Contractual terms of Use - ReqBuilder
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Between the undersigned :
AxioCode, SAS with capital of 100,000 euros, registered with the RCS of Metz, SIRET 79487510400018 and headquartered at 57 rue Lothaire, 57000 Metz, France.
The Client, having signed an Order Form with AxioCode for the ReqBuilder Service.
Hereinafter also referred to individually as “a party” or collectively as “the parties”.
1. Preamble
AxioCode designs and publishes the ReqBuilder solution in Saas (Software as a Service) mode, designed to manage specifications and functional documentation for customized web and mobile business applications.
The Client has declared its interest in benefiting from the functionalities of this solution.
The Client acknowledges that he has provided AxioCode with all decisive elements of his expectations and needs, thus enabling AxioCode to draw up his Order Form, and that he has been able to obtain all useful information and advice, in particular following a free demonstration, enabling him to ensure that the ReqBuilder solution is suited to his needs and activity.
In witness whereof the Parties have agreed as follows.
2. Definitions
For the performance and interpretation of this Agreement, the following words, the first letter of which is capitalized, whether singular or plural, in this Agreement, shall have the meanings set forth below:
Anomaly: refers to any reproducible malfunction attributable to all or part of the Solution.
Blocking anomaly: Anomaly preventing the use of one or more functionalities, with no workaround available.
Major anomaly: Anomaly prohibiting the use of one or more functionalities, which may be subject to a workaround pending its definitive correction.
Minor anomaly: An anomaly that does not cause any inconvenience, but which does affect the user-friendliness of the functionality in question, and which is the subject of an Update or a new Version.
Application: Application or software subject to functional specifications in ReqBuilder.
Order form: refers to the document signed by the Client detailing the Services subscribed to and confirming the Client’s agreement to the terms of the Contract.
Contract: means all the documents referred to in article 4.
Service start date: means the date from which the Solution is made available to the first Users, and from which billing for the Services begins.
Specific developments: refers to any program and/or software interface developed by AxioCode for the Client’s needs and not included in the Solution, based on specifications drawn up by the Client.
Data: refers to the Client’s data and information processed by the Solution through the ReqBuilder Service, including personal data within the meaning of law no. 78-17 of January 6, 1978 and the General Data Protection Regulation.
Update: designates any corrective patch of the Solution as well as any minor functional evolution.
Platform: refers to the architecture, both technical and applicative, hosting the Data and enabling the provision of the ReqBuilder Service and accessible by the User.
Service: refers to any service provided by AxioCode in connection with the Solution, in particular training, parameterization or specific development for the provision of the ReqBuilder Service.
Third-party product: means any program or software solution and/or Internet portal and/or API published by a third party and interfaced with the Solution in order to provide the ReqBuilder Service.
Solution: refers to the software package published by AxioCode.
ReqBuilder Service: refers to the provision of the ReqBuilder Solution and its maintenance in operational conditions in accordance with the conditions set out in the Order Form.
Ticket: refers to the recording of a support request and/or an Anomaly and its associated support history and/or any use of AxioCode support. The history of a Ticket remains accessible to the Client for a period of twelve (12) months from its closure.
User: refers to any natural person working on behalf of or with the Client, whether employed by the Client or not, and accessing the ReqBuilder Service. The methods of counting Users, whether they are named users or valued in terms of the number of simultaneous connections, are specified in the Order Form.
Version: refers to a functional or technological evolution of the Solution, which may include legal or regulatory changes.
3. Purpose
The purpose of the Agreement is to define the terms and conditions under which AxioCode performs its Services and provides the Client with the ReqBuilder Service.
4. Contractual documents
The documents governing the Contract are the following in descending order of priority:
- These documents,
- Appendix 1: Order Form
In the event of contradiction between the above documents, the higher-ranking documents shall prevail. In the event of contradiction between a document and its appendices, the main document shall prevail.
Any changes made to the above documents during the term of the Contract will give rise to an amendment to the present Contract.
5. Duration
The Contract comes into force on the date the Order Form is signed by the Client.
