1.   Presentation of parts and definitions

 

• The customer (hereinafter “the client”): any professional, signatory of these general conditions of license for use of the Software.

• The contract (hereinafter “the contract”): the order form, the special conditions and these general conditions of license for use of the Software duly accepted by the customer. The client must have the power, authority and capacity necessary for the conclusion and performance of the Contract.

• Data (hereinafter “the data”): information relating to CRMs.

• The software (hereinafter “the software”): Software operating in Saas mode and whose description appears on this page: https://infinite-reco.com/product.

• Associated services (hereinafter “Associated services”): services provided by NP&CO as described on this web page https://infinite-reco.com/pricing.

• The NP&CO company (hereinafter “NP&CO”) is a service provider company specializing in the business sector of IT systems and software consulting in SaaS mode.

 

2.    Validity and acceptance

 

The customer must read the General Conditions of Use License, the special conditions and the order form and accept them before using the Software and the associated Services in “SaaS” mode. These documents are indivisible and their acceptance is valid for the whole, expressed only once.

Under no circumstances may the customer unilaterally waive the application of one or more of their clauses. They apply totally and exclusively, with the exception of the mandatory provisions of the law in force.

These General Conditions of Software Use License as well as any special conditions apply without restriction or reservation to the customer regardless of the clauses that may appear on the customer’s documents, and in particular its general conditions of purchase. No special conditions other than those of NP&CO can, unless formally accepted in writing by the latter, prevail over these general conditions.

Any contrary clause invoked by the customer will therefore, in the absence of express acceptance, be unenforceable against NP&CO, regardless of when it may have been brought to the attention of the latter.

 

 

3.    Object

 

The purpose of these general terms and conditions is to determine the terms and conditions under which NP&CO grants the customer a license to use the Software and performs, where applicable, the associated Services.

 

4.    Prerequisites

 

The customer is solely responsible for the choice of the Software. It is imperative that the customer is aware, prior to the signature hereof, of the characteristics of the Software as mentioned on the order form. The customer acknowledges that the Software is adapted to his needs and that it is compatible with his hardware. He also acknowledges having received from NP&CO all the information and advice necessary for taking out the contract.

The customer is also informed that the prerequisites may change, in particular for technical reasons. Thus, if a change were to occur during the term of execution hereof, the customer would be informed within a reasonable time.

 

5.    Order

5.1.         Placing and validity period of an order

The license to use the Software is perfect and final only once the customer has successfully made the payment, and has accepted the special conditions and the general conditions of license of use.

NP&CO, once in possession of these elements, sends the customer an email containing his identifier allowing him to create his personal space and therefore to have access to the Software.

 

5.2.         Modifying and canceling an order

The customer can modify his plan via his Customer space at any time.

Furthermore, once the order has become final, the customer is no longer able to cancel it.

 

6.    Software License Terms

NP&CO hereby grants the customer a non-exclusive, non-transferable and personal license to use the Software for the period defined below.

The customer is reminded that he is formally prohibited, directly and/or indirectly, in particular, from:

• permanently or temporarily reproduce the Software made available, in whole or in part, by any means and in any form, including when loading, displaying, executing or storing the Software,
• translate, adapt, arrange or modify the Software, export it, merge it with other Software, applications and/or services,
• to make any copy of all or part of the Software,
• to modify, in particular by decompiling, altering, adapting, in particular by translating, arranging and more generally modifying all or part of the Software.

This license does not grant the customer any intellectual property rights over the Software or any other element belonging to NP&CO, which remain the full and exclusive property of NP&CO. Furthermore, the provision of the Software cannot be considered as an assignment within the meaning of the Intellectual Property Code of any intellectual property right for the benefit of the CLIENT.

Given the very nature of the Internet and its operation, data circulating on heterogeneous networks with various technical capacities and responsibilities, the technical liability of NP&CO is limited to its network.

NP&CO will endeavor to ensure the availability of access to the Software and the associated Services 24 hours a day, 7 days a week, subject to any planned maintenance requiring a temporary technical interruption. Access to the Software and associated Services is considered unavailable when one or more network elements essential to the operation of the client’s server suffer a breakdown, the origin of which is not planned maintenance, causing total unavailability of the server.

