The software and associated services – possibly including equipment supply – that ScredIn offers have been elaborated to satisfy everyone and in response to the needed and required evolution of engineering, the design for the future of building and the development of related connected tools. As part of its duty to inform and advise, ScredIn has made available to the Client a commercial proposal and/or documentation presenting the Software and/or associated Services, possibly including Hardware, which the Client acknowledges having read. It is the Client’s responsibility, in particular on the basis of this information, to ensure that the services offered are appropriate to their own needs. To this end, the Client may, prior to acceptance of the Contract, request from ScredIn any additional information and/or attend an additional demonstration of the Software and/or associated Services, including the provision of Hardware, failing which, the Client acknowledges that they have been sufficiently informed. Any specifications or other requirements document prepared by the Client will not be taken into account by ScredIn under the Contract unless expressly approved by ScredIn prior to the signing of the Contract, including these GTC. The Client is informed that the Services offered by ScredIn are essential to the proper use of the Software and/or Hardware provided. Therefore, it is the Client’s responsibility, in light of their needs, to assess whether or not to use these Services.
For the purposes of the GTC, the following terms shall be understood as defined below:
Client: refers to the legal entity or the natural person, co-contracting with ScredIn, intervening in the context of its professional, commercial, industrial, artisanal or liberal activity.
GTC: General Terms and Conditions.
Contract: means either:
• the contractual whole composed of several parts and several documents, namely the “Order Form” part, the present General Terms and Conditions of Sale, as well as the “Instructions for Use” and the Technical Requirements;
• the online order, validated by an authorised representative of the Client, including the elements ordered, the quantities, the prices, the present General Terms and Conditions as well as the “instructions for use” and the Technical Requirements. The General Terms and Conditions of Sale, the “user manual” and the Technical Requirements can be consulted and downloaded from ScredIn’s website (https://www.scredin.com) and can also be sent to the Client upon first request and thus comply with Article L441-6 of the French Commercial Code insofar as it provides that communication by a service provider must be made by any means consistent with the practices of the profession. ScredIn asks the Client to take cognizance of the General Terms and Conditions of Sale, the “user manual” and the Technical Requirements by this permanently available means of access.
Client Data: means the information (including personal data within the meaning of French Law No. 78-17 of 6 January 1978) for which the Client is responsible and which they enter, fill in, transmit and process as part of their use of the Service or the Software.
Instruction for use: means the document describing the special conditions for the provision of the Services.
Software: means computer programs whose author is a third party and for which ScredIn has a distribution right, excluding Software. Software includes operating system software, backup software, database management software and, in general, antivirus software and office or technical environment applications.
Equipment: means the computer equipment designated in the Purchase Order Part or in the online order, or equivalent equipment.
Associated services: means the implementation services concerning the Software and/or Equipment and/or complementary services such as training, offered by ScredIn and subscribed by the Client under these GTC in addition to the standard service.
Software package: means both a ScredIn Software Package and an Author Software Package ordered by the Client and subject to separate and different terms and conditions.
ScredIN Software package: means a standard management software package authored by ScredIn and its documentation.
Author Software package: means a standard management software package whose author is a third party publisher and for which ScredIn benefits from a distribution right that allows it to grant the Client usage rights.
Maintenance service: means the maintenance services provided by ScredIn for the Equipment and/or the Software support services described in a Service Booklet. All services not described in the booklet will be subject to an appropriate quotation and will be additional services.
3. ACCEPTANCE OF THE CONTRACT
The Client is deemed to have read the Contract as defined in Article 2 and to have duly accepted it without reservation. The Contract is materialised by the signature of the Order Form in paper form, or when the online order is concluded, which refers to these general terms and conditions and constitutes acceptance of the entire Contract. Any modification of these general terms and conditions must be the subject of special conditions duly accepted and signed by both Parties. Failing this, any modification or alteration made on the pre-printed part of the Contract (Order Form) or by e-mail when subscribing online shall be deemed null and void. For the purposes of remote acceptance of the Contract, the Client acknowledges and accepts that faxes or documents in pdf format received electronically, signed by one of their representatives or agents and received by ScredIn, have the value of written proof and can be validly opposed. The acceptance of the Contract by electronic means has, between the Parties, the same evidential value as the agreement on paper. The present GTC may be subject to change during the execution of the contract. The new version may be notified to the Client by electronic means. Without any return from the Client within two weeks of receipt, the GTC would then be considered as accepted without reservation.
