29 August 2022
The Services covered by these General Terms are provided by SITENCO, an EURL with a share capital of €2,000, registered with the Bourg-en-Bresse Trade and Companies Register under number 528775380, whose registered office is at 258 Avenue de Lyon, Péronnas 01960, France.
The purpose of these General Terms of Service ("GTS") is to set out the terms and conditions of the various Services offered by SAALZ's Professional Services Department, as defined in Article 2 below.
The GTS are made available to the Client, who may consult them on the Quotation. They are also available on the website https://saalz.com, in their latest version.
The GTS are enforceable against the Client, who acknowledges having read them and having accepted them without reservation by electronic means before confirming their order.
The GTS prevail over all contractual documents issued by the Client, in particular its own purchasing terms or its own purchase orders, which the Client expressly acknowledges.
The GTS applicable to the Client are those of the version in force on the date the Services are ordered.
SAALZ provides the following Services to professional Clients:
Technical and functional study: business analysis support, audit of the Client's existing setup/ecosystem, advice on using the Saalz API.
Custom development:
The Contract takes effect on the date of Subscription, formalised by the date the Quotation is signed.
Failing renewal, the Client may retrieve its Data in accordance with Article 15 "Termination, reversibility".
Subject to the conditions and limits of these GTS, SAALZ undertakes to perform the Services within the time period set out in the Quotation.
That period will however only start to run once the Client has provided all the information required to analyse the intended Service.
SAALZ may not be held liable where information to be supplied by the Client is provided late, or is incomplete or non-compliant, or more generally in the event of a delay originating from causes beyond its control.
Where the delay is exclusively attributable to SAALZ, late-performance penalties calculated using the following formula may be applied:
P = (V x R)/1,000
P = amount of the penalty;
V = value of the services on which the penalty is calculated, that value being equal to the settlement value of the part of the services that is late, or of all the services if the late performance of one part renders the whole unusable;
R = number of days of delay.
SAALZ performs Services on a fixed-price basis or on a daily or hourly time-and-materials basis.
Details of the rates for any Service are available from SAALZ on request.
In all cases, agreement on the rate has been reached beforehand with the Client and evidenced by a Quotation.
Where a SAALZ member of staff has to travel to the Client's premises in order to perform a Service, travel costs will be invoiced to the Client on a per-kilometre or flat-rate basis, to which any meal, accommodation, toll and parking costs will be added.
The prices indicated are established on the basis of the conditions in force. Should those conditions change (duties and taxes, supplier rates, etc.), the prices invoiced may vary in line with those changes. In the event of a rate increase, SAALZ will notify the Client without delay before performing the Services.
Unless expressly agreed otherwise between the Parties, invoices are payable before the start of performance of the service, by bank transfer or by direct debit on a bank card number.
The Client warrants that it has the funds and the authorisations necessary to use the chosen payment method. The Client undertakes to keep its payment methods (bank account, bank card) active in the case of direct debit, and to inform SAALZ sufficiently early of any change of bank details so as to allow SAALZ to take the changes into account and continue collection.
In the event of late payment of an invoice, and without prejudice to any other right or remedy of SAALZ, the sums remaining due will become immediately payable and will automatically bear interest, from the due date and without prior formal notice, at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points.
SAALZ will invoice the Client for recovery costs incurred, with a minimum amount of 40 euros, SAALZ reserving the right to recover all costs (reminder letters, formal notice, bank charges, fees) associated with the recovery of payments not honoured by the Client.
Invoices are issued exclusively by electronic means, which the Client expressly accepts.
The Client undertakes to inform SAALZ of any change to its postal and bank address or any other information necessary for payment.
Any dispute concerning an invoice must be raised in a letter or email sent with acknowledgement of receipt within fifteen (15) days of the date of the invoice (or pro forma invoice).
In the absence of such a letter or email, the Client will be deemed to have accepted the invoice.
Certain prerequisites must be met by the Client:
Production of a specification document validated by the Parties.
Signature of the Quotation and receipt of payment in accordance with the terms of the Quotation.
Where applicable, provision of the server Data: FTP credentials (host, login, password, destination folder and destination URL if necessary).
Provision of sample test Data (files and/or Saalz example cases).
Provision of access to third-party applications where necessary.
Production of an acceptance test plan validated by the Parties;
Performance of the tests under the conditions of Article 6.2;
Sending of a validation email or any written confirmation by the Client's Designated Contact.
