Preamble
These Terms of Service (hereinafter the “Terms”) govern access to the signature.nc website and the use of the online electronic signature service operated by DIGIT (hereinafter “Signature.nc” or the “Provider”).
The Signature.nc service is designed and operated from New Caledonia. Its purpose is to enable any natural person or legal entity to prepare, transmit, electronically sign and retain dematerialised documents in a legally enforceable framework, on the basis of Article 1367 of the French Civil Code as applicable in New Caledonia and of Decree No. 2017-1416 of 28 September 2017, supplemented, as a voluntary technical reference, by Regulation (EU) No. 910/2014 (“eIDAS”).
Use of Signature.nc implies full, unreserved and unconditional acceptance of these Terms. Where a Customer or User does not accept all or part of these Terms, they must refrain from using the Service.
The Provider invites each User to read these Terms carefully and to retain a copy on a durable medium.
Article 1 — Definitions
In these Terms, the following capitalised terms shall have the meanings set out below:
Account: personal and secured space allowing a User to access the Service after authentication.
Customer: any natural person or legal entity having subscribed to a paid Subscription or benefiting from a free trial of the Service.
Document: any file (notably in PDF format) uploaded to the Service by a User for the purpose of being signed or transmitted for signature.
Signature Package: structured set composed of one or more Documents, their designated Signatories, the fields to be completed and the evidentiary elements associated with the same signature process.
Customer Data: all data, content, files and information transmitted or generated by the Customer or its Users in connection with the use of the Service, excluding technical data proper to the Provider.
Personal Data: any information relating to an identified or identifiable natural person, within the meaning of Regulation (EU) 2016/679 (“GDPR”).
Evidence Package: set of technical and legal elements automatically constituted by the Service for each finalised Signature Package (qualified timestamps, event logs, cryptographic hashes, identification of Signatories, etc.) intended to establish proof of the integrity of the Document and of the Signatories' consent.
Signature Level: level of legal reliability applied to an Electronic Signature, in line with the three levels defined by eIDAS — Simple, Advanced and Qualified.
Service or Signature.nc: online electronic signature application accessible at signature.nc, its sub-domains, mobile applications and application programming interfaces (APIs).
Signatory: natural person invited to affix an Electronic Signature on a Document, whether or not they hold an Account.
Electronic Signature: data in electronic form which is attached to or logically associated with a Document and which the Signatory uses to sign, within the meaning of Article 3 of the eIDAS Regulation.
User: any natural person accessing the Service, whether as Customer, Signatory or mere visitor.
Article 2 — Legal information and identification of the Provider
The Service is operated by:
SARL DIGIT — French limited liability company (Société à Responsabilité Limitée)
Registered office: 112 Promenade Pierre Vernier, N'Géa, 98800 Nouméa, New Caledonia
Postal address: BP 18645, 98857 Nouméa CEDEX, New Caledonia
Office and customer reception: 113 avenue du Général de Gaulle, 1st floor, 98800 Nouméa, New Caledonia
Nouméa Trade and Companies Register (RCS): No. 1 474 931
RIDET number: 1 474 931.001
APE code: 62.01Z (Computer programming activities)
Share capital: 100,000 XPF
Telephone: (+687) 24 23 22
Email: contact@digit.nc
Publication director: Mr Julien COZZI.
Hosting. The Service is hosted by D.S.P. (Data Services Pacific), a commercial brand operated by CIPAC SA, a French société anonyme with a share capital of 128,000,000 XPF, whose registered office is located at 210 rue Gervolino, PK6, 98800 Nouméa, New Caledonia, registered with the Nouméa Trade and Companies Register (RCS) under No. 71 B 033 787 (RIDET 0 033 787.003), telephone (+687) 41 46 00, email info@cipac.nc.
