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GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE – TECLIB'

EFFECTIVE FROM 1 JULY 2026

These general terms and conditions of sale and service (hereinafter the 'GTC', 'GTS' or 'General Terms' or 'General Conditions') set out the terms under which TECLIB' (RCS 513 893 503, intra-Community VAT No. FR 605 138 935 03, registered office: 231 rue Saint-Honoré - 75001 PARIS - FRANCE) supplies the Product(s) and/or Service(s) marketed by TECLIB' to the Customer, who accepts them. These General Terms and Conditions take precedence over and are deemed to have been accepted, without reservation, in place of any document, in particular the Customer's general terms and conditions of sale and/or purchase, upon payment of the invoices issued by TECLIB'. Specific terms and conditions may apply solely to expressly mentioned Product(s) and/or Service(s). In such cases, the specific terms and conditions supplement these General Terms and Conditions and shall prevail in the event of any conflict with the General Terms and Conditions of Sale/General Terms and Conditions of Purchase.

GENERAL TERMS AND CONDITIONS OF SALE APPLICABLE TO ALL TECLIB' PRODUCTS AND SERVICES

ARTICLE 1 – DEFINITIONS

  • Party(ies): TECLIB' and/or the Customer, referred to individually as a 'Party' and collectively as the 'Parties';
  • Contract: These General Terms and Conditions of Sale and/or specific terms and conditions;
  • Notification(s): any communication taking place or required to take place between the Parties, pursuant to this Contract, and which must be made by registered letter with acknowledgement of receipt or by email where the registered office is not located in the same country;
  • Fault: a failure affecting the Client's IT service resulting in the unavailability or disruption of IT services. Faults are classified as critical, major or minor;
  • Blocking fault: A fault that prevents the full use of a feature and the continuation of processing by all users, or that is likely to compromise data integrity;
  • Major fault: A fault that prevents the partial use of a sub-feature;
  • Minor fault: A fault of a nature other than a blocking or major fault;
  • Dedicated hosting: hosting of one or more of the Client's websites or cloud instances on a server reserved exclusively for the Client;
  • Service Level Agreement ('SLA'): the package chosen by the Client as part of a corrective support or assistance support contract, which determines the response time and the level of commitment on the part of TECLIB';
  • Client: Any natural or legal person who has a contractual relationship with TECLIB' or who is registered to use the GLPI Network Cloud software, either free of charge or for a fee, in accordance with these terms;
  • Product and/or Service: Any type of SaaS product or service offered by TECLIB', in particular GLPI Network Cloud; open-source software, consultancy or training services, support and hosting for the solutions it offers;
  • Registration: An action carried out by a Customer, consisting of providing their contact details for the purpose of using one or more GLPI Network Cloud services, either free of charge or for a fee. Registration and use of the service are deemed equivalent to a service order.

ARTICLE 2 – PLACING ORDERS – EFFECTIVE DATE OF SERVICE PROVISION – DURATION

Orders, consisting of a purchase order signed by the Customer, become final upon signature and validation by TECLIB.

Once the order has become final, TECLIB cannot be held liable for any non-compliance arising from imprecise specifications. Consequently, any amendment to the order will only be taken into account following the signing of a new, specific purchase order and an adjustment to the price.

A final order may not be cancelled, unless agreed in writing by the Parties. Any sums or deposits paid shall automatically be retained by TECLIB and shall not be refundable, except in cases of force majeure.

A project may not be put on hold by the Client for more than one (1) month, unless otherwise agreed. Beyond this period, the commercial proposal and deadlines may be revised by TECLIB', as may any restart costs payable to TECLIB', unless otherwise agreed.

A project is deemed to be on hold, unequivocally, when TECLIB' is awaiting information from the Client or feedback on the requested tests.

The duration of the contract is specified in the Specific Terms and Conditions, quotation and/or purchase order.

ARTICLE 3 – THE CLIENT'S OBLIGATIONS AND ACCEPTANCE OF SERVICES

Within a maximum period of one (1) month from the date of order confirmation, the Client shall provide TECLIB' with the materials and information necessary for the performance of the Contract, exclusively in digital format. Failing this, TECLIB' may suspend the performance of its contractual obligations without incurring any contractual liability. Such suspension and its consequences shall be borne by the Client and shall not entail cancellation of the order and/or a refund of sums paid, which the Client unequivocally acknowledges and accepts.

A Service may consist of various batches and deliverables defined in advance by the Parties. Each deliverable shall serve as a validation and each batch shall serve as acceptance by the Client. Upon completion of each batch, the Client is responsible for carrying out the necessary tests to ensure compliance the Contract or the specifications document. In the absence of written notification from the Customer within one (1) month of the date of delivery of a phase or a deliverable, the Product(s) and/or Service(s) shall be deemed to comply with the order and no valid claim may be made.

ARTICLE 4 – PROVISION OF SERVICES

TECLIB reserves the right to modify, at any time, the specifications of its technical infrastructure and its choice of suppliers, whilst ensuring performance levels at least equivalent to those provided at the time the Contract was signed.

