General Terms and Conditions

Appendix - CGV: General conditions of sale and service 2021 (2 pages) 1. PURPOSE THE CONDITIONS DESCRIBED BELOW DETAIL THE CONTRACTUAL RELATIONS BETWEEN DEVENSYS CYBERSECURITY (HEREINAFTER THE SERVICE PROVIDER) AND ITS CUSTOMER FOR THE SERVICE INDICATED ON THE COMMERCIAL PROPOSAL / PURCHASE ORDER. ANY SERVICE PROVIDED BY THE COMPANY DEVENSYS CYBERSECURITY ON BEHALF OF ITS CUSTOMER IMPLIES THAT THE CUSTOMER HAS BEEN AWARE OF THESE GENERAL CONDITIONS OF SALE AND THAT HE ADHERES WITHOUT RESERVATION TO THESE SAME CONDITIONS. THESE CONDITIONS ARE AVAILABLE PUBLICLY ON OUR WEBSITE (DEVENSYS.COM/CGV) AS WELL AS ON SIMPLE REQUEST FROM OUR SALES OR ADMINISTRATIVE DEPARTMENT. 2. CONTRACTUAL DOCUMENTS THE CONTRACTUAL DOCUMENTS APPLICABLE TO THESE CONDITIONS ARE: - ANY COMMERCIAL PROPOSALS ACCEPTED BY THE CUSTOMER AND THE SERVICE PROVIDER - ANY ORDER FORMS ACCEPTED BY THE CUSTOMER AND THE SERVICE PROVIDER ANY OTHER DOCUMENT NOT EXPRESSLY QUOTED ABOVE IS NOT EXPRESSLY QUOTED ABOVE NOT ENFORCEABLE TO THE PARTIES. 3. ORDER FORM TO CONFIRM THEIR ORDER IN A FIRM AND DEFINITIVE MANNER, THE CUSTOMER MUST RETURN THE PROPOSAL / THE SIGNED ORDER FORM TO DEVENSYS CYBERSECURITY. SIGNATURE CONSTITUTES ACCEPTANCE BY THE CUSTOMER OF THESE GENERAL CONDITIONS. 4. OBLIGATION OF THE PARTIES DEVENSYS CYBERSECURITY UNDERTAKES TO: - PERFORM ITS SERVICES FOLLOWING THE TERMS OF THE COMMERCIAL PROPOSAL / PURCHASE FORM. - PROPERLY CARRY OUT ITS SERVICES BY COMPLYING WITH THE RULES AND PRACTICES OF THE PROFESSION. THE CUSTOMER UNDERTAKES TO: - PROVIDE DEVENSYS CYBERSECURITY WITH ALL THE MATERIAL AND HUMAN RESOURCES NECESSARY FOR THE PROPER PERFORMANCE OF THE SERVICE. - ENtrust DEVENSYS CYBERSECURITY ONLY WITH THE TASKS MENTIONED ON THE PROPOSAL / ORDER FORM. - ENSURE THE ACCURATE AND COMPLETE CHARACTER OF THE DATA, DOCUMENTS, AND INFORMATION TRANSMITTED OR MADE AVAILABLE. 5. PRICE ANY SERVICE ORDERED BY THE CUSTOMER AND EXECUTED BY DEVENSYS CYBERSECURITY ON BEHALF OF THE CUSTOMER IS DUE BY THIS SAME CUSTOMER. ANY HARDWARE/SOFTWARE ORDERED AND SHIPPED/DELIVERED BY DEVENSYS CYBERSECURITY IS DUE TO THE CUSTOMER. THE PRICES OF THE SERVICES/HARDWARE/SOFTWARE ARE MENTIONED ON THE COMMERCIAL PROPOSAL / THE ORDER FORM ACCEPTED BY THE CUSTOMER. PRICES ARE IN € EXCLUDING TAXES AND EXCLUDING POSSIBLE SHIPPING COSTS. 