Terms
Pléiade Special Terms
ARTICLE 1: PURPOSE
The purpose of these special terms is to define the technical and financial conditions under which SIMAFRI designs and develops software answering the Client's own needs, then hosts and operates it, within the framework of the "Pléiade by Simafri" service (hereinafter referred to as the "Service"). They supplement SIMAFRI's General Terms of Service; in the event of contradiction, these special terms prevail for the Service concerned.
The Service comprises two inseparable parts: the construction of the software (the "Construction"), invoiced at a fixed price, and its hosting and operation (the "Operation"), invoiced by subscription from the going live.
The specific developments carried out for the Client's project become the property of the Client, under the conditions of article 8.
ARTICLE 2: SPECIFICATION AND QUOTE
2.1. A project begins with a written description by the Client of the need to be covered: what the software is to do, who uses it and how the Client works today. SIMAFRI puts to the Client the questions necessary to clarify this need.
2.2. On that basis, SIMAFRI submits to the Client a quote setting out the scope of the software to be built, the fixed price of the Construction and its payment schedule, the amount and frequency of the Operation subscription, and the indicative time frame of the Construction. Together with the specification to which it refers, the accepted quote defines the scope of the Service and forms part of the Contract.
2.3. The work of the Construction begins upon acceptance of the quote by the Client and, where the quote so provides, upon receipt of the first instalment. Items not appearing in the specification fall under article 6.
ARTICLE 3: COOPERATION OF THE CLIENT
3.1. Provision of materials. The Client provides SIMAFRI with the materials and information necessary for the Construction: description of their business rules and processes, texts, images, logo, contact details, data to be taken over, notices specific to their activity (in particular legal and regulatory notices applicable to their profession), as well as the accesses necessary to the third-party services to be connected.
3.2. Contact and decisions. The Client designates a contact person empowered to answer SIMAFRI's questions and to give the validations required by the progress of the Construction. The Client gives their answers and their validations within a reasonable time.
3.3. Time frames. The time frames of the Construction run from the complete receipt of the Client's materials and are extended by the time taken for the answers and validations awaited from the Client.
3.4. Warranties of the Client. The Client warrants that they hold all the rights and authorizations necessary over the materials and data provided and that their content is accurate, lawful and compliant with SIMAFRI's Code of Conduct. The Client indemnifies SIMAFRI against any third-party claims in this respect. The Client ensures that the intended uses of the software comply with the legal and regulatory requirements applicable to their activity, and informs SIMAFRI thereof at the time of the specification.
ARTICLE 4: GOING LIVE AND ACCEPTANCE
4.1. On completion of the Construction, SIMAFRI makes the software available to the Client at its own address so that they may verify that it conforms to the specification.
4.2. The Client has fifteen (15) calendar days from this provision to report in writing the non-conformities with the specification which they observe. SIMAFRI corrects them at its expense within a reasonable time and makes the software available again for verification.
4.3. Acceptance is acquired upon the Client's written agreement, or, failing a report within the period provided for in article 4.2, upon expiry of that period, or upon the putting into production use of the software by the Client. Acceptance opens the Operation and the invoicing of the corresponding subscription.
4.4. After acceptance, an anomaly which prevents the software from conforming to the specification is corrected by SIMAFRI within the framework of the Operation, at no additional cost, under the conditions of article 12.
ARTICLE 5: OPERATION
5.1. The Operation includes the hosting of the software on professional infrastructures, its monitoring, its regular backups, the application of the security updates of the software and of its technical components, the maintenance in operational condition of the whole, and the support described in article 12.
5.2. The software is operated in a space of its own, with its own data, on the technical foundations that SIMAFRI operates and maintains for all its services.
5.3. SIMAFRI may make changes to these technical foundations, and adapt the software accordingly, where the security, the stability or the maintenance in operational condition of the whole so require. Such adaptations are carried out at SIMAFRI's expense and preserve the features covered by the specification.
ARTICLE 6: CHANGES AND EVOLUTIONS
6.1. A request that goes beyond the scope of the accepted specification, whether during the Construction or during the Operation, is described in writing by the Client and is the subject of a quote submitted before any work is carried out. This quote states, where applicable, the effect of the evolution on the amount of the Operation subscription.
6.2. Where an evolution results from a change in the legal or regulatory requirements applicable to the Client's activity, it follows the same course.
ARTICLE 7: THIRD-PARTY COMPONENTS
The software may make use of software components published by third parties, in particular open-source components, under their own licences. SIMAFRI selects these components, applies their updates and maintains them in operational condition within the framework of the Operation. SIMAFRI is not the publisher of these components and guarantees neither the absence of anomalies in them, nor their correction by their publishers within a given time. Where a third-party component is discontinued by its publisher, SIMAFRI proposes to the Client the terms of its replacement.
ARTICLE 8: INTELLECTUAL PROPERTY
8.1. The materials and data provided by the Client (texts, images, logo, trademarks, business data) remain their property.
