Terms & Conditions of Sale 2024 Sicara

1 - SCOPE OF APPLICATION 
These General Terms and Conditions of Sale constitute, in accordance with Article L 441-6 of the French Commercial Code, the basis of the commercial relationship between the parties. Their purpose is to define the conditions under which the company SICARA ("The Provider") provides to the professional customers ("The Customers or the Customer") who request it, the following services: "Description of the Provider's services" ("the Services"). They apply, without limitation or qualification, to all Services rendered by the Service Provider to Customers in the same category, regardless of any clauses that may appear in the Customer's documents, including its general terms and conditions of purchase. Any order of Services implies, on the part of the Customer, the acceptance of these General Terms and Conditions of Sale. In accordance with the regulations in force, the Provider reserves the right to depart from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Customer, by establishing Special Terms and Conditions of Sale. 

2 - ORDERS
The sale of Services is not complete until the Provider issues a quotation and the Customer accepts the quotation. If the Customer cancels the order after acceptance by the Provider less than 15 days before the date scheduled for the provision of the Services ordered, for any reason except force majeure, the advance payment made at the time of ordering, as defined in Article 14, "Invoicing and Payment", of these Terms and Conditions, shall be forfeited to the Provider and shall not be refundable.

3. - STATUS OF THE PROVIDER 
SICARA shall act as an independent contractor and neither SICARA nor its employees, servants, agents or representatives, if any, shall act or be deemed to act as an employee(s), servant(s), agent(s) or representative(s) of Customer or its clients for any purpose whatsoever. The Client contracts with the Provider intuitu personae; the Provider may not subcontract its services without the Client's prior written consent. 

4. - EXCLUSIVITY
Customer acknowledges that SICARA's various teams are involved in a wide range of consulting and software development activities. As such, they act for many clients, including clients and companies that may be competitors of the Client. In this context, SICARA agrees to implement and comply with the following Chinese Wall policies and procedures to avoid (i) conflicts of interest between the performance of services under this Agreement and its commitments to its other clients and/or (ii) undue circulation of Client's Confidential Information within SICARA. 

5. - REALIZATION OF THE SERVICES 
SICARA declares that it holds all the necessary authorizations to perform the services, and that it is in compliance with the laws applicable to the services. SICARA undertakes to provide at all times the necessary means and manpower for the proper performance of the Services. To this end, it is expressly agreed between the parties that SICARA retains authority over its personnel, who shall remain under its control and responsibility, and shall bear all expenses incurred in the performance of the Services. However, if SICARA's personnel go to Customer's or Customer's clients' premises, they shall comply with the internal regulations and safety rules in force at such premises. As a professional, SICARA undertakes to assign qualified personnel to perform the services. SICARA will guarantee the stability of its personnel, and in case of unavailability, it undertakes to take all necessary measures to ensure continuity of services. In the absence of reservations or complaints expressly made by the Customer upon receipt of the Services, the Services will be deemed to be in conformity. The Customer shall have a period of 10 days from the provision of the Services to make such reservations or claims in writing to the Provider, together with all supporting documents. No claim shall be validly accepted if the Customer fails to comply with these formalities and deadlines. The Service Provider shall promptly refund or rectify (to the extent possible) to the Customer, at the Customer's expense, any Services proven to be defective by the Customer in a manner acceptable to the Customer. 

6. - CONTRACTUAL RESPONSIBILITY
SICARA guarantees the good execution of the mission provided that the Client: - Provides its collaborators with all the elements necessary for the realization of the studies or the works. - Introduce its collaborators to any person of the company concerned by the mission. - Warn its collaborators in good time of any changes that could have a significant impact on the work in progress. The Provider's liability shall be limited to direct damages to the exclusion of any indirect damages of any kind. In order to assert its rights, the Customer shall, under penalty of forfeiture of any action relating thereto, inform the Provider, in writing, within a maximum period of 30 days from the discovery of the alleged facts. In any case, in the event that the Provider's liability is retained, the Provider's guarantee shall be limited to the amount paid by the Customer for the provision of the Services.

7. - RECONDUCTION
Any extension or renewal shall be subject to a new written estimate specifying the details of the mission. 


8. - INSURANCE
SICARA undertakes to take out and maintain throughout the performance of the services insurance policies covering the risks inherent to its activity. 

9. - TERMINATION
In the event of non-compliance by either party with their obligations under this contract, it may be terminated at the option of the injured party. It is expressly understood that this termination for failure of a party to meet its obligations will take place by operation of law 30 days after receipt of a formal notice to perform, which has remained, in whole or in part, without effect. The formal notice may be served by registered letter with acknowledgement of receipt or any extrajudicial act. This formal notice shall mention the intention to apply this clause. In any event, the injured party may seek damages in court. 

