General Terms and Conditions of Sale

• General Terms and Conditions of Hosting Services
• General Terms and Conditions for Domain Name Management
• General Terms and Conditions of Sale for IT Application Development Services
• General Terms and Conditions for the Provision and Use of a Solution

General Terms and Conditions of Hosting Services

Definitions

Client: a natural or legal person who signs these General Terms and Conditions (hereinafter “GTC”).

Specific Conditions: terms and conditions for the execution of each Service individually;

Contract: the contractual framework consisting of the GTC and the Specific Terms and Conditions related to each Service;

Parties: SdV or the Service Provider and the CLIENT;

Services: as defined in Article 2;

SdV: the company AURIC, trading under the name SdV; 

Article 1. Purpose

These General Terms and Conditions of Service (GTC) set out the terms and conditions under which the company AURIC, trading under the name SdV, a simplified joint-stock company (SAS) with a capital of €1,000, whose registered office is located at 15, rue de la Nuée Bleue – 67000 STRASBOURG, SIRET No. 938 169 091 00031, represented by its legal representative, provides the CLIENT with IT hosting services as defined in Article 2 of these GTC.

SdV’s activity includes the development of a comprehensive ecosystem around a content management system, as well as any other IT service offerings.

Any Service entrusted to SdV implies full acceptance by the CLIENT of these GTC, notwithstanding any conflicting terms that may appear in any other document, including the CLIENT’s own general terms of purchase, which cannot override these GTC.

The GTC are supplemented by Specific Terms and Conditions applicable to each Service, and together they constitute the contractual documents binding on the CLIENT and form the Contract.

Any deviation from these GTC that is exceptionally accepted by SdV must be expressly agreed in writing and will only apply to the project in question; it shall not apply to other past or future services provided to the CLIENT.

These GTC are binding on the CLIENT, who acknowledges having read and expressly accepted them without reservation.

Article 2. Services Provided
 

SdV provides the CLIENT with personalized consulting and the execution of IT hosting Services.

The main hosting tasks for websites and/or servers and associated equipment include the following:  

• Provision of all support necessary for the operation of a server, including an appropriate room and associated services such as air conditioning, power supply, fire protection, monitoring, etc. (see Annex 2 – Technical Hosting Conditions).
• Provision of network connectivity
• Intervention in the event of hardware failure or platform service disruption
• Additional services, such as multi-platform distribution, NAS resource sharing, etc., subject to specific provisions in the Contract. 

The general technical conditions of SdV’s hosting service, as well as the general platform services, are set out in the Contract and in Annex 2.

These conditions may change without notice due to technical developments, without negatively affecting the quality of the Services or their security. The provisions in this document define the legal conditions of hosting, as well as the responsibilities associated with certain services.

The hosting Contract is considered valid, and the associated Services may be invoiced from the date the servers specified are made available to the CLIENT.

As a hosting provider, SdV performs the Services specified in a statement of work detailing the CLIENT’s request. In cases where SdV itself drafts this statement of work at the CLIENT’s request, the specific responsibilities related to this contract are separate from those pertaining to the hosting mission.

The CLIENT agrees that the hosting Services provided by SdV under these General Terms will not be used for any purpose that is illegal under French law, or the laws of any country in which these Services may be offered.

The sale of these Services shall be carried out in accordance with the provisions of Article 4.

Article 3. Scope of the GTC
 

The GTC apply to all Services provided by SdV.

These General Terms may be modified in writing, with such modifications included in the Specific Terms and Conditions. Where applicable, they will be binding on the CLIENT from the date of their signature and shall not apply to contracts concluded prior to that date.

Article 4. Terms of Service Execution

The GTC are agreed for the duration specified in the Specific Terms and Conditions.

4.1 ORGANIZATION OF SERVICE EXECUTION CONDITIONS

The organizational elements for carrying out the Services will be specified by SdV in the Specific Terms and Conditions prepared for each assignment.

The timelines provided are indicative and do not constitute strict deadlines. SdV cannot be held liable to the CLIENT for delays in the execution of Services not exceeding thirty (30) days from the scheduled delivery date in the commercial proposal, including any delays attributable to the CLIENT.

In the event of a delay exceeding thirty (30) days, the CLIENT may request the establishment of new deadlines. If the parties cannot agree on new deadlines for the remaining work, the CLIENT may choose to cancel the order, without this cancellation giving rise to any claim for damages by either Party. Any Services already performed must be paid for. 

4.2 PLACE OF SERVICE EXECUTION

The Services provided by the Provider will be performed at SdV’s headquarters or at any location agreed upon by the Parties.

4.3 OBLIGATION TO COOPERATE 

SdV undertakes not to disrupt or interfere with the CLIENT’s operations during the execution of the Services.

The CLIENT agrees to provide SdV, throughout the duration of the Contract, with all information, data, documents, and reasonable assistance necessary to enable SdV to fulfill the purpose of the Contract and to ensure proper delivery of the Services.

If the CLIENT fails to provide such information and/or documents, no liability may be attributed to SdV.  

Article 5. Backups – Data Loss – Access Logging

SdV undertakes, if the option is subscribed, to perform daily incremental backups of the CLIENT’s data, including programs and all elements necessary to restore the service at another site. Standard backups are retained for a maximum of four (4) weeks retroactively.

These daily backups are fully performed on disk systems located at a geographically separate site from the operations room to protect the data against potential total destruction of the operations room.

Depending on technological developments, the methods and functionalities of the backup operations may be modified without this leading to termination or cancellation of the Contract, provided that at least the same level of service is guaranteed.

Furthermore, SdV holds “data loss and file restoration” insurance and professional liability insurance, a copy of which may be requested by the CLIENT at any time.

SdV’s liability is limited to these precautions, which the CLIENT considers reasonable and sufficient. SdV cannot be held liable for any data loss if these precautions have been properly implemented, including losses resulting from malicious acts (even by its own personnel), undetectable technical failures, or cases of force majeure.

If certain data require special protection, or if, in general, the loss or alteration of such data could have significant legal consequences for the hosting provider (including, but not limited to: significant loss of revenue or clients, risk of material or moral damage to individuals, particularly in the case of storing medical or financial data), it is the CLIENT’s responsibility to inform SdV in writing and to subscribe to a specific contract outlining these risks, the measures taken to mitigate them, and SdV’s specific commitments and liability in this context.

The absence of such a supplementary contract, which will take the form of CLIENT specifications in the Contract, implies the CLIENT’s acceptance of the adequacy of the backup procedures described in this paragraph and detailed in Annex 2 (Technical Hosting Conditions), even if these measures may prove insufficient under particular circumstances.

If, due to the editorial nature of the hosted sites, specific data must be legally retained for a legally defined period, it is the CLIENT’s responsibility to inform SdV in writing within the Contract. As the publisher, the CLIENT is responsible for verifying such legal retention requirements. For example, such obligations exist for classified ads websites, both for retaining published ads and identifying data of their authors, as well as reader consultation data. 

Article 6. Internet network performance, overall hosting performance, service interruptions 

SdV does not in any way guarantee the performance of the Internet network itself.

It is also reminded that performance—particularly in terms of response time to a request or the ability to view specific content delivered under a particular standard—depends on factors beyond the host’s control, including: 

• The state of the network at any given time
• The quality of the end-user’s connectivity; note that the performance of certain Internet Service Providers (ISPs), particularly with ADSL, may significantly degrade during peak public usage hours
• The condition, configuration, and software installed on the end-user’s equipment (routers, firewalls, PCs, systems, and updates)
• The quality, update status, performance, and configuration of the PC and system installed on the end-user’s equipment

6.1 SERVICE INTERRUPTION 

A site is considered inaccessible by default when a request to the site—made under normal network conditions and using equipment and a fast, uncongested connection—on its main associated URL, receives no response or results in a display time exceeding eight times the normal page load time under standard conditions. 

6.2 NOTIFICATION OF SERVICE INTERRUPTION 

Specific requirements regarding timestamping, the method of notification, or the confirmation of incident resolution may be specified in the Contract. By default, the following conditions apply:

Notification of the interruption: it may be made by the following means: 

• Notification by SdV’s own monitoring systems: the timestamp recorded by these systems is binding on the Parties.
• Notification by the CLIENT or a non-specialized third party: the timestamp recorded by SdV’s incident logging system is binding on the Parties.
• Notification by a specialized third party with an indisputable reputation for site monitoring: the timestamp recorded by the third-party monitoring system is binding on the Parties.

Incident Closure: it may be confirmed by the following means: 

• Notification by SdV’s own monitoring systems of service restoration: the timestamp recorded by these systems is binding on the Parties.
• Notification by a specialized third party with an indisputable reputation for site monitoring: the timestamp recorded by the third-party monitoring system, confirming the return to normal service, is binding on the Parties. 

6.3 STANDARD GUARANTEES OF AVAILABILITY, RESPONSE TIME, AND SERVICE LEVEL

Specific performance and/or availability requirements may be specified in the Contract; by default, the following conditions apply to unscheduled service interruptions agreed with the CLIENT:

Unless otherwise specified in the Contract, any guarantees regarding recovery time, when applicable, never include the time required for index reconstruction or data restoration, which are inherently unpredictable.

• Hosting on dedicated servers secured by redundancy (the failure of a single server does not compromise accessibility) 

Intervention coverage period: 18 hours/day (from 06:00 to 24:00), 7 days a week.

Standard guaranteed response time: 1 hour.

Annual overall service level: 99.9%, excluding time required for the restoration of backed-up or reconstructed data on disks (e.g., fsck operations), corresponding to a maximum service interruption of 9 hours per year. 

• Hosting on dedicated servers without redundancy protection 

Intervention coverage period: 18 hours/day (from 06:00 to 24:00), 7 days a week.

Standard guaranteed response time: 2 hours.

Annual overall service level: 99.5%, excluding time required for the restoration of backed-up or reconstructed data on disks, corresponding to a maximum service interruption of 43 hours per year.  

• Hosting on a shared server 

Intervention coverage period: 18 hours/day (from 06:00 to 24:00), 7 days a week.

Standard guaranteed response time: 14 hours.

Annual overall service level: no guarantee, as the server is shared among multiple users who may independently of SdV cause unpredictable incidents that cannot be controlled within a guaranteed timeframe.

