Sales and Services Terms and Conditions
Company: SAS D-PRO DATAIPA.PRO with a capital of 10,000.00 Euros, registered with the Lyon Trade and Companies Register under number 938 166 089, registered office at 4 rue Edouard Aynard, Bât A Parc Industr Tolstoï, 69100 Villeurbanne, Intra-community VAT number: FR17938166089, main activity declared: Computer programming and computer consulting, Collective agreement: SYNTEC, hereinafter referred to as the "Company" or D-PRO.​
ARTICLE 1 – GENERAL PROVISIONS AND DEFINITIONS
1.1 Purpose and enforceability
These General Terms and Conditions of Sale and Services (hereinafter referred to as "T&Cs") govern all sales, orders and services, of any nature whatsoever, concluded by the Company, in the context of its computer programming, software publishing, licensing and business management consulting activity, for the benefit of any professional client (hereinafter the "Client"). These T&Cs are deemed to be fully accepted by the Client, without reservation or restriction, as soon as the latter requests or acquires the Company's services or services (hereinafter "Services"), regardless of the form, date and method of the order (verbal order, quote, purchase order, or invoice issued without a prior quotation or purchase order).
1.2 Definitions
For the purposes hereof:
"Order": any purchase or service order, whether or not validated by a quote or purchase order, which may be drawn up by hand, electronically, or even from a written or oral communication, authorising the Company to invoice.
"Contract": these T&Cs and/or any quote, purchase order, or invoice referring thereto, signed or deemed accepted by the Client.
"Client": any professional co-contractor, legal or natural person, requesting or consuming the Company's Services and Products.
"Services": all the work, services, software solutions, IT developments, programming advice, support, training, etc., provided by the Company.
"Price": any amount due by the Client for the realisation, supply and/or delivery of the Services or Products emanating from the Company.
"Invoice": any document issued by the Company, either following a Quotation or an order form, or in the absence thereof, mentioning the Services provided and the total amount to be paid by the Client.
1.3 Updates and successive versions
These T&Cs are the version in force, which is subject to change. Any subsequent update is deemed to have been accepted by the Client for any new transaction, unless there is a reasoned objection within ten (10) days of notification or publication on the Company's website.
ARTICLE 2 – ORDERS AND INVOICE ISSUANCE
2.1 Validation of Orders
Any Order, whether it takes the form of a dated and signed quote, an order form, or even a simple written or verbal request approved by the Company, constitutes the firm and irrevocable consent of the Client.
The Company reserves the right to refuse any Order if the Client's financial situation or the content of the request appear incompatible with the Company's legitimate interests, without this giving rise to any right to any compensation for the Client.
2.2 Invoicing without a quote or purchase order
By way of express derogation, the Company is authorised to issue an Invoice without a prior quote or purchase order, in particular in the following cases:
Proven urgency, for which the Client has explicitly requested the Company's intervention, including by any means of correspondence (email, telephone call, etc.);
Additional services, minor corrections, maintenance interventions, unforeseen travel or consulting fees, etc.
Orders made orally or tacitly renewed.
In all cases, the Invoice thus issued shall be deemed to be validated and payable on first request, from the date of its issue, unless otherwise provided by the Company to the Client.
2.3 Modification or cancellation
No modification or cancellation may take place without the written consent of the Company. In the event of unilateral termination by the Client, the sums already incurred or the costs already incurred shall remain due to the Company, as a lump sum compensation.
ARTICLE 3 – PRICES AND TERMS OF PAYMENT
3.1 Prices – Taxes – Revision
Prices are indicated in euros, excluding taxes and increased by VAT at the rate in force at the time of invoicing.
The rates may be revised with each new order or annually, subject to written information from the Client at least one (1) month before the entry into force of the new schedule.
3.2 Billing
The Company may issue an Invoice:
The actual performance of the Service or the delivery of the Product;
By level or milestone defined in a quote or purchase order;
Monthly, in arrears or in arrears, as the case may be;
Upon receipt without payment delay;
In prepayment for the coming month (or period), when a subscription or advance package is agreed.
3.3 Payment Deadline
Unless otherwise stipulated on the Invoice or the Quote, payment must be made before the 5th of the month following the date of issue of the Invoice, the Client being required to arrange for this deadline to be strictly respected. In the event of prepayment, payment must be made before the following month's Services are made available.
3.4 Methods of payment
The Client may pay its Invoices by:
Species (within the legal limits allowed),
Credit card (Carte Bleue, Visa, Mastercard, etc.),
Bank transfer to the Company's account (RIB/IBAN appearing on the Invoice),
B2B Direct Debit Mandate (SEPA),
Any other method agreed to in writing (e.g. certified cheque).
3.5 Late or non-payment
In the absence of payment by the due date set, late payment penalties calculated at the rate of three times the legal interest rate will be payable automatically and without reminder. In addition, a lump sum compensation of forty (40) euros excluding tax for recovery costs will be due (Art. L.441-10 C. com.). The Company reserves the right to suspend the performance of the Services in progress and/or to terminate the Contract at the fault of the Client.
3.6 Dispute
Any dispute over the amount or nature of the Invoice must be made in writing, within a maximum period of five (5) working days from receipt of the said Invoice, under penalty of inadmissibility.
ARTICLE 4 – PERFORMANCE OF SERVICES – DEADLINES
4.1 Obligations of the Company
The Services are performed within the framework of an obligation of means. The Company mobilizes the necessary skills to deliver a result in accordance with the agreed specifications. The deadlines announced are only indicative, unless a firm date is explicitly stated on the Order Form or Quote.
