General Terms and Conditions of Sale
1. Purpose, Scope and Effective Date
These General Terms and Conditions of Sale (GTCS) define the conditions under which PROGES SAS (“the Company” or PROGES) provides its :
– Training,
– Software sales
– Software rental
– Other Services
to professional customers (“the Customer”).
These terms and conditions apply to all orders placed by the Customer with the Company, unless otherwise expressly agreed in writing by the Company. These general terms and conditions of sale are applicable from January 1, 2025. They supersede all previous versions of the general terms and conditions applicable on that date.
2. Nature of Services
The Company offers four types of services
services:
Training : The Company provides professional
professional training tailored to the
needs of the Customer.
Software sales : The Company offers the sale of
sale of standard or customized
customized to meet the customer’s
needs.
Software rental : The Company provides
software to customers on a rental basis
with regular updates.
updates.
Other services : The Company offers
additional technical auditing, analysis
analysis, configuration, testing and data
and data integration.
3. PROGES proprietary software
PROGES proprietary software has not been designed to meet specific customer requirements, but rather to perform predefined tasks in a standard manner. It is made up of several modules (manufacturing modules, administrative modules, management modules, etc.).
The Customer chooses and orders the modules and Services he wishes to use, as well as the number of accesses required.
4. Orders & Quotations
Any order placed by the Customer implies unreserved acceptance of these GTS. Orders for software, training or rentals must be confirmed in writing (e-mail, order form, etc.). In the event of special requirements, the Company may draw up a quotation in advance. The order becomes final upon signature of a quotation received from PROGES (“the Quotation”).
5. Prices and Payment Terms
5.1 Prices : The prices of the services are those in force on the day of the order. They are indicated in euros, exclusive of tax (HT), and may be revised annually by the Company.
5.2 Training and other services : Payment for training services is made by bank transfer on receipt of invoice. PROGES is a Qualiopi-certified training establishment registered under the action category L. 6313-1 – 1° :
Training actions defined by the French Labour Code. Consequently, it is possible for customers to request that their training be paid for by their OPCO. However, the training will be billed directly to the customer, who is responsible for his or her application for reimbursement, if any.
5.3 Software sales : Payment for software sold is required in full by bank transfer before delivery of the product.
5.4 Software rental : Software rental is payable by monthly direct debit in advance, no later than the 10th of the month, via SEPA direct debit mandate.
5.5 Syntec Revision : The Price may be revised once a year by PROGES, at the latter’s discretion on January 1st of each year. Price revision will be based on the index formula
SYNTEC INDEX FORMULA:
P1 = P0 * (S1/S0),
P1 = The revised price,
P0 = the reference price, where the reference price
reference price is for the first year the
date of signature, for subsequent years, the revised
subsequent years, the revised price (P1)
of the previous year,
S0 = The Syntec index published on the date of the
previous revision,
S1 = The latest Syntec index published
revision date.
The reference index used for this indexation will be the SYNTEC index for September (published in October), i.e. September 2024: 314.5 (Publication- October 31, 2024). The revised price will be applied on January 1st of each year. By way of example, the variation over 12 sliding months of the revised index (September 2024: 314.5): 2.78% will apply from January 1, 2025 (rounded up to the nearest euro).
5.6 Late payment : In accordance with article L.441-6 of the French Commercial Code, any late payment shall automatically and without prior notice result in the application of (i) interest on arrears
calculated on the basis of the ECB’s key interest rate plus 10 points, and (ii) a flat-rate indemnity for collection costs, set at €40. In addition, ten (10) days after written notice to pay has been sent without effect, PROGES shall be entitled to :
– claim additional compensation
of fifteen (15%) % of the amount of the
amount of the unpaid invoice ;
– suspend access to the Software
until all unpaid amounts have been
have been paid.
6. Reservation of title
The transfer of ownership of the software sold is subject to full payment of the price. The Company retains ownership of the products until full payment of the price in principal and accessories. In the event of non-payment on the due date, the Company may reclaim the products delivered and terminate the sale, without prejudice to any other damages.
7. Software delivery and installation
7.1 Delivery : The delivery of software
purchased or leased is made by electronic means
accompanied by the necessary
installation information.
PROGES will send :
– By email, the software download link
link, serial number and installation
installation procedure guide;
– By registered letter with acknowledgement of receipt
USB key required to use the
use of the software.
7.2 Installation : The Customer is responsible for
for installing the software, unless otherwise
specified in the contract.
contract.
7.3 Non-conformity : Any complaint concerning
concerning a lack of conformity must be
be notified within 7 days of delivery.
of delivery.
8. Use of Software
Software sold or leased by the Company is granted to the Customer for his own personal and professional use. The Customer undertakes not to assign, sub-license or transfer the software to third parties without the Company’s written consent.