4. OBJECT AND DURATION OF THE CONTRACT
The purpose of these general terms and conditions of sale is to define the terms and conditions under which ScredIn undertakes to provide the Client with the services referred to in the Contract, both in terms of Software Package and Hardware supply.
4.2 DURATION OF THE SCREDIN SOFTWARE PACKAGE CONTRACT
Unless otherwise specified in another document provided at the time of the conclusion of the Contract, the services are concluded for an initial period of: twelve (12) months, or thirty-six (36) months, or sixty (60) months, starting from the delivery (or the download) of the ScredIn Software Package. Regardless of the initial term, and unless the Client requests a longer renewal term, the Contract will be renewed by tacit agreement for periods of twelve (12) months. The party that decides not to renew the Service must notify the other party of this decision by registered letter with acknowledgement of receipt three (3) months before the end of the current period.
4.3 DURATION OF THE EQUIPMENT SUPPLY CONTRACT
For equipment deliveries, the Contract ends with the acceptance of the delivery, which is materialised either by the signature of a delivery note or by an acceptance report.
4.4 DELETION OF SERVICE
ScredIn may, throughout the duration of the Service, with one (1) year’s notice, inform the Client by any means of the deletion of a Software and/or Software Package; thereby terminating the provision of the Service for the service concerned. These deletions will not result in the termination of the Service in progress for any other Software and/or Software Package.
5. PROVISIONS FOR THE DEPLOYMENT AND INTEGRATION OF THE EQUIPMENT
5.1 If not otherwise agreed, the Equipment will be delivered to the address specified by the Client in the “Order Form” or in the online order. The installation of the Equipment will be carried out exclusively by ScredIn’s staff. The Equipment remains in the custody of the Client and may only be opened by ScredIn staff. Therefore, ScredIn declines all responsibility should the Equipment be damaged and/or faulty as a result of a third party intervention between the receipt of the Equipment and its installation.
5.2 The Client undertakes to accept the ordered Equipment as soon as it is delivered, provided that it complies with the Order Form or the online order. Any refusal to accept delivery must be notified to ScredIn’s head office by e-mail with acknowledgement of receipt or by registered letter with reasons, within forty-eight (48) hours of delivery. In case of delivery refusal not expressed in the required terms and time and/or not motivated, the Client is considered to have unilaterally and wrongfully broken the Contract. As a consequence, ScredIn may claim the total amount of the order from the Client.
5.3 ScredIn remains the owner of the Equipment sold until the price is paid in full. However, the Client will assume all risks of loss, damage, destruction, liability or damage of any kind to the goods delivered, and it will be its responsibility to insure them from the date of delivery until full payment, at replacement value, on the day of the loss. The insurance policies shall stipulate that the subscriber is acting on his own behalf as well as on behalf of the owner and shall ensure the payment of any indemnity in his hands.
6. SOFTWARE AND PACKAGES
6.1 Any Software and/or Software Package provided hereunder remains the property of its author. Consequently, the Client acquires from ScredIn, by virtue of the Contract, only a personal, non-exclusive, non-assignable and non-transferable right to use the solutions listed in the Order Form or in the online order.
6.2 This concession is granted to the Client in consideration of the payment of the price stipulated in the Order Form or in the online order.
6.3 The duration of the concession shall be equal to that set out in the terms and conditions of the rights holder.
6.4 The rights to use the Software and Packages are granted to the Client for a number of accesses in the form of quantities, thresholds or ceilings, these elements being specified in the Order Form or in the online order and included in the terms and conditions of the rights holder. Any change in the number of units is subject to the express agreement of ScredIn and, if applicable, to the payment of an additional fee at the applicable rate. The Client acknowledges and accepts that the scope of the rights of use granted for each of the Software and Packages covered by the Contract constitutes a single, non-divisible concession.
