Article 1. Purpose
These terms govern all contractual and pre-contractual business relations between Avenir Systèmes and its professional customers. They prevail over conflicting purchasing terms. An order implies acceptance; exceptions require prior written approval. Services may be subcontracted.
Article 2. Formation and effective date
Only written documents approved by the Provider form the Contract. Customer orders are firm. Amendments require both parties’ written agreement. A signed quotation binds the Customer; the Provider is bound upon confirmation or commencement.
Article 3. Prices and payment
Prices are stated excluding tax in euros. Subscriptions are adjusted each January using the SYNTEC index and formula P = Po × S / So. Unless agreed otherwise, invoices are payable on receipt without discount. Late payment bears interest at three times the statutory rate. Default may lead to suspension, termination and immediate payment.
Article 4. Deadlines
Dates are indicative. Delay does not justify cancellation, postponement, price reduction, penalties or damages.
Article 5. Customer obligations and liability
The Customer supplies accurate information, rights, authorisations and insurance, safeguards data, holds valid licences and remains responsible for equipment, content, credentials and use. Breach may result in suspension while charges continue.
Article 6. Provider obligations and liability
The Provider uses appropriate human and technical resources under an obligation of reasonable endeavours. It excludes liability for indirect loss, data loss, incompatibility, malicious intrusion and failures of third-party networks or energy. Aggregate liability is capped at 30% of the relevant net price.
Article 7. Invalidity and contract amendments
Technical changes are permitted if price and quality remain unaffected. Invalid provisions do not invalidate the rest; amendments must be written and signed.
Article 8. Retention of title
Ownership of supplied equipment and software remains with the Provider until full payment. Unpaid items may be recovered at the Customer’s expense; software is licensed for use only.
Article 9. Intellectual property
The Customer warrants that its order and materials do not infringe third-party rights. Unless expressly agreed otherwise, creative rights remain with the Provider.
Article 10. Provider warranty
Manufacturing or material defects must be notified by registered letter within five days. The remedy is replacement only. Hidden-defect warranty is excluded and liability is capped at 30% of paid services.
Article 11. Subcontracting
The Provider may subcontract any service while remaining the Customer’s sole contact.
Article 12. Personal data
Personal data is processed under applicable EU and French law, retained only for service, consented processing and legal periods, and shared with authorised personnel and protected partners. Marketing objections are free. Service calls may be recorded for up to six months.
Article 13. Commercial reference
The Provider may name the Customer and present completed services as commercial references for demonstration purposes.
Article 14. Suspension and termination
Services may be suspended for breach, non-payment, unlawful conduct or disruption. Termination may follow false statements, uncured breach, non-payment or insolvency. Force majeure lasting over one month permits termination. Equipment must be returned within 21 days.
Article 15. Confidentiality
Both parties must protect confidential information accessed during their contractual relationship.
Article 16. Assignment
The Provider may transfer its rights and obligations. The Customer requires prior written consent to do so.
Article 17. Severability
If a provision is invalid, all remaining provisions continue in force.
Article 18. Addresses for service
Each party elects domicile at its registered office for performance of the Contract.
Article 19. Applicable law and jurisdiction
French law applies. Failing amicable settlement, the Paris Commercial Court has exclusive jurisdiction, including urgent proceedings and payment-order disputes.