The guaranteed availability rate of the Internet connection service is 99%.

NP&CO may, in particular, at any time, without liability being incurred:

• suspend, interrupt or limit access to all or part of the Software,
• delete any information that could disrupt its operation or contravene national or international laws,
• suspend or limit access to the Software in order to carry out updates.

 

7.    Associated services

• Software Update: NP&CO reserves the right to update the Software. It should be noted that this is not an obligation of result or an obligation of means but only a simple option that NP&CO reserves the right to exercise or not.

 

8.    Responsibility of the parties

 

8.1.         Responsibility of NP&CO

NP&CO cannot be held liable for direct and/or indirect damage suffered by the customer under these conditions, in particular in the event of:

• fault, negligence, omission or failure of the client, non-compliance with the advice given,
• deterioration of the Software,
• misuse of the Software by the customer,
• partial or total destruction of the information and/or Data transmitted or stored following errors directly or indirectly attributable to the client,
• fault, negligence or omission of a third party over which NP&CO has no power of supervisory control,
• force majeure, event or incident beyond the control of NP&CO,
• modification of all or part of the Software or information accessible via the Software not carried out by NP&CO,
• use of all or part of the Software when NP&CO, following a difficulty or for any other reason whatsoever, had recommended suspending its use,
• loss of customer data following an intervention by NP&CO or a third-party service provider designated by the customer or by NP&CO,
• of use in connection with the Software of programs not supplied or endorsed by NP&CO and likely to affect the Software and/or the Customer’s Data,
• problems with the customer’s equipment,
• technical hazards,
• disturbances on the Internet network,
• interruptions in the supply of electricity or transmission lines due to public or private operators;
• use in an environment or according to a configuration that does not comply with NP&CO’s technical prerequisites,
• abnormal or fraudulent use by the customer or third parties requiring the service to be stopped for security reasons;
• the nature and content of the information and Data created and/or communicated by the client; more generally, NP&CO cannot under any circumstances be held liable for Data, information, results or analyzes from a third party, transmitted or received through the use of the Software;

Furthermore, NP&CO cannot be held responsible for the content of the information, sound, text, images, form elements, Data transmitted by the customer, for any reason whatsoever.

NP&CO cannot be held responsible for the total or partial non-compliance with an obligation and/or failure of Internet operators and in particular of its access provider(s). As such, NP&CO informs the customer that its services are dependent on other technical operators and that it cannot be held liable for their failure (example ISP).

The customer expressly acknowledges that the Software makes it possible to optimize the qualification of the companies of its Crm and that a margin of error is possible taking into account the limits inherent in the technology available on the date hereof as well as the technical limitations of the Software.

Under no circumstances can NO&CO be held liable for consequential damages, such as commercial damage, loss of Data, loss of orders, damage to brand image, any commercial disturbance, loss of profits, gains and/or profits. , loss of opportunity, loss of Customers (for example, inappropriate disclosure of confidential information concerning them following a defect or hacking of the system), for which the Customer will be his own insurer or may take out the appropriate insurance, the consequences of complaints and/or claims and/or legal proceedings by third parties against the customer.

Any action directed against the customer by a third party constitutes indirect damage and therefore does not give rise to the right to compensation.

In any case, the amount of damages that could be charged to NP&CO for any combined and cumulative damage, if its liability were engaged, may not exceed a sum corresponding to the last monthly payment excluding tax paid by the customer to NP&CO.

The customer thus acknowledges that NP&CO’s obligation hereunder is a simple obligation of means. 

 

8.2.         CUSTOMER liability

• The client is responsible for the information he owns and exchanges.

In any case, the customer is responsible for morality, compliance with laws and regulations, particularly with regard to the protection of minors and respect for the person, with regard to intellectual property as well as all the Data communicated.

In addition, the customer declares that he is the holder of all the intellectual property rights on all the pages that he maintains. Thus, the customer declares to have obtained all the necessary authorizations in terms of access rights and sharing of his Data.

The client acts as an independent entity and therefore assumes the sole risk and peril of its activity. The customer is solely responsible for the content that can be modified and personalized from its interface, the content of the data transmitted, disseminated and/or collected, their use and updating, as well as all files. Consequently, NP&CO cannot be held responsible for the content of the data transmitted, disseminated or collected, their use and their updating, for any reason whatsoever.