ARTICLE 5 – RATES – INVOICING – TERMS OF PAYMENT

Prices are those in force on the day the order is confirmed. Unless otherwise agreed between the Parties, they are quoted in EUROS and EXCLUDE TAX. Where applicable, they are subject to any taxes applicable on the date of invoicing. TECLIB' reserves the right to pass on immediately any new tax or increase in existing tax rates.

The Customer undertakes to inform TECLIB' of any change to their postal or bank details, or any other information necessary for the proper performance of the Contract.

Payment for the Services is due in advance, at the start of the month in which the Service is used. Any dispute regarding an invoice must be brought to TECLIB's attention, either by email or via the specific service dedicated to the Service in question (TECLIB' GLPI Network Cloud Support Service) or by written notice within fifteen (15) days of the invoice's issue date (or pro forma invoice). The date of receipt of the dispute is the date taken into account for any time limits. Failure to raise a dispute or to comply with this procedure shall constitute unequivocal acceptance of the invoice in question.

Invoices (and pro forma invoices/purchase orders) are available in the customer portal.

Failure to pay all or part of the invoice by the due date, unless otherwise agreed in writing, entitles TECLIB', without prior notice, to:

  • Demand immediate payment of all outstanding sums owed by the Customer;
  • Disqualify the Customer from subscribing to new services or renewing existing ones;
  • Suspend all current services, of any kind, without prejudice to TECLIB's right to terminate the Contract;
  • If, sixty (60) days after the invoice due date, the invoice remains unpaid, TECLIB' shall proceed with the complete deinstallation of the instance, as well as the archiving of the Customer's data for twenty-eight (28) days prior to its permanent deletion;
  • Cancel the delivery of orders and/or cancel any discounts granted;
  • Terminate the Contract on the grounds of the Customer's sole fault, without prejudice to any other rights available;

Unless otherwise stated on the order form, fixed-price Services shall be invoiced as follows:

  • Fifty per cent (50%) upon placing the order for amounts under ten thousand euros (€10,000), then fifty per cent (50%) upon delivery of the project;
  • Fixed-price services exceeding ten thousand euros (€10,000) are invoiced as follows:
    • Forty per cent (40%) upon placing the order;
    • Thirty per cent (30%) upon acceptance;
    • Thirty per cent (30%) upon going live.

Technical support services (on-site support) are invoiced as follows:

  • Either 50 per cent (50 per cent) upon placing the order, followed by monthly payments based on the time spent by the TECLIB' teams during the month;
  • Or, monthly based on the time spent by TECLIB' teams during the month.

The invoicing formula for technical support (time and materials) is set out in the quotation and/or purchase order.

Unless otherwise specified on the purchase order, 'Corrective Support', 'GLPI Network Subscription', 'Technical Support' services and partnership contracts are invoiced:

  • Annually, in full (100 per cent) upon receipt of the order, payable in arrears.

Payment terms may not exceed fifteen (15) days from the end of the month or thirty (30) days from the date the invoice is issued.

ARTICLE 6 – LATE PAYMENT PENALTIES

In the event of late payment of invoices, late payment penalties amounting to ten (10) times the statutory minimum rate shall apply to the total amount of the price including VAT, and these shall be automatically and automatically payable to TECLIB'. No further formalities are required. Consequently, TECLIB' may, at its discretion, declare the entire amount due immediately payable, without prejudice to any other existing action against the Customer.

A fixed compensation of forty (40) EUROS shall also be payable to TECLIB' pursuant to Article L. 441-10 of the French Commercial Code. Additional compensation may be claimed where the recovery costs exceed the amount of the fixed compensation in the event that the debt is recovered by a third party.

ARTICLE 7 – RETENTION OF TITLE

TECLIB' retains full and complete ownership of the Products and/or Services until full and actual payment of the price, including principal and ancillary costs. The transfer of the risks of loss and damage to the Products shall take place upon delivery and acceptance by the Customer, irrespective of whether full and actual payment of the price has been made. TECLIB' reserves the right to reclaim any unpaid Products in the event of insolvency proceedings. Any deposit paid by the Customer shall be retained as lump-sum compensation, without prejudice to any other actions that TECLIB' may be entitled to bring against the Customer in this regard.

ARTICLE 8 – NO SET-OFF

The Customer may not set off any penalties or compensation for late delivery or non-conformity of the Products and/or Services against the sums owed by the Customer.

ARTICLE 9 – REFERENCE TO THE CUSTOMER

The Customer authorizes TECLIB' to mention its name or company name and/or its trademarks, and, where applicable, the group to which it belongs, as a commercial reference on any medium or on any occasion for marketing and/or advertising purposes.

ARTICLE 10 – PROCEDURE FOR RESOLVING FAULTS

Faults are classified by TECLIB' according to their severity: blocking fault; major or minor. This classification determines the applicable Service Level.

Each intervention results in TECLIB' issuing a notification of the closure of the intervention via the request tracking portal. Unless the Customer lodges a complaint within ten (10) days of receiving this notification, the maintenance service is deemed to have been approved. Any reported fault that has been the subject of a maintenance operation which has not been approved cannot be dealt with without a new request being submitted.

ARTICLE 11 – INTEGRITY OF THE DELIVERED CODE

Any modification to the code or configuration by the Client may result in TECLIB' refusing to deal with any resulting requests or incidents.

