Our services are subject to the special conditions described in this proposal. They prevail over any condition of purchase unless we have a written exemption.
In the event of an order received from the buyer, it will only be considered as definitively accepted by us after written acceptance on our part. In this case, this acceptance will constitute the conditions of the contract.
Confidentiality of documents provided by Profileo:
The documents provided by Profileo outside of the contractual supplies remain the property of Profileo. They cannot, under any circumstances, be communicated by the purchaser to third parties for any reason whatsoever, except for written exemption from us.
Profileo undertakes to take all useful measures to protect and keep in good security conditions the documents and data, whatever the form and the medium, which will be entrusted to it by the client company for the performance of its service. . The client company undertakes to entrust Profileo only with copies of documents and waives any liability for Profileo in the event of destruction, loss of information and files, or damage which may be caused to them.
Profileo undertakes to keep confidential any information whatsoever, and whatever the subject, which may be brought to its attention in the context of this study. Profileo will not use in any form and or manner whatsoever, any information for any other purpose than that of the subject of the consultation. Profileo will take appropriate measures to ensure that the confidentiality obligation is respected by its staff. In the event that documents or data of a confidential nature and identified as such are transmitted to Profileo by the client company, Profileo undertakes to return all confidential documentation at the end of the project, as well as the copies to internal use that could have been made of it.
Ownership of final results:
Profileo remains the owner of its work until full payment of the service.
Ownership of documents, sources, developments and all intellectual property rights will be transferred to the client company upon full payment of the service. In the event that proof of this ownership is required by a third party, Profileo may assist its client to provide such proof.
Modification of the service during execution:
Any modification of the service covered by the contract established between Profileo and the buyer will give rise to an amendment to the contract. This amendment is conditional on the performance of new services.
Delay attributable to Profileo:
Profileo undertakes to notify, as soon as possible, any operating anomaly or problem likely to cause a delay. In the event that late penalties have been defined in the specific conditions of the sale (quotation), the client company should specify the operative events, the basis and the methods of calculations, within the limit not exceeding ten percent. (10%) of the service invoiced.
However, Profileo cannot be held liable and no compensation may be requested from it for delays or damaging consequences due to causes of force majeure or events or incidents beyond its control.
Delay attributable to the client company:
Any delay attributable to the client company in the supply of documents, data and other elements that may cause a delay in the execution of the schedule will postpone the delivery dates planned by Profileo at least by the same amount, it being understood that these delays must not impact the usual Profileo schedules. Thus, deliveries may then have to be postponed to the following availability on the calendar. Profileo will however do everything in its power to avoid limiting the delay in delivery.
After delivery, any modifications to the developments provided, the installation of new modules and the implementation of additional development (s) not carried out by Profileo will result in the immediate suspension of the warranty.
Limitation of Liability:
Profileo will perform the contractual obligations at its expense with all possible care in use in its profession and will comply with the rules of the art of the moment for the type of service provided.
It will be up to the customer to prove the failure of Profileo.
Profileo cannot be held responsible for the destruction of files or programs following the resumption of activity after troubleshooting, except in the event of fault by Profileo staff or its subcontractor. It is the customer's responsibility to implement the prior safeguards provided for this purpose.
In the event of non-compliance with any of the obligations provided for in the contract, and after formal notice by registered letter with acknowledgment of receipt remained unsuccessful for a period of ten days, said contract may be terminated by either party, notwithstanding any damages to which it could claim as a result of the above-mentioned breaches.
Any decision taken by the customer to change the IT environment, without prior information from Profileo or in the absence of agreement on the technical and / or financial consequences of this decision, entitles Profileo to terminate the contract by registered letter with notice. of reception remained unsuccessful for a period of one month.
The Parties consider as force majeure those usually recognized by the jurisprudence of the French Courts and Tribunals.
Upon the occurrence of a case of force majeure affecting the ability of a Party to perform its obligations, the latter must notify the other Party by any means, with confirmation within the following two (2) days by registered letter with notice of reception.
Initially, the occurrence of such a case of force majeure will suspend the performance of the contractual obligations of the Parties, it being understood that the Parties will have to consult each other to best organize their contractual relations during this period.
If the case of force majeure continues for a period exceeding two (2) months, this Contract may be terminated by notification of termination sent by one of the Parties subject to a notice of one (1) ) months.
This contract and its annexes express all the obligations of the parties. In case of contradiction, this contract will prevail over the annexes.
No document may give rise to any obligation hereunder unless it is the subject of an addendum signed by both parties.
If one or more provisions of this contract are held to be invalid by law or regulation, or declared as such by a final decision of a competent court, they will be deemed unwritten. The other provisions hereof will retain all their force and scope.
Permanence of clauses:
The fact that the client or Profileo has not requested the application of any provision of this contract, whether permanently or temporarily, can in no case be considered as a waiver of the rights of this party arising from said provision.
Election of domicile:
The parties elect domicile at their head office.
Applicable right :
This contract is subject to French law.
Payment of invoices:
Any payment by international transfer will be made in euros, invoicing will be published in euros. The exchange rate will therefore not influence the payment of invoices. The costs associated with the transfer will be borne by the customer.
Any dispute relating to this service would, in the absence of an amicable agreement, fall under the exclusive jurisdiction of the Commercial Court of Aix-en-Provence (France).