The servers on which the Documents, the Service and the Customer Data are hosted are located in New Caledonia, within data centres operated by DSP. This territorial location ensures the digital sovereignty of the Data processed in New Caledonia and limits international transfers to what is strictly necessary for the ancillary performance of the Service (notification sending, qualified signature, payment), in accordance with Article 11.5 below.
Article 3 — Purpose and scope
3.1 These Terms set out the conditions under which the Provider makes the Service available to the Customer, as well as the respective rights and obligations of the Parties.
3.2 The Service notably allows:
uploading and preparing Documents to be signed;
creating reusable templates;
inviting one or more Signatories;
affixing Electronic Signatures at Simple or Advanced Level, and, where applicable, orchestrating Qualified Signatures through eIDAS-qualified partners;
real-time monitoring of signature status;
constituting, timestamping and retaining an Evidence Package associated with each signature transaction.
3.3 The Terms apply to any version of the Service, whether free, in a trial period, or under a paid Subscription. Specific terms may be entered into between the Provider and a professional Customer to adapt the scope, volumes or service commitments; in the event of conflict, such specific terms shall prevail over these Terms.
Article 4 — Acceptance and enforceability
4.1 Use of the Service, creation of an Account, subscription to a paid plan or the mere affixing of an Electronic Signature shall constitute express, irrevocable and unconditional acceptance of these Terms.
4.2 The applicable version is that in force on the date the User accesses the Service or on the date the Subscription is taken out.
4.3 The Provider systematically makes the Terms available to the User in a form allowing their reproduction and retention on a durable medium.
Article 5 — Registration, Account and access to the Service
5.1 Account creation. Access to the Service's features requires the creation of an Account. The User undertakes to provide accurate, up-to-date and complete information and to update it without delay in the event of any change.
5.2 Capacity. The User declares having the legal capacity to enter into these Terms. Where acting on behalf of a legal entity, the User warrants that it has the power to bind such entity.
5.3 Credentials. The User is solely responsible for the confidentiality of its credentials and for any action carried out from its Account. Any suspicious use must be reported without delay to contact@digit.nc.
5.4 Strong authentication. The Provider may, at any time and depending on the required Signature Level, impose additional authentication factors (OTP code, identity verification, etc.).
5.5 Minors. Account creation is strictly reserved to adults. Minors may only act on the Service as invited Signatories, on the express condition that the signature of the Document is authorised by their legal representative, who shall remain solely liable for the legal consequences of the signature. The Provider reserves the right to refuse or withdraw any signature found to originate from a minor in the absence of such authorisation.
Article 6 — Electronic Signature Levels (eIDAS reference framework)
6.1 Applicable legal framework. The legal validity of signatures performed through the Service in New Caledonia is grounded on Article 1367 of the French Civil Code (applicable in New Caledonia under the lois de souveraineté) and on Decree No. 2017-1416 of 28 September 2017 on electronic signature. Regulation (EU) No. 910/2014 known as “eIDAS” and its successor regulations do not apply as such to New Caledonia, which has the status of Overseas Country and Territory (OCT). The Provider nevertheless undertakes, on a voluntary basis, to implement the technical and organisational requirements set out by eIDAS and the associated ETSI standards, in order to ensure the full recognition of signatures produced both in New Caledonia and within the European Union.
6.2 Signature Levels offered. The Service allows for the implementation of three Signature Levels, aligned with the eIDAS reference framework:
Simple Electronic Signature (SES): enables identification of the Signatory and manifestation of their consent. Suitable for Documents with limited legal stakes. Its probative value is freely assessed by the judge pursuant to Article 1358 of the French Civil Code.
Advanced Electronic Signature (AES): uniquely linked to the Signatory, capable of identifying them, created using data that the Signatory can use under their sole control, and linked to the Document in such a way that any subsequent alteration is detectable.
Qualified Electronic Signature (QES): an Advanced Signature created by a Qualified Signature creation device and based on a qualified certificate issued by a qualified trust service provider within the meaning of eIDAS. Subject to the conditions of Article 1367 paragraph 2 of the French Civil Code and of the aforementioned decree, it benefits from the presumption of reliability and is legally equivalent to a handwritten signature.
