Terms and conditions

TERMS OF SALES

The company QUOTEX ensures the promotion, distribution, maintenance, telephone assistance, updating and training of the QUICK DEVIS, QDV7 and PROMO + software published by the company IAES (hereinafter referred to as “the(s)) software(s)") as well as VISUAL COMPONENTS 3D simulation software published by VISUAL COMPONENTS

The company QUOTEX and the companies IAES and VISUAL COMPONENTS (referred to as “Publishing Companies” or “Publisher”) are linked by a non-exclusive distribution contract. The QUOTEX company will be referred to as “the integrator”. In addition to the distribution of this software, the company QUOTEX ensures the supply and execution of the following services linked to the software: their configuration according to previously defined needs, the development of specific interfaces between this software and others already installed within an information system, and the provision of access to databases linked to this software (hereinafter referred to as the “additional services”).

ARTICLE I – PURPOSE OF THESE GENERAL CONDITIONS

The purpose of these general conditions is to govern and define the rights and obligations of the parties in all contracts concluded between the company QUOTEX and its customers, relating to sales, maintenance, updating, training and telephone assistance. related to software of which the company is a distributor, as well as additional services.

These conditions exclude the application of any other document emanating from the customer and in particular of its own general conditions of purchase.

They apply from May 7, 2018. They cancel and replace any previous version issued by the company QUOTEX.

ARTICLE II – INTELLECTUAL PROPERTY

The software is and remains the property of the publisher or, where applicable, of the person who has granted it the exploitation rights, and is protected by copyright, all rights reserved. The publisher or integrator does not transfer any ownership rights to the software (including computer programs), including the documentation. It is agreed that the terms buy or sell, when they apply to the software, mean: benefiting from a concession of usage rights or being granted one and do not imply a transfer of ownership.

Unless expressly authorized by the publisher or integrator, the Client undertakes never to modify, translate, adapt, reproduce, separate, disassemble, decompile, reverse engineer or reduce in any way the software, including programs, manual and documentation provided by the integrator under license or otherwise.

The Customer undertakes never to reverse engineer the software and never reproduce it, unless expressly authorized in advance.

The Customer undertakes to respect in all circumstances and without any exception or limitation all of the terms and conditions contained in this contract. The Client undertakes, if it receives express and prior authorization from the publisher or integrator to grant a sublicense, to ensure that the sublicensee will comply in all circumstances and without any exception nor limitation of the same obligation, and that the sublicensee will himself make his possible customers respect it under the same conditions.

ARTICLE III – CONCLUSION OF THE CONTRACT

The contract between the integrator and the customer comes into force from the moment the customer signs the Good for agreement on the attached quote or commercial offer. These general conditions of sale will be attached to the contract, initialed and signed by the customer.

1. The right to use the software is granted for the entire duration of copyright protection.

2. The associated services are concluded for a period of three years and will be renewed by tacit agreement for periods of one year unless written notice is given by one of the parties notified by registered letter with request for acknowledgment of receipt no later than 15 days before the contract expires. ;

3. Any additional services subscribed to by the Customer are governed by these general conditions of sale as well as the elements appearing in the documents signed by the Customer.

ARTICLE IV – I – PRICE AND PAYMENT TERMS OF THE SOFTWARE LICENSE

A. Software license

The fixed remuneration corresponding to the software use licenses are specified in the attached quote or commercial offer.

They are expressed excluding taxes and in Euros.

The prices in effect at the time of signing the contract are those appearing in the attached quote or commercial offer. They will only be subject to updating on each anniversary date of the contract.

The price fixed in the contract is payable in cash upon receipt of the invoice, unless another deadline mentioned on the invoice.

