General conditions
Last modified: 15/09/2021
INTRODUCTION
The purpose of these Terms and Conditions (hereinafter referred to as the T&Cs) is to govern the terms and conditions and the manner in which anylease (hereinafter referred to as the SERVICE SUPPLIER) provides its services to its clients (hereinafter referred to as the CLIENT). These GTC are applicable to the exclusion of all other general terms and conditions, regardless of the CLIENT's general terms and conditions, unless the SERVICE SUPPLIER has given its prior written consent. Any deviation from the terms of the order can only be considered accepted if it has been agreed in writing by the SERVICE SUPPLIER.
These GTC are accompanied by Special Conditions of Sale or quotation as special conditions located in the appendix defining certain clauses specific to the type and field of activity of the CLIENT.
In any case, the CLIENT certifies on his honour that he has the legal capacity (and/or the necessary authorisations from a legal guardian or a parent company) to enter into the Contract, and that the Contract between the SERVICE SUPPLIER and the CLIENT is therefore binding.
ARTICLE - 1: PROVISIONS
The PROVIDER offers services of :
- Provision of a leasing software solution in SAAS (Software As A Service) mode
- Hosting/Server rental
- Corrective and evolutionary maintenance
- Level 2 support
- Data administration
This list of services offered by the SERVICE SUPPLIER is not exhaustive and may be readjusted, modified or completed according to the CLIENT's needs.
These conditions are freely available on this page.
ARTICLE - 2: ADVERTISING OF THE PROVIDER
The CLIENT authorises the SERVICE SUPPLIER to quote its name and company name as well as its URL as references for the commercial promotion of the SERVICE SUPPLIER. The SERVICE SUPPLIER may also create a link from its site to the CLIENT's site
If the CLIENT does not want this field of the GTC to be applied, it must send a letter or an email to the SERVICE SUPPLIER stating the reasons for its opposition to the advertising right.
ARTICLE - 3: THE CONTRACT
Any request for a quote is carried out free of charge by the SERVICE SUPPLIER, except in special cases mentioned in writing in the form of an email to the CLIENT, in particular when the quote involves research work, or if the SERVICE SUPPLIER is obliged to carry out more than 3 quotes for a single service. To do this, the CLIENT must provide the SERVICE SUPPLIER with a set of specifications for the service it requires, which must be argued in an explicit and detailed manner. These specifications, by mutual agreement between the two parties, will serve as the basis for the quote drawn up by the SERVICE SUPPLIER.
It should be noted that any changes to the specifications at the CLIENT 's initiative will result in a new quotation being drawn up, the amount of which will be readjusted.
The quotation may be delivered either electronically, by post or in person to the CLIENT. Acceptance of the quotation implies that the CLIENT fully understands all the services offered.
The quotation is valid for 1 month from the date of issue. The CLIENT is not committed until it has confirmed that it has accepted the offer. After this period, the SERVICE SUPPLIER is authorised to modify the price and any other type of agreement (discounts, rebates, promotions, etc.) may be declared null and void by the SERVICE SUPPLIER.
When accepting the quote, the CLIENT must return the quote dated and signed, thereby acknowledging that it has read and accepted the present GTCs. This will be indicated on the document by the sentence: "I acknowledge that I have read and accepted the General Terms and Conditions of Sale and the Particular Terms and Conditions of Sale and appendices". The signed quote may be given to the SERVICE SUPPLIER by electronic means, by post or in person. Whichever method the CLIENT chooses, it is the CLIENT's responsibility to keep a copy.
If the customer's request allows the anylease solution to evolve in such a way as to provide a useful improvement for all customers, then the SERVICE SUPPLIER will inform the CLIENT by simple email and the requested evolution will not be subject to any further invoicing.
The SERVICE SUPPLIER reserves the right to refuse an order with a CLIENT for whom there is a dispute concerning the payment of a previous order.
The accepted quote, signed by the CLIENT, is binding on both parties.
Further details will be given on the attached Special Conditions of Sale, unless the quotation is a special condition.