6.3 Level selection and Provider's duty to inform. It is the Customer's responsibility to determine the Signature Level appropriate to the nature, legal significance and regulatory framework applicable to each Document. The Provider makes available to the Customer accessible and updated documentation presenting, for each Level, the recommended use cases, enforceability limits and related obligations (in particular identity verification requirements). The Provider cannot, however, substitute itself for the Customer in the legal assessment specific to each act; the Customer remains responsible for its choice, and is reminded that it may seek the advice of its own legal counsel.
6.4 Trust service providers. For the provision of Qualified Signatures, the Provider relies on one or more qualified trust service providers, whose identity and qualification are brought to the Customer's attention prior to the use of the QES service. The use of such services may be subject to additional terms expressly accepted by the Signatory.
Article 7 — Financial terms
7.1 Subscription plans. The Service is offered in different plans whose features, functionalities and prices are described on signature.nc on the date of subscription. Prices are stated in Pacific francs (XPF), exclusive of tax where applicable, and inclusive of taxes applicable in New Caledonia where they are stated as inclusive of all taxes (TTC).
7.2 Free plan. A free usage plan is offered, without time limit and without commitment, for the purpose of discovering the Service and occasional use. This plan provides access to the essential features within a volume limit specified on signature.nc on the date of registration, in particular as to the number of Documents that may be signed or sent for signature per period. No credit card is required to activate the free plan. Beyond such volume or to access advanced features, the Customer must subscribe to a paid Subscription. The Provider reserves the right to cause the scope and volumes included in the free plan to evolve, in accordance with Article 19.
7.3 Payment. Unless otherwise specified, Subscriptions are billed in advance, on a monthly or annual basis, depending on the plan selected. Payment is made by bank card, direct debit or wire transfer, through a secure payment service provider.
7.4 Renewal. Subscriptions are tacitly renewed for periods identical to the initial period, except in the event of termination by the Customer under the conditions set out in Article 14.
Where the Customer is a consumer, the Provider shall inform them in writing, by any means capable of evidencing the dispatch (notably by email), of the possibility not to renew their Subscription, at the earliest three (3) months and at the latest one (1) month before the end of the current period, in accordance with the applicable provisions of the Consumer Code of New Caledonia. Failing receipt of such information within the required timeframe, the consumer Customer may terminate, free of charge and at any time as from the renewal, their Subscription. Sums paid as from the renewal and corresponding to a period after termination shall be refunded.
7.5 Payment default. In the event of payment default at the due date, the Provider may, after a formal notice having remained without effect for fifteen (15) calendar days, suspend access to the Service and/or terminate the Subscription. Late payment interest is applicable at the legal rate in force in New Caledonia. A fixed indemnity for recovery costs may be claimed from professional Customers under the conditions set out by applicable law.
7.6 Price revision. The Provider may modify its prices, notably to reflect a significant change in its costs (in particular hosting, qualified signature services, applicable taxation) or a regulatory change. Any price modification shall be notified to the Customer in writing at least thirty (30) days before its entry into force. The Customer retains the right to terminate its Subscription free of charge and without penalty until the effective date of the new pricing if it does not accept the new pricing. For consumer Customers, the price revision shall not apply to a period of commitment already paid in advance; it shall only take effect as from the following renewal.
7.7 No refund. Save as provided by mandatory law or in the event of a failure attributable to the Provider, no refund may be claimed in respect of an initiated Subscription period.
Article 8 — Customer's obligations and undertakings
8.1 The Customer undertakes to use the Service in good faith, in compliance with these Terms, with the laws and regulations applicable in New Caledonia, in France and, where applicable, in the countries where the Service produces effects.
