ARTICLE 1 – Scope
These Terms and Conditions of Sale constitute the sole basis for the commercial relationship between the parties, pursuant to Article L 441-1 of the Commercial Code.
Their purpose is to define the conditions in which the Company named “innoteo” (“the Service Provider”) provides professional Customers (“The Customers or Customer”), upon request via the Service Provider’s website, by direct contact or via a paper format, with the following services:

The supply of one or several licences for the “dimeo Editor” PC application as defined in the order, as well as a central administrator access to the web platform
The supply of one or several licences for The “dimeo Player” HoloLens application as defined in The order
They apply, without restriction or reservation, to all Services provided by the Service Provider to Customers of the same category, regardless of any clauses which may appear in the Client’s documents, and in particular his terms and conditions of purchase.

In accordance with the applicable regulation, these Terms and Conditions of Sale are systematically communicated to any Customer that requests them, to enable him to place an order with the Service Provider. They are also communicated to any Customer prior to the conclusion of a single agreement referred to in Article L 441-3 et seq. of the Commercial Code, within the legal time limits.

Any order for Services implies the Customer’s acceptance of these Terms and Conditions of Sale.

Information appearing in the Service Provider’s documentation or price lists is given as an indication and may be revised at any time.

The Service Provider is entitled to make any modifications which appear necessary to him.

These Terms and Conditions of Sale remain applicable until the publication of new terms and conditions which replace them.
In compliance with the applicable regulation, the Service Provider reserves the right to derogate from certain clauses in these Terms and Conditions of Sale, in accordance with negotiations held with the Customer, by means of the establishment of Special Terms and Conditions of Sale.
The Service Provider may, furthermore, be required to draw up Specific Terms and Conditions of Sale, which override the present Terms and Conditions of Sale, in accordance with the type of Customers considered, determined on the basis of objective criteria. In this case, the Specific Terms and Conditions of Sale apply to all Customers who meet these criteria.
ARTICLE 2 – Orders
Sales of Services are only completed after the drawing up of a quotation and the express, written acceptance of the Customer’s order by the Service Provider, confirmed by an acknowledgement of receipt from the Service Provider.

The Service Provider has electronic order systems (including for acceptance and confirmation) which allow the Customer to order Services in the best conditions in terms of convenience and speed.

For orders exclusively placed via the internet, the recording of an order on the Service Provider’s website is executed when the Customer accepts the present Terms and Conditions of Sale by ticking the box provided and confirms his order. The Customer can check the details of his order, its total price and can correct any errors before confirming his acceptance (Article 1127-2 of the Civil Code). This confirmation implies acceptance of all the present Terms and Conditions of Sale and constitute proof of the sale contract.

Acknowledgement and acceptance of the order are confirmed by the Service Provider by the sending of an e-mail.

The data recorded in the Service Provider’s IT system constitute proof of all the transactions entered into with the Customer.

ARTICLE 3 – Prices
The services are provided at the Service Provider’s prices which are applicable on the day the order is placed, in accordance with the Service Provider’s price list, after the prior drawing up of the quotation by the Service Provider and its acceptance by the Customer, as detailed above in “Orders”.

The prices are net and exclude tax.

ARTICLE 4 – Terms of Payment
The price is payable in cash in full on the day the Services ordered are provided, under the conditions defined in article “Terms of provision of Services” below, and as indicated on the invoice issued to the Customer, or, at the customer’s choice and subject to the express agreement of the Service Provider, by monthly direct debit on the 1st of every month for a maximum period of 12 months.

No discount will be applied by the Service Provider for any payment made before the date stated on the invoice or within a shorter period of time than that stated in the present Terms and Conditions of Sale.

In the event of late payment and the payment of sums owed by the Customer beyond the deadline stated above, and after the payment date stated on the invoice sent to the Customer, late payment penalties calculated at the annual rate of 10% of the total, including tax, of the price of the Services which appears on the aforementioned invoice, will automatically and ipso jure be due to the Purchaser, without any procedure or prior formal notice.