The Designated Contact appointed by the Client undertakes to test and check the custom Development delivered by SAALZ within 15 days of receiving it.
The tests and checks cover:
The various test cases are defined upstream by the Client and formalised in an acceptance test plan. Validation of those tests is a condition for go-live. Malfunctions occurring outside the test scope defined by the Client are not covered by SAALZ under the warranty provided for in Article 6.3 and are the subject of an additional quotation and an associated revised schedule.
If malfunctions are identified during this testing and verification period by the Designated Contact, the latter undertakes to maintain a register of the malfunctions identified and to send SAALZ details of each malfunction, precisely describing the operations carried out and the state of the Data before and after the malfunction.
The Designated Contact appointed by the Client will present a precise statement of the malfunctions resolved or in progress, together with the action plans and associated timescales proposed by SAALZ for their resolution.
In the light of these elements, an acceptance report will be drawn up with or without reservations and, in the latter case, accompanied by an associated action plan. Reservations will be lifted by the completion of the associated action plan.
Acceptance is pronounced without reservation when the custom Development presents no malfunction reported by the Client, and the Services are then deemed to conform to the order in quantity and quality.
Acceptance may be pronounced with reservation(s) when the custom Development presents minor malfunctions, with no blocking or major malfunction.
Acceptance is deferred when the custom Development presents blocking or major malfunctions. The deferral of acceptance is then duly substantiated by the Client, who records its reservations in a deferral report.
Custom Developments carried out by SAALZ or one of its subcontractors, under an order previously signed by the Client, are warranted for thirty (30) days from the go-live date.
SAALZ may not be held liable for any malfunction of the custom Development or for any consequence of a malfunction, misuse or non-compliance with the regulations in force of the custom Development, which occurs under the full and sole responsibility of the Client.
Accordingly, SAALZ may not be held liable for infringement of French and international intellectual property protection laws for any work, modification or delivery carried out on the basis of elements of any kind supplied by the Client.
The Client is required to back up its Data before any intervention by SAALZ, and to ensure that the Data can be restored if needed.
Recourse to the warranty may not give rise to the payment of any compensation of any nature whatsoever.
SAALZ offers Maintenance Hour Packs at the end of this warranty period, to which the Client may subscribe. Hours not used within the period set out in the Quotation may not be carried over.
Corrective maintenance: SAALZ provides a corrective maintenance service covering exclusively the custom Developments delivered, hosted and managed by SAALZ.
Where a malfunction is identified by the Client and confirmed by SAALZ, SAALZ undertakes to correct it or to propose a workaround as soon as possible.
Evolutive maintenance: at the Client's request, SAALZ also provides a Service intended to further develop Developments delivered, hosted and managed by SAALZ.
This Service consists of:
SAALZ may not be held liable under maintenance in the event of:
SAALZ's intervention under maintenance is carried out within the limits of the "Maintenance Hour Pack" subscribed to. Any additional Service performed at the Client's request will be invoiced separately.
SAALZ makes available to the Client a technical infrastructure for hosting applications and storing Data, connected to the Internet. The server made available belongs exclusively to SAALZ.
SAALZ also provides managed services and operates remotely to ensure the proper functioning of IT equipment and systems. SAALZ's technical interventions may be preventive, curative or corrective in nature.
IT administration and maintenance Services include:
SAALZ implements all means necessary to resolve the technical problem or the Client's request. SAALZ is subject to a best-efforts obligation and not to an obligation of result.
Restoration Time Guarantee (RTG)
The RTG offered by SAALZ is understood in business days and hours, Monday to Friday from 9 a.m. to 6 p.m.
The Restoration Time Guarantee is a maximum of 4 hours on business days and during business hours.
Outside those hours, restoration of an accidentally interrupted service is deferred to the following business day before 12 noon.
In the event of a failure on SAALZ's part, penalties may apply. The total amount of the penalties may not exceed 100% of the annual fee paid by the Client.
The Client ensures the attendance, availability and skill level of its staff.
For Training delivered on site, the Client makes available to SAALZ the hardware and software environment necessary for the Training Services. It is for the Client alone to have the installation preparations carried out at its own expense, in accordance with the standards in force, in particular safety standards.
SAALZ may recommend technical prerequisites or certain configurations to the Client for using the Software. The Client and the Users are responsible for following those technical prerequisites or recommendations.
The Client is solely responsible for its staff's Internet connection and for all related costs.
The Client may request the postponement of its participation in a Training session ordered, provided that it sends a written request to SAALZ at least 15 working days before the scheduled Training date.