4.2 Imponderables and Delays
Any delay by the Company, if justified by an external cause (force majeure, delay attributable to the Client, etc.), will not give rise to the right to termination or compensation.
4.3 Client cooperation
The Client undertakes to provide the Company with all the information necessary for the proper performance of the Services. The Client remains solely responsible for the accuracy and completeness of the elements, data and documents it provides.
ARTICLE 5 – INTELLECTUAL PROPERTY AND LICENSES
5.1 Pre-existing elements of the Company
The Company remains the exclusive owner of its patents, copyrights, trademarks, logos, trade secrets, codes, models, tools, methods, know-how, and more generally of any intellectual property rights prior to or distinct from the order.
5.2 Deliverables and Assigned Rights
The Deliverables specifically produced for the Client, in execution of the order, may be the subject of a total or partial transfer of intellectual property rights, if and only if this assignment is explicitly mentioned in the Quotation or in the Special Conditions, defining the scope, duration, territory and any additional royalties. Otherwise, the Company only grants a non-exclusive license of use, within the limits agreed upon for the purpose of the Service.
5.3 Third-Party Software
When the Company incorporates, settings, or recommends third-party software, the license terms of the third-party publisher apply. Customer shall strictly abide by the terms of such licenses and indemnify the Company against any recourse related to their breach.​
ARTICLE 6 – LIABILITY AND GUARANTEES
6.1 Liability
The Company only assumes an obligation of means, unless expressly stipulated otherwise in writing.
The Company's liability may only be engaged in the event of gross negligence or fraud, and is strictly limited to material, direct and proven damage suffered by the Client, to the exclusion of any indirect, consequential or immaterial damage (loss of turnover, damage to image, loss of customers, etc.).
The Company's liability ceiling is, in any event, limited to the amount excluding tax paid by the Client for the order concerned.
6.2 Disclaimer of Warranties
The Company does not grant any warranties other than those provided herein or explicitly stated in the quotation or contract. The Services are provided "as is", with no guarantee of suitability to a particular need of the Client, who remains the sole judge of the compatibility of the solutions proposed with its own constraints.
6.3 Customer Data
The Company is not responsible for the content, data and information entrusted or generated by the Client in the context of the Services. The Client is required to ensure the safeguarding and protection of its data, and the Company cannot be held liable in the event of loss or alteration, except in the case of proven fault.
ARTICLE 7 – FORCE MAJEURE
7.1 Under these terms and conditions, a case of force majeure is any unforeseeable, irresistible and external event that makes it impossible to perform the obligations normally, such as, but not limited to: external total or partial strikes, epidemics, pandemics, armed conflicts, storms, network blockages, telecommunications interruptions or major breakdowns, etc.
7.2 The prevented Party shall inform the other Party as soon as possible. The obligations of the Party thus prevented shall be suspended by operation of law and without compensation for the duration of the event. If the duration of the impediment exceeds forty-five (45) days, either Party may terminate the affected order, without compensation.
ARTICLE 8 – TERMINATION – SUSPENSION OF BENEFITS
8.1 Unilateral termination
In the event of non-compliance by one of the Parties with its obligations, the other Party may, after giving formal notice that has remained unsuccessful fifteen (15) days, pronounce the automatic termination of the contractual relationship.
8.2 Suspension
In the event of total or partial non-payment on the due date, the Company may, without further notice, suspend any delivery or Service in progress, without prejudice to any other course of action.
8.3 Effects of Termination
Any termination shall terminate the provision of the Services in question. Sums already invoiced or due remain due by the Client. Amounts paid will not be refunded.​
​ARTICLE 9 – CONFIDENTIALITY
9.1 Each Party undertakes, both on its own behalf and on behalf of its staff or stakeholders, to treat as strictly confidential all information (technical, financial, strategic, etc.) communicated by the other Party. The Parties undertake not to disclose or use this information for any purpose other than the performance of the Contract.
9.2 The confidentiality obligations herein shall continue for
three (3) years after the termination of the contractual relationship, for any reason.​
ARTICLE 10 – PERSONAL DATA
10.1 In the context of the performance of the Services, the Company may be required to process personal data on behalf of the Client. In this case, the Company acts as a processor and the Client as a data controller, in accordance with Regulation (EU) 2016/679 (GDPR).
10.2 An addendum or subcontracting agreement describing the obligations relating to data protection will be concluded if necessary. In any event, the Company undertakes to process the Client's personal data only on the Client's documented instructions, and to implement appropriate security measures.
10.3 The contact details of the Data Protection Officer (if any) may be provided upon request.
ARTICLE 11 – DISPUTES AND APPLICABLE LAW
11.1 These T&Cs and any order arising from them are subject to French law, to the exclusion of all others.
11.2 Attribution of jurisdiction: Any dispute relating to the validity, interpretation or performance of this Agreement, which cannot be resolved amicably, shall be subject to the exclusive jurisdiction of the Commercial Court of Lyon (place of the Company's registered office), including in the event of multiple defendants or third party claims.
ARTICLE 12 – MISCELLANEOUS
12.1 Intuitu personae: The Contract is concluded intuitu personae for the benefit of the Client, who shall refrain from assigning or transferring it in any form whatsoever without the prior written consent of the Company.
12.2 Independence: The Parties are independent and do not intend to create a relationship of subordination or agency between them.
12.3 Non-waiver: The fact that the Company does not avail itself, at a given time, of any of the provisions of these T&Cs shall not be interpreted as a waiver for the future.
12.4 Partial Nullity: If any of the clauses is held to be invalid or unenforceable, the remaining clauses shall remain valid.