LUTISE general terms of sale
Note: This English version is provided for convenience. The French version remains legally authoritative.
Terms and Conditions of Sale LUTISE [12/02/26]
LUTISE is a company with a simplified share capital of 61.750 €uros, headquartered in 39 boulevard Sainte Lucie – 13007 Marseille, registered in the Register of Commerce and Companies of Marseille under the number 921.088.225 (hereinafter "LUTISE").
LUTISE is a company specialized in the development, design, programming, publishing and marketing of mobile software, platforms and applications. In particular, LUTISE is the creator of FOLLOW LAB software, a computer solution to simplify user supervision and support.
Article 1 - Scope
These general terms and conditions of sale (hereinafter referred to as the "GTC") govern the contractual relationship between LUTISE and any natural or legal person wishing to use the services and services offered by LUTISE (hereinafter referred to as the "Customer").
Unless otherwise expressly agreed, the GTCs apply in full to any service or service performed by LUTISE.
In particular, the GTCs are also applicable to the provision of FOLLOW LAB software services, including the support and/or maintenance services of the FOLLOW LAB software.
The CGVs shall be brought to the attention of the Customer before any acceptance by the Customer of the services or services of LUTISE.
The fact that the Customer enters into a contract with LUTISE or accepts a quotation or purchase order leading to the delivery of one or more services or services implies the express and unreserved acceptance of the GTCs, which prevail over any general conditions of sale or purchase of the Customer, which the latter expressly acknowledges solely because of its acceptance.
The Customer is strongly committed, if necessary, to the respect of the Terms and Conditions by all its employees, servants and agents.
The fact that LUTISE does not avail itself at any time of any of these GTCs may not be construed as a waiver of entitlement to them at a later date.
LUTISE is free to modify, supplement or update the Terms and Conditions without notice, in particular to take account of regulatory, technical and/or judicial developments. Furthermore, LUTISE remains free to evolve its services without the Customer's prior agreement as this does not lead to any deterioration of the services provided.
Article 2 Definitions
Whenever they are used in these general terms and conditions of sale, including the description thereof, the annexes and titles, the terms used with an initial capitalization have the meaning defined herein (both in this article and in the body of the general terms and conditions of sale), without distinction as to whether they are used in singular, plural, infinitive or conjugated:
CGV Refers to these general terms and conditions of sale, including any annexes.
Client Refers to any natural or legal person acting in a professional capacity and having entered into a contract with LUTISE for the provision of services or services.
Contract means the contractual relationship between LUTISE and the Customer, as defined in Article 3 of the General Terms and Conditions. The terms of the quotations, purchase orders and GTCs shall, unless otherwise agreed, form part of the Contract.
Documents As defined in Article 8 of the GTC.
Personal data As defined in Article 10 of the GTC.
Intellectual property rights As defined in Article 8 of the GTC.
LIGHT Refers to LUTISE, the designation of which is given in the preamble to the GTC.
FOLLOW LAB / Software The management, supervision and support software that LUTISE holds all intellectual property rights and that can be made available to the Customer according to the offers.
Price Refers to the duty-free price of services and services made by LUTISE.
Regulation As defined in Article 10.
Article 3
LUTISE delivers tailor-made services and services, determined according to the technical needs of each Customer.
Accordingly, for each Customer, a tailor-made contract will be established by LUTISE, including any special conditions derogating from the GTC.
The Agreement is concluded only after:
- The signing of the Contract by LUTISE and the Customer;
- If applicable, as an exception to the above and subject to the express agreement of LUTISE, (i) by issuing a quotation expressly accepted by the Customer in writing, provided that the quotation has been accepted by the Customer before the end of its validity period or (ii) by issuing a purchase order by the Customer, provided that it has been accepted by LUTISE.
In addition to the above, the Contract may also be concluded directly between the Customer and LUTISE by signing each of them on the Contract.
Any signed contract, any order validated on quotation, accepted by LUTISE under the above conditions, is firm and final and engages the Customer irremediably.
