Terms & Conditions

These General Terms and Conditions of Sale (hereinafter referred to as "GTCS") are entered into between Codelius - a limited liability company with a capital of 1,000 Euros, having its registered office at 73 rue du Sarrazin, 69210 Sourcieux-Les-Mines, registered in the Lyon Trade and Companies Register under number 953 558 970 (hereinafter referred to as " Codelius ") - and any customer wishing to subscribe to the Services offered by Codelius (hereinafter referred to as the " Customer "). The GCS apply to the provision of the Services to the Customer as described in the Commercial Proposal. The GCS supersede any general terms and conditions of purchase or any other similar documents or documents customarily used by the Customer, even if sent subsequently to the present document. It is hereby specified that in no case shall the provisions of the GCS take precedence over the provisions of any written contract concluded subsequently between Codelius and the Customer. Acceptance by the Customer of the commencement of the Services implies unreserved acceptance of the GTS and the formation of a contract (hereinafter the " Contract "). The Contract comprises, in descending hierarchical order of legal value, the Commercial Proposal and its appendices, and the GTS. In the event of contradiction between one or more stipulations contained in any of the above documents, the document of higher rank shall prevail. The Customer may not modify the GCS in any way whatsoever without the express consent of Codelius.

1. DEFINITIONS

Capitalized terms used in this Agreement, whether singular or plural, shall have the meanings set forth below:

" IT Development " means any product, medium, component or development resulting from Codelius Services and produced within the scope of the Contract and subject to intellectual property rights.

" Deliverable " means the result of the Services as defined by the Parties in the Commercial Proposal.

" Services " refers to the services provided by the Service Provider and set out in the Commercial Proposal, whether in the form of IT consulting, development and design, or project management.

" Commercial Proposal " means the proposal issued by the Service Provider and returned signed by the Customer, on which are specified the rates and Services of the Service Provider chosen by the Customer.

2. DURATION

The Contract takes effect from the effective date shown in the Commercial Proposal and for an initial term also shown in the Commercial Proposal.

3. PRICES AND TERMS OF PAYMENT

Prices are quoted in euros, exclusive of VAT. They are increased by VAT at the rate in force on the day of invoicing.

3.1 How to order

All orders are subject to a Commercial Proposal, which must be accepted and signed by the Customer. 

Upon request, Codelius will indicate the Customer's internal order number on its invoices for reference, it being specified́ that the Customer acknowledges that it is its responsibilitý to provide this information upon signing the Commercial Proposal.

3.2 Terms of payment

Payment is due within 30 days of invoice date.

All payments are made in euros by bank transfer to the address shown on the invoice, or via the Stripe platform, an online payment solution that enables invoices to be paid by credit card or bank transfer. The platform is accessible via a unique link provided to the Customer by Codelius at its request.

In the event of non-payment of invoices, Codelius reserves the right to suspend the Services without prejudice to any damages, interests and indemnities to which Codelius may be entitled, following formal notice by registered letter with acknowledgement of receipt which has remained unsuccessful within one week of receipt. This suspension will be at the Customer's expense, and the Customer undertakes to bear all the consequences thereof, in particular increases in prices and lead times.

3.3. Delay and failure to invoice

Any delay in payment by the Customer will automatically incur penalties calculated at the rate of three (3) times the legal interest rate, from the due date, as well as the application of a fixed indemnity to compensate for collection costs, set at forty (40) euros, in accordance with article D441-5 of the French Commercial Code. 

4. TAXES

All payments required under the Contract are stated exclusive of taxes, duties, levies, impositions, fines or similar governmental contributions, including sales and use taxes, value added taxes, goods and services taxes, excise taxes, business taxes, service taxes and other similar transaction taxes imposed by any country or territory and interest and fines on such taxes.

5. SUPPLY OF SERVICES

5.1. Delivery

Codelius cannot guarantee a delivery date, and any such date shall be deemed indicative. Under no circumstances may a delay in delivery give rise to the payment of damages or compensation of any kind.

