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 – The CEDREO Software is a sales assistance tool intended to provide an external and internal representation of a home.
The Software offers the User the following Services:
- A 2D/3D plan creation module for the creation of visuals;
- Tutorials to assist with use of the Software;
- A space for the management of projects created using the Software;
- Support from CEDREO teams to improve use of the Software by the User who has been trained by CEDREO.
3.2 – The Software Services may vary according to the Offer subscribed to
3.3 – The visuals created by the CEDREO Software are an aid for representing the User's projects. These visuals shall not have any contractual value.
CEDREO shall not guarantee the feasibility of the project.
The User alone shall be responsible for technical validation of the visual generated.
CEDREO shall not be held liable for non-feasibility of the project or for any other loss or harm caused by use of the visuals generated by the User.
ARTICLE 4 - Entry into force and duration of the Contract
4.1 – Unless otherwise stated in the Offer, this Contract is agreed for a period of one  month from the provision of the Software to the first User of the CEDREO Customer.
In the event that the Customer wishes to terminate the Contract, they must follow the procedure detailed in Article 18.
ARTICLE 5 - Price and terms of payment
5.1 – The financial terms for access to the Services are specified in the Offer.
Fees for access to the Software are exclusive of taxes and duties. Rates quoted during the subscription are guaranteed during the commitment period specified in the Offer, for at least one month.
The billing address is the address indicated by the Customer when ordering. In case of change, the Customer undertakes to update their data as soon as possible (changes can not have retroactive effect).
The User and/or the Customer are responsible for updating and approving the data provided, such as billing address, contact email, etc.
5.2 – The Customer acknowledges that CEDREO reserves the right to change, throughout the contractual relationship, all or part of the components of the Services and/or the price of the Services due in particular to changes in functionality after the initial commitment period specified in the Offer.
In this case, the new pricing policy will be notified to the Customer by any means and will apply to the Services provided from the calendar month following the notification. In case of refusal of the new prices of the Services, the Customer remains free to terminate their Contract under the conditions of Article 18 below.
5.3 – Unless otherwise stated in the Offer, the provision of the Software is billed monthly at the beginning of each month.
The first month is billed pro rata for the first month of operation from delivery of the Software.
5.4 – Without prejudice to possible damages, failure of the Customer to pay an invoice on its due date automatically entails the immediate suspension of access to the Services.
ARTICLE 6 – Service accessibility
6.1 – CEDREO undertakes to take all necessary measures to allow the User reliable, fast access to the Services.
The Software shall be accessible to the User via the Internet.
Access to the Software is therefore the responsibility of the Customer and may involve additional costs (such as the fee paid to the Internet Service Provider).
The Customer must ensure that the Users have the necessary hardware to use the Software and that all safeguarding measures and protections against any intrusions are in place.
CEDREO will not be responsible for any difficulties in accessing the Software related to the configuration of the User's workstation or the quality of their Internet access.
The identification of Users during access to the Service shall be through a Username, assigned to each User (email address), and a password generated by the User.
The User shall use the Usernames provided to them each time they log into the Software.
6.2 – The Services are available 24 hours a day, 7 days a week, notwithstanding any interruption that is either accidental or necessary for the proper functioning of the Services or for their maintenance.
The date for maintenance operations envisaged by CEDREO shall be passed on in advance to Users through at least one of the available means of communication (email, client's personal area, website, etc.). This interruption shall not confer any right to compensation.
A help service is available to Users who have completed face-to-face training provided during the working hours set by CEDREO.
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  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
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  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  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
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  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 18 – Rescission and suspension of service
18.1 – Rescission due to a breach
In the event of either of the Parties failing to discharge any one of its obligations, the Contract may be rescinded ipso jure by the other Party, fifteen  days after issuance of formal notice that is not complied with.
18.2 – Rescission without a breach
In the event of a cancellation at the Customer's request, the Customer will notify CEDREO of its termination, through its Customer area in the Software, by email sent to: firstname.lastname@example.org or by recorded delivery mail.
In the event of a cancellation at the request of CEDREO, CEDREO shall notify the Customer of its termination by recorded delivery mail.
In the case of monthly subscription, rescission shall be effective at the end of the month following receipt of notification of rescission.
Any month that has already commenced shall be payable.
In the case of an annual subscription, rescission shall be effected at the latest one  month prior to the anniversary date of the contract. Subject to compliance with this notice period, rescission shall be effective at the end of the current year and the contract shall not be renewed the following year.
In the event of a number of Users remaining greater than or equal to 1, the Contract binding CEDREO and its Customer shall remain in effect.
In the event of a number of Users remaining nil, the Contract binding CEDREO and its Customer shall be considered as terminated.
18.3 – Consequences of rescission
In the event of rescission, the Customer shall stop using all usernames and passwords for the Software.
Reversibility services shall be executed in accordance with the stipulations set out in the "Reversibility" clause of these General Terms of Sale and Use.
Rescission shall have the effect of making all sums fall due that are payable to CEDREO by the Customer, who undertakes to make payment of the aforementioned sums.
The Parties expressly agree that CEDREO shall retain usage and reproduction rights over the plans and visuals generated in accordance with the provisions of Article 13.
18.4 – Suspension of the Service
CEDREO shall reserve the right to suspend all access by a Customer's Users in the event of any failure by the Customer to discharge any one of its binding obligations, namely in the event of failure to meet its payment obligation or in the event of a breach of the stipulations set out in articles 7, 8, 13 and 15.
ARTICLE 19 – Reversibility
Provided that the Customer has paid all the fees due to CEDREO, if they make a written request within thirty (30) days of the termination or expiration of their subscription, CEDREO shall grant them temporary access to the Software in order to to retrieve any of the Data that may be in their possession or control, or provide copies of such Data.
Exploitable Data are the exports generated by the Software and can be downloaded locally by the User via the download features available in the Software. CEDREO draws the Customer's attention to the fact that the storage of editable projects by the Software is in a proprietary format optimised for use on the Internet and can not be recovered for reworking by any Third Party Software if the Cedreo Software does not include any specific export feature for this Third Party Software.
Where CEDREO grants temporary access to the account, CEDREO may charge a reactivation fee to the Customer. CEDREO may refuse access to the Data as long as the Customer withholds payment of the fees due.
At the end of a period of thirty  days following the termination or expiry of a Contract, CEDREO is not obliged to store or provide the Data to the Client and may, unless the law forbids it, delete all Customer Data from its systems.
The trial version of the Software allows users to test all or part of the Software within a limited period. In the case of access to the trial version of the Software, CEDREO will not grant any access to the Data created with the trial version of the Software after the trial period, in the event that the User does not order the Software license. In the event of a Software license purchase during the trial period, CEDREO undertakes 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  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  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.