The contract is concluded between :
– ITBASE Consulting, a simplified joint-stock company incorporated under French law, whose registered office is located at 47 Boulevard de Courcelles 75008 Paris – France, registered with the Paris Trade and Companies Register under number 919 004 176, represented by its Chairman;
– and any individual or legal entity acting in a professional capacity, under private or public law, wishing to engage in one or more of the services provided by ITBASE Consulting, hereinafter referred to as the Customer.
Within the framework of the provision of services or supply of products, ITBASE Consulting offers IT consulting, IT and Datacenter operational management, audit preparation advice, administrative support for the development of your business, as well as support services for recruitment and career development.
All these services are detailed in each contract and addendum.
The purpose of these general terms and conditions of sale is to define the conditions under which ITBASE Consulting supplies products and/or services to its Customers.
ARTICLE 1: DEFINITIONS
Customer: Any individual or legal entity, signatory to the general and special contractual conditions of ITBASE Consulting for any service subscribed to with ITBASE Consulting. The Customer guarantees to be authorized for the purposes of the present contract.
Contractual documents: These general terms and conditions of sale automatically apply to any order or purchase of hardware, software and services placed with ITBASE Consulting by its customers, notwithstanding any purchase conditions included in the customer’s order. They may only be modified or supplemented by a contract or specific conditions previously and explicitly accepted in writing by ITBASE Consulting.
Datacenter: A secure building with electrical and network installations enabling hosting and Cloud Computing services to be delivered.
Services: Services to be provided by ITBASE Consulting in accordance with the provisions of the order form for the provision of an IT service.
Products: Any computer hardware or software or any other product offered by ITBASE Consulting.
Order: By order we mean: any written acceptance given by the customer on a quotation, a commercial proposal or a contract from ITBASE Consulting, on an order placed by the customer, e-mail, post, which acceptance implies a firm and irrevocable order. A simple agreement in response to a quotation, commercial proposal or contract is considered as a firm and irrevocable order. Any modification of a quotation or proposal or any addition by the customer of conditions (including purchase conditions) not included in an ITBASE Consulting proposal is deemed unwritten if it has not been the subject of an express and explicit agreement on the part of ITBASE Consulting, even if the customer’s order has been carried out without reservation. Any order placed by the customer with ITBASE Consulting implies that the customer acknowledges having read and understood the present general terms and conditions of sale in their entirety, and approves them unreservedly. In fact, if any observations are made or modifications desired, they must be transcribed in an ITBASE Consulting document specifying the particular conditions of the contract.
Contract addendum: A contract addendum in no way calls into question the original contract signed; it always concerns an addition to the scope of the initial contract. Each amendment includes co-terming and contract renewal services. Co-terming aligns the billing of the original contract and all current amendments with the term of the last amendment signed. This generates a single invoice for the entire contract for the same term. Tacit contract renewal allows the customer to renew the contractual term of previous contracts and amendments.
ARTICLE 2: PURPOSE
The present general conditions of sale determine the contractual conditions binding ITBASE Consulting and the CUSTOMER for the supply of IT services and in a non-exhaustive manner: management of the IT service including the datacenter and IT support, support for the preparation of audits and other administrative support, supply and installation of IT equipment and software, telecommunications, training of customer users in datacenter familiarization, support for recruitment and career development.
These general terms and conditions of sale form an integral part of any order or contract between a CLIENT and ITBASE Consulting.
ARTICLE 3: CONTRACTUAL DOCUMENTS AND PRIORITIES
In order for the services subscribed to by the customer to be deemed contractual, the customer must return to ITBASE Consulting by post or e-mail in the original versions:
– All completed orders, including the direct debit authorization, dated, initialed and signed with stamp for companies.
– RIB / IBAN
The customer acknowledges having read these general terms and conditions on signing a contract or amendment with ITBASE Consulting and declares his unreserved acceptance of them.
In the event of contradiction, any special conditions stipulated in an order systematically take precedence over these general sales conditions.
ARTICLE 4: CONDITIONS OF INVOICING AND CANCELLATION OF SUBSCRIPTION SERVICES
ITBASE Consulting will acknowledge receipt of the order to the Customer. The simple fact of issuing a purchase order will constitute full acceptance of the present General Terms and Conditions.
Invoicing is carried out by default on a monthly basis and to the entity having issued the purchase order, in its entirety, in a single invoice.
ITBASE Consulting reserves the right to refuse an order within 30 days of the date of receipt, as evidenced by the postmark or electronic transmission date. For any exchange of information by e-mail, the date and time of the ITBASE Consulting server will be taken as proof between the parties. This information will be kept by ITBASE Consulting for the entire period of the contractual relationship, plus the limitation period for any legal action.
The customer accepts unreservedly to receive ITBASE Consulting invoices exclusively by electronic means, in accordance with article 289 bis of the French General Tax Code. Consequently, the customer expressly declares that he will no longer receive paper invoices. Should the customer wish to receive one or more invoices by post, each invoice will be invoiced at a rate of forty-nine euros excluding VAT.
