GENERAL SALES CONDITIONS:
These general conditions explain the terms of sale of SISTRE’s software. They complement the End User License Agreement (“EULA”).
The licensee or the client means the entity or the person identified in the EULA.
The seller means SISTRE.
ARTICLE 1 – PRICES
Prices are defined as the current prices at the date of the order and are valid for six months maximum.
ARTICLE 2 – INVOICES
Online sales: Invoices will be automatically sent by E-mail after the online payment will be registered by Sistre.
Offline sales: Invoices will be paid 30 days on receipt, unless particular conditions explained in the payment conditions of EULA. Any payment delay will incur an interest on overdue payments. This moratorial interest will represent 3 times the legal interest rate.
ARTICLE 3 – CASES OF ABSOLUTE NECESSITY
The seller and the licensee will be exempted from charges and responsibilities if the execution of the contract, and particularly the installation of the software on the licensee’s computer, was delayed or impossible in case of absolute necessity, including but not limited to riots, storms, strikes, fires, acts of God…
ARTICLE 4 – LIABILITY
The seller guarantees the licensee against all counterfeiting lawsuits that could be brought against him, because of the possession and/or the use of the software, at the only condition that the licensee had informed the seller, within eight (8) days, about the summon and had ensured the seller the free right to defend himself.
The licensee will have and keep the control of the use of the software installed on his computer. This is the reason why the licensee engages his own and only responsibility about the exploitations of the results, from the use of the software. The licensee recognizes that the seller will have no responsibility towards him or a third party for any damage that could result from the direct or indirect use of the software by the licensee, excepted counterfeiting actions. Moreover, the seller does not warrant that the operation of the software will be uninterrupted, or error-free.
Although the software runs on most hardware and standard systems, the licensee must verify the adequacy of (the) software (s) to its needs and its technical environment, taking particular account of the specific materials and systems necessary operation of each software. He advised the client to sign a contract maintenance / support software SISTRE which constitutes a separate paper in these conditions.
ARTICLE 5 – JURISDICTION - LITIGATION
Every dispute between both parties about the interpretation or/and the execution of the contract, that could not reach an amicable arrangement, will be governed by the laws of France and brought to the Commercial Court of PARIS, FRANCE.
ARTICLE 6 – COMPLIANCE WITH LAW
In case of import, the licensee agrees that he will comply with all local tax and customs laws, regulations and codes of his country in the performance of this agreement. The corresponding taxes will be paid by the licensee.
ARTICLE 7 - EFFECT AND DURATION OF THE CONTRACT
The contract takes effect at the receipt by the seller of a license file, having acceptance value of the General Sales Conditions..
ARTICLE 8 – USE OF THE SOFTWARE
Without any other indication in the EULA, the license is delivered for being used by on a single system. Its use is limited to the staff of the company situated on the “user site”.
For some software, the license can be acquired in “Network mode” use (the protection, connected to a server, is shared between client computers connected to the network ).
The total amount of simultaneous use of the software, also on a given computer, cannot exceed the number of purchased licenses.
ARTICLE 9 - GUARANTEE
The usual period of guarantee is six (6) months from the date the software is sent, except particular conditions explained in the EULA.
ARTICLE 10 - VALIDITY OF THE CESSION OF THE LICENSE
10.1 Implantation. The right to use the software is only valid on the computer described in the EULA. The transfer on other computers by the licensee is only allowed in exceptional case, like problem with the original support or for specific temporary operating requirement, in which case it is understood the software would only be used on one or the other computer, but never on both at the same time. If such a transfer were to be prorogated, the licensee must formulate a request in writing, informing the seller of the transfer and its duration.
The transfer can be realized only if the software is either under guarantee or covered by a maintenance or updates contract. The installation will be made by the licensee helped with documentation and CD/DVD supplied by the seller or by Internet.
10.2 Copying or Distribution Right. This agreement does not confer the right to copy, publish or disclose all or part of the software nor the documents (written or on CD/DVD)supplied by the seller :
unless the reproduction is strictly limited to the loading, the display, the execution, the transmission or the storage purposes ;
except for the emergency back-up purposes solely in one copy, subject to all necessary measures in order to avoid diffusion.
The licensee shall not translate, adapt or modify the software. The licensee shall not decompile, reverse engineer or disassemble totally or part of the software.
10.3 Non transferability of the agreement. Licensee expressly agrees not to assign, transfer or grant to any other third party, even free of charge, any user right arising from this agreement. If the licensee would sell or give to a third party the equipment on which the software was installed, the licensee takes the engagement to uninstall the software before the transaction.
10.4 Non transferability of the Software. The contract only grants the licensee a non-exclusive right to use the software for his own requirements. Consequently, the aforementioned software shall not be assigned, sub-licensed to anyone, transferred in whole or in part, neither subject to payment nor free of charge. The licensee also agrees not to use the software, or let it used on his own computer for or by a third party, unknown to the contract.
10.5 End of the contract. At the end of the contract, the licensee commits himself not to use, or let used, any version of the software that could be installed intentionally or unexpectedly on his material or a same one. In case of problems with his material, the licensee undertakes to destroy any copies, in case it exists, as soon as the normal conditions of exploitation are recovered. The licensee undertakes to destroy an unknown copy as soon as he knows it exists.
ARTICLE 11 - CHANGE OF EQUIPMENT
If the licensee intends to permanently transfer the software onto another equipment than designated in the EULA, he must request the seller’s prior consent. The transfer will take effect at the date of notification of the seller’s consent. This new installation will be subjected to a new contract which will invalidate and replace the current contract. The transfer can be realized only if the software is either under guarantee or covered by a maintenance or update contract.
ARTICLE 12 - BREACH OF OBLIGATIONS DETAILED IN ARTICLE 10
The licensee acknowledges the importance of the provisions of article 10, as a determining clause of this agreement. Consequently, if by reason of the licensee's failure to meet his obligations under a third party improperly benefits from the use of all or part of the software under license, the licensee will pay to the seller, as stipulated penalty, an amount equal to the value of the charges for the unduly divulged software as per the seller price list in effect at the time of the breach, marked up by 25%. Moreover, any breach of the above-mentioned provisions will immediately render the present this agreement, in which case the licensee shall return the whole software and all the documents mentioned in the contract to the seller. The foregoing does not imply any waiver on the part of the seller of any and all other claims, rights or remedies to which it is entitled under law.
ARTICLE 13 - INTEROPERABILITY
In accordance with article L. 122-6-1 of the Code of intellectual property, the customer may obtain from SISTRE information necessary for interoperability of software with other software or software developed independently.
The information required for interoperability of software will be provided to the customer at his request to be made by registered letter with acknowledgment of receipt addressed to SISTRE.
This information will be provided by SISTRE in three months following receipt of the request.
It is expressly agreed that the information obtained by the licensee can be :
- Or used for any purpose other than to achieve interoperability of independently created software,
- Or communicated to third parties unless necessary to achieve interoperability of independently created software
- Not used for the development, production or marketing of software or software whose expression is substantially similar or any other act that infringes copyright.
- Generally, the customer is responsible for the harmful consequences that might result from such interoperability.