Terms of Use - Eudonet

Preamble

These general terms of use of Eudonet software provided in SaaS mode (hereinafter the “Terms of Use” or “ToU”) apply to Customers as from their effective date and replace the previous version.

Eudonet SAS, a simplified joint-stock company with share capital of €12,100,000, having its registered office at 11 avenue Dubonnet, 92400 Courbevoie, registered with the Nanterre Trade and Companies Register under number 531 852 580.

After a detailed presentation of the Software identified in the quotation and its documentation, the Customer acknowledges having received all useful information and having ensured that it meets its needs. In particular, it is the Customer’s responsibility to have the skills, bandwidth and network access that comply with Eudonet’s prerequisites, and to verify the results obtained.

1. Definitions

Administrator: User designated by the Customer, trained, responsible for managing rights and access, and holding administration permissions.
Bug: A malfunction of the Software, reproducible by Eudonet, preventing its use in accordance with the Documentation.
Customer: Any natural or legal person that has entered into a Contractual Set with Eudonet to access the Services and use the Software.
Agreement: A written contractual document drawn up by Eudonet and the Customer in addition to the quotation/commercial proposal.
Purpose: The intended use/objective for which the Software was designed.
Documentation: Description of the Software’s features and usage, provided electronically (FR).
Service Disruption: Difficulty accessing the Operating Platform as observed by Eudonet, not necessarily constituting a Bug.
Contractual Set: The quotation (and appendices), purchase order, Agreement where applicable, and the applicable general and special terms (see Art. 3).
Extension: A functional option integrated into the Software at the Customer’s request.
Software: Standard programs and Extensions with their documentation, supplied for the same use; includes the standard version at signature (excluding specific developments) and its updates.
Operating Platform: Hardware, software, OS, databases and environment supplied by the Customer (intranet) or by Eudonet (SaaS).Services: Services provided by Eudonet under the Contractual Set.
User: A natural person designated by the Customer with access to the Software.

2. Purpose

The ToU set out the Parties’ rights and obligations for access to the Services and/or use of the Software. Any access or use constitutes irrevocable and unconditional acceptance of the ToU.Activating an Extension implies acceptance of these ToU, the maintenance provisions applicable to specific developments, and the specific terms of the Extension (available in the Administration area).

3. Contractual set – effective date – term – renewal

3.1. Order of precedence (highest to lowest)

Approved Configuration Sheets,
Functional Specifications File (Eudonet product),
Approved Quality Assurance Plan (QAP),
Agreement,
Signed Eudonet quotation / commercial proposal,
Applicable general terms.

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

3.2. Term – Renewal

Unless otherwise stated, the Contractual Set is concluded for one year from the subscription invoice date and is tacitly renewed for successive twelve month periods, unless terminated by registered letter with acknowledgment of receipt (LRAR) three months before the expiry date.

4. Conditions of access to the Software

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

5. Operation, availability and maintenance

As access credentials are set by the Customer, Eudonet is not responsible for access by a User or an undesignated third party. The Customer shall promptly inform Eudonet of any fraudulent use.

Eudonet implements the means at its disposal to ensure quality and restore the Services in the event of an incident.
For technical needs, Eudonet may temporarily interrupt the Services with four calendar days’ prior notice. Where possible, interruptions will occur outside business hours (9:00–18:00, Paris time) and will not exceed four consecutive hours on business days/hours. Routine operations (backups, updates) should not in principle cause any interruption.

Eudonet may enhance the Software’s features. Eudonet ensures protection of the Operating Platform (physical and logical security in force at signature), processing, transmissions and backups.

6. Right of use

The right to use the Software is granted for the term of the Contractual Set, in accordance with the ToU and the Documentation. Use must comply with the Purpose and is limited to the Customer’s own needs.

The following are prohibited (non‑exhaustive list):

Using the Software/Documentation to design, develop or distribute similar/equivalent/substitute software;
Making the Software available to third parties (leasing, assignment, lending, outsourcing) without Eudonet’s prior written consent;
Any processing not authorized by Eudonet.

7. Intellectual property

Eudonet holds the necessary rights. Granting a right of use does not entail any transfer of intellectual property. The Customer shall refrain from any act that infringes Eudonet’s rights (French Intellectual Property Code).

8. Infringement warranty

In the event of an allegation of infringement in France, Eudonet may, at its option and expense:

replace/modify the Software; or
obtain a license allowing its use, provided the Customer is up to date with its obligations, notifies the alleged action within eight (8) days by LRAR, and cooperates in good faith in the defense conducted by Eudonet.

If no measure is reasonably feasible, Eudonet may terminate the Contractual Set and reimburse the fees paid for the last twelve months. This clause constitutes Eudonet’s entire obligation regarding infringement.

9. Additional services

Outside the scope hereof (and subject to a separate quotation/contract) are: consulting, training, support for non‑administrator users (the “Serenity” offer), etc. These services are governed by the CGEPS (general terms for professional services).

10. Customer cooperation

The Customer undertakes to:

consult the Documentation before submitting any request,
provide information necessary to understand/resolve Bugs,
appoint a competent, available contact person,
facilitate Eudonet personnel access to its facilities if needed,
administer its equipment/applications/networks not supplied by Eudonet.

