Terms and Conditions of Sales

As of December 1, 2020

1. OBJECT

1.1. Any order implies the express and unreserved acceptance of these Terms and Conditions of Sale by the Customer. These Terms and Conditions of Sale form part of the Contracts between the Customer and the Supplier. They are supplemented by the Terms and Conditions of Maintenance.

1.2. The contractual documents between the Supplier and the Customer are as follows, presented in order of precedence and may be jointly referred to as “the Contract”:

– Order form which can be constituted by the quote signed by the Customer
– Special conditions of sale and / or maintenance (if existing) or, if applicable, the License Agreement specific to the Software concerned,
– Contract or conditions for the provision of access rights to the software, if applicable
– Terms and Conditions of Sale and / or Maintenance and their appendices
Where applicable, in the event of a contradiction between these Terms and Conditions of Sale and any Terms and Conditions of the Customer, the Terms and Conditions of Sale of the Supplier shall prevail, unless the Supplier expressly waives the application of its conditions.
2. ORDERS

2.1. Any order for Products or Services is subject to the conclusion of an Order Form by the Parties, the Order Form being a firm and irrevocable order for the Products and Services appearing therein. Any Purchase Order entails the Customer’s full and unreserved acceptance of the Terms and Conditions.

2.2. Each Order Form must refer to these Terms and Conditions and its validity is conditional on its acceptance by the Parties.

3. DELIVERY OF PRODUCTS

3.1. Delivery / Provision: The terms of delivery and / or provision of the Products covered by the Purchase Order and the corresponding financial conditions are stipulated in the Purchase Order; it being understood that receipt is equivalent to validation of the Products or Services. Delivery times, in particular those depending on the Equipment manufacturers, are provided for information only. In any case, failure to comply with these deadlines will not engage the liability of the Supplier, nor result in the cancellation of the Purchase Order. No return of Product is accepted without the prior written consent of the Supplier.

Any returned Product must be in the condition in which the Supplier delivered it. Otherwise, the return of Product (s) will not be accepted. The Customer shall bear the costs of delivery and return of Product. By express agreement, the Products travel at the risk and peril of the Customer, who is responsible for checking the quality and number of them, and making any reservations on the delivery slip, if applicable. In the event of delay, damage, missing Product or non-compliance with the Purchase Order, the Customer undertakes to indicate any complaints to the carrier as well as to the Supplier, by registered letter with acknowledgment of receipt, at the latest within three (3) days of delivery.

3.2. Retention of title: The Supplier remains the owner of any Equipment sold until full payment of the price defined in the Purchase Order, in principal and accessory. However, the Customer will bear all risk of loss, damage, destruction, liability or damage of any kind on the delivered Products that it will be his responsibility to insure from their delivery date, until their full payment, on the basis of the replacement cost as at the date of the loss. Insurance policies must stipulate that the underwriter acts both on his own behalf and on behalf of the owner and ensure the payment of any indemnity into the hands of the latter.

3.3. Temporary access rights: In the case where the Customer benefits from a right of temporary access to the software, the payment of said access right is spread over the duration of the subscription he has accepted. The latter duration is equal to the duration of access to the rights conferred by the License. In the event of late payment, the Supplier reserves the right to revoke access until full payment of the sums due.

3.4. Training: The Supplier may provide training for the Customer’s personnel called upon to use the Products.

It is agreed that the duration of as well as the number of persons concerned will be determined in the Order Form. The services will be subject to these Conditions, which may be replaced by a training contract offered to the Client, specifying in particular the quality of the speakers, the times and duration of the interventions as well as the cost to be expected.
The Customer declares that he has taken out the insurance policies necessary for this purpose and undertakes to welcome the training teams in compliance with the health and safety standards in force.

4. CUSTOMER’S OBLIGATIONS

4.1. The Customer agrees to fully comply with the conditions, precautions and guidance for the use of the Materials, Software and / or Service he purchases. The Customer acknowledges in particular that he is responsible for a substantial obligation of prudence with regard to the use of the Software, the Hardware and / or the Service, given the relative reliability of the IT tools, in particular in their interpretation of the data received, produced, displayed by the Software.

