TERMS OF SALES

Buyer’s obligations for its own systems: The Buyer is solely responsible for implementing and maintaining a comprehensive security program (“security program”) that includes reasonable and appropriate security measures and safeguards, as determined by the Buyer to be necessary or required by the Buyer’s System or in the Buyer’s industry, to protect, against any Cyber Threat, its own IT network, systems, machines and data (collectively, the “systems”), including the systems on the basis of which it operates the Products/Software or Project Systems/Solutions. The Buyer is advised to have qualified and experienced personnel with appropriate cybersecurity expertise to maintain the Buyer’s security program.

Promptly install updates and patches for such Software as soon as they are available, in accordance with the Seller’s installation instructions, and using the latest version of the Software, where applicable. An “Update” means any software that contains a bug fix in a Supply and/or minor enhancements or improvements to a Supply, but does not contain any significant new features. A “Patch” is an update that corrects a vulnerability in a Supply. The Buyer understands that failure to promptly and properly install updates or patches for the Software or Project may result in the Software or the Buyer’s systems being vulnerable to certain Cyber Threats or may result in impaired functionality, and the Seller shall not be liable for any losses or damages that may result therefrom.

Identification of the vulnerability or Cyber Threat. If the Buyer identifies or becomes aware of vulnerabilities or Cyber Threats related to the Software for which the Seller has not issued a patch, the Buyer must promptly inform the Seller of such vulnerability or other Cyber Threats via the Seller’s “Report a vulnerability” page.

The Client may place orders by post or e-mail. The Client must indicate an order number or return the commercial offer to us, dated and signed, bearing the words “Bon pour Accord” (“Agreed”), and stamped with the Client’s business stamp.

In all cases where no specific specification is requested by the Client and accepted by the Seller, the characteristics of the software sold shall be those appearing in the Seller’s specifications at the time the order is notified.

An order may not be cancelled in whole or in part without the Seller’s prior written consent.

Prices are in euros, excluding taxes. The applicable prices are those in force on the date the order is validated. Consequently, they shall be increased by the VAT rate and transport costs applicable on the date of the order. They may be revised without notice by INNEASOFT. Such revision shall not apply to orders in progress.

No discount shall be granted in the event of early payment.

Handling fees of EUR 20 excluding tax, subject to revision, for payment on the website via PayPal.

Our software is delivered either electronically by sending a licence file, or by sending a dongle, or in accordance with the packaging indicated in our price lists.

Such Software does not include any update nor any support service or related service provision, unless otherwise expressly included in the accompanying licence agreement. The Software is made available by the Seller in the form of a simple non-exclusive and non-transferable right of use, solely for the purpose of enabling the use of the software in France or abroad. In this respect, the Buyer undertakes not to disclose, modify or reproduce the Software in any way, or use it for any purpose other than its own needs. No right of commercial exploitation of the Software is granted to the Buyer. The Seller reserves all rights to correct the Software. The conditions of use, as well as the duration of the right of use of the Software and databases, are set out in the licences accompanying them.

Returns may be accepted only on an exceptional basis, subject to prior written agreement, for dongles, returned at the Client’s expense.

Payment for the software shall be made no later than 30 net days from the invoice date, by cheque or bank transfer to our bank account denominated in euros. We do not accept bills of exchange that entail costs upon deposit with the bank, failing which handling fees will be charged to the Client even after order confirmation if this payment method was unknown to INNEASOFT at the time the order was placed. For orders outside the national territory, payment shall be made before delivery or collection of the products. The Client is solely responsible for all bank charges.

In the event of total or partial non-payment for goods delivered by the due date, the buyer must pay INNEASOFT a late payment penalty equal to three times the legal interest rate.

The legal interest rate applied shall be the rate in force on the date of delivery of the goods. In addition to late payment penalties, any sum, including the deposit, not paid on its due date shall automatically give rise to payment of a fixed indemnity of EUR 40 due in respect of recovery costs. Articles L. 441-10 and D. 441-5 of the French Commercial Code.

Most software in the catalogue is available upon receipt of the client’s environment code. Dongles are sent once per week at the end of the week, with ordinary packaging in accordance with the Seller’s usual practices.

Delivery times indicated by the Seller run from the date of the Seller’s acknowledgement of receipt of the order and are given for information purposes only. INNEASOFT cannot be held liable for delivery delays attributable to the carrier or any other fortuitous event. Exceeding such times may not give rise to cancellation of the order or compensation, unless otherwise stipulated.

Materials always travel at the Client’s risk. It is the Client’s responsibility to check shipments upon arrival and, where applicable, to exercise any recourse against carriers.

Shipped products are insured by the Seller.

The Client is the sole judge of the suitability of the software or equipment for the use for which it employs them and of the conditions of their use, and the Seller shall, in all cases, be released from any guarantee and any liability whatsoever in this respect from the moment the delivered software or equipment correspond to the description given in the offer. In the event of a dispute regarding quality and whatever defect is alleged, the warranty is expressly limited to the simple replacement of the equipment recognised as defective by both parties, provided that there has been a malfunction during normal use of the equipment. It shall be returned at the Client’s expense for exchange.

In no event may the Seller be held liable for the direct or indirect consequences, to persons or property, of a failure of the product sold by it.

Products are warranted for one year, unless specific conditions are stated in the commercial offer.

The Seller retains ownership of the equipment sold until full payment of the price, including any costs and interest. This clause complies with Law No. 85-98 of 25 January 1985, Article 121, and Law No. 80-335 of 12 May 1980.

In the event of non-payment, the return of the software or equipment may result either from a formal notice sent by registered letter, or from an adversarial inventory, or from service by a bailiff.

The Client may not evade this.

In the event of partial payment, INNEASOFT shall retain such payment as compensation, in addition to restitution of the equipment.

In the event of any failure by the Client to perform its obligations, and after a formal notice has remained without effect either by registered letter with acknowledgement of receipt or by bailiff’s act, the Seller shall increase the sums due, by way of damages, by an amount equal to 15% (fifteen percent) of the sale price excluding taxes.

In the event of a dispute, the Commercial Court of Grenoble shall have exclusive jurisdiction.

The rights and obligations of the parties are governed exclusively by French law.

Placing an order with us implies—ipso facto—acceptance of our general terms and conditions of sale. Any contrary clause that may exist is deemed unwritten and may be invoked against us only in the event of our express and written acceptance in a duly signed agreement.