6. DELIVERY TIMES AND DELIVERY DELIVERY TIMES ARE INDICATIVE ONLY AND MAY VARY DEPENDING ON STOCKS AND AVAILABILITIES OF DEVENSYS CYBERSECURITY SUPPLIERS. A DELAY IN DELIVERY CANNOT IN ANY CIRCUMSTANCES GIVE RISE TO THE APPLICATION OF PENALTIES OR DAMAGES AND INTERESTS. UNLESS EXPRESSLY REQUESTED BY THE CUSTOMER WHEN ORDERING, DEVENSYS CYBERSECURITY DELIVERES THE PRODUCTS THROUGH A CARRIER DESIGNATED BY IT. THE PRODUCTS ARE INSURED DURING TRANSPORT, THE TRANSFER OF RISK TAKING PLACE UPON DELIVERY. UPON DELIVERY OF THE PRODUCTS, THE CUSTOMER MUST MAKE ANY POSSIBLE RESERVATIONS ON THE TRANSPORT VOUCHER AND NOTIFY DEVENSYS CYBERSECURITY WITHIN 24 HOURS FOLLOWING DELIVERY. OTHERWISE, NO CLAIM FROM THE CUSTOMER WILL BE ADMISSIBLE. WE RESERVE THE RIGHT TO REQUEST DIRECT DELIVERIES FROM OUR SUPPLIERS’ WAREHOUSES. IN THE CASE OF ELECTRONIC DELIVERY (ESD) OF SOFTWARE, THE CUSTOMER IS INFORMED ACCORDING TO THE INSTRUCTIONS ON THEIR ORDER FORM, EITHER DIRECTLY BY THE PUBLISHER OR THROUGH DEVENSYS CYBERSECURITY OF THE DOWNLOAD AND DOWNLOAD PROCEDURE. INSTALLATION OF LICENSES. THE PRODUCTS ARE CONSIDERED AS DELIVERED UPON DELIVERY EMAIL BY DEVENSYS CYBERSECURITY OR NOTIFICATION BY THE PUBLISHER THAT THE LICENSES HAVE BEEN SENT TO THE END USER. DEVENSYS CYBERSECURITY DISCLAIMS ALL RESPONSIBILITY FOR INSTALLATION, POSSIBLE DAMAGE FOLLOWING THE INSTALLATION OF LICENSES BY THE CUSTOMER AND THE PROPER OPERATION OF THE PRODUCT. 7. TERMS OF PAYMENT UNLESS SPECIFICALLY STATED, PAYMENT FOR ORDERS IS MADE IN CASH BY TRANSFER. CERTAIN SPECIFIC CONTRACTS MUST BE SETTLED BY DEPOSIT. HOWEVER, THE CUSTOMER MAY REQUEST AN ACCOUNT OPENING WITH FIXED TERM PAYMENT IN ADVANCE. OPENING AN ACCOUNT WILL ONLY BE POSSIBLE AFTER AGREEMENT OF THE ACCOUNT FROM OUR FINANCIAL PARTNER. IF THE OUTSTANDING OUTSTANDING IS EXCEEDED, DEVENSYS CYBERSECURITY WILL NOT DELIVER/PRODUCE ANY NEW ORDERS/SERVICES WITHOUT PRIOR PAYMENT OF PREVIOUS INVOICES, EVEN NOT PURCHASED. IN THE EVENT OF CANCELLATION OF THE FINANCIAL OUTSTANDING BY OUR PARTNER, DETERIORATION OF CUSTOMER CREDIT, MODIFICATION OF ITS PROFESSIONAL ACTIVITY, ITS LEGAL FORM OR IN THE CASE OF ASSIGNMENT OR RENTAL OF ITS BUSINESS, DEVENSYS CYBERSECURITY RESERVES THE RIGHT TO CANCEL ANY OUTSTANDING AND REQUEST IMMEDIATE PAYMENT OF INVOICES DUE. ANY NEW ORDERS WILL BE PAYABLE IN CASH BY BANK TRANSFER EXCLUSIVELY. PAYMENT OF SERVICES WILL BE MADE AT THE LATER LATER THE LAST DAY OF THE PAYMENT DUE MENTIONED