On delivery of the Deliverable, the Customer must check its quality against the expectations defined in the Contract. In the event of non-conformity, the Customer must make any necessary observation in writing no later than 48 hours after the delivery date. In the absence of any objection within the aforementioned time limit, delivery is deemed to have been accepted.

5.2. Reception

The customer signs an acceptance report validating the conformity of the services and associated documentation within 10 calendar days of delivery. In the absence of signature within the aforementioned period, acceptance is deemed to have been accepted. In the event of reservations, Codelius must have received all written observations from the Customer no later than ten (10) calendar days following the delivery date, it being understood that only major reservations may justify a refusal of acceptance.

6. OBLIGATIONS OF THE PARTIES

Unless expressly agreed otherwise, Codelius is bound by default to an obligation of means. It undertakes to perform the requested Services in accordance with the rules of the trade.

The Customer undertakes to cooperate actively with Codelius within the framework of the Contract, to communicate to Codelius all elements brought to its knowledge which are likely to modify the Services in progress, to communicate to Codelius all information necessary for the proper understanding of its needs and the execution of the Contract, to take into account the advice and warnings relating to the project formulated by Codelius, to make the payments due for the Services within the deadlines defined in the Contract.

7. LIABILITY

7.1. Liability under ordinary law

The Parties shall be liable in accordance with ordinary law.

7.2. Exclusion of liability

In the event of a proven fault by one of the Parties in the performance of its contractual obligations towards the other Party, the latter will be entitled to obtain compensation only for the direct loss which it can prove.

Notwithstanding any provision to the contrary in the Contract, the Parties may not under any circumstances be held liable for so-called "indirect" damages such as loss of earnings, operating loss, financial loss, loss of profit or loss of opportunity.

Codelius is in no way liable for damages caused by the Customer's failure to perform its own obligations, in particular delays or hindrances due to inaccurate or incomplete information provided by the Customer.

A Party shall not be liable in any case where it has acted in accordance with the instructions or specifications of the other Party under the Contract.

7.3. Limitation of liability

Notwithstanding any provision to the contrary referred to below, the liability of each Party is, whatever the extent and nature of the damage, expressly limited to the sole compensation for direct damage caused to the other Party, up to the sum of XXX €, all causes combined and for all losses suffered under the Contract. The existence of a multiple number of claims does not increase this limit.

This limitation of liability does not apply to damages for :

- damages sustained in the event of death, as well as bodily injury;

- damage caused by the intentional fault of either party.

8. TERMINATION

In the event of non-performance of its essential obligations by one of the Parties, the aggrieved Party may terminate the Contract ipso jure by registered letter with acknowledgement of receipt, ninety (90) calendar days after formal notice sent by registered letter with acknowledgement of receipt has remained without effect at the end of this period, and this without prejudice to any damages to which the latter may be entitled and to Codelius' right to implement the provisions set out in Article 3.2 "Terms of payment".

9. FORCE MAJEURE

The Parties shall not be deemed to have breached their obligations if they are prevented from performing all or part of them as a result of force majeure as defined by the French Civil Code and the case law of the French courts, provided that the defaulting Party informs the other Party, by letter or e-mail, as soon as possible of the occurrence of the event and provides proof of the force majeure nature of the event.

For the purposes of this Agreement, the following situations are considered by the Parties to be cases of force majeure:

• Epidemics and pandemics,
• Stop motorized land transport,
• Closed borders,
• Natural disaster,
• Containment.

The obligations of the Parties may be suspended for the duration of the force majeure if it is of such a nature as to prevent either Party from performing its Service. The defaulting Party will use its best efforts to limit the duration and effects of the cause of force majeure.

If Codelius is prevented from delivering any Service on the scheduled date due to force majeure, the Customer will remain liable for payment insofar as the Service will be postponed and not cancelled.

10. INTELLECTUAL PROPERTY

The Customer undertakes not to commit or perform any act which would infringe the intellectual property rights of the creations pre-existing the Contract as well as those created within the framework of the Contract.

More generally, unless expressly agreed otherwise, the Contract does not entail the assignment or transfer to the Customer of any intellectual property rights, in particular patents, copyrights, trademarks, logos, designs and models relating to the results of the Services.

