“Client” refers to any person who visits the website and who is regularly registered on it. “Order” refers to the Client’s purchase of a service available on the website and offered by LOGICAT company “General Terms and conditions of Sale and Use” refers to these conditions as well as any subsequent modification made by LOGICAT “Contact Information” refers to all the information provided by the Client on the website “Personal Data” refers to information, publications and, in general, the data in the Client database whose use is the subject of these “Parties” refer both to the Client of the website and to LOGICAT company “Service Provider” refers to LOGICAT “Services” refers to services for the remote sale of subscriptions to solutions, applications, programs and databases intended for workshop owners and spare parts distributors, relating to the improvement of the commercial management of their activity, and the follow-up of vehicle inspection, maintenance, diagnosis and repair procedures “website” refers to the Internet website www.ie.logicat.co.uk operated by LOGICAT “Company” refers to LOGICAT “Solution” refers to the application services delivered to the Client, invoiced in the form of a subscription, and intended for professional use “Third party” refers to any natural or legal person, not party hereto.
ARTICLE 1: SCOPE OF APPLICATION
These General Terms and conditions of Sale and Use constitute, in accordance with Article L. 441-6 of the French Commercial Code, the sole basis of the commercial relationship between the parties. These General Terms apply between LOGICAT, a simplified joint-stock company with a share capital of 20.000.00 euros, whose registered office is located at MONTPELLIER (34070), 530 Raymond Recouly street, registered with the RCS Montpellier under number 840 727 697, hereinafter referred to as “the Company” or “LOGICAT” or “the Supplier” and any natural or legal person, placing an Order via the Website www.ie.logicat.co.uk, or directly with the Company LOGICAT, hereinafter referred to as “The Client”. The purpose of these General Terms and Conditions is to define the conditions under which LOGICAT provides the following non-exhaustive services to Clients, upon request, via the Supplier’s website, by direct contact or in paper form *Subscription to the “HaynesPro” offer, a solution published by HaynesPro B.V., whose registered office is located in LEUSDEN (Netherlands), 3831 SM, Flankement 6. HaynesPro” software is a car maintenance solution, designed to provide automotive repair modules, to help quickly and accurately identify system and component errors, and to provide professionals with technical information related to maintenance, adjustment data, and automotive components. It is hereby specified that other services and supplies may be offered by the Supplier to professionals in the automotive sector. In accordance with the regulations in force, these General Terms and Conditions are systematically communicated to any Client (excluding wholesalers) who so requests, to enable him to place an order with the Supplier. They are also communicated to any Client prior to the conclusion of a single agreement referred to in Article L 441-7 of the French Commercial Code, within the legal deadlines. Any order for Services implies, on the part of the Client, the acceptance of these General Terms and Conditions of Sale and Use of the Service Provider’s Website for electronic orders. The information contained in the Service Provider’s catalogs, brochures and tariffs is given for information purposes only and may be revised at any time. The Supplier is entitled to make any changes that it deems necessary. The Client expressly acknowledges that the General Terms and Conditions of Sale and Use applied by the Service Provider’s partners may change over time, and therefore lead the Service Provider to adapt and revise these conditions at any time. These General Terms and Conditions of Sale and Use are accessible at any time on the website and shall prevail, if necessary, over any other version or any other contradictory document. In accordance with the regulations in force, the Supplier reserves the right to derogate from certain clauses of these General Terms and Conditions, depending on the negotiations conducted with the Client, by establishing Specific Terms and Conditions of Sale.
ARTICLE 2: REGISTRATION ON THE WEBSITE – CREATION OF AN ONLINE ACCOUNT
It is the Client’s responsibility, wishing to place an order on the Website, to complete, under his sole responsibility, the information to be provided in the registration form. As soon as the registration form is completed by the Client, an e-mail including confirmation of this registration will be sent to the e-mail address provided by the Client, so that the latter can finalize his registration.
ARTICLE 3: ORDER
3.1 Information provided by the Client
The information provided by the Client when placing an order is only binding on the Client. In the case of an error or omission of certain information, in particular relating to the contact details of the recipient of the order, the Supplier shall not be held liable in the event that, for this reason, the delivery of the ordered product(s) cannot be made within the time limits set.
