Preamble:

WaysUp, SARL, with a capital of 1,000 euros, headquartered at 136 rue Championnet, 75018 PARIS, registered in the PARIS Trade and Corporate Register, under the number 830 468 716 (the « Company »), markets COMPUTER solutions reporting and management, as well as related services. Prior to the conclusion of the Contract, the Company made available to the Client its commercial proposal and/or documentation presenting the Products and technical requirements for their use, these CGVs and the Publisher’s Contract regarding the Software, and where appropriate, the Manufacturer’s Conditions for Material, applicable. The Customer is informed that – subject to specific provisions under Benefits , the software solutions marketed by the Company are software packages, and are therefore standard and designed to satisfy the largest number of customers. The Customer acknowledges that it has been able to ask the Company for any demonstration of the Products and/or any additional information, and that it is sufficiently informed to assess the adaptation of the Products to its needs and conclude the Contract. By signing the Order Voucher, and unless expressly stipulated otherwise, the Client is deemed to have read and accepted without reservation the present GVCs, which formed the basis of discussions between the Parties.

1. DEFINITIONS.

Anomaly: any defect or non-compliance, a documented malfunction that includes repetitive software behavior that does not correspond to the description of the functionality and performance of the software package, as expressed in the Documentation, while its use is normal and in accordance with the procedures defined in it.

Order: the quote issued by the Company and in general, the document designating, among other things, the Customer, as a contracting entity, the definition of the software package (including the version number) for which a SaaS License/Subscription is granted, the Materials and/or Services, Perimeter, duration, and associated financial terms for the contractual period under consideration. All Order Vouchers must – to be valid – be duly informed and signed by the Parties. All Order Vouchers are subject to the GVCs whose terms it incorporates by reference, unless expressly stated otherwise by the Order Voucher.

Customer: the legal or physical person – acting as a professional – identified on the Order Voucher, represented by a natural person duly qualified for this purpose, signatory of the Order Voucher. Manufacturer’s Terms: The Manufacturer’s terms of use applicable to The Material, in particular in terms of warranties. CGV: these terms and conditions of sale.

Contract: by descending legal value hierarchical order (i) the Order Voucher and (ii) GVCs. In case of conflict, ambiguity or incompatibility between these documents, the Order Voucher prevails. Publisher contract: CLUF and/or applicable CSUF; any use of the Software package is subject to the applicable Publisher’s Contract. Final User License Agreement (CLUF) / Final User Subscription Contract (CSUF): the terms and conditions of use of the Software Package applicable to the License (in respect of the CLUF) or the SaaS Subscription (in the case of the CSUF), the subject of the Voucher Order; The applicable Publisher Contract is included in electronic format if necessary in the software package and in any event is concluded directly between the Client and the Publisher. Its express acceptance by the Customer is a prerequisite for any use of the Software. Entry date: the effective date of the Contract, as defined in the Order Voucher; The Order Voucher can also indicate the effective date, i.e. the start of the License, SaaS Subscription and/or Services.

Documentation: all descriptions, instructions and instructions provided by the Editor, presenting the features and terms of installation and use of the Software And, if applicable, the New Versions, in language and on the support for the Editor’s choice. Personal Character Data: data that allows – directly or indirectly – the identification of a natural person. DPI: all intellectual property rights including patents, copyrights, software rights, database rights, designs, trademarks, trade names, domain names, know-how, whether these rights have been the subject of a registration or not, as well as any other rights or protection of similar effects, existing or future.

Publisher: the legal entity that publishes the Software Package for the Company has the necessary rights for its resale under the Contract, and on the entity of the publisher agreement / a SaaS Subscription for The Perimeter and the duration set in the Order Voucher.

Environment: the technical requirements as defined in Schedule 1 of the Order Voucher, as well as their evolutions during the duration of the Contract, and which the Customer acknowledges that they have been previously informed.