Any late payment not regularized within 15 days from receipt by the Client of a formal notice from the integrator by registered letter with acknowledgment of receipt, will automatically result in (i) application to the remaining sums due and until their full payment, a late payment interest rate equal to the ECB rate on refinancing operations increased by 5 percentage points. In this case, the rate applicable during the first half of the year concerned is the rate in force on January 1 of the year in question, and for the second half, the rate in force on July 1 of the year concerned; (ii) payment of the amount of a lump sum compensation for recovery costs of €40 if the recovery costs are less than this sum, and beyond this sum, of an amount equal to the sums actually incurred to obtain the settlement of the debt due.

If, more than one month after the formal notice sent to him by the integrator, the Customer has not made payment, the integrator will be entitled to terminate the said order by registered letter with acknowledgment of receipt.

B.Maintenance

In return for the software maintenance service as contractually referred to in Article V, the Customer undertakes to pay the Distributor a maintenance fee defined in the attached offer or quote.

This fee will be based on software installed on January 1 of the year in question.

Updating the amount of maintenance fees

The amount of the software maintenance fee may be revised annually by the integrator, on the anniversary date of effective date, by application of the following formula:

In which :

P = Po (0.3 + 0.7 S )
So

– P represents the fee after revision,
– Po represents the base fee or the previous fee,
– S represents the most recent SYNTEC index published on the revision date,
– So represents the previous SYNTEC index.

The date of the original index is that of the date of signature of the Good for agreement.

The price revision may in no case result in an amount greater than the product of the previous amount multiplied by the inflation rate published by INSEE during the past period.

In the event of disappearance of the index, express authority is assigned to the President of the Paris Commercial Court to define an index which will be integrated into the revision formula.

This index must be chosen in such a way that it is as close as possible to the missing index and that it respects the spirit that the parties intended to define for this revision clause.

In the event of non-payment of maintenance-related fees, the integrator may block updates to the application or the application itself on the customer's workstations.

Invoices will be issued by the integrator on the anniversary date of the maintenance contract, which expires.

The fee for the maintenance/hotline of software distributed by QUOTEX is renewed by tacit agreement on the anniversary date of the contract. However, if the Customer does not wish to renew this fee, he must inform QUOTEX by email at least one month before the renewal date.

ARTICLE IV – RESERVATION OF OWNERSHIP CLAUSE

The integrator will remain the owner of any physical media of the software (including floppy disks, keys and documentation) sold as long as the Customer has not paid the full price.

ARTICLE V – SERVICES RELATING TO THE DISTRIBUTION OF THE SOFTWARE

A. Delivery and Updates

Delivery of the software is made via a download link communicated to the customer or via an action by the latter on the websites of QUOTEX or the PUBLISHING COMPANY.

The integrator must provide the codes or protection keys to its customers within a maximum of 72 working hours following their request.

Software updates are put online by the publisher. The Client manages its distribution to its users.

B. Installation

The installation of the software is always the responsibility of the customer, regardless of the deployment mode, single-station, floating, Tse.

C. Telephone assistance (hotline)

From the start of maintenance, telephone support is integrated into the maintenance service.

In the context of telephone assistance, the costs of using the telephone network are borne by the Customer who initiates the calls. The numbers offered by the integrator are not surcharged and are located in mainland France.

The 'Hot line' service will be provided by the integrator and accessible every working day, i.e. Monday to Friday from 9:00 a.m. to 12:00 p.m. – 1:30 p.m. – 5:00 p.m. Monday to Friday except public holidays during the year. The objective of this “Hotline” service is to resolve problems related to the installation of the software and its availability to users. In certain cases, the integrator can only observe and advise on the actions that IT governance must take to resolve access problems. Any operating bugs in the software will be reported, if necessary, to the publisher who will initiate corrective actions which will feed into software updates.

The hotline is not an online training service and requests relating to the use of the software will be covered at the discretion of the integrator.

This service may possibly be subcontracted by the integrator to a service provider of its choice.

In the event of anomalies or operating difficulties, the Customer will collect all the elements allowing the diagnosis (printed reports, description of the operating context, etc.).

