Terms & Conditions

1. Preamble

The present contract defines the General Conditions under which the company Dédicace Software, SAS with a capital of 10,000 euros (“DEDICACE SOFTWARE”), incorporated under French law, whose registered office is located at 4, route de la Côte à Bournet, 16440 MOUTHIERS SUR BOEME, registered with the Registre du Commerce et des Sociétés d’Angoulême under number B 531 466 167 (VAT: FR 07 531 466 167) undertakes to carry out for “the Customer” the IT sales and services described in the Special Conditions.

“DEDICACE SOFTWARE” sells IT equipment and provides IT services.

These General Terms and Conditions are intended to govern all sales of products and services by “DEDICACE SOFTWARE”.

Any order placed with “DEDICACE SOFTWARE” implies unreserved acceptance of these General Terms and Conditions, notwithstanding any clause to the contrary that may appear in the “Customer’s” documents.

They apply in their entirety from December 13, 2022, superseding all previous versions.

They are inseparable from the current price list.

They take precedence over any general terms and conditions of purchase or any other document issued by the customer, whatever their terms.

All other conditions emanating from the Customer, provided that they are not in contradiction with the present, will only be valid if they have been accepted by “DEDICACE SOFTWARE”, in a prior and express manner.

The fact that “DEDICACE SOFTWARE” does not implement one or other of the clauses established in its favor in the present General Conditions, cannot be interpreted as a renunciation on its part to take advantage of it, nor as a modification of the contract.

“DEDICACE SOFTWARE reserves the right to adapt or modify these General Terms and Conditions of Sale and Service at any time. Consequently, “DEDICACE SOFTWARE” invites the Customer to consult the General Terms and Conditions of Sale and Service before placing any new order.

The General Terms and Conditions of Sale and Service in force at the time will be applicable to all orders placed from the time they are placed online.

The General Terms and Conditions are available at any time on the “DEDICACE SOFTWARE” website, at the following address: https: //www.dedisoft.com/cgv

2. Definitions

The definitions below have the same meaning whether used in the singular or plural.

“Service” means any service offered by “DEDICACE SOFTWARE”, including consulting, service and troubleshooting as defined below.

“Customer” refers to all customers, professionals, companies, associations, etc. who purchase Products or order Services from “DEDICACE SOFTWARE”.

“Consulting” refers to assistance, advice, training and support related to the use, migration or choice of the information system.

“Troubleshooting” means the maintenance, assistance, repair and restoration carried out in order to restore the information system to operating conditions recognized as suitable by the parties.

“Product” means any product or material purchased from DEDICACE SOFTWARE by the Customer.

“Service” refers to outsourcing, supervision, expertise, analysis, security and auditing of the information system in order to optimize, stabilize and ensure the reliability of the information system.

3. Code of ethics

Any intervention, sale or other action carried out by “DEDICACE SOFTWARE” must comply with the company’s code of ethics.

The charter declares :

“DEDICACE SOFTWARE has chosen an ethical policy that respects moral values and human dignity.

In doing so, ” DEDICACE SOFTWARE ” will only accept the hosting or maintenance of data respecting the following limitations: Any content deemed offensive (content of a discriminatory, racist or xenophobic, revisionist or negationist nature, defamatory, violent or inciting to violence, likely to shock the sensibilities of the youngest, abusive or commonly considered vulgar, offensive, contrary to public decency or public order, offensive with regard to religious practices or beliefs, obscene, pornographic or pedophilic in nature) is prohibited.

More generally, any content in violation of intellectual property rights and copyright (texts, images, videos, trade secrets, internal or confidential information, etc.), or of current laws and regulations, is also prohibited on our servers.

Each customer, whose website (or other application) is installed on a server hosted or managed by “DEDICACE SOFTWARE”, must ensure that the site (or other application) respects these values. In addition, each customer must ensure that no visitor can include comments, blogs, opinions contrary to the following limits:

Absence of racially offensive comments;
No abusive or vulgar language;
No language offensive to religious practices or beliefs;
No revisionist content;
No pornographic or pedophilic content;

Furthermore, for reasons of strict neutrality, no content of a political, philosophical or religious nature will be managed by “DEDICACE SOFTWARE”.

