General Terms of Sale and Use

These General Terms of Sale and Use (hereinafter "General Terms") apply between CEDREO, a simplified joint-stock company with a share capital of €212,740 registered with the Nantes Commercial and Companies Register (RCS) under the number 824 623 409, with its registered address at 16, boulevard Charles de Gaulle - Bât. B, 44800 Saint-Herblain, FRANCE (hereinafter referred to as "CEDREO" and the customer (hereinafter referred to as the "Customer").

CEDREO sells licenses for the "Cedreo" software solution that it makes available as a Subscription as a Service (SAAS mode).

ARTICLE 1 – Definitions

Wherever the expressions below are used in the text of these General Terms, they shall have the following meanings:

"Software" shall mean the "CEDREO" software solution.

"Customer" shall mean the entity subscribing to the Offer provided by CEDREO.

"User" shall mean the person – placed under the responsibility of the Customer or potentially the Customer itself – having access to the Software.

"Anomaly" shall mean a reproducible instance of non-compliance and/or a defect in the Software's configuration that prevents the proper functioning of the Software.

"Offer" shall mean the commercial proposal specifying the specific terms and conditions of CEDREO's offer in terms of price, Services and duration of commitment.

"Contract" shall mean the entirety of this document, the Offer and the General Terms, and any technical documents.

"Data" shall mean the information, publications and generally the data in the Customer databases, the usage of which is the object of the Contract, which may be consulted only by Users and by CEDREO, within the limits set out hereafter.

"Username" shall mean the login details consisting in the User's email and a password that are required in order to access the Software's functionality. Usernames shall be unique, personal and confidential. The Customer shall be provided with as many Usernames as there are Users.

"SAAS" shall mean the Model of remote access to the Software by a WEB browser via the Internet using the personalised Username for the Customer. The software application shall be installed on CEDREO's IT servers.

"Parties" shall mean CEDREO and the Customer either individually or collectively.

"Services" shall mean the services provided by and relating to the Software.

ARTICLE 2 – Object

2.1 – These General Terms are intended to provide the legal framework for the provision of the Software and its use by the User.

The Contract constitutes the entirety of the existing agreements between the Parties. It cancels and replaces any previous oral or written agreement relating to the purpose of the Contract. The Contract may only be waived by a written document from CEDREO.

By virtue of this contract, CEDREO grants the User:

  • Right of access to CEDREO servers subject to the terms set out hereafter;
  • A non-exclusive right of use of the Software;
  • A collection of Services defined hereafter, specifically data hosting, Software maintenance and technical assistance.

2.2 – The contractual documents shall be in the following descending order of priority:

  • The Offer;
  • Any technical documents explicitly specified as contractual;
  • These General Terms of Sale and Use and any annexes thereto;

In the event of any contradiction between one or more stipulations appearing in any of these various documents, the document having the higher priority shall prevail.

2.3 – Any Order shall imply unreserved acceptance of and full and complete compliance with these General Terms by the Customer.

Any document other than the General Terms, any technical documents and the Offer, including any catalogue, prospectus, advertisement, visuals (in particular the images contained in any document issued by CEDREO), issued by CEDREO, as well as the contents of its websites, are indicative, informative, non-contractual.

2.4 – Any substantial modification of the General Terms will be communicated to the Customer within thirty

(30) calendar days before they take effect. In case of refusal of the new general terms, the Customer remains free to terminate their Contract under the conditions of Article 18.1.

ARTICLE 3 – Description of services

3.1 – CEDREO software is a sales assistance tool designed to render an internal and external representation of a home.

The Software provides the User with the Services shown on its website, www.cedreo.com on the Customer's subscription date.

3.2 – The Software Services may vary based on the Plan selected.

3.3 – The visualizations generated by CEDREO software help render the User's projects.

These visualizations have no contract value.

CEDREO does not provide any guarantees with regard to the feasibility of the project.

The User is solely responsible for validating the technical details of the visualization rendered.

CEDREO shall not be held liable for the non-feasibility of the project or any other damages caused by the use of the visualizations rendered by the User.