3.2 Order process
Sales of Services are only perfect after the preparation of an estimate and express written acceptance of the Client’s order by the Service Provider, evidenced by an acknowledgment of receipt from the Service Provider and acceptance of the estimate. The Supplier has at its disposal electronic ordering (including acceptance and confirmation) means ( website references) enabling Clients to order the Services under the best conditions of convenience and speed. The Client shall have the possibility, prior to any Order for a subscription to a Solution, to have a free and non-binding trial period of the said Solution, for a period of seven (7) days, non-renewable. The Client shall also have the possibility, prior to any Order for a subscription to a Solution, to subscribe to a trial period of thirty (30) days for said Solution, subject to payment of a fixed price of eighty-three euros (83 euros). A single subscription for a thirty (30) day trial period may be made by the Client per six month period, starting from the start of the said trial period. For orders placed exclusively on the Internet, an order is recorded on the Service Provider’s website when the Client accepts these General Terms and Conditions of Sale and Use by ticking the box provided for this purpose and validating his order. The Client has the possibility to check the details of his order, its total price and to correct any errors before confirming his acceptance (article 1127-2 of the Civil Code). This validation implies the acceptance of all the present General Terms and Conditions of Sale and Use and constitutes proof of the sales contract. For any order placed on the Internet, the acknowledgement of the order and its acceptance are confirmed by sending an email. Unless proven otherwise, the data recorded in the Service Provider’s computer system constitutes proof of all transactions concluded with the Client.
3.3 Modification and cancellation of the order
As this is an order for a service concluded between the Service Provider and a professional, for the purposes of his activity, no right of withdrawal may be exercised by the Client. Any Client with whom there is an unresolved dispute, in particular relating to the non-payment of a previous order, may have a right to refuse or cancel an order. In the case of an ongoing dispute (in particular, concerning the quality and characteristics of the product ordered), the Supplier may have to examine with the Client the conditions for processing a new order.
ARTICLE 4: TARIFFS
4.1 General Terms and Conditions
The Services are provided at the Supplier’s tariffs in force on the day the order is placed, according to the estimate previously drawn up by the Supplier and accepted by the Client, as indicated in Article 3 above. The tariffs are net and exclusive of tax. An invoice is issued by the Service Provider and given to the Client for each provision of Services. The conditions for determining the cost of services whose price cannot be known a priori or indicated accurately, as well as the method of calculating the price to verify it, will be communicated to the Client or will be the subject of a detailed estimate, at the Client’s request, in accordance with the provisions of Article L 441-6 II of the French Commercial Code. The tariffs are firm and not subject to revision during their period of validity, as indicated on the website, the Supplier reserving the right, outside this period of validity, to modify the prices at any time. The payment requested from the Client corresponds to the total amount of the purchase, including these costs. The rate paid by the Client to the Service Provider for access to the Services provided by the latter, as defined in Article 1 above, is as follows: *the subscription fees, the amount of which is specified in the Special Conditions, payable once, when the Order is placed; * the fee for use of the Service, the amount of which is specified in the Special Conditions. ¬The service fee is due for the initial term of the subscription and thereafter, for each renewal period, from the first day of the relevant renewal period. However, the service charge may be payable in several installments in accordance with the indications set out in the Special Conditions. In the case of an early termination of the subscription for any reason whatsoever, the Client undertakes to pay the Service Provider all amounts remaining due under the service fee for the initial duration of the subscription or the current renewal period: *the price corresponding to the options subscribed by the Client, if any, the amount of which is specified in the Special Conditions. The remuneration of options is due for the initial term of the subscription and thereafter, for each renewal period, from the first day of the relevant renewal period. The remuneration of the options may nevertheless be payable in several instalments in accordance with the indications set out in the Special Conditions. In the case of an early termination of this Agreement for any reason whatsoever, the Client undertakes to pay the Service Provider all amounts remaining due as remuneration for the options for the initial term of the subscription or the current renewal period. Subscription fees are payable by the Client at the time of placing the Order, by credit card or direct debit. The service fee and compensation due dates for the following options are payable by direct debit. It is specified that the sums due to the Service Provider do not include the cost of the Internet connection, which remains the responsibility of the Client. The Client expressly acknowledges that the communication of his identifiers and bank data constitutes authorization to debit his account, up to the price of the ordered Service(s). The Supplier shall not be required to deliver the Service(s) ordered by the Client if the latter does not pay the full price in accordance with the conditions indicated above. In the case of a late payment of all or part of the Order price by the Client, the Supplier reserves the right to immediately suspend access to the Services and their performance, until full payment of all sums remaining due, without incurring any liability and without the Client being entitled to any credit note or refund. Payments made by the Client shall only be considered final after the sums due by the Service Provider have been effectively collected.
