the Services and client Data or in the event of unreasonable Use of Resources ; Failure by the client to pay one or more invoices when due. Addition of an obligation for Outscale to give prior notice to the client before suspending or limiting access to the Services, unless otherwise ordered by an authority. Clarification of termination in the event of non-acceptance of the new terms and conditions. Details of the expiry of services in the event that the client ceases to use the services. Details of the deletion of the client account and its consequences in the event of inactivity for more than 12 months. Replacement of the examples of illicit or unreasonable use by the definition of “Reasonable use” in article 9 “client obligations”.
Article 18. Recovery and deletion of data Article 22. Reversibility of services	Article 7. Reversibility Recovery of data Deletion of data	It is the Client’s responsibility to recover their data prior to the termination request and closure of their accounts. If this is not the case, Outscale may be asked to provide a data recovery service before the effective termination date. Details of the data recovery service, in particular the postponement of the effective termination date of the general terms and conditions. Data retention by Outscale for a maximum of 3 months after account closure. Possibility for the client to request a data recovery service from Outscale before the effective termination date and account closure date.
Article 11. Quality of service / SLA Article 24. Interpretation of the SLA	Article 8. Service Quality Commitments	Removal of elements relating to the interpretation of SLAs. Removal of the clarification of the geographical scope of SLAs.
Article 12. Intellectual property rights Article 29. References	Article 9. Intellectual property rights Ownership of the technologies used to deliver the Services Data and other elements transmitted to Outscale by the Client Distinctive marks of the Parties Third party licenses Infringement warranty	Removal of references. Addition of a link to the Outscale Public Documentation listing third-party licences. Addition of a paragraph on the infringement warranty.
Article 13. Liability / Force majeure / Insurance	Article 10. Liability Liability general limit limit on penalties associated with SLAs absence of limit Other stipulations relating to liability Warranty	Overhaul of the liability article with different liability ceilings.
Article 13. Liability / Force majeure / Insurance	Article 11. Force Majeure	Rewording of the article on force majeure with reference to article 1218 of the French Civil Code.
Article 13. Liability / Force majeure / Insurance	Article 12. Insurance	Details of the possibility of requesting a certificate of insurance from Outscale, with possible associated management fees.
	Article 13. Waiver of third-party claims	Addition of a specific article on the waiver of third-party claims.
Article 14. Client data	Article 14. Client data	The processing of personal data is covered by a specific appendix in the form of a Data Processing Agreement.
Article 16. Confidentiality	Article 15. Confidentiality	Deletion of the reference to the possibility of the parties citing each other as references.
Article 17. Export controls	Article 16. Export controls – Controlled data and penalties	Rewriting of the export control clause.
	Article 17. Audits Audit of compliance with the obligations of the general terms and conditions Penetration testing	Creation of a specific audit article covering all potential cases and not just those relating to the protection of personal data. Authorisation to carry out penetration tests under conditions strictly set out in the General Terms and Conditions.
Article 23. Validity of electronic means for notifications issued under the contract Article 26. Evidence agreement Article 25. Limitations and constraints relating to Beta services Article 27. Social responsibility and anti-corruption Article 28. Language of the contract Article 30. Competent court / applicable law	Article 18. Miscellaneous clauses Validity of electronic means Evidence agreement Limitations and constraints relating to Beta Services Corporate Social Responsibility (CSR) and anti-corruption Language Subcontracting Independence of the Parties Invalidity of a clause Jurisdiction and applicable law	Addition of references to subcontracting, the independence of the parties and the possible nullity of a clause. Deletion of the parties’ obligations to comply with UK and US anti-bribery laws.
	Appendixes
Article 15. Financial terms and conditions	Appendix 1 – Financial and payment conditions	The financial terms and conditions become an annex to the billing terms and conditions in their own right. The method of payment is direct debit. The SEPA direct debit mandate is added as an appendix. In the process of being finalised, the billing deadline has yet to be confirmed.
Article 14. Client data	Appendix 2 – Conditions linked to personal data / Data Processing Agreement	The processing of personal data is the subject of a specific appendix in the form of a Data Processing Agreement. Removal of the possibility for Outscale to subcontract the provision of resources to entities based in a region outside France, as requested by the client.
Article 19. Technical support Annex A SLA Annex B SLA penalties	Appendix 3 – Service Level Agreement (SLA)	The SLAs have become an annex in their own right, including details of technical support. The information on maximum latency to or from object storage initially described in SLA 2 has been moved to SLA 6 for information purposes. In the Object Storage Service SLA, the phrase “if these objects are distributed over all the Availability Zones that exist in the Region in question” has been removed. Clarification made to SLA 7 on the fact that persistent storage is a Service subscribed to by the Customer in its management interface or API. Clarification made to SLA 8 on the fact that the non-persistent storage Service is a storage space used by the Virtual Machine, whose data will be deleted when the machine is restarted.
	Appendix 4 – SEPA direct debit order	Addition of a SEPA direct debit order to the General Terms and Conditions.
	Related documents
Article 8. Outscale’s general obligations Article 9. Obligations of the Client Article 20. Maintenance Article 21. Security	Responsibility Assignment Matrix	Clarification of the division of responsibilities between the client and Outscale within a matrix of responsibilities according to the various applicable standards (ISO, HDS, SNC) The purpose of the matrix is to set out the roles and responsibilities of the parties according to the scope of the certifications/qualifications (ISO, HDS and SNC) applicable to the client.
Article 10. Services	Catalogue of services	The service catalogue has become a document in its own right, accessible directly from the Outscale website.
	Public pricing	https://en.outscale.com/pricing/
	Public technical documentation (including the Product End-of-Life Policy)	https://docs.outscale.com/en
	Personal data protection policy	Policy updated to apply only to cases where Outscale is personal data controller, the cases where Outscale is a personal data processor being handled directly in the contract with the client. https://en.outscale.com/terms-of-service/#personal-data-protection

I signed the old general terms and conditions of sale before the new contractual architecture was published. Will I still be subject to the old terms and conditions?

No, the new contractual architecture will be applicable within fifteen (15) days following the day on which it is sent and will replace the old contractual corpus.

I have special terms and conditions. Will these continue to apply under the new contractual structure?

Yes, if these special conditions take precedence over our general terms and conditions.

Where and when will the new architecture be published?

The new architecture will be applicable from 19 June 2023. It can be accessed on the Outscale website

If I do not agree with this new contractual architecture, can I object to it?

If you have any questions, please contact the 3DS Outscale sales department at sales-eu@outscale.com or legal department at legal-fr@outscale.com

As a Client, do I have to take any action following this change?

No, you do not need to take any action. No new signature will be required. However, we invite you to familiarise yourself with these new documents as soon as they are published.

Does the new Responsibility Assignment Matrix apply to me?

Yes, as this new matrix is part of the new general terms and conditions, it is applicable to all clients using Outscale services.

It is specified that the obligations contained in the Responsibility Assignment Matrix are applicable with regard to the specific conditions that the Client has signed concerning HDS and SNC. Thus, only Clients who have signed the HDS conditions will have the requirements that fall under this reference framework applied to them, and only Clients who have signed the SecNumCloud service agreement will have the requirements that fall under this reference framework applied to them.