ARTICLE 4 - Entry into force and duration of the Contract

4.1 Unless mentioned otherwise in the Plan, this Contract is concluded for a term of 1 (one) month (for the monthly plan) or one (1) year (for the annual plan) starting from when the Software is provided to the Customer's first User by CEDREO. The contract will be tacitly renewed for the same term under the same conditions.

In the event that the Customer would like to cancel the Contract, he or she must follow the procedure set forth in Article 18.

4.2 The concepts of “months” and “years” listed in Article 4.1 herein are considered to refer to calendar months. Therefore, for the first period concerned (first month or first year depending on the selected plan), the price for the Services will be billed on a pro-rata basis.

ARTICLE 5 - Price and terms of payment

5.1 - The financial terms to access the Services are set forth in the Plan.

The Software license fees are understood to be exclusive of taxes and fees.

The billing address is the address provided by the Customer when placing their order. In the event of a change, the Customer pledges to update their data as soon as possible (no changes can be made retroactively).

The User and/or Customer are responsible for the updating and validity of the data provided, such as the billing address, contact email, etc.

5.2 - The Customer agrees and accepts that CEDREO reserves the right to make changes during the contractual relationship to all or part of the Service components and/or the price of Services specifically due to changes in functionalities after the initial commitment period specified in the Plan.

In this case, the Customer will be informed of the new price policy using all means and it will apply to Services provided starting in the calendar month following the notification, after a minimum thirty (30) days notice. If the Customer rejects the new price for Services, he or see remains free to cancel the Contract under the terms and conditions set forth in Article 18 herein, failing which, the Customer will be considered to have accepted the new contractual terms and conditions.

5.3 If the price for the Plan increases during the subscription period without a change in Services, CEDREO will provide a minimum notice of 30 days from notifying the Customer using all means. At the end of this period, the Customer will be deemed to have accepted the new Price, which will become effective unless the Customer decides to cancel the Contract under the terms and conditions of Article 18 herein.

5.4 - Unless listed otherwise in the Plan, access to the Software is billed monthly at the beginning of the month.

The first month is billed on a pro-rata basis of the first month of operation starting with delivery of the Software.

5.5 - Without prejudice to any damages, the Customer's failure to pay an invoice by its due date will automatically lead to immediate suspension of their access to Services, until CEDREO acknowledges full and complete payment of all amounts owed by the Customer.

ARTICLE 6 – Service accessibility

6.1 – CEDREO pledges to use all appropriate means to provide the User with fast and reliable access to the Services, without imposing any performance requirement whatsoever in this regard.

The User can access the Software through the internet.

Therefore the Customer is responsible for accessing the Software, which may involve additional expenses (such as the fees paid to the internet service provider).

The Customer must ensure that Users have the hardware necessary to use the Software and ensure all backup measures as well as protection against possible intrusions.

CEDREO will not be responsible for problems accessing the Software that are related to the configuration of the User's workstation or the quality of their internet access.

Users are identified when accessing the Service by using an Identifier assigned to each User (email address) and a password generated by the User.

The User will use the identifier communicated to him or her each time they connect to the Software.

6.2 – The Services are accessible 24/7, subject to accidental breakdown, interruptions required to ensure the Services run smoothly or to do maintenance.

The dates for maintenance operations planned by CEDREO are communicated to Users in advance using at least one of the communication methods available (email, User account, CEDREO's website, etc.). This service interruption will not result in any compensation.

ARTICLE 7 – Confidential nature of Usernames

Usernames are intended to restrict Service access to the Customer's Users, and to protect the integrity and availability of the Services, as well as the integrity, availability and confidentiality of Customer Data as passed on by Users.

Usernames are personal and confidential. They may only be changed at the request of the Customer. CEDREO nevertheless reserves the right to change the identification system, which may have further consequences on the Usernames. The Customer and the Users undertake to take implement all necessary measures to keep their Usernames secret and not to disclose them in any form whatsoever.