6.5 In accordance with Article L122-6-1 I° of the French Intellectual Property Code, the author concerned reserves the right to correct any anomalies in the Software without the Client being able to raise any dispute. Within the framework of the concession of rights granted to the Client by ScredIn, the Client undertakes not to infringe the property rights of the author of the Software directly or indirectly and in particular:
• undertakes to use them only in accordance with their professional purpose, i.e. in accordance with their associated documentation and for the sole purpose of its activity;
• undertakes not to remove any mention of trademarks or proprietary notices;
• is prohibited from making the Software available to third parties, directly or indirectly, for any reason whatsoever, in any form whatsoever (in particular by “hosted application supply” mode, rental, loan, shared use) and for any purpose whatsoever, whether free of charge or for a fee, except with the prior, express and written authorization of ScredIn. In the event that the Client shares a site with third parties, the Client agrees to take all necessary measures to ensure that such third parties cannot benefit from the right to use or access the Software;
• may not copy them, except to make one (1) backup and only for security purposes;
• undertakes not to divulge its contents or to transfer its right of use for any reason whatsoever;
• guarantees that its staff complies with these provisions. The Client expressly acknowledges that the Contract does not transfer to it any property rights over the Software and Software Packages and undertakes not to make any corrections of errors, modifications, adaptations or translations of the Software. In accordance with Article L122-6-1-IV of the French Intellectual Property Code, the Client undertakes not to decompile the Software for interoperability purposes, and ScredIn undertakes to provide the Client, within a reasonable period of time, with all the information necessary for the interoperability of the Software and/or Packages with the Client’s information system in existence at the date of signature of the Contract. The Client undertakes not to use the knowledge it may have acquired during the operations defined above for any purpose other than interoperability, to the exclusion of any creation, production or marketing of a software package whose expression and basic principles are similar to those of the Software and/or Packages.
6.6 VERIFICATION OF THE USE OF THE SOFTWARE. ScredIn may conduct an on-site or remote audit of Client’s compliance with the terms of this Contract when it deems it appropriate. ScredIn will notify the Client in writing of its intention to conduct an audit with a minimum of fifteen (15) days notice. ScredIn will then notify, by email with acknowledgement of receipt and/or registered mail with acknowledgement of receipt :
• the identity of the selected audit structure, when it is an auditor external to ScredIn;
• the Software and/or Packages and licenses concerned by this audit. The Client agrees to actively cooperate in this audit, in particular by giving ScredIn access to all relevant information and by providing the necessary means to carry out the audit. It is expressly agreed that any costs incurred by the Client for its cooperation in this audit will remain at its expense. The results of the audit will be formalised in an audit report drawn up by ScredIn, which must be sent to the Client so that it can take cognisance of them and make its observations within seven (7) days. In case of dispute, the Parties agree to try to find an amicable solution before any legal action. In the event that the audit reveals use in excess of the rights granted, the Client will be billed for the additional royalties and, if applicable, for the adjustment of the invoices covering all the periods since the overrun occurred, as well as the audit costs incurred by ScredIn. In addition, if the Client uses a function or option for which it has not acquired rights, ScredIn will invoice the additional fees in accordance with the applicable tariff. The Client agrees to pay within thirty (30) days from the date of the invoice. If the Client fails to pay within the above-mentioned time period, ScredIn may terminate this Contract and thereby revoke the licenses granted and initiate any legal proceedings. The Client’s information collected during the audit operations will be considered as confidential information in the sense of the article “Confidentiality” of the GTC and may only be used for the purposes of the audit and any necessary regularization and/or in the event of legal proceedings.
6.7 DELIVERY AND INSTALLATION. The Software is delivered on computer media via a download link. The Client shall install the Software under its own responsibility, unless an optional Service is contracted. The Client undertakes to accept the Software and/or Packages ordered insofar as they comply with the Order Form or the online order. If the Client does not inform ScredIn by e-mail with acknowledgement of receipt and/or by registered mail with acknowledgement of receipt, stating the reasons, of a non-conformity of the Software and/or Packages with the Order Form or the online order within forty-eight (48) days of the download, the Client is deemed to have irrevocably accepted the Software and/or Packages without reservation.