4.2. The Customer undertakes to take all the necessary measures to protect his information system and his data. In particular, the Customer is solely responsible for safeguarding the data that he processes or stores and in this regard undertakes to carry out, under his direction, complete and regular backups of all of his data on an adequate medium. The Customer also undertakes, under his obligation to cooperate, to keep available to the Supplier, a complete backup of his data, prior to any intervention by the latter, including for the provision of Services.

4.3. The Software and / or the Service is / are configured and used under the direction, control and responsibility of the Customer exclusively. When the installations are operated, by express agreement, by the Supplier’s teams, they are then subject to services subject to these conditions.

In the event that the Supplier’s teams intervene on the Customer’s structures, premises or equipment, the latter will collaborate with the Supplier in order to provide him, as soon as possible, with all the information deemed useful and requested, as well as all the necessary access. , in order to achieve a successful service. The services must be carried out in compliance with the health and safety standards in force.
The Customer declares to have taken out the insurance policies necessary for the effects hereof.

4.4. The Customer declares to be aware that the implementation of an IT solution requires an adaptation of the operating methods of his company, the establishment of internal procedures, the motivation, the adequacy of the level of skills of his employees and the organization of monitoring procedures.

4.5. The Customer declares that he is familiar with the Internet, its characteristics and its limits, and recognizes in particular that: data transmissions on the Internet benefit only from relative technical reliability, these circulating on heterogeneous networks with various technical characteristics and capacities, which are sometimes saturated at certain times of the day and / or may experience malfunctions; servers may be inaccessible from certain points of the Internet while these servers are fully operational and accessible from other points of the Internet.

Data circulating on the internet, despite the existing protection methods implemented by the Supplier, may be subject to possible misappropriation, and thus the communication of data and more generally of any information, is carried out by the Customer to its risks and dangers. The Internet network is a cooperation of multiple computer networks. There is no responsible central administration. Some computer networks may refuse to communicate with certain computers or organizations deemed by them to be dangerous or not respectful of the rules in use on the Internet.

4.6. Communication by the Supplier – As from the acceptance of these T & Cs by the Client, the Supplier reserves the right to quote the name of the Client as a reference in any advertising, commercial and institutional document (in particular on its website), what the Customer expressly declares to accept. The Customer also agrees to communicate to the Supplier, at the latter’s request, its logo which will be used for communication purposes on the Supplier’s website and commercial media.

5. RIGHTS GRANTED

5.1. License: Subject to full payment of the price stipulated in the Purchase Order, the Supplier grants the Customer a personal, non-exclusive, non-assignable and non-transferable right to use the Software covered by the Purchase Order, including the modules and elements specified according to the terms of the Contract.

The user license covers a number of users who can then access the Software on several devices, not simultaneously and within the limits specified by the Order Form. It can also relate to a number of machines to which they will be attached under the conditions defined in the Purchase Order.
In general and in the absence of any stipulation to the contrary, the License is granted to the Customer, subject in particular to the Software being used on the Authorized Site, by the Users and according to the type of License covered by the Order Form, within the limit of Number of Authorized Users or the Number of Authorized Posts and / or for the Authorized Site, in the Environment, for the sole needs of the Client’s activity and for the duration, as defined in the Order Form, in accordance with the terms of the Contract and License, to the Documentation and its destination.
These conditions may be supplemented or replaced, where appropriate, by the license terms specific to the product concerned by the Order.

5.2. The Customer is authorized to print the Documentation for the sole purpose of using the Software. However, the Customer is not authorized to: distribute the Documentation to third parties; make the Documentation accessible via the Internet by any means whatsoever; carry out derivative works from the Documentation.

5.3. The Software may contain one or more software, libraries, files, or other objects belonging to third parties, on which the Supplier grants the Customer a right of use on the basis of the rights granted to it by the owners concerned.