Article 7. Compensation for Services

7.1 DETERMINATION OF COMPENSATION

In consideration of the Services provided by SdV, the CLIENT shall pay the Provider a fixed amount, which will be specified in the Specific Terms and Conditions for each assignment included in the scope of the Services.

All prices are expressed in euros, net and excluding VAT, with VAT applied at the applicable rate.

All prices invoiced to the CLIENT by SdV are those in effect on the date of signature of the Specific Terms and Conditions or its renewal, less any applicable discounts, rebates, or reductions.

Any additional services arising from the execution of the initial Service, requested by the CLIENT, resulting from a desire to modify the work, or required for compliance purposes, will be subject to a separate pricing proposal.

Annual price revision: prices are automatically adjusted each year on January 1st, based on the SYNTEC index published by the Fédération SYNTEC, without the need for an amendment. 

7.2 BILLING

Billing will correspond to the amount determined by SdV, taking into account the Services actually performed, including any additional services.

Billing will be carried out electronically.

Article 8. Payment Terms for Compensation

8.1 PAYMENT TERMS

SdV reserves the right to request monthly advance payments for any Service lasting longer than one (1) month. This possibility must be specifically mentioned in the offer submitted for the CLIENT’s acceptance.

Unless otherwise stated, the price is payable within thirty (30) days from the invoice date by bank transfer.

Payments made by the CLIENT will only be considered final once the amounts due have been effectively received by SdV.

8.2 LATE PAYMENTS

In the event of late payment by the CLIENT, i.e., if amounts due are not paid by the invoice due date, late payment penalties calculated at a rate of twelve percent (12%) of the total invoice amount including VAT will automatically and by operation of law be owed to SdV, without any formal notice or prior reminder.

Late payment will render all amounts due to SdV immediately payable by the CLIENT, without prejudice to any other action that SdV may be entitled to take against the CLIENT.

Additionally, a fixed indemnity for recovery costs of forty euros (€40) will be automatically due by the CLIENT in the event of late payment, without prior notice.

SdV reserves the right to claim additional compensation from the CLIENT if the actual recovery costs exceed this amount, upon presentation of supporting documentation.

Article 9. Liability

9.1 LIABILITY OF SdV

Within the scope of the Services provided, SdV is only subject to a best-efforts obligation and can under no circumstances be held to a result-oriented obligation.

SdV cannot be held liable for:

• The inaccuracy or unreliability of information or data provided by the CLIENT, whether material, financial, legal, technical, or personal;
• Connection failures and any other incidents outside of SdV’s control that prevent the operation of the hosting service;
• The profitability or commercial outcome of the Services as used by the CLIENT;
• Delays by the CLIENT in providing information or details necessary for the completion of the Service;
• The content of the site. 

SdV’s liability can only be engaged in the case of direct gross negligence and is limited to direct damages. Under no circumstances can SdV be held responsible to the CLIENT or any third party for any indirect damages.

SdV shall in no case be liable for indirect damages suffered by the CLIENT arising from or in connection with the execution of this Contract and its consequences. Indirect damages include, without limitation, loss of earnings or profits, loss of opportunity, commercial damages, and the consequences of claims or complaints by third parties against the CLIENT, even if SdV was aware of the possibility of their occurrence. 

9.2 LIMITATION OF LIABILITY

In the case of services critical to human life, or whose failure could result in significant damage to property or persons, or more generally whose failure could expose the host to financial liability exceeding a fixed amount of €100,000, the publisher is required to specifically and explicitly inform SdV of the existence of such services.

A simple oral or written communication of elements from a specification document, whose potential consequences may reasonably escape SdV’s attention, does not in any way fulfill the information obligation described above; a registered letter with acknowledgment of receipt (AR) precisely and fully describing the risks involved is required.

SdV may, particularly in the case of modifications to an existing service: refuse to host it, accept it without any additional consideration, or accept it while requesting financial compensation for the risk, which the publisher must then choose to accept or not. In all cases, SdV’s liability shall, by mutual agreement, be limited to a maximum of €100,000.

9.3 LIABILITY OF THE CLIENT  

The CLIENT has, prior to signing the GTC and the specific conditions, verified the suitability of the Services for its needs and acknowledges that all the advice and information necessary to commit under the Contract have been provided.

The CLIENT agrees to use the Services in accordance with applicable laws and regulations and the provisions of the Contract. The CLIENT is responsible for the use of the Services by itself, its users, or any third party acting on its behalf. Any use beyond the limits provided for in the Contract falls under the CLIENT’s responsibility.

The CLIENT will be considered the publisher of the data. As such, it undertakes, in particular, to comply with the provisions of Article 227-24 of the Penal Code and acknowledges being informed that any texts or photographs of a pornographic nature involving or depicting minors, offensive to public morals, of a racist or anti-Semitic nature, inciting riots or public disorder, or proposing or even suggesting, for remuneration or free of charge, the illegal consumption of narcotics, are prohibited and punishable.

The very nature of the dissemination of advertising objects may require the CLIENT to have this service performed for items stored and/or distributed on servers other than those covered by the Contract, which only operate as a routing function. The CLIENT undertakes to ensure that the items thus indirectly visually integrated into the site fully comply with the legal requirements mentioned above.

Furthermore, the CLIENT agrees to indicate, in accordance with applicable law, its status as a publisher, the name of an editorial responsible person, its address, and, more generally, the elements provided by law, on a page designated for this purpose, accessible in a clear manner from the homepage of the service. The CLIENT undertakes to inform the Service Provider of any changes to be made.

SdV reserves the right to report to the Public Prosecutor any act, document, file, photograph, or, more generally, any medium containing information or photographs likely to disturb public order, in the cases mentioned above, without this list being considered exhaustive, if SdV is informed by a third party or one of its employees of the existence of such documents, files, or photographs.

The CLIENT is informed that SdV will not carry out systematic checks, given the volume of data stored on the servers it hosts, and cannot rely on the existence of such checks to justify any possible failure to meet its obligations as a publisher.

The CLIENT expressly acknowledges SdV’s obligation to promptly respond to any request for information from an authorized public authority representative, or to perform any technical action, which may include immediate service shutdown. The CLIENT may not, under any circumstances, claim any compensation or remedy due to the transmission of such information or the execution of such actions, even if SdV did not inform the CLIENT due to the discretion requirement of the public authority. Furthermore, the CLIENT may not rely on such actions by SdV in this context to terminate the Contract.

The CLIENT also formally undertakes to bear responsibility for the consequences of any unperformed update, inaccurate information transmitted due to errors in the edited data, plagiarism, and, more generally, to bear, vis-à-vis third parties, all consequences resulting from the dissemination of the service, even if such data were introduced by the Service Provider’s personnel at the CLIENT’s request.

In general, the CLIENT undertakes, beyond legal obligations, to comply with the common practices of online publishing.

The CLIENT, as the site publisher, undertakes to fully bear the costs of defending SdV should it be challenged due to the CLIENT’s failure to fulfill its obligations as a publisher, some of which have been recalled above. It also undertakes, in the event of any subsequent conviction of SdV or its directors, to immediately and fully compensate for any damages suffered by SdV or them, notwithstanding any possible damages awarded.

Article 10. Confidentiality

The Parties undertake to treat as strictly confidential all information, of whatever nature and in whatever form, that they exchange with each other in the context of the execution of the Contract, including information communicated prior to the signature of the GTC and the Specific Terms. This confidentiality also extends to trade secrets and financial specifications directly or indirectly relating to either Party or to the said Services.

Accordingly, the Parties shall not disclose, for any reason whatsoever, unless the aforementioned information has entered the public domain, such information, in any form, under any title, to any person whatsoever.

The Parties undertake to communicate such information only to the individuals or legal entities who need to know it directly for the proper execution of the Services. In the context of such communication, the Parties must inform these persons of the strictly confidential nature of the information and obtain from them a commitment to maintain confidentiality.

The Parties shall be responsible for ensuring that their employees comply with the confidentiality obligation.

This confidentiality commitment shall remain in force for the duration of the Contract and shall, in any case, be maintained for a period of five (5) years after the termination of the Contract, whatever the reason. 

Article 11. Personal Data Protection

Personal data collected by SdV in the context of the provision of Services (mainly first name, last name, postal address, telephone number, email address, and banking details) are recorded in its client database.

All information collected is necessary for the conclusion and execution of the Contract and will be used for the proper management of the relationship with the CLIENT, the execution of the Services, and the promotion of SdV’s Services.

The personal data processing carried out by SdV is described in more detail in SdV’s GDPR policy, which has already been communicated to the CLIENT, as acknowledged by the CLIENT.

The CLIENT acknowledges having read SdV’s GDPR policy.

The information, data, and Services are under the sole responsibility of the CLIENT, as the publisher of the Service. In the event of any breach of legislation, the server hosting the provider’s application cannot be held responsible.

Since Internet distribution is global, the CLIENT, as publisher, is specifically reminded of the potential need to comply with non-French legislation.

The CLIENT, as the site publisher, is reminded of the obligation to display directly, or via a reasonably visible link on the homepage, the name and address of the site’s publisher, as well as contact details (“legal notice”). These elements may usefully be complemented by a form allowing readers to report offensive content.

Article 12. Intellectual Property

The documentation provided is and remains the property of SdV.

The CLIENT is prohibited, under these general terms and conditions, from reproducing any element of the documentation, by any means, in any form, or on any medium, except for use in accordance with the purpose of these terms.

Article 13. Force majeure

A force majeure event is any unforeseeable, unavoidable, and insurmountable event beyond the control of the Parties, preventing the performance of the Contract.

SdV shall not be held liable for delays or non-performance resulting from such events.

The Party affected by a force majeure event must inform the other Party as soon as possible and take all reasonable measures to limit the consequences of the event.

If the force majeure event persists for more than thirty (30) consecutive days, either Party may terminate the Contract without any liability, without prejudice to the payment of Services already performed.

Article 14. Termination

14.1. TERMINATION FOR FORCE MAJEURE

The automatic termination for force majeure as described in Article 11 may only take place fifteen (15) days after the sending of a formal notice, notified by registered letter with acknowledgment of receipt or any extrajudicial act.

