GENERAL CONDITIONS OF SALE

ARTICLE 1 – OBJECT

These General Conditions of Sale (GCS) apply to all sales of products and services made by SOGET except when such sales are governed by a specific Contract entered into between the CLIENT and SOGET.

In the presence of a specific Contract entered into between the CLIENT and SOGET, unless expressly stated otherwise, only this Contract governs the sales falling within its scope and therefore governs the corresponding commercial relationship.

In the absence of a specific Contract, these GCS are applicable and govern the commercial relationship arising from the sale. However, the related business proposal and its special conditions shall take precedence over these GCS.

The GCS are deemed to have been expressly accepted by the CLIENT who acknowledges being fully aware of their content. The CLIENT waives the right to rely on any contradictory document not signed by SOGET, such as its general conditions of purchase.

ARTICLE 2 – TYPES OF SALE

SOGET may propose two (2) different types of sale, depending on the needs of the CLIENT and the products/services concerned.

2.1	Sale of units

The sale of units allows the CLIENT to acquire one or more products (e.g. IT equipment) or to obtain one or more punctual services generally expressed in man/days (e.g. days of support).

2.2	Sale of subscriptions

The sale of subscriptions allows the CLIENT, for the term of the subscription, to benefit from a license to use one or more products (e.g. SOGET GAMMA) or to subscribe to one or more continuous services (e.g. maintenance).

Unless expressly stated otherwise, each subscription has an initial term of twelve (12) months. At the end of its initial term, the subscription will be automatically and tacitly renewed every year for a new contractual period of twelve (12) months each time, unless one of the Parties terminates the commercial relationship or serves a non-renewal notice (see Article 9 of these GCS).

The software marketed by SOGET, especially those developed by SOGET itself, are only eligible to a sale of subscriptions.

ARTICLE 3 – PRICES

The current public prices are available on request. The agreed prices are given in the business proposal or the purchase order signed by the CLIENT and constitute the Price due by the CLIENT to SOGET.

The Price is generally indicated without taxes. The CLIENT has the obligation to pay all applicable taxes, such as the Value Added Tax (VAT).

In the event of a sale of units, unless expressly stated otherwise, the Price is a fixed amount and shall not be recalculated or revised. In the event of a sale of subscriptions, the Price may change at any time, even during the initial term of the subscription, subject to the compliance of the provisions of Article 7 of these GCS regarding substantial changes made by SOGET during the commercial relationship.

ARTICLE 4 – INVOICING AND TERMS OF PAYMENT

4.1	Invoicing

SOGET invoices the CLIENT according to the terms set out in the business proposal or in the purchase order.

In the absence of billing terms in the business proposal or the purchase order, the following shall apply:
-	Sale of units: SOGET invoices the full Price upon the signing of the business proposal or the purchase order,
-	Sale of subscription: SOGET invoices the full Price due for each subscription period at the beginning of such subscription period.

4.2	Terms of payment

Payments are due and payable in Euros within thirty (30) calendar days from the date of issuance of the invoice. No discount is applied by SOGET even in the event of immediate payment by the CLIENT.

Any delay in the payment will result in penalties, fixed at an annual rate of 18%, and in a fixed compensation, to cover the recovery costs incurred by SOGET, which amount is fixed at forty (40) euros. These penalties and this fixed compensation are payable immediately, without the need for a reminder, as soon as a late payment is recorded by SOGET on one of its invoices.

In case of non-payment, SOGET reserves the right to suspend the performance of its obligations, without prejudice to its right to terminate the
commercial relationship (in accordance with the provisions of Article 9 of these GCS) and to claim damages.

ARTICLE 5 – OBLIGATIONS OF THE CLIENT

5.1	Compliance with recommendations

The CLIENT undertakes to comply with all recommendations issued by SOGET and/or contained in the documentation delivered by SOGET relating to the products and services sold.

In particular, the CLIENT shall comply with SOGET’s recommendations concerning the installation, use and maintenance of the software developed by SOGET and with SOGET’s recommendations concerning the installation, use and maintenance of the IT environment (hardware and software) enabling the proper functioning of these software.

5.2	Respect for intellectual property

The sale of subscriptions does not transfer any ownership of the products to the CLIENT. In this case, the CLIENT only acquires a non-exclusive and non- assignable right to use, during the term of the subscription, the products.

SOGET remains the owner of the software it developed and, as such, retains all rights over them, including intellectual property rights.

The CLIENT undertakes not to infringe the rights that SOGET holds on the software it developed and, more generally, not to infringe the rights SOGET and/or third parties hold on the software marketed by SOGET. In particular, the CLIENT undertakes not to assign, transfer or otherwise make available to a third party the license to use granted by SOGET through the subscription.

5.3	Duty to cooperate

The CLIENT undertakes to implement all the human and material resources in order to enable SOGET to fulfill its obligations under the best conditions and within the agreed deadlines.

ARTICLE 6 – RESPONSIBILITIES

Unless expressly stated otherwise, SOGET is only bound by an obligation of means (i.e. obligation to make its best efforts) in the performance of its obligations.