The ReqBuilder Service is concluded for an initial period defined in the Order Form. It commences on the Service Start Date and will be renewed by tacit agreement for the same period, unless specified in the Order Form, at the end of the initial period or any renewal period, unless terminated by in accordance with the conditions set out in article 14 hereof.
6. Implementing the ReqBuilder service
6.1 Prerequisites
The Client has ensured that the configuration of its own information systems and the network environment conditions necessary for the proper operation of the Solution comply with the prerequisites for use in SaaS mode.
The Client undertakes to maintain, for the duration of the Services, a telephone line to enable AxioCode to contact the Client in connection with the performance of the Services, and electronic network access to the Platform enabling the Client to benefit from the ReqBuilder Service.
Any unavailability of the Client or any degradation of the Client’s network within the scope of the Services will delay AxioCode’s deadlines or the quality of the ReqBuilder Service, within the scope of the execution of its ReqBuilder Services.
The Client undertakes to use the Solution in accordance with its intended purpose and solely for its own needs and/or those of other beneficiaries as identified in the Order Form.
6.2 Duty to advise
As part of its duty to advise and warn, AxioCode reminds the Client to :
- accurately assess its own needs in terms of the Solution’s functionalities,
- find out whether the Solution’s functionalities are in line with the results he envisages
6.3 Related services
The associated Services are implemented in accordance with the elements specified in the Order Form. To this end, the Client ensures that it has the necessary availability and resources to implement the Services within the deadlines agreed between the Parties.
For the training services, the Client undertakes to :
- convene participants in sufficient time,
- provide all participants, especially those with disabilities, with the material and IT resources they need to take part in AxioCode training sessions under the best possible conditions,
- guarantee compliance with health regulations if the training is face-to-face,
- collect attendance sheets and satisfaction/evaluation surveys from participants.
These sessions can take place either remotely (remote site or telecommuting), or face-to-face at the Client’s or AxioCode’s premises.
6.4 Service provision / Service start date
The ReqBuilder Service begins on the Service Start Date. Invoicing for the ReqBuilder Service also begins on this date. This date will therefore be taken as the reference date for the duration of the ReqBuilder Service and any renewals.
To this end, AxioCode will generate, according to the number of Users indicated in the Order Form, the number of accesses necessary for the use of SaaS Services comprising a login and a password.
Upon receipt of the password(s), the Client is free to change the password(s).
In the event of loss of password, the Client may log on to the Platform to the dedicated “forgotten password” section in order to have access restored.
AxioCode will have no knowledge of the passwords defined for each User, all access to and use of the ReqBuilder Service being the sole responsibility of the Client.
6.5 Duty to cooperate
Each Party shall employ and make available a sufficient number of qualified personnel for the proper performance of the Service.
Each Party must communicate to the other, as soon as it becomes aware of it and in a sufficiently documented manner, any information or event likely to influence the progress of the Services and/or Prestations.
Any such communication is subject to an impact evaluation by the designated AxioCode manager, in consultation with the Client’s designated contact, accompanied, where appropriate, by suggested actions and/or their financial consequences.
6.6 Hosting
AxioCode will not host the Data subject to the ReqBuilder Service outside the European Union.
6.7 Data destruction
For security reasons, the Client acknowledges that if the Client has failed to terminate the Services but the number of Users is zero over twelve (12) consecutive months, AxioCode will proceed with the destruction of the Data that was initially the subject of the Services.
7. Application service levels
7.1 Corrective maintenance of the solution
These Services include :
- the correction of Anomalies and/or the provision of workarounds,
- assistance services relating to Anomalies encountered while using the Solution, either online or by telephone.
Prior to any phone call, a Ticket must be opened for any Anomaly detected by the Client, together with a detailed description of the Anomaly and the conditions under which it occurred.
AxioCode will qualify the Anomaly in order to define its level of severity and the associated level of service.
The opening of a Ticket may result in either of the following :
- an intervention by telephone or video conference,
- remote control of the Solution,
- implementation of a workaround solution,
- installation of an Update or a new Version,
- processing linked to the client’s database.
The Client acknowledges that this Service does not constitute training or assistance in the use of the Solution.
In order to coordinate communication between AxioCode and the Client, the latter will designate a contact person who has received the necessary training and who will be AxioCode’s contact person for the execution of the present Services and in particular the management of Users.