14.2. TERMINATION FOR FAILURE TO PERFORM A SUFFICIENTLY SERIOUS OBLIGATION

The Party suffering from the default may, in the event of a sufficiently serious failure by the other Party to fulfill any of its obligations, notify the defaulting Party of the wrongful termination of these Terms by registered letter with acknowledgment of receipt, fifteen (15) days after receiving a formal notice to comply that remains unheeded, in accordance with the provisions of Article 1224 of the Civil Code.

14.3. TERMINATION FOR BREACH OF OBLIGATIONS BY A PARTY

In the event of non-compliance by the CLIENT or by SdV with any of the following obligations:

• Delay of more than 30 days in the execution of the Services and attributable to SdV;
• Failure to comply with the payment terms;
• Failure to respect intellectual property rights; 

It is expressly agreed that termination for a Party’s failure to fulfill its obligations shall take effect automatically fifteen (15) days after the sending of a formal notice by the other Party via registered letter with acknowledgment of receipt, which remains without effect.

The formal notice will specify the failure(s) observed.

Article 15. Nullity

If any clause of these General Terms and Conditions of Sale or of the Particular Conditions of Sale is declared null and void, such nullity shall only result in the annulment of the clause as a whole if the clause is considered, in the minds of the Parties, to be essential and determinative of their consent, and provided that the overall balance of the agreements cannot be preserved.

In the event of a null clause, the Parties shall, in any case, endeavor to renegotiate an economically equivalent clause.  

Article 16. Applicable law

By express agreement between the Parties, these General Conditions as well as the Particular Conditions are governed by French law.

They are drafted in the French language. In the event they are translated into one or more languages, only the French text shall prevail in case of dispute.

Article 17. Dispute Resolution Clause

Any disagreement, claim, or dispute arising from or in connection with these General Terms and Conditions or the Specific Terms (including any question regarding their existence, validity, or termination) or the Services covered therein shall be resolved as follows:

The Parties shall attempt in good faith to negotiate an amicable settlement of any disagreement or claim between them regarding the validity, interpretation, performance, and resolution (hereinafter referred to as a “Dispute”) of these General Terms and Conditions or the Specific Terms of Service.

Accordingly, before submitting any dispute to the competent jurisdiction below, each Party must notify the other Party of its intention to seek an amicable resolution of the dispute. This notification shall contain reasonably detailed information regarding the dispute, along with all related documents. The Parties agree to involve their respective highest management levels to attempt to reach an amicable settlement of the dispute.

If an amicable settlement is not reached within 30 days from the receipt of the above-mentioned notification, the dispute shall fall under the exclusive jurisdiction of the competent courts within the jurisdiction of the city of STRASBOURG, even in the case of multiple defendants, third-party claims, or summary proceedings.

Article 18. Acceptance of the GTC

These General Terms and Conditions are expressly agreed to and accepted by the CLIENT, who declares and acknowledges having full knowledge of them, and consequently waives any reliance on any conflicting document, including their own general terms of purchase, which shall be unenforceable against SdV, even if the CLIENT has been made aware of them.

General Terms and Conditions for Domain Name Management

1. Scope of Application of the General Terms and Conditions

These General Terms and Conditions are intended to define the conditions under which the company AURIC (hereinafter referred to as “SdV” or the “Service Provider”) provides its domain name management service (hereinafter the “Service”) to the professional client (hereinafter the “CLIENT”), as detailed in the contract.

The General Terms and Conditions form an integral part of the contract entered into by the CLIENT (hereinafter the “Contract”).

Prior to entering into the Contract, of which these General Terms and Conditions form an integral part, the CLIENT communicated its requirements to SdV. SdV presented its Service to the CLIENT. The CLIENT chose to subscribe to the domain name management Service that met its expectations. The Parties have therefore decided to enter into the Contract on this basis.

These General Terms and Conditions apply, without restriction or reservation, to the domain name management Service provided by SdV to its CLIENTS, regardless of any clauses that may appear in the CLIENT’s documents, in particular its general purchasing conditions, unless expressly and expressly agreed otherwise in writing and countersigned by both Parties.

Acceptance of the Contract by the CLIENT constitutes acceptance, without reservation, of these General Terms and Conditions.

The CLIENT undertakes to cooperate to the best of its ability with the Service Provider in order to enable the proper performance of its obligations.

2. Confidentiality

The Parties undertake to treat as strictly confidential all information, of whatever nature and in whatever form, that they may exchange with each other in the context of the performance of the Contract, including information exchanged prior to the signing of the General Terms and Conditions and the Specific Conditions. This confidentiality obligation also covers trade secrets and financial specifications relating directly or indirectly to either Party or to the Services.

Accordingly, the Parties agree not to disclose, for any reason whatsoever, unless the above-mentioned information has entered the public domain, such information, in any form, under any title and to any person whatsoever.

The Parties undertake to disclose such information only to natural or legal persons who have a direct need to know it for the proper performance of the Services. In this context, the Parties shall inform such persons of the strictly confidential nature of the information and obtain their commitment to comply with this confidentiality obligation.

The Parties guarantee that their employees will duly comply with this confidentiality obligation.

This confidentiality obligation shall remain in force for the entire duration of the Contract and shall, in any event, continue for a period of five (5) years after termination of the Contract, regardless of the reason for such termination.

3. Return of Materials Provided

In the event of termination of the contractual relationship for any reason whatsoever, SdV shall return to the CLIENT, within a maximum period of one month from the date of termination, all materials that were provided by the CLIENT and are still in its possession.

4. Force Majeure

Neither Party shall be held liable for any damages, delays, non-performance, or partial performance of its obligations where such situations result from an event that could be considered by a French court as constituting a case of force majeure.

For this purpose, force majeure shall mean any unforeseeable and irresistible event within the meaning of Article 1218 of the French Civil Code, including, without limitation: fires, explosions, floods, strikes, lockouts, epidemics, pandemics, riots, war, suspension of internet connections or any other inability to access the internet, workforce shortages, notably due to health measures taken to combat Covid-19 or any other epidemic or pandemic.

The Party affected by the event must promptly inform the other Party of its inability to perform its obligations and provide justification. Suspension of obligations under force majeure shall not, under any circumstances, give rise to liability for non-performance of the affected obligation, nor trigger the payment of damages or late penalties.

Performance of the obligation shall be suspended for the duration of the temporary force majeure event and shall, in any case, not exceed ninety (90) days. Consequently, as soon as the cause preventing the performance of obligations ceases, the Parties shall make every effort to resume normal performance of their contractual obligations as quickly as possible. To this end, the Party affected shall notify the other Party of the resumption of its obligation by registered letter with acknowledgment of receipt or any extrajudicial act.

If the impediment is permanent or exceeds ninety (90) days, the Contract shall be terminated solely on the grounds of force majeure.

5. Termination

5.1. Termination due to force majeure

Automatic termination for force majeure, as described in Article 11, may only take place fifteen (15) days after the sending of a formal notice delivered by registered letter with acknowledgment of receipt or by any extrajudicial act.

5.2. Termination for material breach of an obligation

The Party affected by the breach may, in the event of a sufficiently serious failure by the other Party to perform any of its obligations, notify the defaulting Party of the termination for cause by registered letter with acknowledgment of receipt, fifteen (15) days after receiving a formal notice to perform that has remained without effect, in accordance with the provisions of Article 1224 of the French Civil Code.

5.3. Termination for failure of a Party to fulfill its obligationsS

In the event that the CLIENT or SdV fails to comply with any of the following obligations:

• Delay of more than 30 days in the execution of the Services attributable to SdV (Article 4);
• Failure to comply with the payment terms;
• Breach of intellectual property rights (Article 10);

It is expressly agreed that termination for a party’s failure to fulfill its obligations shall take effect automatically fifteen (15) days after the sending of a formal notice by the other party, sent by registered letter with acknowledgment of receipt, which remains without effect.

The formal notice shall specify the breach or breaches that have been identified.

6. Independence of the Parties

Neither Party may make any commitment on behalf of or for the other Party. Furthermore, each Party remains solely responsible for its own actions, statements, commitments, services, products, and personnel.

7. Protection of Personal Data

The personal data collected by SdV in the context of providing the Services (mainly first name, last name, postal address, phone number, email address, and bank details) are recorded in its client database. All information collected is necessary for the conclusion and performance of the Contract and will be used for the proper management of the relationship with the CLIENT, the execution of the Services, and the promotion of SdV’s Services. The CLIENT acknowledges having been informed of the transfer of their personal data to the Registers concerned by the Services under this Contract.

The processing of personal data carried out by SdV is described in more detail in SdV’s GDPR policy, which has already been communicated, and which the CLIENT acknowledges.

The CLIENT acknowledges having read and understood SdV’s GDPR policy.

8. Severability of Clauses

If one or more provisions of these General Terms and Conditions are held to be invalid or declared as such under any law, regulation, or following a final decision of a competent court, the remaining provisions shall retain their full force and effect.

In the event of any difficulty in interpreting any of the headings of the clauses in relation to the content of the clauses themselves, the headings shall be deemed nonexistent.

9. Non-Waiver

The fact that one Party does not invoke a breach by the other Party of any of the obligations set forth herein shall not be interpreted in the future as a waiver of the obligation in question.

10. Governing Law

This Contract is governed by French law. It shall be considered binding on SdV, a French company operating in France, even if the CLIENT is domiciled or conducts all or part of its activities outside French territory.

11. Dispute Resolution Clause

Any disagreement, claim, or dispute arising out of or in connection with these General Terms and Conditions or the Specific Conditions (including any question regarding their existence, validity, or termination) or the Services provided thereunder, shall be resolved as follows:

The Parties shall attempt to negotiate in good faith an amicable settlement of any disagreement or claim between them concerning the validity, interpretation, performance, and termination (hereinafter referred to as a “Dispute”) of these General Terms and Conditions or the Specific Service Conditions.

Accordingly, before submitting any Dispute to the competent courts below, each Party must notify the other Party of its intention to reach an amicable resolution of the Dispute. This notification shall include reasonably detailed information regarding the Dispute, along with all related documents. The Parties agree to involve their respective highest management levels in an effort to reach an amicable settlement.