The Customer shall be entirely responsible for the use of the Usernames. It shall ensure that no unauthorised persons have access to the Services. The Customer assumes liability for the security of individual workstations used to access the Services, and the Usernames. Should it become aware of any other person accessing them, the Customer shall inform CEDREO without delay.

In the event of Cedreo noting a misuse or sharing of Usernames between multiple users, Cedreo reserves the right to suspend or terminate the Agreement.

ARTICLE 8 – License

CEDREO shall grant the Customer an individual, non-exclusive, and non-transferable right to use the Services, for the entire duration of the Contract, worldwide.

Use of the Software is strictly limited to one [1] User per license.

The Customer may only use the Services in accordance with their intended purpose and documentation.

The right of use shall mean the right to represent and deploy the Services in accordance with their intended use, in SAAS mode via an Internet connection. Under no circumstances may the Customer make the Services available to a third party, and the Customer shall strictly refrain from any other use, including in particular but not limited to adaptation, modification, translation, alteration, dissemination, or decompilation.

ARTICLE 9 – Assistance

CEDREO shall be tasked with assisting the Customer in relation to any issue concerning implementation of the Software after training given by CEDREO. This assistance shall consist of provision to Users who have undergone CEDREO-provided training of any additional explanation needed in order to use the specific features of the Software.

CEDREO undertakes to take all necessary measures to process requests by the Customer in good form and to provide assistance as soon as possible in accordance with CEDREO's working hours.

The quality and waiting time for a response from CEDREO shall be dependent upon the active cooperation of the Customer and User, who shall be required to provide adequate information.

ARTICLE 10 – Corrective Maintenance

Should an Anomaly arise during normal use of the Software, CEDREO undertakes to analyse the Anomaly and to implement all means at its disposal to correct the Anomaly.

The aim of corrective maintenance shall be to provide the User with a direct solution or where necessary a workaround in the event of Anomalies detected that prevent the Customer from the normal use of one of the Software's functionalities.

Once the Anomaly had been identified, CEDREO undertakes to take all necessary measures to process the User's requests in good form and to provide assistance as soon as possible.

The quality and waiting time for a response from CEDREO shall be dependent upon the active cooperation of the Customer, who shall be required to provide adequate information.

CEDREO may not be held liable for any non-compliant or unauthorised use of the Software by the Customer or following any malfunction of one of the elements of its internal configuration. Since the Software relies upon a large number of different applications specific to the internal hardware and software configuration of the Customer and of the User, malfunctions may arise from different sources that are independent of the Software.

The User undertakes to provide all necessary support, and specifically to describe the aforesaid malfunction as accurately as possible and to keep CEDREO informed.

ARTICLE 11 – Adaptive Maintenance

CEDREO shall reserve the right to adapt the Software, particularly to ensure its proper functioning.

ARTICLE 12 – Hosting, backup and archiving

CEDREO shall provide hosting for the Data pertaining to use of the Software by the Customer. This service shall be subcontracted. CEDREO guarantees the proper execution of the contract by its subcontractor.

CEDREO shall organise and back-up the Data on a daily basis. Data shall be stored for a period of five [5] days.

The Customer shall be responsible for IT connections between the User's machine and the Software. Neither CEDREO nor its subcontractor shall be held liable concerning data that has not entered into their servers. Nor shall CEDREO or its subcontractor be held liable in the event of interception of outgoing Data from third-party applications installed on the device of the User that was used to access the Data.

ARTICLE 13 – Intellectual Property

13.1 – The Customer is and shall remain the owner of all of the Data it uses through the Software Solutions.

Should the Customer not own the copyright for the visuals and plans generated, it undertakes expressly to obtain consent from its Users for their use.

The Parties expressly agree that the Customer or User shall grant CEDREO right of use over the visuals and plans generated by Users.

With the prior written agreement of Users, CEDREO may accordingly reproduce the visuals and plans generated by Users to promote the Software, illustrate its Software and to help the User to improve the Software.

