The GCS exclusively govern sales contracts to purchasers (hereinafter referred to as the "Purchaser") and are enforceable against the parties, to the exclusion of any other documents, prospectuses, catalogues or photographs of the Software which have only an indicative value.

The GTC are exclusively applicable to the Software purchased by the Customers.

The Buyer agrees not to resell any new Software delivered by the Seller.

The T&C are written as well as all contractual information mentioned on the Contract in the French language. The GCS are made available to the buyer on the Seller’s Contract where they can be directly consulted and may also be communicated to him upon simple request by phone, email or postal mail.

The GTC are enforceable against the Buyer who acknowledges having been aware of them and having accepted them before placing an order. The validation of the order by its confirmation constitutes acceptance by the buyer of the GCS in force on the day of the order, the preservation and reproduction of which are ensured by the professional Seller in accordance with article 1127-2 of the civil code.

The Seller reserves the right to modify its T&C at any time. In case of modification of the GTC, the applicable GTC are those in force on the date of the order, a copy dated to this day may be provided upon request to the buyer.

The nullity of a contractual clause does not result in the nullity of the GTS 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 a product (services or software) implies unreserved acceptance of these general terms and conditions of sale, supplemented or modified by our special conditions, which cancel out any clause to the contrary that may appear in the purchase conditions, purchase orders, or other commercial documents. Any order modification by the Buyer after confirmation of his order is subject to acceptance by the Seller.

The Seller reserves the right to refuse any order for legitimate reasons and more particularly:

- if the quantities of Software ordered are abnormally high for buyers having the quality of consumers

- if there is a previous dispute regarding an unpaid

- if the Buyer has acted in ignorance of these GCS

or even in case of objective suspicion of fraud.
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The Seller cannot be held responsible for the consequences resulting from incorrect or incomplete data mentioned by the Buyer, in particular regarding the quantities and types of Software ordered or the delivery time slot.

The sales contract is formed at the time of sending by the Buyer the confirmation of his order. Article 1379 of the civil code.

For goods with digital elements, Seller (or a relevant third party) will post the following types of updates depending on the digital software you purchase:

where applicable, updates that were specified on the software information page at the time of purchase; and (ii) updates required by law, including to ensure compliance with the relevant software.

The Seller (or an applicable third party) may also provide you with additional software updates from time to time, including for:

(i) propose or improve new functionalities, designs, interfaces and/or features;

(ii) (ii) make minor technical changes;

(iii) and/or for legal or security reasons, when deemed reasonably necessary by the Seller (or a third party involved). 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 made 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 in a timely manner, or are installed incorrectly, this may adversely affect the performance or functionality of the affected software. Seller shall 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 of Sale in force at the time you order software from us unless a change to these terms and conditions, or the present General Terms and Conditions of Sale is required by an administrative or governmental authority (in this case, this modification may apply to previous orders that you have placed). If any provision of these General Terms and Conditions of Sale is deemed invalid, void or unenforceable for any reason whatsoever, such provision shall be deemed severable and shall not affect the validity and effectiveness of the remaining provisions.

2 – Price:

The services are billed at the rate in effect on the day the order is placed. The general rate is attached to these conditions. The total amount owed by the Buyer is indicated on the order confirmation page, with delivery and transport costs. The sale price of the Software is the one in effect on the day of the order. Prices may be revised subject to 30 days prior information. (L 441-10 Commercial Code paragraph 2)

2.1. Subscription

The details and price of this service are presented via the site.

The procedure to become a subscriber and the identification of the required elements are presented on the site.  The following items are requested in particular as part of the creation of a subscriber account: (i) with regard to natural persons and/or individuals: last name, first name, position, landline telephone, mobile telephone, correspondence address, billing address, last name, first name, telephone, email and function of the contact natural person, email, IBAN, BIC; (ii) as regards companies: RCS number (if the person is subject to registration) or SIREN , name, intra-Community VAT number, last name, first name, position, landline phone, mobile phone, correspondence address, billing address, last name, first name, phone, email and function of the contact person, email, IBAN, BIC.

Subscribing to a subscription requires the creation of a user account in advance and identified on the site.

The following elements are requested in particular in order to create a subscriber account: (i) with regard to natural persons and/or individuals: last name, first name, email, creation of a password; (ii) with regard to companies: RCS number (if the person is subject to registration) or SIREN, name, intra-Community VAT number, last name, first name, email, creation of a password.

3 – Delivery:
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Delivery is made either by direct delivery of the software to the purchaser, or by notice of availability. The verification of services by the buyer must be carried out at the time of their taking over. In case of damage or missing, claims on apparent defects or non-compliance of the delivered software, the buyer will make clear and precise reservations that it will notify within three days, following the delivery date in writing to the seller or carrier. It will be up to the buyer to provide any justification as for the reality of the observed anomalies (demonstration of the reality of bugs or bad codings that could complicate the use of the software or service sold) (L 441-15 Commercial Code)
Article L. 224-25-14 of the Consumer Code: “I.- In addition to the compliance criteria provided for in the contract, the digital content or digital service is compliant if it meets the following criteria:

1° It is suitable for the use customarily expected of digital content or a digital service of the same type, taking into account, where applicable, any provisions of European Union and national law and all technical standards, or, in the absence of such technical standards, 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 or preview version, before the conclusion of the contract;

3° It is provided according to the most recent version that is available at the time of conclusion of the contract, unless otherwise agreed by the parties;

4° In case of continuous supply of a digital content or a digital service during a given period, it is supplied without interruption throughout this 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° If applicable, 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 functionality, compatibility, accessibility, continuity and security, that the consumer may legitimately expect for digital content or digital services of the same type, having regard to the nature of such content or services and to 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 any public statements mentioned in the last paragraph of I if he demonstrates:

1° That he did not know them and was legitimately unable to know them;

2° That at the time of conclusion of the contract, the public statements had been rectified under conditions comparable to the original statements; or

3° That 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 particular characteristics of the digital content or digital service, which he has been specifically informed were deviating from the criteria for conformity set out in this Article, difference to which he has expressly and separately consented at the conclusion of the contract.