Training: the training services provided by the Company to the Customer under a Order Voucher, according to the terms specified in Articles 4 and 10.2. License: the concession to the Client, personal and not exclusive, of the right to use the software package within the duration and perimeter, under the CLUF, within the duration and the Perimeter, the License may be granted for the duration of the related IPRs software (a so-called « perpetual » license for the purposes of the Contract) or for a fixed period of time under a subscription (so-called « subscription mode »). For the purposes of the Contract.

Deliverables: Achievements under Associated Benefits, provided by the Company under the Contract, whether or not they may be protected under IPRs.

Maintenance: Evolutionary Maintenance and Corrective Maintenance, excluding any other services provided by the Company, under a Command Voucher. Depending on the type of License underwritten, Maintenance is included in the price of the License. Similarly, Maintenance is included in the price of the SaaS Subscription. Corrective maintenance: the software support service as described in Article 9.1.1.

Evolutionary Maintenance: The Provision of Package Updates under Article 9.1.2. Materials: computer equipment, electronic or equivalent, which can be supplied by the Company, as a reseller of said Materials, and subject to the Manufacturer’s Conditions, if applicable. Update: As part of a License, the software update includes corrections, and/or improvements from the previous Update, excluding New Versions and/or any new module.

Service Levels: The Editor’s level of service level commitment as part of Corrective Maintenance as defined in Appendix 2 of the Order Voucher. New Version: A later version of the Software Package, which includes new features not included in earlier versions, excluding any new module. Part:: individualcompany or customer, collectively company and customer. Perimeter: the extent of the SaaS License/Subscription and, if applicable, Contract Services, as defined in the Order Voucher on the Date of Entry into Force. Benefits: Services other than Maintenance and Training provided by the Company to the Customer under a Purchase Order, as required by Section 10.

Products: collectively The Software and Materials. Software: the standard computer program(s) in French, in the form of executable object code, made available to the Customer by the Company as a reseller of the License under the CLUF or in SaaS mode directly by the Publisher as part of the CSUF, and defined as Appendix 1 of the Order, Documentation, and where appropriate all Updates made available to the Customer under Maintenance, as well as any partial or total copies of the Software.

Services: Training and/or Maintenance and/or Benefits. Server: as part of a SaaS Subscription, all the computer equipment on which the Software is installed, belonging to the Publisher and/or whose Publisher has the enjoyment of the rights necessary to operate the Software.

Authorized site: the installation address of the Software As part of a License. SaaS Subscription: The Software Editor’s provision to the Customer in SaaS mode in a personal, non-exclusive and within the duration and perimeter, including (i) Customer access to the software package, remotely and online, (ii) hosting the Software on the Server and (iii) Maintenance. All SaaS Subscriptions are submitted to the CSUF. Current version: the latest version of the Software marketed by the Company.

2. OBJECT.

The purpose of the Contract is to define the terms and conditions applicable to any order for SaaS Licenses/Subscriptions, Materials, and Services; Understood that the use of the Software Is governed by the applicable Publisher’s Contract and within the duration and perimeter defined in the Order Order, and the use of the Material by the Manufacturer’s Terms, if any, including acceptance without Reservation and respect by the Customer are a prerequisite for any installation and/or use of the Software and/or Material by the Customer.

3. PRE-REQUISITE.

The Customer guarantees not to be a reseller, retailer or wholesaler and to acquire Licenses, SaaS Subscriptions and Services for its internal needs. The Customer recognizes (i) having been informed of the Environment required on the Date of Entry to Force prior to the signing of the Contract, (ii) that it is up to them to ensure that their computer equipment is in compliance with the Environment, (iii) that it does/will do its business of acquiring/operating/maintaining the Environment, including any third-party software, subscriptions, licenses required. The Customer is informed of the evolution of the environment by all means of the choice of the Company and/or by the Publisher.