If no amicable resolution is reached within thirty (30) days from the receipt of the above notification, the Dispute shall fall under the exclusive jurisdiction of the competent courts within the jurisdiction of the city of Strasbourg, including in cases involving multiple defendants, third-party claims, or summary proceedings.

12. Domicile and Notices

The Parties elect to establish their domicile at the addresses indicated in the Contract. Any change of address by either Party must be promptly notified to the other Party by registered letter with acknowledgment of receipt.

General Terms and Conditions of Sale for IT Application Development Services

Definitions 

CLIENT: the natural or legal person who signs these General Terms and Conditions (hereinafter “GTC”);

Specific Conditions: the conditions and terms for the provision of each Service taken individually;

Contract: the contractual framework comprising the GTC and the Specific Conditions of sale relating to each Service;

Parties: SdV or the Service Provider and the CLIENT;

Services: as defined in Article 2;

SdV: the company AURIC.

Article 1. Purpose

These GTC for services set out the terms and conditions under which SdV provides the CLIENT with IT development Services, as defined in Article 2 of these GTC.

SdV’s activity consists of developing a complete ecosystem around a content management system, as well as any other IT services.

Any Service entrusted to SdV implies the CLIENT’s full acceptance of these GTC, notwithstanding any contrary provisions that may appear in other documents, including any general purchasing conditions of the CLIENT, which shall not prevail over these GTC.

The GTC are complemented by Specific Conditions of sale for each Service and, together with these Specific Conditions, constitute the contractual documents binding on the CLIENT and together form the Contract.

Any deviation from these GTC that may be exceptionally accepted by SdV shall only be valid if expressly agreed in writing and shall apply solely to the specific project in question, without affecting any past or future services provided to the CLIENT.

These GTC are binding on the CLIENT, who acknowledges having read and expressly accepted them without reservation.

Article 2. Services

SdV offers the CLIENT personalized advice and the provision of IT application development Services.

The main application development tasks shall include, in particular:  

• The development of new features for the website and its extensions;
• The adaptation of the website and its extensions to technical and functional changes;
• The proposal of improvements and optimizations for the website and its extensions;
• The planning and execution of testing, acceptance, and deployment phases;
• The implementation of custom developments.

The sale of these Services shall be carried out in accordance with the provisions of Article 4.

SdV may subcontract all or part of the Service to a third-party company or to any company in which it holds a capital interest.

Article 3. Scope of the GTC

The GTC apply to all Services provided by SdV.

These General Terms and Conditions may be amended in writing, with such amendments specified in the Specific Conditions. Where applicable, they shall be binding on the CLIENT from the date of their signature and shall not apply to contracts concluded prior to that date.

Article 4. Terms of service execution

The GTC are concluded for the duration specified in the Specific Conditions (Article 5).

4.1.  Organization of service execution conditions

For the execution of the Services, SdV alone shall be responsible for:

• Selecting the personnel who will work for the CLIENT to carry out the various Services;
• Setting the deadlines for the execution of the Services;
• Providing the necessary resources and equipment for the performance of the Services;
• Exercising authority over the personnel involved.

Under no circumstances shall these prerogatives be assigned to the CLIENT.

The organizational elements for the execution of the Services shall be specified by SdV in the Specific Conditions prepared for each assignment.

Deadlines provided therein are indicative only and do not constitute strict deadlines. SdV shall not be held liable to the CLIENT for delays in the execution of the Services not exceeding thirty (30) days from the scheduled delivery date in the commercial proposal, including any delays attributable to the CLIENT.

In the event of a delay exceeding thirty (30) days, the CLIENT may request the establishment of new deadlines. If the Parties fail to agree on new deadlines for the remaining work, the CLIENT may choose to cancel the order without this cancellation giving rise to any claim for damages by either Party. Any Services already performed must be paid for.

SdV shall designate a contact person responsible for acting as an intermediary between the CLIENT and the personnel assigned to the various tasks. In the event of any dispute concerning any of the personnel working on behalf of SdV, the CLIENT agrees to inform the designated contact person as soon as possible.

4.2.  Place of service execution

The Services provided by the Service Provider shall be performed at SdV’s headquarters or at any location agreed upon by the Parties.

4.3.  Obligation to cooperate

SdV undertakes not to disrupt or interfere with the CLIENT’s operations during the execution of the Services.

The CLIENT agrees to provide, throughout the duration of the Contract, all information, data, equipment, documents, and reasonable assistance necessary to enable SdV to perform the Services and ensure their proper execution.

The CLIENT agrees to allow SdV access to its premises and to provide any information and/or documents necessary to ensure the proper management and movement of personnel working on behalf of SdV within these premises.

If the CLIENT fails to provide such information and/or documents, no liability or penalty shall be attributed to SdV or its personnel.

SdV shall designate a contact person responsible for acting as an intermediary between the CLIENT and the personnel assigned to the various tasks.

In the event of any dispute concerning any personnel working on behalf of SdV, the CLIENT agrees to inform the designated contact person as soon as possible.

SdV shall have the sole authority to take any disciplinary measures deemed necessary with respect to its personnel.

Article 5. Remuneration for services

5.1. Determination of remuneration

In consideration of the Services provided by SdV, the CLIENT shall pay the Service Provider a fixed amount, which shall be specified in the Specific Conditions relating to each assignment within the scope of the Services.

All fees are quoted in euros, net of taxes, and excluding VAT, which shall be applied at the prevailing rate.

All prices invoiced to the CLIENT by SdV are those in effect on the date of signing the Specific Conditions or their renewal, after deducting, where applicable, any discounts, rebates, or allowances.

Any additional services arising from the execution of the initial Service, requested by the CLIENT, resulting from a desire to modify the work, or required for compliance purposes, shall be subject to a separate pricing offer.

Annual price revision: prices shall be automatically adjusted each year on January 1st based on changes in the SYNTEC index published by the Fédération SYNTEC, without the need for a formal amendment.

5.2. Invoicing

Each intermediate stage in the execution of the Service that requires validation by the CLIENT shall give rise to the issuance of an interim invoice.

The final invoice shall correspond to the amount of the final statement prepared by SdV, taking into account the Services actually performed, including any additional services.

Invoicing shall be carried out electronically.

Article 6. Payment terms for remuneration

6.1 Payment conditions

SdV reserves the right to request monthly advance payments proportional to the progress of the Services for any assignment exceeding one (1) month. This option must be specifically mentioned in the Offer submitted for the CLIENT’s acceptance.

Unless otherwise specified, the price is payable within thirty (30) days from the invoice date by bank transfer.

Payments made by the CLIENT shall only be considered final once SdV has effectively received the amounts due.

6.2 Late payments

In the event of late payment by the CLIENT beyond the due date indicated on the invoices issued, late payment penalties calculated at a rate of twelve percent (12%) of the total amount, including VAT, of the relevant invoice shall automatically and without formalities accrue to SdV, without the need for any prior notice.

Late payment shall make all amounts due to SdV immediately payable, without prejudice to any other action that SdV may be entitled to take against the CLIENT.

In addition, a fixed indemnity for recovery costs of forty euros (40 €) shall be automatically due by the CLIENT in the event of late payment, without prior notice.

SdV reserves the right to claim additional compensation from the CLIENT if the actual recovery costs incurred exceed this amount, upon presentation of supporting documentation.

Article 7. Liability

7.1. Liability of the company

Within the scope of the Services provided, SdV is only bound by an obligation of means and cannot, under any circumstances, be held to an obligation of result.

SdV cannot be held liable for:

• The inaccuracy or untruthfulness of information or data, whether material, financial, legal, technical, or personal, provided by the CLIENT;
• Connection failures and any other incidents preventing the operation of developments external to SdV;
• The profitability of the use made of the Services by the CLIENT;
• Delays by the CLIENT in providing information or clarifications necessary for the execution of the Service.

SdV’s liability may only be engaged in the event of a direct serious fault and is limited to direct damages. Under no circumstances shall SdV be liable to the CLIENT or any third party for any indirect damages.

SdV shall in no case be held responsible for indirect damages suffered by the CLIENT arising from or in connection with the execution of this Contract and its consequences. By indirect damages, it is understood, without limitation, losses of income or profits, loss of opportunity, commercial damages, or the consequences of complaints or claims from third parties against the CLIENT, even if SdV had been informed of the possibility of such damages.

In any case, SdV’s liability for damages suffered by the CLIENT, for whatever reason and under any legal basis, whether individual or cumulative, shall be expressly limited and shall not exceed the amount actually received by SdV for the performance of the Services over the preceding twelve (12) months.

7.2. Liability of the client

The CLIENT has, prior to signing the GTC and the Specific Conditions, verified that the Services meet its needs and acknowledges that all advice and information necessary to enter into the Contract have been provided.

The CLIENT agrees to use the Services in compliance with applicable laws and regulations and the provisions of the Contract. The CLIENT is responsible for the use of the Services by itself, its users, or any third party acting on its behalf. Any use beyond the limits set forth in the Contract shall be the sole responsibility of the CLIENT.

Article 8. Confidentiality

The Parties undertake to treat as strictly confidential all information, of whatever nature and in whatever form, that they exchange with each other in connection with the performance of the Contract, including information shared prior to the signing of the GTC and the Specific Conditions. This confidentiality obligation also covers trade secrets and financial specifications relating directly or indirectly to either Party or to the Services.

Accordingly, the Parties shall not disclose such information for any reason whatsoever, unless it has entered the public domain, in any form, under any title, or to any person.

The Parties undertake to share such information only with natural or legal persons who have a direct need to know it for the proper performance of the Services. In this context, the Parties must inform these persons of the strictly confidential nature of the information and obtain their commitment to maintain confidentiality.

The Parties guarantee the proper fulfillment of this confidentiality obligation by their employees.

This confidentiality commitment shall remain in force for the duration of the Contract and, in any case, shall continue for a period of five (5) years after the termination of the Contract, regardless of the reason for termination.

Article 9. Protection of personal data

The personal data collected by SdV in connection with the provision of the Services (mainly first name, last name, postal address, phone number, email address, and bank details) are recorded in its client database.

All information collected is necessary for the conclusion and performance of the Contract and will be used for the proper management of the relationship with the CLIENT, the execution of the Services, and the promotion of SdV’s Services.