Neither Party shall be held liable for any indirect damage (e.g. loss of profits, loss of markets), whether or not resulting from direct damage, suffered by the other Party. Neither Party may therefore claim compensation from the other Party for such indirect damages.

A Party shall in no event be liable for any delay or damage resulting directly and exclusively from the other Party’s failure to fulfill its own obligations.

Only an evidenced fault from SOGET in the performance of its obligations is likely to trigger its liability. SOGET does not guarantee that the software it marketed are error-free or permanently available. SOGET cannot therefore be held liable simply for the occurrence of an anomaly or of a downtime period. In this respect, the CLIENT may contact SOGET to learn more about the maintenance and support services available on the software marketed by SOGET.

If SOGET were to be held liable for any damage, its liability would in any event be limited to the amount of the Price actually paid by the CLIENT for the sale that caused the damage, it being understood that for sales of subscriptions it is the Price actually paid by the CLIENT for the contractual period during which the harmful event occurred that shall be taken into account for the application of this clause.

ARTICLE 7 – CHANGES DURING THE COMMERCIAL RELATIONSHIP

In the event of a sale of units, the terms of the commercial relationship shall not be modified except by mutual agreement of the Parties.

In the event of a sale of subscriptions, SOGET reserves the right to modify, at any time and without notice, in a non-substantial way the terms of the commercial relationship (e.g. contact details of the Support Center). SOGET may also modify in a substantial way the terms of the commercial relationship (e.g. Price) subject to a prior written notice indicating reasonably in advance the changes and their effective date so as to enable the CLIENT to terminate the commercial relationship if it disagrees with the said changes (see Article 9 of these GCS).

Any change requested by the CLIENT shall be the subject of a feasibility analysis and, if the change is feasible and accepted by SOGET, of a written document signed by the Parties setting out the conditions of implementation of such change.

ARTICLE 8 – CONFIDENTIALITY

For the purposes of a sale, the Parties may exchange information of any kind and in any form. Unless it is public, this information is deemed to be a Confidential Information.

The Parties undertake to:
-	Protect and keep strictly confidential the Confidential Information,
-	Disclose the Confidential Information only to (i) their employees who have a need to know, (ii) the employees of any third party involved in the sale (e.g. suppliers, subcontractors) who have a need to know and (iii), if necessary, their respective advisors (e.g. legal advisors, insurers),
-	Not to disclose the Confidential Information, either directly or indirectly, to any third party or natural person other than those mentioned in the previous bullet, unless such disclosure is required by an applicable law or by a competent administrative or judicial authority.

This obligation of confidentiality applies throughout the term of the commercial relationship and for three (3) years following the end of the commercial relationship.

ARTICLE 9 – TERMINATION 

In the event of a sale of units as well as during the initial term of a subscription, neither Party has the right to terminate the commercial relationship except in the following cases:
-	Case of a Force Majeure event continuing uninterruptedly for more than one (1) month if the continuation of the commercial relationship is, in the opinion of the Parties, no longer possible,
-	Case of material breach by the other Party of its obligations that is not cured within thirty (30) calendar days notice of such breach.

When a sale of subscriptions is renewed beyond its initial term, in addition to the above cases (which remain applicable), each Party may terminate the commercial relationship arising from the sale by giving at least sixty (60) calendar days prior written notice.

Pursuant to Article 7 of these GCS, in the event of a sale of subscriptions, the CLIENT may also terminate the commercial relationship (including during the initial term of the subscription) before the entry into force of substantial changes made by SOGET. In this case, the specific notice to be served will be indicated in writing by SOGET.

ARTICLE 10 - SALES SUBJECT TO SPECIAL ARRANGEMENTS

Although intended to be governed by a specific Contract signed between the CUSTOMER and SOGET, SOME sales are subject to a prior commercial proposal from SOGET in order, among other things, to define in advance the specific Contract Price or the quantities to be included in the specific Contract.

These sales are subject to a special system. Indeed, these sales are not formed by the simple signature/acceptance by the PARTIES of the commercial proposal: they are only formed as from the signature by the PARTIES of the specific Contract. In accordance with Articles 1102 and 1114 of the Civil Code, the commercial proposal relating to these particular sales, even if signed, does not express SOGET's wish to be bound in the event of acceptance by the CUSTOMER, this commercial proposal constitutes a simple invitation to negotiate the Specific Contract on the basis of the elements it contains.

For these particular sales, the undertaking of the PARTIES and the creation of any right or obligation mentioned in the relevant commercial proposal are therefore subject to the signature by the PARTIES of the Specific Contract. In the absence of signature of the said Specific Contract, the Parties are not bound to each other and the related commercial proposal that they have concluded is deemed never to have existed, without this giving rise to any indemnity for the benefit of one Party or another;

Once signed, unless expressly stipulated otherwise, the Specific Agreement alone governs the business relationship arising from the particular sale to the exclusion of the commercial proposal and these GTC.

Specific sales, subject to the provisions of this Article, are sales of subscriptions on the SOGET CM+ software package.