8.2. Assignment of the specific developments. SIMAFRI assigns to the Client the entirety of the patrimonial rights over the specific developments carried out for the needs of their project, including those carried out over the course of the evolutions provided for in article 6: source code, data structures, specific interfaces and the documentation associated with them. This assignment covers the rights to reproduce, represent, adapt, modify, translate, integrate and distribute these developments, and to have them so treated by any third party of the Client's choosing; it is granted for the whole world, for the legal duration of protection of these rights and for all methods of use. It takes effect upon full payment of the price of the Construction concerned, and is included in that price.
8.3. Delivery of the source code. SIMAFRI delivers to the Client, upon their request and at no additional cost, the source code of the developments referred to in article 8.2 together with the items necessary to install and operate them. This delivery is renewed upon request over the course of the evolutions and, in any event, at the end of the Service.
8.4. Foundations of SIMAFRI. SIMAFRI remains the owner of the technical foundations, frameworks, libraries, components and know-how which it holds prior to the project or which it develops for the needs of all its services, and which it makes use of within the software. SIMAFRI grants the Client, over these items and for their use within the software alone, a right of use that is non-exclusive, worldwide, free of charge and granted for the legal duration of protection of said rights, including after the end of the Operation, together with the right to have the software operated, maintained and modified on that basis by any third party of the Client's choosing.
8.5. Third-party components. The components referred to in article 7 remain governed by the licences of their respective publishers, which follow the software. SIMAFRI informs the Client, upon request, of the components used and of the licences applicable to them.
8.6. Know-how of SIMAFRI. The assignment provided for in article 8.2 leaves SIMAFRI free to use the knowledge, methods and know-how acquired over the course of the project, and to design and operate software answering similar needs for its other clients.
8.7. SIMAFRI may refer to the project carried out as a commercial reference, unless the Client objects in writing.
ARTICLE 9: CLIENT DATA, EXPORT AND REVERSIBILITY
9.1. The data held by the software remains the exclusive property of the Client. SIMAFRI does not use it for any purpose other than the provision of the Service and treats it confidentially, under the conditions of the General Terms of Service.
9.2. Reversibility. The Client may at any time request the delivery of a complete copy of the data of their software, in a standard and reusable format.
9.3. After the end of the Service, whatever the cause, the copy provided for in article 9.2 remains available upon request for thirty (30) days, after which the data is deleted from SIMAFRI's active systems without further notice or retention obligation. It is the Client's responsibility to retrieve, before that date, the items that their legal retention obligations require them to keep.
ARTICLE 10: BACKUPS
SIMAFRI performs regular backups of the software and of its data for service continuity purposes. These backups do not exempt the Client from making and keeping their own exports for the data they consider critical. The restoration of a backup is included where the loss of data results from the Service; it may be invoiced, on the basis of a quote accepted in advance, where it is made necessary by the actions of the Client or their users (deliberate or accidental deletion or alteration of data).
ARTICLE 11: AVAILABILITY
11.1. SIMAFRI targets a monthly availability rate of the software of 99.9%, excluding scheduled maintenance windows, cases of force majeure and unavailability attributable to the Client or to third parties (the Client's network or equipment, third-party services connected at the Client's request, computer attacks, general failure of the Internet network).
11.2. In the event of a demonstrated failure to reach this objective, the Client may request, within thirty (30) days following the month concerned, a credit calculated pro rata to the unavailability observed and capped at the monthly amount of the Operation subscription. This credit constitutes the sole compensation due with respect to availability.
11.3. Scheduled maintenance is, to the extent possible, carried out outside business hours; major interventions are the subject of prior information.
ARTICLE 12: SUPPORT
12.1. The support included in the Operation covers the operation of the software: access to it, its availability, technical incidents, the correction of the anomalies referred to in article 4.4, and first-level questions on its operation. It is provided by the teams which built the software.
12.2. User training, the takeover or import of existing data outside the scope of the specification, and assistance in the Client's own uses constitute additional services, carried out on the basis of a quote accepted in advance.
ARTICLE 13: TERM, SUSPENSION AND TERMINATION
13.1. The Construction is invoiced according to the schedule set out in the accepted quote. The Operation is provided by subscription from acceptance, according to the frequency chosen at the time of the Order and renewable under the conditions of the General Terms of Service, for the duration set out in the quote and, failing that, without a minimum commitment period.
13.2. In the event of non-payment, SIMAFRI may suspend access to the software under the conditions of the General Terms of Service; the data is then retained for at least thirty (30) days from the suspension, a period during which full payment of the sums due restores access. At the end of this period, SIMAFRI may terminate the Service; article 9.3 then applies.
13.3. Where the Operation comes to an end, whatever the cause, the rights assigned to the Client under article 8.2 and the right of use granted to them under article 8.4 remain acquired to them. SIMAFRI delivers to them, under article 8.3, the source code of their software, and the Client keeps their data under the conditions of article 9. The Client is then free to have their software operated by the party of their choosing.