The Customer is responsible for using the software in accordance with the documentation provided and applicable legislation.
The customer undertakes not to make any alterations, corrections, arrangements or modifications to the software.
The Customer acquires no rights to the software source codes. PROGES reserves the sole right to modify them.
The Customer is solely responsible for the choice, use and verification of the results obtained with the software and all software or equipment used or connected to the software. It is the customer’s responsibility to take all appropriate precautions to deal with any malfunction of the software during its use, in particular by implementing back-up, data security and/or diagnostic procedures.
The granting of the right of use does not entail any transfer of ownership of the software to the Customer.
9. Maintenance and support
As part of the software rental contract, the Company provides maintenance and regular updates for the rented software. A technical support service is available to assist the Customer in using the software for the duration of the rental contract.
10. Liability
The Company’s liability is limited to direct and foreseeable damage resulting from a breach of its contractual obligations. Damage must be proven. The Company shall not be held liable for indirect damage such as loss of data, sales or business.
In the event that the liability of PROGES is recognized by a final court decision in respect of direct damages suffered by the Customer, the amount of global and cumulative compensation, all causes combined, principal, interest and costs, to which the Customer may be entitled, shall be limited to the direct and foreseeable loss suffered by the Customer without exceeding the sums paid by the Customer to the Company over the last six (6) months.
11. Force Majeure
The Company shall not be held liable for non-performance of its obligations in the event of force majeure as defined by French legislation, in particular in the event of natural disasters, strikes, epidemics or other events beyond its control.
12. Personal data
In its capacity as data controller, PROGES processes personal data concerning its customers for the purpose of processing orders and managing customer relations. This processing is necessary for the execution of the contract between PROGES and its Customers.
This data is intended for PROGES, its authorized personnel, and any subcontractors and partners. It may be kept for as long as necessary for the purposes indicated above, within the limits of the legal statute of limitations. Data may also be processed for commercial prospecting purposes, for a period of 2 years from the last contact with the prospect. Customers have the right to access, rectify, port, limit and delete their personal data. These rights may be exercised by writing to PROGES. The customer
may lodge a complaint with the CNIL, the competent supervisory authority for the protection of personal data.
13. Termination
This article of termination applies to the rental of software from PROGES to Professional Customers.
Other services, such as training, software sales and other one-off services, are not covered by this article. This is because such services are considered to be one-off services, performed on a one-off basis, unlike software rental, which involves an ongoing contractual relationship. Consequently, the specific termination terms stipulated in this article apply only to software rental contracts and not to one-off services.
13.1 Termination without cause : The software rental contract may be terminated by either party at any time, without cause, by giving three (3) months’ prior written notice by registered mail with return receipt requested.
months’ written notice by registered letter with acknowledgement of receipt. Such termination shall take effect at the end of the aforementioned period of notice, without giving rise to compensation for either party.
13.2 Termination for non-payment : In the event of non-payment by the Customer, PROGES may terminate the software rental contract by operation of law, after
the sending of a written formal notice, which has remained without effect for a period of ten (10) days from its receipt. In this case, termination will be immediate (access to the software will be suspended) and will be without prejudice to any damages to which the injured party may be entitled. In the event of termination for non-payment, the latter will also be liable for all fees remaining to be invoiced up to the contractual due date. In the event of termination for any reason whatsoever, the Customer will no longer be authorized to use the software (access to the software will be suspended) and must return the USB key sent by PROGES at its own expense.
14. Duration and renewal of the license agreement (software rental)
In the event that PROGES grants a license (software rental) to the Customer, said license will be granted for an initial term of twelve (12) months from the date of signature of the quotation. Royalties will be invoiced in accordance with article 5.4. During this initial period (12 months), the Customer may not terminate the license. During this initial period of twelve (12) months, the Customer may not terminate the license. Termination will only be possible after this initial period of twelve (12) months.
At the end of the initial twelve (12) month period, the Customer may terminate the contract by giving the notice period stipulated in article 13.1. After this initial period, the license will be tacitly renewed for successive periods of twelve (12) months.
15. Miscellaneous provisions
The Customer :
i) authorizes PROGES to quote its name and/or reproduce its logo in its commercial documents in any form whatsoever;
ii) undertakes to keep confidential all documents, data and information relating to the Software which are not in the public domain. This obligation shall survive five (5) years after the end of the business relationship with PROGES for any reason whatsoever;
iii) accepts that PROGES may subcontract all or part of the Services, without prior formality, all or part of its obligations.
16. Applicable law and disputes
These GCS are governed by French law. In the event of a dispute, the parties agree to seek an amicable solution before taking any legal action. Failing this, the dispute will be submitted to the exclusive jurisdiction of the competent court in Toulouse.