Terms and Conditions of Sale

The Terms and Conditions of Sale Agreement in English version will be available soon.

ARTICLE 1 – PREAMBLE

The software offered by Zoftware are standard products designed to meet the needs of the widest range of users.
It is the Client’s responsibility to ensure that the software meets their requirements and constraints. To this end, the Client must, prior to accepting the Contract, review the necessary information, which may include documentation, the website, or trial versions of the software.
If the Client has not requested additional information from Zoftware before entering into this agreement, they acknowledge that they have been sufficiently informed.
Under no circumstances shall any specification document or statement of requirements provided by the Client be taken into account by Zoftware within the framework of this Contract.
Any customization of the software to meet the Client’s expressed needs can only be performed by Zoftware under a specific contract not governed by these general terms and conditions of sale.
Certain services offered by Zoftware may be necessary for the proper use of the software. It is therefore up to the Client, according to their needs, to decide whether or not to use these services.
The Client must comply with the technical prerequisites recommended by Zoftware and ensure that their hardware and software are updated in accordance with these evolving prerequisites.

ARTICLE 2 – DEFINITIONS

For the execution of these Terms, the following terms shall have the meanings defined below:
Client: refers to the legal entity or individual contracting with Zoftware in the context of their professional, commercial, industrial, artisanal, or liberal activity.
Contract: refers to either:
- the contractual package composed of several parts and documents, namely the “Pricing and Purchase” section, the “Download” section, the “Read Me” section, these General Terms and Conditions of Sale, the End User License Agreement, and the Technical Prerequisites;
- the online order, validated by an authorized representative of the Client, including the downloaded items, quantities, prices, these General Terms and Conditions of Sale, the End User License Agreement, and the Technical Prerequisites.
The Pricing and Purchase conditions, General Terms and Conditions of Sale, End User License Agreement, and Technical Prerequisites are available and downloadable on Zoftware’s website (http://www.zoftware.net). Zoftware recommends that the Client reviews this information via this permanently accessible means.
Any clarifications and additional information provided by Zoftware concerning the subject of the Contract and brought to the Client’s attention by any means, unless expressly contradicted by the Client prior to signing the Contract, shall be deemed accepted by the Client and form an integral part thereof.
Client Data: means the information (including personal data as defined by the CNIL) owned by the Client that is entered, provided, transmitted, and processed in connection with their use of the Software.
Technical Prerequisites: means the list of hardware and devices recommended by Zoftware and suitable for the use of the Software, which must be implemented and complied with by the Client.
Software: means a standard management software developed by Zoftware along with its documentation.
Users: means, for the purposes of the license grant for the use of the Software, a natural person who is part of the Client’s staff and authorized by the Client, or a logical or physical system.
Service: means hosting, support, assistance, and/or maintenance services provided by Zoftware, including software support, evolutionary maintenance of the Software (provided such adaptations or evolutions do not require rewriting a substantial part of the existing Software), and software assistance.
Services: means implementation services related to the Software (analysis, configuration, training) offered by Zoftware and subscribed to by the Client under separate general service conditions.

These definitions are capitalized and apply in both singular and plural forms.

ARTICLE 3 – ACCEPTANCE

The Client is deemed to have read and unconditionally accepted the Contract as defined in Article 2. The Contract is formalized either by signing the Purchase Order and/or the direct debit authorization in paper form, or by completing the online order that references these General Terms and Conditions of Sale and constitutes full acceptance of the entire Contract.

For the purpose of remote acceptance of the Contract, the Client acknowledges and agrees that any faxed documents bearing the signature of one of its representatives or agents, and received by Zoftware, have the value of written proof and may be lawfully used by Zoftware as such.

Any modification or alteration made to any part of the Contract must be confirmed in writing by Zoftware. Failing this, such modification or alteration shall be deemed null and void.
Electronic acceptance of the Contract has the same evidential value between the Parties as a paper-based agreement. Computerized records kept in IT systems will be stored under reasonable security conditions and considered as evidence of communications between the Parties. Contractual documents are archived on a reliable and durable medium and may be produced as evidence.

ARTICLE 4 – PURPOSE

These General Terms and Conditions of Sale are intended to define the terms and conditions under which Zoftware agrees to provide the Client with the Software, Services, and Deliverables specified in the Contract.

