FOR SOFTWARE PRODUCTS PUBLISHED BY THE IGE+XAO GROUP
The present Conditions are concluded between, on the one hand, the distributor company of the Group IGE+XAO hereinafter referred to as the “Distributor”,
On the other hand, the Licensee, wishing to acquire a Software Package right to use in compliance with the present General Conditions of Sales.
The Licensee acknowledges, prior to the order, having read and accepted the present General Conditions of Sales.
Before using the Software Package, the Licensee must have accepted the End User License Agreement that is fully part of the present General Conditions of Sales.
Any breach of the General Conditions of the End User License Agreement will lead to the termination of the present Conditions.
Software Package: set of programs provided by the Editor, referred to on the Delivery Note, delivered either by the shipping of supports to install or by downloads.
Editor: refers to the legal entity that holds all the intellectual property rights attached to the Software Packages and that operates, directly or indirectly, the conception, the development, the update, the maintenance and the marketing of these Software Packages.
Licensee:means the legal entity who has a right to install and use a Software Package on its computer hardware within the limit of the provisions specified by the Delivery.
Distributor: means the legal entity who has a right to sell to Licensees Software Package Licenses, and if necessary, to provide maintenance services related to these Software Packages within a defined territory according to the terms and conditions of the End User License Agreement.
End User: any individual – who is part of the employees or contractually authorized by the Licensee and based on its sites - who is entitled to use the Software Package and who has taken the required training courses that have been approved by the Editor. The number of authorized Users is stated on the Delivery Note and/or in the specific conditions. The Licensee guarantees the respect of the conditions of the present License by any User.
Delivery Note: refers to the document submitted to the Licensee at the delivery of the License and certifying the delivery in due form. The Delivery Note will be given to the Licensee at the delivery of hardware equipment or when the Software Package is downloaded. The Delivery Note will set the number of Users, the protection mode associated to the Software Package, the equipment and the site(s) on which the Software Package will be used.
USE OF THE SOFTWARE PACKAGE
The Software Package conditions of use are stated in the End User License Agreement, the Licensee committed to comply with before using the Software Package.
The Licensee is entitled to use the Software Package exclusively on the site(s) stated in the Delivery Note and/or the specific conditions of the license agreement. Any use outside these sites will be subject to the Distributor express agreement.
Any order is governed by the present General Conditions of Sales.
Any validated order form constitutes an irrevocable commitment from the Licensee that cannot be questioned.
In the case when the Licensee wishes to replace the version provided according to the Delivery Note by another version, following in particular the development by the Editor of new versions of the Software Package, the Licensee will have to place new orders and to pay the corresponding fees. The Licensee can also subscribe from the Distributor or the Editor a maintenance contract including the Software Package updates.
DELIVERY AND INSTALLATION OF THE SOFTWARE PACKAGE
The Software Package referred to in the Delivery Note is sent to the Licensee at the place agreed and within the period specified. The geographical area of delivery corresponds to the geographical area of the order.
The delivery includes:
- The different programs forming the Software Package in a readable and executable form.
- A copy of associated documentation – paper or electronic – composed of a reference manual and an accompanying manual.
The Software Package can be delivered to the Licensee either by the shipping of supports to install (delivery) or by downloading (service).
In all cases, except specific provisions, the shipping costs and the custom rights and taxes as the case may be, are borne by the Licensee.
In the case of shipping of supports to install, the Distributor’s standard incoterms are as follows:
- Domestic transaction within the European Union: DDP
In the specific cases of exit from the national territory:
- European transaction (shipping/introduction): DAP
- Transaction outside European Union: DAP
Custom codification: Software 85234925
The delivery of the Software Package will be materialized in any case by a Delivery Note.
Any transfer of the Software Package on an equipment different from the one specified in the Delivery Note to a site different from the one agreed shall be requested in writing to the Distributor who shall approve it in writing.
The installation of the Software Package will be handled by the Licensee. However, the Licensee can be assisted by the Distributor for such installation according to the technical and financial conditions to be defined with the Distributor.
FINANCIAL CONDITIONS AND PRICE
The rights to use are granted upon payment of a fee to the Distributor. This fee is expressed in the currency of the Distributor’s pegging country, unless otherwise stipulated. The given price is firm and definitive. Shipping costs are calculated during the purchase finalization.
Any additional service provided by the Distributor within the framework of these General Conditions, in particular any training service, will be specifically billed and paid, according to the Distributor’s conditions in effect.
An invoice will be issued at the address stipulated by the Licensee when the order is placed. All invoices are net and payable within 30 days of the invoice date, unless otherwise stipulated in the Delivery Note.
The payment is made preferably by bank transfer or by cheque or by cash. In case of payment by cheque, it must be issued by a bank domiciled in the country of the Distributor’s head office.
