SaaS Terms and Conditions of Sales and Use - JALIOS S.A.

SaaS Terms and Conditions of Sales and Use

The current general conditions of use and sale aim to define the commercial relationship, concerning the applicative Services proposed in a SaaS mode (Software as a Service) by JALIOS, between the latter and any Customer in order to ensure the quality of their relations and to allow the Customer to find any useful information. They are considered as accepted expressly and irrevocably in their totality by the Customer by the only fact of his order. They prevail over all other general or particular conditions of purchase and more generally over all documents issued by the Customer.

Article 1 – Definitions

Whenever used in the body of this Agreement, the terms below shall have the following meaning:

1.1 SaaS Contract

The term "SaaS Contract" refers to the contract by which JALIOS grants the Customer a right of final use of Solutions in addition to access to a set of related services (data hosting, maintenance of Application Services, technical assistance) under the conditions defined by mutual agreement between the parties.  

1.2 Solutions

The term "Solution(s)" refers to the operational functions referred to in the order form and made available to the Customer as part of the Application Services in SaaS mode.

1.3 Application Services

The term "Application Service(s)" refers to the Service(s) offered by Jalios in SaaS mode and enabling the Customer to use the Solutions.

1.4 Anomaly

The term "Anomaly" refers to any malfunction of the Application Service preventing the execution of all or part of the functionalities exclusively attributable to the said Service and reproducible.

1.5 Documentation

The term "Documentation" refers to all documents provided to the Customer describing the functionalities and instructions for use of the Solutions.

 

Article 2 – Quotation - Order

The offers of JALIOS are valid for a period of (3 months). After this period of validity, they can be changed or withdrawn. JALIOS provides its customers with online information about the JALIOS products which can be freely consulted at www.jalios.com, being specified that this information has no contractual character.

Any offer established by JALIOS constitutes the particular conditions that modify or complete the present general conditions.

Any order carries as a substantial and determining condition, the acceptance of the present general conditions of sale.

The orders must be placed in writing (letter or fax) with the commercial stamp and the signature of the Customer and include the following information

  • precise reference of the "Price Proposal" issued by JALIOS and accepted by the Customer,
  • precise references of the Application Services and quantity of end-user stations in accordance with the Price Proposal
  • billing address,
  • reference order number,
  • reference number on the contract signed with JALIOS, if applicable.

Consequently, orders placed by telephone must be confirmed by the Customer under the above conditions.

 

If the order was not preceded by an offer from JALIOS, the contract will only be considered complete when the order has been accepted in writing by JALIOS.

The customer may only modify or cancel an order with the written consent of JALIOS. In the absence of agreement, JALIOS may request, at its option, either the execution of the initial order or the termination of the contract; in the latter case, the sums already paid by the Customer as a deposit will remain definitively acquired by JALIOS, without prejudice to any damages that it may claim as compensation for the prejudice suffered as a result of the termination

Article 3 – Deliveries - Deadline

3.1. Deliveries

Deliveries will only take place if the Customer is up to date with its obligations towards JALIOS. They will be formalized by the delivery of the access key to the Application Services.

Delivery times will run from the date of receipt of the order or acceptance thereof by JALIOS under the conditions referred to in Article 2 above. They are indicated as accurately as possible.

Consequently, if a delivery has been delayed due to force majeure or an act of God and more generally for a reason independent of JALIOS, it will be deemed to have been made on the agreed date.

3.2. Transfer of risks

The risk of damage is transferred to the Customer on the day of delivery.

Article 4 - Payments and penalties

The payment terms set by JALIOS are mandatory. The Customer undertakes to respect them scrupulously without being able to oppose delays in delivery, or the lack of conformity or functioning of the Solutions and Application Services, taking into account the guarantee offered by JALIOS.

Unless otherwise stipulated in writing by JALIOS, invoices are payable within 30 days of the invoice date. After this deadline, the invoiced amounts will automatically bear interest at the refinancing rate of the European Central Bank (ECB) plus 10 points until full payment. Any partial payment will be charged first to the interest and then to the capital due.

Under no circumstances may payments be suspended or offset without the prior written consent of JALIOS.

Article 5 – Maintenance of Solutions and Application Services

Jalios will carry out corrective and evolutionary maintenance of the Solutions and Application Services. Interventions relating to such maintenance may render the service temporarily unavailable.

Jalios will inform the Customer by e-mail of functional changes available on the site concerned.