5.4. Provision of access rights to licenses: Subject to full payment of the price by monthly installments provided for the duration stipulated in the Purchase Order, the Supplier grants the Customer a right of access to the license under the same operating conditions. than the User License described herein. The provision is effective upon transmission of the activation code by the Supplier. At the end of the term of the commitment made by the Customer and in the absence of express renewal by the latter, the access rights are revoked, without prior notification of the Supplier being necessary. It is up to the customer to take the necessary measures to foresee the consequences of the expiration of his rights of access to the tool concerned.

It is specified that the Supplier will be able to offer a Provision of access rights according to a model known as “on the site” corresponding to an access segment selected with the Customer and according to the duration conditions defined according to the Customer’s need over a given project.

6. FINANCIAL CONDITIONS

6.1. Prices: The Customer undertakes to pay the amounts referred to in the Purchase Order, it being understood that any contractual period is firm and the amounts due as such, irrevocable. The prices stipulated in the Order Form are exclusive of tax, firm and final. Any additional order will be subject to the prices then in force, it being specified that the Supplier’s prices are made available to the Customer who may request communication at any time, in particular to find out the conditions and prices in force. The Supplier may possibly grant reductions, which will then be clearly indicated on the order form.

6.2. Invoicing and payment terms: The amounts paid to the Supplier are firm and non-refundable. The duties and taxes are those applicable on the day of invoicing and are added to the prices excluding taxes. In general, and unless otherwise stated on the Purchase Order, the Supplier requests payment of the price upon ordering, before any delivery. Delivery is then conditional on receipt of proof of payment. Payment is made net and without discount, by card, bank transfer or check.
As an exception and by express agreement of the Supplier, invoices are payable upon receipt, within the limit of 15 days after the due date indicated on the document. After this period, the Supplier may issue a formal notice and the collection procedures.
Unless expressly authorized in advance by the Supplier, the Customer may not make any deduction and may not withhold any sum by compensation or other means.

6.3. Payment incidents: In the case of payment after delivery and except postponement requested by the Customer and accepted in writing by the Supplier, any payment default on the due date of an invoice (at the latest 15 days after the date of payment). issuance of the invoice) will result in:
– as of right, the invoicing of late interest equal to the reference rate applied by the European Central Bank (ECB) to its most recent refinancing operation increased by 10 points;
– payment of a lump sum indemnity of forty (40) euros for recovery costs;
– the forfeiture of all the terms of the Supplier’s claims on the Customer and their immediate payment.
In the event of a payment incident concerning a contract for Provision of access rights to a software license, the conditions stipulated in this article will apply as soon as a delay in payment of a due date has been exceeded by 15 days. . In this case, the Supplier also reserves the right to suspend said access rights until payment of the sums due.
Notwithstanding any stipulation to the contrary, the Supplier reserves the right to suspend access to Maintenance and / or Services, in the event of payment default, without this suspension being considered as a culpable non-performance of the Supplier’s contractual obligations, and this, without prejudice to the Supplier’s right to terminate the Contract under the terms of Article 8 of the Terms and Conditions and without prejudice to the damages to which the latter may claim. Where applicable, re-service charges may be billed by the Supplier.

7. AUDIT AND MANAGEMENT OF LICENSES

The Supplier reserves the right, once a year, to carry out a check on the actual use made by the Customer of the rights granted to it. As such, the Supplier will carry out the necessary checks as to the number of effective and authorized accesses to the Customer’s database. This procedure will be the subject of a written notice of 5 working days from the Supplier. In the event of a discrepancy between the rights granted and the actual use of the Software by the Customer, the Supplier will invoice additional fees corresponding to the actual use of the software.

8. INTELLECTUAL PROPERTY

8.1. Software: The acquisition of Software does not transfer ownership of the Software, which remains the exclusive property of the Supplier and / or its licensors.