The Client may request the cancellation of its participation in the Training, provided that it sends a written request to SAALZ at least 30 working days before the scheduled Training date. The full Training fee is due in the event of partial attendance by the Client, for whatever reason.
In the event of cancellation less than 30 working days before the Training date, the Client is required to pay 50% of the initial total cost of the Training by way of penalty.
In the event of cancellation less than 15 working days before the Training date, the Client is required to pay 70% of the initial total cost of the Training by way of penalty.
Any cancellation must be notified by email to [email protected].
It is recalled that, in providing the Services, SAALZ is subject to a best-efforts obligation.
SAALZ undertakes to perform all the Services in a professional manner and in accordance with good practice. Each Party assumes responsibility for the consequences resulting from its own faults, errors or omissions, and from those of any of its subcontractors, which cause direct damage to the other Party. Furthermore, and in the event of fault proven by the Client, SAALZ will only be liable for compensation for the financial consequences of direct and foreseeable damage arising from the performance of the Services.
Consequently, SAALZ may not incur liability for the indirect or unforeseeable losses or damages of the Client or of third parties, which includes in particular any loss of earnings, loss, inaccuracy or corruption of files or Data, commercial harm, loss of turnover or profit, loss of clientele, loss of opportunity, or the cost of obtaining a substitute product, service or technology, in connection with or arising from the non-performance or defective performance of the Services.
Nor may SAALZ be held liable for the accidental destruction of Data by the Client or a third party using the credentials issued to the Client.
SAALZ's overall liability may not exceed the Price paid by the Client to SAALZ over the last 12 months. The Parties expressly acknowledge that this limitation of liability constitutes a balanced allocation of risk between them.
This liability cap does not, however, apply to liability arising from:
SAALZ may only be held liable for damage of which SAALZ is directly and exclusively the cause, without any joint or several liability with third parties who contributed to the damage.
SAALZ may not be held liable for indirect damage such as loss of profits, orders, clientele or turnover, or moral or commercial harm, and its liability may not be sought in the context of an action brought against the Client by a third party.
SAALZ undertakes to perform the Services provided for in the Quotation signed and accepted by the Client, and to devote sufficient time and resources to performing the intended Services.
SAALZ undertakes to provide a quality Service, in accordance with the standards in force, with good practice, with the specification document and with the Quotation referred to and accepted by the Client.
SAALZ warrants to the Client peaceful enjoyment of the Developments and applications, and undertakes to indemnify the Client against any infringement action seeking to restrict or prohibit their use.
On that basis, SAALZ will bear all costs and expenses, including legal costs and lawyers' fees, incurred by the Client in connection with such an action, as well as the amount of any settlement payments and/or damages that the Client may be ordered to pay. The above provisions are subject to the following express conditions:
The Client undertakes to collaborate and cooperate actively and regularly with SAALZ, and to allocate the human and material resources necessary to monitoring the performance of the Services.
On that basis, the Client undertakes to appoint a single Designated Contact with the necessary skills to monitor the work and to take an active part in working meetings.
In addition, the Client undertakes to make available to SAALZ all information, documents and materials requested by SAALZ to enable it to perform the Service within reasonable timescales compatible with the schedule.
The Client undertakes to inform SAALZ proactively of any difficulty likely to affect the smooth running of the Service.
The Client undertakes to pay the Price on time and to comply with the terms of these General Terms of Service.
The Client is solely responsible for the Content (texts and images) published via the Developments and applications produced by SAALZ.
In any event, the Client undertakes not to publish any Content that would infringe the rights of third parties or that would in any way contravene French law.
More particularly, the Client refrains from publishing on the Developments and applications produced by SAALZ any content that does not comply with these General Terms.
The Client undertakes not to compromise the security of the Developments and to carry out the necessary Data backups before any intervention by SAALZ.
The Client also undertakes to put in place and maintain appropriate procedures to ensure the security of its own information system and in particular to prevent, detect and destroy any viruses.
Any breach of the provisions of this article will result in the outright termination of the Contract, without notice, at the Client's exclusive fault.
"Confidential Information" means, without this list being exhaustive, all information and Data communicated by one Party to the other Party in connection with the performance of the Service, in writing and/or orally, in particular in the form of graphics, drawings, plans, reports, customer lists, price lists, results, minutes of meetings, instructions and other items in any form whatsoever.
