Terms
Simafri ERP Special Terms
ARTICLE 1: PURPOSE
The purpose of these special terms is to define the technical and financial conditions under which SIMAFRI makes available to the Client, in hosted mode, the business management software "Simafri ERP", published and operated by SIMAFRI (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.
ARTICLE 2: DESCRIPTION OF THE SERVICE
2.1. The Service includes the provision of the software in hosted mode, its hosting on professional infrastructures, its monitoring, its regular backups, the application of updates and evolutions and the operational support described in article 11.
2.2. The functional catalogue of the Service, the volumes, the term, the pricing and the other characteristics of the Service are those of the offer description in force on the day of the Order, which forms part of the Contract. The features of the catalogue are made available to the Client as a whole, without an unlocking option.
2.3. Access to the Service is via the Internet by means of credentials provided to each user. The Client and their users ensure the confidentiality of their credentials; any operation carried out by means of a user account is deemed to have been carried out by the Client.
ARTICLE 3: SCOPE OF A SUBSCRIPTION
3.1. A subscription covers the management of one company: its third parties, its documents, its numbering series, its bank entries and its stock. The data of a company is held in a space of its own.
3.2. The number of users and of third parties recorded within a subscription is not limited by the number of persons, within the conditions of article 5.
3.3. Where the Client manages several companies, each of them is the subject of a subscription, under the terms of the offer description in force on the day of the Order.
ARTICLE 4: SOFTWARE AND RIGHT OF USE
4.1. The software is published, maintained and operated by SIMAFRI. SIMAFRI grants the Client, throughout the duration of the Service, a non-exclusive and non-transferable right to use the software for the needs of their activity.
4.2. The software and all the items that compose it (source code, models, interfaces, documentation) remain the property of SIMAFRI. The right of use granted does not entail any transfer of the intellectual property rights over these items and does not include the provision of the source code.
4.3. The Service is subscribed by the Client for the needs of the companies they manage. The provision of the Service to third parties, its resale and its sharing between separate organizations are the subject of a specific agreement in writing between the Parties.
ARTICLE 5: USERS AND ACCESS
5.1. The Client administers their users: they open and close the accounts, define the rights attached to them, and organize the operation of the software within their company.
5.2. Each user holds their own credentials, which are personal to them. The traceability of the operations recorded in the software rests on this individual identification; the Client ensures that their users do not share their credentials.
5.3. The Client remains responsible for the use made of the Service by their users and communicates to them the terms in force.
ARTICLE 6: CLIENT DATA, EXPORT AND REVERSIBILITY
6.1. The data entered or imported by the Client into their space remains their exclusive property. 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.
6.2. Reversibility. The Client may at any time export their third parties, their documents and their bank entries from the software, in the formats made available, including the accounting export intended for their accountant. The Client may also request the delivery of a complete copy of the data of their space. This reversibility is of the essence of the offer: the data belongs to the Client, who may have it operated elsewhere if they so wish.
6.3. After the end of the Service, whatever the cause, the copy provided for in article 6.2 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 7: BACKUPS
SIMAFRI performs regular backups of the spaces 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 8: AVAILABILITY AND MAINTENANCE
8.1. SIMAFRI targets a monthly availability rate of the Service 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, computer attacks, general failure of the Internet network).
8.2. 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 Service concerned. This credit constitutes the sole compensation due with respect to availability.
8.3. Scheduled maintenance is, to the extent possible, carried out outside business hours; major interventions are the subject of prior information.
ARTICLE 9: UPDATES AND EVOLUTIONS
9.1. SIMAFRI applies updates to the software and to the infrastructure in accordance with its policy of maintaining security and operational conditions. Updates may entail brief scheduled interruptions as well as changes to the interfaces and features of the software.
9.2. SIMAFRI enriches the functional catalogue of the Service over the course of its evolutions. A feature added to the catalogue is made available to the Client in the state in which it is delivered, under the terms of the offer description in force at that time.
ARTICLE 10: RESPONSIBILITIES OF THE CLIENT
10.1. The Client handles the functional administration of their space: business configuration, choice of their numbering series and of their rates, accuracy and lawfulness of the data entered, and issuance of the documents intended for their own third parties.
10.2. The Client remains solely responsible for the compliance of their activity and of their use of the Service with their legal, accounting, tax and social obligations, in particular as regards the form, the retention and the transmission of their commercial and accounting documents. The Service is a management tool: it constitutes neither an accounting or tax advisory service, nor a guarantee of compliance of the accounts or documents issued by the Client, which are the responsibility of the Client and their usual advisers.
10.3. Where the Client's use of the Service is manifestly disproportionate to the intended purpose of a business management tool (in particular volumes of data, of documents or of automated calls that are manifestly abnormal and lasting), SIMAFRI proposes a suitable offer to the Client and may, failing agreement, adjust the Service subject to reasonable notice.
ARTICLE 11: SUPPORT AND ADDITIONAL SERVICES
11.1. The included support covers the operation of the Service: access to the Service, availability of the space, technical incidents and first-level questions on the operation of the software.
11.2. User training, the takeover or import of existing data, the setting up of specific document models, and the connection of the Service to the Client's own applications constitute additional services, carried out on the basis of a quote accepted in advance. Where such a service is included in the offer description subscribed, it is provided under the conditions of that description.
ARTICLE 12: TERM, SUSPENSION AND TERMINATION
The Service is provided by subscription, according to the frequency chosen at the time of the Order and renewable under the conditions of the General Terms of Service, without a minimum commitment period unless otherwise stated in the offer description. In the event of non-payment, SIMAFRI may suspend access to the space 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 6.3 then applies.