1. General Provision

The execution of a service or hosting contract implies acceptance of these Terms and Conditions in their entirety, which supersede any other terms and conditions of purchase.

2. Purpose

Agilium’s core business is the development and integration of collaborative software solutions for the internal operations of companies and local governments, such as Business Process Management (BPM), Electronic Document Management, and industry-specific quality management solutions, among others. As such, Agilium offers support, consulting, implementation, maintenance, license purchase and resale, training, and other services to clients in accordance with the relevant service offering.

3. Confidentiality

Agilium shall not disclose to anyone, directly or indirectly, all or part of any information of any kind—whether commercial, industrial, technical, financial, personal, or otherwise—that has been provided to it by the Client or that it has become aware of in the course of performing this contract.

For its part, the Client agrees not to disclose any information relating to Agilium’s know-how.

This mutual commitment will continue for 3 calendar years following the normal or early expiration of this agreement.

4. Delivery and Lead Times

Delivery is made:

– either by Agilium installing the software at the customer’s site in accordance with the terms agreed upon by the parties in the technical and financial proposal,

– or by making the software available to the customer.

The deadlines for Agilium to fulfill its obligations as set forth in the commercial proposal are for informational purposes only; they are calculated from the date of receipt of the valid order or the date of payment of the down payment, if one is required.

5. Retention of Title

Agilium retains ownership of the goods sold until full payment of the principal and ancillary amounts has been made. Failure to pay any installment may result in the recovery of the goods. However, upon delivery, the Customer assumes the risk of loss, theft, and damage to the goods sold, as well as any damages they may cause.

6. Price

Pricing Terms

All prices are exclusive of French and foreign taxes; invoices issued by Agilium take into account the tax and social security provisions in effect, and should these provisions be amended, any resulting price changes would take effect on the date they are implemented.

Payment Terms

Payment must be made at the beginning of each period. Rent is payable in advance and in full.

Agilium may change the methods and frequency of billing and payments with fifteen (15) days’ notice.

Late Payment Penalties

Any late payment will result in the payment of a flat-rate compensation of 40 euros and the application of a late payment penalty equal to (calculated based on the current ECB rate plus 10 basis points).

Price Revision

The prices for service days, maintenance, and hosting of the Client’s solutions may be revised by Agilium on the anniversary date of this contract (the date the contract was signed), based on a formula that takes into account the SYNTEC index:

P1 = P0 × (S1/S0)

P1: Revised price

P0: Original Contract Price

S0: SYNTEC benchmark index in effect on the original contract date (i.e., the date the contract was signed).

S1: Most recent SYNTEC index published as of the review date.

In the event that any statutory or regulatory provisions prevent the application of this revision clause, the new provisions that come into effect shall automatically replace it.

7. Payment Terms and Penalty Clause

The payment terms are as follows:

• Equipment, licenses, and related installation services: 100% upon receipt of the equipment.
• Training: Training services are payable in full upon completion of the service.
• Any other services are payable according to the payment schedule specified in the order.

Payments will be made on the scheduled due dates in accordance with the Economic Modernization Act of August 4, 2008, and in accordance with the terms binding the two parties.

That is to say:

• 30 days net from the invoice date,
• 45 days from the end of the month in which the invoice was issued, or 60 days net from the invoice date
• in cash.

No discount will be applied for early payment.

A partial delivery may result in a corresponding invoice. Any payment made after the due date indicated on the invoice shall, upon simple request by Agilium, result in the payment of late payment interest at a rate equal to the ECB rate plus 10 percentage points of the invoice amount (including tax) as of the invoice date. All costs incurred in the collection of amounts due through legal proceedings shall be borne by the Customer. In the event of failure to pay any installment, the remaining installments shall become immediately due and payable, and a flat-rate collection fee of 40 euros per invoice shall be applied in accordance with the law of March 22, 2012.

8. Amendment

Any change to the date of a service must be made no later than 15 days before the scheduled service date via certified mail.

In the event of a breach of the preceding clause, the total price of the service, including, in particular, travel expenses, shall be due.

9. Intellectual Property

Agilium’s software and hardware, as well as any modifications made to them in connection with a service provided by Agilium, remain the intellectual property of Agilium, and Agilium provides technical support for them in accordance with its support contract and warranties.

However, the intellectual property rights to any other specific software development created in the context of an Agilium service—not subject to the preceding paragraph and not covered by a third party’s intellectual property rights—remain with Agilium, but Agilium grants the client of the service the rights to use and adapt such software. Consequently, Agilium will not provide technical support unless a specific support contract is in place.

10. Software

Software sold separately or bundled with hardware is protected by applicable laws, and the Customer agrees to:

• protect the software from any disclosure or use that would violate any applicable license or these General Terms and Conditions of Sale,
• destroy or return to Agilium any replaced software, in accordance with Agilium’s instructions,
• Do not reproduce in any way, or copy, translate, adapt, alter, or modify all or part of any software.

