WEEXA SAS, a simplified joint-stock company (société par actions simplifiée) with share capital of €1,262,984.00, whose registered office is at 202 Quai de Clichy, 92110 Clichy, France, registered with the Nanterre Trade and Companies Register (RCS) under number 888 341 716.

ARTICLE 1: PURPOSE

WEEXA is a software publisher and a provider of IT services in the broadest sense, and in this capacity provides professional services to its Clients.
The purpose of these General Terms and Conditions (the “General Terms”) is to set out the terms and conditions under which WEEXA provides IT services to its Clients.
As the business relationship develops, a framework agreement may be put in place together with Specific Terms and Conditions (the “Specific Terms”) of the Client and/or a quotation and/or a commercial offer.

ARTICLE 2: CONTRACTUAL DOCUMENTS

In accordance with Article L.441-1 of the French Commercial Code, WEEXA’s General Terms and Conditions of Sale include, in particular, the payment terms and the elements used to determine prices, such as the schedule of unit prices.
In the event of any conflict between the General Terms and the Specific Terms, the Specific Terms shall prevail.
If the Parties later wish to sign new Specific Terms for other Services provided by WEEXA, those new Specific Terms may be attached to these General Terms by referring to them. In that case, the Parties acknowledge that each set formed by new Specific Terms attached to these General Terms shall constitute a separate contract.
These General Terms do not constitute a framework agreement. Accordingly, unless Specific Terms referring to these General Terms are signed, these General Terms create no rights or obligations for the Parties, as the Contract will not have been validly formed.
These General Terms prevail over any other document of the Client, in particular its General Terms of Purchase, unless a framework agreement or specific commercial agreement has been concluded with the Client. If the Client’s purchasing procedures require a purchase order to be issued, the Client must issue that purchase order before the Services begin. The purchase order must refer to these General Terms and Conditions of Sale, as defined below. Any legal terms included in the purchase order shall be null and void and shall not apply.
These General Terms and Conditions of Sale shall be deemed tacitly accepted by the Client upon ratification of the framework agreement and/or quotation and/or commercial offer relating to the Client.
WEEXA is not obliged to begin performing the Services agreed with the Client until the Client has signed.

ARTICLE 3: PREREQUISITES

Provision of Services
The Client undertakes to give WEEXA sufficient, unrestricted and secure access to its premises and information system to enable WEEXA to perform the Services properly.
Sufficiently in advance of the provision of the Services, the Client shall provide WEEXA with copies of any security policy or other applicable Client policy in force, which must first be approved by WEEXA. WEEXA shall not be liable for delays in, or failure to perform, its obligations caused by the time needed to review those policies.
The Client undertakes to obtain and provide to WEEXA as quickly as possible all authorisations needed to perform the Services, and to access, use and modify the software, hardware, firmware and any other products used by the Client. The Client undertakes to indemnify, defend and hold harmless WEEXA and its subcontractors against any claim, loss, liability and damage resulting from the Client’s failure to provide WEEXA with the necessary authorisations. WEEXA shall be released from all its obligations if the Client fails to provide the necessary authorisations in good time.
Sale of software
With WEEXA’s technical assistance, the Client must ensure that the software publisher’s technical prerequisites are met. Functional characteristics are set out in the technical data sheets and detailed feature tables provided by the publisher. These features change over time, and updates describe new functionality.

