The purpose of these conditions (“GTC”) is to define the general conditions applicable to the relations between the parties in the context of the supply of equipment, licences and services by Isatech to the Client within the framework of Isatech’s professional activity. They are applicable to any order sent to Isatech and may be supplemented, specified or amended by Isatech with “special conditions” formalised at the time of the order (“Special Conditions”). Each contract (“Contract”) is formed by the GTCs, the “Special Conditions”, and their appendices. In the event of any discrepancy between the Special Conditions and the GTCs, the Special Conditions shall prevail.
The Contract expresses the entire agreement of the Parties on its subject matter. It replaces and cancels any previous agreement or commitment, written or oral, relating to the same subject matter. The application of general terms and conditions of purchase or any other similar document issued by the Client is expressly excluded. Each of the provisions of the Agreement shall apply to the fullest extent permitted by law and any invalidity in whole or in part of a provision shall not affect the remainder of that provision or the Agreement. The fact that Isatech does not claim a breach of any of the obligations referred to in the Contract shall not be interpreted in the future as a waiver of the obligation in question. As these GTC may be subject to subsequent modifications, the version applicable to the Client’s order is the one in force on the day the Agreement is concluded.
2.1 Any order placed with Isatech shall be considered firm and definitive as soon as it is issued by the client. The Contract is only concluded after written confirmation of the order by Isatech or commencement of the mission, and only after actual receipt of any advance payment provided for in the GTC or otherwise agreed between the parties.
2.2 Any validation of the order may be subject to prior request for the opening of a client account at Isatech, which implies the provision by the Client of a Bank Identity Statement (BIS) and an original business registration certificate or equivalent document (which must be less than 3 months old), in accordance with the regulations applicable in the country of establishment of the Client.
2.3 Any amendment to the Contract at the Client’s request, including any additional services relating to the same project, or any change in the scope during the Contract (e.g. changes in the technical and functional scope), must be made by amendment signed by the Parties after any necessary financial adjustment. The Contract is personal to the Client who may not assign or transfer to any third party, all or part of the rights and/or obligations arising therefrom, without the prior written consent of Isatech.
Any Contract concluded between Isatech and the Client takes effect as from signature by both parties and for the duration defined in the Special Conditions. Unless otherwise specified in the Special Conditions, the following provisions apply:
Any contractual period started will be fully due and invoiced.
4.1 Active collaboration: Compliance with the terms of the Contract, and in particular the deadlines, requires the active participation of the Client, and any third party under its responsibility, as well as the appointment by the Client of an available and competent team to enable a permanent and constructive dialogue with the Isatech teams. The Client undertakes to facilitate Isatech’s services and to engage and organize the human, technical and material resources necessary for the proper performance of the Contract.
The Client is solely responsible for the expression of his needs, which he must formulate precisely, accurately and exhaustively. The Client undertakes to provide Isatech, within the agreed time limits and in formats accepted by Isatech, with all the information, data or elements necessary for the performance of the Contract. The Client undertakes to communicate spontaneously and in sufficient time all events and/or information and/or difficulties to Isatech that could have an impact or would be useful for the proper performance of the Contract, enabling the parties to consult each other and to put in place the best possible solution as quickly as possible.
4.2 Modification of the schedule: For services involving travel by Isatech or its subcontractors (in particular training) as well as for remote services, the Parties shall determine the schedule by mutual agreement. In the event that it is impossible to carry out these services on the agreed date due to the Client’s organization, the latter must immediately inform Isatech in writing. A penalty may be invoiced by Isatech to the Client under the following conditions: (i) penalty equal to 100% of the amount excluding VAT of the services in the event of written notification received by Isatech less than five calendar days before the agreed date, (ii) penalty equal to 50% of the amount excluding VAT of the services in the event of written notification received by Isatech between five and fifteen calendar days before the agreed date.
4.3 Duty to advise: Isatech undertakes, by virtue of an obligation of means, to perform the Contract in accordance with the practices of the profession. Isatech will exercise its duty to advise (i) by responding in good time to specific requests for information concerning its services, (ii) by informing the Client, as soon as it becomes aware of any event that will lead to an increase in prices or delays. It is the Client’s responsibility to ensure that the services and equipment to be provided by Isatech meet the client needs by verifying the information provided in the documentation and on the commercial proposal submitted by Isatech and by requesting any further information or clarification in writing.
