Impressum

Article 1: Purpose and scope

These General Terms and Conditions of Sale (hereinafter “GTC”) govern all commercial relations between Bonx SAS (hereinafter “the Publisher”) and any professional client (hereinafter “the Client”) having signed a Purchase Order referencing the present GTC.
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The Publisher develops and markets an industrial management software platform (ERP/MES) in SaaS mode (remote access via the internet), the features of which are detailed in each Purchase Order. These GTC apply to the exclusion of any other conditions, except for express written derogation by the Publisher.

Article 2: Definitions

The terms defined below have the meaning attributed to them in these GTC and in any Purchase Order:

Article 3: Term and renewal

The contract enters into force on the date of signature of the Purchase Order and is concluded for the duration indicated therein (default: two years). It is then tacitly renewed by annual periods, unless terminated by either Party by registered letter with acknowledgement of receipt sent at least sixty (60) days before the anniversary date.

Article 4: Access to the software and deployemnt

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4.1 Deployment

The Publisher carries out the technical operations necessary to make the Software available under the conditions defined in the Purchase Order. The Client undertakes to collaborate actively and to comply with the validation deadlines incumbent upon it, in particular: designation of a project contact, provision of necessary access, response to validation requests within the agreed timeframes. Any delay attributable to the Client may not be held against the Publisher.

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4.2 Staging environment

A staging environment separate from the production environment is only provided if expressly provided for in the Purchase Order. In the absence of such mention, only the production environment is included in the subscription. The provision of a staging environment may be subject to separate billing according to the applicable pricing conditions.

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4.3 Access modalities

The Software is accessible in SaaS mode via the internet, from any compatible terminal equipped with an up-to-date browser. The Client is responsible for its internet connection and for the compliance of its workstations with the technical prerequisites specified in the Purchase Order. Login credentials are personal and confidential. The Client is solely responsible for their safekeeping and use. The Client shall notify the Publisher without delay in the event of suspected compromise.

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4.4 Hosting

Client Content is hosted on servers located within the European Union. The Publisher undertakes not to modify this location without the Client’s prior written consent. The Publisher implements appropriate technical and organizational measures to ensure the security, integrity and confidentiality of Client Content, including in particular: periodic backups, encryption of data in transit and at rest, strict access control, and traceability of actions performed on servers.

Article 5: Support and maintenance

The Publisher provides the Client, within the framework of the subscription, with the following services:

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• User support via the ticketing tool integrated into the Software
• Corrective maintenance: the Publisher uses its best efforts to correct Anomalies reported by the Client within the following indicative timeframes:

These timeframes are indicative and subject to the Client's active cooperation, understood as: the transmission of elements enabling the Anomaly to be reproduced (logs, screenshots, reproduction steps), the designation of an available technical contact, and access to the relevant environment if necessary. These timeframes do not constitute firm commitments and do not give rise to penalties.

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The Publisher is released from its support obligations in the following cases: misuse of the Software, unauthorised modification, non-compliance with technical prerequisites, the Client's failure to meet its contractual obligations, malfunction of a Third-Party Integration, or an external cause (force majeure, third-party network failure).

Article 6: Availability and service levels

The Publisher uses its best efforts to maintain the Software available 99.0% of the time per calendar month. The availability rate is calculated by excluding the following events, which are not counted as unavailability:

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• Planned maintenance, notified to the Client by email with at least 24 hours' notice
• Unavailability resulting from a failure of the Client's internet connection or information system
• Unavailability caused by an act or omission of the Client or a third party not mandated by the Publisher
• Force majeure within the meaning of Article 1218 of the French Civil Code
• Malfunctions of third-party systems or services (cloud providers, network operators, Third-Party Integration publishers)

In the event of significant unavailability attributable to the Publisher, the Parties shall come together in good faith to agree on appropriate corrective measures. The Publisher may not be held liable for unavailability resulting from the exclusion causes listed above.

Article 7: Software updates

The Publisher reserves the right to evolve the Software at any time, in particular for technical, security, regulatory or functional improvement reasons. These Updates are deployed within the framework of the subscription, at no additional cost to the Client.

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For Updates likely to significantly impact the Client's workflows or interface (substantial modification of an existing feature or removal of a feature), the Publisher undertakes to notify the Client by email with at least fifteen (15) calendar days' notice.
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The Client may not require the maintenance of a prior version of the Software. The Publisher does not guarantee the permanent compatibility of Third-Party Integrations with new versions of the Software. In the event of incompatibility, the Publisher uses its best efforts to assist the Client in adapting its Integrations, without this constituting an obligation of result.

Article 8: Third-party integrations

The Software may be connected to third-party systems or software (legacy ERP, CPMS, MES, supervision tools, external APIs) via connectors developed by the Publisher or by the Client.