ARTICLE 12 – PATCHES AND EXTENSIONS

Any enhancements, patches or extensions to the solution supplied by TECLIB' must be the subject of a request for enhancement submitted to TECLIB'. Any enhancements not carried out by TECLIB' may result in incidents not being supported. Such incidents are not subject to any agreed response times or workarounds that may have been provided for.

ARTICLE 13 – INTELLECTUAL PROPERTY RIGHTS

Unless expressly stipulated otherwise, neither Party grants the other Party any intellectual and/or industrial property rights, or any right of use, in particular in respect of trade names, trade marks and processes in any form whatsoever and of any nature whatsoever, including by licence, whether directly or indirectly, expressly or tacitly; each Party shall, moreover, remain the owner of its own intellectual property rights.

TECLIB' retains ownership of all intellectual property rights in the studies, drawings, designs, prototypes, etc., produced. The Customer shall refrain from any reproduction or exploitation of the said studies, drawings, designs and prototypes, etc., without the express, prior written authorisation of TECLIB'.

The Client warrants that it holds all intellectual property rights or the authorisations, assignments or licences for any rights relating to the products, in particular software, which may be made available to TECLIB' in the performance of its assignment. TECLIB' undertakes to use these elements of intellectual property solely for the purposes of fulfilling its obligations hereunder.

Throughout the term of the contract and including after the termination of the contractual relationship, TECLIB' retains ownership of all applications and all elements protected by copyright that have been created or used (even at the Client's request).

Unless otherwise specified in the Specific Terms and Conditions, applications developed by TECLIB' and delivered to the Client are distributed under an 'open-source' licence, the type of which is determined at the time of delivery; if no type is specified, the 'MIT' open-source licence applies to the distributed code.

Text of the licence ('YEAR' corresponds to the year of delivery): 'Copyright <YEAR> TECLIB''.

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the 'Software'), to deal with the Software without restriction, including, without limitation, the rights to use, copy, modify, merge, publish, distribute, sub-license and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED 'AS IS', WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

1 The MIT Licence: https://opensource.org/licenses/mit-license.php

ARTICLE 14 – PROCESSING OF PERSONAL DATA

TECLIB' processes personal data in accordance with Regulation (EU) 2016/679, as well as the amended Act No. 78-17 of 6 January 1978, known as the Data Protection Act (hereinafter the 'Applicable Data Protection Provisions'). Accordingly, pursuant to the Applicable Data Protection Provisions, TECLIB' is designated as the Data Processor and the Client as the Data Controller, unless otherwise stipulated herein or in any specific terms and conditions and/or specific agreement.

Data is processed in accordance with the instructions and purposes set out by the Client and duly specified by the latter. TECLIB' shall notify the Client of any data breach as soon as it becomes aware of it and shall cooperate with the Client in fulfilling its obligation to notify the administrative or judicial authorities, in accordance with the Applicable Provisions on Personal Data. The Client indemnifies TECLIB' against any claim, complaint or action brought by a natural person, or their representative, whose Data is processed in accordance with the contractual obligations binding the Client and TECLIB'. Furthermore, the Client undertakes to document in writing any instructions concerning the processing of Data.

TECLIB shall not sell, rent, transfer or grant access to the data to third parties without the Customer's prior consent, nor shall it transfer the data outside the territory of the European Union, the European Economic Area (EEA) and/or a third country that does not offer a level of protection equivalent to that existing within the European Union and/or the EEA, unless compelled to do so for a legitimate reason.

Data subjects have the right of access, rectification, erasure and data portability, as well as the right to object to processing on legitimate grounds. In the event of a request to exercise the above-mentioned rights being made to TECLIB', the latter shall immediately forward the request to the Data Controller, namely the Client. Data is retained for as long as is necessary to fulfil the purpose for which it is processed. TECLIB' undertakes, at the Client's discretion, to destroy or return the Data and to provide written confirmation that it will retain no copies thereof.

TECLIB's privacy policy is available on the website: https://glpi-network.cloud/fr/politique-de-confidentialite/

Any request concerning the exercise of the rights set out in this article should be addressed to the Data Controller or sent to: dpd@teclib.com.

ARTICLE 15 – CONFIDENTIALITY

The Parties undertake to treat as strictly confidential, and shall refrain from disclosing, any information, document, data, concept, development, trade secret or know-how of which they may become aware in the course of their commercial and/or contractual relations, or in connection with the purchase or use of a Product and/or Service, in particular the discounts granted by TECLIB', specific terms and conditions of the Products and/or Services, and any correspondence.

This confidentiality undertaking shall apply from the negotiation stage onwards, and shall remain in force for up to five (5) years from the expiry of the contractual relationship for any reason whatsoever. The Parties shall ensure that their staff and associates comply with this undertaking.

The Parties shall be released from this confidentiality obligation where required to do so pursuant to a court order, an injunction from an administrative authority or in accordance with applicable provisions.

ARTICLE 16 – ASSIGNMENT

The Client expressly undertakes not to transfer the Contract, whether for consideration or free of charge, nor to assign or sub-license it, in any capacity whatsoever, to any other natural or legal person, even in connection with the business, transfer of securities or changes of control, or the contribution of the business being operated to a company, all or part of the rights and obligations it holds under this Contract, without the prior written consent of TECLIB'.

