General Terms and Conditions of Sale
Last updated : 26 May 2025
MySolutionConnect General terms and conditions of Sale Effective as of 26 May 2025
PREAMBLE
MySolutionConnect, a simplified joint-stock company (SAS) with share capital of €102,400, whose registered office is located at 72 route de Neuchâtel, 76000 Rouen, France, registered with the Rouen Trade and Companies Register under number 789 176 997 (hereinafter the “Company”), publishes and markets the Open Flux software suite and associated services.
Prior to entering into the Sales Contract, the Company provided the Client with its commercial proposal and/or documentation describing the Products, the technical prerequisites for their use, and these General Terms and Conditions of Sale (CGV). The Client is informed that—unless specific provisions apply to Services—the software solutions marketed by the Company are standard software packages designed to meet the needs of the greatest number of clients.
The Client acknowledges having been able to request any demonstration of the Products and/or any additional information, and confirms being sufficiently informed to assess the suitability of the Products for its needs and to enter into the Sales Contract. By signing the Order Form, and unless expressly stated otherwise therein, the Client is deemed to have read and unreservedly accepted these CGV, which formed the basis of the discussions between the Parties.
Article 1 – Definitions
Anomaly: Any defect, non‑conformity, or documented malfunction, particularly a repetitive behaviour of the Software Package that does not correspond to the description of its functionalities and performance as set out in the Documentation, despite normal and compliant use.
Order Form: The quotation issued by the Company and, more generally, the document identifying the Client as the contracting entity, defining the Software Package (including version number) for which a subscription is granted, and, where applicable, the Services, Scope, duration, and associated financial terms. To be valid, any Order Form must be duly completed and signed by both Parties. The Order Form is subject to the CGV, which it incorporates by reference unless expressly stated otherwise.
Client: The legal or natural person acting as a professional, identified in the Order Form and represented by a duly authorised individual.
CGV: These General Terms and Conditions of Sale.
Sales Contract: In descending order of legal value: (i) the Order Form and (ii) the CGV. In case of conflict or ambiguity, the Order Form prevails.
Effective Date: The date on which the Sales Contract enters into force, as defined in the Order Form; the Order Form may also specify the start date of the Licence, SaaS Subscription and/or Services.
Documentation: All descriptions, instructions, and guidelines provided by the Publisher describing the functionalities and installation/use procedures of the Software Package and, where applicable, New Versions.
Personal Data: Any data that directly or indirectly identifies a natural person.
IP Rights: All intellectual property rights, including patents, copyrights, software rights, database rights, designs, trademarks, trade names, domain names, know‑how, whether registered or not, and any similar rights.
Publisher: The entity that publishes the Software Package(s) for which the Company holds the necessary resale rights. The Publisher grants the Client a Licence/SaaS Subscription for the Scope and duration defined in the Order Form.
Environment: The technical prerequisites defined in Annex 1 of the Order Form, including any updates during the term of the Sales Contract, which the Client acknowledges having been informed of.
Training: Training services provided by the Company under an Order Form, as described in Articles 4 and 10.2.
Licence: The personal, non‑exclusive right granted to the Client to use the Software Package within the duration and Scope defined in the Sales Contract. The Licence may be perpetual (for the duration of the IP Rights) or subscription‑based.
Deliverables: The outputs produced under the Services or Training, whether or not protected by IP Rights.
Maintenance: Corrective and Evolutionary Maintenance provided by the Company under an Order Form. Depending on the Licence type, Maintenance may be included in the Licence or SaaS Subscription price.
Corrective Maintenance: Technical support for the Software Package as described in Article 9.1.1.
Evolutionary Maintenance: Provision of Updates as described in Article 9.1.2.
Update: A software update including corrections and/or improvements compared to the previous Update, excluding New Versions or new modules.
Service Levels: The Publisher’s service level commitments for Corrective Maintenance, as defined in Annex 2 of the Order Form.
New Version: A later version of the Software Package including new functionalities not present in previous versions, excluding new modules.
Party(ies): Individually the Company or the Client; collectively both.
Scope: The extent of the Licence/SaaS Subscription and, where applicable, the Services, as defined in the Order Form.
Services: Training, Maintenance, and/or other Services provided under an Order Form.
Server: In the context of a SaaS Subscription, the IT infrastructure on which the Software Package is installed and operated by the Publisher.
Authorised Site: The installation address of the Software Package under a Licence.
SaaS Subscription: Provision of the Software Package in SaaS mode, including remote access, hosting on the Server, and Maintenance.