6.8 GUARANTEE. The Software and/or Packages benefit from the guarantee of the author concerned. To the extent permitted by law, any other warranty than those expressed in this article is expressly excluded.
6.9 RESERVATION OF OWNERSHIP. ScredIn retains ownership of the media and documentation for the Software and/or Packages until full payment is received.
6.10 MODIFICATION OF THE INSTALLATION. The Client acknowledges that any modification of the installation or its environment will be done under its responsibility, except for a provision of Services.
If changes in the software and/or packages provided by ScredIn result in all or part of the Client’s equipment, in its initial configuration, whether or not provided by ScredIn, not being able to support such an update of the software and/or packages or SaaS service, ScredIn will not be held responsible and the Client will not be able to raise any challenge to comply with the technology in order to continue to benefit from the services.
8. CLIENT DATA PROTECTION
The Client is solely responsible for the encryption and/or decryption of the Client Data it processes or stores and acknowledges that it is its responsibility to:
• make backups of its unencrypted Client Data at a regular rate appropriate to its activity;
• regularly verify the content of the backups made. Prior to any intervention by ScredIn, the Client agrees to make a backup of all its Client Data.
The Client must take all necessary measures to protect its information system, in particular with regard to protection against viruses, worms and other hostile intrusion processes. Any operations to restore or reconstitute lost or damaged Client Data, programmes or files are not covered by this Contract.
9. PROVISION OF SERVICES TO THE CLIENT’S SUBSIDIARIES
9.1. PRECONDITION. A subsidiary of the Client will only be authorised to benefit from the Services if, on the date of entry into force of the Contract, the Client holds control of this subsidiary within the meaning of Article L. 233-3 of the French Commercial Code (a subsidiary meeting this condition is hereinafter referred to as a “Subsidiary”). By exception, all entities having an activity directly or indirectly, through persons or interposed companies, competing with that carried out by ScredIn, will not be considered as Subsidiaries. If, after the date of entry into force of the Contract, a Subsidiary no longer fulfils the above conditions, the said Subsidiary will immediately and automatically lose its right to benefit from the Services under this Contract. The Services may be provided to such Subsidiary subject to the execution of a maintenance agreement with ScredIn, which shall provide, among other things, for the financial terms and conditions of the provision of the Services.
9.2. PROVISION WITH THE PROVISIONS OF THE CONTRACT BY THE SUBSIDIARIES. The Subsidiaries will be entitled to the Services provided by ScredIn to the Client under this Contract on the same terms as the Client. The Client will ensure that the Subsidiaries comply with all of its obligations under the Contract. The benefit of the Services to the Subsidiaries may not have the effect of exceeding the limits set out in the “Items Ordered” section or in the online order. The Client shall be jointly and severally liable for compliance with the provisions of the Contract by the Subsidiaries. In the event of non-compliance with any of the provisions of the Contract by any of the Subsidiaries, ScredIn may apply directly to the Client to obtain redress without the need for prior formal notice from the relevant Subsidiary.
10. FINANCIAL PROVISION
10.1. PRICE. The prices of the items ordered under the Contract are indicated in Euros excluding VAT and are shown on the website http ://www.scredin.com and/or on the “Order Form”. Upon acceptance of the Contract, the Client will pay to ScredIn the total amount including VAT of the Equipment and/or Software and/or Packages either online or by bank transfer to the bank details shown on the Order Form. For the supply of Equipment or training services, the Client shall pay to ScredIn, upon signature of the Contract, by bank transfer or online, a minimum deposit of thirty (30) % of the total amount (excluding VAT) of the ordered items, which deposit shall not be less than one thousand (1000,00) euros.
