General terms and conditions of sale of hardware, software and services
For the purposes of the present, the term “Company” means the company DIGINOVE. The term “customer” means any natural or legal person who buys or issues the wish to purchase the products sold by the company DIGINOVE. The present general conditions, the quotation issued by the company and accepted by the customer are the contractual documents
The purpose of these general terms and conditions is to govern and define the rights and obligations of each Party to any contract between the company and its customers with respect to the sale, computer hardware and the sale and/or use of Products designed or distributed by the company or services provided by the latter but related to the software sold. These terms and conditions preclude the application of any other document from the customer, including its own general terms and conditions of purchase.
3. Formation of the contract
Any product or software sold by the company is previously subject to a detailed and encrypted quotation addressed to the customer and valid for a period of one month. Beyond it becomes null and void and is therefore no more selling offer. The contract is deemed to be validly formed upon acceptance of the quotation by the customer within this period of one month. The company shall be bound by its obligation to issue the goods or services subject to the contract as from the complete payment of the price under the conditions laid down in article 4 hereof.
4. Price-payment time-discount-indexing
The price fixed to the contract is payable in cash upon receipt of the invoice, except for other time mentioned on the invoice. Any amount owing not paid on the scheduled date will produce for the benefit of the company, as of right and without prior notice, interest in arrears equal to 2 times the legal interest rate and a lump sum indemnity for recovery costs in the amount of 40€. No discount will be granted in case of early payment. Notwithstanding the payment of interest, the company may use the option of termination provided for in article 16 in the event of late payment. The annual fee, maintenance contracts, will be re-evaluated annually on the anniversary date of the contract based on the change in the SYNTEC index. The reference index is the last SYNTEC index published on the day the contract was signed.
5. /Right software entry fee for annual use
The software can be sold under the condition “D.E. L/D.U. A” and specified as such on the quotation. In that case:
- The Software entry fee (D.E. L) is the right to be paid by the customer when acquiring the software on its original support and in its updated version. The LED is included in the selling price of the product. The customer acknowledges that this D.E. L does not allow him to activate and use the software’s features in any way.
- The annual use fee (D.U.A.) is an annual subscription that gives the customer the right to use the software sold by the company for a full calendar year. Even if he is the holder of the D.E. L, the customer will only be able to use the software concerned if he also holds the D.U.A. For having previously paid the annual fee. Failing that the client will completely lose the ability to use the software.
6. Duration and renewal of the DUA
The DUA is conferred for one year from its effective date, which will be communicated to the customer by the company and shall intervene, at the latest, one month after acceptance of the quotation by the customer. In the absence of the contrary will of the customer manifested by LRAR 30 days before the expiration of the Dua, the latter will be automatically renewed and customer will therefore be obliged to pay the dua price for the year concerned within two months. In case of renewal, the company will communicate to the customer, upon receipt of the DUA price for the coming year, the activation keys allowing the customer to use the software for an additional year from the renewal. Failing for the customer to pay the price within this two-month period, the activation keys will be outdated and the customer will no longer be able to use the software.
7. The price of the DUA
The price of the DUA appearing in the quotation accepted by the customer corresponds to the annual fee for a single year of use of the software purchased by the customer. The price of the DUA sold by the company may vary significantly from one year to the next depending on the change of the tariffs charged by its supplier who is also the publisher of the software. The company will inform the customer before the expiration of the software’s annual usage fee. In the event of an increase in the price of more than 15%, the customer may refuse the proposed new tariff and must notify the company of its refusal before the anniversary date of the DUA. The latter will be terminated as of right without compensation on either side.
8. Loss of annual use fee
In the event of loss or lapse of the D.U.A., the customer will only be able to use the software again if he pays a royalty equal to the D.U. a which should have been paid if the contract had lasted since the date of the loss of the D.U.A. Until the day of the customer’s request to be again beneficiary of the D.U.A. This article shall not apply in the event of termination of the contract in the case provided for in article 16 hereof.
9. License Mode
Software that will be acquired by the customer in the license mode (and specified as such in the original quotation) may be used without the need for the customer to hold a D.U.A. Or a LED If the contract is not renewed under license mode, the customer will still be able to use the software, but without the benefit of the updates and the telephone support.
10. Rights of Use
Software is protected by international laws and treaties on copyright and intellectual property. The sale of licenses for the use of software does not entail, under any circumstances, the assignment of rights of reproduction, representation, exploitation and more generally all intangible rights recognized or to be recognized who participated in the realization of Software. Therefore, the software must not be copied, adapted, translated, made available, distributed, modified, disassembled, decompiled, boned, resold to third parties without express authorization or used in combination with any other software, unless the Conditions of Licence Permit it or if the applicable law provides that such an act constitutes a right to which it cannot be contractually derogated. The customer may proceed with the installation of the software acquired on a number of platforms that the applicable licenses and commercial offers allow. However, the CLIENT will have the option of making a second copy, for backup or archiving purposes.