The processing of personal data carried out by SdV is described in more detail in SdV’s GDPR policy, which has already been communicated, and which the CLIENT acknowledges.

The CLIENT acknowledges having read and understood SdV’s GDPR policy.

Article 10. Intellectual property

The developments and associated documentation of the software developed by SdV, excluding custom developments, are and shall remain the property of SdV.

The CLIENT is prohibited, under these General Terms and Conditions, from reproducing any part of the code by any means, in any form, or on any medium, except as necessary for the use permitted under this Contract.

Article 11. Force majeure

Neither Party shall be held liable for any damages, delays, non-performance, or partial performance of its obligations where such issues result from an event that may be considered by a French court as constituting a case of force majeure.

For this purpose, force majeure refers to any unforeseeable and irresistible event within the meaning of Article 1218 of the French Civil Code, including, without limitation: fires, explosions, floods, strikes, lockouts, epidemics, pandemics, riots, war, suspension of internet connections or any other impossibility of accessing the internet, or insufficient staffing, notably due to health measures related to COVID-19 or any other epidemic or pandemic.

The Party experiencing the event must promptly inform the other Party of its inability to perform its obligations and justify the situation. The suspension of obligations shall in no case constitute grounds for liability for non-performance nor give rise to any damages or late penalties.

The performance of the obligation shall be suspended for the duration of the force majeure event if temporary, but in no case shall this exceed ninety (90) days. Consequently, once the cause of the suspension of their mutual obligations has ceased, the Parties shall make all reasonable efforts to resume normal performance of their contractual obligations as soon as possible. In this regard, the affected Party shall notify the other Party of the resumption of its obligation by registered letter with acknowledgment of receipt or any other extrajudicial act.

If the impediment is permanent or exceeds ninety (90) days, the Contract shall be terminated automatically due to force majeure.

Article 12. Termination

12.1. Termination for Force Majeure

The automatic termination for force majeure as described in Article 11 may only occur fifteen (15) days after a formal notice has been sent by registered letter with acknowledgement of receipt or by any other formal legal instrument.

12.2. Termination for Sufficiently Serious Breach of an Obligation

The non‑defaulting Party may, in the event of a sufficiently serious non‑performance of any of the obligations incumbent on the other Party, notify the defaulting Party by registered letter with acknowledgement of receipt of the termination of this Agreement for fault, with effect fifteen (15) days after receipt of a formal notice to perform that has remained without effect, in accordance with the provisions of Article 1224 of the French Civil Code. dispositions de l’article 1224 du Code civil.

12.3. Termination for Breach of Contractual Obligations

In the event of non-compliance by the CLIENT or by SdV with any one or more of the following obligations:

• Delay exceeding 30 days in the implementation of the Services attributable to SdV (Article 4);
• Non-compliance with payment terms;
• Non-respect of intellectual property rights (Article 10);

It is expressly understood that termination for a Party’s breach of its obligations shall take effect automatically fifteen (15) days after the sending of a formal notice letter sent by the other Party by registered mail with acknowledgment of receipt, which remains without effect.

The formal notice shall specify the failure(s) observed.

Article 13. Consequences of Termination – Restitutions – Reversibility

Upon termination of the contractual relationship, SdV undertakes to cease using any files or documents entrusted by the CLIENT for the performance of its contractual obligations.

SdV shall return to the CLIENT, within a maximum period of one (1) month, all documents and information, in any form whatsoever, that have been provided to it by the CLIENT in connection with the performance of the Services. In order to enable the CLIENT to ensure the continuity of its activities following the termination of the contractual relationship between the Parties, for whatever reason, SdV shall ensure the reversibility of the Services performed under these contractual relations over a period of one (1) month, by making available to the CLIENT the elements necessary for any transfer of the Services.

Reversibility shall be achieved by making the CLIENT’s data available, it being the responsibility of the latter to carry out the export operations.

SdV may provide a reversibility service by exporting the data. Any request to this effect shall be subject to an additional quote.  

Article 14. Nullity

If any of the clauses of these General Terms and Conditions of Sale or the Specific Terms and Conditions of Sale is declared null and void, such nullity shall only result in the annulment of these Terms as a whole if the clause is deemed, in the intention of the Parties, to be substantial and determinative of their consent, and provided that the overall balance of the Agreements cannot be preserved.

In the event of a null clause, the Parties shall, in any event, endeavour to renegotiate an economically equivalent clause.

Article 15. Applicable Law

By express agreement between the Parties, these General Terms and Conditions, as well as the Specific Terms and Conditions, are governed by French law.

They are drafted in French. In the event that they are translated into one or more languages, only the French text shall prevail in the event of a dispute.

Article 16. Dispute Resolution Clause

Any dispute, claim or litigation arising out of or in connection with these General Terms and Conditions or the Specific Terms and Conditions (including any question relating to its existence, validity or termination) or the Services referred to therein, shall be resolved as follows:

The Parties shall attempt in good faith to negotiate an amicable settlement of any dispute or claim between them concerning the validity, interpretation, performance and termination (hereinafter referred to as a “Dispute”) of these General Terms and Conditions or the Specific Terms and Conditions for Services.

Accordingly, before submitting any dispute to the competent jurisdiction below, each Party must notify the other Party of its intention to reach an amicable resolution of the dispute. This notification shall contain reasonably detailed information on the dispute, as well as all related documents. The Parties undertake to involve their respective senior management in order to attempt to reach an amicable settlement of the dispute.

Failing an amicable settlement within thirty (30) days from receipt of the aforementioned notification, the dispute shall fall under the exclusive jurisdiction of the competent Courts of the jurisdiction of the city of STRASBOURG, even in the event of multiple defendants, third-party proceedings or interim measures.

Article 17. Acceptance of the GTC

These General Terms and Conditions are expressly approved and accepted by the CLIENT, who declares and acknowledges having perfect knowledge thereof, and thereby waives the right to rely on any contradictory document and, in particular, its own general terms of purchase, which shall be unenforceable against SdV, even if SdV has taken cognizance thereof.

General Terms and Conditions for the Provision and Use of a Solution  

Article 1 – Scope of the General Terms and Conditions  

These General Terms and Conditions are intended to define the terms and conditions under which the company AURIC (hereinafter referred to as “SdV”) provides to the professional CLIENT (hereinafter referred to as the “CLIENT”) its Solution(s) (hereinafter the “Solution”) as detailed in the contract. The General Terms and Conditions form an integral part of the contract signed by the CLIENT (hereinafter the “Contract”).

Prior to signing the Contract, of which these General Terms and Conditions form an integral part, the CLIENT has provided SdV with its specifications / requirements. SdV has presented its Solutions to the CLIENT. The CLIENT has decided to retain the Solution that meets its expectations.

The Parties have therefore agreed, on the basis of the quote and the Contract, to enter into this commitment.

These General Terms and Conditions apply, without restriction or reservation, to all Solutions provided by SdV to its CLIENTS, regardless of any clauses that may appear in the CLIENT’s documents, and in particular its general terms of purchase, unless expressly and in writing derogated from, by a document co-signed by the Parties.

The CLIENT’s acceptance of the Contract entails unconditional acceptance of these General Terms and Conditions. 

Article 2 – Definitions  

Terms with their first letter in capital letters shall have the following meaning between the Parties:

Alert: means the receipt of information regarding a malfunction of the Solution. Alerts may be of two types:

• Receipt of a message sent automatically by a probe that checks in the background various functionalities of the Solution or various metrics representing the health of the platform.
• Receipt of a ticket posted to our Technical NOC (requete.sdv.fr) by the CLIENT.

CLIENT: designates the CLIENT as well as any entity:  

• Subsidiary of the CLIENT within the meaning of Article L233-1 of the French Commercial Code;
• In which the CLIENT holds a stake within the meaning of Article L233-2 of the French Commercial Code;
• Directly or indirectly controlled by the CLIENT within the meaning of Article L233-3 of the French Commercial Code.

Bug: any design, implementation, or programming error in the Solution that prevents the normal use of all or part of the Solution or causes an incorrect result or action when the Solution is used in accordance with the instructions.

Dashboard: means the screen composed of modules that allows tracking the status of emailings.

Malfunction: any operating anomaly, whether due to a bug or to an external cause, excluding malfunctions resulting from a user error by the CLIENT or an event outside SdV’s control.

Documentation: means all French-language documents relating to the Solution describing its features in terms of functionalities and performance as well as its usage procedures.

Data: means all information and data of the CLIENT, including all personal data within the meaning of the General Data Protection Regulation (GDPR), entered, input or downloaded automatically or by the CLIENT into the Solution, or processed, modified or generated by or via the Solution. The Data are Confidential Information and remain the property of the CLIENT.

Personal Data: means data which, within the meaning of data protection legislation (GDPR), allow the designation or identification, directly or indirectly, of a natural person.

E-mailing: means an element created for the purpose of displaying editorial content.

E-mailing Generation: means the process of retrieving editorial data for the e-mailing.

Confidential Information: all information, documents of any kind and know-how transmitted between the Parties, or transmitted during the preliminary discussions prior to the signing of the Contract.

Security Incidents: means any malfunction setting the security standard at a level lower than that of classification standard 4.

Maintenance: all configurations and programs installed or to be installed after their acceptance by SdV.

Three (3) levels of severity of malfunctions are to be distinguished: 

• Blocking Malfunction: any malfunction rendering impossible the use of all functionalities of the Solution. This priority requires the implementation of an emergency procedure.
• Major Malfunction: any malfunction allowing the Solution to operate only for a portion of its functionalities. 
• Minor Malfunction: any malfunction allowing the full operation of the Solution across all its functionalities, but by means of unusual procedures. Such malfunctions may be grouped together for correction after addressing the higher priorities. 
• Update: means a version of the Solution comprising corrections and/or adaptations and/or non-substantial modifications to existing functionalities.  
• New Version: means any new version of the Solution comprising new functionalities.
• Platform: means the servers and SdV’s technical infrastructure that host the Solution and accessible by the CLIENT via an Internet connection.
• Solution: means all the Solutions that SdV undertakes to provide to the CLIENT in performance of the Contract as defined therein and which include in particular (i) making the Solution available to the CLIENT, (ii) hosting the Solution and the Data, (iii) administration and support of the hosting servers, (iv) backup of the Data, (v) support and corrective maintenance of the Solution, and (vi) correction of Security Incidents.
• User(s): means any person employed by the CLIENT acting under its control and responsibility.

