The purpose of these Terms and Conditions of Sale is to define the conditions under which the Business Client (“”the Client””) places an order with Digitiz (“”the Service Provider””).
They are intended to apply until the conclusion of the Contracts governing all the terms and conditions of use of the Services provided by DIGITIZ (Software Platform
Licence Agreement, and if applicable, Contract for the supply of smart equipment and associated software licence) between the Service Provider and the Client.
Any order for the supply of services and equipment implies, on the part of the Client, the acceptance of these Terms and Conditions of Saleand the subsequent signature of the Contracts proposed by Digitiz.
The information contained in the catalogues, prospectuses and price lists of the Service Provider are given for information purposes only and may be revised at any time. The Service Provider reserves the right to make any changes it deems necessary.
The Service Provider’s Services include a right of access to its servers and a right of end use of the Solutions. They also include a set of services defined in the Contract, most notably, data hosting, maintenance of application services and technical support.
The Service Provider also offers to supply equipment connected to the software platform.
The terms and conditions for the supply of these services, delivery of the equipment and installation will be stipulated in a quote and included in the Contract(s) entered into between the Service Provider and the Client.
In accordance with the Client’s requirements, the Service Provider will send a quote that constitutes a technical and commercial proposal. These Terms and Conditions of Sale will be attached to the quote.
The order is definitively placed when the quote is accepted and becomes firm and binding upon payment of a deposit of 50%. The remaining balance is payable upon delivery of the equipment. This deposit is firm and final, and no refund will be made if the order is cancelled more than 7 days after receipt of the deposit. By validating the order, the Client agrees to pay the total indicated on the order form.
The various services are provided in keeping with the Service Provider’s prices in force on the day the order is placed.
A technical and commercial proposal outlining these prices is provided by the Service Provider and accepted by the Client, as indicated in the “”Orders”” article above.
The prices given are net and exclude VAT.
a. For installations carried out before or on the 15th of the month, subscriptions/services are invoiced for a full month. When the installation is carried out after the 15th of the month, invoicing does not start until the following month
b. Invoicing for services (management platform, 4G subscription, payment gateway, maintenance, consumer hotline, etc.):
– The Client has purchased the machine: The minimum subscription period for each service (management platform, 4G subscription, payment gateway, Maintenance, Consumer hotline, etc.) is 1 year from the date of installation of the machine or subscription to the service. After the 1-year period, the Client may terminate the service by giving 3 months’ notice. If the service is resumed, the Client must pay a fee of €350 excluding VAT per machine.
– The Client rents the machine: Services taken out as part of a rental contract are payable for the full duration of the rental contract, regardless of the duration of the contract.”
The price of services may be revised by the service provider. The Service Provider undertakes to inform the Client of any price changes by any written means, at least 3 months before the new prices come into force. If the Client does not accept the new prices, they must terminate the contract in compliance with the notice period stipulated in article 4. The Client is deemed to have accepted the new prices if they use the services after they come into force. The service provider reserves the right to unilaterally modify the prices of its hardware offer at any time, especially in the event of an increase in costs.
The equipment’s warranty (replacement of defective parts) is valid for the entire duration of the contract starting from the date of subscription to the relevant service. The warranty does not cover misuse of the equipment by the machine operator nor the travel expenses of a technician coming to replace parts.
The client can take out an equipment maintenance contract to avoid the travel expenses of an on-site visit by a technician to repair equipment. This service is optional and the monthly cost is €110 excluding VAT per month and per machine.
When subscribing to a maintenance contract, the client must contact Digitiz support by telephone on +33 4 84 98 00 10 or by email at support@digitiz.me to report the fault or problem encountered.
An initial remote maintenance phase is then triggered, which will enable the fault or problem to be identified remotely. Photos and/or videos may be requested to help determine the problem. An initial diagnosis is sent to the customer within 24 working hours, unless the fault is resolved remotely and does not require an on-site visit by a technician.”
“If this is not the case, a second on-site visit phase is launched, with a technician travelling to the site to repair the fault. The response time for an on-site technician is 48 working hours after the remote maintenance phase, excluding public holidays or cases of force majeure. The 48-hour response time is given as an indication only and does not constitute a performance obligation. However, Digitiz will do its utmost to meet this deadline, which may vary depending on the availability of the equipment to be changed and manufacturers’ delivery times.
The cost of the technician’s on-site visit is borne by Digitiz if a maintenance contract has been signed, unless the on-site visit demonstrates that the problem cannot be covered by the maintenance contract (e.g. damage to equipment, cut cables, incorrect use of equipment, etc.).