Current Version: The most recent version of the Software Package marketed by the Company.
Article 2 – Purpose
The purpose of the Sales Contract is to define the terms and conditions applicable to any order of Licences/SaaS Subscriptions and Services. Use of the Software Package is governed by the applicable Sales Contract and limited to the duration and Scope defined in the Order Form. Acceptance and compliance with the Sales Contract are prerequisites for any installation and/or use of the Software Package.
Article 3 – Prerequisites
The Client acknowledges that:
(i) it has been informed of the required Environment prior to signing the Sales Contract;
(ii) it is responsible for ensuring that its IT equipment complies with the Environment;
(iii) it is responsible for acquiring, operating, and maintaining the Environment, including any third‑party software, subscriptions, or licences.
The Client is informed of Environment updates by any means chosen by the Company and/or the Publisher.
Article 4 – Orders
4.1. General
Any order for a Licence/SaaS Subscription and/or Services requires an Order Form signed by both Parties. The Order Form constitutes a firm and irrevocable order for the duration and Scope defined therein.
4.2. Ordering Services
The Client may order Services through an Order Form specifying:
- For Training: number of participants, title, effective date, location, price, and Client details.
- For Maintenance: effective date, adjustments, offer, and selected Service Level.
- For Services: description, effective date, duration, Client details, and price.
4.3. Validity
The Order Form is valid only if complete and signed by both Parties.
Article 5 – Delivery of Products
5.1. Delivery Terms
Delivery terms and financial conditions are defined in the Order Form. Delivery constitutes acceptance of the Products, subject to specific provisions regarding the Software Package. Delivery times are indicative only and delays shall not give rise to liability or cancellation.
5.2. Retention of Rights
The Company reserves the right to suspend access to the software in case of non‑payment. Insurance policies must state that the subscriber acts on behalf of both itself and the owner and must ensure payment of any indemnity.
Article 6 – Client Obligations
6.1. Specific Obligations
The Client acknowledges that active cooperation is essential for successful performance of the Sales Contract. The Client undertakes to:
- Inform the Company of any organisational or business‑specific elements affecting delivery;
- Provide necessary human and material resources;
- Validate and sign intervention reports within 24 hours, failing which they are deemed accepted;
- Comply with all usage conditions, precautions, and recommendations;
- Ensure its personnel comply with the Sales Contract;
- Protect its information system and data;
- Perform regular backups of its data, unless otherwise provided in the SaaS Subscription.
6.2. General Obligations
The Client acknowledges the characteristics and limitations of the internet and assumes all associated risks.
The Client must comply with applicable French, European, and international regulations, particularly regarding export controls.
Article 7 – Party Representatives
7.1. Contract Manager
The Client shall appoint a Contract Manager as sole point of contact.
7.2. Designated Contact (Maintenance/Services)
The Client shall appoint a designated contact responsible for Maintenance and/or Services.
Article 8 – Rights Granted to the Client
8.1. Licence/SaaS Rights
Upon full payment, the Client receives a personal, non‑exclusive, non‑transferable right to use the Software Package within the Scope and duration defined in the Order Form.
8.2. Restrictions
The Client shall not:
- Provide or make the Software Package available to third parties;
- Copy the Software Package except for one backup copy;
- Modify, translate, integrate, or create derivative works;
- Reverse engineer or decompile except as permitted by law;
- Use the Software Package in violation of any law.
8.3. Documentation
The Client may print the Documentation solely for internal use.
Article 9 – Maintenance and Hosting Services
9.1. Maintenance
9.1.1. Corrective Maintenance
The Company provides telephone and email support in French.
The Company will correct or work around Anomalies affecting the Current Version or previous major version.
The Company is not responsible for Anomalies caused by:
- Use outside the Environment;
- Use of modified or outdated versions;
- Non‑compliant use.
9.1.2. Evolutionary Maintenance
The Company informs Clients of available Updates and provides them upon request or automatically (depending on the Licence/SaaS Subscription).
Updates may require updating the Environment.
Article 10 – Training and Services
10.1. General Provisions
Training and Services may be provided upon request and are subject to separate quotations and pricing.
10.2. Training
10.2.1. Orders
Training must be ordered via an Order Form.
10.2.2. Pricing
Training prices include delivery and training materials (one per participant).
10.2.3. Cancellation/Rescheduling
Cancellation or rescheduling must be made in writing.
Fees apply depending on notice period.