4.4 Protection and security measures: The Client must comply with the legal standards for the protection and security of users. The Client protects its information system (hardware, software, network, etc.) against illegal access by third parties, viruses, worms and other hostile intrusion processes and assumes responsibility for the protection measures in this regard. The Client undertakes to comply with the rules and procedures provided, in particular with regard to data transmission and security. The Client must, before any services are provided by Isatech, and regularly, back up data, files and programs to avoid any loss, destruction or alteration of information. The Client is also responsible for the choice of its Internet service provider and for the supply and implementation of the equipment necessary to access the services via the Internet network.
With regard to hosted services, Isatech shall take measures to protect its network and servers against access by unauthorized third parties.
4.5 Compliance with regulations: The Client undertakes to comply with the laws and regulations applicable, in particular the provisions applicable to the computer processing of personal data. The Client is responsible for personal data within the meaning of Act No. 78-17 of 6 January 1978 as amended, which it collects, informs and processes in the context of its use of the software, software packages and/or services provided under the Contract.
In general, the Client is solely responsible for the accuracy, relevance and legality of the data of any kind that it communicates to Isatech or integrates into the software and/or software packages as well as for any results obtained. As a result of the foregoing, Isatech shall in no event be liable for the Client’s failure to comply with the applicable regulations or for the content of the information and the nature of the data published by the Client.
5.1 The prices applicable to the Contract are those set out in the Special Conditions, or in the commercial proposal or at Isatech’s rate in force for the equipment and services concerned. Prices are always in euros and do not include tax. The prices do not include processing, shipping, transport and delivery costs, or travel costs, which are invoiced in addition, under the conditions indicated in the Special Conditions, or failing this according to Isatech’s rates.
5.2 Due to price and/or currency variations to which third party manufacturers’ imported hardware and software are subject, Isatech reserves the right to re-invoice the Client for these variations after prior written notification with one month’s notice.
5.3 Unless otherwise stipulated in the Special Conditions, the services are provided on a fee-for-service basis. Billing is in indivisible hours and any services provided by Isatech give rise to a minimum invoice for one hour. Invoicing is effective from the first study of services ordered, even orally, by the Client who will be invoiced for the time spent for the diagnosis.
5.4 Unless otherwise stipulated in the Special Conditions, prices are automatically, ipso jure, without formality and without notice, indexed to the SYNTEC index once a year on the anniversary date of the Contract by applying the following formula: P = P0 S/S0 in which P = new price; P0 = initial price; S = last SYNTEC index published on the invoice date; S0 = last SYNTEC index published on the date of signature of the Contract.
5.5 In the event of an order to a country other than metropolitan France, the Client is the importer of the equipment, licences or services concerned. For all orders outside the European Union and DROM-COM, the prices invoiced are exclusive of all taxes, customs duties, local taxes or import duties, which are the responsibility of the Client. Any withholding tax, tax, duties, duties or charges that would be due by Isatech under the Contract, shall be added to the price and shall be borne by the Client or refunded to Isatech.
Payment terms of 30 days except as otherwise provided for in the Special Conditions:
Invoices are payable in accordance with the terms and conditions set out in the special conditions or, failing that, upon receipt of the invoice. No discount will be granted in the event of early payment. In case of direct debit, the Client undertakes to provide his bank details (IBAN and BIC) and to complete the SEPA mandate in paper form when ordering.
Once the SEPA mandate is accepted and in the event that the Client signs several contracts successively and chooses to pay the sums due to Isatech by direct debit, he accepts that each of these contracts is governed by a common and unique direct debit authorization with variable amounts depending on the additions and deletions of contracts over time.
Isatech may require an additional deposit, reduced payment term, cash payment and/or any other payment security or guarantee before the execution of orders, in the event of (i) a first order placed by the Client, (ii) deliveries and supplies intended for export, (ii) late payment of a previous order, (iii) risk of insolvency of the Client, (iv) risk of collection difficulties and/or in the absence of references deemed satisfactory by Isatech, and/or (v) for any other reason similar in nature to those mentioned above.
