Terms of Use - Eudonet

Preambule

These Terms of Use for the Eudonet software provided in SaaS mode (the “Terms”) apply to every Client as of their effective date and replace any prior version.

Eudonet SAS, a simplified joint-stock company with share capital of €12,100,000, registered office at 11 Avenue Dubonnet, 92400 Courbevoie, France, registered with the RCS of Nanterre under no. 531 852 580.

Following a detailed presentation of the Software identified in the quotation and of the related documentation, the Client confirms having received all relevant information and verified that the Software is suitable for its needs. The Client remains responsible for having the required skills, sufficient bandwidth, and network access in line with Eudonet’s prerequisites, and for validating results produced.

1. Définition

Administrator: A User appointed by the Client, trained, responsible for managing rights and access, and holding administrative authorizations.
Defect: A reproducible malfunction of the Software, confirmed by Eudonet, preventing use in conformity with the Documentation.
Client: Any natural or legal person that has entered into a Contractual Set with Eudonet to access the Services and use the Software.
Agreement: The written contractual document executed by Eudonet and the Client in addition to the quotation/commercial proposal.
Purpose: The intended use and objectives for which the Software was designed. Documentation: The description of features and operating procedures of the Software, provided electronically (FR). Disruption: A difficulty accessing the Operating Platform recorded by Eudonet, which does not necessarily constitute a Defect.
Contractual Set: The quotation (and appendices), purchase order, the Agreement where applicable, and the applicable general and special terms (see section 3).
Add‑on: A functional option integrated into the Software at the Client’s request.
Software: Standard programs and Add‑ons with their documentation, delivered for a single intended use; includes the standard version at signature (excluding bespoke developments) and its updates. Operating Platform: Hardware, software, operating systems, databases and environment provided by the Client (intranet) or by Eudonet (SaaS).
Services: Services provided by Eudonet under the Contractual Set.
User: An individual authorized by the Client to access the Software.

2. Purpose

These Terms set out the rights and obligations of the Parties governing access to the Services and/or use of the Software. Any access or use constitutes full, irrevocable acceptance of the Terms.Activating an Add‑on implies acceptance of these Terms, of the maintenance provisions applicable to bespoke developments, and of the Add‑on’s specific conditions (available in the Administration area).

3. Contractual set – effective date – term – renewal

3.1. Document hierarchy (descending order)

Validated configuration sheets;
Functional specifications file (Eudonet product);
Approved Quality Assurance Plan (QAP);
Agreement; Signed Eudonet quotation/commercial proposal;
Applicable general terms.

The Client’s general terms and pre‑printed mentions (POs, invoices, letters) are not contractual. Any change requires a written amendment signed by duly authorized representatives.

3.2. Term – renewal

Unless stated otherwise, the Contractual Set is concluded for one year from the subscription invoice date and renews automatically for successive twelve month periods, unless terminated by registered mail with acknowledgment of receipt at least three months before the end of the then‑current term.

4. Software access

Access is provided via the Internet at the address communicated to the Client. The Client is solely responsible for its connection, ISP and any associated costs.

5. Operation, availability and maintenance

Because roles and access profiles are set by the Client, Eudonet is not liable for access made by a User or by any unauthorized third party. Any fraudulent use must be reported to Eudonet without delay by email and/or through the support centre.

Eudonet uses reasonable efforts to maintain service quality and to restore the Services in the event of an incident.

For technical reasons, temporary interruptions may occur, with four calendar days’ prior notice. Where feasible, maintenance is scheduled outside business hours (9:00 a.m. to 6:00 p.m., Eastern Time Toronto) and does not exceed four consecutive hours on Business Days. Routine operations (backups, updates) generally do not cause downtime.

Eudonet may enhance or modify Software features. Eudonet implements safeguards appropriate to the Operating Platform (physical and logical security applicable at the signature date) and to processing, transmission and backups.

6. Right of use

A right to use the Software is granted for the term of the Contractual Set, in accordance with these Terms and the Documentation, for the Client’s internal needs and within the agreed Purpose.

Prohibited uses include:

using the Software/Documentation to design, build or distribute any similar, equivalent or substitute software;
making the Software available to third parties (rental, transfer, lending, outsourcing, managed services) without Eudonet’s prior written consent;
running any processing not authorized by Eudonet.

7. Intellectual property

Eudonet holds the necessary rights. The usage right granted does not transfer any intellectual property rights. The Client shall refrain from any act that could infringe Eudonet’s rights.

8. Infringement warranty

If an infringement claim is brought in France, Eudonet may, at its discretion and expense:

replace or modify the Software;
obtain a licence permitting its use; provided the Client is current on its obligations, gives written notice of the claim within eight days by registered mail with acknowledgment of receipt, and cooperates in good faith with the defence conducted by Eudonet.

If no reasonable solution is available, Eudonet may terminate the Contractual Set and refund fees collected for the previous twelve months. This clause constitutes Eudonet’s entire liability for infringement matters.

9. Additional services

Out‑of‑scope items (subject to a separate quotation/agreement) include: consulting, training, end‑user assistance for non‑administrators (the “Serenity” offer), etc. These services are governed by the CGEPS.

10. Client cooperation

The Client agrees to:

consult the Documentation before submitting support requests;
provide information needed to diagnose and resolve Defects;
designate a competent, available contact;
grant, where required, Eudonet personnel access to its facilities;
administer its own equipment/applications/networks when not supplied by Eudonet.