Terms Regarding the Software
ARTICLE 5 – GRANT OF SOFTWARE USAGE RIGHTS

5.1. Any Software provided under these terms remains the property of its publisher. Consequently, the Client acquires from Zoftware, under the Contract, only a personal, non-exclusive, non-transferable, and non-assignable right to use the Software listed in the online order.

5.2. This license is granted to the Client in consideration of the payment specified in the online order.

5.3. Regarding the Software, the duration of the license shall be equal to the duration of the copyright protection of the Software, within the contractual and usage limits defined in the Contract.

5.4. The usage rights of the Software are granted to the Client for a specified number of Named Users, as set forth in the online order and, where applicable, in the End User License Agreement. A Named User is defined as:

either the individuals designated by the Client who may access the Software for professional use;
and/or logical or physical systems accessing and processing data with the Software (workstations, mobile devices, etc.).
Any modification of the number of Users requires Zoftware’s explicit consent and, if applicable, additional payment according to the current rates.
The Client acknowledges and agrees that the scope of usage rights granted for each Software under the Contract constitutes a unique and indivisible license.

5.5. Zoftware reserves the right to correct any Software anomalies.

5.6. Within the scope of the license granted by Zoftware, the Client commits not to infringe, directly or indirectly, on Zoftware’s intellectual property rights, notably by:

using the Software solely for its intended professional purpose, in accordance with its associated documentation and for the sole needs of the Client’s activity;
not removing any trademark or proprietary notices;
not making the Software available to third parties, directly or indirectly, under any form (including SaaS or “hosted application” provision, rental, loan, shared use), free of charge or for payment, without prior written authorization from Zoftware or except as expressly allowed in the End User License Agreement;
not copying the Software except for making one (1) backup copy for security purposes only. If the Client shares a site with third parties, they agree to take all necessary measures to prevent those third parties from using or accessing the Software;
not disclosing the Software content or transferring the usage rights in any manner;
ensuring that their personnel comply with these provisions.
Any breach by the Client of these obligations will entitle Zoftware to immediately terminate the Contract by email notification, without prejudice to any damages.
Pursuant to Article L122-6-1-IV of the French Intellectual Property Code, the Client agrees not to decompile the Software for interoperability purposes. Zoftware undertakes to provide the Client, within a reasonable time, all necessary information to ensure interoperability of the Software with the Client’s existing information system at the date of the Contract signature. The Client agrees not to use this knowledge for any purpose other than interoperability, excluding any creation, production, or marketing of software with similar expressions or fundamental principles as the Software.
The Client expressly acknowledges that the Contract does not transfer any ownership rights on the Software and prohibits any corrections, modifications, adaptations, or translations of the Software.

5.7. Software Usage Verification
To verify the Client’s compliance with the usage rights granted under article 5.3, Zoftware may conduct an audit on-site or remotely. Zoftware will notify the Client by email at least eight (8) days in advance of the audit, specifying:

the identity of the audit firm if external to Zoftware;
the Software and licenses subject to the audit.
The Client agrees to cooperate fully with the audit by providing access to relevant information and necessary resources. Any costs incurred by the Client to collaborate on the audit remain the Client’s responsibility.
Audit results will be formalized in a report sent to the Client, who has eight (8) days to provide observations. In case of disagreement, both Parties will seek an amicable solution before legal action.

If the audit reveals usage exceeding the granted rights, additional fees will be invoiced to the Client along with audit costs. If the Client uses features or options not acquired, Zoftware will invoice additional fees according to the current rates.
The Client agrees to pay within thirty (30) days from the invoice date. Failure to comply will entitle Zoftware to terminate the Contract and initiate legal proceedings.
Client information collected during audits is confidential and used solely for the audit, necessary adjustments, or legal procedures.

5.8. Software Access Control
The Client is informed that Zoftware reserves the right to use locking mechanisms and/or license keys to control access to the Software. The Client is not authorized to disable such measures.

