The General Terms and Conditions of Sale govern exclusively the sales contracts to buyers (hereinafter referred to as the "Buyer") and are binding on the parties, to the exclusion of all other documents, prospectuses, catalogues or photographs of the Software which have only an indicative value.

The General Terms and Conditions apply exclusively to Software purchased by Customers.

The Buyer is prohibited from reselling the new Software delivered by the Seller.

The General Terms and Conditions of Sale (GTC), as well as all contractual information mentioned in the Contract, are written in French. The GTC are available to the buyer on the Seller's Contract, where they can be directly consulted, and can also be provided upon request by telephone, email, or postal mail.

The General Terms and Conditions of Sale (GTC) are binding on the Buyer, who acknowledges having read and accepted them before placing an order. Confirmation of the order constitutes acceptance by the Buyer of the GTC in effect on the date of the order, which are stored and can be reproduced by the professional Seller in accordance with Article 1127-2 of the French Civil Code.

The Seller reserves the right to modify its Terms and Conditions at any time. In the event of a modification to the Terms and Conditions, the applicable Terms and Conditions are those in effect on the date of the order, a dated copy of which can be provided to the buyer upon request.
The invalidity of a contractual clause does not render the general terms and conditions invalid unless it is an impulsive and decisive clause that led one of the parties to conclude the sales contract.

1 - Conclusion of the contract:

Any order for products (services or software) implies unreserved acceptance of these general terms and conditions of sale, supplemented or amended by our specific terms and conditions, which supersede any conflicting clauses that may appear in purchase conditions, order forms, or other commercial documents. Any order modification by the Buyer after order confirmation is subject to the Seller's acceptance.
The Seller reserves the right to refuse any order for legitimate reasons, and in particular:
- if the quantities of Software ordered are abnormally high for buyers who qualify as consumers
- if there is a prior dispute regarding an unpaid debt
- if the Buyer has acted in violation of these Terms and Conditions
or in cases of objective suspicion of fraud.
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The Seller cannot be held responsible for the consequences resulting from erroneous or incomplete data mentioned by the Buyer, particularly concerning the quantities and types of Software ordered or the delivery time slot.
The sales contract is formed when the Buyer sends confirmation of their order. Article 1379 of the Civil Code.
For goods containing digital components, the Seller (or a relevant third party) will release the following types of updates depending on the digital software you purchase:
(ii) updates that were specified on the software information page at the time of purchase; and (ii) updates required by law, including to ensure compliance of the software in question.
The Seller (or a relevant third party) may also provide you with additional software updates from time to time, including for:
(i) propose or improve new features, designs, interfaces and/or characteristics;
(ii) (ii) make minor technical modifications;
(iii) and/or for legal or security reasons, when deemed reasonably necessary by the Seller (or a relevant third party). Some of these updates may not be necessary to ensure software compliance. By accepting the terms of sale, you agree to receive these updates.
You agree that updates may be performed automatically, without any action required on your part. An update that is not automatic only takes effect once you have installed it. You acknowledge that if updates are not installed on time, or if they are not installed correctly, this may impair the performance or functionality of the software concerned. The Seller will not be liable for any non-compliance resulting from your failure to properly install updates. We reserve the right to make changes to our software, procedures, and terms and conditions, including these General Terms and Conditions of Sale, at any time. You are subject to the terms and conditions, procedures, and General Terms and Conditions of Sale in effect at the time you order software from us, unless a change to those terms and conditions, or these General Terms and Conditions of Sale, is required by an administrative or governmental authority (in which case, that change may apply to prior orders you have placed). If any provision of these General Terms and Conditions of Sale is deemed invalid, void or unenforceable for any reason, that provision shall be deemed severable and shall not affect the validity and effectiveness of the remaining provisions.