ARTICLE - 4: THE CLIENT'S OBLIGATIONS
The provision of software involves the creation of menus, hyperlinks and user icons, the arrangement of which gives the software a unique appearance that reveals a creative effort reflecting the personality of its designer. This singularity makes it an original creation which doctrine and jurisprudence qualify as a work of the mind. As such, software is immediately covered by intellectual property. Moreover, since the law of 3 July 1985, which extended the notion of intellectual work to software, software is protected by copyright. The entire legislative framework applicable to software is now integrated into the first part of the Intellectual Property Code, among the provisions relating to literary and artistic property. The SERVICE SUPPLIER has an exploitation right (art.L.122-6 CPI) which allows him to carry out or authorise the reproduction, translation or adaptation (the term adapting is understood as the fact of using a primary work in order to derive a secondary work) and any other modification of the software, as well as the reproduction of the resulting software, and its placing on the market, whether in return for payment or free of charge.
The CLIENT undertakes to ensure that all the elements provided belong to the CLIENT and that it fully owns the right to use and distribute them and remains the owner. The CLIENT is informed that the publications constitute intellectual works protected by copyright (article L 112-2 1st and 2nd of the CPI) and consequently undertakes to indicate the identity and address of the owner or author of the texts and/or images used and to make all necessary requests, in accordance with current French law.
The CLIENT acknowledges that it has received from the SERVICE SUPPLIER all the information and advice it needs to sign the contract. Thus, the choices made by the CLIENT at the time of its order or subsequently remain under its sole responsibility. Furthermore, the CLIENT acknowledges that it has checked that the service to which it has subscribed corresponds to its needs and that it has been informed of all the information necessary to accept this commitment.
The CLIENT undertakes to provide accurate information and contact details when creating its customer account or during each modification, for which the SERVICE SUPPLIER may request supporting documents.
The CLIENT is responsible for the security and use of its web applications and all technical accesses (such as api / terminal / web interfaces / databases). If the CLIENT becomes aware of abnormal use or a security problem with one of the technical accesses or applications, it must immediately notify the SERVICE SUPPLIER.
The CLIENT undertakes to protect the confidentiality of the passwords linked to the Service and to its Account. If the CLIENT becomes aware of any unauthorised use of its password or Account, it must immediately inform the SERVICE SUPPLIER (French law on information technology and freedom, article 121)
The SERVICE SUPPLIER declines all legal and moral responsibility if the CLIENT has misled the SERVICE SUPPLIER as to the future content of the service that is contrary to good morals or has illegal content, whether during the mission or afterwards. If a CLIENT orders such a service without the knowledge of the SERVICE SUPPLIER, the SERVICE SUPPLIER reserves the right to disclose any information to the police and the courts. The CLIENT will be liable for the immediate payment of a contractual penalty of EUR 3800 (three thousand eight hundred) for each violation observed, this payment not being exclusive of a legal claim for damages. It is specified that the CLIENT will have to pay the penalty as many times as the number of violations that may have occurred. The CLIENT will be obliged to remove without delay any reference to the SERVICE SUPPLIER on its website. In these circumstances, the SERVICE SUPPLIER may exercise its right of withdrawal and repentance. It will thus be able to put an end to the exploitation and distribution of its service, without any further justification and without any compensatory indemnity.
The CLIENT undertakes to provide the SERVICE SUPPLIER with all the information required to perform the services provided for in this contract. The CLIENT undertakes to provide all the elements necessary for the performance of the service and to collaborate with the SERVICE SUPPLIER by making available any documents or information required by the SERVICE SUPPLIER. These elements necessary for the performance of the service must be provided within a maximum period of one month from the date of signing the quote. Beyond this period, the final invoice will be increased by 5% in penalties as a penalty clause initiated by the failure to comply with its obligations. These penalties will be increased by a further 5% every three months for each delay noted, until all the necessary elements have been obtained. The SERVICE SUPPLIER cannot be held responsible for failure to comply with the deadline set out in the attached Special Terms and Conditions of Sale in the event of late submission by the CLIENT of the elements required to complete the contract.