The customer may terminate the original contract or a rider by registered letter with acknowledgement of receipt. The registered letter with acknowledgement of receipt must be sent three months before the end of the commitment named as the contractual anniversary date or of the amendment(s). The anniversary date corresponds to the effective start date of the service, as recorded in the acceptance report and/or the start of invoicing.
In the event of termination, the contract in question will be invoiced up to the end of its term, with the issue of a single invoice.
If the contract is not terminated within three months of the anniversary date, it is tacitly renewed for a period equivalent to the initial commitment, or by default for a period of twelve months.
Invoices are issued on the date the order form is signed. Once the first direct debit has been made and received by ITBASE Consulting, ITBASE Consulting has a maximum of fifteen working days to make the service available. If ITBASE Consulting does not meet this deadline of fifteen working days, the effective billing date will be that specified in the e-mail sent by ITBASE Consulting to the customer to inform him that the service is operational. The customer then has 48 hours to inform ITBASE Consulting by e-mail that the service concerned is not operational, information that ITBASE Consulting must validate by return e-mail also within 48 hours. The date and time of the ITBASE Consulting server will be taken as proof. Without receipt of an e-mail from the customer specifying the service or services that are not operational within 48 hours, the service is deemed operational and compliant with the customer’s request.
For orders and contracts in the form of a subscription, any month begun is considered as due in its entirety.
ARTICLE 5: CUSTOMER OBLIGATIONS
The Customer undertakes to take out an insurance policy covering all the provisions of article 15 “Insurance” of these general terms and conditions.
ARTICLE 6: LIABILITY OF ITBASE Consulting
The parties expressly agree that ITBASE Consulting may only be held liable in the event of a proven fault on the part of ITBASE Consulting. Any complaint, whatever its nature, must be sent by registered letter with acknowledgement of receipt, setting out the grievances in detail and listing the provisions infringed, to the head office of ITBASE Consulting.
Any complaint and/or dispute by the Customer against ITBASE Consulting must be made no later than eight (8) working days from the date of the event giving rise to the complaint, failing which it will be forfeited.
ITBASE Consulting cannot be held responsible for the content of the information, sound, text, images, form elements, data accessible on the sites and/or systems hosted on the Customer’s or ITBASE Consulting’s server(s), transmitted or put on line by the Customer, for any reason whatsoever.
Each of the parties declares that it is responsible for any damage, involving its liability in tort, which it may cause to the other party, its employees or any third party in the performance of the contract, subject to the provisions set out below.
The Customer formally acknowledges and accepts that ITBASE Consulting shall not be held liable, directly or indirectly, in any way whatsoever, for damages related to :
– An interruption in the delivery of the services covered by the present contract, beyond ITBASE Consulting’s control and/or motivated by any misconduct on the part of the Customer;
– A case of force majeure as defined in article force majeure of the present contract;
– Any commercial prejudice, loss of profits or customers (for example, untimely disclosure of confidential information concerning them as a result of system failure or hacking), loss of orders, any commercial disturbance whatsoever, damage to brand image or action directed against the customer by anyone whatsoever, for which the customer shall be its own insurer or may take out appropriate insurance;
– In the event of misuse of equipment or software by the customer and/or its technical contacts;
– In the event of suspension of delivery of Services in the cases referred to in the article on suspension of Services.
In any event, the amount of damages or penalties due under the liability of ITBASE Consulting shall not exceed the amount of penalties specified in the purchase orders or contracts. In the event of non-specification, no compensation may be applied.
The Customer acknowledges that no stipulation herein shall release it from its obligations to pay the whole of the original contract and any amendment(s) thereto.
ARTICLE 7: FORCE MAJEURE
Neither party to the contract shall be liable for the partial or total non-performance of its obligations or for any delay in the performance of its obligations, if such non-performance or delay has been caused by an event of force majeure such as : total or partial strikes, internal or external to the company, lock-outs, bad weather, epidemics, earthquakes, fire, storms, floods, water damage, total or partial malfunction resulting from disruptions or interruptions in the supply or operation of telecommunications facilities provided by the network operator(s), administrative or legal government restrictions, legal or regulatory changes to forms of marketing, orders from the public authorities imposing the total or partial suspension of telecommunications services under the conditions laid down by the legislation and regulations in force, blocking of telecommunications, electrical failure to which the service covered by the contract is connected, without this list being exhaustive but complying with the cases determined by the jurisprudence of the French courts at the date of the triggering event.
The occurrence of a case of force majeure will initially suspend, ipso jure, the performance of all or part of the contract.
The party wishing to invoke force majeure must, within eight (8) days, under penalty of forfeiture, notify the other party, by registered letter with acknowledgement of receipt, of the beginning and end (if foreseeable and certain) of this event and indicate the possible consequences of this force majeure on its contractual obligations. The parties will endeavor in good faith and in all loyalty to take all reasonable and possible measures to deal with the case of force majeure and to continue performance of the contract. The party affected by an event of force majeure shall keep the other party regularly informed by e-mail of the prognosis for the removal or reinstatement of the event of force majeure.