8.2 The Customer warrants to the Provider that:
it holds all rights, authorisations and consents necessary in respect of the Documents it uploads and the Personal Data of the Signatories;
the Documents transmitted do not infringe any third-party rights (in particular intellectual property rights, business secrets, privacy);
the Documents do not contain any unlawful content or any element contrary to public policy or morality.
8.3 The Customer and its Users are strictly prohibited, on a non-exhaustive basis, from:
using the Service for fraudulent purposes or to conclude or perform unlawful acts, notably identity theft of a third party;
attempting to circumvent security or authentication measures, or to impair the integrity of the Service;
engaging in reverse engineering, decompiling or attempting to extract the source code of the Service, save as expressly permitted by law;
using robots, scrapers or unauthorised automation to query the Service, with the exception of calls performed through the official APIs made available by the Provider;
reselling, sublicensing or making available to third parties all or part of the Service outside the cases expressly provided for;
transmitting, through the Service, unlawful, defamatory, infringing content, or any content contrary to public policy, morality or the dignity of others.
Any behaviour related to such prohibitions, and pursuing the same purpose of misusing the Service, may justify a suspension or termination under the conditions set out in Article 14.
8.4 The Provider reserves the right to suspend, restrict or close any Account in the event of established violation of this Article, without prejudice to any damages.
Article 9 — Availability, maintenance and service level
9.1 The Provider implements reasonable means to ensure the availability and performance of the Service twenty-four (24) hours a day, seven (7) days a week.
9.2 The Service may be subject to maintenance operations, whether scheduled or unscheduled, that may result in temporary interruption. To the extent possible, the Provider shall endeavour to perform scheduled maintenance outside New Caledonia business hours and to inform Customers in advance.
9.3 Any service level commitments (SLAs) are set out in specific terms entered into with professional Customers on request.
Article 10 — Security, integrity and evidence retention
10.1 The Provider implements appropriate technical and organisational measures to ensure the security of the Service and the integrity of Documents and Evidence Packages.
10.2 For each finalised Signature Package, an Evidence Package is constituted and retained. It notably contains:
cryptographic hashes of the Document before and after signature;
timestamps for each significant action;
the identification and authentication elements of the Signatories;
the detailed event log of the process.
10.3 The default retention period for the Evidence Package is ten (10) years as from the finalisation of the signature transaction, save where the Customer expressly requests otherwise and subject to legal retention periods. Different retention periods may be agreed under specific terms.
10.4 Retention of the Documents themselves (as opposed to the Evidence Package) is governed by the Subscription plan taken out. The Provider recommends the Customer to archive its signed Documents on its own media.
Article 11 — Personal Data
11.1 Applicable legal framework. The processing of Personal Data is carried out in compliance with French Law No. 78-17 of 6 January 1978, as amended, on data protection, made applicable to New Caledonia by Ordinance No. 2018-1125 of 12 December 2018, as well as with the Deliberation of the Congress of New Caledonia No. 264 of 13 December 2017 on data protection. Regulation (EU) 2016/679 (“GDPR”) does not apply as such in New Caledonia (OCT status); the Provider nevertheless undertakes to implement, on a voluntary basis, the full set of protection standards provided for by the GDPR, in order to guarantee a high and homogeneous level of protection to all Users.
11.2 Qualification of roles. For processing relating to Documents and Data uploaded by the Customer (including Data of invited Signatories provided by the Customer), the Provider acts as data processor within the meaning of Article 28 of the GDPR, the Customer being the data controller. For processing relating to Account management, billing, fraud prevention, security of the Service, and the constitution and retention of the Evidence Package (integrity, timestamping, traceability), the Provider acts as autonomous data controller, on the basis of its legitimate interest and, for the Evidence Package, on the basis of compliance with a legal and evidentiary obligation.
