Article 1 – Scope of application
These General Terms and Conditions of Sale constitute, in accordance with Article L 441-1 of the Commercial Code, the sole basis of the commercial relationship between the parties.
Their purpose is to define the conditions under which the Company "innoteo" ("The Service Provider") provides professional Clients ("The Clients or the Client") who request it, via the Service Provider's website, by direct contact or via paper support, the following services:
Provision of one or more license(s) of the PC application "dimeo Editor" as defined in the quote and purchase order, as well as central administrator access to the web platform.
Provision of one or more license(s) of the HoloLens application "dimeo Player" as defined in the quote and purchase order.
They apply, without restriction or reservation, to all Services rendered by the Service Provider to Clients of the same category, regardless of any clauses that may appear on the Client's documents, and in particular its general purchasing conditions.
In accordance with current regulations, these General Terms and Conditions of Sale are systematically communicated to any Client who requests them, to enable them to place an order with the Service Provider. They are also communicated to any Client prior to the conclusion of a single agreement referred to in Articles L 441-3 and following of the Commercial Code, within the legal deadlines.
Any order for Services implies, on the part of the Client, acceptance of these General Terms and Conditions of Sale.
The information appearing on the Service Provider's media and tariffs is given for information purposes only and is subject to revision at any time. The Service Provider has the right to make any modifications that appear useful.
They will remain in force until the publication of new general conditions that replace them.
In accordance with current regulations, the Service Provider reserves the right to derogate from certain clauses of these General Terms and Conditions of Sale, based on negotiations conducted with the Client, by establishing Special Terms and Conditions of Sale.
The Service Provider may also be required to establish Category General Terms and Conditions of Sale, derogating from these General Terms and Conditions of Sale, depending on the type of Client considered, determined from objective criteria. In this case, the Category General Terms and Conditions of Sale apply to all Clients meeting these criteria.
Article 2 – Orders
Sales of Services are only finalized after a quote has been drawn up and the Client's order has been expressly and in writing accepted by the Service Provider, materialized by an acknowledgment of receipt from the Service Provider. They cannot therefore be subject to any cancellation after acceptance of the order by the Service Provider.
The Service Provider has electronic ordering methods (including acceptance and confirmation) allowing Clients to order Services under the best conditions of convenience and speed.
For orders placed exclusively on the internet, registration of an order on the Service Provider's website is carried out when the Client accepts these General Terms and Conditions of Sale by checking the box provided for this purpose and validates their order. The Client has the possibility to check the details of their order, its total price and to correct any errors before confirming acceptance (Article 1127-2 of the Civil Code). This validation implies acceptance of all of these General Terms and Conditions of Sale and constitutes proof of the sales contract.
The processing and acceptance of the order are confirmed by the sending of an email by the Service Provider.
Data recorded in the Service Provider's computer system constitutes proof of all transactions concluded with the Client.
Article 3 – Prices
Services are provided at the Service Provider's rates in force on the day the order is placed, according to the Service Provider's scale, the quote having been previously established by the Service Provider and accepted by the Client, as indicated in the "Orders" article above.
Prices are net and excluding tax.
Article 4 – Payment conditions
The price is payable in cash, in full on the day of provision of the Services ordered, under the conditions defined in the article "Service provision terms" below, and as indicated on the invoice issued to the Client or at the client's choice and subject to the express agreement of the service provider by monthly direct debit on the 1st of each month for a maximum period of 12 months.
No discount will be granted by the Service Provider for payment before the date appearing on the invoice or within a period shorter than that mentioned in these General Terms and Conditions of Sale.
In case of late payment and payment of sums due by the Client beyond the deadline set above, and after the payment date appearing on the invoice addressed to them, late payment penalties calculated at the rate of 10% per year of the amount including tax of the price of Services appearing on said invoice, will be automatically and by right acquired by the Service Provider, without any formality or prior notice.
In case of payment by monthly installments, the delay of a single installment will result in the immediate due date of the entire sum owed to the Service Provider by the Client, without prejudice to any other action that the Service Provider would be entitled to take, in this regard, against the Client.
In case of non-compliance with the payment conditions stated above, the Service Provider also reserves the right to suspend OR cancel the provision of Services ordered by the Client as well as to suspend the execution of its obligations.
Article 5 – Service provision terms
The Services requested by the Client will be provided within a maximum period of 10 days from receipt by the Service Provider of the corresponding purchase order duly signed by the client and accepted by the Service Provider.
This deadline does not constitute a strict deadline and the Service Provider cannot see its liability engaged towards the Client in case of delay in the provision of Services not exceeding ONE Month. In case of delay exceeding ONE Month, the Client may request termination of the sale.
The Service Provider's liability cannot in any case be engaged in case of delay or suspension of the provision of the service attributable to the Client, or in case of force majeure.
Article 6 – Service Provider's liability – Warranty
The Service Provider guarantees, in accordance with legal provisions, the Client, against any defect of conformity of Services and any hidden defect, resulting from a defect in design or provision of said Services excluding any negligence or fault of the Client.
The Service Provider's liability can only be engaged in case of proven fault or negligence and is limited to direct damages to the exclusion of any indirect damage, of any nature whatsoever.
In order to assert their rights, the Client must, under penalty of forfeiture of any related action, inform the Service Provider, in writing, of the existence of defects within a maximum period of 10 days from their discovery.