ARTICLE 4: TERMS OF PERFORMANCE

Provision of Services
The methods and means used by WEEXA to provide the Services are at WEEXA’s discretion and under its sole control.
WEEXA undertakes to provide each Service with care and diligence, in a professional manner and in accordance with the Specific Terms, under a general obligation of means (best-efforts obligation).
WEEXA gives no warranty other than the warranty against eviction, and the Client accordingly waives, to the extent permitted by law, any warranty relating to the Services, including without limitation any implied warranty or condition of merchantability or fitness for a particular purpose, and any warranty of compatibility with any software or hardware, or of freedom from errors or viruses.
Under this Contract, WEEXA has no obligation to remedy any defect, failure, delay or malfunction in the Services resulting from:
• Any unauthorised modification or alteration of the Client’s equipment, or any defect, deficiency or failure of the equipment or infrastructure belonging to the Client, for which it is solely responsible and on which the Services are performed;
• Any handling or use of the equipment by the Client that does not comply with the associated standard documentation or with the Contract;
• Any defect or failure of software supplied by a third party, or of other software or equipment with which the Services interface or interact;
• Any change, in whatever form, in the conditions of performance or in the Client’s requirements that alters the initial conditions of the Services;
• Any use of the Services by the Client that does not comply with the Contract, applicable regulations or good industry practice;
• Any act or omission of the Client or of any other person supplying the equipment and facilities required for the Services;
• The negligence, unreasonable resistance, act or omission of the Client, its suppliers or its own customers.
WEEXA cannot guarantee any date of performance or acceptance of the Services, and any date given is indicative only. A delay in performance shall under no circumstances give rise to the payment of damages or any compensation whatsoever.
The Client may change its requirements while the Services are being performed. WEEXA will then assess the implications for prices, timescales and other conditions. If the scope and complexity of the changes requested by the Client make it necessary, WEEXA will charge for the analysis of those changes. In that case, where the design phase was carried out on a fixed-price basis, WEEXA will provide the Client with a written estimate and will begin the analysis only after receiving the Client’s written approval. Changes agreed between the Parties must be recorded in an amendment to the framework agreement and/or quotation and/or commercial offer.
Sale of software
Licence agreements are established between the software publisher and the Client through WEEXA. The terms of the agreement are those of the publisher. WEEXA holds the rights to resell and support the third-party software sold to the Client. Any change to the software installation site (at the Client’s premises) must be notified to WEEXA.
WEEXA will inform the Client of new versions. A services offer may be proposed to assist the Client with version upgrades. WEEXA will pass on to the Client the information provided by the publisher. The Client must be given one year’s notice of the end-of-support date for a product.
The maintenance contract covers corrective and preventive fixes and minor updates. Major updates are generally annual and may be invoiced as additional services.
Where an additional support contract is taken out, support for the Client requires that the Client has paid the amounts due under the current support contract. Support covers only information relating to the product itself and its malfunctions. Configuration, installation assistance and training are services not covered by the support contract. Support may be extended outside normal hours with at least 15 days’ notice and a price revision.

ARTICLE 5: DUTY TO COLLABORATE

The Parties acknowledge that the success of an IT project depends not only on the quality of the software and services provided, but also on factors over which WEEXA has no control, such as the structure of the Client’s business, the Client’s working methods and the qualifications of the Client’s staff. Carrying out an IT project is a delicate phase for which the Client must prepare by ensuring its staff are properly qualified and its working methods rigorous. For its part, WEEXA will use all due diligence to ensure the full success of the project in close collaboration with the Client.
The Parties undertake to cooperate in good faith and to facilitate the performance of their respective obligations. Accordingly, each Party undertakes to:
• Provide the other, in good time, with all information and documents needed to carry out the project, it being understood that it is for the Client to request the information and documents it considers necessary for the project, and for WEEXA to inform the Client of any events likely to affect the Services;
• Alert the other, as soon as it becomes aware of it, of any event that could hinder the proper performance of the Services, and consult with the other to implement the best possible solution as quickly as possible;
• Refrain from any conduct likely to affect the success of the Services and/or hinder the performance of the other Party’s obligations.
The Client shall appoint a single point of contact and a deputy, who shall be named in the framework agreement and/or related offer.
If the single point of contact changes, the Client shall inform WEEXA without delay by letter or email. WEEXA accepts no liability for the consequences of any delay in, or failure to give, such notice.
The Client shall inform WEEXA, as soon as it becomes aware of it, of the unavailability of any of its staff assigned to the Services covered by these General Terms.
The Client shall, where necessary, replace any unavailable member of its staff.
If WEEXA identifies failures by third-party providers (maintenance providers, software publishers, telecom operators) contractually bound to the Client, and those failures affect the proper performance of the project, the Client undertakes to take the necessary steps to remedy them and restore contractual operation.
The Client acknowledges that failure to meet its commitments or to complete the tasks under its control or responsibility, or failure to provide timely access to premises, equipment, technology or complete and accurate information, may delay the provision of the Services, and that WEEXA shall not be liable for such delays or for any resulting inability to provide the Services.