AxioCode is free to define the criticality level of each anomaly. The intervention times from the time of the Client’s request for intervention under the terms and conditions set out herein are as follows:
- Blocking anomaly: 4 working hours
- Major anomaly: 8 working hours
- Minor anomaly: 16 working hours
The response time is the time within which AxioCode provides feedback to the Client on the progress of its analysis (if the solution cannot already be provided).
The purpose of this feedback is to enable the Client and AxioCode to discuss alternative solutions (back-up / old version, alternative business scenario, etc.) if the analysis carried out does not give clear resolution times or if this delay could cause an operational risk for the Client.
If the intervention time is exceeded, AxioCode may incur a penalty of €100 per failure. The application of the penalty will be subject to the transmission of a letter to AxioCode specifying the sanctionable breach, so that AxioCode can provide the justifications it deems necessary. To do so, the latter will have a period of fifteen days from receipt of the letter. In the light of the justifications provided, the Client will decide whether or not to apply the penalty, which will be the subject of a discount line on the next invoice.
7.2 Solution evolutionary maintenance
Dans le cadre de l’amélioration continue de la Solution, et sous réserve de notification écrite d’un préavis, AxioCode procédera à l’installation de Mises à jour et/ou de nouvelles Versions.
In the event of a significant change in the legal or regulatory framework applicable to the functionalities of all or part of the Solution, the implementation of a new Version may give rise to the payment of an additional fee in order to benefit from it.
The Client also acknowledges that the Contracted Solution works with third-party software solutions previously approved by AxioCode, and in particular Internet browsers.
Under these conditions, AxioCode will make its best efforts to make the Solution compatible with any new browser or any evolution thereof. In the event that changes to previously approved browsers limit certain functionalities of the Solution, AxioCode, pending publication of a Version or Update of its Solution and/or correction of the third-party browser, may propose a workaround solution and/or the use of another browser by the Client.
7.3 Service limits
The following events will exempt AxioCode from its maintenance obligations and/or give rise to additional invoicing in the event of intervention by AxioCode:
- non-conforming use of the Solution,
- an Anomaly originating from hardware or software not covered by these terms and/or a third-party Product,
- loss of Data not attributable to AxioCode,
- negligence or handling errors on the part of users resulting in partial or total malfunction of the Solution,
- software viruses, whether or not they cause partial or total malfunction.
- failure to implement a new Version under the conditions defined herein
- modifications to the Client’s network communication.
8. Technical service levels
The Client acknowledges that differences in the capacity of the various networks and sub-networks of the Internet, as well as the influx of connections at certain times, may lengthen delays in the transmission and exchange of information. Consequently, AxioCode’s liability for any delay in the electronic exchange and transmission of information and/or the maintenance of Service levels is expressly limited to the output of the Platform’s IP routers.
The Client acknowledges that AxioCode may not be held liable for the suspension or degradation of the Service caused by Data uploaded by the Client and containing viruses or malicious programs or generating unsolicited mail (spam).
9. Obligations of the Parties
9.1 AxioCode's obligations
In the performance of its Services, AxioCode undertakes to perform the following tasks as part of an obligation of means:
- to perform its Services in accordance with the Contract, within the deadlines agreed between the Parties,
- carry out its mission in accordance with existing standards, laws and regulations in force at the time the Contract is concluded,
- guarantee the regularity of its personnel’s situation with regard to social and tax authorities,
- request any information useful for the performance of its Services which is not in its possession,
- coordinate the activities of any subcontractors for which it is contractually responsible,
- control the execution of the Services and warn the Client in good time of any difficulties in the execution of the Services of which it may become aware,
- take all necessary precautions to protect the Data, in accordance with the state of the art and the regulations governing the services entrusted to it,
- respect, and ensure that its subcontractors respect, the working hours in force at the Client’s premises and/or internal health and safety rules if Services are to be carried out on the Client’s site.
9.2 Client’s obligations
The Client undertakes to provide AxioCode with the information necessary for the performance of the Services and, more generally, to provide AxioCode with all assistance in the performance thereof.