The CLIENT acknowledges that nothing in the terms and conditions set out in ARTICLE - 5: THE PROVIDER'S OBLIGATIONS AND LIABILITIES shall relieve the CLIENT of its obligation to pay all amounts due to the PROVIDER in respect of the services performed.
The CLIENT refuses to hire or have employed, directly or through an intermediary, any of the SERVICE SUPPLIER 's salaried employees, whatever their specialisation, assigned to the execution of services carried out on behalf of the CLIENT and this for a period of 12 months. The CLIENT who does not respect this obligation will be required to pay immediately a penalty clause equal to one year's gross salary of the person who has been poached. This penalty clause is applicable to each poaching observed.
ARTICLE - 5: OBLIGATIONS AND RESPONSIBILITIES OF THE PROVIDER
The SERVICE SUPPLIER undertakes to do everything necessary to ensure that the CLIENT can use its service in optimum conditions, except in the case where a temporary or definitive interruption of the service is expressly requested by an administrative authority or a competent court.
The SERVICE SUPPLIER is exempt from the performance of its obligations in the event of unexpected events (fire, collapse, explosion, power failure, etc.), natural disasters (flood, earthquake, etc.) or any other circumstance beyond its control (ARTICLE - 11: FORCE MAJEURE AND INCAPACITY TO WORK).
The SERVICE SUPPLIER cannot be held responsible for the risks that the CLIENT may face in the event of possible misappropriation of passwords, disclosure or fraudulent use of confidential codes or any other information considered sensitive for the CLIENT.
The provision of passwords or access codes are given confidentially to the CLIENT. In this respect, any suspicion of disclosure of the passwords provided shall engage the CLIENT's responsibility (ARTICLE - 4: THE CLIENT'S OBLIGATIONS).
The SERVICE SUPPLIER shall not be liable in the following cases:
- deterioration of the application,
- misuse of the terminals by the CUSTOMER or its Customers (fault, negligence, omission, failure on its part or non-compliance with the advice given)
- disclosure or unlawful use of the password,
- fault, negligence or omission of a third party over whom the PROVIDER has no power of control or supervision
- a request for temporary or definitive interruption of the Service required by a competent administrative or judicial authority, or notification from a third party.
- partial or total destruction of transmitted or stored information as a result of errors attributable directly or indirectly to the CLIENT
In the event that a failure of the Service results from a fault established against the SERVICE SUPPLIER (e.g. hacking of its platform, etc.), the compensation due to the CLIENT will correspond to the direct, personal and certain damage linked to the failure in question, thus excluding any indirect damage such as loss of orders, commercial loss, loss of profits, loss of customers, commercial disturbance or damage to the brand image, etc.
As a result, the amount of damages that could be awarded to the SERVICE SUPPLIER, if its liability were to be incurred, will be limited to the amount of the sums that the SERVICE SUPPLIER will have received from the CLIENT for the period in question or invoiced to the CLIENT by the SERVICE SUPPLIER or to the amount of the sums corresponding to the price of the service for the part of the service for which the SERVICE SUPPLIER has been held liable. The lower of these amounts will be taken into consideration.
ARTICLE - 6: COMPLETION OF THE ORDER
These conditions may vary depending on the type of customer, for more information please refer to the Special Conditions of Sale in the appendix.
ARTICLE - 7: SUPPORT/MAINTENANCE
Maintenance will be Level 2, i.e. only to key users duly authorised and identified as such and in no case to day-to-day users.