ARTICLE 6: OBLIGATIONS RELATING TO PERSONNEL

WEEXA undertakes to comply, and to ensure compliance, with employment regulations, in particular with regard to the health and safety of its staff, for which it bears full responsibility.
WEEXA will provide all documents it is required to submit as a service provider.
These documents are uploaded by WEEXA to the Provigis online platform to secure and simplify mandatory administrative procedures.
WEEXA certifies that neither it nor its suppliers and/or subcontractors use child labour or any other form of labour in breach of the fundamental principles recognised by the International Labour Organization.
WEEXA indemnifies the Client against any claim under the provisions of the French Labour Code, in particular Articles L.1234-7, L.1234-10, L.1234-12, L.8221-3 et seq., L.8222-1 et seq., L.8231-1, L.8241-1, L.8234-1 and L.8234-2.

ARTICLE 7: ACCEPTANCE

An acceptance report is drawn up jointly and signed by the Client, stating any reservations.
The Client’s involvement is essential during the acceptance phase to confirm that the technical specifications, configuration and developments meet its expectations. WEEXA cannot be held responsible for any lack of involvement or responsiveness on the part of the Client during this phase of the project.

ARTICLE 8: FINANCIAL TERMS
Invoicing and payment terms are set out in the framework agreement and/or quotation.
Invoices will be issued by WEEXA and sent to the Client at the billing address given in the framework agreement and/or quotation. A 30% deposit is payable on presentation of the invoice for set-up work packages, with the balance paid as the project progresses.
If the project is cancelled or put on hold, the Client shall pay for all services performed, pro rata to progress. Recurring fees are chargeable from acceptance of the set-up, even if the data flows are not yet live. Recurring invoices are accompanied by appendices showing volume indicators. Service prices are revised annually on 1 January in line with the Syntec index.
Unless otherwise agreed, amounts are due on receipt of invoice and payable exclusively by bank transfer, without discount, within thirty (30) days of the invoice date.
Any late payment of any invoice shall automatically bear late-payment interest at three times the legal interest rate in force, from the due date shown on the unpaid invoice until full and final payment.
WEEXA may automatically suspend any Services in progress if the Client fails to pay any amount that has fallen due. The Client shall bear all consequences of such suspension, including any price increases resulting from WEEXA’s teams being tied up.
The Client undertakes to pay all taxes, levies or duties that WEEXA is legally or statutorily required to include in its invoices, other than those calculated on WEEXA’s net income, or to provide WEEXA with an exemption certificate, for any Service performed under the framework agreement and/or quotation and/or commercial offer.
WEEXA may increase the daily rates for Services subject to these General Terms that are ordered under a separate order. In that case, the new rates will appear in the Specific Terms drawn up for the new order and duly signed by the Parties.
From January 2025, invoicing is based on the number of inbound files processed by the platforms provided by WEEXA.
The price of the Services is based on the following principles:
• The time spent by WEEXA performing the Services, calculated by multiplying the number of days worked by WEEXA on the Services by the agreed daily rate. Accordingly, any reference to a “total amount” or “proposed price” (or any similar expression) shall be considered an estimate of the total price of the Services, provided solely for the Client’s budgeting purposes. Such expressions do not mean that WEEXA undertakes to perform all the Services for an actual total price equal to or lower than the total price given to the Client for information.
• Any milestones and acceptance criteria agreed between the Parties shall be used solely for project management purposes and shall not affect WEEXA’s right to invoice the Client for the full price of the Services.
Accordingly, the spirit of these General Terms requires that the current balance, which is satisfactory to both Parties, be maintained. The Parties therefore agree that any significant event that alters it, in particular any delay resulting from the Client’s inaction or failure to comply with the framework agreement and/or quotation and/or offer, shall lead them to consult each other in order to restore the situation in the spirit of these General Terms and agree new financial terms. If they disagree on the remedies, the Parties undertake to escalate the matter to their respective senior management. If the disagreement continues for more than one (1) month, WEEXA shall be entitled to terminate its services automatically by registered letter with acknowledgement of receipt. In that event, the Client shall not be entitled to any compensation.