Each Party undertakes to recognize a probative value equivalent to that of an original paper document to:
any electronic document exchanged between them;
any information exchanged between them through their electronic correspondence or communication tools made available to them on the services and/or more generally the Contract;
any computerised data stored relating to their pre-contractual relationship (check boxes, information made available to the Customer, Customer needs expressed, etc.) such as their contractual relationship (date and content of order processing emails, complaints issued, etc.);
faxes, copies of their pre-contractual relationship and when performing the Contract;
Customer login identifiers.
The Parties shall waive, unless there is evidence of computer fraud from the information systems used or voluntary human falsification, any impermissibility, inadmissibility or invalidity of evidence which would be reported by means of the aforementioned documents or information.
Article 4 - Time limits for execution
4.1. Services and services are performed by LUTISE under the temporal and material conditions provided for in the Contract.
LUTISE will make its best efforts to provide all its care in the performance of services and services within the required time limits, being clarified that the obligation imposed on LUTISE is an obligation of means.
In any event, the time limits for implementation are indicated in the Contract for information purposes. They can be modified by LUTISE, being clarified that LUTISE will make its best efforts to meet the deadlines indicated.
4.2. In no case shall the Customer have the right to transfer in any way his or her right to use services, or to copy, do reverse engineering, attempt to derive the source code, modify or use the services or machines or any part thereof outside the object for which they are intended and in the terms and conditions agreed to in the Contract.
4.3. In the presence of events such as strikes, lock-out, unpredictable events in the premises of LUTISE or its subcontractors, riots, pandemics, scrapping of an important part, interruption of production, late supply of raw material or elements necessary for the performance of the services, as well as in cases of force majeure - as usually recognised by the jurisprudence of the Court of Cassation - increasing the lead times, LUTISE will inform the Customer without delay without being held responsible for the delays in execution.
In addition, in the event of a change in circumstances that are unpredictable at the time of the conclusion of the Contract, in accordance with the provisions of article 1195 of the Civil Code, a Party which has not agreed to assume an excessively costly risk of performance may request a renegotiation of the contract from its contracting party.
Failure to comply with the above material and/or temporal conditions cannot establish any compensation in favour of the Customer at the expense of LUTISE. The Customer will only be able to terminate the Contract under the conditions set out in the article "Cancellation" of the Terms and Conditions.
4.4. The Customer is informed that as part of the services and services provided by LUTISE, LUTISE may have to work with independent providers and collaborators.
ARTICLE 5 Prices and terms of payment
5.1. Unless expressly stated otherwise, the Price shall be exclusive of taxes.
The price for each service and/or service is shown on the estimate and/or purchase order for the services and services and in any event in the Contract.
Any other tariff indication on any document is non-contractual.
The Price may be revised at any time by LUTISE depending on the change in economic conditions, except for quotations sent to the Customer and not expired and for orders already accepted by LUTISE.
5.2. The terms and conditions for the payment of the Price are set out in the Contract on LUTISE's quotations, purchase orders and invoices.
Unless otherwise agreed, the Software License Award is charged on a lump sum basis at the beginning of the mission.
Unless otherwise agreed in the Agreement, the Price of Facilities Services, Maintenance and any additional or specific services of the Customer shall be charged separately.
The Price is payable within thirty (30) days from the date of issue of the invoice.
In accordance with the provisions of Article 1344 of the Civil Code, the Customer is deemed to have been ordered to pay by the sole obligation.
Depending on the services or services selected, an advance payment may be requested by LUTISE.
Any other indication of the payment arrangements on any document is non-contractual.
5.3. Any unilateral compensation of the amount of any damage or non-performance or misperformance claimed by the Customer is prohibited.
Any delay in payment shall automatically entail, on the day following the settlement date appearing on the invoice, the payment of interest on late payment of an amount equivalent to three times the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation plus ten percentage points, as well as a flat-rate compensation for recovery costs in the amount of € 40, without prejudice to any compensation under ordinary law for any other damage resulting directly from that delay.