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The Publisher may not be held liable for malfunctions, interruptions or incompatibilities resulting from a unilateral change in a third-party system (API modification, third-party software update, change of supplier by the Client). The maintenance of Third-Party Integrations in the event of a change in the relevant third-party system may be subject to billing under additional services.
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The Client is responsible for the compatibility of its third-party systems with the Software and undertakes to inform the Publisher of any planned change likely to affect the Integrations in place, with reasonable notice.

Article 9: Financial terms

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9.1 Prices and billing

Prices are those appearing in the Purchase Order, stated exclusive of taxes. Applicable VAT is added at invoicing. The billing frequency is that defined in the Purchase Order (monthly, quarterly, semi-annual or annual). A first invoice is issued on the start date, then at each due date according to the agreed frequency. Any activation of an option or team during a period is billed pro rata temporis on the following invoice.

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9.2 FTE-based pricing

The subscription is billed according to an FTE bracket grid defined in the Purchase Order. The applicable bracket for year N is determined based on the average FTE headcount recorded during year N-1, regardless of the billing frequency selected.

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The Client shall transmit, no later than 80 days before each anniversary date, a consolidated declaration of its FTE headcount accompanied by reasonable supporting documents. Failing this, the Publisher may apply the next higher bracket and proceed to retroactive regularization.

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9.3 Payment

Payment is made by automatic bank debit. Invoices are payable upon receipt. In the event of late payment, late interest is automatically due at the ECB rate plus 10 percentage points, as well as a flat-rate indemnity of €40 for collection costs.
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In the event of late payment exceeding ten (10) days after the due date, the Publisher may suspend access to the Software. This suspension is preceded by formal notice by registered letter with acknowledgement of receipt or by email with read receipt, with a five (5) business day cure period. Suspension may not occur during critical operational periods previously notified by the Client (monthly closings, audit periods, planned production campaigns), unless the payment delay exceeds thirty (30) days.

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9.4 Invoice disputes

Any invoice dispute must be notified to the Publisher within 20 days of receipt, in writing and with reasons. Disputing an invoice does not exempt the Client from settling other undisputed invoices.

Article 10: Intellectual property

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10.1 Publisher's rights

The Software and all related intellectual property rights are the exclusive property of the Publisher. This contract does not transfer any property rights to the Client.
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The Publisher grants the Client, for the duration of the contract and worldwide, a non-exclusive, non-assignable and non-transferable right of use, limited to the use of the Software in SaaS mode in the context of its own activities. Any reproduction, modification, decompilation, reverse engineering, database extraction or attempt to create a derivative work is expressly prohibited.
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The Publisher warrants that it holds the rights necessary for the conclusion of this contract and that the Software does not infringe the rights of third parties. It warrants the Client against any infringement action based on the Software.

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10.2 Client's rights

The Client is the sole owner of Client Content. The Client grants the Publisher a non-exclusive, worldwide and royalty-free licence to host, process and display this content solely for the purpose of performing the contract. This licence terminates at the end of the data portability period. The Client warrants that it holds all necessary rights to Client Content and that its use via the Software is lawful.

Article 11: Liability

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11.1 Publisher's liability

The Publisher is liable for direct and foreseeable damages resulting from a proven breach of its contractual obligations. Its liability is expressly excluded for any indirect damages (loss of revenue, data, business, reputation, loss of profit, production stoppage).
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The Publisher's liability is also excluded for any damage resulting from: a change in a Third-Party Integration not controlled by the Publisher; a correctly notified Update of the Software; use of the Software not in accordance with the documentation; or a failure of the Client's information system.
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In any event, the Publisher's liability is capped at the total amount of sums actually invoiced to the Client during the twelve (12) months preceding the event giving rise to liability.

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11.2 Client's liability

The Client is solely responsible for the use of the Software by its Users, for the lawfulness and quality of Client Content, and for the compliance of its information system with the technical prerequisites. The Client bears any damage caused to the Publisher or to third parties as a result of unlawful Client Content
or misuse.

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11.3 Insurance

Each Party undertakes to maintain, for the entire duration of the contract, Professional Liability insurance with a notoriously solvent insurer. Upon the Client's written request, the Publisher undertakes to provide a valid insurance certificate within ten (10) business days.

Article 12: Force majeure

Neither Party is liable for a delay or failure resulting from force majeure within the meaning of Article 1218 of the French Civil Code. The affected Party shall inform the other without delay. If the event continues beyond thirty (30) calendar days, either Party may terminate the contract without indemnity by registered letter with acknowledgement of receipt.

Article 13: Termination

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13.1 Termination for breach

In the event of a material breach by either Party of its obligations, not remedied within 30 calendar days following notification by registered letter with acknowledgement of receipt, the other Party may terminate the contract by operation of law, without prejudice to any damages to which it may be entitled.

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13.2 Effects of termination

The end of the contract, whatever the cause, results in the immediate cessation of the right of access to the Software at the end of the data portability period. Articles 10 (Intellectual Property), 11 (Liability), 16 (Confidentiality) and 21 (Applicable Law) survive the end of the contract.