10 - EXCEPTION OF NON-PERFORMANCE
It is reminded that in application of article 1219 of the Civil Code, each Party may refuse to perform its obligation, even though it is due, if the other Party does not perform its own obligation and if such non-performance is sufficiently serious, i.e., likely to jeopardize the continuation of the contract or to fundamentally upset its economic equilibrium. The suspension of performance shall take effect immediately upon receipt by the defaulting Party of the notice of default sent to it for this purpose by the Party suffering the default, indicating the intention to apply the exception of non-performance as long as the defaulting Party has not remedied the default noted, served by registered letter with acknowledgement of receipt or on any other durable written medium allowing proof of sending. This exception of non-performance may also be used as a preventive measure, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one of the Parties will not perform its obligations and that the consequences of such non-performance are sufficiently serious for the Party suffering the default. This option shall be used at the risk of the Party taking the initiative. The suspension of performance shall take effect immediately, upon receipt by the Party presumed to be in default of the notification of the intention to apply the exception of preventive non-performance until the Party presumed to be in default performs the obligation in respect of which a failure to perform is manifest, served by registered letter with acknowledgement of receipt or on any other durable written medium that provides proof of sending. However, if the impediment is definitive or persists beyond 30 days from the date of notification of the impediment by registered letter or bailiff's writ, the present contract shall be purely and simply terminated in accordance with the terms and conditions set out in the article entitled "Termination for failure by a party to fulfil its obligations". 

11. - FORCE MAJEURE 
The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, as defined in Article 1218 of the Civil Code. The Party noting the event shall immediately inform the other Party of its inability to perform its service and justify this to the latter. The suspension of obligations shall in no case be a cause of liability for non-performance of the obligation in question, nor shall it lead to the payment of damages or penalties for delay. The performance of the obligation is suspended for the duration of the force majeure if it is temporary. Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the Parties shall make every effort to resume normal performance of their contractual obligations as quickly as possible. To this end, the prevented Party shall notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or any extrajudicial act. If the impediment is definitive, the present contract shall be purely and simply terminated in accordance with the terms and conditions defined in the article "Termination for force majeure". 

12. - CONFIDENTIALITY
SICARA will ensure the protection of all information, data, methods, tools or documents of the Customer or its clients that it may have knowledge of or that will be entrusted to it during the execution of the services. 

13. - INTELLECTUAL PROPERTY
The product or result of the object of the mission, will be, after its complete payment, the property of the Customer who will exercise towards this one all the patrimonial rights of the authors. SICARA transfers to the customer, on an exclusive basis, as and when their creations are made, all copyrights relating to the computer developments made, including without exception or reservation all rights of reproduction, representation, translation, adaptation, transformation and arrangement, for any use and for any direct or indirect exploitation of all or part of the computer developments made, and of any creation derived from them, whatever the mode, and this in any capacity whatsoever, in all forms and on all media, including those not foreseeable or not foreseen at the date of the transfer. 

14. - BILLING AND PAYMENT
Customer will be invoiced on a time basis, based on a man-day rate depending on the profile of each collaborator. Invoices should be paid within twenty-one (21) days from the date of issue by SICARA. For assignments lasting less than 4 weeks, payment of the entire assignment is requested on the date of signature of the quote. For assignments lasting more than 4 weeks, payment of a 25% advance is required on the date of signing the quotation. Any delay in payment will be reported to the credit insurance company, whose cost will be billed to the Client. In the event of late payment and payment of the sums due by the Customer beyond the time limit fixed above, the invoice will be increased by a fixed indemnity of 10% of the amount due, including VAT. This penalty shall be automatically and by right acquired by the Service Provider, without any formality or prior notice. 



15. - REFERENCE
The Customer authorizes SICARA to mention its name or corporate name, and to illustrate it with its logo in its commercial documents, website, professional events, as references for the purpose of commercial promotion of SICARA. 

16. - NO SOLICITATION 
The Customer waives for a period of two (2) years after the expiration of this Agreement to solicit, hire or employ, even indirectly, any of SICARA's employees participating in the Agreement. This waiver shall also apply to all former SICARA employees who participated in the Agreement, for a period of two (2) years following the date of termination of their employment (leaving the workforce) and for whatever reason (resignation, dismissal...). In the event of breach of this clause, Customer shall automatically pay to SICARA as damages an amount equal to twenty-four (24) months gross salary of the employee concerned, plus employer's charges and all costs of hiring a replacement. 

17. - PROCESSING OF PERSONAL DATA 
SICARA is authorized to process on behalf of the Client the personal data necessary to provide the assignment. SICARA undertakes to : - comply with the current regulations applicable to the processing of personal data in the context of its contractual relationship with the Client, and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 applicable as of May 25, 2018 (hereinafter, "the European Data Protection Regulation"); - process the data only for the sole purpose(s) that is/are the subject of the subcontracting under the contract. 

18. - ATTRIBUTION OF COMPETENCE 
In the absence of an amicable agreement between the parties, all disputes relating to the present contract will be under the exclusive jurisdiction of the Commercial Court of Paris, even in the event of multiple defendants or a call for guarantees.

19. - JURISDICTION
Any dispute relating to the interpretation, performance, or validity of these General Terms and Conditions of Sale is governed by French law, regardless of the rules of conflict of laws. In the event of a dispute that cannot be resolved amicably between the parties, exclusive jurisdiction is granted to the competent French courts, even in the case of summary proceedings, incidental claims, or multiple defendants.
The parties expressly agree that this jurisdiction clause applies to both judicial proceedings and arbitration or mediation procedures that may arise following or in connection with the obligations stipulated in these General Terms and Conditions of Sale.
Notwithstanding the foregoing, the company reserves the right to seek any competent jurisdiction for the implementation of an enforcement order or urgent and necessary conservatory measures.