When opening a support request, it should consist of :
- A clearly identified object
- A body of mail as explicit as possible
- Screenshots
- Any other element necessary to understand the problem encountered
The whole should be sent to the following e-mail address
support@anylease.io
The evaluation of the level of criticality will be determined by the SERVICE SUPPLIER in the following way:
- Critical: service interrupted for all users
- Urgent: service interrupted for a set of users or features
- Minor incident: not blocking production
When a ticket is opened, the SERVICE SUPPLIER 's support will handle incidents as follows:
1. Acknowledgement of receipt (AOR) within 2 hours maximum, via its exchange platform (with the possibility for the user to follow up the processing of the incident)
2. Resolution of the incident
3. Installation of the patch
4. Closing the ticket after processing
The response times are :
- For critical incidents: intervention with delivery of at least a workaround within 1 (one) working day.
- For urgent incidents: Intervention with delivery of at least a workaround within 2 (two) working days.
- For minor incidents: Intervention within 5 (five) working days for incidents, unless otherwise agreed between the parties.
The SERVICE SUPPLIER reserves the right to revise the criticality in accordance with the realities on the ground.
When the incident requires it, corrective maintenance may be carried out by the SERVICE SUPPLIER by :
- an effective correction of the malfunction
- the reactivation of the Software
- the provision of a workaround or back-up solution pending the resolution of the malfunction
The SERVICE SUPPLIER 's field of intervention will be carried out during office opening hours, i.e. from Monday to Friday, from 9:00 a.m. to 6:00 p.m. Paris time, except for public holidays.
ARTICLE - 8: DURATION OF THE CONTRACT AND ITS TERMINATION
From the date of signature, the duration of the service will be set out in the attached Special Conditions of Sale.
The service will be tacitly renewable for periods of 12 months.
Cancellation of the contract by the CLIENT will only be effective in certain cases:
1 - Within one month of receiving the service provided, if the CUSTOMER finds that the implementation of this service does not meet the requirements defined in particular in the chapter entitled "Solution Requirements" of the quotation valid as SPECIFIC TERMS AND CONDITIONS, the CUSTOMER shall send a letter by recorded delivery stipulating the failure to comply with the requirements of the contract and the contract shall be terminated automatically. In return, to compensate for the cost of the developments already carried out, the CUSTOMER shall pay, in a single instalment and without any possible dispute, a lump sum equivalent to the first N monthly instalments defined in chapter 6.2 "Start-up period and validation process" of the quotation valid as SPECIFIC CONDITIONS. After the one-month period, the service will be considered validated.
2 - Termination by the CLIENT two months before its expiry date by registered letter or e-mail duly received.
3 - The closure or liquidation of the CLIENT's business
The SERVICE SUPPLIER may, after having warned the CLIENT by letter or e-mail, terminate the latter's services in the event of a breach of the CLIENT 's obligations mentioned in ARTICLE - 4: THE CLIENT'S OBLIGATIONS or in the event of a breach of its payment obligations mentioned in ARTICLE - 10: PENALTIES IN THE EVENT OF DELAY.
ARTICLE - 9: BILLING AND PAYMENT
The pricing will be expressed exclusive of VAT, to which the applicable VAT must be added.
The payment of the service will only be made by direct debit initiated by the SERVICE SUPPLIER on the CLIENT 's account through an external service provider authorised to carry out this type of banking service.
The pricing will include work units (hereinafter referred to as W.U.) which will be defined in the Special Conditions of Sale according to the type of company. A minimum number of work units and/or amount to be invoiced shall be required on a monthly basis.
Invoices will be drawn up monthly in arrears. Thus, for any commissioning of the service during a month known as M, an invoice will be drawn up at the end of this month for the service of the current month and the following month (M+1). For the following months, invoicing will be carried out from the 20th day of the month in proportion to the number of E.U. recorded.
Direct debits will be made on the 5th of the month following the invoice.
ARTICLE - 10: PENALTIES IN CASE OF DELAY
Any dispute or reservation relating to an invoice must be notified to the SERVICE SUPPLIER at the latest within 5 days of its receipt. If this is not done, the invoice will be considered as definitively accepted by the CLIENT and the corresponding debt as indisputable.
Any failure to pay will automatically result in the application of late payment penalties increased by 3 points. These will be due from the day after the due date of the payment mentioned on the invoice without the need for a reminder (Art L 441-6 of the French Commercial Code).