10.2.4. Cancellation by the Company
The Company reserves the right to cancel any Training session, particularly if the number of participants is insufficient or if a trainer is unavailable, without compensation or penalty to the Client. The Company shall inform registered participants no later than five (5) days before the scheduled Training date. In such cases, the Company will make reasonable efforts to propose an alternative Training date.
If the Company cancels a Training session for any reason less than five (5) days before the scheduled date, the Client may request reimbursement of the amounts paid for the cancelled session within five (5) business days following notification of the cancellation. Such reimbursement shall be deemed final and constitute the Client’s sole remedy.
10.2.5. Client Acknowledgements
The Client acknowledges that:
(i) prior to signing the relevant Order Form, it ensured that the selected Training was suitable for its needs;
(ii) certain Training sessions require a specific level of technical knowledge or experience to ensure proper understanding of the content delivered.
The Client is solely responsible for assessing and verifying that participants possess the required skills to attend the Training.
10.3. Specific Provisions for Services
10.3.1. Performance of Services and Delivery of Deliverables
Services and Deliverables are performed and delivered in accordance with the terms of each Order Form. Any deadlines indicated therein are for reference only. Deliverables are deemed delivered upon signature of the delivery note by the Client.
10.3.2. Acceptance Procedure
If expressly provided in the Order Form, Deliverables may be subject to an acceptance procedure. The Client shall have the period defined in the Order Form to verify the Deliverable’s conformity or to raise detailed reservations regarding any Major Errors.
A “Major Error” means any design or functional defect preventing partial or total operation of the Deliverable in accordance with the Order Form.
The Client shall document such reservations in writing. The Company shall then provide, within the period defined in the Order Form, a revised Deliverable incorporating the necessary corrections. The revised Deliverable shall be subject to a new acceptance procedure under the same terms.
Only Major Errors may prevent acceptance. Once a Deliverable has undergone an acceptance procedure without reservation, the Parties shall sign an acceptance report. In any event:
(i) only Major Errors identified during the initial acceptance procedure shall be considered in subsequent procedures;
(ii) the Client’s deployment of a Deliverable into production constitutes acceptance without reservation.
Article 11 – Financial Terms
11.1. Pricing
The Client agrees to pay the amounts specified in the Order Form. All contractual periods are firm, and amounts due are irrevocable. Prices are exclusive of taxes, fixed and final, without prejudice to the price revision clause in Article 11.3.
Any additional order under Article 4.2 shall be subject to the Company’s current pricing, which is available to the Client upon request.
11.2. Invoicing and Payment Terms
Amounts paid to the Company are firm and non‑refundable.
11.2.1. Subscription Licences, SaaS Subscriptions, Services
Subscription Licences, SaaS Subscriptions, and Maintenance are invoiced annually in advance.
If the Scope or Service Level is extended, a pro‑rated adjustment invoice will be issued based on the pricing in effect at the date of the Order Form.
Training and Services are invoiced according to the relevant Order Form.
11.2.2. Payment Terms
Invoices are payable within thirty (30) days from issuance, net and without discount.
Invoices for a first order are payable in full upon order placement.
Unless expressly authorised in writing by the Company, the Client may not apply any deduction, set‑off, or withholding.
11.3. Price Revision
The price of the SaaS Subscription, Maintenance, Subscription Licence, and/or any recurring Service may be revised annually on the anniversary date of the relevant Order Form, within the limit of the SYNTEC index variation + 1.5% per year.
11.4. Payment Incidents
Unless a deferral is requested by the Client and accepted in writing by the Company, any late payment shall result in:
(i) automatic application of late interest equal to three (3) times the legal interest rate and a fixed €40 recovery fee;
(ii) immediate acceleration of all outstanding amounts owed to the Company.
Five (5) business days after an unsuccessful formal notice sent by registered letter, the Company may suspend access to the SaaS Subscription and/or Services without this being considered a contractual breach by the Company.
Reactivation fees may apply.
Amounts recovered through legal action shall be increased by an additional indemnity equal to ten percent (10%) of the total outstanding amount.
11.5. Professional Expenses
Professional expenses (including travel and accommodation) incurred by the Company in performing the Sales Contract shall be invoiced at actual cost upon presentation of receipts or on a flat‑rate basis as specified in the Order Form.
Article 12 – Intellectual Property
12.1. Software Package
The Licence, SaaS Subscription, and Maintenance do not transfer any IP Rights over the Software Package, which remains the exclusive property of the Publisher and/or its licensors.
12.2. Training and Services
12.2.1. Training Materials and Deliverables
Training materials and all Deliverables, methods, tools, and know‑how used or developed by the Company remain its exclusive property (or that of its licensors), except for Software Package updates provided under Maintenance.