ARTICLE 17 – INDEPENDENCE

The Parties shall carry out and shall continue to carry out their activities independently in the performance of this Agreement, and nothing herein shall be construed as creating a relationship of subordination or a de facto partnership. The Client acts as an independent entity and therefore assumes all risks arising from its business activities.

ARTICLE 18 – NON-SOLICITATION OF STAFF

The Parties hereby undertake and expressly agree not to solicit and/or employ, either directly or indirectly, their respective staff and/or associates involved in the performance of the work covered by this Agreement, even if the initiative comes from such staff and/or associates, without the prior consent of the other Party. The Parties undertake to ensure that this prohibition is applied to other companies within the group to which they belong. This prohibition shall remain in force for the entire duration of the contractual relationship and shall continue to apply for twelve (12) months following its termination, for whatever reason it may occur. In the event of a breach of this prohibition, the defaulting Party shall be required to pay immediately to the aggrieved Party, by way of a penalty clause, a lump-sum compensation equal to twelve (12) months' worth of the last gross monthly salary of the person approached or recruited, plus all costs incurred in recruiting a replacement.

ARTICLE 19 – DEFENCE OF NON-PERFORMANCE

The Parties acknowledge the application of Article 1219 of the French Civil Code. Consequently, either Party may refuse to perform its obligation, even where it is due, if the other Party fails to perform its own. The Party affected by the breach must give notice of its intention to invoke this Article.

ARTICLE 20 – FORCE MAJEURE

The Parties shall not be held liable if the non-performance or delay in the performance of their obligations arises from a force majeure event within the meaning of Article 1218 of the French Civil Code, such as a flood; earthquake or any other natural disaster; an epidemic or pandemic; a terrorist attack; civil war; war; a threat of war or preparations for war; armed conflict; nuclear, chemical or biological contamination; the collapse of buildings; fire; an explosion or accident involving fire; a cyber-attack; etc.

The Party affected by force majeure shall first notify the other Party, stating that it is unable to perform its obligations. The Party invoking force majeure shall bear all costs arising from the situation. Performance of the obligation shall be suspended for the duration of the force majeure event, provided that this does not exceed thirty (30) days. Beyond this period, the impediment shall be deemed permanent and this Agreement shall be terminated outright in accordance with the clause 'Termination due to force majeure'.

ARTICLE 21 – WARRANTY – TECLIB'S LIABILITY

The Customer is solely responsible for the choice of Products and/or Services and confirms that they have received advice and information regarding the conditions of use, capabilities and performance limits thereof. TECLIB' guarantees, in accordance with statutory provisions and as described in the catalogue or accompanying documentation, the Customer against any lack of conformity in the Products and/or Services delivered and/or supplied, as well as any latent defect arising from a design, manufacturing or supply fault affecting them, excluding any negligence or fault on the part of the Customer in their use, and rendering them unfit for their intended purpose.

Unless otherwise stated, the warranty referred to above is valid for one (1) month from the date of receipt of the Products and/or Services. TECLIB' shall rectify, at its sole expense and in accordance with appropriate arrangements agreed with the Customer, any defective Products and/or Services.

TECLIB' shall only be liable in the event of proven fault or negligence, and such liability is limited to direct losses, excluding any indirect losses of any kind whatsoever, such as, in particular, any loss of opportunity, loss of profit or loss of business. TECLIB' shall under no circumstances be held liable in the event of any delay or suspension of its obligations attributable to the Customer, or in the event of force majeure.

TECLIB's liability is, in any event, limited to the amount (excluding VAT) paid by the Customer.

ARTICLE 22 – TERMINATION OF THE CONTRACT

TECLIB' reserves the right to terminate the Contract unilaterally at any time if the Customer fails to fulfil their contractual or legal obligations. This Article shall be exercised by means of a Notice. The termination shall take effect fifteen (15) days after the date of receipt of the Notice.

Termination, for whatever reason, shall result in the debtor being obliged to pay all sums due immediately.

ARTICLE 23 – INVALIDITY – SEVERABILITY

In the event that any provision of this Agreement is deemed null and void, in any way and for any reason whatsoever, it shall be deemed not to have been written and shall not render the other provisions null and void, including any specific terms, which shall remain valid and continue to bind the Parties. The Parties may consult with a view to drawing up a new clause whose spirit and letter are as close as possible to those of the former clause, whilst the other provisions of the agreement shall remain in force.

Any forbearance or waiver by either Party in the performance of all or part of its obligations, regardless of its frequency or duration, shall not constitute a modification thereof, nor shall it give rise to any right whatsoever.

ARTICLE 24 – EXCLUSION

The Customer expressly waives the benefit of Articles 1221, 1222 and 1223 of the French Civil Code.

ARTICLE 25 – CUSTOMER'S ACCEPTANCE

These General Terms and Conditions are expressly agreed to and accepted by the Customer, who declares and acknowledges that they are fully aware of them and waives the right to rely on any conflicting document, in particular their own general terms and conditions of purchase, which shall not be enforceable against TECLIB', even if the latter was aware of them.