Any delayed payment will result in the immediate payment of all sums due by the Client, without prejudice to any other request from Isatech. In the event of late payment or non-payment, penalties shall be applied automatically and without the need for a reminder, from the due date until the day of payment, at a rate equal to the European Central Bank’s refinancing rate plus 10 points. In addition to the legal fixed compensation for recovery costs of 40 euros per invoice, the Client must also pay all costs incurred as a result of non-payment on the due date, including the fees of legal officers and court officers.
In the event of non-compliance with the terms of payment or non-payment 8 days after the first presentation of written formal notice, Isatech may suspend services and deliveries, and/or terminate the Contract with immediate effect by written notification, without prejudice to any other request.
Any unpaid amount, resulting from a lack of provision and/or a refusal by the Client’s bank, will be considered as a late payment.
8.1 Deadlines: Isatech undertakes to make its best efforts to provide the services ordered by the Client in a timely manner. As an indication and unless otherwise agreed in writing, the services are provided during normal business hours from Monday to Friday (seven (7) hours from 8:30 am to 5:30 pm with an interruption from 12:00 pm to 1:30 pm). Any request outside these time slots may be subject to increased invoicing.
Delivery and/or execution times are given as an indication and failure to respect them can in no case give rise to cancellation or termination of the Contract. The delivery execution time starts when the deposit is received by Isatech. In the event of “firm” deadlines stipulated in the Special Conditions, they may be called into question in the event of circumstances beyond Isatech’s control (in particular material unavailability, transport problems, computer or network problems, changes to the specifications, bad weather, strikes, etc.), or failure or delay by the Client or any other party outside Isatech.
8.2 Equipment: Unless specified in the Special Conditions, delivery is deemed to have been made when the equipment ordered is handed over to the first carrier. The Client acknowledges that it is the carrier’s responsibility to make the delivery at the agreed place and has no recourse against Isatech in the event of a problem related to the delivery.
The conformity of the equipment (condition, quantity, references…) and its packaging must be imperatively checked by the Client when he receives it. Any anomaly must be noted by the Client in the form of clear, precise and complete handwritten reservations on the delivery note. The Client has a period of 3 days from delivery to confirm by registered letter with acknowledgement of receipt any reservations or claims concerning the equipment delivered, with all the relevant supporting documents. After this period or in the case of failure to comply with these formalities, the equipment shall be deemed to be conform and free of any apparent defect and no claim shall be accepted by Isatech.
8.3 Licenses – services: The provision of software packages or software at the address indicated by the Client constitutes delivery, even if installation is not effective at this date. The software packages or software may be made available by download or via remote access via a hosted platform. The Client shall proceed under its sole responsibility to install the software packages and software, unless it uses a service from Isatech which will be invoiced separately.
The Client undertakes to accept the software packages, software and services provided by Isatech within the time limits and in accordance with the terms and conditions provided for in the Special or Annex Conditions. If no acceptance procedure or validation period is provided for, the Client has a period of 10 calendar days from the delivery of the software packages or services. In the absence of written reservations reporting non-compliance with the specifications mentioned in the Special Conditions, stating the reasons, sent to Isatech within this period, the Client is deemed to have accepted the software, software package and/or services without reservation. Any request for modification may be the subject of an additional service that may be invoiced at Isatech’s rate at the time of the request.
The transfer of ownership of the items sold to the Client will only be carried out after full payment by the latter, regardless of the delivery date of the said items. In this respect, payment means the effective payment on Isatech’s account of the price, the costs related to the order and interest. The Client may under no circumstances resell the items sold, nor grant security on them, before their full payment. On the other hand, ownership and risks (in particular of loss, theft or damage) of the delivered items are transferred to the Client and assumed by him from the date of their delivery.
10.1 Client items : The photos, texts, information, data, software, databases, materials, equipment or elements provided by the Client to Isatech in the context of the execution of the Contract (“Client items”) are deemed to belong to the Client and under its responsibility. The Client guarantees that these items do not infringe the rights of third parties, and in particular copyrights, trademarks or any other intellectual property rights. If one or more of the Client items have been designed, in whole or in part, by a third party, the Client must have obtained the appropriate rights for his benefit and for the benefit of Isatech. Isatech cannot be held liable for any liability relating to the nature or content of the information in the Client items and/or any use made of them through or outside the Agreement. In the event of a claim or action by a third party relating to the Client items, the Client shall indemnify Isatech upon first request, for all damages suffered and financial consequences incurred by the latter, in particular any legal costs.
