Terms of Sale
Article 1 – Preamble – definitions
1.1 Devoteam G Cloud, a simplified joint-stock company with a capital of 300,000 Euros, registered with the RCS of Lyon 512 085 036, having its registered office at 11 Bis Quai Perrache, Bureaux Convergence Bâtiment C, 69002 Lyon (hereinafter “Devoteam G Cloud” ), is a company specializing in consulting, installing and integrating IT solutions and business applications (G Suite, Google Cloud Platform, Google Maps, Bime, etc. hereinafter “Solutions”) offered by publishers of IT solutions distributed by Devoteam G Cloud, as well as in the performance of the associated support services.
1.2 We mean by:
“Subscription” the Customer’s subscription to one or more Solutions offered by their publishers, and distributed by Devoteam G Cloud.
“Customer” the company having taken out a Subscription with Devoteam G Cloud and benefiting from the Support Services.
“Support Services” all the services subscribed to by the Customer and provided by Devoteam G Cloud by telephone, email, internet aimed at promoting the continuity of the Solutions.
“Services” all the services defined in the Contract, including the Subscription, the Support Services subscribed to by the Customer, as well as any other service which may be added to it.
Article 2 – Application of the general conditions of sale
Unless otherwise agreed in writing, these general conditions apply automatically to all Services.
Consequently, the fact of placing an order implies full and unreserved acceptance by the Customer of these general conditions of sale.
The relationship between the Customer and Devoteam G Cloud will always be governed by the latest conditions in force.
Article 3 – Formation of contracts
3.1 Any order from the Customer must be placed in writing (by email, fax or post). These general conditions of sale are brought to the attention of the Customer by hypertext link on the home page of the site www.devoteamgcloud.com. Orders that are sent to Devoteam G Cloud are always understood to be subject to acceptance, materialized only by the sending by Devoteam G Cloud of an order confirmation.
3.2 In the event of an estimate, the estimates established by Devoteam G Cloud are an offer to contract.
The contract is formed only by the unconditional acceptance by the Customer of the conditions appearing in the estimate.
3.3 Once the contract has been formed (hereinafter “Contract”), any partial or total cancellation of the order is impossible, the price being due in full.
Article 4 – Subscription to Solutions
The Customer chooses the Solutions to which he wishes to subscribe from among the Solutions offered by the publisher partners of Devoteam G Cloud and marketed by Devoteam G Cloud. The conditions of supply of the Solutions are determined by their publishers, and accepted by the Customer directly when subscribing to the Solution, by accepting the general conditions applicable to the Solutions chosen and published by its publisher.
The Client contracting alone with the publisher of the chosen Solution, Devoteam G Cloud cannot be held responsible in any way whatsoever for the conditions of the provision of the Solution by its publisher as well as for its content.
Article 5 – Services
In addition to managing Subscriptions, Devoteam G Cloud’s obligations are of two types:
5.1 Support Services
Devoteam G Cloud performs, on behalf of the Customer, the Support Services subscribed by the latter at the time of the conclusion of the Contract and as defined in the latter.
In general, the Support Services performed by Devoteam G Cloud depend on the Solutions chosen by the Customer, and may vary from one Solution to another.
They are of four types, depending on the degree of intervention of Devoteam G Cloud chosen by the Client: Devoteam G Cloud Support, Devoteam G Cloud Plus Support, Devoteam G Cloud Premium Support, Corporate Support and All Inclusive Support.
The Customer is reminded that in addition to the Support Services, he also benefits from access to support from the publishers of the Solutions chosen under the conditions defined by contract.
5.2 Other Services
Any Service requested by the Customer which is not included in the Support Services subscribed to by the Customer when the Contract is concluded will be invoiced by Devoteam G Cloud at the rate in effect when it was ordered. It may be the subject, if necessary, of a preliminary estimate.
Article 6 – Duration – Termination
Regardless of the duration of the Subscription, and unless otherwise provided, the Contract is concluded for a period of 12 months. Subsequently, the Contract is renewed by tacit agreement for the same period of 12 months, unless terminated by one of the parties by registered letter with acknowledgment of receipt received by the other 60 days before the anniversary date of the Contract.
Any early termination of the Contract by the Customer in this The conditions that do not meet the previous paragraph will make it liable for compensation equal to the price remaining due until the end of the Contract, without prejudice to any damages that Devoteam G Cloud may be entitled to. claim.