Having regard to the information provided by the Client, the integrator will endeavor in a first step to resolve, as quickly as possible, the difficulty raised by the Client by providing the solutions by the quickest means (telephone, email, etc.). to be implemented and the procedure to follow.

This first step is a prerequisite for any other intervention on the part of the integrator/editor.

The integrator/publisher undertakes to start the first stage of its intervention no later than the day following the Client's request.

In terms of correcting anomalies and/or operating difficulties, the integrator undertakes to implement the following means depending on the severity observed:

A – anomalies or operating difficulties that are not major and do not jeopardize operations: implementation of the correction or a temporary solution within 48 hours,

B – anomalies or difficulties having a significant nature for the operation of the software, i.e. making the results obtained unusable: implementation by the integrator, within a maximum of 24 hours, of mobilization of the integrator's support and maintenance team to resolve the issue.

Any intervention by the integrator at the Customer's request, if the origin of the anomaly did not come from one of the elements of the software delivered by the integrator, may give rise to invoicing by the latter on the basis of time spent and at the price defined in the commercial offer or the attached quote.

– Definition of anomalies and operating difficulties

There is an anomaly or operating difficulty when a user cannot perform an operation described in the software user manual.

– Exclusion of software maintenance service

The integrator will not be able to ensure software maintenance in the following cases
– modification of the software(s) by the Customer or on his initiative, without written authorization from the integrator,
– failure of the hardware or complementary basic software not carried out by
the integrator
the integrator, – change of all or part of the hardware or operating software therefore making them not compatible with the software provided, unless prior approval by the integrator.

Maintenance and assistance relate exclusively to software licensed by QUOTEX and not to basic complementary hardware and software.

D. Training

If you subscribe to this service, the integrator will provide training activities for the benefit of the client and its staff according to the rates provided and agreed with the client.

ARTICLE VI – WARRANTY RELATING TO THE SOFTWARE

The company QUOTEX, as integrator of the software for which the rights of use are granted, will not be responsible for defects inherent to the software. Only the warranty granted by the publisher of said software will be applicable.

However, the publisher declines all responsibility for the consequences of direct or indirect damage linked to a possible malfunction of the product. What

regardless of the damage observed, the Publisher only undertakes to provide a corrected program to prevent the malfunction from recurring.

QUOTEX cannot guarantee the performance or results that the customer may obtain using the software. The integrator does not guarantee the operation of the software due to installation by the customer, the existence of possible viruses affecting the software after its delivery or the possible failure in the handling or use of the software by the customer.

The publisher guarantees that the products produced and distributed by QUOTEX will work on computers equipped with a Microsoft Windows operating system.

In the event of cessation of activity by the QUOTEX company for any reason whatsoever, the contract concluded with the customer will be taken over by the publisher (publishing company) or by another distributor who will guarantee the maintenance of services and prices at the same time. with regard to the customer.

ARTICLE VII – ADDITIONAL SERVICES

1) Software configuration

In the event of an order to this effect by the customer, the integrator can ensure the configuration of the software for which the customer subscribes a license.

The configuration consists of the integrator developing a quote model, customer reports and databases according to the needs expressed by the customer.

The content of the configuration, its price and its payment terms are those defined in the documents signed by the customer in order to formalize their order.

The integrator provides such a configuration service within the strict limits of the elements defined within these documents. Any other element or any additional request from the customer will result in a new order and a specific price.

Carrying out such a service involves the communication of a set of documents and information. In the absence of communication of the necessary elements, the integrator will be unable to ensure the execution of this service which will be automatically suspended until their effective communication by the customer.

In all cases, subscribing to such a configuration service, on the one hand, (i) cannot allow the customer to claim the development of software taken as such specific to the customer's needs, (ii) relate to the installation of the software which in all cases remains and remains the responsibility of the customer in accordance with the provisions of article V above of these general conditions.

2) The development of specific interfaces

The order for such a development is subject to the formalization of a quote, specifications or any other document defining the extent of the interfaces to be produced, their price, and the terms of payment for the latter.