11.3 Processor's undertakings. In accordance with Article 28 of the GDPR, the Provider undertakes notably to:
process Personal Data only on documented instructions from the Customer, it being understood that acceptance of these Terms and use of the Service's features shall constitute documented instructions;
ensure confidentiality by any person authorised to process the Data, through an appropriate contractual undertaking;
implement the technical and organisational security measures required by Article 32 of the GDPR, in particular encryption of Data at rest and in transit, strict access management, environment segregation (production, pre-production, test), a regular backup and restoration policy, and an incident management procedure;
assist the Customer in responding to requests for the exercise of the rights of data subjects;
notify the Customer of any Personal Data breach in the shortest possible time, and at the latest within seventy-two (72) hours after becoming aware of it;
delete or return Personal Data at the end of the contract, in accordance with the Customer's instructions, subject to retention periods imposed by law or necessary for the retention of the Evidence Package;
make available to the Customer, upon written request and under reasonable conditions (prior notice, framing of costs, confidentiality), the information necessary to demonstrate compliance with applicable obligations and to allow documentary audits or, where applicable, on-site audits to be carried out.
11.4 Sub-processors. The Provider relies on sub-processors for the performance of the Service, notably the hosting provider identified in Article 2, qualified trust service providers used for qualified signature, email and authentication SMS providers, and the payment service provider. The up-to-date list of sub-processors, their location and the categories of processing they perform are provided to the Customer upon simple written request to contact@digit.nc. Any change to this list likely to substantially modify the scope of processing shall be notified to the Customer by any appropriate means; the Customer shall then have a reasonable period to object on legitimate documented grounds. In the event of continuing disagreement, the Customer may terminate the Subscription without penalty.
11.5 Location of Data and international transfers. The Personal Data and Documents processed in the framework of the Service are, as a matter of principle, hosted and retained in New Caledonia, within the data centres operated by the hosting provider identified in Article 2.
New Caledonia having the status of Overseas Country and Territory (OCT), it lies legally outside the geographical scope of direct application of the GDPR. For inbound flows from Customers or Signatories located within the European Union, the Provider voluntarily frames the transfer to New Caledonia through the Standard Contractual Clauses adopted by Implementing Decision (EU) 2021/914 of 4 June 2021 in their version in force, or through any other recognised appropriate safeguards mechanism within the meaning of Articles 46 et seq. of the GDPR.
Where the ancillary performance of the Service requires an occasional transfer to a third country (in particular qualified signature, email or SMS sending, payment processing), framing through the same Standard Contractual Clauses or through a recognised equivalent mechanism shall be implemented.
11.6 Limited use of Data — exclusion of AI model training. The Provider does not use Documents, the content of Documents, or Customer or Signatory Data for the purposes of training, learning or improving artificial intelligence models, whether developed internally or by third parties. Any use for such purposes may only take place on the basis of the Customer's prior, explicit and revocable consent, obtained through a mechanism separate from these Terms.
11.7 Rights of data subjects. Signatories and Users have the rights of access, rectification, erasure, objection, restriction and portability, as well as the right to define directives concerning the fate of their Data after their death. These rights shall be exercised with the Customer where the Customer is the data controller, and with the Provider at contact@digit.nc where the Provider acts as autonomous data controller. The exercise of rights over Data contained in a closed Evidence Package may be limited owing to the evidentiary obligation borne by the Provider.
11.8 Complaint. Any person has the right to lodge a complaint with a competent supervisory authority, in particular the CNIL (Commission Nationale de l'Informatique et des Libertés, France), competent for New Caledonia under the texts referred to above.
11.9 Privacy Policy. The detailed processing arrangements, in particular the retention periods by category of Data and the specific arrangements for the exercise of rights, are described in the Privacy Policy accessible at signature.nc/privacy-policy, which supplements these Terms. In the event of contradiction between these Terms and the Privacy Policy on aspects relating solely to the protection of Personal Data, the provision more protective of the data subject shall prevail.
Article 12 — Confidentiality
12.1 Each Party undertakes to keep strictly confidential all information designated as such, or which, by its nature, should be regarded as confidential, of which it may become aware in the framework of the contractual relationship.