ARTICLE 11 – PERSONAL DATA

10.1	SOGET as a processor

SOGET, as processor, is authorized to process on behalf of the CLIENT, as controller, the personal data necessary to carry out the sale and, more generally, all its obligations arising from the sale.

SOGET collects, stores and uses the personal data transmitted by the CLIENT for the purposes of (i) performing its obligations, (ii) where applicable, ensuring the proper use of its products and services and (iii) contacting the CLIENT for communications related to the agreed sale.

Unless otherwise agreed between the Parties for a specific case, the personal data processed by SOGET are mainly names, titles, professional contact details and, for certain sales, IP addresses and online identifiers, of the CLIENT’s employees and representatives.

The CLIENT undertakes to provide all the information necessary for SOGET to carry out its contractual obligations and guarantees the accuracy of this information. The CLIENT also guarantees that it fully complies with its obligations as controller regarding the personal data and the data subjects. The CLIENT shall inform the data subjects of the processing carried out by SOGET at the time of collection of the personal data.

SOGET stores the personal data for no longer than is necessary to achieve the abovementioned purposes. SOGET may store personal data for longer periods to the extent permitted by applicable laws. After the aforementioned storage period, SOGET will delete the personal data or, if previously agreed between the Parties, return the personal data to the CLIENT.

SOGET processes the personal data in accordance with the CLIENT’s documented instructions. Transfer of the personal data outside France will occur only if SOGET is legally required to do so or if the CLIENT requests/accepts it.

In line with applicable laws and with the rights of the natural persons, SOGET implements technical and organizational measures appropriate to the processing it carries out on behalf of the CLIENT. To this end, SOGET limits access to the data, ensures that the persons processing the data comply with the confidentiality obligation described in Article 8 of these GCS, secures the processing to avoid any unauthorized disclosure/fraudulent access/loss/alteration of the data and, where possible, uses pseudonymization.
If a data subject sends a request to SOGET, SOGET will forward the request to the CLIENT and, as far as possible, help the CLIENT to handle such request.

SOGET shall inform the CLIENT as soon as possible of any personal data breach and shall cooperate so that the CLIENT can make itself all required notification of such breach to the competent supervisory authority and the data subjects.

SOGET can engage another processor provided (i) SOGET previously informs the CLIENT so that the CLIENT can object to the choice of this third-party processor and (ii) SOGET ensures that this third party processor commits itself to comply with the requirements of this Article.

SOGET shall document its compliance with the requirements of this Article and shall notify the CLIENT of any instruction which it considers contrary to the applicable laws. The CLIENT may contact SOGET’s Data Protection Officer (DPO) by phone (+33 2 35 19 25 73) or by e-mail (dpo@soget.fr) for any question regarding the processing of personal data by SOGET as processor.

10.2	SOGET as a controller

SOGET carries out processing operations, the means and purposes of which it freely determines, on certain personal data obtained within the framework of concluded sales (e.g. surname, first name, position, professional details).

Thus, SOGET collects, stores and uses certain personal data for the purposes of (i) providing the agreed services in accordance with its internal procedures (e.g. incident management), (ii) controlling and measuring the use of its products and services and (iii) satisfying the legal obligations to which it is subject.

The CLIENT guarantees the consent and information of its staff members with regard to such processing. Failing this, SOGET may not be in a position to conclude the desired sale.

Unless the CUSTOMER or the natural persons concerned object in writing, the purpose of this processing may also be to enable SOGET to carry out marketing operations in order, for example, to promote other SOGET products or services.

This data is kept in France for the time strictly necessary to achieve the above-mentioned purposes, and even beyond this time to the extent strictly permitted by the standards in force (e.g. storage in order to enable SOGET to defend its interests in court). Beyond this period, they are destroyed.

SOGET limits access to these data, ensures that the persons processing these data respect the obligation of confidentiality described in Article 8, secures the processing carried out in order to avoid any unauthorised disclosure/fraudulent use/loss/alteration of these data and, where possible, has recourse to pseudonymisation.

Natural persons have rights with regard to personal data concerning them, namely the right of access, the right of rectification, the right of erasure, the right to restrict processing, the right of portability and the right to object. Where appropriate, these rights may be subject to conditions.

In order to exercise these rights when conditions allow it as well as to obtain any useful information on the processing of personal data by SOGET as data controller, the natural person concerned may contact SOGET's Data Protection Officer (DPO) either by telephone (+(0)2.35.19.25.73. or any other number communicated subsequently by SOGET) or by e-mail (dpo@soget.fr or any other address communicated subsequently by SOGET). The natural person concerned also has the right to lodge a complaint with the CNIL.


ARTICLE 12 – APPLICABLE LAW AND DISPUTE RESOLUTION

These GCS are governed by and shall be interpreted in accordance with French law. Any dispute arising out or in connection with the commercial relationship arising from the sale shall be settled, as far as possible, amicably. 
If no amicable solution is reached, the dispute will fall within the jurisdiction of the Paris Commercial Court.