11. WARRANTY OF EVICTION

Each Party guarantees, at its own expense, the other Party against any action by third parties on the grounds of counterfeiting, unfair competition and/or parasitic acts, resulting from or related to and tending to restrict or prohibit the use by one of the Parties or any third party of the Services, as well as against any liability, losses and prejudice which may result for the other Party.

The warranty of eviction does not cover free software or any of its components.

Indemnification of Codelius on this basis shall be subject to the following conditions:

- the Customer has given prompt written notice of the infringement action or of the declaration preceding such action;

- Codelius has been able to defend its own interests and those of the Customer, and to do so, the Customer has cooperated loyally in the said defense by providing all the elements, information and assistance necessary to carry out such defense;

- that the Customer has not participated in any way, directly or indirectly, in the infringement that is the subject of the claim.

The Customer agrees not to settle the dispute alone with the third party alleging infringement of its intellectual property rights.

In the event that a prohibition of use is pronounced as a consequence of an infringement action, or results from a settlement signed with the plaintiff in the infringement action, Codelius shall, at its option and at its expense, either :

- (a) obtain for the Customer the right to continue to use the item which is the subject of the action in question;

- (b) replace it with an equivalent element that is not the subject of an infringement action;

- (c) modify it so as to avoid said infringement;

- (d) or, if Codelius is unable to achieve solutions (a), (b) or (c), the Customer will be refunded only the sums paid for the infringing item.

12. CONFIDENTIALITY

Each Party undertakes to keep strictly confidential all non-public information communicated to it by the other Party in the performance of the Contract for the entire duration of the Contract, as well as for a period of (three) 3 years following its expiry. To this end, each Party undertakes to implement all measures necessary to ensure that confidentiality is respected, and to impose such respect on any of its employees, agents and subcontractors involved in the performance of this Agreement.

Confidential Information" means any non-public oral or written information that each Party considers to be confidential. Confidential Information includes in particular the description of the Services, methods and tools and all related know-how. Each party undertakes to take all necessary measures to guarantee the security and confidentiality of the information processed, as well as the physical security of its installations for Services performed on its premises. The Customer is solely responsible for carrying out the procedures for backing up and restoring its data, files and programs. It is also responsible for filing said backups.

13. APPLICABLE LAW AND JURISDICTION

THE CONTRACT IS GOVERNED BY FRENCH LAW. IN THE EVENT OF ANY DISPUTE OR DIFFERENCE WHATSOEVER, THE COURTS OF PARIS SHALL HAVE EXCLUSIVE JURISDICTION, EVEN IN THE EVENT OF MULTIPLE DEFENDANTS OR WARRANTY CLAIMS.

14. SUBCONTRACTING

Codelius may subcontract the performance of all or part of the Services. In this case, Codelius undertakes to comply with the legal provisions on subcontracting, remains solely responsible for the proper performance of the Services and guarantees the Customer against any default by one of its subcontractors or any other party on its part or on the part of its subcontractors.

15. MODIFICATION OF TERMS AND CONDITIONS

Codelius reserves the right to modify these terms and conditions at any time, subject to one month's notice by any means (mail, e-mail or fax).

16. INDIVISIBILITY

If any part of the GTC is found to be illegal, invalid or unenforceable, for any reason whatsoever, the provisions in question shall be deemed unwritten, without affecting the validity of the remaining provisions, which shall continue to apply between Codelius and the Customer.

17. COMMERCIAL REFERENCES

Each of the Parties is expressly authorized to use the name of the other Party as a commercial reference in its internal communications as well as in all of its commercial documents and in particular its brochures, leaflets and advertisements, it being specified, however, that this use must in no way damage, in any way whatsoever, the image of the Party whose name has been used.

18. MISCELLANEOUS

The Customer is solely responsible for its regulatory compliance with respect to its use of the Deliverables. It is the Customer's responsibility to inform Codelius of any technical requirements arising from its regulatory obligations before entering into the Contract.

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