Article 3 – Purpose  

Purpose

These General Terms and Conditions are intended to define the terms and conditions under which SdV undertakes to make the Solution available to the CLIENT.

Article 4 – Services  

These General Terms and Conditions describe the terms and conditions under which SdV makes the Solution available to the CLIENT, which is accessible remotely via the Internet network. In this context, SdV grants to the CLIENT, who accepts:

• A right of access to the SdV server,
• A right of use of the Solution,
• Corrective maintenance adapted to the Solution provided.

4.1. Access to the Solution – Availability

The Solution is accessible by the CLIENT at all times, 24 hours a day, 7 days a week, except during scheduled maintenance periods, cases of force majeure, or interruptions required for security reasons, under the conditions set forth below.

SdV generates the administrator identifier(s) (hereinafter the “Administrator Identifier(s)”) and provides them to the CLIENT in order to grant it access to the Solution.

It is the CLIENT’s responsibility to generate the user identifier(s) (hereinafter the “User Identifier(s)”) in order to grant access to the Solution to its own Users (hereinafter the “Users”).

SdV recommends that the CLIENT and the Users change the initially generated passwords, whether generated by SdV or the CLIENT.

Access is carried out as follows: 

• from the CLIENT’s and/or Users’ terminals (fixed or mobile);

• by means of the provided identifiers (Administrator Identifiers or User Identifiers).

The CLIENT undertakes to ensure that the use of the Solution by the Users complies in all respects with the general terms of use provided by SdV and these General Terms and Conditions.

The identifiers are personal and confidential. They may be changed by the CLIENT (for Administrator Identifiers) and by the Users (for User Identifiers) directly within the Solution. The CLIENT undertakes to take all necessary measures to keep its Administrator Identifier(s) secret and not to disclose them in any form whatsoever.

The CLIENT is fully responsible for the use of the identifiers and for safeguarding the Administrator Identifiers provided to it. In general, the CLIENT assumes responsibility for the security of the individual terminals used to access the Solution. If the CLIENT becomes aware that another person has accessed it, the CLIENT shall inform SdV without delay and confirm this by registered letter.

In the event of loss or theft of an identifier, the CLIENT or the Users may change their identifiers directly via the Solution.

The CLIENT is aware of the technical hazards inherent in the Internet and the access interruptions that may result therefrom. Accordingly, SdV shall not be liable for any unavailability or slowdown of the Solution. SdV cannot guarantee the continuity of the Solution, executed remotely via the Internet, which the CLIENT acknowledges.

SdV undertakes to implement effective controls providing reasonable assurance that the CLIENT can access and use the Services concerned at the times specified herein.

Access to the Solution may be occasionally suspended due to maintenance interventions necessary for the proper operation of the Solution.

SdV shall not be liable for any impact of such unavailability on the CLIENT’s activities.

SdV shall be liable for all consequences of an interruption or suspension of the Solution for maintenance if the present procedure has not been complied with by SdV and in particular if it has not warned the CLIENT sufficiently in advance and by all means available to it so as to enable the CLIENT to anticipate the maintenance suspension and adapt its operations, if necessary.

Notice periods shall be approximately five (5) days for standard maintenance, forty-eight (48) hours for critical situations, and without notice for emergencies.

The CLIENT shall ensure that the confidentiality of Identifiers and passwords is respected by its Users. Identifiers and passwords may only be used to allow access to the Solution by Users authorised by the CLIENT and for the purpose of securing the CLIENT’s Data. Identifiers and passwords may not be communicated to third parties, including other Users.

The CLIENT is solely and fully responsible for the use and confidentiality of Identifiers and passwords and shall ensure that only authorised persons have access to the Solution. It shall inform SdV without delay if it detects a security breach related in particular to the voluntary disclosure or misappropriation of Identifiers and passwords, so that SdV can take without delay any appropriate measures to remedy the security breach.

SdV reserves the right in all cases to close or suspend the account of the User concerned, without any liability on its part under the Contract.

Access to the Solution may also be temporarily interrupted for reasons of necessity related to the Solution and in particular to ensure the maintenance of SdV’s servers. In this case, the CLIENT shall be notified by email in advance.

Total interruption of the Solution for maintenance purposes shall not exceed one (1) day.

In the event of a security breach detected by SdV that seriously compromises the security of the Solution and/or the Data, SdV may, without notice, temporarily interrupt the Solution in order to remedy the security breach as quickly as possible.

SdV shall be liable for any damage suffered by the CLIENT resulting from any interruption of the Solution that does not comply with the procedure described in this Article, in particular in the event of loss or deterioration of Data due to the unannounced and unprogrammed interruption of the Solution by SdV, unless such interruption is due to the proven need to remedy a security breach likely to compromise the CLIENT’s Data. 

4.2. Rights of Use of the Solution
 

SdV grants the CLIENT, on a non-exclusive basis, a right of access to and use of the Solution and its Documentation by the Users, for the duration of the Contract and worldwide.

The CLIENT may only use the Solution in accordance with its needs and the Documentation. In particular, the licence relating to the Solution is granted solely for the purpose of enabling the CLIENT to use the Solution, to the exclusion of any other purpose.

The right of use shall mean the right to display and implement the Solution in accordance with its purpose, via a connection to an electronic communications network.

The CLIENT may make the Solution available to its Users, to the exclusion of all other persons. Any making available to third parties outside the CLIENT’s company must be subject to a written agreement co-signed by the Parties.

The CLIENT is strictly prohibited from any other use, in particular any adaptation, modification, translation, arrangement, distribution, decompilation, without this list being exhaustive.

The CLIENT is responsible for the proper use of the Solution by the Users.

The CLIENT may not assign the right of access to the Solution in any way whatsoever without the prior written consent of SdV.

Subject to SdV’s written authorisation, the CLIENT is authorised to allow a third party to access the Solution under the same conditions as the CLIENT, for the purpose of services provided by such third party on its own behalf (for example, in the context of an outsourcing project) or any other circumstance agreed between the Parties. In such a case, the CLIENT guarantees that the third party it has selected respects all of SdV’s rights in the Solution, and remains fully liable for any damaging consequences that may affect the Solution. 

4.3.  Modalities for Provision of the Solution

The Solution is provided within an infrastructure whose terms, shared or dedicated, are specified in the Contract.

SdV may, at any time, modify the Solution, or change the manner in which the Solution is provided, provided that it can reasonably be assumed that this will not cause any inconvenience to the CLIENT, or if such modification improves the Solution.

The CLIENT acknowledges having been informed by SdV of all the technical prerequisites necessary for the optimal operation of the Solution. The CLIENT is further informed that these prerequisites may evolve, in particular for technical reasons. If an evolution occurs during the term of the Contract, the CLIENT will be informed in advance.

The CLIENT is solely responsible for access to the Solution and must take all necessary measures to maintain such access. SdV shall not be liable for any inability to access the Solution under the conditions described in Article 4.1.

The CLIENT undertakes not to allow unauthorised persons to access the Solution and to ensure that each authorised person complies with the confidentiality rules relating to their Identifiers.

Access to the Solution is authorised for the number of simultaneous Users specified in the Contract.

The CLIENT is informed that, when the maximum number of Users who can connect simultaneously is reached, access to the Solution is impossible for any other User until one of the Users logs off.

4.4. Volume Metrics 

The storage volume selected by the CLIENT is specified in the Contract.

The Contract is calibrated upstream by the Parties according to the CLIENT’s needs. In addition, it is the CLIENT’s responsibility to comply with the volume thresholds indicated in the Contract and to notify SdV in the event of an increase in its processing capacity requirements.

If the CLIENT exceeds the volume thresholds for which the hosting has been calibrated, SdV shall not be liable for any potential malfunction of the Solution.

In the event of exceeding the storage volume, the CLIENT shall be immediately notified and must opt either to upgrade to the higher storage volume tier, which will be invoiced pro rata temporis from the date of actual exceedance of the initially agreed volume, or to return below the initial storage volume within a maximum period of one (1) month by paying the increased rate for the actual duration of exceedance. 

Article 5 – Obligations of the Parties

5.1.  Obligations of SdV

SdV undertakes to make the Solution available to the CLIENT and to provide the Solution in compliance with these general terms and conditions, and according to best practices, from the effective date specified in the Contract.

As a professional in IT solutions, SdV has informed, advised, and warned the CLIENT about any element or circumstance of which SdV is aware that could hinder the proper execution of the Contract, which the CLIENT acknowledges.  

5.2 Obligations of the CLIENT 

The CLIENT must provide SdV with all elements and information necessary or useful for the execution of the Contract.

The CLIENT collaborates with SdV to ensure proper execution of the Solution provision, allocating necessary resources and personnel, and responding promptly to SdV’s inquiries. Failure to provide documents and information within requested deadlines and formats allows SdV to postpone agreed deadlines accordingly.

Information disseminated on the internet at the CLIENT’s request falls under its sole responsibility. The CLIENT commits to complying with all applicable legal and regulatory provisions on computing, files, and freedoms, and to constantly monitor public information to eliminate unlawful content before dissemination.

Consequently, SdV bears no responsibility for the content of information, data nature, or any related consequences from service execution.

When SdV acts solely as a technical intermediary (e.g., domain name reservation, advertising), the CLIENT adheres to third-party terms, remains solely liable to such entities, complies with legislation and third-party rights, and indemnifies SdV against resulting damages.

Absent a specifications document or precise indications before Solution rollout, the CLIENT accepts SdV’s interpretation for implementation.

All documents (photos, text, etc.) for integration must be error-free, double-checked and corrected by the CLIENT beforehand, and provided in exploitable formats (editable digital text, high-resolution photos, high-definition files). 

Article 6 – Intellectual Property 

6.1. Intellectual Property Rights and Use of the Solution

The Solution, and the associated Documentation, are and remain the property of SdV.

By these general terms and conditions, the CLIENT is prohibited from reproducing any element of the Solution’s code, by any means, in any form, and on any medium.