In addition, a fixed indemnity for collection costs of 40 euros in the event of late payment will be automatically applied from the first day of delay (Law of 22 March 2012 on the simplification of the law and article L 441-3 of the Commercial Code).
As a reminder, Article L 441-4 of the Commercial Code states that :
"Any infringement of the provisions of Article L 441-3 is punishable by a fine of 75,000 euros.
Furthermore, the SERVICE SUPPLIER reserves the right to suspend the operation of the service.
ARTICLE - 11: FORCE MAJEURE AND INCAPACITY TO WORK
In the event of incapacity to work, the SERVICE SUPPLIER must notify the CLIENT from the first working day of his incapacity.
In the event of illness or accident, the SERVICE SUPPLIER reserves the right to terminate the contracts in progress and/or modify the current schedule without the CLIENT being able to demand payment of compensation.
Any circumstances beyond the control of the parties, which prevent the performance of their obligations under normal conditions, shall be considered as grounds for exemption from the obligations of the parties and shall result in their suspension.
The party invoking the circumstances referred to above shall immediately notify the other party of their occurrence and of their disappearance.
Neither party shall be held liable to the other for non-performance or delays in the performance of an obligation under the contract which would be due to the fault of the other party following the occurrence of a case of force majeure usually recognised by French jurisprudence and courts.
Under no circumstances may the SERVICE SUPPLIER 's liability be sought in the event of force majeure as usually recognised by French case law and courts, an event or incident beyond the SERVICE SUPPLIER's control.
Any event beyond the control, unavoidable and beyond the control of the parties, such as blockage of means of transport or supplies, earthquakes, fires, storms, floods, lightning, power failure, stoppage of telecommunication networks or difficulties specific to telecommunication networks external to the CUSTOMER, shall constitute a case of force majeure...
ARTICLE - 12: CONFIDENTIALITY OF THE PARTIES
Each of the parties undertakes to keep confidential, for the duration of the contract and after its expiry, all information, documents, know-how, databases, passwords and confidential codes originating from the other party of which it may have become aware during the performance of the contract, and shall not divulge them to any third party whatsoever, nor use them outside the requirements of the contract.
ARTICLE - 13: LAW AND JURISDICTION
French law is the only law applicable to these General Terms of Sale. In the event of a dispute arising in connection with the contract, any dispute relating to its interpretation, performance or validity, and possibly after an attempt to find an amicable solution, will be subject to the exclusive jurisdiction of the courts of PARIS, even in the event of a warranty claim or multiple defendants.
ARTICLE - 14: RGPD
In accordance with the European Union regulation n° 2016/679, it is reminded that the data transmitted to the SERVICE SUPPLIER can only be used in order to use the leasing software provided by the SERVICE SUPPLIER, which acts as a software publisher. The holding of data transmitted to the SERVICE SUPPLIER, customer data or CLIENT's employees, maintains the strictest confidentiality. This data may not be disclosed to any third party whatsoever. This storage is carried out in a secure manner (by identifier, password and secure and encrypted exchange protocol) on computers accessible only by the SERVICE SUPPLIER 's employees in its premises, which are themselves protected by a remote surveillance and anti-intrusion alarm system.
All data is stored on identified, localized storage units. These units benefit from a backup system.
In the case of outsourced hosting, the partners identified undertake to comply with the RGPD regulations within the framework of their responsibilities, the details of which are available on their site. These partners include, but are not limited to, Ovh, Oneline and ASP Serveur.
THE SERVICE SUPPLIER cannot be held responsible for the failures of these parties.
Furthermore, it is recalled that, acting as the data controller, THE CUSTOMER remains bound by its own obligations in terms of personal data protection (purpose of collection, processing, storage, dissemination and transmission, security) and that all data transmitted by THE CUSTOMER and its employees remain its property
Finally, the SERVICE SUPPLIER undertakes to share any information and advice in its possession that is necessary for the CLIENT to comply with the RGPD, both for the implementation of preventive and corrective actions.