Article 14: Data portability and data retention

At the end of the contract, whatever the cause, the Publisher returns the Client's Content in its last saved state to the Client, within one month of the request. Return in JSON or CSV format is included in the subscription. Any request for return in a specific different format may be subject to separate billing,
agreed by mutual consent.
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The Publisher then destroys all copies of Client Content on its servers within thirty (30) calendar days following the return, after the Client's written confirmation.
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The Client is solely responsible for complying with its own legal data retention obligations (traceability, quality standards, sector-specific regulatory requirements, in particular ISO 9001 or equivalent). It is the Client's responsibility to extract and archive the necessary data before the end of the contract. The destruction of Client Content by the Publisher does not exempt the Client from its legal or regulatory retention obligations.

Article 15: Publisher failure

In the event of cessation of the Publisher's activity, whether voluntary or resulting from insolvency proceedings, the Client may, on a gratuitous basis, obtain a copy of the Software's source code (hereinafter “Deposited Elements”) in order to continue its use for its own needs. The Client undertakes not to commercialise or make the Deposited Elements available to third parties or to Subsidiaries that were not users at the date of cessation.
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The Deposited Elements comprise everything a reasonably qualified developer needs to maintain the Software without the Publisher's assistance.

Article 16: Confidentiality

Each Party undertakes to keep confidential all information exchanged in the context of the performance of the contract, during its term and for three (3) years after its expiry or termination. This undertaking applies to all relevant personnel and subcontractors. Excluded from this obligation is information that is in the public domain, that was already known to the receiving Party before it was communicated to them, or the disclosure of which is required by law or a judicial decision.

Article 17: Personal data protection

In the context of the performance of the contract, the Publisher acts as a data processor within the meaning of Regulation (EU) 2016/679 (GDPR), the Client remaining the controller. As such, the Publisher undertakes to:

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• Process personal data only on documented instruction from the Client and solely for the purposes provided for in the contract
• Ensure the confidentiality of personal data processed and ensure that persons authorised to process them are subject to a confidentiality obligation
• Implement appropriate technical and organisational measures to ensure the security of personal data
• Not transfer personal data outside the European Union without prior written consent of the Client
• Inform the Client without delay of any personal data breach within the meaning of the GDPR
• Assist the Client in meeting its GDPR obligations, in particular to respond to requests by data subjects to exercise their rights
• Delete or return all personal data at the end of the contract, under the conditions defined in Article 14

The Publisher expressly undertakes not to use the Client's data to train or improve artificial intelligence models or any other machine learning system, during the term of the contract and for three (3) years after its expiry.

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The Publisher may engage sub-processors for hosting or data processing. Any recourse to a sub-processor is notified to the Client by email with thirty (30) calendar days' notice, during which the Client may raise a reasoned objection. The Publisher remains fully responsible for its sub-processors' compliance with the obligations of this article.

Article 18: Audit

The Client may, during the term of the contract and with twenty (20) business days' prior written notice, have an independent service provider carry out a security audit of the Software according to a scope and methodology agreed jointly. Audit costs are borne by the Client, except where the audit reveals vulnerabilities attributable to the Publisher, in which case the costs of remediation shall be borne by the latter.

Article 19: Personal provisions

19.1 Independence

The Publisher's personnel remain under its sole authority. The Publisher undertakes to intervene with qualified and competent personnel. It declares that it complies with all legal obligations relating to employment (social and tax declarations, absence of undeclared work).

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19.2 Non-solicitation

The Client undertakes not to recruit or directly or indirectly solicit any of the Publisher's staff assigned to the Services, during the term of the contract and within twelve (12) months following its expiry. In the event of a breach, the Client shall pay the Publisher an indemnity equal to twelve (12) months of the relevant staff member's gross remuneration.

Article 20: Miscellaneous provisions

• Entire agreement: the Purchase Order and these GTC constitute the entire agreement of the Parties and supersede any prior agreement on the same subject matter.
• Amendment: no amendment to the GTC is valid without prior notification to the Client with thirty (30) calendar days' notice. For the Purchase Order, no amendment is valid without an addendum signed by both Parties.
• Partial invalidity: if a clause is declared null and void or unenforceable, the other clauses remain in force, provided the general economic balance of the contract is not upset.
• Non-waiver: failure to exercise a right does not constitute a waiver of that right.
• Assignment: the contract may not be assigned by the Client without the Publisher's prior written consent. The Publisher may subcontract all or part of the Services, under its own responsibility.
• Dissolution of legal entity: in the event of merger, demerger or contribution in kind, the contract is automatically novated to the company succeeding to the rights of the relevant Party.

Article 21: Applicable law and jurisdiction

This contract is governed by French law. In the event of a dispute relating to its interpretation, performance or termination, the Parties undertake to seek an amicable solution within thirty (30) calendar days. Failing this, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of Paris, to which the Parties expressly attribute jurisdiction, even in the event of multiple defendants, warranty claims or summary proceedings.