8.2. Services: The Customer is not authorized to reproduce, distribute, translate, adapt, represent the documents provided by the Supplier, nor to create derivative works or to make them accessible to third parties, in any way whatsoever and on any medium whatsoever, present or future, without the express prior consent of the Supplier.

8.3. In return for full payment of the price, the Supplier grants the Customer a license for personal and non-exclusive use of the work resulting from the Provision of Services, for its own needs only, for the Authorized Site and for the duration of the intellectual property rights therein. related. The Customer guarantees to have all the intellectual property rights relating to the elements that he may be required to make available to the Supplier and to which he grants a User License for the purposes of carrying out the Services. In particular, the Customer guarantees that he has all the rights necessary to make databases available to the Supplier as part of the said Services. Otherwise, the Customer will bear all the consequences that may arise from the provision of said elements and will guarantee the Supplier against any related recourse.

9. TERMINATION

In the event of a breach by one of the Parties of its contractual obligations, not repaired within thirty (30) days of receipt or failing the first presentation of the registered letter with acknowledgment of receipt notifying the breach in cause, the other Party may notify it of the termination of the Contract by registered letter with acknowledgment of receipt, and without prejudice to any damages that the latter may be led to claim.
Notwithstanding the foregoing, the Supplier may terminate the Contract without notice and upon simple notification, in the event of unlawful use of the Software, Materials or Services of which it becomes aware or by order of a competent court. All termination assumptions result in the immediate payment of all invoices issued by the Supplier and do not give rise to any reimbursement.
Data relating to the use of the software before termination, having been generated by the customer during the effective period of his contract and hosted by the Supplier may be returned to him upon simple written request sent within 30 calendar days after the date. effective termination. After this period, the Supplier may proceed to delete the data.

10. MAINTENANCE

The scope and terms of the maintenance from which the Customer benefits are described in the Terms and Conditions of Service relating to the maintenance and subscription to the hosting services offered by the Supplier.

11. RESPONSIBILITY

11.1. The Customer acknowledges that the Supplier has duly fulfilled its pre-contractual advisory obligations and that for all of its obligations under the Contract, the Supplier is subject to a general obligation of means. By express agreement between the Parties, in the event of the Supplier’s liability being called into question, whatever the nature and / or the basis of the action: only direct damage is liable to give rise to for compensation and on condition that the Customer establishes a direct causal link between the alleged damage and proof of a breach of the Supplier’s contractual obligations; all indirect, consequential or incidental damages suffered by the Customer, in particular in the event of an interruption in the functioning of the Software and / or the Service, loss of data and / or files and / or programs, operating loss, commercial damage , loss of customers, any commercial disturbance, loss of brand image, suffered by the Customer, its Users and / or by a third party, cannot give rise to the right to compensation for the benefit of the Customer, even if the Supplier has been notified the occurrence of such damage; the amount of the repair likely to be charged to the Supplier is expressly limited over the total duration of the Contract, to the amount actually paid by the Customer to the Supplier under the relevant License and / or Maintenance and / or Services concerned, for the current annual period.

11.2. By express agreement, any action for liability against the Supplier under the Contract is prescribed by twelve (12) months from its operative event.

11.3. In any event, the Customer is solely responsible for: the choice of Software, Hardware and / or Solution and / or Services subscribed to, the use made of them and the results obtained, as well as any non-compliant use of these elements under the terms of the Contract. In any event, the Customer is committed to compliance with the Contract by the Users and guarantees the Supplier against any violation that may be made by the latter; respect for the Environment, its equipment, the functioning of its internal network, its Internet access, its own IT equipment and their developments.

12. PERSONAL DATA

12.1. The Supplier takes all necessary precautions to protect the confidentiality of the Customer’s personal data. In this regard, the Supplier complies with Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of those data. It also complies with the law n ° 78-17 of January 6, 1978 relating to data processing, files and freedoms, as amended in order to bring national law into conformity with the European legal framework.