Each Party undertakes on its own behalf (and in the name and on behalf of its corporate officers, employees and subcontractors) to keep the Confidential Information strictly confidential, using the same means and processes as those used for its own confidential information.
This confidentiality obligation does not cover Confidential Information:
SAALZ may freely subcontract all or part of the Services covered by the General Terms of Service to any third-party company of its choice.
SAALZ remains personally liable to the Client for the performance of all the obligations set out herein.
SAALZ acknowledges having taken out, with a demonstrably solvent company, the insurance necessary to cover the risks associated with carrying on its business. SAALZ undertakes to provide the Client with any supporting evidence to that effect on first request.
Intellectual property in the custom Developments produced in connection with the Service remains vested in SAALZ, the Client having acquired only the right of use.
SAALZ declares and warrants:
That the software it has developed specifically for the Client, like the Saalz Solution, is original within the meaning of the French Intellectual Property Code;
That it holds all the intellectual property rights enabling it to contract with the Client; that the Saalz Solution and the software it has developed specifically for the Client are not liable to infringe the rights of third parties.
The Contract may be terminated automatically by SAALZ in the event of total or partial non-payment by the Client persisting thirty (30) days after the Client's receipt of a formal notice sent by registered letter with acknowledgement of receipt that has remained without effect or response.
In the event of a failure by one of the Parties to comply with one of the obligations incumbent on it under the Contract, not remedied within thirty (30) days of notification of that failure, or immediately in the case of an irremediable failure, the other Party may automatically terminate the Contract by registered letter with acknowledgement of receipt, without prejudice to any other remedy available to it.
The Client may terminate the Subscription to hosting and managed services subject to three (3) months' notice.
In the event that the contractual relationship ends, for whatever reason, SAALZ undertakes to return or destroy, at the Client's choice and at the rate in force, on the Client's first request made by registered letter with acknowledgement of receipt and within 45 days of receipt of that request, all the Data belonging to the Client in a structured, commonly used format readable by any terminal.
The Client undertakes to cooperate actively with SAALZ in order to facilitate the retrieval of the Data.
Reversibility operations take place over the period necessary for their completion. The Services provided by SAALZ in respect of reversibility operations will be borne by the Client and invoiced at SAALZ's standard rates, previously communicated. The cost of reversibility operations depends on the complexity of the hosted architecture.
By the deadline agreed between the Parties at the latest, SAALZ will delete all the Data, including copies, which means that they may neither be restored nor reconstructed by SAALZ, which will confirm this in writing to the Client on request.
In the context of their contractual relationship, the Parties undertake to comply with the regulations in force applicable to the processing of Personal Data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, applicable since 25 May 2018 (hereinafter, the "GDPR").
In connection with the Services referred to in the Contract, the Client may be required to communicate Personal Data to SAALZ. Within the meaning of Article 4(7) and (8) of the GDPR, the Client is the controller and SAALZ is the processor of the Personal Data.
The terms used in this article have the same meaning as in the aforementioned regulation.
SAALZ is authorised to process, on behalf of the Client, the Personal Data necessary to provide the Service set out in the Quotation.
Support for implementing the Solution:
Project management
Hosting, managed services, maintenance
Training on the Saalz Solution
SAALZ may not process the Personal Data for purposes other than those described in the GTS without the Client's prior written authorisation.
The Client will determine, under its own responsibility, the purposes of the processing entrusted to SAALZ as well as the Personal Data processed, the categories of data subjects and the duration of the processing carried out by the Provider on its behalf.
The Client acknowledges that the following steps satisfy SAALZ's obligation of cooperation and assistance to enable the Client to ensure the compliance of the processing with the regulations, in particular as regards:
In its capacity as controller, the Client determines and complies with the technical and organisational measures relating to the security and confidentiality of the Personal Data processed. The Client acknowledges that the security measures communicated to it prior to Subscription satisfy the security and confidentiality obligation necessary for the compliance of the processing with the regulations, and in particular:
SAALZ will promptly investigate any breach of Personal Data in order to remedy such a breach.
SAALZ will promptly inform the Client of the corrective measures and of the measures put in place to remedy it.
The Client accepts that SAALZ may call on further sub-processors acting in its name and on its behalf, in order to assist it in processing the Client's Personal Data.
SAALZ takes all necessary care in choosing the sub-processors entrusted with its Clients' Personal Data and informs the Client of any planned change concerning the addition or replacement of a further sub-processor, by any written means at its convenience.