Failure to comply with this code of conduct will result in :

In the case of hosting provided by “DEDICACE SOFTWARE”: immediate cessation of hosting services provided for the customer concerned on the server concerned, as long as the content does not comply with our charter;
In any other case, no intervention of ” DEDICACE SOFTWARE ” will be possible as long as the contents are not in agreement with our charter;

3.1 Details on the application of the Code of Ethics

In accordance with the values described in article 3 above, the application of the deontological charter implies the systematic and categorical refusal of any link with the following contents:

Hate speech, harassment, insults, threats, defamatory content against individuals, groups or states.
Suggestive, provocative or explicit adult content.
Unfounded, unverifiable, misleading or ambiguous information.
Dishonest or abusive activities or content.
Religious content, clairvoyance, astrology, occultism, etc.
Games of chance and gambling, as well as any game that causes addiction or dependence.
Weapons in general, war, revolt, demonstration.
Drugs, tobacco and all products that pose a threat to health.
Dating sites, libertarianism, swingers or other.

4. Control

4.1 Ordering

For services over 100 euros, “DEDICACE SOFTWARE” may request a deposit from the “Customer” before the service is rendered. This deposit shall not exceed 33% of the price of the service.

All services performed require an order form, signed and validated by the “Customer” and “DEDICACE SOFTWARE”. The “Customer” acknowledges that the order form must contain a complete and precise description of the tasks to be performed.

All purchase orders for services must be signed and returned to “DEDICACE SOFTWARE” at least seven clear days before the date of application of the purchase order.

If this deadline is not respected by the “Customer”, the “Customer” acknowledges the right of “DEDICACE SOFTWARE” to refuse the intervention, to modify the date of application and to inform the “Customer” of this by mail or e-mail, or to stagger the service to be carried out if this is possible according to the availability of “DEDICACE SOFTWARE” (the “Customer” being informed by mail or e-mail). Furthermore, the “Customer” acknowledges that exceptional management fees may be invoiced, in accordance with the rates indicated on the signed order form.

All services will only begin after receipt of the quotation or order form, dated and signed by the “Customer” and marked “Good for agreement”.

By clicking on “Accept”, the “Customer” acknowledges unreserved acceptance of the contents of the quotation and the applicable General Terms and Conditions of Sale, and declares that he/she has read them.

In any event, orders become final and binding “DEDICACE SOFTWARE” when their acceptance has been confirmed in writing by “DEDICACE SOFTWARE”, and in the terms of such acceptance.

Any service not indicated on the order form will not be carried out.

Unless otherwise expressly indicated on the quotation, all purchase orders are valid for 1 month.

4.2 Cancellation, withdrawal, complaints

For consumer customers, in the case of distance selling, in accordance with articles L121-16 and L121-20 of the French Consumer Code, the “Customer” has a right of withdrawal within seven clear days, starting on the day following the date of signature of the quotation, order form or service contract.

However, in accordance with article L121-20-2, if the “Customer” requests and signs a document whose execution date does not allow the seven-day time limit to be respected, the “Customer” acknowledges that he waives his right of withdrawal.

In any case, any definitive order cannot be retracted or modified by the Customer.

5. Delivery

5.1 Deadlines

“DEDICACE SOFTWARE” undertakes to deliver the Services or Products requested on the date specified on the order form or the work order signed by the “Customer”.

The “Customer” acknowledges that if no date is expressly provided for in the signed documents, then “DEDICACE SOFTWARE” retains the right to define a date for the performance of the services itself.

DEDICACE SOFTWARE” shall not be held liable in the event that delivery times are altered due to supply difficulties beyond its control, transport shortages, unforeseeable absence of personnel or teams assigned by DEDICACE SOFTWARE” to the performance of a service, or force majeure as defined in Article 6 below.

5.2 Shipping costs, time and place of delivery, choice of carrier

Shipping costs are the exclusive responsibility of the Customer.

Unless otherwise agreed, delivery will be made to the place indicated by the Customer at the time of ordering.