The intellectual property relating to the Solution and the relevant documentation is described in the Contract.

The Solution may consist of the Core Engine and Generic Modules. The intellectual property of the Core Engine belongs to SdV. The Core Engine is autonomous; it can function independently, without “modules”. The “Modules” are complementary features that enhance the Core Engine.

The Generic Modules have also been developed by SdV, which owns them.  

6.2. Warranty of Eviction

SdV warrants that it holds all intellectual property rights necessary to enter into these general terms and conditions and that, as such, the Solution provided in performance of the Contract does not infringe third-party rights and does not constitute counterfeiting of a pre-existing work.

SdV warrants the CLIENT against any third-party claim action based on counterfeiting, unfair competition, and/or parasitic acts resulting from, or related to, the CLIENT’s use of the Solution.

Article 7 – Maintenance   

7.1. Corrective Maintenance and Support

7.1.1. Corrective Maintenance

Under corrective maintenance, SdV handles the correction of any malfunctions of the Solution, as well as the restoration of damaged files resulting from such malfunctions, as they arise and as quickly as possible, depending on the type of malfunctions observed (hereinafter referred to as the “Maintenance”).

Maintenance covers all configuration and programs installed or to be installed after their acceptance by SdV.

Three (3) levels of severity of malfunctions must be distinguished. 

• Blocking Malfunction : any malfunction rendering impossible the use of all functionalities of the Solution. This priority requires the implementation of an emergency procedure.

• Major Malfunction: any malfunction allowing the Solution to function only for a part of its functionalities.

• Minor Malfunction: any malfunction allowing the complete operation of the Solution in all its functionalities, but by means of unusual procedures. Such malfunctions may be grouped together for correction after clearing the previous priorities.

7.1.2. Exclusion of Evolutionary Maintenance  

Evolutions of the Solution concerning the creation or modification of programs, forms, query creation, parameter modifications, and all operations requested by the CLIENT that are not motivated by the response to a malfunction are not covered by the Maintenance.

Evolutions of the Solution are handled in project mode (complete detailed specifications, developments, acceptance testing, non-regression tests, production deployment) and will be subject to a specific and separate quote.

7.1.3. Assistance  

Assistance covers all responses to questions about the operation of the Solution, its use, the results produced, advice, and opinions (hereinafter, the “Assistance”). Assistance requests do not involve any modification of data, programs, or configuration by SdV’s teams.

SdV undertakes to provide the CLIENT with the technical assistance necessary for the proper use of the Solution and to provide all advice and information enabling optimal use.

SdV will respond to all questions concerning the use of the Solution.

7.2. Procedures

7.2.1. Traitement des demandes  

Requests must be sent by email and received on the ticket management Platform.

The SdV project manager will classify them into one of the following categories: 

• Assistance ; 

• Corrective Maintenance; 

• Evolutionary Maintenance (out of contract; subject to separate quote)  

It is after qualification of the ticket that the technical team will be able to intervene.

7.2.2. Demandes d’assistance  

Assistance Process 

• Written request sent by email to the support address provided in advance to the CLIENT.

• Receipt of the request on the Ticket Management Platform.

• Handling of the request and analysis of needs by SdV.

• Written response by SdV to the issuer or telephone appointment if needed.

7.2.3. Corrective maintenance

Maintenance Process:

• Written request sent by email to the support address previously provided to the CLIENT;

• Receipt of the request on the Ticket Management Platform;

• Systematic response from the Maintenance Solution regarding qualification and intervention deadlines;

• Handling of the request, diagnosis, analysis, and correction tracked on the Ticket Management Platform;

7.2.4. Response Times for Handling

The notion of response time is a commitment made by SdV to provide a response, an estimated workload, a fix (or at minimum a workaround or recommendation) within the deadlines defined below.

For requests concerning third-party actors (e.g., hosting provider), the commitment is limited to initiating the support request with the relevant actor.

Response times will depend on the severity level of the malfunction(s) and the importance of the fixes to be applied.

Response times are as follows (in business days):

 

• Assistance (support request): D+2;

• Maintenance;

• Blocking malfunction: D+1;

• Major malfunction: D+3;

• Minor malfunction: as per the defined delivery cycle (approximately two (2) weeks), with minor malfunctions delivered in batches.

All maintenance requests must be validated by SdV on the Ticket Management Platform before being handled.

Article 8 – Personal Data  

Each Party undertakes to comply with applicable legal provisions regarding the protection of personal data, and in particular the law of January 6, 1978 relating to data processing, files and freedoms, as well as the European Regulation on the Protection of Personal Data (GDPR) which came into force on May 25, 2018, for the processing for which it is responsible and implemented under the Contract.

8.1. Processing of personal data as data controller (with regard to its own CLIENTS and natural persons representing them) 

As part of providing the ordered Solution, SdV is required to collect and process certain Personal Data of Data Subjects:

Nature of the operations performed on the data (e.g., data storage)	Import, Export, Storage, Backup
Purpose(s) of the processing	Access management, Contract management, Subscription management, CLIENT account management (Lawfulness criteria: GDPR Article 6)
Categories of personal data processed	Civil status, Last name, First name, Email, Identification data (password, subscriber number or registration ID, address, city, postal code, country, landline and/or mobile phone), Professional data, Connection data, Personalization data
Categories of data subjects	Back-office users
Duration of data retention or criterion justifying data retention (to be differentiated from the contract duration)	Back-office users belonging to the CLIENT’s personnel: duration of Back-office use, which shall not exceed 5 years after the end of the Contract.
Contact point	rgpd@sdv.fr

To enable SdV to fulfill its obligation of accuracy and updating of Personal Data, the CLIENT undertakes to inform SdV of any changes relating to its Personal Data.

Access to Personal Data is strictly limited to SdV’s employees and Users authorized to process it due to their functions.
The potential recipients of the data are entirely located in France or, failing that, within a member country of the European Union.

The information collected may be communicated to third parties contractually linked to SdV for the performance of subcontracted tasks, without requiring the CLIENT’s authorization. It is specified that, in the context of performing their services, these third parties have only limited access to Personal Data and are obliged to use it in compliance with applicable legislation.

The Personal Data collected and processed by SdV is stored on servers located in the European Union, in compliance with current regulations.
In the event that SdV wishes to carry out further processing of Personal Data for a purpose other than that mentioned above, SdV undertakes to provide the CLIENT in advance with all relevant information regarding this new purpose.

By signing the Contract, the CLIENT is informed of how its Personal Data will be processed and that the provision of Personal Data is a condition for concluding the Contract and necessary for providing the Solution. In the event of refusal by the CLIENT, the Contract cannot be considered as accepted and binding the parties.

In accordance with the amended Data Processing and Freedoms Law of January 6, 1978, the GDPR, and any other applicable regulations that may subsequently supplement or replace them, Data Subjects have (i) a right of access to data concerning them, (ii) a right to rectification, (iii) a right to erasure, (iv) a right to restriction of processing, (v) a right to data portability, (vi) a right not to be subject to an automated individual decision, (vii) a right to object at any time, for reasons relating to their particular situation, to processing of Personal Data based on the legitimate interest pursued by SdV, (viii) a right to query SdV on its GDPR compliance process, and (ix) a right to define general and specific directives defining how the Data Subject intends for the above-mentioned rights to be exercised after their death.
Data Subjects may exercise all of the above rights by sending a formal request to SdV at the following addresses:

Postal address: 15, rue de la Nuée Bleue
67000 STRASBOURG
or

email: rgpd@sdv.fr

Data Subjects also have the right to lodge a complaint with the French supervisory authority, the National Commission for Data Protection and Liberties (CNIL), via its website (www.cnil.fr) or by mail (3 Place de Fontenoy – TSA 80715 – 75334 PARIS CEDEX 07). 

8.2. Due to its status as a personal data processor

In the context of using the ordered Solution, SdV is required to collect and process personal data of natural persons, the CLIENT’s end customers.
Due to the provision of the Solution, the CLIENT is the data controller on whose behalf SdV, as the data processor, implements personal data processing of natural persons.

In accordance with Article 28.3 of the GDPR, the parties enter into a data processing agreement.

Article 9 – Audit 

Once per year, the CLIENT may conduct itself or through an independent third party at its exclusive expense – subject to fifteen (15) business days’ prior notice – tests and audits of all or part of the Solution, including with authorized subcontractors, to ensure compliance with the general terms and conditions and the Contract.

This audit must in no way allow the CLIENT or its agents to access SdV’s confidential information, trade secrets, or intellectual property rights. The audit is authorized solely to enable the CLIENT to verify the preservation of its Data.

A complete copy of the audit report must be sent to SdV.

SdV shall be entitled to require the CLIENT’s employees, agents, or the designated third party’s personnel conducting the audit operations to sign a confidentiality agreement prohibiting them from disclosing information gathered during the audit to any person other than the CLIENT. SdV shall be entitled to refuse access to its facilities to any person who has not signed the confidentiality agreement.

The CLIENT shall ensure that the audit operations do not disrupt SdV’s operations. SdV shall inform the CLIENT of any difficulties that may arise during the audit operations due to the designated persons.

 

Article 10 – Price and Subscription   

The financial conditions are provided for in the Contract.

In the event of late payment and remittance of sums due by the CLIENT after the payment date indicated on the invoices sent to it, late payment penalties calculated at a rate of twelve percent (12%) of the VAT-inclusive price amount shown on said invoice shall be automatically and as of right acquired by SdV without any formality or prior formal notice.

Late payment shall result in the immediate due date of all sums owed by the CLIENT to SdV, without prejudice to any other action that SdV would be entitled to take against the CLIENT in this respect.

In the event of non-compliance with the payment conditions set forth above, SdV reserves the right to additionally suspend or cancel the provision of the Solution ordered by the CLIENT.

Finally, a flat-rate indemnity for recovery costs in the amount of forty euros (€40) shall be due, as of right and without prior notification by the CLIENT in the event of late payment. SdV reserves the right to request additional compensation from the CLIENT if the actual recovery costs incurred exceed this amount, upon presentation of supporting documents.

Annual price revision: prices are automatically revised each year on January 1st, based on the evolution of the SYNTEC index published by the SYNTEC Federation, without the need to establish an amendment.