The source code is not provided to the Client.

11. Warranty

Equipment: The Customer is covered by the manufacturer’s warranty, subject to the terms and conditions specified in the warranty form included with the equipment. Defective equipment or parts must be returned by the Customer at the Customer’s expense; the Customer may also request on-site service at the Customer’s expense. Any shipping costs between Agilium and the manufacturer shall be borne by the Customer.

Software: The Customer is covered by the warranty provided by the software publisher, in accordance with the terms specified in the documentation accompanying the relevant software.

The warranty shall automatically terminate if the Customer fails to pay any amount owed to Agilium by the due date.

Agilium makes no warranties other than those set forth in this section; in particular, Agilium makes no warranties regarding the operating system, applications, or data.

Accommodations

Service guarantees for hosting include, on the one hand, a guarantee regarding the response time for service issues and, on the other hand, a guarantee regarding the service availability rate.

Guaranteed Response Time

In the event of a critical issue, Agilium commits to responding within 4 business hours; in the event of a major issue, within 1 day.

Uptime Guarantee – SLA (Service Level Agreement)

Access to the hosting platform is guaranteed 99.5% of the time.

Reversibility Guarantee

The customer retains ownership of their data and may request the return of their data at any time. Agilium will provide a quote for this service.

Technical Support and Service Calls

Support hours: 9:00 a.m.–12:30 p.m. and 2:00 p.m.–6:30 p.m. Monday through Thursday, and on Friday from 9:00 a.m. to 12:30 p.m. and from 2:00 p.m. to 5:30 p.m. (French time), inclusive, excluding holidays.

The support hotline is reserved exclusively for the signatories to this contract.

It is understood that technical support should only be contacted for questions directly related to the service provided. It is understood that technical support does not provide IT consulting services.

12. Limitation of Liability

The Customer is capable of articulating its needs and has the option of seeking Agilium’s pre-sales advice, including demonstrations where applicable; Agilium shall therefore not be held liable for any mismatch between the equipment and services sold and the Customer’s needs of which Agilium was not informed.

Certain hardware and software require user training, and Agilium’s potential liability must be assessed by verifying that users have carefully completed the relevant training. Failure to attend training will result in Agilium disclaiming liability.

Before Agilium performs any work on the Customer’s equipment, the Customer must back up all files.

It is hereby specified that Agilium has an obligation of means, not of results, with respect to all services provided to the client.

Agilium’s liability for bugs under the license purchase agreement shall be limited to reporting such issues to the publisher.

Agilium shall not be liable for any indemnification or compensation of any kind whatsoever for any indirect damages, including, but not limited to, loss of profits, loss of customers, loss of revenue, or loss of data.

13. Termination Clause

In the event of nonpayment by the Customer on any due date, and fifteen days after a formal notice sent by registered letter with acknowledgment of receipt has remained unanswered, this sale shall be automatically terminated by Agilium; the Customer must immediately return the goods at its own expense and, if applicable, compensate Agilium for any resulting damages.

14. Termination of the Contract

This contract is automatically renewed annually on the anniversary date.

Termination of Services Agreed Upon for an Indefinite Term

Either party may unilaterally terminate the contract by providing three months’ notice via certified mail with return receipt requested. In any case, the party requesting termination of the contract must fulfill its contractual obligations throughout the entire notice period.

Termination of Fixed-Term Employment Contracts

If the Client terminates the contract before the end of the term specified in the proposal, the Client shall be required to pay the Service Provider the amount specified in the contract through the end of the term, as compensation.

Termination ends the contractual relationship between the Service Provider and the Client.

15. Failure to Perform the Contract Due to Force Majeure

The Service Provider shall not be held liable for any failure to meet a deadline due to force majeure, including, in particular, illness, strikes, accidents, fire, water damage, flooding, earthquakes, theft of equipment, terrorist attacks, accidents, war or civil war, nuclear incidents, or any other event or circumstance of external origin or attributable to a third party that is unavoidable and prevents the Service Provider from fulfilling its obligations.

In this context, “force majeure” refers to any external, unforeseeable, and unavoidable event as defined in Article 1148 of the Civil Code.

16. Dispute Resolution

Any dispute arising from this sale shall fall under the exclusive jurisdiction of the courts of Grenoble, even in the event of third-party claims or multiple defendants, and shall be governed by French law.

17. Subcontracting

In order to enable Agilium to fulfill its obligations, Agilium may engage subcontractors, and the client may not hold Agilium liable for doing so.

18. Non-Solicitation of Employees

The client agrees not to hire, directly or indirectly, any Agilium employees for a period of one year following the expiration of the service.

In the event of a breach of this clause, the Client agrees to pay the Service Provider compensation equal to one year’s gross compensation for such personnel.