Either party may terminate the Contract if the other commits a serious or persistent breach of its contractual obligations and does not repair it within 30 days of written notification.
Article 7 – Obligations
7.1 Obligations of Devoteam G Cloud:
Devoteam G Cloud undertakes to provide the human resources necessary for the performance of the Services defined in the commercial proposal sent by Devoteam G Cloud.
The parties agree that Devoteam G Cloud’s obligations under their relationship are, unless otherwise specified, obligations of means and not of results.
Devoteam G Cloud undertakes to comply with security standards, follow the legal installation and use procedures, whether they come from the manufacturers or whether they are inherent in the Customer’s specifications. The Customer will give the rules or prescriptions in force by all possible means before the intervention dates of Devoteam G Cloud employees.
7.2 Customer’s obligations:
The Customer undertakes to provide an IT environment in accordance with the prerequisites of the various service providers so that Devoteam G Cloud can perform the Services ordered: browser version, OS version of servers and client workstations, main domain name, a network infrastructure adapted to the Solutions, a recent mobile phone fleet… This list is not exhaustive.
The Customer will take care of facilitating access and making every effort to ensure that the Devoteam G Cloud employee can provide his Service.
In any case, if for reasons beyond Devoteam G Cloud, the Service cannot be performed, the Service will be invoiced in full.
In addition, it is the Customer’s responsibility:
– appoint a correspondent who remains the contact person for Devoteam G Cloud throughout the duration of the Service;
– take the necessary steps to remove without delay any impediment or remove any difficulty that would hinder the proper performance of the Services requested;
– to assert their rights and fulfill their obligations under the contract regarding the performance of which the intervention of Devoteam G Cloud is requested, failing which Devoteam G Cloud would then be relieved of all obligations to it.
Article 8 – Prices and terms of payment
8.1 The invoicing of the subscription to Solutions, Support Services and, where applicable, other Services takes place on the basis of the rates indicated in the Contract or, in the absence of a quote, on the basis of the current rate of Devoteam G Cloud on the day of the order.
Unless otherwise provided, prices are expressed exclusive of taxes, travel costs, exchange rates, customs costs and insurance, and will be fully billed to the Customer. Where applicable, a flat rate for travel expenses may be described in the estimate depending on the location of the Services.
Any contract year started is due in full.
8.2 Solutions and Support Services are payable annually. The total annual amount relating thereto is payable in advance at the start of each year of performance of the Contract. No discount will be granted for early payment.
The price of other Services is payable within thirty days of the issuance of the related invoice.
8.3 Unless otherwise provided, in the event of an increase in the number of users of the Solutions during the term of the Contract as well as the price of the Subscription charged by its publisher, the price of the Solutions and Support Services will be automatically adjusted in proportion to the increase and this until the end of the Contract.
In the event of a decrease in the number of users of the Solutions during the term of the Subscription, the price of the Solutions and Support Services will be updated on each anniversary date of the Contract.
8.4 Any invoice not paid on its due date will automatically and without formal notice be increased by conventional default interest of ten times the interest rate of the European Central Bank at its most recent refinancing operation, as well as a lump sum compensation for recovery costs in the amount of 40 euros. When the collection costs incurred by Devoteam G Cloud are greater than the amount of this fixed compensation, Devoteam G Cloud reserves the right to request additional compensation, upon justification.
In the event of non-payment within the stipulated deadlines and 48 hours after an unsuccessful formal notice, Devoteam G Cloud reserves the right, without the Customer being able to request any compensation whatsoever, to interrupt its Services as well as the Solutions until payment of the overdue, unpaid invoice (s) (including surcharges), without prejudice to any right to pronounce early completion of the Contract and to obtain damages in accordance with the provisions of Article 6.2
To be admissible, all disputes or protests against invoices issued by Devoteam G Cloud must imperatively be made by registered letter within 8 days of the date of dispatch of the invoice.
Article 9- Intellectual property
In the absence of any express, prior and written stipulation to the contrary by Devoteam G Cloud, Devoteam G Cloud will be the holder of the intellectual property rights relating to the Services provided under the Contract concluded with the Customer.