4. ORDERS.

4.1. Any order for SaaS License/Subscription, Materials and/or Services is conditional on the signing of a Order Voucher by the Parties; The Order Voucher is worth firm and irrevocable order of the SaaS License/Subscription, Materials and/or Services for the duration and perimeter defined.
4.2. Customers can subscribe to Services through a Command Voucher that defines at least (i) regarding Training: the number of participants, the title, the effective date and the place of execution of the Training, the corresponding price, the name and the address of the Client; Acceptance of the Company characterised by a confirmation of registration (including general information related to the Training concerned), (ii) regarding Maintenance: the effective date, adjustments, offer, level of service selected; Considering that the Customer may increase the Level of Service initially subscribed (within the limits of the fees granted by the Publisher to the Company) but under no circumstances select a lower level of Maintenance, (iii) regarding Benefits: their description, the effective date, the duration, if any, the name and address of the Customer and the corresponding price.
4.3. It is recalled that the validity of the Order Voucher is conditioned by its completeness, and its signature by the Parties.

5. UPDATE OF PRODUITS.

5.1. The terms of availability of the Subject Products of the Order Voucher and the corresponding financial terms are stipulated in the Order Voucher; being understood that their availability is worth the proceeds’ recipe, subject to the specific stipulations of the Publisher Contract with regard to the Software. The time frames for making available, especially those dependent on equipment manufacturers and publishers, are provided as an indication. Under no circumstances will failure to comply with these deadlines be liable for the Company or result in the cancellation of the Order. No return of Materials and/or, if any, of Software, as long as it is the subject of a physical delivery under a License, is accepted without prior agreement and written by the Company. Any returned product must be in the state in which the Company provided the product, otherwise it will not be accepted. The cost of delivery and return of Product(s) is the responsibility of the Customer. By express agreement, the Products travel at the risk of the Customer to whom it is up to to verify its quality and number and to issue, if necessary, any reservations on the delivery voucher. In the event of delay, damage, missing product or non-compliance with the Order Order, the Customer undertakes to report any claims to the carrier and the Company, by LRAR, no later than three (3) days after its availability , subject to any specific provisions of the Software.
5.2. Property reserve. The Company remains the owner of the Materials sold until the full payment of the price set in the Order Voucher, principal and accessory. However, the Customer will assume any risk of loss, damage, destruction, liability or damage of any kind on the products provided that it will insure from the date of availability. Insurance policies must stipulate that the policyholder acts on his own behalf as well as on behalf of the owner and ensure the payment of any compensation in his hands.