ARTICLE 6 – DELIVERY, INSTALLATION, AND WARRANTY

6.1. The Software is delivered exclusively in electronic form and is available for download. The Client will be solely responsible for installing the Software, except when using a Service provided by Zoftware.
6.2. Zoftware guarantees, for a period of six (6) months from the date of delivery or download, the conformity of each Software to its documentation.
The conformity warranty is expressly limited to compliance with the documentation and does not extend to a warranty of suitability for the specific needs of the Client or User, considering local standards, practices, or regulations. It is therefore the responsibility of the Client or any third party appointed by the Client to ensure the Software meets their requirements and complies with applicable local standards, practices, and regulations where the Software is used.
Zoftware does not guarantee that the Software is free of all defects but commits to remedy, with reasonable diligence, any anomalies detected in the Software in relation to its documentation.
6.3. Zoftware does not guarantee the Software’s ability to achieve any objectives set by the Client or to perform specific tasks that motivated the Client’s decision to implement the Software.
6.4. The Client agrees to accept the downloaded Software provided it complies with its documentation. Delivery acceptance shall be deemed to have occurred upon completion of the download.
6.5. Any other warranties than those expressly stated in this article are expressly excluded.


ARTICLE 7 – CLIENT DATA PROTECTION

The Client is solely responsible for backing up the Client Data they process or store and acknowledges that it is their responsibility to:
- perform backups of their Client Data at a regular pace appropriate to their activity;
- regularly verify the content of the backups performed. Prior to any intervention by Zoftware, the Client agrees to back up all of their Client Data.
The Client must take all necessary measures to protect their information system, particularly regarding protection against viruses, worms, and other hostile intrusion methods.
Any restoration or reconstruction operations of lost or damaged Client Data, programs, or files are not covered by this Contract.


ARTICLE 8 – RETENTION OF TITLE

Zoftware remains the owner of the software media and documentation until full payment of the principal and any ancillary amounts has been received.

ARTICLE 9 – MODIFICATION OF THE INSTALLATION

The Client acknowledges that any modification to the installation or its environment will be made under their own responsibility, unless Zoftware carries out such modifications itself during a service intervention billable at the rate in effect on the date of execution or expressly and priorly authorizes them.

ARTICLE 10 – SOFTWARE UPDATES

The Client is informed that legislative changes may, at any time, render some Software features inadequate. Zoftware, insofar as a Service requires it and under the conditions provided by the Service, will provide a Software update complying with the new legal requirements, provided that such adaptations or updates do not require the rewriting of a substantial part of the existing Software.
The Client is also informed that technological developments and changes in customer demand may lead Zoftware to release Software updates. As a result, all or part of the Client’s equipment, in its initial configuration, may not support a Software update. Zoftware cannot be held liable in such cases.

Financial and General Terms
ARTICLE 11 – FINANCIAL PROVISIONS

11.1. Prices.
The prices of the Software are indicated in Euros, excluding taxes, and are specified in the “Pricing and Purchase” section or on the online order page. Upon acceptance of the Contract, the Client shall pay Zoftware the total amount of the ordered items. Payments shall be made by the Client via credit card or direct debit.
11.2. Invoicing and payment for Software and associated payment terms.
Online orders shall be paid by the Client immediately, without discount, by credit card or direct debit. Invoicing for the Software will be carried out after payment validation by Zoftware.
11.3. Invoicing and payment for Services and associated payment terms.
Zoftware’s invoices shall be paid by the Client without discount by bank transfer within thirty (30) days from the invoice date. If the Client has not expressed a choice in the “Quote” section or on the online order, these terms shall apply automatically.
For online orders, Zoftware’s invoices shall be paid by the Client immediately, without discount, by credit card or direct debit.
The above provisions apply to all Services except those for which a related Quote specifies particular invoicing and/or payment conditions.
During the term of the Services, Zoftware may adjust the Contract prices once per year. If the Client refuses the price increase, they may terminate the relevant Service by simple email within thirty (30) days following the email notification containing the new prices. The Service will then remain in effect, under the previous pricing conditions, until the end of the third (3rd) month following the month in which the email containing the new prices was sent.
11.4. Omissions of elements specific to the Client’s usual practices in Zoftware’s invoices shall not constitute a reason for non-payment by the Client.
11.5. After the due date, a late payment penalty calculated at three (3) times the legal interest rate will be due to Zoftware without any reminder being necessary.
11.6. Pursuant to Article L 441-6 I of the French Commercial Code, the Client will also be automatically liable for a fixed indemnity of forty (40) euros (€) as compensation for recovery costs incurred by Zoftware. If these costs exceed this amount, Zoftware may claim additional compensation upon presentation of supporting documents detailing the actions taken. These indemnities shall not apply if the Client can prove they are subject to restructuring or judicial liquidation procedures.
11.7. Zoftware reserves the right, fifteen (15) days after sending an electronic formal notice to pay that remains partially or totally ineffective, to suspend the Services until full payment of the sums due. All fees arising from unpaid amounts due to rejected payments by the Client will remain the financial responsibility of the Client.