ARTICLE 9: INTELLECTUAL PROPERTY

These General Terms do not transfer ownership of any methods and know-how, development tools, software, software packages, documents, databases, general and/or specific programs or equipment owned by WEEXA or licensed to WEEXA, of whatever nature, created or used in performing the Services.
In accordance with Article L.111-1 of the French Intellectual Property Code, WEEXA holds all moral and economic copyright in the results of the Services performed under framework agreements and/or quotations and/or commercial offers.
Shared services are the intellectual property of WEEXA. The Client agrees to grant, free of charge, a right to use all bespoke developments, so that these developments can be made available to WEEXA’s client community.

ARTICLE 10: NON-INFRINGEMENT

WEEXA warrants to the Client that the Services it provides do not infringe any third-party rights.
The Client shall not settle, on its own, any dispute with a third party alleging infringement. If a settlement is reached for an amount agreed between WEEXA and the third party alleging infringement of its intellectual property rights, WEEXA will bear the full amount payable to the third party that might be charged to the Client under that settlement.
If WEEXA is unable to reach such a settlement, WEEXA will conduct, under its control and direction and with the Client’s assistance, the legal defence against the claim of the third party alleging infringement of its intellectual property rights. The Client shall not conduct on its own the legal defence of proceedings brought against it by the third party alleging infringement, and undertakes to join WEEXA to the proceedings without delay under this warranty.
If the claim of the third party alleging infringement results in a final court decision on the merits, WEEXA will pay the third party the amount of damages awarded.
This warranty applies only if all of the following conditions are met:
– The Client has notified WEEXA in writing of any infringement claim immediately after becoming aware of it;
– WEEXA alone defends its own interests and those of the Client, after consulting the Client;
– The Client has provided WEEXA with all assistance necessary or useful to WEEXA’s defence and has made no statement that could harm WEEXA’s defence or interests.
This warranty does not apply in the event of:
– Modification of the Services without WEEXA’s consent;
– Use of the Services in a manner not consistent with their intended purpose or documentation or, more generally, with the framework agreement and/or quotation and/or commercial offer.
This warranty from WEEXA does not apply to items:
– Not supplied by WEEXA;
– Where the infringement arises from combining those items with the Client’s hardware and software;
– Where the Client continues the allegedly infringing activity despite the signing of a settlement or service of a final court decision on the merits;
– Where the Client has not implemented changes recommended by WEEXA that would have avoided the infringement.
The Client shall have no remedies under the warranty against eviction other than those set out in this Article, and may not claim any additional damages for any loss it suffers.

ARTICLE 11: ANTI-CORRUPTION

WEEXA does not tolerate any form of corruption.
WEEXA undertakes to comply with all applicable anti-corruption laws, regulations and codes of conduct, and to ensure that its employees, agents, distributors and service providers (and their agents and other intermediaries) do not offer, give or agree to give to anyone, or solicit, accept or arrange to receive, corruptly and directly or indirectly, any financial or other advantage in connection with the Contract.
WEEXA undertakes to ensure and monitor compliance with this anti-corruption obligation.
The Parties undertake to inform each other in writing of any breach of the anti-corruption obligation of which they become aware.
The Client undertakes to provide, at WEEXA’s request, a certificate issued by an independent auditor confirming the absence of any corrupt practice.
If either Party has serious doubts about the occurrence of an actual or possible breach of the anti-corruption obligation, the Party concerned authorises the other Party, subject to reasonable prior notice, to have its accounting records and financial statements audited by an independent auditor. The sole purpose of this audit will be to verify compliance with the anti-corruption obligation. It will be carried out in compliance with competition law and trade secrets.
The auditing Party shall have the right to terminate the Contract, suspend its performance and/or suspend any payment with immediate effect if the defaulting Party breaches this clause.