As such, the Client has the following general obligations:
- put in place, on its own initiative or at AxioCode’s motivated request, the qualified personnel necessary to ensure the performance of the obligations incumbent upon it for the proper running of the Contract,
- provide, if necessary, information that is sufficiently qualified and documented to be used by AxioCode for its Services,
- verify the accuracy of the information, before any communication to AxioCode, and remove any inconsistency or non-convergence indicated by AxioCode within the time limits related to the Services,
- comply with the agreed deadlines and ensure compliance with the applicable deadlines for any supplies to be provided by AxioCode or its subcontractors, opinions or approvals requested by AxioCode in accordance with the deadlines agreed between the Parties,
- comply with the methodology defined and adopted by the Parties within the scope of the Contract.
10. Intellectual property
Each of the Parties shall remain the owner of all its intellectual and material property rights in the software, software packages, programs, development and analysis tools, works, inventions, distinctive signs, know-how, methods, documents, data, databases, or the documentation associated with each of these elements, used or implemented in the performance of the Service (all such rights and elements hereinafter referred to as the “Elements”).
Each of the Parties undertakes not to infringe or call into question, in any way whatsoever, the rights of the other Party to the Elements belonging to it.
10.1 Scope of rights of use
AxioCode grants the Client, for the duration of the subscription to the ReqBuilder Service, a personal, non-assignable and non-transferable right of online use of the Solution, for the number of Users, information systems and Applications specified in the Order Form and modified in the ReqBuilder interface. The Client will benefit from the same rights of use with regard to the Updates and Versions installed.
10.2 Inventions, creations, methods and know-how
All inventions, creations, discoveries, methods, processes and know-how belonging to one of the Parties prior to the signing of the Contract shall remain its property.
AxioCode does not acquire ownership of the Client’s inventions, creations, discoveries, methods, processes and know-how existing prior to the execution of the present Contract.
10.3 Warranty
AxioCode guarantees the Client against claims by third parties relating to the intellectual property of the Solution.
To this end, AxioCode declares that it holds the intellectual property rights authorizing it to enter into the Contract. The Client, should it be the subject of an allegation based on an intellectual property right relating to the Solution, undertakes for its part to :
- notify AxioCode within eight (8) days of any notification it has received,
- call upon it, as guarantor, to accept AxioCode’s defence,
- accept that AxioCode may, if it sees fit, request the withdrawal of the plaintiff, it being understood that no additional expense will be incurred by the Client as a result.
- to cooperate with AxioCode by allowing AxioCode to control the defense and any settlement negotiations.
AxioCode shall defend the Client and shall bear and/or compensate the Client, in accordance with the Contract for the costs arising from any final court decision or settlement agreement reached by the Client and previously validated in writing by AxioCode.
11. Data
The Client is and remains the owner of all the Data it uses through the ReqBuilder Service and remains solely responsible for the Data processed by it. AxioCode is in no way responsible for the legality of content processed by the Client via the ReqBuilder Service.
The Client declares that it holds all rights, whether or not they are eligible for intellectual property, over the Data hosted as part of the ReqBuilder Service, authorizing it to use the ReqBuilder Service and undertakes not to use the ReqBuilder Service in violation of the law.
The Client releases AxioCode from any liability to third parties resulting from the Client’s failure to comply with any of its obligations to third parties and will indemnify AxioCode in this respect in the event of any claim or action against it.
Should AxioCode be concerned in this respect, it will notify the Client, who must immediately take the appropriate measures to put an end to any disturbance and will take, at its own expense, any necessary defensive measures and will indemnify AxioCode for any damages, interest and costs it may be ordered to pay in this respect by a court decision.
AxioCode may terminate the Contract, without having to pay damages or compensation, if a court decision forbids it to allow the Client to benefit from its Services.
The Client is the “Data Processor” within the meaning of the regulations and declares that it complies with all obligations to this effect in order to use the subscribed ReqBuilder Service, AxioCode guaranteeing, in its capacity as sub-contractor, that the Services will be carried out in accordance with the regulations.
AxioCode will retain Data, and in particular Personal Data, only for as long as is necessary to perform the Service under the Contract or for any additional period required by regulation and agreed with the Client.