ARTICLE 26 – LANGUAGE – APPLICABLE LAW

These General Terms and Conditions of Sale and Services are governed exclusively by French law. They are drafted in French. Should they be translated into one or more languages, only the French text shall prevail in the event of a dispute.

ARTICLE 27 – DISPUTES

In the event of a dispute between the Parties arising from the performance or interpretation of these General Terms and Conditions of Sale and Service, the Parties agree that, before taking legal action, any claim shall be the subject of a Notice inviting an amicable settlement of the dispute.

In the absence of an amicable settlement within thirty (30) days of receipt of the Notice, all disputes to which this Contract and any agreements arising therefrom may give rise, concerning their validity, interpretation, performance, termination, consequences and repercussions, shall be submitted to the Paris Commercial Court.

SPECIFIC TERMS OF SERVICE EXCLUSIVE TO 'GLPI NETWORK CLOUD'

ARTICLE 28 – APPLICABILITY OF THE SPECIFIC TERMS OF SERVICE EXCLUSIVE TO 'GLPI NETWORK CLOUD'

The Customer expressly and unequivocally acknowledges that this chapter – Articles 28 to 47 – applies exclusively to the GLPI Network Cloud Service (hereinafter the GLPI Specific Terms). In the event of any conflict between one or more provisions contained in the General Terms and Conditions of Sale applicable to all Teclib' products and services and the GLPI Specific Terms, the latter shall prevail. Where a purchase order, if any, supplements these GLPI Specific Terms and Conditions, that purchase order shall take precedence over the General Terms and Conditions of Sale applicable to all Teclib' products and services and the GLPI Specific Terms and Conditions in the event of any conflict between one or more provisions.

ARTICLE 29 – DEFINITIONS APPLICABLE EXCLUSIVELY TO GLPI NETWORK CLOUD

Terms beginning with a capital letter, whether used in the singular or plural, shall be understood as follows:

  • Browser: Software used to navigate computer networks and their databases, in particular the Internet;
  • Client Administrator: A competent person who performs the administrative functions of GLPI Network Cloud;
  • Customer: Any natural or legal person registered to use the GLPI Network Cloud software, whether free of charge or for a fee, in accordance with the GTC/V;
  • Contract: Taken in its entirety, the Customer's registration on the GLPI Network Cloud websites and the associated online help resources for the purpose of using GLPI Network Cloud in accordance with the GTC/V;
  • GLPI Network Cloud: All services and software packages offered by GLPI Network Cloud that can be used by Clients via the Internet;
  • Hosting Provider: The company to which GLPI Network Cloud outsources the hosting of the GLPI Network Cloud infrastructure and the Customers' databases;
  • Username and password: The set of details comprising the username and password required for each User to log in to the GLPI Network Cloud platform;
  • Registration: The action carried out by a Customer, consisting of providing their contact details for the purpose of using one or more GLPI Network Cloud services, either free of charge or for a fee. Registration and use of the service are deemed equivalent to placing an order for the service;
  • User: The specific designation of a natural person using GLPI Network Cloud via a Username.

ARTICLE 30 – GLPI NETWORK CLOUD SERVICES

The GLPI Network Cloud Service provides GLPI Network instances accessible via the internet and a web browser. GLPI Network Cloud offers its Customers the option of paying only for the number of technician users created within their instance(s). In addition to making the software available, it also provides disk space so that each Customer can store and access their data. The size of this disk space is explicitly defined on the 'Pricing' page of the relevant GLPI Network Cloud websites.

Should the storage capacity be exceeded, the Customer will be invoiced in accordance with the current General Terms and Conditions and the rates published on the relevant GLPI Network Cloud websites (https://www.glpi-project.org/fr/) on the day the excess is reported.

GLPI Network Cloud may be modified (improvements or updates) without prior notice. TECLIB' reserves the right to cease providing a service and/or feature. In the latter case, paying Customers will be notified by all available means and will continue to have access to the service for the remainder of their contract term or will be given two (2) months' notice before access to the service is permanently suspended. Under no circumstances may GLPI Network Cloud be used to replace a Customer's business function. The recommendations provided by GLPI Network Cloud (regarding the use of the software) are for guidance only and must not be interpreted as recommendations concerning the organisation or management of the Customer's activities.

The use of the email notification feature on GLPI Network Cloud via the instance's test relay (not to be used in production) is limited by default to five hundred (500) outgoing emails per day. For unlimited use, the Customer must configure their own email relay instead (e.g. SMTP via Azure, Google, etc.).

ARTICLE 31 – ACCESS TO THE SERVICES

Access to the GLPI Network Cloud Services requires the Customer to register and accept these General Terms and Conditions and/or any specific terms and conditions.

For any order, a Customer Account must be created, and the Customer is solely responsible for keeping this account up to date.

The Service will be made available to the Customer once TECLIB' has activated the Customer Account. Unique links and login details will be sent by email to enable access to their instance(s).

TECLIB' may audit the use of the instances at any time. In the event of unreasonable use, in particular an excessive number of logins using the same credentials by multiple Users, additional charges may be applied and/or the Customer Account may be suspended, should the Customer refuse to comply.