The customer therefore declares to fully accept all the legal obligations arising from the use of the Software and the associated Services of NP&CO, as well as the content of the data transmitted, disseminated and/or collected, their use and their updating, as well as of all files, NP&CO cannot be investigated or worried in this respect for any reason whatsoever, in particular in the event of violation of laws or regulations applicable to the CLIENT’s services.

The customer guarantees that NP&CO will not be harmed from any third-party claim related to the content of the Data transmitted, disseminated, reproduced, in particular those resulting from an infringement of personality rights, a property right related to a patent, a trademark, to designs and models, to copyright or those resulting from an act of unfair or parasitic competition or from an attack on public order, on the ethical rules governing the Internet, on good morals, on respect for life privacy (image rights, secrecy of correspondence, etc.) or the provisions of the Penal Code. As such, the client will indemnify NP&CO for all costs, charges and expenses that it would have to bear as a result, including the fees and costs of NP&CO’s advisers.

The customer undertakes to pay directly to the author of the complaint any sum that the latter may require from NP&CO. In addition, the customer undertakes to intervene at the request of NP&CO in any proceedings brought against the latter as well as to indemnify NP&CO against all judgments which may be pronounced against it on this occasion. Consequently, the customer undertakes to take responsibility for any complaint and/or procedure whatever the form, object or nature which may be brought against NP&CO and which would relate to the obligations for which the customer is responsible. under this contract.

The customer, solely responsible for the content of the data transmitted, disseminated and/or collected, for their use and updating, as well as for all files, undertakes to ensure, at its own expense, the defense of NP&CO in the event that this latter would be the subject of an action for claim, relating to the data, information, messages etc., which it disseminates, and to bear the indemnity due in compensation for any damage suffered.

• The customer undertakes to provide NP&CO with all the information required to ensure performance of the Contract.

• The client undertakes to collaborate with NP&CO by providing it with any document or information that may be requested by NP&CO.

• The customer undertakes to preserve the confidentiality of all data, information and documents that he may hold as a result of the execution of this contract. This confidentiality clause extends to all staff members with whom all necessary measures must be taken to comply with this obligation.

• The customer undertakes to inform NP&CO of any modification concerning his situation (in particular change of address, electronic or other, modification of his equipment, etc.) at the latest in the month of this change, except for the change of e-mail address, the information of which must be transmitted within 48 hours of the use of the new address. Failing this, NP&CO would no longer be able to fulfill its obligations under this contract. 

 

9.    Rates – payment

9.1.         Prices

The prices of the license to use the Software and associated Services provided by NP&CO under the contract are indicated on the order form.

Prices are exclusive of tax.

NP&CO reserves the right to modify its prices at any time, subject to informing the customer by e-mail or by an online warning on the site www.infinite-reco.com one month in advance if the new prices are less favorable to the customer.

Following this information, the customer will be free to terminate the contract, under the conditions specified in article 10. Failing this, the customer will be deemed to have accepted the new rates. The price changes will be applicable to all contracts and in particular to those in progress.

Furthermore, NP&CO reserves the right to pass on, without delay, any new regulatory, administrative or legal tax or any increase in the rate of existing taxes.

9.2.         Payment Terms

The terms of payment are defined in the order form.

 

9.3.         Consequences of late payment

In the event of late payment of sums owed by the customer beyond the fixed deadlines, and after the payment date appearing on the order form and the invoice addressed to it, late payment penalties calculated at the rate of 12% will be acquired automatically and automatically, without any formality or prior notice.

In addition, a fixed compensation for recovery costs, in the amount of 40 euros will be due, automatically and without prior notification by the customer in the event of late payment. NP&CO reserves the right to ask the customer for additional compensation if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents.

In addition, NP&CO will implement the following reminder procedure:

• Sending of a first reminder by email, 15 days after the sending of the last invoice.
• 15 days after the first unsuccessful reminder, a second reminder is sent by email.

If, within 15 days following the second reminder, the customer does not pay all the sums due, NP&CO will suspend access to the Software as well as the execution of the associated Services, without prior notice. This suspension will also result in the suspension of all Contracts and orders in progress.