DEDICACE SOFTWARE” shall choose the carrier and the means of transport to be used for the delivery of the Products.

5.3 Transfer of risk

Regardless of the delivery method chosen by the Parties, the transfer of risk always takes place when the Products are handed over to the first carrier.

5.4 Retention of title

“DEDICACE SOFTWARE” remains the owner of the Products and of the work resulting from its Services until full payment of the price by the Customer. Payment is understood to mean payment of the price of the Products, Services or Prestations, the costs associated with the sale and interest.

The goods will remain the property of “DEDICACE SOFTWARE” until full payment has been received, but the “Customer” will become responsible for them as soon as they are physically handed over, the transfer of possession entailing the transfer of risks. The “Customer” therefore undertakes to take out an insurance policy to cover the risks of loss, theft or destruction of the designated goods as soon as this document is signed.

6. Conditions of performance

6.1 Obligations of “DEDICACE SOFTWARE

“DEDICACE SOFTWARE” undertakes to provide the “Customer” with a set of specific IT skills, and in particular qualified human resources.

Services are provided by “DEDICACE SOFTWARE”, which determines the composition of the work team and the organization of tasks, and is responsible for the supervision, direction and control of its employees. Whatever the duration of the contract, the employees remain under the hierarchical authority of “DEDICACE SOFTWARE”, which must be able to establish that each of them is bound to it by a contract that complies with current legislation.

“DEDICACE SOFTWARE” undertakes to replace any defaulter as soon as possible.

“DEDICACE SOFTWARE” may, at its convenience and without formalities, subcontract, but will assume full responsibility for doing so.

“DEDICACE SOFTWARE” undertakes to comply with, and to ensure that its employees comply with, all the standards and procedures in force at the “Customer”, in particular the security and IT standards communicated to it, as well as the provisions of the internal regulations in force at its place of work.

6.2 Obligations of the “Customer

The “Customer” undertakes to make available to “DEDICACE SOFTWARE” all documents, information and technical resources required to carry out the work defined in the special conditions.

The “Customer” undertakes to provide, in a timely manner, any data and information that “DEDICACE SOFTWARE” deems necessary for the performance of the contract. The equipment, materials and data carriers supplied by the “Customer” must meet the specifications of “DEDICACE SOFTWARE”, which have been made known to the “Customer” in advance.

The “Customer” provides “DEDICACE SOFTWARE” with the logistics required to perform the services on its premises.

The “Customer” undertakes not to give any decision to the staff of “DEDICACE SOFTWARE” except in the case of an emergency necessitated by health and safety problems.

During the execution of the work, the “Customer” remains the custodian of all its equipment and installations, including those made available to “DEDICACE SOFTWARE”.

The “Customer” shall be responsible for insuring all risks and all direct or indirect damage that may affect all equipment and installations, and declares that it is and will be, for the entire duration of the present contract, covered by all insurance policies in accordance with current practice, particularly with regard to its civil liability to third parties.

6.3 Correspondence, notifications

All correspondence between the Parties must be sent and received by a method that is irrefutable proof of receipt: registered letter with acknowledgement of receipt, e-mail with acknowledgement of receipt, fax with acknowledgement of receipt. In this context, any correspondence whose acknowledgement of receipt has reached its addressee shall be deemed irrefutable proof of receipt.

6.4 Appointing a project manager

Depending on the service or contract binding the parties, and if expressly indicated by letter or e-mail, the parties will each appoint a project manager or project leader responsible for follow-up and coordination between the parties.

7. Force majeure

“DEDICACE SOFTWARE shall not be liable for any breach of its contractual obligations in the event of force majeure or acts of God, including, but not limited to, fire, flood, interruption in the supply of energy, raw materials or spare parts, as well as total or partial strikes of any kind hindering the smooth running of the company, such as transport strikes, postal service strikes, and in general any event preventing the proper execution of orders.

The occurrence of a case of force majeure has the effect of suspending the performance of the contractual obligations of “DEDICACE SOFTWARE”.

However, after a 3-month suspension period, the contract may be terminated for reasons of force majeure, at the request of either party.