4 - Delivery times:

Delivery times are indicated based on supply availability. Except in cases of force majeure (war, riot, fire, total or partial strike), in case of a delivery delay of more than 30 days after the indicative delivery date, the buyer will have the option to cancel his order, without being able to claim any compensation whatsoever. ( L 441-13 Commercial Code)

5 - Returns:

Any return of software must be the subject of a formal agreement between the seller and the buyer. (R 111-1 of the Consumer Code)

6 -Guarantee:

The seller will take the utmost care in executing the order and ensuring the quality of the software. In the event of a defect acknowledged by the seller, the latter’s obligation shall be limited to replacement or reimbursement for defective services, without further compensation. Are excluded from the warranty defects and damages resulting from or use in abnormal conditions or non-compliant with the nature, prescriptions, fitness for purpose of the software. ( R 111-1 consumer code paragraph 3)

You benefit from a period of two years from the issuance of the software to obtain the implementation of the legal guarantee of conformity in case of an appearance of a lack of conformity. During this period, you are only required to establish the existence of the lack of conformity and not the date of its appearance.

Where the contract for the sale of software provides for the supply of digital content or a digital service on a continuous basis for a period exceeding two years, the legal warranty is applicable to this digital content or digital service throughout the intended period of supply. During this period, you are only required to establish the existence of the lack of conformity affecting the digital content or digital service and not the date of appearance thereof. For these services, the legal guarantee of conformity entails an obligation for the professional to provide all necessary updates 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, at no cost and without any significant inconvenience to you. Any software repaired under the legal warranty of conformity benefits from an extension of this warranty for six (6) months.
If you request the repair of the artificial intelligence, but its replacement is imposed on you, the legal warranty of conformity is renewed for a period of two years from the date of replacement of the software.

You can obtain a reduction in the purchase price by keeping the software or terminate the contract by getting a full refund against return of the software, if:

(i) The professional seller refuses to repair or replace the software;

(ii) The repair or replacement of the software occurs after a period of thirty days;

(iii) The repair or replacement of the software causes you a significant inconvenience, particularly if you permanently bear the costs of reworking or removing the non-compliant software, or if you bear the costs of installing the repaired or replaced software;

(iv) The non-compliance of the software persists despite the seller’s unsuccessful attempt to comply.

You are also entitled to a reduction in the price of the Software or termination of the contract where the lack of conformity is so serious that it justifies an immediate reduction in the price or termination. You are then not required to request the repair or replacement of the software beforehand.

You are not entitled to the resolution of the sale if the lack of conformity is minor.

Any period during which the software is immobilised for repair or replacement shall suspend the remaining warranty until the reconditioned software is issued.
The rights mentioned above result from the application of articles L. 217-1 to L. 217-32 of the consumer code.

The seller who in bad faith obstructs the implementation of the legal guarantee of conformity incurs a civil fine of up to 300,000 euros, which can be increased up to 10% of average annual turnover (article L. 241-5 of the consumer code).

You also benefit from the legal warranty for hidden defects pursuant to articles 1641 to 1649 of the civil code, for a period of two years from the discovery of the defect. This warranty entitles you to a price reduction if the software is kept or to a full refund upon return of the software.

7 – Payment:

Except under special conditions, invoices are payable in Paris from the delivery date. In case of late payment, the seller may suspend all pending orders. Any amount not paid by the due date shown on the invoice automatically entails the application of penalties equal to one and a half times the legal interest. (L 441-12 Code de commerce)

These penalties will be payable upon simple request from the seller. No discount is accepted for early payment. A discount of 10% is granted for any cash payment. (L 441-11 paragraph 1 of the Commercial Code)

An invoice highlighting 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 transfer.
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8 - Resolutory clause:

In the event of non-payment, forty-eight hours after a formal notice remains unsuccessful, the sale will be terminated by right by the seller who may request the return of the software without prejudice to any other damages. The remaining amounts due for other deliveries will become immediately payable if the seller does not opt for the resolution of the orders corresponding to the related services and software. (L 441-16 Code de commerce)

9 - Reservation of ownership:

The services sold remain the property of the seller until full payment of their price. (art 715-1 Intellectual Property Code). The use of the service will be impossible in case of non-payment of the price for using the software or termination by the user of the subscription.

10 - Assignment of jurisdiction 

Any dispute relating to these presents will be under the jurisdiction of the mixed commercial court of Paris. (in accordance with the principle of common law of attribution of jurisdiction by two professional parties).

In general, before any legal action is brought, an attempt at amicable conciliation will be sought in order to extinguish any potential dispute.