4.2 Late-payment penalties
In the case of late payment and remittance of sums due by the Client beyond the above-mentioned deadline, and after the date of payment appearing on the invoice sent to the Client, late payment penalties calculated at the rate applied by the European Central Bank to its most recent refinancing operation, increased by 10%, shall automatically and ipso jure be acquired by the Service Provider, without any formality or prior notice. In accordance with Article L.441-6 I of the French Commercial Code, the Client shall also be automatically liable for a buyout of forty (40) euros (€) for the recovery costs incurred by the Service Provider. If necessary, when those costs exceed the amount of this indemnity, the Supplier may claim an additional indemnity from the Client, upon presentation of supporting documents specifying the steps taken. ¬
4.3 Absence of compensation
In the absence of the Service Provider’s express, prior and written agreement, and provided that the reciprocal claims and debts are certain, liquid and payable, no compensation may be validly made by the Client between any penalties for delay in the provision of the Services ordered or non-compliance with the order, on the one hand, and the sums paid by the Client to the Service Provider for the purchase of the said Services, on the other hand.
ARTICLE 5: PROCEDURES FOR THE PROVISION OF SERVICES AND TECHNICAL ASSISTANCE
5.1 Access to Services
The Client will have access to the above-mentioned online solutions via the Internet, via the website, with the help of an identifier and password which will be communicated to him upon receipt of the order by the Supplier, and corresponding to the strict number of simultaneous accesses specified in the Special Terms and Conditions of Sale. Access to the Services subscribed to by the Client shall be effective and ensured by the Service Provider within a reasonable period of time, it is stipulated that no strict time limit may be set. The Service Provider may under no circumstances be held liable in the case of a delay or suspension of the provision of the Service attributable to the Client, or in the case of an act of God. The Client will thus have access to the Services in “SaaS” mode 24 hours a day, 7 days a week, except in the event that a maintenance operation is in progress, or in the case of any breakdowns as explained in Article 6 below or in the case of an act of God as defined in Article 11 below, affecting the Service Provider and/or the website host. The Client is responsible for taking out a subscription with an Internet access provider in accordance with the specifications detailed in the Special Conditions. The Client must, in particular, ensure the compatibility of its technical environment and have the minimum configuration (technical prerequisites) required for access and/or use of the Service. The Client is solely responsible for access to the Service, and for its choice of a network operator. The Service Provider cannot be held responsible for access difficulties due to disruptions in the Internet network. The subscription to the Services and options subscribed to by the Client is only valid for its legal representatives and employees and may under no circumstances be used by a third party. The Client acknowledges that access codes to the Services are strictly personal, confidential and non-transferable. Under no circumstances may they be communicated in any way to third parties. The Client undertakes to preserve the confidentiality of its access codes to the Service and to take all necessary measures to prevent the communication of these codes which would allow third parties to access the Service unlawfully. The Service Provider reserves the right to ask the Client, during the course of the subscription, to provide in writing within 30 days, any useful information on its actual use of the Service in relation to the scope of the subscription. If it appears that the initial subscription perimeter does not comply with the Client’s perimeter of use, the Service Provider may revise the subscription conditions in accordance with the pricing conditions in force on that date. In the absence of agreement on the new subscription conditions, the Service Provider may immediately suspend access to the Services and the performance of related services, and terminate the subscription automatically and with immediate effect.
5.2 Maintenance and Technical Assistance
The information accessible through the Service is regularly updated by the Service Provider. The Client also automatically benefits, at the sole initiative of the Supplier and excluding any request for specific intervention by the Client, from the associated services of (i) corrective maintenance carried out by the Supplier, aimed at correcting the anomalies of the Solution by making a correction to the said anomaly, or failing this, a bypass solution, and (ii) adaptive maintenance, aimed at adapting the Solution to legislative and/or regulatory changes. The Supplier shall use its best efforts to ensure that maintenance and updates are carried out preferably between 00:00 and 05:00 (CET) and, as far as possible, when they result in the suspension of the Service, to notify the Client in advance. When the Client subscribes to the corresponding option, he receives technical assistance (hotline) for the use of the Services under the conditions specified in the Special Conditions. Technical assistance consists of the provision by the Service Provider to the Client and its users of functional and technical information concerning the use and operation of the Solution. In this context, the Supplier shall provide the Client and users with a dedicated e-mail address and a hotline accessible at the following times and days: Monday to Friday from nine to twelve hours and from two to six hours. The answer to the questions depends on the seriousness of the ticket and will be provided by the Service Provider as soon as possible.