In the event of payment by monthly instalments, one late monthly payment will lead to the whole sum owed to the Service Provider by the Customer becoming due for payment, without prejudice to any other legal action the Service Provider may take in respect of this against the Customer.

In the event of failure to comply with the above payment terms, the Service Provider reserves the right, furthermore, to suspend OR cancel the provision of the Services ordered by the Customer as well as to suspend the fulfilment of his obligations.

ARTICLE 5 – Terms of provision of Services
The services requested by the Customer will be provided within a maximum period of 10 days of receipt by the Service Provider of the corresponding purchase order duly signed by the customer and accepted by the Service Provider.

This period does not constitute a strict time limit and the Service Provider shall not be held liable by the Customer for any delay in the provision of Services that does not exceed ONE month. In the event of a delay of more than ONE month, the Customer may request the cancellation of the sale.

The Service Provider shall in no way be held liable in the event of a delay or suspension of the provision of the service which is attributable to the Customer, or in the event of force majeure.

ARTICLE 6- Liability of the Service Provider – Guarantee
In accordance with the legal provisions, the Service Provider guarantees the Customer against any non-conformity in the Services and any hidden defect, originating from a design fault or from the provision of the aforementioned Services with the exception of any negligence or fault by the Customer.

The Service Provider can only be held liable in the event of proven fault or negligence and this liability is limited to direct prejudices excluding any indirect prejudice, of any nature.

In order to exercise his rights, the Customer must, on pain of forfeiture of any other action related to the matter, inform the Service provider, in writing, of the existence of the defects within a maximum period of 10 days of their discovery.

The Service Provider shall, exclusively at his own cost, rectify or have the Services deemed to be defective rectified, in accordance with the appropriate methods approved by the Customer.

In all circumstances, in the event of the Service Provider’s liability being upheld, the Service Provider’s guarantee shall be limited to the price of the service sold.

ARTICLE 7 – Intellectual property rights
The Service Provider retains ownership of all intellectual property rights, particularly over design studies, drawings, models, prototypes …created (even at the Customer’s request) for the purposes of providing the services for the customer. The Customer shall refrain from copying or making use of the aforementioned design studies, drawings, models and prototypes… unless he has the prior, express and written authorisation of the Service Provider, who can give this conditional on financial compensation.

ARTICLE 8 – Personal data
The personal data collected from Customers are subject to IT processing by the Service Provider. They are saved in the latter’s Customers file and are vital to the processing of the Customer’s order. These personal items of information and data are also kept for security purposes, in order to respect legal and regulatory obligations. They will be kept as long as is necessary for the fulfilment of orders or any applicable guarantees.

The Service Provider is the data processing controller. Access to personal data will be strictly limited to the controller’s employees, authorised to process them due to their professional functions. Information collected may be communicated to third parties linked to the company by contract for the fulfilment of subcontracted tasks, without requesting the Customer’s authorisation.

Within the framework of the fulfilment of their service, third parties only have limited access to data and are obliged to use them in accordance with the provisions of the enforceable legislation concerning personal data protection. Apart from in cases such as set out above, the Service Provider shall refrain from selling, renting, assigning or giving access to the data to third parties without the Customer’s prior consent, unless he is constrained to do so for a legitimate reason.

If the data have to be transferred outside the EU, the Customer shall be informed of this and the measures taken in order to protect the data will be specified to him (for example, the external service provider’s participation in the “Privacy Shield” framework, the adoption of standard protection clauses approved by the CNIL (Commission Nationale de l’Informatique et des Libertés - French Data Protection authority), the adoption of a code of conduct, the obtaining of CNIL certification etc.).