11. Fees – Principle and Adjustment

The initial fee is set in the quotation. At each renewal, Eudonet will adjust the fee by applying the variation of the SYNTEC index plus 3 points (with a floor of +3% if the variation is negative).
The fee may evolve in line with economic conditions; any change will be notified four (4) weeks before taking effect.

12. Invoicing and payment

Annual invoicing, in advance, payable within 30 days by direct debit.

In the event of late payment, interest (ECB refinancing rate + 10 points) accrues automatically, per day of delay, from the day after the due date, plus a fixed €40 recovery charge (additional recoverable costs beyond this).
If payment is not made within 30 days after an unsuccessful formal notice, Eudonet may suspend its obligations (including access) until full payment (principal, penalties, reinstatement costs indicatively €800 excl. VAT, interest). Suspension does not stop the fee from being due.
No set‑off without Eudonet’s prior written consent. Eudonet may allocate any partial payment at its discretion (derogation from Art. 1342‑10 French Civil Code).
Amounts are excluding taxes; any withholding/levies/taxes are payable by the Customer (proof of payment to be provided where applicable).

13. Termination

13.1. Partial termination

By LRAR 3 months before expiry; the fee is adjusted at the next renewal.

13.2. Termination for cause

Material breach not remedied within 30 days of LRAR: termination by LRAR, with immediate suspension of access. Amounts collected remain acquired.

14. Access to source code

If Eudonet ceases business, the Customer may request access to the source code of programs owned by Eudonet and deposited with APP (Association for the Protection of Programs), under applicable law.

15. Liability

The Customer and its Users shall comply with regulations (IP, personal data, privacy, etc.). The Customer controls the content passing through the Platform, warrants rights/authorities over hosted data and shall not include unlawful content.

Upon court order (LCEN) or if content is manifestly unlawful, Eudonet may remove/block access, informing the Customer. No compensation is due; fees remain payable during suspension. The Customer shall hold Eudonet harmless from any consequences related to such content.

15.1. Eudonet’s liability

Eudonet is not liable for any indirect loss (loss of revenue/profit/customers, orders, image, data, etc.), nor in cases of force majeure or events beyond its control. Obligation of means.Measures implemented: up‑to‑date antivirus, redundancy, daily backups, regular restore tests.If Eudonet’s liability is finally established by a definitive decision, compensation is limited to the amount of the fee received for the 6 months in progress at the time of the event giving rise to liability. These provisions survive judicial termination. The price reflects this allocation of risk.

16. Statements

The Customer acknowledges the characteristics and limits of the Internet (relative reliability, network heterogeneity and congestion, access restrictions, worldwide dissemination, risk of misappropriation, possible intrusions despite passwords, etc.).

17. Technical protection measures

Eudonet Software may include technical mechanisms (cookies/technologies) that transmit to Eudonet, via web service, identification information (e.g., IP), which may be used to combat counterfeiting and prevent unlawful/non‑compliant uses.

18. Force majeure

In the event of force majeure, the Parties’ obligations are suspended. If the event continues for more than one (1) month, the Contractual Set may be terminated (unless otherwise agreed).Events notably include: blockage/disruption of telecom networks, poor power quality, transportation/supply blockage, severe weather, epidemics, earthquakes, fires, storms, floods, water damage, governmental/legal restrictions, changes in sales modalities.

19. Miscellaneous

19.1. Amendments to the ToU

Eudonet may amend the ToU, which become applicable upon informing the Administrator.

19.2. Confidentiality

Customer data remains the Customer’s property. Eudonet keeps it confidential, makes no copies except for technical/backup needs, and uses it solely for statistical purposes or to perform the contract. Conversely, the Customer keeps confidential the documents and information regarding Eudonet’s services.

19.3. Waiver

Failure to exercise a right does not constitute a waiver. Any claim against Eudonet related to performance of the contract and brought more than 12 months after the event giving rise to it is inadmissible.

19.4. Assignment

The contract is intuitu personae. No assignment/sub‑license/transfer without Eudonet’s prior written consent.

19.5. Entire agreement

The Contractual Set constitutes the entire agreement between the Parties. Headings are for convenience only. No Customer terms are incorporated, except under an additional order accepted by Eudonet.

19.6. Severability

The nullity of any provision shall not affect the others; an equivalent replacement clause will be agreed.

19.7. Publicity reference

Eudonet may cite the Customer’s name and logo to promote the Software.

19.8. Trademarks

Eudonet, Eudonet x, Actedev, EUDO, Eudoweb, Eudo store, Netanswer, eudo touch, givexpert are registered trademarks of Eudonet. Any use without authorization is prohibited.

19.9. Notices

To the contractual address, by LRAR (registered letter with acknowledgment of receipt); time limits run from first presentation.

19.10. Non sollicitation

The Customer shall not hire Eudonet’s personnel involved in the services during the contract and for 2 years after its expiry, failing which damages will be due.

19.11. Personal data / DPA

Processing carried out by Eudonet as processor, on behalf of the Customer as controller, is described in the data processing addendum (DPA) attached hereto (GDPR / Law 25 compliance).

20. Governing law – jurisdiction

The Contractual Set is governed by French law. After an attempt at amicable resolution, exclusive jurisdiction is given to the Commercial Court of Nanterre (Hauts‑de‑Seine), notwithstanding multiple defendants or third‑party claims, including summary proceedings and orders for payment.