ARTICLE 6: DURATION OF THE SUBSCRIPTION TO THE SOLUTION – PRIOR NOTICE
The minimum subscription period for the Solution subscribed to by the Client with the Supplier is twelve (12) months, renewable by tacit renewal, without it being necessary for the Supplier to notify the Client in advance or to send him a new order form. It is specified that the Client has the possibility to terminate the subscription to the Solution and not to re-engage for a new subscription period, by giving at least two (2) months’ notice before the renewal date by tacit renewal, by sending a registered letter with acknowledgement of receipt to the Service Provider, informing him of his wish not to re-engage for a new subscription period. In the absence of termination of the trial period during the period of 7 or 30 days, as referred to in Article 3 of these general terms and conditions, the Client shall automatically be deemed to have subscribed to the Solution for a period of 12 months. Notice of termination of the trial period may be given by registered letter with acknowledgement of receipt to the Company’s registered office, or by e-mail to the following address: [email protected]. Any other form of the notification made by the Client that does not comply with this formalism will not terminate the trial period that has been subscribed.
ARTICLE 7: COMPANY LIABILITY – GUARANTEES
The Service Provider, which is solely subject to an obligation of means, guarantees the performance of the Service in accordance with these General Terms and Conditions of Sale and Use but does not guarantee that the performance of the Service is free of any technical defects, anomalies or hazards. The Service Provider shall be released from any responsibility concerning the nature, content, and exploitation of the files and data transmitted by the Client. The information made available through the Service has been collected, aggregated, formatted and presented by the Supplier and/or its suppliers based on information provided by automobile and spare parts manufacturers. No guarantee of completeness of the information is therefore given by the Service Provider to the Client. Every care has been taken to ensure the accuracy of the information collected, however, neither the Service Provider nor its suppliers make any express or implied warranty as to the relevance, accuracy or completeness of the information. As the information is provided “as is”, the Client is solely responsible for the choice of the Solution and, as a professional, for the choice, interpretation and use of the information made available by the Service Provider via the website as well as the acts and advice he derives from it in the course of his professional activities. The Service Provider shall not be liable to the Client or to Third Parties for any unforeseeable or indirect, material or immaterial damage, such as loss of business, loss of profit or image or any other financial loss resulting from the use or inability to use the service by the Client, as well as any loss or damage to information for which the Service Provider cannot be held liable. In any event, in the event that the Service Provider is held liable for any reason whatsoever hereunder, its liability shall be limited to the amount actually paid to it by the Client during the twelve months preceding the date of the damage.
ARTICLE 8: INTELLECTUAL PROPERTY – RIGHT OF USE
The content of the website is the property of the Service Provider and its suppliers and partners and is subject to French and international laws relating to intellectual property. Any total or partial reproduction of this content is strictly prohibited and may constitute an infringement of copyright. In addition, the Supplier, its suppliers, and partners remain the owner of all intellectual property rights to photographs, presentations, studies, drawings, models, prototypes, etc., produced (even at the Client’s request) for the purpose of providing services to the Client. The Client, therefore, refrains from any reproduction or exploitation of such studies, drawings, models and prototypes, etc., without the express, written and prior authorization of the Service Provider, and where applicable, of its suppliers and/or partners, which may make it conditional on financial compensation. The right to use the Solution granted to the Client does not entail the right for the latter: *(i) to reproduce permanently or temporarily the Solution, in whole or in part, by any means and in any form, including during the loading, display, execution or storage of the Solution; *(ii) to modify and adapt the Solution and/or to merge all or part of the Solution with other computer programs; *(iii) to compile the Solution, decompile it, disassemble it, translate it, reverse engineer or attempt to do so; *(iv) to assign, sell, lease, rent, license or otherwise distribute the Solution to third parties, including its affiliates; *(vi) to make any alteration, correction, arrangement, translation or modification of the Solution; and *(vii) to correct by itself any defect affecting the Solution, regardless of its nature, the Supplier alone reserving this right, and in accordance with the terms hereof. The right of use is granted to the Client for the entire duration of the subscription subscribed, as set out in article 6. This right of use applies to the Solution, in its executable version, as well as to the associated user documentation. The Client may use the Solution exclusively in the form of object codes, it is specified that the Service Provider alone reserves the right to modify the source codes to correct any defects and anomalies and/or to make the Solution evolve. Given the nature of the subscription and pooling of the Services, the Client also