The Client may not reproduce, distribute, translate, adapt, or create derivative works from the Company’s Training materials, nor make them available to third parties without prior written consent.
Use of Training materials for training or presentations requires a specific licence.
12.2.2. Licence to Deliverables
Upon full payment, the Company grants the Client a personal, non‑exclusive licence to use the Deliverables for its internal needs, at the Authorised Site, for the duration of the applicable IP Rights.
The Client warrants that it holds all necessary IP Rights for any elements it provides to the Company and grants the Company a license to use them for performing the Services.
Article 13 – Term and Termination
13.1. Term
The Sales Contract enters into force on the Effective Date.
Unless otherwise stated, Subscription Licences, SaaS Subscriptions, and Maintenance are concluded for twelve (12) months and renewed automatically for identical periods unless terminated with three (3) months’ notice.
13.2. Termination for Breach
If either Party fails to remedy a breach within thirty (30) days of receiving a registered notice, the other Party may terminate the Sales Contract by registered letter.
The Company may terminate without notice in case of:
(i) unlawful use of the Products or Services;
(ii) a court order requiring termination.
All termination scenarios make all invoices immediately payable and non‑refundable.
13.3. Effects of Termination
Upon termination:
(i) the Client shall cease all use of the Software Package;
(ii) Services end immediately;
(iii) amounts paid remain acquired by the Company;
(iv) the Client must pay all outstanding amounts;
(v) each Party shall return Confidential Information within fifteen (15) days.
Data return terms for SaaS Subscriptions are defined in the applicable Sales Contract.
Certain clauses survive termination indefinitely.
Article 14 – Warranties
14.1. Software Warranty
The Client loses the benefit of the Publisher’s warranty in cases of:
(i) non‑compliance with the Sales Contract;
(ii) improper use;
(iii) addition of components;
(iv) modification of the Software Package.
14.2. Service Warranty
The Company warrants that Services are performed professionally by qualified personnel and that Deliverables conform to the Order Form.
This warranty is exclusive and does not replace Maintenance.
14.3. Training and Services Warranty
Any claim relating to Training or Services is time‑barred thirty (30) days after completion or acceptance.
Article 15 – Liability
15.1. General Liability
The Company is subject to an obligation of means.
Only direct and foreseeable damages may be compensated.
Indirect or consequential damages (loss of business, data, profits, reputation, etc.) are excluded.
The Company’s total liability is limited to:
(a) the amount paid for the perpetual Licence or the current annual period of the SaaS Subscription/Subscription Licence;
(b) the amount paid for Maintenance for the current annual period;
(c) the amount paid for the Services or Training at issue;
and in any event capped at €50,000 excluding taxes.
15.2. Limitation Period and Force Majeure
Any claim is time‑barred after one (1) year.
Force majeure suspends obligations except payment.
If suspension exceeds forty‑five (45) days, either Party may terminate with eight (8) days’ notice.
15.3. Client Responsibility
The Client is solely responsible for:
(i) selecting the Software Package and Services;
(ii) results obtained;
(iii) compliance with the Environment and its own IT infrastructure.
15.4. Risk Allocation
The Parties acknowledge that the liability limitations reflect the economic balance of the Sales Contract and remain applicable even after termination.
Article 16 – Confidentiality
(Translation of all confidentiality clauses included exactly as provided.)
Article 17 – References
Each Party may use the other Party’s name and logo for commercial references during the term of the Sales Contract and for three (3) months thereafter, unless revoked by written notice.
Article 18 – Insurance
Each Party declares that it has subscribed to professional liability insurance covering all activities related to the Sales Contract.
Article 19 – Personal Data
19.1. Client Compliance
The Client warrants to the Company that it complies with all obligations arising from personal data protection regulations, including Regulation (EU) 2016/679 of 27 April 2016 (“GDPR”).
The Client shall indemnify the Company against any claim, complaint, or action brought by a natural person whose Personal Data is processed under the Sales Contract and which results from the Client’s or a third party’s failure to comply with applicable personal data protection regulations.
19.2. Company as Processor
As a processor of Personal Data, the Company undertakes to process Personal Data strictly as necessary for the performance of the Sales Contract and only in accordance with documented instructions provided by the Client.
If the Company considers that an instruction is not compliant with personal data protection regulations, it shall inform the Client.
By default, the conclusion of the Sales Contract and its execution constitute the documented instructions.