AxioCode may under no circumstances use Client Data, whether personal and/or anonymized, for purposes other than the performance of the Service.
12. Financial terms and conditions
12.1 Contract amount and price
The cost of the ReqBuilder Service depends on the number of Users and/or the number of Applications according to the terms set out in the Order Form. The ReqBuilder Service is payable according to the frequency specified in the Order Form.
Billing commences on the Service Start Date.
The Services are payable in accordance with the terms set out in the Order Form.
Any increase or decrease in the number of Users and/or Applications is taken into account for billing purposes as follows:
- in the event of the creation of additional Users with editing rights, or additional Applications, a pro rata invoice for the remaining period will be issued in the month following their creation,
- in the event of a reduction in the number of Users with editing rights, or a reduction in the number of Applications, a credit note will be issued against the Client’s next invoice.
The number of Users with editing rights or the number of Applications may not fall below the minimum specified in the Order Form.
12.2 Payment
The ReqBuilder Platform is made available to the Client after payment of the invoice corresponding to the Order Form.
Subsequent invoices issued by AxioCode are payable on receipt, cash, net and without discount.
Any delay in the payment of sums due to AxioCode will result, without the need for formal notice, in the application of late payment interest equal to the ECB’s semi-annual key rate plus 10 points from the date on which payment of the invoice is due, as well as the payment of a lump sum of forty (40) euros due for collection costs in accordance with the regulations in force.
In the event of non-payment following the agreed due date, AxioCode reserves the right, following formal notice sent by registered letter with acknowledgement of receipt which has remained unsuccessful, to suspend all current Services and in general the continuation of the Contract until full payment and/or to terminate the Contract by operation of law.
12.3 Price review
Service, by application of the following formula:
P=Po(S/So) where :
- Po is the base price on the Service Start Date
- P is the revision price
- So is the Syntec index known at the Service Start Date, then at the date of the first revision
- S is the most recent Syntec index published at the revision date.
It is furthermore expressly agreed between the Parties that AxioCode may request a meeting with the Client for the purpose of assessing, in good faith, a renegotiation of the cost of the ReqBuilder Service in the event that the conditions under which it was initially carried out and valued, and more generally the economic equilibrium of the continued performance of the Contract, are called into question by :
- a significant increase in the cost of energy required to provide services related to the hosting of the Platform,
- a proven increase in the cost of technical or technological components or hardware required to operate the hosting Platform, independent of AxioCode.
13. Liability
The risks relating to the use of the Solution are entirely the responsibility of the Client.
AxioCode may only be held liable for direct damages, to the exclusion of all indirect damages, such as, in particular, commercial prejudice, loss of revenues, profits, clientele or expected gains, third-party actions, inaccuracies or corruption of files, programs or data.
In the event that AxioCode is held liable, compensation for all causes, principal, interest and costs, on the basis of a final court decision, is limited to:
- for the ReqBuilder Service, the sums actually paid over the last six (6) months by the Client prior to the event giving rise to liability,
- for Services, the sum of one hundred percent (100%) of the value of the Services for which liability is claimed.
These sums represent the economic balance sought between the Parties in view of the nature and value of the services and the resulting limitation of liability.
AxioCode may not be held liable more than two (2) years after the occurrence of the event giving rise to its liability.
Furthermore, AxioCode shall not be held liable in the event of a refusal to subscribe to a New Version in the circumstances described in article 7.2.
14. Cancellation
14.1 Termination for cessation of Service subscription by the Client
The Client may terminate his subscription to the ReqBuilder Service by giving notice in writing (e-mail or letter):
- 15 calendar days minimum before expiry date for an annual subscription per user or for a subscription per application,
- 5 calendar days minimum before expiry date for a monthly user subscription.
14.2 Termination for fault
In the event of a breach by one of the Parties of any of its obligations under the Contract which the victim Party considers sufficiently serious, the aggrieved Party may, thirty (30) calendar days after having given formal notice to the other Party to perform its obligations by registered letter with acknowledgement of receipt which has remained unsuccessful, and unless a better agreement has been reached between the Parties, terminate the Contract as of right.
