General terms and conditions of sale

The present General Sales Conditions (“the Conditions”) govern any offer made by KEYNEOSOFT (hereafter referred to as KEY) or any order or contract between KEY and the client concerned (“the Client”) relating to the supply by KEY of integration, consultancy and maintenance services (“the Service”) as well as the sale of licences of the Keybuild New Retail platform and the hosting of this platform.

A contract in force between the parties, or an offer, quotation or order form from KEY accepted by the Client, or an order from the Client accepted by KEY, will hereafter be referred to as “the Contract”. Where the Conditions form part of the Contract, they exclude any stipulations or conditions, of whatever nature, which are not agreed in writing between KEY and the Client. In the event that the Contract contains provisions that are incompatible or contradictory with the Conditions, these provisions will prevail over the Conditions. In the absence of a contract, the Conditions shall prevail.

PREAMBLE

KEYNEOSOFT publishes, markets, integrates and maintains the Keybuild omnichannel platform dedicated to new generation retail for retailers and brands. This platform is composed of an order management system (OMS), an ecommerce and click and collect solution, a payment solution and an appointment scheduling module. The platform is modular, accessible in SAAS mode or exceptionally on-premise.

1- PRICES

The prices indicated in the Contract or order form are established according to all the conditions relating to it. In particular, and without limiting the generality of the foregoing, it is understood that :

– the price of the licences will depend on the number of organisations or users

– the price of the integration and the licences is valid for the module, software or solution subscribed. Any evolution or new module, software or solution desired will give rise to a new quote based on the conditions and pricing in force at the time of subscription.

– the prices of the services, licences and maintenance will be automatically indexed each year on the basis of the Syntec index or equivalent

– all taxes, duties and levies on or outside French territory relating to the Contract, whether applicable at the time of signing the Contract or introduced at a later date, shall be borne and paid by the Client in addition to the Contract price,

– travel expenses are invoiced in addition to the price of the Contract.

2- TERMS OF PAYMENT

Unless otherwise provided for in the Contract, the currency of account, invoicing and payment under the Contract shall be the Euro.

The total price of the Contract shall be invoiced to the Client as follows, unless otherwise provided for in the Contract, the quotation or the order:

For set up or integration services :

– forty percent (40%) of the total price of the Contract, as a deposit, as a condition for the Contract to come into force;

– the balance in accordance with the payment schedule specified in the Contract or in the KEYNEOSOFT commercial proposal or estimate.

For the services of licences in SAAS mode:

In the case of a server licence, at the installation of the server
For licences per organisation (shop, etc.), on opening on the server of each organisation and then on the anniversary date, for one year

For monitoring, support and maintenance services, at the end of the guarantee and in all cases at the start of production, then on the anniversary date.

Unless otherwise stipulated in the Contract, payment of the total price of the Contract will be made by bank transfer to the account whose details will be sent to the Client by KEYNEOSOFT.

The prices indicated in the Contract will be payable in cash on the date of receipt of the invoices and at the latest 10 days after the date of the invoice.

3- CONFORMITY OF THE SERVICE AND ACCEPTANCE BY THE CLIENT

The Service shall be inspected and submitted to KEY’s standard tests.

In the event that the Service must be accepted, this must be characterized by an acceptance report drawn up by both parties. In case of absence of the Client at the acceptance operations or in case of absence of signature of the acceptance report by the Client without justification within 5 working days from the end of the acceptance operations, KEY will be entitled to sign the report alone which will then have the same value as if it had been signed by both parties.

All complaints about the conformity of the Service to the contractual specifications must be formulated by the Client at the time of acceptance of the Service.

In case of reservations made at the time of acceptance, KEY will take the necessary actions to remove said reservations as soon as possible and will advise the Client of the completion of the Services. If the Client does not respond within 10 working days after the Service Provider has given notice of the execution of the Services, this will be considered as a decision to lift the reservations and acceptance.

4- TRANSFER OF RISK AND OWNERSHIP

In the case of specific services (excluding licenses, bricks or components belonging to KEY), and if the client has made a written request prior to the signature of the contract, the transfer of ownership of these specific services will be effective on the day of the final acceptance of the Services, subject to the full payment of the price under the conditions defined above.

In case of non-payment of an invoice that has fallen due, after formal notice has remained without effect within 48 hours, KEY reserves the right to suspend the execution of the Service.