ARTICLE 12 – CLIENT COOPERATION

For the proper execution of these Terms, the Client commits to actively, regularly, and in good faith collaborate with Zoftware. The Client shall provide Zoftware with all necessary information regarding their situation required for the performance of the Services and notify Zoftware of any difficulties they may become aware of or foresee through their expertise in their field, throughout the execution of the Services.
Furthermore, the Client agrees to maintain sufficiently competent, qualified, and trained Users during the entire duration of these Terms.
Consequently, each Party commits to:
actively engage in fulfilling their obligations;
refrain from any behavior that could affect and/or hinder the other Party's performance of their obligations;
provide each other in a timely manner, compatible with the agreed deadlines, all necessary information and documents for the execution of the Contract;
promptly alert each other in case of difficulties and collaborate to find the best possible solution as quickly as possible.

ARTICLE 13 – TERMINATION

13.1. Either Party may terminate this Agreement by registered letter with acknowledgment of receipt in the event of duly justified breaches by the other Party of its obligations under the license grant, without prejudice to any damages.
Termination of this Agreement shall take effect three (3) months after receipt of the aforementioned letter by the defaulting Party, unless the latter justifies appropriate remedies already taken or to be taken to remedy the identified breach.
In case of termination of the Agreement due to the Client’s breach, the Client shall no longer be authorized to use the Software and must either return it or certify its deletion from its IT systems.
13.2. Either Party may terminate the Service by simple email in case of duly justified breaches by the other Party of its obligations under the Service, without prejudice to any damages.
Termination of the Service shall take effect three (3) months after receipt of the aforementioned email by the defaulting Party, unless the latter justifies appropriate remedies already taken or to be taken to remedy the identified breach.

In case of termination of the Service due to the Client’s breach, the Client shall owe Zoftware, in addition to unpaid invoices at the termination date, compensation corresponding to all remaining monthly payments to be invoiced for the Service until the contractual expiration date. In case of termination of the Service due to the Client’s breach, the Client may continue to benefit from the Software usage rights.

ARTICLE 14 – RESPONSIBILITIES

14.1. Considering the current state of the art in its profession, Zoftware, which commits to exercising all due care in performing its obligations, is subject to an obligation of means.
14.2. The Software delivered under the Contract will be used by the Client under its sole control, direction, and responsibility. During any interventions by Zoftware, the Client remains the custodian of the equipment, software packages, data, files, programs, or databases, and consequently, Zoftware cannot be held liable for their deterioration or destruction, whether total or partial.
Therefore, the Client is responsible for:
the choice and acquisition, whether prior or future, from third parties of equipment, software packages, and software intended to be used with the Software. Any incompatibilities with the elements ordered under the Contract and resulting malfunctions or disruptions cannot engage Zoftware’s responsibility;
the overall management of its IT system when multiple suppliers have been chosen by the Client;
compliance with the Technical Prerequisites (present and future) to avoid harmful consequences such as slowdowns, crashes, data corruption;
any consequences, at the level of the Software covered by the Contract, resulting from modifications decided and/or made by the Client, its installation, or its environment.
14.3. The Client is informed that Zoftware is not responsible for the quality, availability, or reliability of telecommunication networks, regardless of their nature, in cases of data transmission or internet access, even when the internet service provider is recommended by Zoftware.
14.4. Should Zoftware’s liability be engaged, compensation for all causes combined, including principal, interest, and costs, shall be limited to the direct and foreseeable damage suffered by the Client and shall not exceed the amounts paid by the Client during the last twelve (12) months in consideration of the element (Service or Software) that gave rise to the liability claim against Zoftware.
14.5. Under no circumstances shall Zoftware be held liable to the Client or any third party for unforeseeable damages or indirect damages such as loss of business, loss of profit or reputation, or any other financial loss resulting from the use or inability to use the Software by the Client or from a failure in the provision of Services or Deliverables, as well as any loss or deterioration of information for which Zoftware cannot be held responsible. Any damage suffered by a third party is considered indirect damage and shall not give rise to compensation.
14.6. The Parties acknowledge that the Contract price reflects the allocation of risks arising from the Contract as well as the economic balance desired by the Parties, and that the Contract would not have been concluded without the limitations of liability defined herein.