The Service Provider will rectify or have rectified, at its exclusive expense, according to adequate methods agreed by the Client, the Services deemed defective.
In any case, in the event that the Service Provider's liability is retained, the Service Provider's warranty will be limited to the price of the service sold.
Article 7 – Intellectual property rights
The Service Provider remains the owner of all intellectual property rights, particularly on studies, drawings, models, prototypes carried out (even at the Client's request) for the provision of services to the Client. The Client therefore refrains from any reproduction or exploitation of said studies, drawings, models and prototypes without the express, written and prior authorization of the Service Provider who may condition it to financial compensation.
Article 8 – Personal data
Personal data collected from Clients are subject to computer processing carried out by the Service Provider. They are recorded in its Client file and are essential for processing the client's order. This information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. They will be kept as long as necessary for the execution of orders and any applicable warranties.
The data controller is the Service Provider. Access to personal data will be strictly limited to employees of the data controller, authorized to process them due to their functions. The information collected may possibly be communicated to third parties linked to the company by contract for the execution of subcontracted tasks, without the Client's authorization being requested.
As part of the execution of their services, third parties only have limited access to data and have the obligation to use them in compliance with the provisions of applicable legislation regarding the protection of personal data. Apart from the cases stated above, the Service Provider refrains from selling, renting, transferring or giving third parties access to data without the Client's prior consent, unless compelled to do so for a legitimate reason.
If data is to be transferred outside the EU, the Client will be informed and the guarantees taken to secure the data (for example, adherence of the external service provider to the "Privacy Shield", adoption of standard protection clauses validated by the CNIL, adoption of a code of conduct, obtaining CNIL certification, etc.) will be specified.
In accordance with applicable regulations, the Buyer has a right of access, rectification, erasure, and portability of data concerning them, as well as the right to object to processing for legitimate reasons, rights they can exercise by contacting the data controller at the following postal or email address: contact.dimeo@innoteo.fr. In case of complaint, the Client can address a complaint to the Service Provider's personal data protection officer of the National Commission for Computing and Liberties.
Article 9 – Unforeseeability
These General Terms and Conditions of Sale expressly exclude the legal regime of unforeseeability provided for in Article 1195 of the Civil Code for all Service Provision operations from the Service Provider to the Client. The Service Provider and the Client therefore each waive the right to rely on the provisions of Article 1195 of the Civil Code and the unforeseeability regime provided for therein, committing to assume their obligations even if the contractual balance is upset by circumstances that were unforeseeable at the time of the conclusion of the sale, even if their execution proves to be excessively onerous and to bear all the economic and financial consequences.
Article 10 – Exception of non-performance
The Parties declare that they expressly waive the right to rely on the provisions of Articles 1219 and 1220 of the Civil Code of the exception of non-performance regime provided for therein.
Consequently, they undertake to fully and entirely execute these even in case of breach by either party.
However, if the impediment were definitive or persisted beyond 30 days from the finding of the impediment by registered letter, these would be purely and simply terminated according to the methods defined in the "Termination" article for breach by a party of its obligations.
Article 11 – Force majeure
The Parties cannot be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, within the meaning of Article 1218 of the Civil Code. However, the client cannot suspend payment of their installments insofar as it is a method of payment of the price and the service has been entirely delivered to them.
Article 12 – Contract termination
It is expressly agreed between the Parties that the debtor of an obligation to pay under the terms of this agreement, will be validly put on notice by the sole enforceability of the obligation, in accordance with the provisions of Article 1344 of the Civil Code.
Article 13 – Disputes
In order to find together a solution to any dispute that would arise in the execution of this contract, the contracting parties agree to meet within 15 days from receipt of a registered letter with acknowledgment of receipt, notified by one of the two parties. This period is extended to 30 days for any notification made between December 18 and December 25 of each year. It is extended to 45 days for any notification made between July 29 and August 10 of each year.
This amicable settlement procedure constitutes a mandatory prerequisite for bringing legal action between the Parties. Any action brought to court in violation of this clause will be declared inadmissible.
However, if at the end of a period of 40 days following receipt of the above letter, the Parties fail to agree on a compromise or solution, the dispute would then be submitted to the jurisdictional competence designated below.
By virtue of Article 1540 of the Code of Civil Procedure, if the Parties reach an agreement, it will be recorded in writing drafted in French, signed by each of them. In the event that it is translated into one or more languages, only the French text will prevail in the event of disputes.
Article 14 – Attribution of jurisdiction
In the absence of agreement on a compromise or amicable solution, all disputes to which this contract and the agreements resulting from it could give rise, concerning both their validity, their interpretation, their execution, their termination, their consequences and their follow-up will be submitted to the Commercial Court of Compiègne for disputes falling within its jurisdiction.
Article 15 – Contract language – Applicable law
These General Terms and Conditions of Sale and the operations resulting from them are governed by French law.
They are written in French. In the event that they are translated into one or more languages, only the French text will prevail in the event of a dispute.
Article 16 – Client acceptance
These General Terms and Conditions of Sale are expressly approved and accepted by the Client, who declares and acknowledges having perfect knowledge of them, and therefore renounces to rely on any contradictory document and, in particular, its own general purchasing conditions, which will be unenforceable against the Service Provider, even if they were aware of them.