The transfer of risks on the object of the Service will take place at the final reception of the Service. However, in the event that the Contract provides for provisional or intermediate acceptance, the transfer of risks corresponding to the part of the Service that is subject to such provisional or intermediate acceptance will take place on the day of the said provisional or intermediate acceptance.

5- EXECUTION OF SERVICES ON SITE

If the Contract provides for the execution of the Service by KEY on the Client’s site, the latter must, at his own expense, prepare the site in due time in accordance with the technical requirements of the Contract; and make available to KEY on site all the necessary means (manpower, tools, offices, etc.) necessary for the execution of the Service.

6- RESPONSIBILITY

KEY will be liable to the Client for damages that result directly from the execution, poor execution or non-execution of its obligations, it being understood that in any case, the cumulative total of damages that may be due by KEY within the framework of the Contract will not exceed the total amount, excluding taxes, of the Contract, actually paid by the client on the day of the claim. KEY can in no case be held responsible for indirect damages such as loss of income or productivity, loss of profit, damage to the brand image, erroneous data or content, loss of data, even if KEY has been advised of the possibility of such damages.

7- EXONERATING CAUSE

KEY will not be liable to the Client if it cannot execute its obligations in accordance with the Contract due to the occurrence of an event beyond its reasonable control, due to a delay in the Client’s obligations (deliverables, inputs, validation deadlines,…) or due to acts or omissions imputable to the Client. In this case, the schedule shall automatically be extended by the number of days required to overcome the exonerating cause. The performance of the Contract shall be resumed as soon as possible after the cessation of the exonerating cause. If the effects of the exonerating cause last more than three (3) months, KEY shall have the right to terminate the Contract.

8 – intellectual property rights

Notwithstanding the acquisition by the Client of the physical property of the specific services (art. 4 above), all the industrial and/or intellectual property rights relative to the licenses, bricks and components published by KEY and the associated integration services will be, subject to the rights of third parties, the exclusive property of KEY. Thus, it is expressly understood that KEY remains the full owner of the licenses, bricks, components and associated integration services, of the know-how and methodologies implemented for the realization of the services, which it reserves the right to reuse, including for the benefit of other clients, while respecting its obligation of confidentiality.

9- ENTRY INTO FORCE OF THE CONTRACT

The date of entry into force of the Contract shall be the date of signature of the order form, or the date of the agreement or, failing that, the date of commencement of the services or the opening of the client’s instance on the server.

10- TERMINATION

A party may terminate the Contract, ipso jure and without further formality, by written notice to the other party with immediate effect, if the other party is in serious breach of its obligations under the Contract and fails to remedy such breach within sixty (60) days after an initial notice of default made in writing by the complaining party. Termination of the Contract, for whatever reason, shall be without prejudice to any claims that either Party may have against the other Party in respect of the Contract and/or its termination. In the event of cancellation or termination of the Contract by the Client, any services started shall be due in full.

11- CONFIDENTIALITY

Each Party undertakes not to disclose to third parties, in any way whatsoever, all or part of the documents, data and information of the other Party to which it may have had access in connection with the Contract. This obligation of confidentiality shall remain valid for five (5) years beyond the date of the end of the Contract or the date of its termination.

12- COMMUNICATION

Throughout the duration of the contract, the client authorises KEY to refer to its commercial relationship with him, as well as to be able to communicate on the nature of the services, and this on all its sites or physical or digital communication media.

13- NON-SOLICITATION OF PERSONNEL

The Client undertakes, during the period of validity of the Contract, not to directly or indirectly employ or offer to employ, in any way whatsoever and for any reason whatsoever, one or more members of KEY’s personnel involved in the execution of the Contract. In case of non-respect of this clause, the Client will pay KEY a fixed compensation equal to twelve (12) times the last month’s gross salary of the concerned staff member(s).

14- SUBCONTRACTING

KEY reserves the right to subcontract all or part of the services, and in particular the hosting services of its platform. In this case, KEY will remain the guarantor of the good execution of the services towards the client.

15- APPLICABLE LAW AND SETTLEMENT OF DISPUTES

The Contract will be governed by French law. Disputes, controversies or claims arising from or in relation to the present contract will be submitted to mediation in accordance with the mediation rules of the CMAP to which the Parties declare to adhere and in the event of failure of this mediation within a period which cannot exceed two months (unless extended by mutual agreement by the Parties) from the occurrence of the dispute, controversy or claim, will be brought before the Commercial Court of Lille.