Personal data is collected for the purposes of identification, management and proper achievement of the purpose of the Contract. The Customer has the right to access and rectify personal information concerning him. The Customer also benefits from a right of opposition, for legitimate reasons, to the processing of personal data concerning him. However, the exercise of this right may, for technical reasons, prevent the Customer from benefiting from the services offered by the Supplier. Finally, the Customer has the right to object to the use of the Customer’s personal data for prospecting purposes, in particular commercial. Any request to exercise the right of access, rectification or opposition must be made in writing and sent to the Supplier at the contact address indicated on the order form. In accordance with the provisions of Decree 2007-451 of March 25, 2007, the Supplier will respond to the Customer’s request within two (2) months of receipt, provided that it is sufficiently precise and includes all elements necessary to respond to his request, failing which the Supplier will invite the Customer to complete it.

12.2. The Customer is solely responsible for the data that he processes or stores and undertakes to make all declarations, impact analyses, authorisation requests or archiving of proof of compliance necessary with the competent administrative authorities, such as the National Commission of Information Technology and Freedoms (CNIL).

13. MISCELLANEOUS

13.1. Assignment Due to the intuitu personae nature of the Contract, the Customer refrains from assigning, contributing or transferring in any form whatsoever, totally or partially, for consideration or free of charge, the Contract or any of its rights and obligations. to a third party, without the express prior authorization of the Supplier. If such authorization is given, the Contract will automatically bind the successor or successor in title of the Party concerned.
In any event, the Customer will remain the guarantor towards the Supplier of its commitments until the date of assignment or transfer of the Contract. Subject to informing the Customer, the Supplier remains free to assign, contribute or transfer its rights and obligations under the Contract to any third party of its choice, provided that the assignee, as the Customer’s co-contractor, undertakes to respect the terms and conditions of the Contract.

13.2. Methods of proof The Customer accepts that files, data, messages, computerized registers and connection data, recorded in the Supplier’s computer systems, are accepted as methods of proof under the Contract.

13.3. Force majeure In the event of the occurrence of a case of force majeure, the Party wishing to invoke it shall notify the other Party by registered letter with acknowledgment of receipt within twenty-four (24) hours of the occurrence. of the event constituting force majeure. Are considered as only cases of force majeure, those usually retained by case law and the courts to which are particularly assimilated: social conflict, strike, boycott, blockage of means of transport, intervention of civil or military authorities, natural disaster, war, sabotage, act of terrorism, act of madness, fire, water damage, epidemic, collapse of facilities, malfunction or interruption of the telecommunications network, the Internet network or the electricity network, or other circumstance beyond the reasonable control of the Supplier. Initially, the case of force majeure will suspend the execution of the Contract – except for the Customer’s payment obligation which remains fully applicable – without it being terminated. As soon as the preventive effect due to force majeure ceases, said obligations resume for the period remaining to run on the date of suspension, plus the period of suspension. However, if a case of force majeure prevented the execution of the Contract for a period exceeding forty-five (45) days, each Party would be free to request the termination of the Contract, without notice and without compensation from either side, by registered letter with acknowledgment of receipt.

14. TITLES

The titles are only for convenience. In the event of a contradiction between the title and the body of an article, it is understood that the body of the article prevails.

15. LANGUAGES

The terms and conditions are originally drawn up in French. This translation is English is given for convenience only. In the event of a dispute, only the original French text will prevail, in its version applicable on the date of the purchase.

16. DISPUTES

BY EXPRESS AGREEMENT BETWEEN THE PARTIES, THIS AGREEMENT IS SUBJECT TO FRENCH LAW, TO THE EXCLUSION OF ANY OTHER LEGISLATION.
ALL DISPUTES TO WHICH THESE TERMS AND CONDITIONS AND THE AGREEMENTS RESULTING FROM THEM MAY GIVE RISE, CONCERNING THEIR VALIDITY, THEIR INTERPRETATION, THEIR EXECUTION, THEIR RESOLUTION, THEIR CONSEQUENCES AND THEIR ACTIONS, WILL BE SUBMITTED TO THE COMMERCIAL COURTS OF RENNES (FRANCE).

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