6. CLIENT OBLIGATIONS.

6.1. Customer specific obligations. The Client is informed that active cooperation on his part determines the success of the Contract. In this regard, the Customer is committed to (i) inform the Company of any particularity of its organization and its business that may affect the progress of the provision of the Products, the provision of the Services, and in general the Contract, (ii) to make available all the human and material means necessary for the smooth running of the Contract and (iii) validate and sign the intervention reports of The Benefits, Training and/or Maintenance operations within twenty-four (24) hours of their presentation, the latter being beyond deemed fully validated by the Client. The Customer undertakes to read and scrupulously respect the conditions, precautions and advice for the use of the Materials and/or Software subject to the Order Voucher, including the Manufacturer’s Terms and/or the Publisher Contract. applicable, and in particular the stipulations relating to the guarantee and liability of the Publisher/Builder, in accordance with their destination, the Contract and the rules of art. It is up to the Customer to fulfil all the obligations under the Publisher’s Contract and/or applicable Manufacturer’s Terms. In any event, the Client is very concerned that the terms and conditions of the Contract are respected by his staff and/or his co-contractors, subject to the Software, that such use is authorized by the applicable Publisher’s Contract. The Customer is committed to taking all necessary measures to protect its information system and data. In particular, and unless otherwise stipulated in the Publisher’s Contract, particularly in the context of the SaaS Subscription, the Customer is solely responsible for the safeguarding of the data it processes or retains and undertakes in this regard to carry out, under its full and regular backups of all of its data on an adequate medium. The Client also undertakes, as part of the Licence and as part of its obligation to cooperate, to keep at the disposal of the Company a complete safeguard of its data, prior to any intervention by the Company, including under the Benefits. The software package is set up and used under the management, control and responsibility of the Customer exclusively. Notwithstanding the above, the Company will be able to provide the Customer with any assistance in the installation/implementation and setting of the Package Subject to the Order Voucher as part of Benefits and separate billing. The Client states that he is aware that the implementation of an IT solution requires an adaptation of the way his company operates, the implementation of internal procedures, the motivation, the adequacy of the skill level of his employees and the organisation of follow-up procedures.
6.2. General customer obligations. The Customer states that he is familiar with the Internet, its characteristics and limitations, and acknowledges in particular that (i) data transmissions over the internet enjoy only relative technical reliability, which circulate on heterogeneous networks that are sometimes saturated at certain times of the day and/or may experience malfunctions, (ii) data circulating on the Internet, despite existing forms of protection and implemented by the Company, may be subject to possible misappropriation, and thus the disclosure of data and, more generally, of any information is carried out Customer at his own risk. It is the customer’s responsibility to act in accordance with applicable French, European and international regulations, particularly in the area of exports. In particular, the Customer may not, directly or indirectly, transfer or participate directly or indirectly in the transmission of the Software in a country where such a transaction is prohibited or subject to obtaining a license or authorization. without having previously obtained the licence or authorization and in any event, in the case of the Software, undertakes to comply with the stipulations of the applicable Publisher’s Contract.

7. CORRESPONDENTS OF PARTIES.

7.1. Responsible for the Contract. The Client undertakes to assign one (1) manager to the Contract, in order to ensure its smooth running, the latter being the sole interlocutor of the Company under the Contract. In the event that the Client wishes to change its representative, it undertakes – as far as possible – to inform the Company at least fifteen (15) days before the actual date of the change; the replacement of the Client’s representative must have an adequate level of qualification and responsibility and at least equivalent to that of the previous representative.
7.2. Designated interlocutor (Corrective Maintenance, Benefits). The Client undertakes to dedicate a (1) designated interlocutor, preferred correspondent available in charge of the successful completion of Corrective Maintenance and/or Benefits if necessary. The company must have a sufficient level of responsibility and competence to effectively engage with the Company under Corrective Maintenance and/or Benefits and will be the only contact authorized for these purposes. In the event of the need to replace the designated interlocutor (illness, death, resignation, etc.), the Client undertakes to notify the Company immediately and will ensure that a new interlocutor with at least competence and experience is replaced. the Client alone assumes the costs of transferring skills to the new designated interlocutor.
8. RIGHTS CONCEDES TO CLIENT ON PROGICIEL.
It is understood that with respect to the rights granted by the Publisher on the Software Under the License and/or the SaaS Subscription, any contrary stipulation of the applicable Publisher’s Contract will prevail over the GVCs, as will any additional stipulation not GVCs.
8.1. In return for the perfect payment of the amounts owed under the SaaS Licence or Subscription and defined in the SaaS Order Voucher, the Customer is informed that he has a personal, non-exclusive, non-transferable and non-transferable right of use of the The object of the Order Voucher for the sole purpose of the Customer’s internal activity, in compliance with the Attached Publisher Contract for the duration and within the perimeter, and this with/in the Environment, as defined in the Order Voucher , and in accordance with the Documentation. In the case of the License, and depending on the applicable CLUF, the software package will have to be installed on the Authorized Site. With regard to the SaaS Subscription, it is recalled that the Software is hosted by the Publisher on the Server. Under no circumstances is the CSUF a sale.
8.2. Subject to express stipulations to the contrary and/or complementary to the applicable Publisher’s Contract, the Customer expressly refrains from (i) provide, make available, lend, use in part or in office service, make any other use or allow others to use the Software for the benefit of third parties or to provide any benefits of ASP, SaaS, outsourcing, third-party application maintenance, marketing, training, audit, consulting and/or any other business services corresponding to the operation of the Software for the benefit of a third party, (ii) copy all or part of the Software Package (except for Documentation under the SaaS License/Subscription), with the sole exception of one (1) inactive copy for exclusive backup or archiving purposes, in accordance with Article L.122-6-1-II of the Code of intellectual property under the License, and subject to reproducing any identification of the Software, in particular the mentions of ownership of the Editor’s IPRs appearing on the Software and Documentation (iii) modify, translate, integrate or associate any element of the software package with other software and/or create composite or derivative works using such an element (iv) do reverse engineering, decompile, partially or completely disassemble the Software, unless applicable legal provisions to the contrary. In case the Customer wishes to obtain information to implement the interoperability of the software with another software, he undertakes to consult the publisher concerned before any decompilation in order to find out if such information is easily accessible and in this case, to limit the reproduction and/or translation of the code to the only parts of the program necessary for said interoperability. (v) use the Software in ignorance of any legal or regulatory provision.
8.3. The Customer is authorized to print the Documentation for the sole purpose of using the Software. On the other hand, the Customer is not allowed to (i) distribute The Documentation to third parties, (ii) make documentation available to third parties through any means and/or (iii) carry out derivative work from it.