11. Fees – basis and indexation

Initial fees are stated in the quotation. At each renewal, Eudonet applies an indexation based on the SYNTEC index variation, plus three points (with a +3% floor if the variation is negative).Fees may be adjusted to reflect economic conditions; any change is communicated at least four weeks before taking effect.

12. Invoicing and payment

Annual invoicing in advance. Payment net thirty (30) days, preferably by pre‑authorized debit.

In case of late payment, interest accrues automatically from the day after the due date at the European Central Bank refinancing rate + 10 points, plus a fixed recovery fee of €40 (without prejudice to additional recoverable costs).

If any balance remains unpaid thirty (30) days after a formal demand with no effect, Eudonet may suspend performance (including access) until full payment (principal, penalties, indicative reconnection fees of €800 excl. tax, interest). Suspension does not pause fee accrual.

No set‑off may be made without Eudonet’s written consent. Eudonet may allocate any partial payment at its discretion.
Amounts are exclusive of taxes. Applicable Canadian taxes (e.g., GST/HST where chargeable) and any withholding or deductions are borne by the Client (evidence of remittance to be provided where applicable).

13. Termination

13.1. Partial termination

Par LRAR 3 mois avant l’échéance ; la redevance est ajustée au prochain renouvellement.

13.2. Termination for cause

In the event of a material breach not remedied within thirty (30) days after a registered notice, the Contractual Set may be terminated by registered mail, with immediate suspension of access. Amounts already paid remain due and are non‑refundable.

14. Source code access

If Eudonet ceases operations, the Client may request access to source code for programs owned by Eudonet and deposited with the APP (Association for the Protection of Programs), subject to applicable law and deposit terms.

15. Liability

The Client and its Users comply with applicable laws (intellectual property, personal information, privacy, etc.). The Client remains responsible for content carried or hosted via the Platform, warrants rights in the hosted data, and shall not introduce unlawful content.

Upon a court order or where content is manifestly unlawful, Eudonet may remove or block access and will notify the Client. No compensation is owed; fees remain payable during any suspension. The Client will hold Eudonet harmless from consequences arising from such content.

15.1. Responsabilité d’Eudonet

Eudonet is not liable for indirect or consequential damages (loss of revenue or margin, clientele, orders, goodwill, data, etc.), nor in cases of force majeure or events beyond its control. Eudonet owes a duty of means.Measures in place include updated anti‑virus, redundancy, daily backups, and periodic restoration tests.If Eudonet’s liability is finally established, compensation is capped at the fees collected for the six months current at the time of the triggering event. These provisions survive judicial rescission. Pricing reflects this allocation of risk.

16. Acknowledgements

The Client acknowledges the characteristics and limits of the Internet: variable reliability, heterogeneous and potentially saturated networks, access restrictions, global reach, risks of diversion and possible intrusions despite password protection.

17. Technical protection measures

The Software may include technical tools (cookies or similar technologies) transmitting to Eudonet, via web service, identifying information (e.g., IP address) that may be used to combat counterfeiting and prevent unlawful or non‑compliant use.

18. Force majeure

In cases of force majeure, each Party’s obligations are suspended. If the event continues beyond one month, the Contractual Set may be terminated unless agreed otherwise.Events include, without limitation: telecommunications network outages, poor power quality, transport/supply disruptions, severe weather, epidemics, earthquakes, fires, storms, floods, water damage, governmental/legal measures, and changes in commercial practices.

19. Miscellaneous

19.1. Amendments

Eudonet may update these Terms; updates apply as soon as the Administrator is informed.

19.2. Confidentiality

Client data remains the Client’s property. Eudonet keeps it confidential, makes no copies except for technical/backup needs, and uses it only for statistical purposes or to perform the Agreement. The Client likewise keeps Eudonet’s documents and information confidential.

19.3. Waiver

Failure to exercise a right does not constitute a waiver. Any claim against Eudonet related to performance of the Agreement that is brought more than twelve months after the triggering event is inadmissible.

19.4. Assignment:

The Agreement is intuitu personae. No assignment, sub‑licence or transfer without Eudonet’s prior written consent.

19.5. Entire agreement

The Contractual Set constitutes the entire understanding between the Parties. Headings are for convenience only. No Client terms apply unless accepted in a supplementary order.

19.6. Severability

If any clause is void, the remainder remains in force; the Parties will agree on an equivalent replacement clause.

19.7. Reference use

Eudonet may cite the Client’s name and logo for Software promotion.

19.8. Trademarks

Eudonet, Eudonet x, Actedev, EUDO, Eudoweb, Eudo store, Netanswer, eudo touch, givexpert are registered trademarks of Eudonet. Any unauthorized use is prohibited.

19.9. Notifices

Sent to the contractual address by registered mail with acknowledgment of receipt; time periods run from the first presentation.

19.10. Non-sollicitation

The Client shall not hire Eudonet personnel involved in the Services during the term and for two years thereafter, failing which damages may be claimed.

19.11. Personal information

Processing performed by Eudonet as processor for the Client, as controller, is described in the attached data processing addendum (DPA) (GDPR compliance; reference to Québec’s Law 25 where applicable).

20. Governing law – jurisdiction

The Contractual Set is governed by French law. After attempting amicable settlement, any dispute falls within the exclusive jurisdiction of the Commercial Court of Nanterre (Hauts‑de‑Seine), notwithstanding multiple defendants or third‑party proceedings, including interim relief and payment orders.