Any delay in payment shall also entail, without formalities, the termination of any other debt held by LUTISE which becomes immediately due.
In case of late payment, LUTISE has the right to suspend the Customer's access to the Software and more generally all its services and services until full payment. Any material in the hands of the Customer belonging to LUTISE may be recovered without delay by the latter.
Article 6 Duration of the Contract - Termination
6.1. The Contract concerning one-off services and/or services is firm and final and cannot be terminated or cancelled by the Customer. Any price stipulated in the Contract is due by the Customer.
Unless otherwise specified in the Contract, and in the absence of express termination by the Customer within the required time limits, the Contract is tacitly renewable for the same period.
6.2. In the case of an open-ended contract, termination of the contract may take place under the following conditions:
o The Contract may be terminated in full at any time by sending a registered letter with notice of receipt, subject to thirty (30) days' notice;
o The Contract may be terminated in full by sending a registered letter with notice of receipt, by each of the parties in the event that the other party fails to comply with any of its substantive contractual obligations, and provided that the defaulting party failed to remedy the breach in question within fifteen (15) days of the written notification of the non-defaulting party;
o The Contract may be terminated automatically, in the event that the Customer is the subject of a judicial reorganization or liquidation procedure, after being notified to the administrator, subject to the provisions of Article L. 621-28 of the Commercial Code. The Contract may also be terminated automatically in the event of cessation of activity, dissolution or amicable liquidation;
o The Contract shall be terminated automatically in the event that an event of force majeure, within the meaning of Article 1148 of the Civil Code and the interpretation thereof made by the French courts, would result in a delay in the provision of the Benefits by more than sixty (60) days. In the event of legal and/or administrative and/or regulatory constraints restricting professional activities due to a pandemic, including a health crisis related to the Covid-19, the Contract may be suspended by LUTISE for the duration of the maintenance of the restrictions;
o In the event of termination before the contract date of expiry of the Contract, and unless such termination results from a breach exclusively attributable to LUTISE's substantial contractual obligations, additional costs will be incurred by the Customer upon receipt of the corresponding invoice. These additional costs will include the cost of demobilizing and reassigning LUTISE personnel, as well as the cost of demobilizing equipment, equipment and possible subcontractors.
Article 7 Liability
7.1. The Customer is solely and exclusively responsible for the use of the Software, including the accesses that he authorizes his users.
With the exception of the obligation to make the Software available in return for payment of the Price, the obligations of LUTISE under the Contract are obligations of means.
7.2. In case of proven injury attributable to LUTISE, LUTISE is bound only by damages which could be provided for at the time of the conclusion of the Contract and which include only what is an immediate and direct continuation of non-performance within the meaning of Articles 1231-3 and 1231-4 of the Civil Code.
Such damages are strictly limited in accordance with the amounts set out below.
LUTISE's liability is limited to that incurred by the substitutes in connection with the operation entrusted to it. Where the limits of compensation for substitutes are not known, are non-existent or are not the result of mandatory provisions, they shall be deemed to be identical to those laid down below.
For all other damages, including in the case of personal liability of LUTISE and/or in the case of delay in delivery or implementation of the duly recognized services, the repair due by LUTISE is strictly limited to the installation price (not including duties, taxes and miscellaneous charges) or to that of the service or service causing the damage, the object of the Contract.
7.3. LUTISE may in no case be held liable for damages which would not result from a fault which it has allegedly committed and proved by the Customer, indirect damages, economic losses (including, in a non-limitative manner, loss of income, data, profits, contracts, commercial losses or expected savings) and any damage to image (negative effect on image or damage to reputation).
No liability shall be assumed by LUTISE, either expressly or implicitly, for the Customer's use of the services, Software, services and material provided by LUTISE to any third party.
LUTISE cannot accept any claim for any damage caused to any third party by such use. Any compensation for damage by ricochet is therefore excluded from the scope of the liability borne by LUTISE.
LUTISE will also not be liable to the Customer if the provision of the services provided for in the Contract is delayed or prevented by the Customer's failure to provide the means, access or information required.