Article 11 – Warranties  

SdV makes no other express or implied warranties regarding the Solution, including, in particular, any implied warranty of merchantability or suitability of the Solution for a particular purpose. SdV does not warrant the results of the Solution and is bound only by an obligation of means. It does not warrant that the Solution’s features will meet the CLIENT’s requirements. The Parties acknowledge that the Solution may contain errors and that not all errors are economically fixable or that it is not always necessary to correct them. SdV therefore does not warrant that all failures or errors of the Solution will be corrected.

In any event, if SdV’s liability is upheld, the warranty would be limited to the annual ex-VAT amount paid by the CLIENT for the provision of the Solution, to the exclusion of any indirect damages of any kind, including loss of business and commercial damages, and in any case within the limit of the ceiling of the civil liability insurance taken out by SdV at €3 (three) million for all claims of the year for the entire group.

SdV will take all necessary precautions to prevent the introduction of malicious programs into the CLIENT’s computer system and will take all appropriate measures if it detects the existence of such a malicious program. If SdV or the CLIENT detects the presence of a malicious program, SdV and the CLIENT agree to collaborate to identify its source by mutual agreement and to eliminate its consequences.

If it is found that the introduction of a malicious program is exclusively attributable to the CLIENT, the latter shall bear in full the costs of diagnosis, restoration of the information system, and Data recovery if the Data has been damaged.

If it is found that the introduction of a malicious program is exclusively attributable to SdV, the latter shall bear the costs of diagnosis, restoration of the information system, and Data recovery if the Data has been damaged. 

Article 12 – Liability   

SdV shall in no event be liable for indirect damages suffered by the CLIENT that may arise from or in connection with the performance of this Contract and its consequences. Indirect damages shall include, without limitation, loss of earnings or profits, loss of opportunity, commercial damages, and the consequences of complaints or claims by third parties against the CLIENT, notwithstanding that SdV has been notified of the possibility of their occurrence.

In any event, SdV’s liability, in the event of damage to the CLIENT, for any reason whatsoever and regardless of the legal basis invoked or upheld, all damages combined and cumulative, shall be expressly limited and shall in no case exceed the annual ex-VAT amount paid, over the last 12 months, by the CLIENT for the provision of the Solution under the contract.

SdV’s liability shall in no event be sought in the event of: 

• use of the Solution in a manner not provided for in the user Documentation or use not expressly authorized by these general terms and conditions;

• modification of all or part of the Solution or of the information accessible via the Solution not performed by SdV or by one of its approved subcontractors;

• use of all or part of the Solution while SdV, following a difficulty or for any other reason, had recommended suspending its use;

• use of the Solution in an environment or configuration not complying with SdV’s technical prerequisites, or in connection with third-party programs or data not expressly approved by SdV;

• of any damage resulting from fault or negligence of the CLIENT, or which the latter could have avoided by seeking SdV’s advice;

• for damages caused to the CLIENT as a result of use of the Solution that proved non-compliant with SdV’s prescriptions and industry standards;

• use in connection with the Solution of programs not provided or approved by SdV and likely to affect the Solution or the CLIENT’s Data.

Article 13 – Non-Regression Warranty 

SdV undertakes to guarantee for the future a Solution equivalent in performance and functionality to the existing Solution on the date of signature of these presents.

Article 14 – Security Warranty

SdV undertakes to preserve the integrity and confidentiality of the information transmitted by the CLIENT via the Solution.

Article 15 – Warranty of Evolution

SdV guarantees the Platform’s scalability in terms of both storage capacity and technical aspects for the duration of these presents, limited to 2 versions.

Article 16 – Insurance  

SdV declares that it is insured with a notoriously solvent insurance company (Professional Liability Insurance Certificate in appendix) established in France, and guarantees in this respect that it holds an insurance policy covering all pecuniary consequences of its professional, tort and/or contractual civil liability for bodily, material and immaterial damages that it, its employees and/or subcontractors may cause to the CLIENT under this contract. SdV undertakes to pay future premiums and to provide, at the CLIENT’s simple request, any subsequent proof of payment.

SdV undertakes to keep this insurance in force throughout the term of the Contract. In the event of any amendment, SdV undertakes to take all necessary precautions, at its own expense, to ensure uninterrupted coverage as specified in the insurance certificate and to provide a new certificate to the CLIENT. 

Article 17 – Confidentiality 

The Parties undertake to treat as strictly confidential, both within their own organization and vis-à-vis third parties, whether related or not, the information, documents of any nature, and know-how (hereinafter referred to as “Confidential Information”), transmitted to them by the other Party (or transmitted to them in the context of the preliminary discussions prior to the signing of the Contract).

To this end, the Parties communicate Confidential Information only to persons assigned to the performance of the service and undertake not to use the Confidential Information, directly or indirectly, in whole or in part, for any purpose whatsoever, outside the performance of the Contract.

SdV undertakes to respect the CLIENT’s exclusive reproduction rights and not to distribute any copy or reproduction, in any form whatsoever, of the data files without the latter’s express authorization. SdV cannot, however, in any case, be held responsible for the actions of the end users of the web solutions (data retrieval, duplication, etc.).

The documents or information entrusted by the CLIENT, as well as the files prepared by SdV using these documents and information, are covered by trade secrecy within the meaning of Articles L151-1 et seq. of the Commercial Code.

However, the following shall not be considered confidential: information, documents or tools that:  

• were in the public domain at the time of their disclosure or subsequently fell into the public domain without any breach of these provisions;
• result from the internal knowledge of one or the other Party without any breach by it of this confidentiality obligation;
• were lawfully received by one or the other Party from third parties to the Contract without any confidentiality obligation.

Article 18 – Business Continuity Plan

SdV declares that it has and maintains a business continuity plan enabling the CLIENT to continue its activities in the event of maintenance. The business continuity plan provides in particular for the backup and recovery of data and IT infrastructures in this scenario. SdV has several levels of security and hosts in two data centers to prevent data loss.

Article 19 – Subcontracting  

The Contract may be subject to subcontracting by SdV upon prior notice to the CLIENT.

SdV shall remain responsible to the CLIENT for the proper performance by the subcontractor of all subcontracted services.  

Article 20 – Force majeure  

SdV shall not be liable if the performance of the Contract is delayed or prevented due to force majeure, an act of God, or an external cause, such as, including but not limited to: natural disasters, strikes, social conflicts, earthquakes, fire, explosions, intervention by governmental authorities, water damage, malfunction or interruption of the electricity or telecommunications network, disruption of computer servers.ues. 

Article 21 – Termination 

This Contract may be terminated by either party in the following cases:

• If either party seriously fails to comply with one of its substantial contractual obligations and does not remedy such failure within a period of 30 days from the notification by the other party of such failure;

• In the event of non-payment of the monthly installments by the CLIENT,

Upon termination of this Contract for any reason whatsoever, the CLIENT shall immediately cease using the Solution and pay all amounts due to SdV.

The amounts due by the CLIENT shall correspond to the total of the remaining monthly installments due until the contractual term.

The Party suffering the breach shall be entitled, after formal notice notifying the breach sent by registered letter with acknowledgment of receipt to the defaulting Party and remaining without effect, or immediately in the event of an irremediable breach, to terminate these general terms and conditions by simply sending a registered letter with acknowledgment of receipt, without prejudice to the right to claim compensation for the damage suffered.

The termination of contractual relations for whatever reason shall be without prejudice to the provisions relating to the assignment of intellectual property rights, which shall retain all their force and effect. 

Article 22 – Post-Termination Assistance – Reversibility

In the event of termination of the contractual relationship, for whatever reason, and given that SdV controls the hosting Platform, SdV undertakes to ensure, within 20 calendar days from the CLIENT’s request, reversibility on a technical level, of the backed-up data and all elements in its possession so as to enable the CLIENT or a third party freely chosen by it to recover the data of which the CLIENT is the owner under the best possible conditions, so that the reversibility phase causes no interruption of the Solution and no damage to the CLIENT.

Reversibility shall be effected by making the CLIENT’s data available, it being the responsibility of the latter to carry out the export operations.

SdV may provide a reversibility service by exporting the data. If this is the case, this service shall be subject to a quotation.

The export of files, data and documentation is not included in the price of maintenance and provision of the Solution.  

Article 23 – Applicable Law and Jurisdiction

The law applicable to these general terms and conditions is French law.

In the event of a dispute between the Parties relating to the formation, interpretation, performance or non-performance of the Contract or the general terms and conditions, the Parties undertake to seek an amicable solution to their dispute beforehand. Failing agreement between the Parties, the dispute shall be submitted to the jurisdictions of Strasbourg, whose competence is expressly recognized, even in the event of multiple defendants or warranty claims.

Article 24 – Miscellaneous provisions    

In the event that one or more clauses are declared null and void by a court decision or prove impossible to implement, the validity of the other provisions shall not be affected, and the Parties undertake to negotiate in good faith a replacement provision.

The titles and subtitles appearing in this Contract are included for convenience only. By express agreement between the Parties, these titles and subtitles may not in any case be used to interpret any provision of this Contract.

The fact that a Party does not claim the application of any provision of this contract or tolerates its non-performance, temporarily or permanently, may in no case be interpreted as a waiver by that Party of the rights it holds under this contract. The fact that a Party tolerates a non-performance or imperfect performance of the Contract or, more generally, tolerates any act, omission or failure by the other Party that is not in accordance with the provisions of this Contract, shall not grant any right whatsoever to the Party benefiting from such tolerance.

This Contract expresses the entirety of the Parties’ agreement and supersedes any prior agreement, whether written or oral, explicit or implicit. It constitutes the sole will of the Parties. It may only be amended by an amendment signed by the authorized representatives of both Parties.

The Parties elect domicile at the addresses indicated at the head of these presents to which notifications must be sent, except in the event of a change of address, which must be notified to the other Party as soon as possible. In the event of a change of address, any notification made to the addresses indicated in the deed or to the last address that was the subject of a notification shall be deemed valid, unless it is proved that the Party sending the notification was aware of the effective address of the Party to which it is sending its notification.

The Parties acknowledge that they are acting as independent co-contractors. This contract shall not have the effect of creating any form of partnership or association between them.