The integrator ensures its execution within the strict limits of the elements defined within these documents. Any other request from the customer will result in a new order and a specific price.

The integrator ensures the development and delivery of interfaces ordered by the customer according to the following methods:

 the design of the interfaces concerned;
 the delivery of interfaces designed by the integrator or client which opens a first acceptance phase lasting 10_ days.
At the end of this period, an acceptance report will be signed by the client and the integrator in which any reservations from the client will be recorded;  in the event of reservations being issued, the integrator makes the necessary corrections. Once completed, a second recipe phase lasting 5 days will be initiated. At the end of this period, an acceptance report will be signed by the client and the integrator.

Unless otherwise agreed with the Customer in his order by which he transfers them, the integrator retains full and complete ownership of the rights to the developments carried out by him.

In this case, the integrator grants the client a personal, non-assignable, non-transferable, non-exclusive right of use, relating to the specific interfaces developed by him, for the sole needs of his activity, and within the framework of the use of the software in order to ensure the connection of the latter with the relevant software(s) of the client towards which these interfaces have been developed.

In the event of transfer, the integrator transfers to the customer, without any other guarantee than their material existence, full and complete ownership of the specific interfaces developed.
In all cases, the specific interfaces which will be developed by the integrator in application of the customer's order to ensure the connection of the software with one or more software concerned of the latter are on the basis of the current version of this or this software on the day these interfaces are created by the integrator.

Also, the integrator cannot guarantee and ensure the conformity and updating of the interfaces developed and the software with future developments which may be made to the client's software(s) concerned, in particular by their publishers or any designated third party. by the latter, and which could have an impact on the interoperability between this software.

In the event of changes to the customer's software concerned, the integrator may, at the request of the latter, adapt the interfaces concerned in order to take these developments into account and enable the interoperability concerned. In this case, such

The service will be separate and will be the subject of a new order between the integrator and the customer.

3) Granting a right of access to a database linked to the software

The subscription of such a service by the customer is subject to a mention to this effect on all documents signed between the parties.

If the customer subscribes to such a service, the integrator provides him with identifiers which allow him to connect and access the database concerned.

The customer is fully and exclusively responsible for these identifiers, which are personal to him. It is his responsibility to keep them confidential and not to communicate them to third parties. He will alone bear the consequences which could result from their use by third parties who have knowledge of them.

Unless otherwise agreed with the client, the right of access granted to the client to the database is concluded for an indefinite period.

Each party has the right to terminate its termination at its discretion by sending a registered letter with acknowledgment of receipt to this effect to the other Party with sufficient notice.

The right of access to the database is granted in return for payment by the customer of the annual subscription defined and mentioned in the documents formalized when subscribing to this service by the customer.

Any annuity not paid on the due date will result automatically and without formalities in accordance with article L.441-6 of the Commercial Code, (i) the application of the amounts remaining due and until their full payment, a late payment interest rate equal to the ECB rate on refinancing operations increased by 5 percentage points. In this case, the rate applicable during the first half of the year concerned is the rate in force on January 1 of the year in question, and for the second half, the rate in force on July 1 of the year concerned; (ii) payment of the amount of a lump sum compensation for recovery costs of €40 if the recovery costs are less than this sum, and beyond this sum, of an amount equal to the sums actually incurred to obtain the settlement of the debt due.

Furthermore, in the event that a sum due is not paid within fifteen days of the formal notice sent to the Client by the integrator by registered letter with acknowledgment of receipt, the latter would be entitled to suspend the right at its discretion. of access of the client to the database until payment of the sums due and/or terminate the right of access in accordance with the provisions of article XI below.

As part of the right of access granted to him in, the customer has a personal, non-transferable, non-transferable right of use and access to the database

of data, and the elements which compose it, for the sole purposes of its activity and within the sole framework of the use of the software.