ARTICLE 15 – FIGHT AGAINST FRAUD

The Client is responsible for carrying out all procedures, declarations, and authorization requests required by applicable laws and regulations concerning the processing they perform and the data handled.
The Client guarantees that they use the Software provided by Zoftware in compliance with applicable laws and regulations, particularly in tax matters.
More specifically, in the event that Zoftware is held jointly liable by the tax authorities for payment of tax reassessments due to the Client’s irregular use of the Software made available to them, the Client agrees to fully indemnify Zoftware for the amounts claimed by the authorities.

ARTICLE 16 – FORCE MAJEURE

16.1. Zoftware’s liability shall in no event be sought in cases of force majeure. Explicitly, in addition to those usually recognized by French courts and tribunals, the following shall be considered as force majeure events: total or partial strikes internal or external to Zoftware, blockages of transportation means for any reason, judicial liquidation of any of its suppliers or subcontractors, blockage or disruption of communication, telecommunication, or postal means.
16.2. Initially, force majeure events will suspend the execution of the Contract. If such force majeure events last for more than three (3) months, the Contract shall be automatically terminated, unless otherwise agreed by the Parties.

ARTICLE 17 – CONFIDENTIALITY

All information exchanged between the Parties or of which they become aware during the execution of the Contract (notably Client Data), regardless of the medium, shall be considered confidential (hereinafter “Confidential Information”). Each Party agrees to protect the Confidential Information and not to disclose it to any third party without the prior written authorization of the other Party.

Each Party shall be released from its confidentiality obligations concerning any information (I) that was in its possession prior to disclosure by the other Party, provided such possession did not result directly or indirectly from unauthorized disclosure of such information by a third party, (II) that is or becomes public knowledge at the date of acceptance of the Contract or thereafter without any breach by the Party of its confidentiality obligations under the Contract, (III) that has been independently developed by that Party, or (IV) whose disclosure is required by law, or by a competent judicial or administrative authority, or is necessary in the context of legal proceedings.

The Parties commit to respecting the obligations arising from this article for the duration of the Contract as well as for five (5) years following its termination. Accordingly, upon expiry or termination of this Contract, each Party shall either return to the other Party all documents containing confidential information or provide assurance of the destruction of all confidential information in its possession. Under no circumstances shall a copy of documents containing confidential information be retained by a Party except with the exceptional and written consent of the other Party.


ARTICLE 18 – ASSIGNMENT

The Contract, nor any rights or obligations it provides, may be assigned by the Client, whether in whole or in part, whether for consideration or gratuitously. Zoftware reserves the right to freely assign or transfer the Contract without formalities.

ARTICLE 19 – MISCELLANEOUS PROVISIONS

19.1. The failure of either Party to invoke any of the obligations set forth in the Contract shall not be construed as a waiver of such obligation thereafter.
19.2. The Client agrees that Zoftware may freely and without prior formality subcontract all or part of its obligations under these terms, under its responsibility. In the event of subcontracting, Zoftware shall remain solely responsible for the proper fulfillment of the obligations undertaken under the Contract.
19.3. Unless expressly stated otherwise, the terms, conditions, and obligations of this document shall prevail over any others.
19.4. It is the Client’s responsibility to carry out the procedures, declarations, and authorization requests required by the laws and regulations in force concerning the processing it performs and the data processed.
19.5. If one or more provisions of the Contract are deemed invalid or declared as such pursuant to law or by a final decision of a competent jurisdiction, the other provisions shall remain in full force and effect.
19.6. The Client authorizes Zoftware to mention its name and/or reproduce its logo in its commercial documents and press releases, in any form and on any media.
19.7. Zoftware shall be free to use the know-how acquired during the execution of the Contract and to perform similar services for other Clients.
19.8. Zoftware reserves the right to bill the Client for the time spent investigating the causes of incidents, provided that the incident encountered by the Client did not originate from a service or supply by Zoftware under these terms.
19.9. Subject to the application of mandatory provisions, the Client shall not initiate any action, regardless of its nature or basis, more than twelve (12) months after the occurrence of the event giving rise to it.


ARTICLE 20 – LAW AND JURISDICTION

THIS CONTRACT IS GOVERNED BY FRENCH LAW, BOTH IN TERMS OF FORM AND SUBSTANCE. IN THE EVENT OF A DISPUTE, EXCLUSIVE JURISDICTION IS GRANTED TO THE LYON COMMERCIAL COURT, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY CLAIMS.