ARTICLE 12: TERMINATION

Hosted services: hosted services may be terminated on the anniversary date, subject to three months’ notice.
The Parties shall continue to perform the contract normally during the notice period.
Termination shall take effect only for the future.
Fixed-price / time-and-materials services: given the fixed and indivisible nature of the agreed price, no termination for convenience is accepted. If the Contract is terminated by WEEXA due to the Client’s fault, or if the Client wishes to end the Contract early or suspend it without fault on WEEXA’s part, the Client shall pay, in addition to all sums due to WEEXA for Services already performed at the date of termination or suspension request, a penalty equal to: 25% of the price of the scheduled Service if cancelled one (1) month before the scheduled date; 50% if cancelled three (3) weeks before the scheduled date; 75% if cancelled two (2) weeks before the scheduled date. Any cancellation of a scheduled Service less than one week before the scheduled date will result in 100% of the scheduled Service being invoiced.
Software maintenance: maintenance contracts may be terminated on the anniversary date, subject to three months’ notice.
The Parties shall continue to perform the contract normally during the notice period.
Termination shall take effect only for the future.
However, if the Client terminates the Contract for time-and-materials Services due to a fault on WEEXA’s part, the Client shall not be liable for the above penalties.
As the Parties have already agreed the terms of termination and the sanctions for inadequate performance of their obligations, Articles 1219 to 1223 of the French Civil Code shall not apply.

ARTICLE 13: LIABILITY

WEEXA undertakes to use all commercially reasonable and necessary means, in accordance with industry practice and the state of the art in IT, to perform the Services covered by these General Terms.
When working on the Client’s equipment, WEEXA will make every effort and take all necessary care to avoid affecting any other applications or data of any kind held on that equipment.
The Client shall protect itself against the risk of data loss by backing up all documents, files and media at least once every two working days, in particular before any intervention by WEEXA, and by putting in place the procedures needed to resume operations.
WEEXA is not liable for, and shall not be required to compensate the Client for, indirect damage as defined by French case law and courts, the Parties referring to Articles 1231-3 and 1231-4 of the French Civil Code. WEEXA shall also compensate only for damage that was foreseeable when the framework agreement and/or quotation and/or commercial offer was concluded, in accordance with the provisions of the French Civil Code on contractual liability.
The Parties agree that the following constitute indirect damage: loss of earnings, increased overheads, loss of profit or customers, and damage to the Client’s data caused by the software package supplied by WEEXA.
WEEXA’s total liability to the Client under these General Terms, for all damage combined, is limited to fifty per cent (50%) of the fixed price paid by the Client for the corresponding Services performed on a fixed-price or time-and-materials basis. In any event, WEEXA’s total liability to the Client, for all damage combined, is limited to two thousand (2,000) euros. Only loss that could not have been avoided will be compensated.

ARTICLE 14: CONFIDENTIALITY AND COMMUNICATION

In accordance with the principle of trade secrecy, the Client shall observe the utmost discretion regarding any information about WEEXA’s organisation or business that comes to its knowledge while the Services are being performed. This undertaking remains in force for the term of the framework agreement and/or quotation and/or commercial offer and for five (5) years after its expiry for any reason.
The Client undertakes to treat as confidential and keep confidential all information, communications, data, programs and/or documents of any kind communicated to it by WEEXA, in writing, orally or in any other form and on any medium (including magnetic or electronic media), in connection with the conclusion and performance of the framework agreement and/or quotation and/or commercial offer. This confidentiality obligation extends in particular to the Client’s existing, past and future staff, whether direct or indirect, and to any of its service providers.
Provided that WEEXA complies with the confidentiality provisions of the framework agreement and/or quotation and/or commercial offer, nothing in it restricts or limits WEEXA’s right to provide services that may be similar to the Services to any other entity in any industry.

ARTICLE 15: SUBCONTRACTORS

EEXA reserves the right to use any subcontractor it considers appropriate. In any event, where WEEXA subcontracts all or part of the Services, it remains responsible for all obligations arising from the framework agreement and/or quotation and/or commercial offer. WEEXA also passes on to the subcontractor the obligations applicable to it, such as those relating to security and confidentiality.