The Customer acknowledges that the technologies used by GLPI Network Cloud are rooted in a complex field of information technology. Accordingly, TECLIB's commitment is an obligation of means to minimize, as far as possible, the impact on the duration and number of service interruptions caused by updates. It is the Customer's responsibility to protect themselves against such risks. TECLIB' shall not be held liable for any consequential damages the Customer may suffer as a result of the Services being unavailable. TECLIB' reserves the right to block on its servers any file imported by the Customer that may be deemed technically incompatible with the servers or detrimental to their performance.

When registering and opening a Customer Account, a unique username is created. However, the Customer may create additional usernames to grant other users access to the services, including access to their data. The Customer Account administrator may create and delete these at any time.

The creation or deletion of additional user IDs does not alter the registration details or the contract period. An unlimited number of additional user IDs may be created. However, the use of the Service by all users created will be invoiced in accordance with the rates in force on the GLPI Network Cloud websites. The Customer is responsible for ensuring that its Users are aware that the Services are subscribed to on a paid basis.

Only the Customer and TECLIB' are authorized to amend registration details, subscriptions to other Services and/or the cancellation of existing ones. Changes to registration may result in a change to the amount charged to the Customer monthly for the Services.

Cancellation of all registrations by the Customer constitutes termination of the Contract. In such a case, all outstanding and unpaid invoices are subject to full and immediate payment.

In any event, the cancellation of all subscriptions must comply with the provisions of the section 'Termination of the Contract by the Customer' in these GLPI Specific Terms and Conditions. The data will, however, remain on the GLPI Network Cloud servers for a period of twenty-eight (28) days to allow for any withdrawal of the termination or termination in error on the part of the Customer.

ARTICLE 32 – PRICES

Prices are set out on the website referred to in the article 'GLPI Network Cloud Services' of these GLPI Specific Terms and Conditions, and may be amended at TECLIB's discretion at any time and without notice. They come into effect for new Customers upon registration and for existing Customers upon publication.

TECLIB' reserves the right to offer promotional deals valid for a specific period; outside of these periods, such offers shall not be construed as forming part of its pricing structure.

Prices are quoted in EUROS (EUR); exclusive of tax (excl. VAT) and, where applicable, subject to the addition of any taxes applicable on the date of invoicing. In the event of an increase in tax rates and/or the introduction of a new tax, TECLIB' reserves the right to pass on such increases automatically and without the Customer's consent being required, which the Customer expressly and unreservedly accepts.

Payment for the Services is due in advance at the start of the month in which the Service is used. Unless a written request is made, giving fifteen (15) calendar days' notice and accepted in writing by TECLIB', failure to pay all or part of any invoice by its due date shall, in addition and without prejudice to any other legal remedies available to TECLIB', and without prior notice, result in:

  • Demand immediate payment of all outstanding sums owed by the Customer, regardless of the agreed method of payment;
  • Suspend all current services, in accordance with the provisions relating to the defense of non-performance (Articles 1219 and 1220 of the French Civil Code), without prejudice to TECLIB's right to terminate the Contract on the grounds of the Customer's breach;
  • Bar the Customer from subscribing to new services or renewing existing ones;
  • Suspend the Customer Account within fifteen (15) calendar days of the due date of any outstanding payments;
  • If, ninety (90) days after the due date of the outstanding invoice, the invoice has still not been settled, TECLIB' shall proceed with the complete deinstallation of the instance, as well as the archiving of the Customer's data for twenty-eight (28) days prior to its permanent deletion.

ARTICLE 33 – INVOICING

TECLIB' will issue an invoice based on the Services subscribed to and their usage.

Any dispute concerning the invoice or the nature of the services must be brought to the attention (Notification) of TECLIB' via the GLPI Network Cloud support service and by registered letter with acknowledgement of receipt within fifteen (15) calendar days of the invoice (or final invoice) being issued. It is specified that these time limits begin to run from the date the invoice is issued. Failure to provide such a Notification shall constitute acceptance of the invoice by the Customer.

Payment of invoices shall be made:

  • By credit card upon receipt of the independent GLPI Network Cloud Customer Portal;
  • By direct debit from a credit card: where the Customer has authorized TECLIB's secure payment processing partner to store their payment details. The Customer also agrees to have their credit card debited monthly based on the number of technical users (Standard Interface profile);
  • By bank transfer or other methods provided for in the contractual arrangements the Customer has with one of the partners.

All invoices (pro forma, purchase order or other) are payable within ten (10) calendar days, unless otherwise agreed in writing between the Parties.

The Customer is responsible for keeping their bank and/or postal details up to date, in order to ensure the continuity, proper performance and operation of the Services provided by TECLIB'.

ARTICLE 34 – GLPI NETWORK CLOUD WARRANTIES

TECLIB' does not guarantee the performance of the Services in its Public offering. The GLPI Network Cloud Software made available to the Customer is provided 'as is', meaning that it has not been specifically adapted for any particular purpose. The standard versions of the Software do not meet specific requirements. In this case, the Customer is responsible for verifying, on the one hand, that the Public offering meets their actual needs and, on the other hand, for taking all necessary precautions.

TECLIB' does not guarantee that the Service will be free from faults or errors, or that any fault or error will be corrected, that the Service will operate without interruption or failure, or that it is compatible with any particular hardware or configuration other than that expressly specified by TECLIB'.