If, after a period of three (3) months, the contract remains suspended due to an event of force majeure, it will be automatically terminated without legal formalities by registered letter with acknowledgement of receipt, subject to fifteen (15) days’ notice, unless expressly agreed otherwise by the parties. Such termination entitles ITBASE Consulting to payment by the Customer for services rendered up to the effective date of termination of the contract.
If the case of force majeure lasts for more than one hundred and twenty (120) days, consecutive or otherwise, either party may terminate the contract unilaterally by operation of law without legal formalities by registered letter with acknowledgement of receipt, subject to fifteen (15) days’ notice, unless the parties expressly agree otherwise.
Such termination entitles ITBASE Consulting to payment by the Customer for services rendered up to the effective date of termination of the contract.
ARTICLE 8: INSURANCE
The Customer must ensure that its insurance policy covers any operating loss, loss of profits, intangible damage, loss of data, etc.
ITBASE Consulting undertakes to ensure that it has an insurance policy taken out with a solvent company.
ARTICLE 9: SUSPENSION OF SERVICES
ITBASE Consulting reserves the right to suspend the supply of all or part of the Services, by notification to the Customer until further written notice, if:
– the Customer has failed to fulfil one of its contractual obligations;
– ITBASE Consulting has legitimate reason to believe that the Customer is fraudulently using the Services subscribed to, or is attempting to do so, or is acting in violation of the laws and regulations when using the Services;
– the Customer prevents ITBASE Consulting from performing its contractual obligations or prevents normal performance thereof.
ARTICLE 10: CONFIDENTIALITY
Each party will keep strictly secret and undertakes not to divulge or communicate to any third party any information belonging to the other party of which it may become aware as a result of the contract, and agrees to treat such information as strictly confidential.
This information concerns any document or information of any nature whatsoever, exchanged on any medium whatsoever and in any manner whatsoever, in particular orally, during meetings or discussions belonging to the other party, notably concerning economic, technical, commercial, know-how or methodological aspects.
Unless otherwise agreed in writing between the parties, the present obligations will remain in force for the entire duration of the contractual relationship, plus two years following its termination.
Should either party fail to comply with its obligations under this agreement, the other party may give formal notice to do so. In the event that this formal notice, sent by registered letter with acknowledgement of receipt, remains unsuccessful for a period of ten (10) days after notification, the other party will be entitled to take any action and/or legal action necessary against itself and/or against any co-perpetrator or accomplice, and to claim damages.
ARTICLE 11: MODIFICATION OF SCOPE
The scope of the original contract signed by the customer may only be modified by amendment(s). Each amendment is formalized in the form of a “bon pour accord” by e-mail or other means, stipulating the original contractual references to which the amendment refers. Special conditions are specified on the original contract and on each amendment. The parties agree that ITBASE Consulting may by right modify its service without any formality insofar as this does not generate any negative impact on the quality of services. Agreements by signed amendments are not necessary when there is an existing contract, the scope of which can be increased on simple request by e-mail.
ARTICLE 12: GENERAL PROVISIONS
Headings : The headings of the articles of the general terms and conditions are for ease of reference only and do not, in themselves, have any contractual value or particular meaning.
ARTICLE 13: ASSIGNMENT OF CONTRACT
It is expressly agreed that the Customer may not assign, whether free of charge or against payment, the rights and obligations referred to herein, without the prior and express written consent of ITBASE Consulting. The customer signing the present contract will be considered as the sole contracting party of ITBASE Consulting.
ITBASE Consulting reserves the right to transfer the contract as well as the amendment(s), individually or in their entirety, without the customer being able to object. ITBASE Consulting’s only obligation in this respect is to provide information.
ARTICLE 14: APPLICABLE LAW AND JURISDICTION
The present general conditions are subject to French law. Any dispute relating to the formation, interpretation, performance or validity of the contract or any of its clauses which the parties are unable to resolve amicably shall be submitted to the exclusive jurisdiction of the Versailles Commercial Court, which shall have sole jurisdiction, even for emergency or conservatory proceedings, in summary proceedings or by petition.
ARTICLE 15: PENALTIES
Unless otherwise specified in an order, ITBASE Consulting is not subject to the payment of any financial penalty in the event of non-compliance with the SLA. In the event of special conditions stipulated in an order, the amount of the penalties will be deducted from the invoice following the period affected, and is applicable to the next fee for ITBASE Consulting services.
ARTICLE 16: CUSTOMER CONTACTS
On the original contract and on each amendment, the Customer must specify to ITBASE Consulting, the financial, administrative and technical contacts for the smooth running of the original contract and its amendment(s). For each contact, the customer will provide: first name, surname, position, e-mail, telephone.
For any questions relating to these general sales conditions, please contact ITBASE Consulting by e-mail: info@itbaseconsulting.com