In accordance with the enforceable regulation, the Purchaser has a right of access, a right to rectification, erasure and portability in respect of data concerning him, as well as the right to object to processing of data for a legitimate reason, and he can exercise these rights by contacting the data controller at the following postal or e-mail address: “contact.dimeo@innoteo.fr”. In the event of a complaint, the Customer can send a complaint to the officer responsible for the protection of Service Provider personal data at the Commission Nationale de l’Informatique et des Libertés.

ARTICLE 9 – Unforeseeable circumstances
The present Terms and Conditions of Sale expressly exclude the statutory unforeseeable circumstances regime provided for in Article 1195 of the Civil Code for all operations of Provision of Services by the Service Provider to the Customer. Therefore, both the Service Provider and the Customer shall refrain from invoking the provisions in Article 1195 of the Civil Code and the unforeseeable circumstance regime provided for in it, and each of them undertakes to perform his obligations even if the equilibrium of the contract is disrupted by circumstances which were unforeseeable at the time of the conclusion of the sale, even if their performance would be excessively onerous, and to bear all the economic and financial consequences.

ARTICLE 10 – Plea of non-performance
The Parties declare that they shall expressly refrain from invoking the provisions in Articles 1219 and 1220 of the Civil Code and the plea of non-performance regime provided for in it.

Consequently, they undertake fully and completely to fulfil the present Terms and Conditions of Sale even in the event of a failure to perform by one Party or the other.

However, should the inability to perform be definitive or last longer than 30 days from the recording of the inability to perform by registered letter, the present would purely and simply be resolved in accordance with the terms defined in the Article entitled “Termination of the contract” for failure to fulfil part of his obligations.

ARTICLE 11- Force majeure
The Parties will not be held liable if the non-fulfilment or the delay in fulfilment of any one of their obligations, as described in the present, results from a case of force majeure, as defined by Article 1218 of the Civil Code. However, the customer may not suspend payment of any payments due provided that it is a term of payment of the price and that the service has been delivered in its entirety.

ARTICLE 12 – Termination of the contract
It is expressly agreed between the Parties that the Party defaulting on an obligation to pay according to the terms of this agreement shall be validly put on notice by the mere enforceability of the obligation, in accordance with the provisions in Article 1344 of the Civil Code.

ARTICLE 13 – Disputes
In order to find a solution together to any dispute that may arise during the fulfilment of this contract, the contracting parties agree to meet within 15 days of receipt of a registered letter with acknowledgement of receipt, issued as notification by one of the two parties. This period is increased to 30 days for any notification made between 18th December and 25th December each year. It is increased to 45 days for any notification made between 29th July and 10th August each year.

This amicable settlement procedure constitutes a compulsory precondition to the initiation of any legal proceedings between the Parties. Any legal action initiated in violation of this clause will be declared inadmissible.

However, if at the end of a 40-day period following receipt of the above letter, the Parties do not succeed in reaching an agreement on a compromise or a solution, the dispute would then be referred to the jurisdiction designated hereafter.

Pursuant to Article 1540 of the Civil Procedure Code, if the Parties reach an agreement, this will be recorded in writing in French and signed by each of them. In the event of it being translated into one or several languages, only the text in French will be admissible in the event of disputes.

ARTICLE 14 – Attribution of jurisdiction
In the absence of agreement on a compromise or an amicable solution, any dispute this contract and the agreements resulting from it give rise to, whether it be concerning their validity, their interpretation, their fulfilment, their termination, their consequences and what arises from them will be referred to the Commercial Court in Compiègne for disputes which fall within its competence.

ARTICLE 15 – Language of the contract – Applicable law
These Terms and Conditions of Sale and the resulting operations are governed by French Law.

They are written in French. In the event of them being translated into one or several languages, only the text in French will be admissible in the event of disputes.

ARTICLE 16 – Customer’s acceptance
These Terms and Conditions of Sale are expressly approved and accepted by the Customer, who declares and acknowledges that he has read and understood them, and thereby shall refrain from invoking any contradictory document and, particularly, his own Terms and Conditions of Purchase, which will not be binding on the Service Provider, even if he is aware of them.