If, within 15 days following the suspension, the customer has not paid all the sums due, the Contract will be terminated by operation of law for the exclusive fault of the customer.

The termination of the Contract at the fault of the CLIENT will have the following consequences:

• the immediate payment of all sums owed by the CLIENT to NP&CO,
• the termination of all current Contracts and orders,
• payment of a sum of €40 to NP&CO for the damage suffered.

 

9.4.         Discounts – Rebates

No discount will be applied by NP&CO for payment in cash, or within a period less than that appearing in these general conditions of use license, or on the invoice issued by NP&CO.

No rebates, discounts and rebates are practiced by NP&CO except under specific conditions.

 

10. Duration

The contract is concluded for a period of 1 year. At the end of this initial period, the contract is automatically continued for an indefinite period.

Consequently, each of the parties may terminate it at any time, without having to justify its decision.

 

11. Termination

The contract may be terminated automatically and without formalities by one of the parties in compliance with the duration of the commitment.

It is specified that in the event of termination of the contract for any reason whatsoever, the customer cannot claim reimbursement of the sums he has already paid to NP&CO. 

 

12. Intellectual Property – Warranty

This license does not grant the customer any intellectual property rights over the Software, which remains the full and exclusive property of NP&CO.

The customer undertakes to respect the proprietary notices appearing on the Software, media or documentation.

NP&CO guarantees that it has all the intellectual property rights enabling it to enter into this contract.

NP&CO makes no other express or implied warranty with respect to the Software, including, without limitation, any implied warranty of merchantability or fitness of the Software for a particular purpose. NP&CO does not guarantee the results related to the use of the Software and is only bound by an obligation of means.

The customer acknowledges that a Software may contain errors and that not all errors are economically correctable or that it is not always necessary to correct them. NP&CO does not therefore guarantee that all failures or errors in the software will be corrected.

 

13. Confidentiality

NP&CO will implement the means at its disposal to preserve the confidentiality of all information and documents that it may hold as a result of the execution of this Contract. This confidentiality clause extends to all staff members with whom all necessary measures must be taken to comply with this obligation.

NP&CO will implement the means at its disposal to ensure the confidentiality of the information hosted and not to communicate it to any third party, even if this contract comes to an end or is terminated.

 

14. Force majeure 

Customer shall likewise be excused from performance of its obligations to the extent that such party’s obligations relate to performance so prevented, limited or disturbed, provided that the party so affected shall use its best efforts to avoid or remedy such causes of non-performance and that both parties proceed promptly once such causes have ceased or been removed. The party affected by a case of force majeure must keep the other party regularly informed by e-mail of the predictions of deletions or restoration of this case of force majeure. If the effects of a Case of Force Majeure were to last longer than 30 days, the contract may be terminated automatically at the request of either party.

 

 

15. Advertising and promotion

NP&CO may, at events, conferences and specialized publications on professional markets, rely on the services provided to the client as well as on its commercial documents and/or brochures.

 

 

 

 

16. General provisions

16.1.      Divisibility

If any of the stipulations of the contract turns out to be void with regard to a rule of law in force or a court decision that has become final, it would then be deemed unwritten, without however resulting in the nullity of the contract or altering the validity of its other stipulations. In this case, the parties must as far as possible replace the canceled stipulation with a valid stipulation corresponding to the spirit and the object of the contract.

 

16.2.      Waiver

The fact that one or other of the parties does not claim the application of any clause of the contract or acquiesces in its non-performance, whether permanently or temporarily, cannot be interpreted as a waiver by this party. to the rights resulting for it from the said clause.

 

16.3.      Titles

The titles of the articles are for the sole purpose of facilitating references and do not have, by themselves, a contractual value or a particular meaning.

 

 

 

17. Applicable law and attribution of jurisdiction

French law will be the only applicable to this contract, excluding, on the one hand, the rules of conflict provided for by French law, and on the other hand, the provisions of French law which would be contrary to this Contract.

Any dispute between the parties, relating to their contractual relations and in particular to the interpretation, execution and termination of this contract, will be submitted to the Commercial Court of Montpellier even in the event of a warranty claim or multiple defendants.