ON THE INVOICE (OR, IF NOT SPECIFIED, THE DAY FOLLOWING THE DATE OF EXECUTION OF THE SERVICE/DELIVERY). THE INVOICE WILL BE SENT ELECTRONICALLY BY EMAIL, WHICH THE CUSTOMER EXPRESSLY ACCEPT. DISCOUNTS MAY BE GRANTED BY DEVENSYS CYBERSECURITY. THE DISCOUNT IS MENTIONED IN RELATION TO THE AMOUNTS EXCLUDING TAX OF THE INVOICE OR IN THE CURRENCY OF THE INVOICE AND IS DEDUCTED FROM THE SAME TOTAL EXCLUDING TAX. IN THE CASE OF SAAS LICENSES (EXAMPLES: MICROSOFT, MEROX, ALSID, etc.) PRODUCT PRICES ARE INITIALLY COMMUNICATED BY QUOTE. EACH BEGINNING OF A CALENDAR MONTH, DEVENSYS CYBERSECURITY CALCULATES THE STATE OF VALUATION OF PRODUCT SUBSCRIPTIONS BASED ON THE ORDERS SUBSCRIBEED BY THE CUSTOMER, AND ESTABLISHES AN INVOICE FOR THE CUSTOMER. IF LICENSE FEES ARE GENERATED FOR A PERIOD OTHER THAN CALENDAR MONTH, THE AMOUNT INVOICED AT THE BEGINNING OF THE PERIOD WILL BE ESTABLISHED PRO-RATA TO THE TIME ELAPSED FROM THE DAY OF ENTRY INTO FORCE OF THE USE LICENSE UNTIL THE DAY OF HIS EXPIRATION. THE CUSTOMER PAY ONLY FOR THE ACTUAL LICENSE PERIOD OF THE PRODUCT. SPECIAL PRODUCT TERMS MAY SET FORTH DIFFERENT RULES AND/OR ADDITIONAL RULES FOR PRICING, CASH PRICE PAYMENTS OR SPECIAL PRICING OR DISCOUNTS, DISCOUNTS OR DISCOUNTS BASED ON THE VOLUME OF ORDERS. THE QUOTE STATES THE PAYMENT CONDITIONS THAT APPLY. THE CUSTOMER MUST PAY FOR THE PRODUCTS ORDERED INDEPENDENT OF ANY ACTUAL USE OF THE PRODUCTS BY ITS OWN USERS. IN THE SPECIAL CASE OF CONSUMER SUBSCRIPTIONS, THE CUSTOMER'S CONSUMPTION WILL BE REBILLED BY DEVENSYS CYBERSECURITY AT THE END OF EACH SUBSCRIPTION PERIOD (EXAMPLE: MICROSOFT AZURE). 8. FAILURE TO PAY ANY DELAY IN PAYMENT, AFTER THE CONTRACTUAL DUE, WILL RESULT IN THE APPLICATION OF ARTICLE L441-6 OF THE COMMERCIAL CODE. A FIXED COMPENSATION OF €40 WILL BECOME PAYABLE AS FULL OF RIGHT AS WELL AS ADDITIONAL RECOVERY COSTS WITHOUT ANY PRIOR FORMALITY. IN ADDITION, PENALTIES WILL BE CLAIMED FOR LATE INTEREST CORRESPONDING TO 15% OF THE TOTAL AMOUNT INCLUDING VAT. IN THE EVENT OF A DELAY OR PAYMENT INCIDENT, DEVENSYS CYBERSECURITY RESERVES THE RIGHT TO SUSPEND THE EXECUTION OF SERVICES OR TO RESTRICT THE PROVISION OF SERVICES. THE FACT OF SUSPENDING THE SERVICES DOES NOT EXEMPT THE CUSTOMER FROM PAYMENT OF THE TOTAL AMOUNTS DUE AND THE INCREASE APPLIED. DEVENSYS CYBERSECURITY REMAINS EXCLUSIVE OWNER OF ANY GOODS UNTIL FULL PAYMENT OF AMOUNTS DUE. 