12.2 This confidentiality undertaking applies during the entire term of the contract and continues for five (5) years after its termination. It does not apply to information that has fallen into the public domain through no fault of the disclosing Party, to information already known to a Party before disclosure, or to information whose disclosure is required by a judicial or administrative decision.
12.3 The Provider shall only access the content of the Customer's Documents and Data strictly to the extent necessary for the performance of the Service, for the security of the platform, or to comply with a legal obligation.
Article 13 — Intellectual property
13.1 Service and software. The Service, its software components, interfaces, databases, graphic charter, editorial content and associated trademarks (notably “Signature.nc” and the associated logo) remain the exclusive property of the Provider or its licensors. Nothing in these Terms shall be construed as a transfer of intellectual property rights to the Customer.
13.2 Licence to use. The Provider grants the Customer a personal, non-exclusive, non-transferable and revocable licence, for the term of the contract and worldwide, to use the Service in accordance with its intended purpose and these Terms.
13.3 Customer Data and Documents. The Customer remains the sole and entire owner of the rights in its Documents and Data. The Customer grants the Provider, for the sole needs of the performance of the Service, a non-exclusive, royalty-free licence to host, reproduce, represent and technically adapt the Customer Data, strictly limited to what is necessary for the provision of the Service.
13.4 Feedback and suggestions. The Customer authorises the Provider to freely exploit, without consideration, the feedback, suggestions and ideas it formulates about the Service, excluding any Personal Data or confidential information.
Article 14 — Term, termination and suspension
14.1 Term. The contract takes effect on the date of acceptance of the Terms or of subscription to the Subscription. It is concluded for the term of the chosen Subscription, tacitly renewable in accordance with Article 7.4.
14.2 Termination by the Customer. The Customer may terminate its Subscription at any time from its Account or by email to contact@digit.nc. Termination takes effect at the end of the current Subscription period, without giving rise to any refund of the initiated period, save mandatory legal provisions to the contrary.
14.3 Right of withdrawal (consumers). Where the Customer is a consumer within the meaning of the Consumer Code of New Caledonia, it benefits, as from the conclusion of the Subscription at a distance, from a right of withdrawal under the conditions and within the time limits set out in the applicable texts.
A consumer Customer who wishes to use the Service before the expiry of the withdrawal period must expressly request so by ticking a separate box presented during the subscription process. By ticking such box, the Customer:
expressly requests the commencement of the performance of the Service before the end of the withdrawal period;
expressly acknowledges losing its right of withdrawal once the Service has been fully performed;
agrees to pay, in the event of withdrawal exercised before full performance, an amount proportional to the portion of the Service effectively provided up to the date on which it informs the Provider of its withdrawal.
In the absence of such express consent, the Service shall only be made available at the end of the withdrawal period.
14.4 Termination by the Provider. The Provider may terminate the contract, as of right and without judicial formality, in the event of a serious breach by the Customer of its contractual obligations, in particular in the event of unrectified payment default, misuse of the Service or violation of the obligations set out in Article 8. Termination shall take place fifteen (15) days after formal notice that has remained without effect, save in cases of urgency justifying immediate termination.
14.5 Suspension. The Provider may suspend access to the Service without prior notice in the event of a threat to the security of the platform, an ongoing investigation, a requisition by a competent public authority or established payment default.
14.6 Effects of termination and reversibility. Upon expiry of the contract, access to the Account is deactivated. In order to allow the Customer to exercise its legitimate right to portability and recovery of its Data, the Provider shall maintain access to the export functions for Documents and Evidence Packages for a period of thirty (30) days from termination. At the end of such period, the Customer's Documents and Data shall be deleted from production environments, subject to:
mandatory legal retention periods;
retention of the Evidence Package by the Provider in its capacity as autonomous data controller, under the conditions of Article 10.3, for evidentiary purposes only.