Any late payment shall, after notice to pay, accrue late interest fees calculated equal to the ECB’s ‘Refi’ rate increased by 3%. In the event an invoice is not paid on the due date, the Distributor shall have grounds to suspend the performance of his/her obligations under the General Conditions after having sent a notice to pay that remained without effect during seven (7) days, until the complete payment of the due amounts. This suspension shall be the Licensee’s responsibility who hereby accepts the consequences, especially the increases in price and the delay in the time period.
FUTURE VERSION OF THE SOFTWARE
The Licensee may not claim any right to future versions of the Software. Updates, if available, will be bought by the Licensee to the Distributor at the price and conditions in force on the day of the request. The Licence excludes any maintenance and/or assistance service or any other additional. Separate contracts will be concluded for these services if necessary.
The Editor shall carry out his/her contractual obligations with as much care possible in his/her profession. The Licensee shall not be able to argue about the professional quality of the Distributor in order to get out of his responsibilities that come from the obligations pursuant to the present General Conditions. The Licensee will have sole responsibility for the use and administration of the Software Package, and especially for checking the operation, providing security for the data and security procedures in hhe event of failure or breakdown of all the Hardware and Software.
It is also the Licensee’s responsibility to buy to the Distributor all the updates and/or new versions necessary for proper functioning of the Software Package. The Licensee will have to take care of all the insurances needed to compensate for the consequences of theft or destruction of the Software Package and/or associated documentation.
COLLABORATION OF THE PARTIES
The Parties have been informed that the warranty service requires active participation of both Parties. The General Conditions provide the following modalities:
- The appointment by the Licensee of a qualified preferred interlocutor who will represent him/her with the Distributor and who may be replaced whatever the cause by another interlocutor of identical expertise.
- The supply by the Licensee to the Distributor, of any document, information, necessary in order to understand the problem arisen and best answer the needs expressed by the Licensee.
ACT OF GOD
The Parties shall not be responsible for any breach of one of their contractual obligations due to an act of God.
The following are expressly considered acts of God as well as those normally considered by the local Courts and Tribunals as acts of God, namely full or partial strikes that are inside or outside of the company, bad weather, earthquakes or other natural catastrophes, epidemics, transportation blockages or supply blockages. The occurrence of an act of God will firstly suspend by full right, the execution of the order. If beyond a period of three months, the Parties note the persistence of the act of God, the order will be automatically cancelled, unless otherwise agreed.
Personal information asked to the Licensee is necessary to process and deliver orders and generate invoices. The Licensee cannot oppose the communication of such information. Nevertheless, he/she should have the right to access and rectify data concerning him/her by asking the Distributor.
NO HEADHUNTING OF STAFF
The Licensee shall undertake for the duration of the Software Package License and 12 months after its expiry, not to put in service, take on or make offers to take on a member of the Distributor or Editor’s staff concerned with the performance of the present License, without the prior written agreement of the Editor. In the event of a breach of the present clause, the Licensee shall undertake to compensate the Distributor or the Editor by paying compensation equal to the gross payment made to the employee during the year before his or her departure.
Each of the Parties hereby agree to keep confidential all information or documents that are deemed confidential or that are confidential in nature, no matter what medium they are on, that shall be provided when the present General Conditions are negotiated or executed.
This confidentiality obligation shall apply throughout the execution of the License and for a duration of five (5) years starting from its expiration.
Modification of the present General Conditions
All modifications may only be taken into account when an amendment is signed by both Parties.
If one of the current clauses of the General Conditions of sales conflicts with internal legislation, the aforementioned clause shall be deemed invalid but the other stipulations will keep their force and their effect.
Unless provisions to the contrary are specified in the present General Conditions, any renunciation claiming the violation of any clause cannot constitute a renunciation claiming previous, simultaneous, or subsequent violations of the same violation or of other clauses.
The present General Conditions will be written in the language of the Distributor.
In case of translation in foreign language, only the version written in the language of the Editor will bind the Parties..
The Distributor is authorized to mention the name of the Licensee on a list of references for internal or external purposes.
The present General Conditions are subject to the law of the country where the head office of the Distributor is situated.
Any dispute as to the application or interpretation of the present General Conditions shall give rise to an attempt to reach an amicable settlement between the Parties. If no amicable agreement is reached for whatever the motive may be, express competence is granted to the Business Tribunal of the Distributor’s registered address. This competence shall also apply to injunctions.
The Licensee acknowledges that he has read these Conditions and hereby declares that he accepts the terms and conditions. Moreover, he acknowledges that these documents make up the entire agreement between the Parties, replacing and canceling all written or verbal proposals or agreements and any other communiqués between the parties relating to the content of the present Conditions.