10.2 BILLING AND PAYMENT FOR EQUIPMENT AND SOFTWARE. The full price of the Equipment will be invoiced upon delivery. Unless they have been paid by the Client at the time of ordering in accordance with article 10.1 above, ScredIn’s invoices will be paid by the Client without discount at thirty (30) days from the date of issue of the invoice by direct debit or by bank transfer. For online orders, ScredIn’s invoices will be paid by the Client in cash without discount by credit card or without discount within thirty (30) days from the date of invoice by direct debit. As an exception, for online orders, for first time clients, ScredIn’s invoices will be paid by the Client in cash without discount by credit card.
10.3 BILLING ANG PAYMENT BY SERVICES. Invoicing for the Services will be carried out according to the Client’s choice expressed in the “Order Form” section either annually, quarterly or monthly in arrears.
As an express derogation to all Services Booklets, ScredIn reserves the right to invoice the Service annually in arrears associated with a payment by direct debit if the amount of Services ordered by the Client is less than 1500 euros (excluding VAT) per year. Furthermore, for Clients who have subscribed to services from ScredIn under several contracts, ScredIn also reserves the right to invoice the Services ordered under the present Contract as well as the services ordered under previous contracts in a single invoice, which may be annual if the cumulative amount of invoices is less than 1500 euros (excl. VAT) per year. In the case of orders for Services with different billing periods, ScredIn reserves the right to apply the same billing period to all Services. It is hereby specified that this periodicity will be the one applied to the Service(s) representing the major part of the total amount of the Services. For online orders, unless otherwise specified in a Service Booklet, the Service will be invoiced monthly in arrears. As an express exception to any Service Booklet, ScredIn reserves the right to invoice the Service annually in arrears in combination with a direct debit payment if the amount of Services ordered by the Client is less than 1500 euros (excl. VAT) per year. Furthermore, for Clients who have subscribed to services from ScredIn under more than one contract, ScredIn also reserves the right to invoice in a single invoice the Services ordered under this Contract as well as the Services ordered under previous contracts, this single invoice may be annual if the cumulative amount of invoicing is less than 1500 euros excl. In the case of orders for Services with different billing periods, ScredIn reserves the right to apply the same billing period to all Services. It is hereby specified that this periodicity will be the one applied to the Service(s) representing the major part of the total amount of the Services. The first billing for the Services will occur upon delivery by ScredIn of the Equipment or Software, such delivery being deemed to correspond to the date of billing for the Equipment or the granting of the rights to use the Software. For the Services, ScredIn’s invoices (including for online orders) will be paid by the Client without discount by direct debit within thirty (30) days from the date of invoice. The Client agrees to provide its bank details (IBAN and BIC) and to complete the SEPA Mandate in paper or electronic form; the Client is free to choose the form of the SEPA Mandate, when and as long as both forms are made available by ScredIn. If the Client decides to use the SEPA Intercompany Mandate, it is up to the Client to make sure, beforehand, that its credit institution is able to process its request. In all cases, the billing for the Services will be processed by ScredIn on the basis of anniversary periods (months, quarters, years) and not calendar periods. As of the implementation of the SEPA Mandate and in the event that the Client successively signs several Contracts and chooses to pay each time the amounts due to ScredIn by direct debit, the Client accepts that each of these Contracts is governed by a common and unique direct debit authorization, the amount of which will vary, as a result, according to the additions and deletions of Contracts over time. The above provisions shall apply to all Services with the exception of Services involving variable consumption, which shall be invoiced monthly in arrears and paid by the Client without discount by direct debit within thirty (30) days of the date of issue of the invoice; and Services for which a relevant Service Booklet provides for specific invoicing and/or payment provisions.
10.4 The cost of telephone calls between ScredIn and the Client outside mainland France is at the Client’s expense and will be subject to additional billing if ScredIn incurs such costs.
10.5 In the event that the Client requests that ScredIn follow one of its own practices for the payment of invoices issued under this Contract (particular mention on the invoices, particular method of communication of the invoices, etc…), this practice must be communicated to ScredIn before the signature of this Contract so that it can be taken into account and indicated in the special conditions of this Contract. Otherwise, the failure to comply with these practices specific to the Client will not constitute a reason for the Client not to pay or to pay late the invoices of ScredIn.