The Evidence Packages shall remain accessible to the Customer, on request, throughout their retention period. The technical export arrangements (standard formats, possible support) are specified in the documentation of the Service.
Article 15 — Warranties
15.1 The Provider warrants that the Service is provided with the care and diligence reasonably expected of a professional and that it complies with its contractual documentation.
15.2 The Service is made available as is. The Provider does not warrant that the Service will meet specific needs of the Customer not expressly provided for in the documentation, nor that it will function without interruption or error, nor that any error will be immediately corrected.
15.3 Warranty against eviction. The Provider warrants the Customer against any infringement action brought against it by a third party by reason of a defect in title in respect of the elements composing the Service, within the limits set out in Article 16.
15.4 The Customer is solely responsible for the relevance of the choice of Signature Level having regard to the legal significance of each Document. The Provider cannot be held liable for any mismatch between the chosen Level and the requirements specific to a particular legal act.
Article 16 — Liability
16.1 The Provider's liability may only be incurred in the event of established fault and only for direct damage suffered by the Customer.
16.2 Indirect damage is expressly excluded, including in particular: loss of business, loss of opportunity, loss or alteration of data (save where attributable to the Provider's sole fault), loss of turnover, harm to image.
16.3 Liability cap. Save where the law prohibits, the Provider's aggregate liability, all causes combined, shall be limited, in respect of any given contractual year, to the total amount excluding taxes actually paid by the Customer to the Provider during the twelve (12) months preceding the event giving rise to the damage, without exceeding five million (5,000,000) Pacific francs.
For Customers using the Service on a free basis (free trial or free plan), the Provider's liability, all causes combined, shall be limited to a fixed cap of one hundred thousand (100,000) Pacific francs, it being recalled that this limitation shall not apply to damage excluded from the benefit of limitations under Article 16.4.
16.4 The liability limitations and exclusions set out in this Article shall not apply in the event of wilful misconduct, gross negligence, damage to life or bodily integrity, nor in any case where the law prohibits such a limitation.
16.5 The Customer is responsible for its use of the Service, for the choice of the Documents it uploads, for the identity of the Signatories it designates, for the Signature Level it selects and for the compliance of its practices with the legal and regulatory obligations applicable to it.
Article 17 — Force majeure
17.1 Neither Party may be held liable for any non-performance or delay in the performance of its obligations resulting from a force majeure event, within the meaning given to such notion by the case law of the French and New Caledonian courts.
17.2 The following events shall in particular be considered as force majeure, provided they present the characteristics of unforeseeability, irresistibility and externality: natural disasters, extreme weather events affecting New Caledonia or the Pacific area, generalised failures of telecommunications or electricity networks, massive cyber-attacks, public authority decisions preventing the performance of the contract, armed conflicts, epidemics and pandemics.
17.3 The prevented Party shall inform the other Party without delay. If the impediment continues beyond sixty (60) days, either Party may terminate the contract as of right, without compensation.
Article 18 — Sub-contracting and assignment
18.1 The Provider may use sub-contractors for the performance of all or part of the Service. It remains liable, towards the Customer, for the proper performance of the services entrusted.
18.2 The Provider may assign, transfer or contribute the contract to a third party, notably in the framework of a restructuring, merger, demerger or transfer of business, provided that the third-party assignee fully assumes the Provider's obligations.
18.3 The Customer may not assign the contract without the prior written consent of the Provider, which shall not be unreasonably withheld.
Article 19 — Evolution of the Service and the Terms
19.1 The Provider may cause the Service to evolve at any time, improve its features, modify its ergonomics or remove obsolete features, without such evolution being interpreted as a degradation of the Service so long as it does not substantially alter its purpose.
19.2 The Provider may cause these Terms to evolve, notably to take into account a legal or regulatory development, a technical development of the Service, a development of the services of its sub-processors, or a justified development of its commercial practices. Any substantial modification shall be notified to the Customer by any means, and notably by email or message within the interface, at least thirty (30) days before its entry into force.