Jalios will not carry out maintenance services, without being held liable, in the following cases :

  • refusal by the Customer to collaborate with Jalios in resolving the Anomalies and in particular to answer questions and requests for information ;
  • refusal by the Customer to upgrade its own software and equipment in order to bring them into compliance with the prerequisites for using the Solutions
  • use of the Application Services in a manner that does not comply with their purpose or their Documentation;
  • unauthorized modification of the Solutions by the Customer or by a third party;
  • failure of the Customer to comply with its obligations;
  • implementation of any software package, software or operating system not compatible with the Application Services
  • failure of the electronic communication networks;
  • voluntary act of degradation, malice, sabotage;
  • deterioration due to force majeure or misuse of the Application Services.

However, Jalios may, at its discretion and to the extent possible, take charge of resolving malfunctions caused by one of the cases listed above, according to its service rates in force on the date of intervention. These services will be invoiced separately.

Article 6 – Responsabilities

Jalios' liability shall be limited solely to direct damage suffered by the Customer as a result of malfunctions of the Solutions and Application Services; any liability for indirect damage is expressly excluded. The amount of any compensation that may be awarded to the Customer in this respect shall not, by express agreement between Jalios and the Customer, exceed the total amount paid by the Customer over one year in respect of the fee paid under this Contract. Moreover, Jalios shall not be held liable for the accidental destruction of Data by the Customer or a third party having accessed the Application Services by means of the Identifiers given to the Customer..

Article 7 – Use of Solutions and Services

Use of the Service offered by the Customer requires the latter to have informed its Users and authorized third-party Users of the conditions of use laid down by Jalios.

The Customer undertakes not to :

  • circumvent or exceed the technical or functional limitations associated with the Service provided by Jalios
  • use the Service in a manner contrary to the legislation in force in the territories where the Service is to be operated
  • resell or redistribute the Service or any part thereof without the express and formal agreement of Jalios
  • use the Service, which is the subject of the Agreement, to host software for commercial purposes
  • upload, publish or disseminate content that is illegal, defamatory or in breach of any regulations in force in the territories where the Service is to be used
  • upload, post or disseminate any content that violates any applicable laws regarding piracy, counterfeiting, copyright or other proprietary rights
  • use the Service to sell, market, distribute or promote illegal or unlawful goods or services
  • use any part of the Service as a destination for unsolicited commercial mailings or emails
  • use any unlawful means to modify, redirect or attempt to redirect the Service.

It is the Customer's responsibility to respect the volume thresholds indicated in its order form and to inform Jalios of any increase in its processing capacity requirements. The Customer may optionally request a support service from Jalios in order to optimize the use of the Service in accordance with its needs.

The Customer undertakes to make all declarations necessary for the use of the Software in the context of its activity to the relevant and competent bodies such as the CNIL.

Article 8 – Confidentiality

Any document and/or information transmitted in the context of the conclusion of the order and/or its execution as well as any information concerning JALIOS or the Client of which the other party could be aware during the conclusion and/or execution of the order are confidential.

To this end, JALIOS and the Customer shall take all necessary measures with their respective personnel and/or participants of any kind, whether permanent or occasional. JALIOS and the Customer undertake to return to the other party, within a period not exceeding fifteen days (15 days) after the termination of the licence, whatever the cause, all documents in its possession bearing the aforementioned confidential character. The obligation under this section shall survive the termination of the Licence for any reason without limitation of time.

The obligation of confidentiality shall not apply to information which

  • is known to the parties and of which they can prove that they had knowledge by themselves or by a third party before the commercial proposal of JALIOS,
  • is in the public domain or would fall into the public domain during the execution of the License other than through the actions or omissions of JALIOS or the Customer and/or their personnel and/or participants of any kind, whether permanent or occasional.

Article 9 – Tolerance - Enforceability

The fact that Jalios or the Customer does not avail itself, at a given time, of any of the present general terms and conditions of sale, may not be interpreted as a waiver of the right to avail itself of them at a later date.

If any of the provisions hereof are held to be invalid or without object, they will be deemed unwritten and will not entail the invalidity of the other provisions..

Article 10 – Jurisdictional clause

Any dispute relating to the application of these terms and conditions, even in the event of multiple defendants or by request, even incidental, for forced intervention or call for guarantee, is subject to French law and falls under the exclusive jurisdiction of the Commercial Court of PARIS.