11. Phone Support and updates
Whether in “DUA/DEL” or “license” mode, the customer will benefit under the contract and/or its successive renewals of software updates as well as a telephone support for the operation and use of the software Published and distributed by the company and objects of the contract (s). Only for software the customer will be able to receive telephone assistance from the company by contacting the Hot line service directly at the number and during the hours in the maintenance contract. The company will provide its advice and technical assistance at a distance and according to the data communicated to it by the customer. In no event shall it be held liable for any erroneous, incomplete or inaccurate indication or information provided to it by the customer on the occasion of the telephone assistance. The company will not be liable for any damages related to a misunderstanding between the hotline service and the customer or to a wrong explanation of the customer during the telephone call or related to improper handling of the customer himself. The company is obliged, in the context of this assistance mission, to the Client, only to a mere obligation of means. Any problem that requires on-site intervention will be the subject of a quotation, and, if necessary, a separate billing.
The goods, products and software sold, even shipped Franco, travel at the customer’s expense, risks and perils upon departure from the company’s premises. It is up to the customer to check the condition of the parcels and goods upon arrival at the delivery address and to exercise, optionally, the remedies against the carrier in the legal forms and deadlines or, if necessary, to notify the company in order to Allow them to be exercised. The delivery date is the one at which the products are made available to the customer at the delivery address mentioned on the purchase order. Unless otherwise provided in writing by the company, delivery times are only indicative. Their non-compliance could never open right for the customer to terminate the sale concluded only in case of delivery delay of more than 20 days. In the event of a delay exceeding more than 20 days the indicative date of delivery, it is for the customer to notify the company that he intends to use this option of termination, which can only play for items not delivered within this period of 20 days , to the exclusion of those who, even included in the same order, were delivered within that period. In any event, the customer will not be entitled to any damage or interest or to any compensation for any damage due to a delay in delivery or the induced consequences. The customer will also make his personal case of the installation of the materials and products sold according to the technical requirements of the supplier.
13. Property retention Clause – custody of products
The customer will only become the owner of the goods of the contract of sale as from the complete payment of the price fixed to the contract including any secondary costs and/or accessories or interest of related delays. As long as the price is not paid, the products delivered by the company will be in the care of the customer, who will have to take the risks and keep them in “good father of family”.
14. Discounts – Rebates – Rebates
The conditions for rebates, rebates and rebates are those set out in the tariff conditions applicable on the day of conclusion of the contract.
15. Contractual guarantee of products-liability
The company guarantees the products and software sold in accordance with the terms (including duration) of the warranties granted by the manufacturer or the publisher on each of these products. In the absence of a specific mention on the quotation, the starting point of the period of the guarantee granted by the company to the customer is that opposite by the manufacturer or the publisher to the company. The products sold must be used by the customer in accordance with the technical requirements and the advice of use of the supplier. In default the customer will be immediately and completely forfeited the benefit of the contractual guarantee applicable to the products sold and the company would be immediately and without further condition relieved of any liability in case of damages, of any kind that this Or, caused to the goods or persons, directly or indirectly, of the products sold and/or their use. In any event, the contractual liability of the company could only be limited to the sums paid by the customer under this contract. It is specified that the updating of payroll variables such as, minimum wage, contribution rates, changes in conventional or statutory data having an impact on the calculation and presentation of pay slips, are the responsibility of the user . In no event shall DIGINOVE be liable for any claims or problems related to technical difficulties related to the application of social security legislation relating to payroll.
16. Claim – Compliance – guarantee of defects
Any claim must be sent to the company by LRAR. Any claims resulting from the delivery, apparent defects or non-conformity of the products shall be inadmissible beyond a period of 10 days from the date of delivery. Any claim for latent defects must be sent to the company within 10 days of the discovery of the defect or from the day on which it should have been normally discovered. Furthermore, any legal action against the company, for any reason whatsoever, shall, barely inadmissible, have previously been the subject of an amicable claim under the conditions of this article and be brought within the period of 6 Month as from the issuance of the claim.
17. Contract termination Clause
Failing the customer to comply with any of his obligations under this agreement, and 15 days after a summons from LRAR, recalling this clause and remaining unsuccessful, this contract shall be terminated as of right, without necessary to make a legal request. In the event of an early termination to the client’s wrongs, all royalties paid by the customer will remain permanently vested in the company and the royalties to accruing until the end of the contract will be immediately payable and must be settled by the customer. Within 15 days of the effective date of the termination.
The information concerning the customer or related to his activity which the company will have knowledge on the occasion of his mission shall be strictly confidential and may not be disclosed and/or communicated to third parties without the prior written permission Of the party except that such disclosure or communication is binding on the company pursuant to articles 434-1 and 434-3 of the penal Code.
19. Applicable law and jurisdiction
This contract as defined in article 1 shall be governed, interpreted and applied in accordance with French law. Any dispute relating to or arising from the execution of this contract shall be submitted to the competent courts within the jurisdiction of the company’s headquarters.