10.2 Isatech Property: Isatech retains ownership of all the intellectual property rights to the distinctive signs and in particular trademarks and logos, as well as studies, documentation, methods, tools, know-how, databases, algorithms, software, results and specific developments carried out, used or developed, even at the Client’s request, during the execution of the Contract, whether or not they are pre-existing. Isatech shall have the sole right to claim ownership and protection of these intellectual property rights.
The Agreement does not imply any transfer of ownership whatsoever between the parties of their respective intellectual and industrial property rights. In particular, the Client may not reproduce, represent or exploit such elements without the express prior written consent of Isatech.
The Client may not modify the ownership notices and documentation displaying Isatech’s and/or its partners trademarks or infringe on Isatech’s trademarks and other rights.
10.3 Joint developments: In the event of legally protectable developments carried out jointly by the Parties, the Parties shall first approach each other in order to agree on the conditions for the development (in particular sharing of resources and investments), use and exploitation of the developments and their results. Otherwise, these developments and their results will remain the property of Isatech.
In any event, each of the Parties retains exclusive ownership of its own know-how, intellectual property rights and knowledge (including processes, tools, methods, software, algorithms, etc.) developed or acquired, before or independently of the Contract.
10.4 License: Any software package, software, specific development or similar provided under the Agreement remains the property of Isatech or its publisher, including their documentation and any updates, previous, current or future versions. A non-exclusive and non-transferable right of use of the software packages and/or software is granted to the Client under the terms of the applicable license and within the limit of the number of users determined in the Special Conditions.
With respect to Isatech’s software packages, software, specific developments or similar (“Isatech Software”), the license granted to the Client regardless of the mode chosen is limited to a non-exclusive and non-transferable right of use of Isatech Software during the term of the Agreement and in consideration of the Client’s compliance with its commitments, in accordance with their destination and user documentation, and for the number of users and the Client’s professional needs expressly specified in the Special Conditions.
Any other use not expressly authorized by Isatech within the framework of the Contract is unlawful. In particular, the Client is prohibited from :
The databases provided with the said Isatech Software benefit from the same property rights and must not be the subject of any attempted analysis. They must not be used outside the authorized use of Isatech Software.
The parties undertake to keep strictly confidential all information concerning the other party to which they may have access in connection with the Contract, and more particularly any material or immaterial element, deliverable, know-how, code, document of any kind, scientific, technical, industrial, computer-related , commercial, strategic or other, obtained under the Contract and which is not in the public domain. The subject matter of the Contract, as well as its execution and remuneration procedures, also constitute confidential information.
The Client undertakes to take all necessary measures to ensure that the studies provided and tools made available under the Contract, in particular software, specifications, databases, algorithms and their documentation, are not disclosed to third parties or used for purposes other than the execution of the Contract.
The obligation of confidentiality provided for in this article shall apply throughout the duration of the Contract and for a period of 10 years from its termination. At the end of the Contract, the confidential information of the issuing party shall be returned upon request or destroyed.
The Client guarantees the proper execution of this confidentiality obligation by its managers, staff, subsidiaries and subcontractors.
The equipment sold by Isatech may have a specific manufacturer warranty (warranty coverage directly by the manufacturer, or on-site warranty, or specific warranty extension). Unless a specific maintenance service is subscribed to by Isatech, the Customer must contact the manufacturer’s after-sales service directly, without going through Isatech, which provides no contractual guarantee as to the equipment sold. Isatech does not accept any return of merchandise in this context and cannot be held responsible for any failure of the manufacturer under this warranty. Any return of equipment to Isatech by the Customer must be subject to Isatech’s prior written agreement. After acceptance by Isatech, the Customer will be required to return the defective goods in the condition in which they were received with all the articles (accessories, documentation, original packaging…) as well as the delivery note and invoice. The return costs will be charged to the Customer.
The software and software packages are guaranteed by the software publisher concerned.
Isatech guarantees that the Solution provided is virus free on the delivery date. The Customer is informed that he must take all necessary measures to protect his information system against viruses, worms and other hostile intrusion processes.