10.6 After the due date, a penalty for late payment calculated on the basis of three (3) times the legal interest rate will be payable by ScredIn without the need for a reminder.
10.7 Pursuant to Article L 441-6 I of the French Commercial Code, the Client will also be liable to pay a fixed indemnity of forty (40) euros (€) for the collection costs incurred by ScredIn. Where applicable, when these costs exceed the amount of this indemnity, ScredIn may claim additional compensation from the Client, upon presentation of proof of the efforts made. These indemnities will not be applied in cases where the Client proves that it is the subject of receivership or liquidation proceedings.
10.8 ScredIn reserves the right, fifteen (15) days after the sending of a formal notice to pay, in registered form, which has remained partially or totally without effect, to suspend the execution of the Services until full payment of the amounts due. All unpaid fees, following a bank rejection of a payment by the Client, shall remain the financial responsibility of the latter.
10.9 During the term of the Services, ScredIn may change the prices of the Contract once per calendar year. In the event that the Client does not accept the increase in the invoiced amounts, the Client will have the right to terminate the Service concerned by registered letter with acknowledgement of receipt sent within forty-five (45) days following the date of the invoice containing the new invoiced amounts. The Service will then remain in force, under the tariff conditions of the previous invoice, until the end of the fifth (5th) month following the month during which the invoice in question was issued.
The proper execution of the Contract and the proper performance of these terms and conditions require loyal, active and permanent cooperation between the Parties. Consequently, each of the Parties undertakes to :
• be actively involved in the performance of its obligations;
• refrain from any behaviour which may affect and/or hinder the performance of the obligations of the other Party;
• provide each other within a sufficient period of time, compatible with the proper observance of the deadlines agreed between the Parties, with all the information and documents necessary for the performance of the Contract;
• to alert each other as soon as possible in the event of any difficulty and to consult each other in order to implement the best possible solution as soon as possible. It is the Client’s responsibility to provide ScredIn with all the information concerning it that is necessary for the performance of the present contract and to inform ScredIn of any difficulties that it may have knowledge of or that its knowledge of its field of activity allows it to foresee, as the present contract is being performed. Furthermore, the Client undertakes to maintain sufficiently competent, qualified and trained users throughout the execution of the present contract.
12. TERMINATION FOR BREACH
12.1 Each of the Parties may automatically terminate this Contract, by registered letter with acknowledgement of receipt, in the event of duly justified breaches by the other Party of one of its essential obligations under the granting of rights of use over the Software, such as to render the continuation of the Contract useless or impossible, without prejudice to any damages. The termination of this Contract shall take effect three (3) months after receipt of the aforementioned letter by the defaulting party, unless the latter can justify the appropriate remedies taken or to be taken to
eliminate the breach observed. In the event of termination of the Contract for breach by the Client, the latter will no longer be authorised to use the Software and must either return it or certify its deletion from its computer systems.
12.2 Each of the Parties may terminate the Service as of right, by registered letter with acknowledgement of receipt, in the event of duly justified breaches by the other Party of one of its essential obligations under the Service that render the continuation of the Contract pointless or impossible, without prejudice to any damages and interest. Termination of the Service will take effect three (3) months after receipt of the aforementioned letter by the defaulting Party, unless the latter can justify the appropriate remedies taken or to be taken to eliminate the breach observed. In the event of termination of the Service due to default by the Client, the Client will owe ScredIn, in addition to the unpaid invoices at the date of termination, an indemnity corresponding to the totality of the monthly payments remaining to be invoiced for the Service until the contractual expiry date, and will be able to continue to benefit from the rights to use the Software.
13.1 Given the state of the art in its profession, ScredIn, which undertakes to take all possible care in the performance of its obligations, is subject to an obligation of means.