At the end of the on-site visit, a report will be co-signed by the technician and the client setting out the results of the visit. This report will be sent by email within 24 hours of the visit.”
– Inluded in maintenance: Travel and labour costs for a technician on site in France.
“- Excluded from maintenance:
The cost of replacing defective equipment/hardware is not included in the maintenance service and will be invoiced as extra. If the equipment is still under warranty, Digitiz will cover the cost of replacing the faulty equipment.
Payment is due within 30 days of the invoice date. Payment for recurring services is monthly and payable at the start of the month.
Any sum not paid by the due date shown on the invoice will automatically incur late payment penalties equal to three times the legal interest rate, as well as a fixed penalty for collection costs equal to forty euros, starting on the day following the day on which payment should have been made. Thirty days after sending formal notice of late payment, Digitiz will be entitled to suspend all of the client’s services and take legal action before the competent court in order to obtain payment of the aforementioned sums.
Each of the parties assumes liability in accordance with common law. However, the Contract(s) may provide that the liability incurred by the Service Provider in the event of a breach of its obligations is limited to a certain amount.
The Service Provider retains ownership of all intellectual property rights of the studies, designs, models, prototypes, etc. produced (even at the Client’s request) with a view to providing the services to the Customer. The Client is therefore prohibited from reproducing or exploiting said studies, designs, models, prototypes, etc. without the express prior written authorisation of the Service Provider, which may be subject to financial compensation.
The personal data collected from Clients is processed by the Service Provider. It is recorded in the Service Provider’s Client file and is essential for processing the Client’s order. This information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. They will be kept for as long as is necessary for the fulfilment of orders and any applicable warranties.
The data controller is the Service Provider. Access to personal data will be strictly limited to employees of the data controller who are authorised to process such data by virtue of their duties. The information collected may be communicated to third parties linked to the company by contract for the performance of sub-contracted tasks, without need for the Client’s authorisation.”
As part of the performance of their services, third parties will only have limited access to the data and are obliged to use it in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases set out above, the Service Provider will not sell, rent, transfer or give third parties access to the data without the Client’s prior consent, unless it is obliged to do so for a legitimate reason.
If the data is to be transferred outside the EU, the Client will be informed upon request and the guarantees taken to secure the data (for example, adoption of standard protection clauses validated by the French data protection agency, adoption of a code of conduct, certification from the French data protection agency, etc.) will be specified.
In accordance with the applicable regulations, the Client has the right to access, rectify, delete and transfer data concerning him/her, as well as the right to object to the processing on legitimate grounds. These rights may be exercised by contacting the data controller at the following postal address or email address: contact@digitizme.io
In the event of a change in circumstances that could not have been foreseen when the Contract was entered into, in accordance with the provisions of Article 1195 of the French Civil Code, the Party that has not agreed to incur a risk of an excessively expensive performance may ask its co-contractor to renegotiate the Contract.
The Parties may not be held liable for the non-performance or delay in the performance of any of their obligations, as described herein, if due to a case of force majeure, within the meaning of article 1218 of the French Civil Code.
The Party affected by the event must immediately inform the other Party of its inability to perform its service and justify this to the latter. The suspension of obligations shall under no circumstances be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages or late penalties.
Performance of the obligation is suspended for the duration of the force majeure if it is temporary and does not exceed 30 days. Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the Parties will make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the impeded Party will notify the other of the resumption of its obligation by recorded letter with proof of receipt or by any extrajudicial act.
If the impediment is definitive or exceeds a period of 60 days, the present contract will be purely and simply terminated 15 days after formal notice has been sent by recorded letter with proof of receipt or by any extrajudicial act.
In the event either party fails to fulfill its obligations, the contract(s) may be terminated at the discretion of the aggrieved party by operation of law if the non-fulfillment is not remedied within a period of 10 days following receipt by the negligent Party of a recorded letter with proof of receipt informing them of this non-fulfillment and without prejudice to any damages and interest to which the Party initiating the termination may be entitled.
The validity, interpretation and performance of these Terms and Conditions of Sale are governed by French law, and any dispute or litigation that may arise between the Parties in connection with the interpretation, performance or termination of these Terms and Conditions of Sale and that cannot be settled amicably shall be subject to the jurisdiction of the Courts of Lyon.
These Terms and Conditions of Sale are expressly approved and accepted by the Client, who declares and acknowledges that they are fully aware of them, and thereby waives the right to rely on any contradictory document, in particular its own terms and conditions of purchase, which may not be invoked against the Service Provider, even if it is aware of them.