In this case, this right of reproduction shall be granted by the User for all media, for the full duration of copyright and worldwide. Any request for the creation of visuals made by the User from the Software shall be deemed to constitute authorisation to use and reproduce visuals generated by the User from the Software.

13.2 – CEDREO is and shall remain the owner of its trade mark, the Software and its documentation, processes, functional analyses, algorithms, programmes, and graphics.

The Customer shall not under any circumstances make the Services available to a User who is not part of the Customer's organisation, and shall strictly refrain from any other use, including in particular but not limited to reproduction, adaptation, modification, translation, alteration, dissemination and decompilation.

CEDREO shall reserve the exclusive right to work on the Software so that it may be used as intended or to correct errors.

The Customer shall be strictly prohibited from working on or calling upon a third party to work upon the Software Solution.

Should the Customer wish to access a part of the Software’s code to make it interoperable with other software, it shall submit a request for this to CEDREO. CEDREO shall examine the Customer’s request. Should CEDREO fail to respond within thirty [30] days following receipt of this request, the response shall be deemed by default to constitute a refusal.

Non-compliance with one of these stipulations shall be liable to constitute an act of counterfeiting invoking the civil and criminal liability of its perpetrator.

The Customer shall desist from any behaviour or act that is liable to infringe upon the intellectual property rights of CEDREO.

13.3 – The Customer shall guarantee compliance by any User with these stipulations and undertakes to inform all of its Users of the same.

ARTICLE 14 – Hold Harmless Clause

CEDREO guarantees that the software solutions are original in the meaning of the French Intellectual Property Code and that they hold all the intellectual property rights on the Software.

ARTICLE 15 – Protection of Intellectual Property

The Customer shall desist from challenging the intellectual property rights of CEDREO.

The Customer undertakes in particular to immediately inform CEDREO, using any form of communication, of any infringement of CEDREO's intellectual property rights of which the Customer may become aware.

CEDREO may, at its own discretion and where it deems it appropriate, undertake, at its own expense, any legal action or litigation against the perpetrator of the infringement of trade mark rights.

ARTICLE 16 – Liability

16.1 – The Parties expressly agree that CEDREO shall be bound by an obligation of means. CEDREO shall implement the best means available to it to execute the Contract.

16.2 – CEDREO shall not be held liable in the event of non-compliant use of the Software or if the Customer has not accurately appreciated the capabilities of its technical and IT environment or effectively maintained and updated its software and hardware.

CEDREO shall not be held liable in the event of work by a third party on the Software.

The User shall be solely liable for the use and interpretation of rendering, visuals or plans generated and for the actions and advice that it derives from the same.

16.3 – CEDREO can not, within the limits of the applicable law, be held responsible for any direct or indirect damage of any nature whatsoever (such as the commercial or financial loss, operating losses, foregone profit, inaccuracy, corruption of files, loss of turnover or clientele, loss of opportunity. This list not being exhaustive) that may affect the Customer or the User resulting from any inability to access the Services, any use of the Services, including any loss of Data, and this, regardless of the origin of the damages.

CEDREO shall not, in any event, be held liable for any loss or harm in case of prejudice caused by a force majeure event and in particular where due to deterioration in the service provided by the telecoms operator.

Should CEDREO's liability be engaged, by the present terms, by a final decision of a competent court, the compensation that could be claimed from it would be expressly limited to the amount of the fee collected by CEDREO, in respect of the Services, for a six [6] month period in which the damage occurred.

It is expressly agreed between the Parties, and accepted by the Customer, that the stipulations of this clause will continue to apply even in the event of a termination of the present contract, as found by a decision of justice made final.

These provisions establish a division of risks between CEDREO and the Customer. The price reflects this division as well as the limitation of liability described.

ARTICLE 17 – Personal Data

Cedreo's Privacy Policy can be found on its website.

ARTICLE 18 – Rescission and suspension of service

18.1 - Cancellation for breach or failure to confirm the new Terms and Conditions

In the event that either Party breaches any of its obligations, the Contract may be rightfully cancelled by the other Party, fifteen [15] days after a formal notice has remained unheeded.