ARTICLE 35 – OBLIGATIONS OF GLPI NETWORK CLOUD

The Customer acknowledges that the Services provided are based on complex information technologies.

As the Software used on the server platform operates within a particularly complex IT domain, and given the current state of knowledge, it cannot be tested or proven through experience to cover all possible uses. Consequently, the Customer accepts the risk that the server platform may be imperfect or unavailable, as well as the nature of Teclib's contractual commitment, namely that it is on a best-efforts basis.

Consequently, TECLIB undertakes to take all possible measures to provide a high-quality Service, in line with industry best practice and the state of the art.

TECLIB' shall endeavour, on the basis of its best-efforts commitment, to provide access 24 hours a day, 7 days a week throughout the year, except in cases of force majeure, in the event of a failure on the part of the hosting provider, or where maintenance is necessary for the proper functioning of the Services and equipment. TECLIB' takes all possible measures to provide sufficient quality of access to keep pace with changes in Customer Service traffic.

The service may be interrupted for updates, which shall not exceed two (2) per month.

Where absolutely necessary, the Service may be interrupted for technical maintenance or improvements to ensure its proper functioning. The interruption may take place at any time and for as long as is necessary to resolve the problem identified and characterized as 'absolutely essential'. TECLIB' shall not be liable for any direct and/or indirect losses arising from such interruptions for Customers and Users of the Public Offer.

TECLIB' undertakes to take all reasonable precautions to ensure the physical protection of data. However, TECLIB' shall not be liable for any loss of data deliberately deleted by the Customer.

ARTICLE 36 – LIABILITY IN RELATION TO THE GLPI NETWORK CLOUD SERVICE

TECLIB' shall not be held liable for any direct and/or indirect loss of any kind whatsoever suffered by the Customer or a third party as a result of:

  • The use of data accessible via the Internet;
  • A failure caused by the Customer's incorrect use of the Service;
  • The unavailability or malfunction of a Service, whatever the cause;
  • And, in general, resulting from the use of a Service.

TECLIB' strongly recommends taking out insurance covering this type of risk, regardless of the Package chosen by the Customer, namely the Public or Paid Package. Customers and Users of GLPI Network Cloud unequivocally release TECLIB', its subcontractors and partners from all liability by accepting this clause.

In any event, TECLIB's liability shall not exceed the pre-tax amount of the services invoiced for the relevant Product or Service, whether for direct or indirect damages of any kind whatsoever, such as loss of profit, commercial or financial loss, loss of opportunity, loss of profit and/or loss of business, or an order to pay damages resulting from a claim or proceedings brought by a third party.

TECLIB' shall not be held liable for:

  • Viruses infecting the Customer's data or software, the Customer being responsible for protecting themselves against viruses;
  • Malicious intrusion by third parties into the Services subscribed to by the Customer, despite reasonable security measures having been put in place by TECLIB';
  • Illegal and/or fraudulent use of usernames, passwords, PINs or any confidential information that may affect the Customer.

The Customer is solely responsible for the Services subscribed to, the content of the information and files transmitted, distributed or collected, their use and their updating. Furthermore, the Customer is responsible for the data they transfer and which is made available to all authorised Customer Administrators and Users within GLPI Network Cloud. This article is unequivocally accepted by the Customer regardless of their chosen status. The Customer declares that they are fully aware of the risks and limitations associated with using the Internet.

ARTICLE 37 – THE CUSTOMER'S OBLIGATIONS

The use of the Service for the purposes of sending spam is expressly prohibited.

The Customer undertakes to inform TECLIB' within forty-eight (48) hours of any change in their circumstances that may affect the performance of this Contract and within twenty-four (24) hours of any loss of a password.

The Customer undertakes to comply with all applicable legal and regulatory provisions, in particular those relating to information technology, data files, data confidentiality and intellectual property, as well as the rights of third parties, and in particular to make all necessary declarations to the data protection authorities, notably in accordance with the regulations in force in their country of residence relating to the protection of personal data. The Customer is therefore solely responsible for the use and processing of the data they publish and access via the GLPI Network Cloud websites and their subdomains.

The Customer must use the GLPI Network Cloud Software in accordance with the specifications set out in these GTC, the Software's online help and/or the technical documentation provided by TECLIB'.

The Customer acknowledges that they have verified that the Service is suitable for their needs and that they have received all the necessary information and advice from TECLIB' to enter into this Contract under all circumstances. Furthermore, the Customer acknowledges that they have been fully informed of the scope of their contractual obligations.

ARTICLE 38 – RENEWAL

The Contract comes into effect on the day the Customer registers on the GLPI Network Cloud websites. The Contract shall be automatically renewed upon payment of the previous invoice.

ARTICLE 39 – RIGHT TO MAKE A COMPLAINT

Any complaint and/or dispute raised by the Customer in relation to paid plans (Public or Private) must be submitted no later than forty-eight (48) hours after the incident in question; failing this, the right to make a complaint and/or raise a dispute shall lapse.

Customers with a Public plan during the free trial period are not entitled to any support services.