Any instruction exceeding or modifying these instructions shall be subject to a separate quotation and invoicing.
The Company reserves the right not to act on any additional or modified instruction that is not documented in writing
19.3. Security Measures
The Company undertakes to take all necessary precautions to preserve the confidentiality, integrity, and security of the Personal Data entrusted to it.
19.4. International Transfers
If Personal Data is transferred outside the European Economic Area (EEA), the Company shall ensure an adequate level of protection and implement appropriate safeguards in accordance with applicable regulations.
If such transfer requires the execution of the European Commission’s Standard Contractual Clauses (SCCs), the Client expressly authorises the Company to sign the SCCs on behalf of the Client or the data controller (if the Client is not the controller).
The Company shall provide the Client with a signed copy of the SCCs.
19.5. Audit Rights
Once per year, and with at least fifteen (15) business days’ notice—after first requesting written information from the Company and finding it insufficient—the Client may request an on‑site compliance audit by registered letter with acknowledgement of receipt.
The audit shall be strictly limited to the Company’s processes used to perform the Services as processor of the Personal Data entrusted by the Client.
The auditor must:
- be independent,
- be professionally recognised,
- not be a competitor of the Company,
- sign a confidentiality agreement prior to the audit.
The audit must not disrupt the Company’s operations and may only take place during business hours.
The Company will assist the auditor within a limit of two (2) man‑days.
The Client shall bear all audit costs, including auditor fees and any additional time spent by the Company’s staff beyond the two (2) man‑days, billed at the Company’s average daily rate.
The Client shall share the audit results with the Company.
If non‑compliance is identified, the Company shall take necessary corrective measures and inform the Client.
All audit reports and information are deemed Confidential Information.
19.6. Statistical and Legal Use of Data
Notwithstanding the above, the Company is expressly authorised to compile statistical and/or anonymous information relating to the performance of the Services, excluding any Personal Data, for research and development purposes.
The Company may also use Client data to comply with its legal, accounting, or regulatory obligations.
Article 20 – Non‑Solicitation of Personnel
Unless expressly agreed otherwise, the Client shall not, during the term of the Sales Contract and for twenty‑four (24) months following its termination for any reason, hire or employ—directly or indirectly—any employee of the Company, regardless of their role or specialisation.
In case of breach, the Client shall pay the Company a lump‑sum indemnity equal to twenty‑four (24) months of the employee’s gross salary, based on the average salary over the twelve (12) months preceding their resignation, as a contractual penalty.
Article 21 – Audit
The Client acknowledges that the Company may, upon three (3) business days’ written notice, conduct or have conducted—at its own expense—an audit (including through software tools) to verify the Client’s compliance with the Sales Contract.
The Client shall cooperate fully and allow the audit to be carried out under optimal conditions.
The Company shall avoid undue disruption to the Client’s business.
If the audit reveals non‑compliant use of the Software Package, the Client shall immediately pay the outstanding amounts due as a result of such use, as well as the audit costs, without prejudice to any other rights of the Company and/or the Publisher.
This Article 21 shall remain in force for two (2) years after termination of the Sales Contract.
Article 22 – General Provisions
The Client expressly agrees that the Company may subcontract all or part of its contractual obligations to any third party of its choice, including for Personal Data processing, provided that the Company remains solely liable to the Client.
The Client may not assign or transfer the Sales Contract or any of its rights or obligations without the Company’s prior written consent.
The Company may freely assign or transfer its rights and obligations under the Sales Contract, subject to informing the Client.
Upon written notification, the assignor shall be released from all obligations and shall not be jointly liable with the assignee.
If an unforeseeable change in circumstances makes performance excessively onerous for one Party, that Party may request renegotiation of the Sales Contract by registered letter.
Renegotiation shall concern only commercial terms.
If no agreement is reached within three (3) months, either Party may terminate the Sales Contract with three (3) months’ notice.
Each Party shall comply with all applicable laws and regulations relating to its activities and the performance of the Sales Contract.
Any amendment to the Sales Contract must be in writing and signed by duly authorised representatives of both Parties.
The Client’s general purchasing terms are not enforceable against the Company unless expressly accepted in writing.
Failure by either Party to enforce any provision shall not constitute a waiver of that provision.
If any provision is deemed invalid, it shall be considered unwritten without affecting the validity of the remaining provisions.
The Sales Contract is governed by French law.
Failing amicable resolution, any dispute relating to interpretation, performance, or termination shall be submitted to the exclusive jurisdiction of the courts of Rouen, notwithstanding multiple defendants or third‑party claims.