ARTICLE 16: NON-SOLICITATION OF STAFF

WEEXA staff assigned to the Services remain at all times under the administrative control and the hierarchical and disciplinary authority of WEEXA; no transfer of authority may occur in the course of performing the framework agreement and/or quotation and/or commercial offer. Regardless of the duration and/or location of the Services, WEEXA staff may under no circumstances be legally regarded as employees of the Client or as temporary staff placed at its disposal.
In general, each Party is responsible for the supervision, management and control of its own staff.
WEEXA freely determines the allocation of tasks among its staff.
During the performance of the Services and for thirty-six (36) months after their completion, the Client agrees not to hire, directly or indirectly, any WEEXA staff member who is taking part, is due to take part and/or has taken part in performing the Services, without WEEXA’s prior written consent.
If the Client hires, directly or through an intermediary, any WEEXA staff member, the Client undertakes to pay WEEXA a lump-sum indemnity equal to the last twenty-four (24) months of that staff member’s gross remuneration.

ARTICLE 17: PERSONAL DATA

– WEEXA as data controller
WEEXA may process personal data relating to individuals designated by the Client to work with WEEXA on project management (the “Contacts”).
WEEXA will process the Contacts’ personal data as data controller for the purpose of managing the commercial and administrative relationship with the Client account, on the basis of performance of the contract and/or its legitimate interests. This data will be kept for as long as necessary to fulfil those purposes. WEEXA may share some of this data with its service providers.
For its part, the Client warrants to WEEXA that it has provided the Contacts with the information required by data protection regulations and has, where required by those regulations, obtained their consent to this processing.
The Client shall forward to WEEXA without delay any requests from data subjects concerning personal data processed by WEEXA as data controller.
– WEEXA as data processor
WEEXA will also process personal data in performing its Services. In that case, the data will be processed by WEEXA as the Client’s data processor, under the conditions set out in the data processing agreement appended to the relevant framework agreement and/or quotation and/or commercial offer.

ARTICLE 18: FORCE MAJEURE

Neither Party shall be liable to the other if performance of the Contract is delayed or prevented by force majeure.
Force majeure is as defined by the case law of the French courts.
The Party affected by force majeure shall immediately inform the other Party by any means it considers appropriate, confirmed by registered letter with acknowledgement of receipt, setting out the exceptional circumstances that make it impossible to perform its contractual obligations and providing all relevant supporting evidence.
In all cases, the Party affected by force majeure shall use its best efforts to limit its duration and consequences.
A force majeure event may suspend performance of the relevant framework agreement and/or quotation and/or commercial offer for a period equal to the duration of the event. As soon as it becomes aware of such an event, the Party that considers it can no longer meet its obligations must notify the other Party by registered letter with acknowledgement of receipt. If the force majeure event lasts more than two (2) months, the Parties agree to meet to redefine the terms of their contractual relationship.

ARTICLE 19: ASSIGNMENT

The Client may not validly assign the relevant framework agreement and/or quotation and/or commercial offer, in whole or in part, without WEEXA’s prior written consent.
A change in the majority shareholding of the Client’s company, a contribution in kind, a merger or absorption and, in general, any transaction that changes control of the Client’s company shall be treated as an assignment. Failure to comply with this obligation may result in termination of this Contract without further formality.

ARTICLE 20: JURISDICTION

This document is governed by French law.
Failing an amicable settlement, any dispute between the Parties concerning the formation, interpretation, performance or termination of the Contract shall be subject to the express and exclusive jurisdiction of the competent courts of Nanterre, notwithstanding multiple defendants or third-party claims, including for urgent or protective proceedings, whether by summary proceedings or by application.
This document constitutes the entire agreement concerning the Services and supersedes all prior oral or written communications between the Parties.

General Terms and Conditions of Sale
Unless otherwise provided in agreed Specific Terms, any order implies the Client’s unreserved acceptance of the above General Terms and Conditions of Sale, notwithstanding any terms printed on the Client’s own documents.