The Customer shall, in any event, retain the right to terminate its Subscription free of charge and without penalty if it refuses the new version. Failing termination within the thirty-day period following notification, the new version shall be deemed accepted by professional Customers. For consumer Customers, the new version shall only be enforceable against them in respect of services performed as from its entry into force; any substantial modification of their essential obligations shall require their express acceptance through a dedicated mechanism.
Article 20 — Complaints and mediation
20.1 Any complaint must be addressed to the Provider, by email to contact@digit.nc, specifying the elements enabling its handling. The Provider undertakes to acknowledge receipt within five (5) business days and to provide a reply within a reasonable timeframe.
20.2 Consumer mediation. In accordance with applicable texts, where acting as a consumer, the Customer may resort to a mediation mechanism. The contact details of the competent mediator in New Caledonia shall, where applicable, be communicated on request to contact@digit.nc.
20.3 Amicable settlement of disputes between professionals. Prior to any legal action between professional Customers and the Provider, the Parties undertake to come together with a view to an amicable resolution of the dispute, within thirty (30) days from the first notification of the dispute.
Article 21 — Applicable law and competent jurisdiction
21.1 These Terms are governed by French law as applicable in New Caledonia, supplemented, where applicable, by the lois du pays adopted by the Congress of New Caledonia (notably the Consumer Code of New Caledonia).
21.2 Competent jurisdictions.
For disputes between the Provider and a Customer acting as a professional: exclusive jurisdiction is conferred upon the Tribunal mixte de commerce de Nouméa (Mixed Commercial Court of Nouméa), notwithstanding multiple defendants, third-party claims or summary proceedings.
For disputes between the Provider and a Customer acting as a consumer: the statutory rules of territorial jurisdiction shall apply; the consumer may, at its choice, bring proceedings before the court of the place where it resided at the time of the conclusion of the contract or of the occurrence of the harmful event.
Article 22 — Miscellaneous provisions
22.1 Entire agreement. These Terms, supplemented where applicable by specific terms and by the Privacy Policy, constitute the entire agreement between the Parties on their subject matter. They supersede any prior communication, document or agreement on the same subject matter.
22.2 No waiver. The fact that a Party does not avail itself of a breach by the other Party of any of the obligations resulting from these Terms shall not be construed as a waiver of the right to invoke such breach subsequently.
22.3 Severability. Should any provision of these Terms be declared null or inapplicable having regard to a legal or regulatory provision, or to a final judicial decision, the other provisions shall retain their full force and effect. The Parties shall endeavour, where applicable, to replace the invalidated provision with a valid provision as close as possible to its general economy.
22.4 Notices. Save as otherwise provided, any notice under these Terms shall be validly given by email to the address of the Customer's Account and to contact@digit.nc for the Provider, or by registered letter with acknowledgement of receipt.
22.5 Language. These Terms are drafted in French, which is the binding contractual version. Any translation is provided for convenience only.
22.6 Electronic evidence. In accordance with Article 1358 of the French Civil Code, evidence between the Parties is unrestricted. Accordingly, the Parties expressly acknowledge that the event logs, timestamped registers, cryptographic hashes and Evidence Packages generated and retained by the Service constitute admissible, valid and enforceable means of evidence between them, whose probative value shall be freely assessed by the judge as the case may be. As regards the signatures themselves, their probative value is governed by Article 1367 of the French Civil Code, it being recalled that only Qualified Electronic Signatures benefit from the presumption of reliability under the conditions of Decree No. 2017-1416 of 28 September 2017.
22.7 Contact. For any question relating to these Terms, the Provider may be contacted at: contact@digit.nc.
End of the Terms of Service — Version 2.1 — Signature.nc — DIGIT — Nouméa, New Caledonia.
Reminder: this English version is a courtesy translation. The French version (Conditions Générales d'Utilisation et de Vente) shall prevail in the event of any inconsistency.