Article 10 – Liability
It is up to the Customer to communicate to Devoteam G Cloud the characteristics of the services corresponding to his needs, as well as, when the services are developed jointly with Devoteam G Cloud, to ensure that the characteristics adopted correspond in all respects to his expectations. The Customer is thus deemed to have full knowledge of the Services he orders.
Any dispute by the Customer of the proper performance by Devoteam G Cloud of its contractual obligations must be justified and be the subject of a registered letter with acknowledgment of receipt sent no later than one year from the date of discovery of the likely facts. to found the said complaint. Failure to do so constitutes a waiver on the part of the Client to criticize the proper performance by Devoteam G Cloud of its contractual obligations.
IN NO EVENT WILL DEVOTEAM G CLOUD BE LIABLE TO REPAIR ANY INDIRECT DAMAGE (MORAL OR COMMERCIAL DAMAGE, LOSS OF DATA, LOSS OF PROFIT, TURNOVER, ORDER OR CUSTOMER) THAT THE CUSTOMER MAY SUFFER. FURTHERMORE, IN ITS RELATIONSHIP WITH THE CUSTOMER, IN NO EVENT, EXCEPT A HEAVY MISTAKE, THE RESPONSIBILITY OF DEVOTEAM G CLOUD SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER IN COUNTERPART OF ITS OBLIGATIONS.
Under no circumstances, whatever the Service ordered and / or whatever the place of its performance (on the Customer’s site and / or at Devoteam G Cloud), Devoteam G Cloud can not be responsible, for any reason whatsoever, Customer data which is damaged and / or lost, totally or partially. In addition, if the Customer’s data is personal data, the Customer, in his capacity as person responsible for processing personal data, remains solely responsible for compliance with the regulations relating to the protection of personal data provided for by the Data Protection Act of of January 6, 1978, amended by the law of August 6, 2004.
Consequently, the Customer will take all customary precautions to ensure the safeguard and protection of his data prior to any intervention.
Article 11 – Intervention deadlines
The deadlines are given as an indication, as exact as possible without guarantee, however, from Devoteam G Cloud.
In the event of a delay in intervention beyond the control of Devoteam G Cloud or in the event of force majeure, the delays can in no way justify the cancellation of the order or give rise to penalties or damages.
If the Service proves impossible to perform, Devoteam G Cloud will inform the Customer as soon as possible by any means of communication available in order to either cancel the Service or to re-plan it.
Article 12 – Force majeure
Devoteam G Cloud does not incur any responsibility for non-performance or delay in the performance of any of its obligations if this results from an event beyond its control and which is beyond its control. Any external, unforeseeable and irresistible event within the meaning of Article 1148 of the Civil Code is considered as such.
Acts or omissions of telecommunications network operators, internet network operators or other third parties, equipment or third party equipment failure, employee strikes or shortages, riots, insurgencies, fires, floods, storms, explosions, natural disasters, acts of war or terrorism, government decision, social climate, earthquakes and equipment shortages or any other clause beyond the control of Devoteam G Cloud, are assimilated by the parties to force majeure.
If the cases of force majeure or fortuitous event have a duration of more than 90 days, this contract may be terminated on the initiative of one or the other of the parties, without the right to compensation from either side. other.
Article 13 – Confidentiality – Non solicitation
13.1 Each party must treat confidential information received from the other with the strictest confidentiality.
Devoteam G Cloud undertakes not to disclose any information likely to allow third parties to know directly or indirectly the challengetail of the questions made by the Customer and in general no confidential data within the meaning of the Data Protection Act.
13.2 The Customer undertakes, except with the prior written consent of Devoteam G Cloud, not to recruit or not to employ an intermediary any Devoteam G Cloud employee who participated in the execution of this Contract even if the initial request is formulated by the attendant. This commitment is valid for the duration of this Contract and for a period of two (2) years from its termination for any reason whatsoever.
In the event that the Customer does not respect this commitment, he undertakes to compensate Devoteam G Cloud by paying him a lump sum compensation equal to the gross salary received by the employee during the twelve (12) months preceding his departure.
Article 14 – Applicable law
The interpretation and execution of these general conditions of sale are subject to French law. Each party elects domicile at its head office.
ANY LITIGATION ARISING FROM THE OPERATIONS REFERRED TO HEREIN WILL BE THE JURISDICTION OF THE LYON COMMERCIAL COURT, WHICH IS EXPRESSLY ACCEPTED BY THE CUSTOMER.