9. CONFIDENTIALITY EACH OF THE PARTIES AGREES NOT TO DISCLOSE, NOR COMMUNICATE, NOR ALLOW TO DISCLOSURE OR ALLOW TO COMMUNICATE, NOR USE DIRECTLY OR INDIRECTLY, UNLESS IT HAS BEEN AUTHORIZED PRIORLY AND IN WRITING BY THE OTHER PARTY , INFORMATION, DATA, INFORMATION APPLICATIONS, METHODS AND KNOW-HOW OF A CONFIDENTIAL NATURE AS WELL AS ANY DOCUMENT OF ANY NATURE WHATSOEVER OF WHICH IT IS AWARE OF DURING THE PERFORMANCE OF ITS SERVICES. THE INFORMATION CONCERNED EXCLUDES ANY INFORMATION WHICH ONE PARTY WAS ALREADY IN POSSESS ON THE DATE OF COMMUNICATION OF THE INFORMATION BY THE OTHER PARTY AS WELL AS ANY INFORMATION WHICH FALLS AFTER ITS COMMUNICATION INTO THE PUBLIC DOMAIN, WITHOUT ANY ATTRIBUTION TO THE PARTY EITHER PARTY. FINALLY, THE CUSTOMER EXPRESSLY AUTHORIZES THE RIGHT OF USE IN THE BUSINESS LIFE OF THEIR BRAND BY DEVENSYS CYBERSECURITY. 10. NON-SOLICITATION OF PERSONNEL THE CUSTOMER PROHIBITED FROM HIRING, OR HAVING WORK IN ANY MANNER, ANY PRESENT OR FUTURE EMPLOYEE OF THE SERVICE PROVIDER. THIS CLAUSE WILL APPLY, REGARDLESS OF THE SPECIALIZATION OF THE EMPLOYEE IN QUESTION, AND EVEN IN THE HYPOTHESIS WHERE THE SOLICITATION WAS AT THE INITIATIVE OF SAID EMPLOYEE. THIS CLAUSE WILL DEVELOP ITS EFFECTS DURING THE ENTIRE EXECUTION OF THE SERVICE, AND FOR TWO YEARS FROM ITS TERMINATION. IN THE EVENT OF BREACH OF THIS PROVISION, THE CUSTOMER WILL BE REQUIRED TO PAY IMMEDIATELY TO THE SERVICE PROVIDER, AS A CRIMINAL CLAUSE, A Lump Sum Compensation OF AN AMOUNT EQUAL TO THE GROSS ANNUAL SALARY OF SAID EMPLOYEE. 11. LIMITATION OF LIABILITY UNLESS OTHERWISE STATED, THE SERVICE PROVIDER ONLY SUBSCRIBES TO AN OBLIGATION OF MEANS AND DOES NOT AGREE TO ANY GUARANTEE OTHER THAN THAT OF “BEST EFFORT”. THE SERVICE PROVIDER'S LIABILITY FOR DAMAGE CAUSED BY AN ERROR OR NEGLIGENCE ON HIS PART IN THE EXECUTION OF ITS SERVICES IS LIMITED TO €200,000. 12. SUBCONTRACTING AND CO-CONTRACTING THE SERVICE PROVIDER RESERVES THE RIGHT TO SUBCONTRACTING AND CO-PROCESSING THE EXECUTION OF THE CONDITIONS A/WITH A THIRD PARTY OF ITS CHOICE. THE SERVICE PROVIDER REMAINS RESPONSIBLE FOR THE SUBCONTRACTED SERVICES. 13. COMPETENT COURT AND APPLICABLE LAW ALL LEGAL RELATIONS BETWEEN THE PARTIES ARE GOVERNED BY FRENCH LAW. ANY DISPUTE BETWEEN THE PARTIES FOLLOWING THE COMPLETION, EXECUTION AND/OR INTERPRETATION OF THIS CONTRACT WILL BE SUBMITTED TO THE COMMERCIAL TRIBUNAL OF MONTPELLIER.