General Terms of Sale

General Terms of Sale — Fluvia solution (ITCOTATION).

These General Terms of Sale (hereinafter the “Terms of Sale”) govern the provision of the software solution Fluvia (licenses and subscriptions), the associated hardware (access control, readers, turnstiles, RFID cards and wristbands, POS peripherals) and the associated services (installation, configuration, training, maintenance and support) by the company ITCOTATION (SARL with share capital of €5,000, 31 rue Saint Denis, 57200 Sarreguemines, SIRET 524 631 025 00052, RCS Sarreguemines 524 631 025).

For buyers subject to the Public Procurement Code (local authorities, public institutions), these Terms of Sale apply on a subsidiary basis: they supplement, without derogating from, the contract or tender documents and the applicable CCAG. In the event of conflict, the contract documents and public procurement regulations prevail.

Article 1 — Objet

These Terms of Sale apply to the provision of the Fluvia solution (licenses/subscriptions), the associated hardware and services ordered by a professional or public client acting within the scope of its remit.

Article 2 — Quotation, offer and contract documents

Quotations issued by ITCOTATION constitute an offer and are valid for 30 jours from their issue date, unless stated otherwise. They specify the essential characteristics and prices. In the case of a formal public contract, the contract documents (deed of commitment, CCAP, CCTP and applicable CCAG) take precedence over the quotation.

Article 3 — Prix

Prices are expressed in euros and are quoted hors taxes (HT), excluding any shipping and installation costs. The applicable VAT is that in force on the invoicing date. Unless a price-variation or revision clause is provided in the contract, prices are fermes firm for the duration of the offer’s validity. The software subscription and maintenance are annual amounts, renewed according to the terms of the quotation.

Article 4 — Commande

An order takes the form of a purchase order, the signing of the quotation marked “Agreed,” or the notification of the deed of commitment for a public buyer. ITCOTATION reserves the right to suspend performance in the event of non-payment of earlier installments that are duly due.

Article 5 — Commissioning, subscription and renewal

Commissioning (installation, configuration, data migration and training) is carried out according to the terms and timelines set out in the quotation. The subscription to the Fluvia solution is taken out for the term indicated in the quotation; it is renewable and may be terminated under the conditions specified therein, subject to the agreed notice period.

Article 6 — Invoicing and payment

For public clients, invoices are submitted electronically via Chorus Pro (articles L.2192-1 et seq. of the Public Procurement Code) and paid by administrative payment order within the overall payment period of 30 days. For private clients, invoices are payable according to the conditions indicated in the quotation. In the event of late payment, default interest and a fixed recovery indemnity of €40 are due as of right.

Article 7 — Delivery, performance and acceptance

Supplies are delivered and services performed according to the terms and timelines set out in the quotation or the contract. Verification and acceptance operations are carried out by the client under the applicable conditions. Unless otherwise stipulated, the transfer of risk on the hardware occurs upon delivery or provision.

Article 8 — Warranties and maintenance

The hardware benefits from the statutory warranty of conformity and the warranty against hidden defects, as well as, where applicable, the manufacturer’s warranty. The software solution is subject to updates and support under the conditions of the maintenance contract taken out. The duration and scope of the warranties are specified in the quotation.

Article 9 — Intellectual property and licenses

ITCOTATION retains all of its intellectual property rights over the Fluvia solution, its components, tools, documents and methods. The client has a droit d'usage non-exclusive and non-transferable, consistent with the intended purpose of the solution, for the term and scope (sites, workstations, modules) set out in the quotation. The data entered and produced by the client belong to the client; their reversibility is ensured under the agreed conditions.

Article 10 — Personal data protection

The processing of personal data complies with the GDPR and amended Law no. 78-17 of 6 January 1978. ITCOTATION acts as a processor for the data processed on behalf of the client within Fluvia, in compliance with its security and confidentiality obligations. The terms are set out in our legal notice.

Article 11 — Termination

Termination occurs in the cases and under the terms set out in the quotation, in the maintenance contract, and — for public contracts — by the contract documents, the applicable CCAG and the Public Procurement Code.

Article 12 — Applicable law and disputes

These Terms of Sale are governed by French law. Disputes are first subject to an attempt at amicable settlement. Failing agreement, the dispute falls, for private clients, within the jurisdiction of the courts in the district of ITCOTATION’s registered office, and for public clients, before the territorially competent administrative court.

Terms of Sale — working draft. Subject to legal review. In the case of a formal public contract, the contract documents and the applicable CCAG prevail.