has no access to the source codes of the Solution, including in the case of default by the Supplier in the performance of its contractual obligations, which the Client expressly accepts. The functionalities of the Solution, and in particular the functions of printing and/or download all or part of the data and information, may not be used by the Client for the purpose of violating or misappropriating the Supplier’s intellectual property rights. The Supplier and/or its suppliers and partners, as the case may be, remain the owner of all intellectual property rights relating to the Service, the Solution, the information and any other element appearing on the Web Site. The Client has only a right of access and use of these elements, within the framework and according to the present conditions. The Client shall refrain from any use of the Service and information for purposes other than those expressly provided for herein, as well as from disseminating, publishing, selling or exchanging in any way whatsoever, the content to which it has access and, more generally, from infringing, directly or indirectly, in any way whatsoever, the intellectual property rights of the Service Provider or its suppliers and partners. The Client undertakes not to reconstitute or attempt to reconstitute, from the data, information and/or by means of the Service, a database intended to offer, directly or indirectly, free of charge or for consideration, the same service or a service comparable to the Service, to any third party or not to its company, in particular with the aim of circumventing the number of accesses to the Service from which it benefits and/or with a view to marketing this service. More generally, the Client undertakes not to infringe the intellectual property rights held by the Service Provider or by its suppliers and partners on the Service, the Solution and/or the information, or any other element appearing on the Website protected by an intellectual property right, including the trademarks and logos appearing on the Website. The Supplier guarantees that it has all the intellectual property rights enabling it to enter into a contract with the Client. As such, it guarantees that the Solution and the Services it undertakes to provide do not constitute an infringement of a pre-existing work of any kind whatsoever.
ARTICLE 9: IMPREDICATABILITY
These conditions expressly exclude the legal regime of unforeseen circumstances provided for in Article 1195 of the French Civil Code for all operations to provide Services from the Client. The Service Provider and the Client therefore each renounce to avail themselves of the provisions of Article 1195 of the Civil Code and the contingency regime provided for therein, undertaking to assume their obligations even if the contractual balance is upset by circumstances that were unforeseeable at the time of the conclusion of the sale, even if their execution would prove excessively costly and to bear all the economic and financial consequences.
ARTICLE 10: FORCED EXECUTION IN KIND
In the case of a breach by either Party of its obligations, the defaulting Party shall have the right to request the forced execution in kind of the obligations arising hereunder. In accordance with the provisions of article 1221 of the Civil Code, the creditor of the obligation may continue this forced performance after a simple formal notice sent to the debtor of the obligation by registered letter with acknowledgement of receipt, which has remained unsuccessful 15 days after its receipt, unless it proves impossible or if there is a manifest disproportion between its cost for the debtor, in good faith, and its interest for the creditor.
ARTICLE 11: ACT OF GOD
The Parties may not be held liable if the non-execution or delay in the execution of any of their obligations, as described herein, results from a case of an act of God, within the meaning of Article 1218 of the Civil Code.
ARTICLE 12: RESOLUTION
In the case of a sufficiently serious breach of any of the obligations incumbent on the other Party, the defaulting Party may, in the case of a sufficiently serious breach of any of the obligations incumbent on the other Party, notify the defaulting Party by registered letter with acknowledgement of receipt of the notice of termination of this Agreement 15 days after receipt of a formal notice to comply has been sent, and this in accordance with the provisions of Article 1224 of the Civil Code. In the case of early termination of this Agreement for any reason whatsoever, all remaining amounts due by the Client shall be immediately payable without prejudice to any damages that may be due to the Supplier.
ARTICLE 13: APPLICABLE LAW – LANGUAGE
These conditions and the operations resulting from them are governed by and subject to French law. These conditions are written in French. In the case where they are translated into one or more foreign languages, the French text alone shall prevail in the case of a dispute.
ARTICLE 14: DISPUTES – COMPETENT JURISDICTION
All disputes to which the sale and supply of Services concluded pursuant to these conditions may give rise, concerning their validity, interpretation, execution, termination, consequences and which could not be resolved between the Service Provider and the Client, shall be submitted to the Montpellier Commercial Court.
ARTICLE 15: CLIENT ACCEPTANCE
These General Terms and Conditions of Sale and Use are expressly agreed and accepted by the Client, who declares and acknowledges that he/she is fully aware of them, and therefore waives the right to rely on any contradictory document and, in particular, his/her own general terms and conditions of purchase, which shall not be binding on the Supplier, even if he/she has been informed of them.