9.MAINTENANCE SERVICES AND ACCOMMODATION.

9.1. Maintenance. Unless otherwise stipulated in the Publisher’s Contract and in return for the payment of the corresponding fee, the Company provides Maintenance.
9.1.1. Corrective maintenance. Under the Corrective Maintenance, the Company provides the Customer with French-language telephone support on working days during business hours, as well as French-language email support, available from the address www.waysup.eu, to the « Support » tab. In this context, the Company endeavours to correct or circumvent anomalies that occur during the use of the Unmodified Software Package, and which the Client’s designated interlocutor informs him of, on the understanding that Corrective Maintenance only concerns the Current version and the previous major version of the Software, within the duration set by the Publisher from the availability of the Current Version. If the Anomaly cannot be resolved or bypassed under the terms of the Contract and in accordance with The Service Levels, the Company may intervene on site under a purchase order and/or contract and a separate billing. The Client acknowledges that the Company is exempt from any obligation under Corrective Maintenance in the event that the reported anomaly is caused by (i) using the software with a configuration other than the Environment, and in particular with third-party software (ii) the use of a different version of the Current Version or the previous major version of the Software Package, and/or a version of the Software modified by the Customer or a third party and (iii) in general, a use of the Software that does not comply with contractual requirements, in particular those of the applicable Publisher Contract, Documentation, and/or any other reason independent of the Software, publisher and/or Company. In any event, it is the Customer’s responsibility to ensure that they have the Environment and its updates that updates may require, the organization and internal skills necessary to properly use the software and manage. effective by the Society of Anomalies, in the words of Corrective Maintenance. In addition, the Customer is committed to (i) report to the Company on all anomalies and record them and its requests for chronological intervention on an incident book made available to the Company, (ii) to acquire the technical means, in particular telecommunications, necessary for the proper execution of Corrective Maintenance and (iii) provide the Company with any documentation and/or information that the Company deems necessary to ensure Corrective Maintenance.
9.1.2. Evolutionary maintenance. As soon as it is itself informed by the Publisher, the Company informs its customers on its website or by email, of the availability of Updates and – at the customer’s request or automatically as part of the License including Maintenance and/or SaaS Subscription – makes them available by means of the Company’s choice, accompanied if necessary by their Documentation as part of maintenance. Any Update is a single product with the Software. By express convention, activating an Update is considered an installation. The Customer acknowledges that an Update may require an Environment update and is committed to updating – at its own expense – the environmental components. Excluded from Evolutionary Maintenance (i) any additional software and/or modules not expressly covered by the Contract, and (ii) any configuration other than the Environment.
9.2. Accommodation. Under the SaaS Subscription, the terms of hosting the Software on the Server are defined in the applicable CSUF.