8. Compliance/Warranty

The number and condition of the products, as well as the conformity of the service, must be verified upon receipt of the products or services by the Customer.

“DEDICACE SOFTWARE” guarantees the “Customer”, in accordance with legal provisions, against any lack of conformity of the services provided and any latent defect resulting from a fault in the execution or design of the services provided and rendering them unfit for the use for which they were intended, to the exclusion of any negligence or fault on the part of the “Customer” for the entire duration of the execution of the document signed by the “Customer”.

In the case of services, this warranty is limited to the rectification or re-performance of services that do not conform or are defective.

In order to assert its rights, the “Customer” must inform “DEDICACE SOFTWARE” in writing on the receipt at the end of each service, on pain of forfeiture of any action relating thereto.

The warranty also covers labor and travel costs. Replacement of defective products or parts will not extend the warranty period indicated on the invoice. If no duration is indicated on the invoice, the warranty is deemed to have expired once the service has been completed and the receipt has been signed.

9. Termination

In the event of a breach by either party of any of its obligations hereunder, not remedied within a period of thirty days from the date of the registered letter with acknowledgement of receipt notifying the breach and sent by the other party, the latter may terminate the contract, subject to any damages it may be entitled to claim.

10. Prices/Payment

10.1 Prices

Unless expressly stipulated otherwise in writing by “DEDICACE SOFTWARE”, prices are those mentioned on the document signed by the “Customer”, as defined by the present General Terms and Conditions according to the date of issue of the said document.

10.2 Billing

As soon as the defined service has been completed, the invoice containing a full description of the actions carried out is generated and sent to the customer electronically: by e-mail or as a free download via secure access on the “DEDICACE SOFTWARE” website.

Electronic invoices are in PDF format, and can be signed electronically to guarantee their authenticity and integrity.

The “Customer” agrees to receive the invoice electronically and acknowledges having been informed of the conditions for archiving electronic invoices (see articles L 102 B and L 102 C of the French Tax Code, articles 441-3 and L 110-4 of the French Commercial Code). The customer is solely responsible for the archiving method used.

In accordance with the law, signed electronic invoices supplied by “DEDICACE SOFTWARE” take the place of original invoices. A paper printout of an invoice sent by this means does not constitute an original. These invoices constitute legal documents justifying the call for payment issued by “DEDICACE SOFTWARE”, in the same way as paper invoices.

The “Customer” has a right of access to all electronic invoices sent to him by “DEDICACE SOFTWARE”, thanks to the connection identifiers (composed of an identifier and a password) which are given to him. These login details are strictly personal. Consequently, the “Customer” undertakes to take all appropriate measures to ensure the security and confidentiality of his/her login details. DEDICACE SOFTWARE shall not be held liable in the event of disclosure of archived information or data.

10.3 Payment

Payments by bank transfer, direct debit or cash are accepted. Payments by cheque may be subject to verification of the regularity of the cheque before it is accepted (Article L. 131-86 of the French Monetary and Financial Code). Payment by certified cheque is required for all cheques of 100 euros or more. Failing this, the service in question may not commence until the cheque has been cashed and validated by the financial institution. In the event of any irregularity on the cheque, DEDICACE SOFTWARE will re-invoice all costs incurred in processing the irregularity.

No discount will be granted for early payment. Quotations and invoices issued by “DEDICACE SOFTWARE” will contain the words “No discount for early payment”.

With the exception of a deadline expressly indicated on the invoice and order form for companies, the balance is payable on completion of the service, on receipt of the invoice.

The “Customer” acknowledges that “DEDICACE SOFTWARE” is at liberty to determine the payment period for services rendered. Failure to meet this deadline will automatically result in the application of interest and handling charges.

Unless otherwise agreed and specified in writing between the parties, the “Customer” acknowledges that he must pay the sum due on receipt of the invoice. Failing this, a deposit of 50% of the amount due may be paid within 10 calendar days of the issue of the electronic invoice. In this case, the balance is due 30 calendar days later.