ARTICLE 40 – TERMINATION OF THE CONTRACT BY THE CUSTOMER

The Customer has the right to terminate the Contract in accordance with the following two procedures:

  • Regardless of the method chosen, the Customer must give one (1) month's notice prior to the end date and/or renewal date;
  • Subject to compliance with the notice period mentioned above, the right of termination may be exercised via the interface provided for this purpose in the GLPI Network Cloud Customer Portal;
  • Or, subject to compliance with the notice period mentioned above, by sending a registered letter with acknowledgement of receipt to TECLIB's registered office (231 rue Saint-Honoré, 75001, Paris – France).

In any event, unless otherwise agreed, any outstanding amounts due for the remaining period of the annual contract must be paid. If a payment made by the Customer is rejected, TECLIB is entitled to treat this as the Customer having terminated the contract on the payment due date. In such a case, TECLIB' may, at its discretion, decide to suspend the Customer Account within fifteen (15) days of the due date of the outstanding payments.

If, sixty (60) days after the due date of the outstanding invoice, the invoice has still not been settled, TECLIB' shall proceed with the complete uninstallation of the instance, as well as the archiving of the Customer's data for twenty-eight (28) days prior to its permanent deletion.

Any sums due for services relating to the use of GLPI Network Cloud Products and Services shall remain payable and must be settled by the Customer within fifteen (15) days of the date of termination of the Contract.

ARTICLE 41 – COMMUNICATIONS

For all exchanges of information by email between the Customer and TECLIB' (GLPI Network Cloud Service), the date and time recorded by the GLPI Network Cloud server shall be deemed definitive, namely those corresponding to the UTC/GMT +1 hour time zone (Paris). This information shall be retained by TECLIB' for the entire duration of the contractual relationship with the Customer.

ARTICLE 42 – DATA PROTECTION

Client information (email address, password, Client account and, where applicable, company name, contact's first name and surname, address, postcode, country and VAT number) is stored following registration. This information is used to invoice the service, should you have opted for the Paid Plan.

The Paid Plan also involves the storage of the following information:

  • SEPA Direct Debit authorisation, if the Customer has chosen to make a SEPA payment;
  • The last 4 digits of the credit card, should the Customer have chosen to pay by credit card.

Full credit card details are stored by Stripe (the world leader in online payments). TECLIB' therefore has no knowledge of these details.

ARTICLE 43 – DATA STORAGE AND BACKUPS

The data collected is stored in a database. The password is not stored, but to enable validation of your login to your account, TECLIB' stores a digital hash of this password, generated by the non-reversible SHA256 encryption algorithm.

Once the paid subscription has been taken out, a daily backup is performed and stored on independent storage drives hosted by OVH in Europe (France). Only the last thirty (30) days' data is retained.

ARTICLE 44 – DATA PROCESSORS

Our services rely on the following data processors and services:

  • Server host: OVH. These servers are hosted in Europe (France). No customer information is disclosed to this data processor, which provides only the hardware and network infrastructure; installation and operation are carried out directly by us;
  • The Stripe online payment service: used to ensure regular subscription payments. When you enter your credit card details, they are sent directly to Stripe when you enter the number to make the payment (this means that TECLIB' has no knowledge of the credit card details provided. Stripe only provides us with the last 4 digits, which enables us to identify and analyse payment issues);
  • The Sendgrid email relay service: used to relay GLPI email notifications when 'PHP' mode (the default) is used and the Customer does not specify their own SMTP server in the GLPI configuration.

ARTICLE 45 – SOFTWARE PROTECTION

The GLPI Network Cloud Services run on Linux Ubuntu systems and software. They receive regular security updates as and when the operating system publisher (Ubuntu Canonical) releases them. The Services are accessible only via HTTPS (encrypted HTTP), encrypted using SHA256 certificates.

Our technical platform is protected by various state-of-the-art IT security measures: firewalls, blocking tools, detection of spam-sending systems and DDoS protection, as well as anti-injection and anti-XSS software protection for the software used in the customer portal and provided to Users. These software components are tested automatically using PHP-Unit and Travis-CI tools.

ARTICLE 46 – GENERAL PROVISIONS

These GLPI Specific Terms and Conditions supersede all previous offers and agreements relating to the same subject matter at the time of the Customer's registration, unless otherwise specifically agreed in writing between the Parties. The Customer unequivocally waives its general terms and conditions of purchase and acknowledges that, in the event of any conflict with any other document, these GLPI Specific Terms shall prevail in accordance with the article 'Applicability of the Exclusive Specific Terms of Service'.

ARTICLE 47 – GOVERNING LAW – LANGUAGE – JURISDICTION

These GLPI Specific Terms and Conditions are governed exclusively by French law. They are drafted in the French language. Should they be translated into one or more languages, only the French text shall prevail in the event of a dispute.

In the event of a dispute between the Parties arising from the performance or interpretation of these GLPI Specific Terms and Conditions, the Parties agree that, before taking legal action, any claim shall be the subject of a Notice inviting an amicable settlement of the dispute.

In the absence of an amicable settlement within thirty (30) days of receipt of the Notice, all disputes to which this Contract and any agreements arising therefrom may give rise, concerning their validity, interpretation, performance, termination, consequences and repercussions, shall be submitted to the Commercial Court of Paris.

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