The GTC are entered into by and between:
WEDOCOM a simplified joint-stock company (SASU) with a share capital of €20,000, having its registered office at 137 rue de l’Université, 75007 Paris, France, registered with the Trade and Companies Register under number 841 247 281 RCS Paris, represented by Caroline Courtel in her capacity as President (hereinafter referred to as the Service Provider),
And
The Client, a legal entity that has accepted the Order. Hereinafter individually or collectively referred to as the "Party" or "Parties."
Ci-après individuellement ou collectivement dénommée(s) la ou les Partie(s).
These General Terms and Conditions of Sale (GTC) govern the contractual relationship between the Service Provider (hereinafter referred to as "the Service Provider") and its clients (hereinafter referred to as "the Client") concerning the resale of software licenses, the integration of such software, and consulting services (hereinafter referred to as "the Services").
The purpose of the GTC is to define the terms and conditions under which the Service Provider agrees to provide the Client with the services described in the Quote signed by the Client.
By signing the Quote, the Client agrees to the GTC for the entire duration of the Services. The GTC take precedence over any other document issued by the Client, including its general purchase terms. Only specific terms explicitly accepted in writing by the Service Provider, particularly those stated in the signed Quote, may prevail over the GTC.
The Order is formalized by the Quote and its acceptance through the Client's signature (hereinafter referred to as the "Order"). Every Order is firm and binding for the entire commitment period stated in the Quote.
Any request to modify the Order by the Client will be reviewed by the Service Provider and, if accepted, will result in a new Quote. If the request is denied, the Order shall remain in effect until the end of the commitment period.
Any early termination of the Order before the end of the commitment period will result in compensation equal to the amounts remaining due for the commitment period. This compensation is due by right, without prior notification or formal notice, and must be paid within 30 days from the termination date.
The price of the Services is indicated in the Quote, it is firm and cannot be revised.
For non-recurring Services, payment is made 50% upon ordering and 50% at the end of the Service.
For recurring Services such as license subscriptions, payment is made annually at the start of each due date.
If the recurring Service continues beyond the commitment date, the price applicable to this Service will automatically be the public price of the Service in question.
For example, if after a three-year commitment to licenses, the Customer continues to use them without having renegotiated the renewal and obtained a new Order, the price applicable to the licenses used will be the public price of the Publisher of the license from the day after the end of the commitment period.
Invoices are payable 30 days from the invoice date, unless otherwise agreed in the Order.
In the event of late payment, late payment penalties calculated at a rate of six times the legal interest rate will be automatically payable, without a reminder being necessary. In addition, in accordance with article L441-10 of the commercial code, the sums due give rise to the payment of a lump sum compensation for recovery costs in the amount of forty euros and accrue interest from the due date.
As a distributor, the Service Provider can only grant rights within the limits of those granted to it by the software publisher. The rights granted over the software are therefore those specified in the publisher’s terms and conditions. The publishers’ terms are available on their respective websites:
- LumApps : https://www.lumapps.com/legal/
- Smartsheet : https://www.smartsheet.com/legal
A project description and timeline may be attached to the Quote for reference purposes. This support requires collaboration from the Client and may evolve to better adapt to the Client's project.
The Service Provider agrees to make every effort to perform the Services as stipulated in the GTC, in compliance with applicable laws and regulations, and in accordance with professional standards. The Client undertakes to cooperate with the Service Provider and provide all necessary information for the execution of the Services.
Each Party's liability can only be incurred in cases of fault directly attributable to it, and neither Party shall be held liable for damages resulting from the failure of the other Party to fulfill its obligations or an event of force majeure as defined under the 'Force Majeure' clause.
Each Party is only liable for direct, personal, and certain damages suffered by the other Party, explicitly excluding compensation for indirect or intangible damages, such as business losses, operating losses, or loss of revenue.
The maximum amount of damages that can be claimed from a Party is capped as follows:
-For damages related to license distribution or software subscription: six months of subscription fees, with a minimum of twenty thousand euros (€20,000);
-For damages related to one-time support services: the amount paid by the Client at the time of the incident, twenty thousand euros (€20,000).
This cap applies within the limits of French legal and regulatory conditions, explicitly excluding any claims for bodily injury.
Liability for breaches of obligations by the software publisher is governed by the terms and conditions attached to the publisher’s contractual commitments.
Any contractual liability claim must be brought within two years of the occurrence of the damage, or it will be time-barred.
The Service Provider and the Client agree to maintain the confidentiality of all information exchanged during the execution of the Services.
The Client acknowledges and agrees that Wedocom, the software publishers, and any subcontractors previously disclosed in accordance with applicable legislation may process personal data under the terms of the Personal Data Processing Policy, available here: https://www.wedocom.io/
The GTC shall be governed by French law to the exclusion of any other law.
Any dispute arising out of the application or interpretation of the GTC which cannot be settled amicably shall be submitted to the exclusive jurisdiction of the Commercial Court of Paris, even in the case of multiple defendants, third party claims or summary proceedings.
The parties agree that the attempt to find an amicable solution is a mandatory condition before resorting to legal proceedings. Failure to comply with this clause may be invoked by either party as a bar to proceedings.
To this end, the diligent party shall notify the other party in writing of the dispute and the terms of its claim. The notifying party may refer the matter to an independent mediator, such as the Médiateur des entreprises. If a paid mediator is chosen, the costs of the mediation shall be borne by the notifying Party. Upon receipt of the notice, the Parties will have 30 calendar days to negotiate in good faith to reach an amicable resolution.
If no amicable solution is reached by the end of this period, the Parties may refer the matter to the courts.
For disputes relating to breaches of the Publishers' legal terms and conditions, the rules on jurisdiction and choice of law are those set out in the Publishers'respective terms and conditions.
These GTC are drafted in French. Any translation into another language is provided for convenience only. In the event of any discrepancy or inconsistency between the French version and any translated version, the French version shall prevail and be binding.