13.2 The Equipment and Software delivered under the Contract will be used by the Client under its sole control, direction and responsibility. During any intervention by ScredIn, the Client remains the custodian of the equipment, software packages, Client Data, files, programs or databases and, as a result, ScredIn will not be held responsible for their deterioration or destruction, whether total or partial. Therefore, the Client is responsible for
• the choice and acquisition, prior or future, from third parties of hardware, software packages and software intended to be used with the Equipment and Software. ScredIn shall not be liable for any incompatibilities with the elements ordered under the Contract, nor for any resulting malfunction or disruption;
• the project management of its computerisation in the event of a multiplicity of suppliers chosen by it;
• compliance with the Technical Requirements (present and future) in order to avoid harmful consequences such as slowdowns, blockages, alterations of Client Data;
• any consequences, at the level of the Equipment and Software, subject of the Contract, resulting from modifications decided and/or carried out by the Client, of its installation or of its environment.
13.3 The Client is informed that ScredIn is not responsible for the quality, availability and reliability of telecommunications networks of any kind for the transport of data or access to the Internet, even when the Internet service provider is recommended by ScredIn.
13.4 ScredIn will only be liable for direct and foreseeable damages resulting from a breach of its contractual obligations. In the event that ScredIn is found liable, the total compensation to which the Client may be entitled, from all causes, including principal, interest and costs, will be limited to the direct and foreseeable loss suffered by the Client and will not exceed the amounts paid by the Client, during the last twelve (12) months, for the Equipment, Software or Service that gave rise to ScredIn’s liability.
13.5 In no event will ScredIn be liable to the Client or any third party for any unforeseeable damage or consequential damage, whether material or immaterial, such as loss of business, loss of profit or image or any other financial loss resulting from the performance of this Contract, or any loss or damage to information for which ScredIn cannot be held liable. Any damage suffered by a third party is indirect damage and does not give rise to compensation.
13.6 The Contract price reflects the allocation of the risks arising from the Contract, as well as the economic balance intended by the Parties, and that the Contract would not have been concluded on these terms without the limitations of liability defined herein. The Parties expressly agree that the limitations of liability shall continue to apply even in the event of termination or cancellation of the Contract.
14. FORCE MAJEURE
14.1 Neither Party may be held liable for any breach of its contractual obligations if it has been prevented from performing its obligation by an event of force majeure as defined in Article 1218 of the French Civil Code. It is expressly agreed between the parties that the following events constitute force majeure within the meaning of this clause: total or partial strikes within or outside of ScredIn, blockages of means of transport for any reason whatsoever, unavailability or shortage of equipment ordered from ScredIn’s suppliers or subcontractors, judicial liquidation of one of its suppliers or subcontractors, blockage or disruption of means of communication, telecommunication or postal services as well as interruption or blockage of the electrical networks.
14.2 In this case, the Party invoking force majeure shall notify the other Party, by registered letter with acknowledgement of receipt, as soon as possible, of the occurrence of such an event and the necessary extension of the deadlines for the performance of its obligations. If the impediment is temporary, the performance of the obligation shall be suspended until the Party invoking force majeure is no longer prevented by the event of force majeure. The Party invoking force majeure shall keep the other Party informed and undertakes to do its best to limit the duration of the suspension. In the event that the suspension continues beyond a period of three (3) months, each of the Parties shall have the option of terminating the Contract without compensation by notifying the other Party of its decision by registered letter with acknowledgement of receipt. If the impediment is definitive, the Contract shall be terminated ipso jure and the Parties shall be released from their obligations under the conditions provided for in Articles 1351 and 1351-1 of the French Civil Code.
All information, data (in particular Client Data), deliverables and/or know-how, whether or not covered by intellectual property laws, whatever their form and nature (commercial, industrial, technical, financial, etc.), exchanged between the Parties or of which they become aware during the performance of the Contract shall be considered confidential (hereinafter the “Confidential Information”). Each of the Parties undertakes to use the Confidential Information only in the context of the performance of this Contract, to protect the Confidential Information and not to disclose it to third parties other than its employees, collaborators, subsidiaries and subcontractors who need to know it for the performance of the Contract without the prior written authorisation of the other Party. The Parties undertake to take all necessary measures to ensure that their employees, collaborators, subsidiaries and subcontractors who have access to the Confidential Information are informed of the confidential nature of the information communicated and respect the obligations arising from this clause. Each Party shall be released from its confidentiality obligation
in the possession of that Party prior to its disclosure by the other Party without such possession resulting directly or indirectly from the unauthorised disclosure of such information by a third party (ii) which is in the public domain at the date of acceptance of the Contract or which would fall into the public domain after that date through no fault of that Party’s failure to comply with its confidentiality obligations under the Contract, (iii) which has been independently developed by that Party, or (iv) the disclosure of which is required by law or by a competent judicial or administrative authority or is necessary to defend the interests of either Party in a legal action.