Isatech does not guarantee the ability of the hardware, software or services to achieve objectives or results that the Customer has set for itself and/or to perform particular tasks that would have motivated the Client in its decision to conclude this Contract. Only the Client’s needs that have been formalized in writing in the Special Conditions and accepted by Isatech may be taken into account.
Prior to signing the Agreement, the Client was free to request any information concerning hardware, software, software packages and services from Isatech. By signing the Contract, the Client acknowledges that he has been sufficiently informed.
It is recalled that it is the Client’s responsibility to comply with the instructions given by the manufacturer of the hardware and the publisher of the software and/or software packages concerning the technical environment necessary for the proper functioning of all the hardware and software and in particular, without this list being exhaustive, the prerequisites, installation and operating instructions, backup conditions. The Client undertakes to use the hardware, software and/or services in accordance with Isatech’s recommendations and the instructions in the usage documents.
The Client is informed and accepts that the permanent evolution of technologies may lead Isatech to propose possible updates of hardware, services, software and/or software packages which may require updates at the expense and under the responsibility of the Client, of its infrastructure both in terms of hardware and software.
13.1 Isatech undertakes to take all possible care in the performance of its obligations, respecting the regulations and usages in its profession and is subject to an obligation of means. Isatech shall only be liable for direct and foreseeable damage resulting from a proven breach of its contractual obligations.
Isatech shall in no event be liable for any immaterial and/or indirect damage. Any damage suffered by a third party is indirect damage and shall not give rise to compensation. In particular, Isatech’s liability for loss of business or production, loss of profit, consequential or not, commercial prejudice, loss of data, or damage caused by downloads is excluded.
In addition, Isatech declines all responsibility for any damage resulting from the following cases: (i) failure to comply with Isatech’s recommendations, with the recommendations of the manufacturers or publishers of the hardware and software used (ii) abnormal use of the hardware or software in relation to their specifications or purpose; (ii) use of hardware or software other than that provided for by the manufacturers or publishers; (iii) modification or correction, including attempts, of the hardware or software concerned, by the Customer himself or by a third party non authorised by Isatech; (iv) negligence, failure of the Client to maintain or store the ordered items; (v) errors, improper installation, manipulation or use by users (vi) fraudulent introduction or hacking of data, or in the event of viruses detected on the Client’s workstations, even if there is an antivirus, (vii) loss or alteration of data of any kind.
Isatech shall not be held liable for any malfunctions or disruptions that may occur in the operation of the Client’s existing installation, its acquisition from third parties of hardware, software packages and software as well as their incompatibility with the hardware and/or services covered by the Contract.
Isatech does not guarantee the quality, availability and reliability of telecommunications networks, whatever their nature, in the event of data transport or Internet access, even when the Internet service provider is recommended by Isatech.
In particular, the Client is informed and accepts that, despite all the precautions that Isatech undertakes to take in accordance with good practice in order to preserve the integrity of the data, its intervention under the Contract may damage the Client’s documents, files and data. It is the Customer’s responsibility to carry out backups and backup restoration tests regularly (at least daily) before any intervention by Isatech. The Customer is required to use adequate backup media, in good condition and free of dust. The contents of the backups must be checked by the Client at least once a week following a clear internal backup procedure.
13.2 In the event that Isatech’s liability is demonstrated and retained, whatever the grounds, the maximum and cumulative compensation to which the Client may be entitled for all damages suffered shall be limited to the amount paid for the service or lot having caused the damage.
In general, if the Client fails to bring Isatech’s contractual liability into play within one year of the occurrence of the damage, the Client shall be deemed to have waived any contractual breach and may take no further action against Isatech.
Neither party may be held liable for any breach of its contractual obligations in the event of an inability to perform its obligations resulting from a case of force majeure as defined in Article 1218 of the Civil Code and understood by French case law.
The parties acknowledge that the price of the Contract reflects the allocation of risks arising from the Contract as well as the economic balance desired by the Parties and that the Contract would not have been concluded without the limitations of liability defined herein. The parties expressly agree that the limitations of liability shall continue to apply after the end of the Agreement in any case.