Unless otherwise agreed and indicated in writing between the parties, for services provided to companies, “DEDICACE SOFTWARE” is free to impose a payment term according to the list below:

Payment within 15 calendar days
Payment within 30 calendar days

Depending on the duration of services for a company, invoices payable within 30 days may be issued according to a schedule negotiated between the “Customer” and “DEDICACE SOFTWARE” and specified in the Special Conditions.

In the event that an invoice is not paid by the due date indicated on the invoice, “DEDICACE SOFTWARE” reserves the right to suspend performance of the work provided for herein until payment of the amount due, including interest and handling fees, without this suspension being considered as a termination of this contract by “DEDICACE SOFTWARE”.

“DEDICACE SOFTWARE” is free to refuse any new request from the “Customer” concerned, as long as full payment of the sums due has not been made.

Non-payment of sums due on the due date will also have the effect of rendering payable all debts not yet due by the “Customer” to “DEDICACE SOFTWARE” on any grounds whatsoever.

“DEDICACE SOFTWARE” may also terminate the Contract arising from these General Terms and Conditions of Sale and Services, as well as all previous contracts, by operation of law and without formalities, even if the payment date has not yet expired. In this case, the products must be returned at the request of DEDICACE SOFTWARE at the Customer’s expense and risk, without prejudice to any other damages; DEDICACE SOFTWARE also reserves the right to retain any payments or deposits previously made by the Customer for any reason whatsoever.

In the event of a payment incident, “DEDICACE SOFTWARE” has the right to withhold unpaid products not yet effectively delivered to the Customer.

Any payment made after the due date will automatically and without formalities result in the payment of a late payment penalty based on the outstanding sums, equal to the ECB refinancing rate plus 10 points, and the payment of a fixed indemnity for collection costs of 40 euros (article L.441-6 of the French Commercial Code).

In addition, and as a penalty clause, in the event of late payment of more than 30 days from the date mentioned on the invoice, a penalty of 20% of the unpaid amounts (with a minimum of 30 euros) will be invoiced, without prior formal notice and without prejudice to legal interest and costs in the event of legal action.

In the event of previous non-payment or deterioration of customer credit, we reserve the right to modify payment deadlines, suspend orders in progress while the “Customer” awaits a bank guarantee, or demand full payment before delivery.

Finally, in the event of non-payment in full of the price within the agreed time, the “Customer” undertakes to return to “DEDICACE SOFTWARE” all elements and documents in its possession relating to the services provided by “DEDICACE SOFTWARE”, on any medium whatsoever, as well as any copies that may have been made, and the “Customer” waives any use, in any form whatsoever, of the work, studies, achievements and/or developments carried out by “DEDICACE SOFTWARE” under the present contract.

11. Insurance

“DEDICACE SOFTWARE” undertakes to take out the necessary insurance to cover its civil liability for any direct physical, material or immaterial damage for which it may be held responsible. Damage is understood to be damage of any kind that it or any of its contributors may cause directly to the “Customer”, to the “Customer’s” personnel or to third parties.

This insurance must expressly cover any damage suffered by the “Customer”, its staff or third parties as a result of “DEDICACE SOFTWARE”. “DEDICACE SOFTWARE” undertakes to maintain these guarantees for the entire duration of the contract, and to provide proof thereof at the request of the “Customer”.

12. Privacy

Both “DEDICACE SOFTWARE” and the “Customer” undertake to maintain the strict confidentiality of all information and internal documents obtained or exchanged within the framework of the contract and its execution.

In particular, the “Customer” must respect the know-how of “DEDICACE SOFTWARE” and “DEDICACE SOFTWARE” must treat as confidential all information transmitted by the “Customer” in connection with the performance hereof.

“DEDICACE SOFTWARE” may freely include the name of the “Customer” in a list of references.

13. Limits of liability

Considering the nature of the services provided, the obligation of “DEDICACE SOFTWARE” is an obligation of means.

“DEDICACE SOFTWARE” undertakes to perform the services in accordance with the rules of the profession, in compliance with the norms and other standards established and in the best manner, under the terms and conditions of the agreement, as well as in compliance with the applicable legal and regulatory provisions.

DEDICACE SOFTWARE” may only be held liable in the event of fault on its part. Each party is liable to the other for any breach of its obligations.