2 – Price:

Services are billed at the rate in effect on the date the order is placed. The general price list is attached to these terms and conditions. The total amount due by the Buyer is indicated on the order confirmation page, including delivery and shipping costs. The selling price of the Software is that in effect on the date of the order. Prices may be revised subject to 30 days' prior notice. (Article L 441-10, paragraph 2 of the French Commercial Code)

2.1. Subscription

Details and pricing for this service are available on the website.
The procedure for becoming a subscriber and the identification of required information are presented on the website. The following information is specifically requested when creating a subscriber account: (i) for individuals: surname, first name, job title, landline telephone number, mobile telephone number, correspondence address, billing address, surname, first name, telephone number, email address and job title of the contact person, email address, IBAN, BIC; (ii) for companies: RCS number (if the company is subject to registration) or SIREN number, company name, intra-community VAT number, surname, first name, job title, landline telephone number, mobile telephone number, correspondence address, billing address, surname, first name, telephone number, email address and job title of the contact person, email address, IBAN, BIC.
Subscribing to a service requires the prior creation of a user account and identification on the site.
The following information is required to create a subscriber account: (i) for individuals: name, surname, email, creation of a password; (ii) for companies: RCS number (if the person is subject to registration) or SIREN number, company name, intra-community VAT number, name, surname, email, creation of a password.

3 – Delivery:
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Delivery is made either by direct handover of the software to the purchaser or by notification of availability. The purchaser must verify the services upon receipt. In the event of damage or missing items, or claims regarding apparent defects or non-conformity of the delivered software, the purchaser must issue clear and precise reservations, which must be notified in writing to the seller or carrier within three days of the delivery date. The purchaser is responsible for providing all necessary evidence to substantiate the reported anomalies (demonstration of bugs or coding errors that may complicate the use of the software or service sold) (Article L 441-15 of the French Commercial Code).
Article L. 224-25-14 of the Consumer Code: "I.- In addition to the conformity criteria provided for in the contract, digital content or digital service is compliant if it meets the following criteria:
1° It is suitable for the purpose normally expected of digital content or a digital service of the same type, taking into account, where appropriate, any provision of European Union law and national law as well as all technical standards, or in the absence of such technical standards, the specific codes of conduct applicable to the sector concerned;
2° Where applicable, it possesses the qualities that the professional presented to the consumer in the form of a trial version or preview, before the conclusion of the contract;
3° It is provided according to the most recent version available at the time of conclusion of the contract, unless the parties agree otherwise;
4° In the case of continuous provision of digital content or a digital service for a given period, it is provided without interruption throughout that period;
5° Where applicable, it is supplied with all accessories and installation instructions as well as customer support, which the consumer can legitimately expect;
6° Where appropriate, it is provided with the updates that the consumer can legitimately expect, in accordance with the provisions of Article L. 224-25-25;
7° It corresponds to the quantity, quality and other characteristics, including in terms of functionality, compatibility, accessibility, continuity and security, that the consumer can legitimately expect from digital content or digital services of the same type, having regard to the nature of this content or service as well as to the public statements made by the trader, by any person upstream in the chain of transactions, or by a person acting on their behalf, including in advertising or on labelling.
II. However, the professional is not bound by all the public statements mentioned in the last paragraph of I if he demonstrates:
1° That he did not know them and was not legitimately in a position to know them;
2° That at the time the contract was concluded, the public statements had been rectified under conditions comparable to the initial statements; or
3° That the public statements could not have had any influence on the decision to contract.
III. The consumer may not contest conformity by invoking a defect concerning one or more specific characteristics of the digital content or digital service, which they have been specifically informed deviate from the conformity criteria set out in this article, a deviation to which they expressly and separately consented when concluding the contract.

4 - Delivery times:

Delivery times are subject to supply availability. Except in cases of force majeure (war, riot, fire, total or partial strike), if delivery is delayed by more than 30 days after the estimated delivery date, the buyer may cancel their order without being entitled to any compensation whatsoever. (Article L 441-13 of the French Commercial Code)

5 - Returns:

All software returns must be subject to a formal agreement between the seller and the buyer. (Article R 111-1 of the Consumer Code)

6 - Warranty:

The seller will take the utmost care in fulfilling the order and ensuring the quality of the software. In the event of a defect acknowledged by the seller, their obligation will be limited to replacing or refunding the defective services, without any further compensation. Defects and damage resulting from use under abnormal conditions or conditions not in accordance with the nature, specifications, or intended use of the software are excluded from the warranty. (Article R 111-1 of the French Consumer Code, paragraph 3)
You have two years from the date of delivery of the software to invoke the legal guarantee of conformity in the event of a lack of conformity. During this period, you are only required to establish the existence of the lack of conformity, not the date on which it appeared.
When a software sales contract stipulates the continuous provision of digital content or a digital service for a period exceeding two years, the statutory warranty applies to that digital content or service throughout the entire provision period. During this period, you are only required to establish the existence of the non-conformity affecting the digital content or service, not the date on which it appeared. For these services, the statutory warranty of conformity obligates the provider to deliver all updates necessary to maintain the software's conformity.
You have the right to choose between repair or replacement of the software within thirty days of your request, free of charge and without significant inconvenience to you. Any software repaired under the legal guarantee of conformity benefits from a six (6) month extension of this guarantee.
If you request the repair of the artificial intelligence, but its replacement is imposed upon you, the legal guarantee of conformity is renewed for a period of two years from the date of replacement of the software.
You can obtain a price reduction by keeping the software or terminate the contract with a full refund upon return of the software, if:
(i) The professional seller refuses to repair or replace the software;
(ii) The repair or replacement of the software takes place after a period of thirty days;
(iii) The repair or replacement of the software causes a major inconvenience to you, in particular if you permanently bear the costs of taking back or removing the non-compliant software, or if you bear the costs of installing the repaired or replacement software;
(iv) The software non-compliance persists despite the vendor's unsuccessful attempt to bring it into compliance.
You are also entitled to a price reduction for the software or to termination of the contract when the non-conformity is so serious that it justifies an immediate price reduction or termination. In such cases, you are not required to request repair or replacement of the software beforehand.
You are not entitled to cancel the sale if the non-conformity is minor.
Any period of immobilization of the software for repair or replacement suspends the warranty that remained to run until the delivery of the repaired software.
The rights mentioned above result from the application of articles L. 217-1 to L. 217-32 of the Consumer Code.
A seller who obstructs in bad faith the implementation of the legal guarantee of conformity is liable to a civil fine of up to 300,000 euros, which may be increased to 10% of the average annual turnover (Article L. 241-5 of the Consumer Code).
You also benefit from the legal guarantee against hidden defects, in accordance with Articles 1641 to 1649 of the French Civil Code, for a period of two years from the discovery of the defect. This guarantee entitles you to a price reduction if you keep the software or to a full refund upon return of the software.

7 – Payment:

Unless otherwise specified, invoices are payable in Paris from the date of delivery. In the event of late payment, the seller may suspend all pending orders. Any sum not paid by the due date indicated on the invoice will automatically incur penalties equal to one and a half times the legal interest rate. (Article L 441-12 of the French Commercial Code)
These penalties will be payable upon simple request from the seller. No discount is accepted for early payment. A 10% discount is granted for all cash payments. (Article L 441-11, paragraph 1 of the French Commercial Code)
An invoice showing the VAT can be sent to the buyer, upon simple request from the latter addressed to the Seller.
As payment for the Subscription service identified in article 2 above, it is also possible to use a payment by bank transfer.
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8 - Termination clause:

In the event of non-payment, forty-eight hours after a formal notice to pay has been issued and remains unheeded, the sale will be automatically terminated by the seller, who may then seek an expedited court order for the return of the software without prejudice to any other damages. Any remaining sums due for other deliveries will become immediately payable if the seller does not choose to cancel the orders corresponding to the related services and software. (Article L 441-16 of the French Commercial Code)

9 - Retention of title:

The services sold remain the property of the seller until full payment of the price (Article 715-1 of the Intellectual Property Code). Use of the service will be impossible in the event of non-payment of the software usage fee or termination of the subscription by the user.

10 - Jurisdiction allocation:

Any dispute relating to this agreement shall be subject to the jurisdiction of the Paris Commercial Court (in accordance with the general legal principle of conferring jurisdiction by two professional parties).
In general, before initiating any legal action, an attempt at amicable conciliation will be sought in order to extinguish any possible dispute.