The Client may object to such an addition or replacement by notifying SAALZ in writing within ten (10) days of receiving the notice of addition or replacement sent by SAALZ. The Client acknowledges and accepts that the absence of objection within that period amounts to acceptance on its part of a new sub-processor. Should the Client object to the appointment of a further sub-processor on legitimate grounds, the Parties agree that either Party may terminate the Subscription.
SAALZ enters into a Contract with any further sub-processor containing the same obligations as those set out in these GTS, in particular by requiring the further sub-processor to process the Client's Personal Data only in accordance with SAALZ's written instructions.
SAALZ remains fully liable to the Client for any processing carried out by the further sub-processor in breach of the obligations of these GTS.
The Client's Personal Data is stored in France on servers dedicated to SAALZ.
Should SAALZ transfer Personal Data to providers established outside the European Union, SAALZ first ensures that the transfers are accompanied by appropriate safeguards, in particular those provided for in Article 46 of the GDPR.
At the Client's choice and within 45 days of the request sent by the Client to SAALZ at the end of the Term, SAALZ will immediately return to the Client all the Personal Data and all copies thereof, or else will securely delete or destroy the Personal Data.
SAALZ undertakes to keep a record of all categories of activities relating to the processing of Personal Data carried out on behalf of the Client, containing:
SAALZ has appointed a DPO who may be contacted at [email protected].
Neither Party will be liable for any failure or delay in performance caused by an event of Force Majeure within the meaning of Article 1218 of the French Civil Code. In addition, the Parties agree that the following constitute events of Force Majeure: fires, epidemics, pandemics and states of health emergency, floods, natural disasters, earthquakes, interruption of Internet connections by the access provider, acts of vandalism and cyber-attacks, strikes and lock-outs.
In that event, the Parties' obligations will be suspended from the notification of that exonerating cause by one Party to the other Party, and until it ceases.
To the extent that such circumstances continue for a period exceeding fifteen (15) days, the Parties agree to enter into discussions with a view to amending the terms of their respective commitments.
If no agreement or alternative is possible, those commitments may then be terminated without damages, on simple written notification by registered letter with acknowledgement of receipt, without compensation or notice.
The GTS constitute the entire agreement between the Client and SAALZ concerning the Subscription to the Services.
No waiver by SAALZ of any of its obligations shall be regarded or construed as a waiver of its benefit.
If one or more provisions of the GTS are declared invalid, the others will retain their full force and effect.
In that case, the Parties must, if possible, replace the annulled provision with a valid provision corresponding to the spirit and purpose of the GTS.
The GTS may not under any circumstances be regarded as establishing between the Parties a de facto partnership or a joint venture, or any other situation entailing any reciprocal representation or joint liability between them towards third parties. The GTS will create no relationship of subordination between the Parties, which retain their full and complete autonomy from one another.
The Client undertakes not to employ or solicit the employment or the services (in any form whatsoever), for itself or for a third party, directly or indirectly, of any SAALZ employee (that is, any person employed by SAALZ on the date the Subscription is concluded, or who enters into an employment contract with SAALZ during the Term), or to induce any SAALZ employee to leave the duties they perform or will perform within SAALZ.
This obligation will end twelve (12) months after the end of the Service, for whatever reason.
In the event of breach of this article, the Client undertakes to pay SAALZ, by way of a penalty clause, a sum equal to twelve (12) months of the monthly salary (net of employer and employee social security contributions) paid by SAALZ to the employee concerned on the date the breach of the obligation is established.
This penalty will be payable for each SAALZ employee employed by the Client or whose services are solicited by the Client in any form whatsoever. In accordance with Article 1228 of the French Civil Code, SAALZ may pursue specific performance of this obligation instead of claiming payment of this penalty clause.
By express agreement, the Parties acknowledge that the following have evidential force:
The GTS are governed by French law.
The effective date of the GTS is 4 November 2021. Should a translated version of the GTS conflict with the French version, the French version shall prevail.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE AS TO THEIR VALIDITY, INTERPRETATION OR PERFORMANCE SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE COURTS HAVING JURISDICTION OVER SAALZ'S REGISTERED OFFICE, INCLUDING IN THE EVENT OF THIRD-PARTY PROCEEDINGS OR MULTIPLE DEFENDANTS.
The Parties agree to implement a paperless and electronic signature process.
The Parties undertake not to contest the admissibility, enforceability or evidential force of the elements of PDF documents sent and validated, or signed electronically, on the basis of their format or their electronic nature.