In the event that the “Customer” demonstrates that it has suffered damage as a result of a fault on the part of “DEDICACE SOFTWARE”, the liability of “DEDICACE SOFTWARE” will be limited to the direct damage suffered by the “Customer”, to the exclusion of any indirect damage.

Furthermore, “DEDICACE SOFTWARE” may only be obliged to compensate for damage of any kind within the following twofold limit:

The liability of “DEDICACE SOFTWARE”, if proven, will be limited to the amount excluding taxes not exceeding half of the total amount excluding taxes, actually paid by the “Customer” for the service provided by “DEDICACE SOFTWARE” at the date of the claim by registered letter with acknowledgment of receipt or by e-mail.
DEDICACE SOFTWARE” liability insurance coverage

The “Customer” undertakes to provide “DEDICACE SOFTWARE”, within the agreed deadlines, with all the information and documents required for the proper performance of the service and for a proper understanding of the problems posed.

DEDICACE SOFTWARE shall not be held liable in any case where :

an error caused by a lack of information or erroneous information provided by the “Customer
a delay caused by the “Customer” that would make it impossible to meet the agreed or legally prescribed deadlines
fault, negligence, omission or default of the “Customer
force majeure, events or incidents beyond the control of “DEDICACE SOFTWARE” such as strikes, social unrest, public calamities, fire, …
fault, negligence or omission of a third party over whom “DEDICACE SOFTWARE” has no power of control or supervision

14. Intellectual property

“DEDICACE SOFTWARE” holds all of the author’s economic and moral rights to the services provided hereunder.

DEDICACE SOFTWARE” hereby assigns to the “Customer”, subject to the latter’s full payment of the price and costs referred to in Article 9 above, all economic rights to the said services.

In any event, “DEDICACE SOFTWARE” retains ownership of the methods, know-how and processes it has developed or implemented in the context of the present contract, which it may freely use for other projects for the benefit of third parties.

15. Protection of personal data

“DEDICACE SOFTWARE” respects the privacy of its users and customers and undertakes that all information it collects, in particular concerning the customer’s use of its computer services that could identify the latter, will be considered as confidential information.

Data is processed by Dédicace Software, 4, route de la Côte à Bournet, 16440 MOUTHIERS SUR BOEME, data controller.

The collection of customer information is essential for the provision of our services and the management of contracts. Refusal to consent to the processing of personal data would prevent the provision of these services. Personal information is kept for the legal retention period and is intended for the persons required to process it within the company, as well as for subcontractors, provided that the contract signed between the subcontractors and the data controller mentions the obligations incumbent on the subcontractors in terms of data security and confidentiality protection (Article 28 of the European Data Protection Regulation EU 2016/679) and specifies in particular the security objectives that must be achieved.

No data is transferred outside the European Union by Dédicace Software, except with the customer’s prior consent for access to certain services. Service providers acting on behalf of Dédicace Software may have access to or communicate all or part of this information in connection with the services they provide, but only to the extent necessary to perform the tasks entrusted to them. In this case, Dédicace Software undertakes to ensure an adequate level of protection for your data. These service providers may contact the customer directly using the contact details provided. Dédicace Software also asks these service providers to always act in compliance with applicable laws on the protection of personal data and to pay particular attention to the confidentiality and security of such data.

In accordance with the French Data Protection Act of January 6, 1978, and the entry into force of the General Data Protection Regulation (RGPD) from May 25, 2018, customers may exercise their right to access, rectify, delete, request a limitation of processing, object to or request portability of data concerning them by contacting our Data Protection Officer: [email protected]. The customer also has the right to lodge a complaint with the CNIL.

By accepting these terms and conditions, you consent to our collection and use of this data for the purposes of this contract.

16. Disputes/Applicable law/Jurisdiction

The present General Conditions and the contract or quotation signed between the parties are governed by French law. Failing amicable resolution, any dispute between the parties concerning the performance or interpretation of the General Terms and Conditions and the aforementioned document shall be subject to the jurisdiction of the courts of Angoulême (Charente department – 16), notwithstanding multiple defendants or the introduction of third parties.

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