If the Customer rejects an update to these Terms and Conditions, the Contract may be cancelled by either Party, fifteen [15] days after CEDREO has acknowledged receipt of the Customer's rejection.

18.2 - Cancellation without breach

If terminated by the Customer, the Customer will notify CEDREO of their cancellation, either through the Customer area of the Software, by email sent to: commerce@cedreo.com or by registered letter with return receipt.

If terminated by CEDREO, CEDREO will notify the Customer of the cancellation by registered letter with return receipt.

For monthly subscriptions, the cancellation will be effective at the end of the month billed.

Any month that has been started will be owed.

For annual subscriptions, notification of the cancellation must be sent no later than one (1) month before the contract's anniversary date. Subject to compliance with this notice period, the cancellation will be effective at the end of the current year and the contract will not be renewed for the following year.

In the event that the number of Users remains greater than or equal to 1, the Contract binding CEDREO and its Customer will be maintained.

In the event that the number of Users remains zero, the Contract binding CEDREO and its Customer will be considered to be cancelled.

18.3 - Consequences of cancellation

In the event of cancellation, the Customer will cease using all Software access codes.

Reversibility of services will be implemented in accordance with the provisions set forth in the “Reversibility” article of these Terms and Conditions.

The cancellation makes all amounts that the Customer, who agreed to pay these amounts, owes CEDREO due immediately.

The Parties expressly agree that CEDREO retains the right to use and reproduce the designs and visualizations rendered in accordance with the provisions of Article 13.

18.4 - Suspension of Service

CEDREO reserves the right to suspend all access to a Customer's Users in the event that a Customer fails to fulfill one of its essential obligations, such as in the event that they fail in their obligation to pay or if they violate one of the provisions set forth in Articles 7, 8, 13 or 15.

ARTICLE 19 – Reversibility

As long as the Customer has paid all fees owed to CEDREO, if they send a written request within thirty (30) days following the cancellation or expiration of their subscription, CEDREO will grant them temporary access to the Software so they can recover all useful Data, which was then in their possession or under their control or provide copies of this Data.

The useful Data are exports generated by the Software and can be downloaded locally by the user using the download function available in the Software. CEDREO would like to point out to the Customer that the Software stores editable projects in an optimized proprietary format for use on the internet and it cannot be retrieved to be reinterpreted by third-party Software unless the CEDREO Software includes a specific export function for that third-party Software.

At the end of a thirty (30) day period following the cancellation or expiration of a Contract, CEDREO is not required to store or provide Data to the Customer and may, unless forbidden by law, delete all of the Customer's Data from its systems.

The trial version of the Software allows you to try out all or part of the Software for a limited time. If the Software is access through a trial version of the Software, CEDREO will not provide any access to the Data created with the trial version of the Software after the trial period if the User does not order a Software license. In the event a Software license is purchased during the trial period, CEDREO pledges to maintain access to the Data created during the trial period.

ARTICLE 20 - Disputes, applicable law, mediation

In the event of a dispute over the validity, interpretation, execution or termination of the Contract, only French law is applicable.

Except in cases of urgency or manifestly unlawful disorder, the Parties undertake, before any legal action, to participate in good faith in a mediation procedure with a view to an amicable solution. The Parties shall by mutual agreement appoint a mediator. If at the end of a period of ten [10] days, the Parties are unable to agree on the choice of the latter, the mediator shall be appointed by the Chair of the Commercial Court of Nantes (44) ruling in summary at the request of the most diligent party.

This mediator shall bring the parties together, note any useful findings and inform them of the consequences of their respective positions. The mediator must propose, within sixty [60] days, the elements of a solution likely to settle their dispute while safeguarding their legitimate interests. This proposal shall not be binding or enforceable. The costs and fees of this mediator shall be divided equally between the parties.

In case of mediation failure, jurisdiction is given to the Courts located within the jurisdiction of the Court of Appeal of Rennes which alone can be called upon, including in the case of third party claims or multiple defendants.