The database is and remains the property of its publisher or, where applicable, of the person who granted the exploitation rights, and is protected by copyright, all rights reserved. The publisher or integrator does not transfer any property rights to this database, including the elements it integrates.

Unless expressly authorized by the publisher or integrator, the customer undertakes never to modify, translate, adapt, reproduce, separate, disassemble, decompile, reverse engineer or reduce in any way whatsoever the basis of data, including the elements that compose it.

The company QUOTEX acts solely as a distributor of a right of access to the database whose content, operation and terms have been ensured by its publisher. The QUOTEX company will not be responsible for any defects inherent to the latter. Only the guarantee granted by the publisher of the said database will be applicable.

Article VIII – RESPONSIBILITY

Only the software(s), elements and services expressly ordered by the Customer, in particular those appearing in the quotes, will be provided and executed by the integrator according to the agreed terms.

Generally speaking, and unless otherwise provided by law, the integrator is only bound by an obligation of means. The integrator can only be investigated in the event of a fault attributable to him and proven. In the absence of this proof, the integrator declines all responsibility for the direct and indirect consequences of its sales and services.

In the event that the integrator's liability is engaged, and unless there is a specific stipulation or mandatory legal provision, the integrator will only be responsible for material, foreseeable and direct damage suffered by the customer, provided that the customer provides proof that the integrator's failure or fault is the cause of this damage. In particular, indirect damage is considered to be loss of production, loss of profits, loss of customers and loss of opportunity.

In any event, the integrator cannot be held responsible for:

– for compensation for indirect damage, operating loss(s), productivity, profits, brand image, contract(s), investment(s), time, even if the integrator has been advised of the possibility of such losses;
– in the event of force majeure: any event beyond the control of the parties which they could not reasonably have foreseen and which makes the performance of obligations impossible are considered to be cases of force majeure. This will be the case in particular, without this list being exhaustive, of disruptions of

means of transport or communication routes, acts of government, modifications to the regulations applicable to these general conditions, events likely to hinder the smooth running of the integrator, such as strikes, lock-outs, total unemployment or partial, accident, fire, flood, interruption or delay in transport.

ARTICLE IX – CONFIDENTIALITY

Information concerning the Client or relating to its activity of which QUOTEX becomes aware during its mission will be strictly confidential and cannot be disclosed or communicated to third parties without the prior written authorization of the Client.

The integrator reserves the right to include the Client's name on a list of references, after prior written consent from the latter. In no case should this reference call into question the confidentiality commitment defined in the previous paragraph.

[Fidal comments: According to our analysis, these provisions which provide for recourse to an arbitrator in the event of a dispute seem to us to need to be deleted. Indeed, the arbitration procedure is specific and can be relatively expensive. We will let you validate this element].

ARTICLE IX – ATTRIBUTION OF JURISDICTION

These general conditions are subject to French domestic law, excluding any international convention.

In the event of a dispute relating to these General Conditions, as well as the commitments that they govern, the Parties will try as far as possible to resolve their dispute amicably, within one month of notification. to the other Party by registered letter with acknowledgment of receipt, either directly or by calling upon a mediator designated by mutual agreement.

In the event of failure, the dispute must be brought, even in the event of summary proceedings and notwithstanding plurality of instances or parties, or of a warranty claim, before the competent Courts of Angers (49), location of the head office of the integrator to which the parties attribute jurisdiction, except in the case where another jurisdiction is designated competent by the rules of order.

ARTICLE XI – TERMINATION OF THE CONTRACT

In the event of failure by either Party to fulfill its obligations, the other Party will notify it of the cause of these failures and give it formal notice by registered letter with acknowledgment of receipt to remedy it within 15 days. Mistake

for the defaulting party to have remedied this breach within this period, the Contract may be terminated automatically at the fault of the defaulting Party by registered letter with acknowledgment of receipt, without prejudice to any compensation that may be claimed from it.

ARTICLE XII – DOMICILIATION

The parties elect domicile at their registered office.