Article 8 Ownership of Documents and Intellectual Property Rights
8.1. Any documents relating to the Software and the performance of the services, as well as any technical or commercial information provided in connection with an offer or an order, if any, by LUTISE to the Customer may not be reproduced, stored or communicated to third parties by the Customer without prior written authorization from the Provider, and shall remain the exclusive property of LUTISE, which may reproduce, retain and communicate them to third parties for its own purposes without the Customer being able to object to or claim any compensation, provided that such documents belonging to LUTISE do not contain confidential information from the Customer.
8.2. The Contract, regardless of the services or services to which it relates, including the Software, does not transfer or grant any intellectual property rights whatsoever to the Customer.
LUTISE remains the sole owner of all its intellectual property rights, including trademarks, patents, utility certificates, copyrights and any other industrial and/or intellectual property rights.
Article 9 Confidentiality
LUTISE and the Customer undertake to keep confidential the documents and information concerning them, whatever their nature, whether economic, technical or commercial, to which they may have had access during the performance of their respective obligations or in connection with the exchanges which took place prior to the conclusion of the contract, and in particular any commercial and financial proposal transmitted to the Customer.
LUTISE undertakes not to communicate to third parties other than its affiliates, partners or suppliers the information transmitted by the Customer.
Unless otherwise expressly agreed, the Customer agrees to be quoted by LUTISE as a customer of his services. To this end, the Customer authorizes LUTISE to mention his name and an objective description of the nature of the services in his lists of references and proposals to the attention of his prospects and his customers, interviews with third parties, reports of activity, as well as in case of legal, regulatory or accounting provisions requiring it.
Article 10
As part of the performance of the services and services, and in order to ensure the proper performance of its obligations under this heading, LUTISE is likely to process the personal data of the Customer, its employees, employees, agents, agents, agents, representatives, in particular social agents, or any natural or legal person responsible for representing him in his communications and exchanges of any kind with LUTISE (hereinafter the "Personal Data").
The controller is LUTISE, the designation of which is given in the preamble to the GTC. The Data Protection Officer (DPO) can be contacted at sebastien@followlab.io
The Customer's Personal Data is processed solely and exclusively for the proper performance of services and services and in accordance with the legal or regulatory obligations of LUTISE. Any third-party use is prohibited without the prior and express consent of the Customer.
LUTISE will ensure compliance with the provisions of Law No. 78-17 of 6 January 1978 on computer science, files and freedoms, as amended by Law No. 2004-801 of 6 August 2004 on the protection of natural persons with regard to the processing of Personal Data, as well as European Regulation No. 2016-679 from 25 May 2018 (hereinafter the "Regulation").
In accordance with the Regulation, LUTISE undertakes to process Personal Data in such a way as to ensure an appropriate level of security, including protection against unauthorized or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organisational measures.
Personal Data shall not be kept in a form which permits their identification beyond the necessary period of time in view of the purposes for which they are processed and the legal and regulatory requirements.
The Customer has the right of access, portability and rectification, opposition for legitimate reasons, limitation, and deletion, erasure of additional information on the processing of personal data concerning them by sending an email to the DPO.
Where the processing of a Personal Data is based on the consent of the Customer, the Customer has the right to withdraw his consent at any time.
The Customer is informed that he has the possibility to lodge a complaint with the supervisory authority.
Article 11 Cancellation of a clause
The provisions of the GTCs are distinct and autonomous from each other.
At any time, if one or more of these provisions becomes invalid, unlawful or inapplicable under any applicable law or decree or final judicial decision, the validity, legality and applicability of the remaining provisions shall not be affected, and the parties agree to substitute similar provisions which are not themselves invalid, illegal or inapplicable
Article 12 Applicable law and disputes
The GTCs are written in French and subject to French law.
Any dispute, which is not settled amicably between the parties within the period of one (1) month (unless the parties agree to a longer period), and relating to the validity, performance or interpretation of the Terms of Reference shall be subject to the jurisdiction of the Tribunal de Commerce de Lyon, including in the case of multiple defendants.