The Parties undertake to comply with the obligations resulting from this article throughout the duration of the Contract and for five (5) years following its termination. In this respect, upon expiry or termination of this Contract, each Party shall either return to the other Party all documents containing confidential information, or assure the other Party of the destruction of all confidential information in its possession. Under no circumstances may a copy of the documents containing confidential information be retained by a Party without the exceptional written agreement of the other Party.
16.1 The Contract, as well as the rights or obligations therein, may be assigned by the Client, in whole or in part, for valuable consideration or free of charge, subject to the prior written consent of ScredIn.
16.2 ScredIn may assign or transfer the Contract freely and without formalities. Upon written notification of the assignment to the Client, ScredIn will be released from its obligations under the Contract and will not be held jointly and severally liable for the performance of the Contract by the assignee.
17. ADDITIONAL SPECIFICATIONS
17.1. The fact that one of the Parties does not avail itself of any of the obligations referred to in the Contract shall not be interpreted as a waiver of the obligation in question.
17.2. The Client agrees that ScredIn may, freely and without prior formality, subcontract all or part of its services under its responsibility. In case of subcontracting, ScredIn will remain solely responsible for the proper fulfilment of the obligations under the Contract.
17.3. The Contract shall prevail over any other document, including any general terms and conditions of purchase of the Client. Unless expressly stated, the terms, conditions and obligations of this document shall prevail over all others.
17.4. If one or more provisions of the Contract are held to be invalid or declared as such in application of a law or following a final decision of a competent court, the other provisions shall retain their force and effect.
17.5. The Client authorises ScredIn to quote its name and/or reproduce its logo in its commercial documents and press announcements in any form or medium whatsoever.
17.6. ScredIn will be free to use the know-how acquired during the execution of the Contract and to perform similar services on behalf of other Clients.
17.7. ScredIn reserves the right to charge the Client for time spent investigating the causes of incidents where the incident encountered by the Client does not originate from a service or supply of ScredIn hereunder.
17.8. ScredIn undertakes to maintain professional indemnity insurance covering any damage that may occur in the performance of the present Contract.
17.9. The Parties have assessed the risks associated with the performance of the Contract, which they accept and assume, and consequently waive the right to renegotiate the terms of the Contract under any circumstances. It is therefore expressly agreed between the Parties that the application of Article 1195 of the French Civil Code is excluded.
18. APPLICABLE LEGISLATION
French law is the only law applicable to the Contract. The language of this Contract is French. All documents, of whatever nature, must be written in French. In the event that original documents from the Sub-Contractor are written in a language other than French, they must be accompanied by a translation into French in order to be admissible.
Any disputes that may arise in connection with this Contract, and in particular its validity, interpretation or classification, its performance or non-performance, its interruption or termination, or the termination of established relationships in which this contract is directly involved, must necessarily be the subject of an attempt to reach a prior amicable agreement, by means of mediation. Therefore, in the event of a dispute, the more diligent Party shall send the other Party a written statement setting out the nature of the difficulty encountered, proposing that the matter be referred to a mediator, which it must be able to justify. The other Party must then, within fifteen (15) days of receiving this writing, take a position on the requests of the more diligent Party, and accept in writing the first mediation meeting.
The parties have two (2) months to find an amicable solution, if necessary through a transaction, failing which the dispute will be submitted to the Commercial Court of Clermont-Ferrand, which has sole jurisdiction in the event of the mediation process failing.