10. FORMATION AND PRESTATIONS.

10.1. General stipulations. At the request of the Client, the Company may provide training and benefits, including assistance with the installation, setting and use of the Software. Such services will be subject to separate quotes and/or contracts and will be billed under the tariff terms then in force. In this context, the Customer is specifically committed to (i) actively and closely working with the Company to enable it to deliver the Services in the best possible conditions, (ii) unless expressly stipulated otherwise by the CSUF, make its personal matter of the protection of its files, data and any other documents which it entrusts to the Company by any appropriate means; Company not liable for any damages.
10.2. Training-specific stipulations. The content of the Trainings – including distance and video conferencing training, if any – is described in the commercial documentation available on request and which the Client undertakes to be aware of and, if necessary, to comply with the modalities and the requirements for them.
10.2.1. As stipulated in Article 4, any Training order must be the subject of a Command Voucher specifically designating the Customer as a contracting entity. The list of participants under the Purpose Training of the Order Voucher is agreed upon between the Parties after the signing of the Contract, within a period of no more than ten (10) days before the effective date of the Formation.
10.2.2. Training prices include the animation of the Training and, if necessary, the provision of Training materials, within the limit of one (1) support per participant. On the other hand, they do not include the possible costs of transport, catering and accommodation of the participants, which are the exclusive responsibility of the Client. Express lying, the constitution, filing and follow-up of any request for financing by the Client with an « approved joint collection agency » or a « training insurance fund » are the exclusive responsibility of the Client and fall under the client’s sole responsibility. responsibility and control alone. If the organization refuses to take care of it, the Customer is charged directly.
10.2.3. Requests to cancel or defer registration to a Client Training are essentially made in writing, with barely nullity. In the event of a request for cancellation by the Customer, received by the Company (i) more than ten (10) days before the effective date of the Training, no compensation is charged to the Client, (ii) less than ten (10) days before the effective date of the Formation, the Company charges the Client 100 per cent (100) compensation for the cancelled Training session, except in cases of force majeure. In the event of a request to postpone an registration from the Customer, received by the Company (i) less than two (2) business days before the effective date of the Formation, the Company charges the Client compensation of one hundred percent (100) of the amount of the deferred training session, except in cases of force majeure, (ii) between two (2) and eight (8) business days before the effective date of the Training, the Company charges the Client compensation of fifty percent (50) of the amount of the deferred training session, without this being deductible from the full payment of the Training. Any request for deferral is subject to the registration procedures as set out in this article.
10.2.4. The Company reserves the right to cancel any training session, especially in case the number of participants is insufficient or in the event of a scheduled absence of a trainer, without compensation or penalty to the Client. The Company will notify registrants no later than five (5) days prior to the effective date of the Training. In this case, the Company will endeavour to propose another training date. In the event of the Company cancelling a training session for any reason, less than five (5) days before the effective date of the Training, the Client may request reimbursement of the sums paid under the relevant Training session in five (5) working days following the cancellation information; a refund that is liberating and constitutes the exclusive remedy of the Client as such.
10.2.5. The Customer acknowledges that (i) prior to the conclusion of the Order Voucher, he was able to ascertain that the training selected by him was in line with his needs, (ii) for certain training sessions, a level of technical knowledge or experience is required to enable a satisfactory assimilation of the teaching provided. The assessment of the level of participants is the responsibility of the Client, who assesses and controls the adequacy of the skills required to participate in the trainings.
10.3. Benefit-specific stipulations.
10.3.1. The completion of the Benefits and the delivery of the Deliverables are organised and carried out according to the terms of each Order Voucher, being specified that any delay contained in them is indicative. Deliverables are deemed issued from the signing of the delivery voucher by the Customer.