In the event of non-execution by either party of any of the obligations imposed on it by the Contract, the other party may send the party responsible for the non-execution formal notice, by registered letter with acknowledgement of receipt, to perform its obligation or cease its conduct prohibited by the Contract. In such a case, if the formal notice remains without effect at the end of a period of 30 days from its receipt, the party affected by the non-execution may, if it deems it appropriate, terminate the Contract by operation of law by simple notice sent by registered letter with acknowledgement of receipt to the other party.
Isatech declares that it is insured for its professional civil liability with a company known to be solvent for all material damage resulting from the performance of the Contract by its staff or collaborators. At the Client’s request, an insurance certificate specifying the purpose of the guarantees may be provided.
The Client accepts that Isatech may, freely and without prior formality, subcontract all or part of its obligations hereunder, under its responsibility. In the event of subcontracting, Isatech shall be solely responsible for complying with the obligations entered into under the Contract. The Client accepts the subcontracting of services to the companies of the Isatech group ( MyPartner, Isatech Africa) and the following possible partners: Claranet, Microsoft, Tryade, Adéosys.
The Client authorizes Isatech to quote its name and/or use its logo in its commercial references, on any document or medium, in particular in any publication and/or press release.
The Client waives, without Isatech’s prior written consent, the right to solicit, hire, engage or otherwise retain the services, directly or indirectly, of an Isatech employee, even if the initial solicitation is engaged by the employee. This commitment is valid for the duration of the Contract and for a period of 12 months following its termination, regardless of the cause. In the event of non-compliance with this commitment, the Client must pay Isatech an indemnity equivalent to 12 times the amount of the most recent gross monthly salary of the employee sollicited or hired, plus employer contributions and the cost of recruiting a replacement.
ONLY FRENCH LAW IS APPLICABLE TO THE CONTRACT AND TO THE RELATIONS BETWEEN THE PARTIES.
IN THE EVENT OF A DISCREPANCY, THE CLIENT IS INVITED TO CONTACT ISATECH’S MANAGEMENT BEFORE ANY OTHER ACTION IS TAKEN, IN ORDER TO SEEK AN AMICABLE SOLUTION.
ANY DISPUTE CONCERNING THIS AGREEMENT AND, IN GENERAL, THE COMMERCIAL RELATIONS BETWEEN THE PARTIES, SHALL BE SUBMITTED TO MEDIATION BEFORE ANY LEGAL PROCEEDINGS, EXCEPT IN CASES OF URGENCY.
THE PARTY WISHING TO IMPLEMENT THE MEDIATION PROCESS SHALL INFORM THE OTHER PARTY BY REGISTERED LETTER WITH ACKNOWLEDGEMENT OF RECEIPT, AND PROPOSE, IF NECESSARY, THE NAME OF A MEDIATOR.
THE MEDIATOR SHALL BE APPOINTED BY MUTUAL AGREEMENT OF THE PARTIES WITHIN TEN (10) DAYS OF THE FIRST PRESENTATION OF THE REGISTERED LETTER WITH ACKNOWLEDGEMENT OF RECEIPT INFORMING OF THE USE OF MEDIATION. FAILING THIS, THE MEDIATOR SHALL BE APPOINTED BY THE PRESIDENT OF THE COMMERCIAL COURT OF RENNES, RULING IN SUMMARY PROCEEDINGS AT THE REQUEST OF THE MOST DILIGENT PARTY.
THIS MEDIATOR SHALL CONVENE THE PARTIES NO LATER THAN FIFTEEN (15) DAYS AFTER HIS APPOINTMENT.
IF NO AGREEMENT IS REACHED WITHIN THIRTY (30) DAYS OF THE APPOINTMENT OF THE MEDIATOR, THE PARTIES MAY REFER THE MATTER TO THE COMPETENT COURT. FOR THIS PURPOSE, THEY EXPRESSLY ATTRIBUTE JURISDICTION TO THE COMMERCIAL COURT OF RENNES (35000 – FRANCE), EVEN IN THE EVENT OF SUMMARY PROCEEDINGS, WARRANTY CLAIMS, INCIDENTAL CLAIMS OR PLURALITIES OF THE DEFENDANTS.
To be initialled at the bottom of each page
Commercial stamp + signature preceded by the handwritten phrase “bon pour accord” (authorization for agreement)