14.3 Termination in case of force majeure
In the event that a situation of force majeure, as defined in article 16.4, persists for six (6) months, each of the Parties shall be entitled to terminate the Contract without any claim for damages whatsoever.
14.4 Consequences of termination
In the event of termination of this Agreement, the Parties agree that they will meet all their obligations arising prior to or on the date of termination, including payment by the Client of amounts due to AxioCode on the effective date of termination of the Agreement.
15. Reversibility
The purpose of reversibility is to enable the Client to return the Data, if it so wishes, and to continue to use the Data, either by a third party or internally.
AxioCode will proceed with reversibility operations once its previously issued invoices have been paid. To this end, the Client may choose between the following options:
- Online retrieval of a PDF version of the functional documentation generated by ReqBuilder. This service is included in the ReqBuilder service fee.
- The implementation of a more complete process, in which case AxioCode will draw up a quotation for the formalization of a reversibility plan and the technical and financial conditions associated with the implementation of reversibility operations.
Unless terminated in advance, the Client will inform AxioCode by registered letter with acknowledgement of receipt of its wish to implement Data reversibility and the chosen option, giving AxioCode three (3) months’ notice at the latest before the end of the ReqBuilder Service. Such notification will then give rise to the issue of an invoice for the balance of the ReqBuilder Service covering the period up to the end of the notice period, independently of any quotation requested in hypothesis 2 referred to above.
The provisions of the Contract shall survive the term or termination of the Contract for the purposes, where applicable, of finalizing reversibility operations.
In the absence of any request from the Client for the return of his Data and after a period of 1 (one) month from the end or effective termination of the ReqBuilder Service, the Data will be automatically destroyed.
16. Other Terms
16.1 Confidentiality
All information or documents exchanged between the Parties, including any elements communicated by their subcontractors or brought to their attention during the performance of their services, work carried out during the term of the Contract, the Solution and its documentation, studies, know-how secrets, production data and information on any medium and the results of processing, personnel policies, as well as this Contract and related documents, are considered confidential.
This obligation of confidentiality, valid for the entire duration of the Contract, also runs for a period of five (5) years from the end of the present Contract.
During this period, each Party undertakes:
- to communicate confidential information only to those members of its staff or its subcontractors, if any, who need to know it in order to perform the present contract;
- to take the measures it takes with regard to its own confidential information to prevent its disclosure or publication to third parties;
- not to reproduce or authorize the reproduction of such confidential information without the prior written consent of the other Party;
- to use such information directly or indirectly only within the scope of this Agreement, except with the express prior consent of the other Party.
Each Party may of course, under strict confidentiality, communicate this Contract and related documents to tax or social security authorities in the event of an audit, or to their advisors.
The provisions relating to confidentiality apply to any subcontractors of each of the Parties. The obligation of confidentiality does not apply :
- information which would have fallen into the public domain otherwise than through the fault of one of the Parties ;
- information that was already known to the beneficiary Party before it was communicated, on condition that it provides full justification.
- AxioCode’s right to mention, in commercial references, the Client’s name and logo/and or trademark, provided that no details relating to the Services provided are included.
16.2 Social obligations
AxioCode’s personnel assigned to carry out a Service on the Client’s premises work in all circumstances under the hierarchical and disciplinary responsibility of AxioCode, which controls the proper execution of services and regularly monitors the progress of activities.
AxioCode is responsible for the administrative, accounting and social management of its personnel, as well as their affiliation to all social organizations and their full responsibility with regard to labor legislation.
16.3 Non-solicitation of personnel
Each of the Parties is aware of the investments made to train its employees, and AxioCode points out that the stability of its teams is the guarantee of continuity of its ReqBuilder Service and its Services. Consequently, each of the Parties undertakes not to employ, directly or indirectly through a parent company, a subsidiary company or a company in which it holds an interest, the personnel of the other Party.
This prohibition ends 1(one) year after the completion of the ReqBuilder Service. In the event of contravention of this article, the contravening Party shall pay, by way of lump-sum compensation, a sum equal to the last twelve months’ gross salary of the person concerned.
16.4 Force majeure
None of the Parties hereto may be held liable for non-performance, failure or delay in the performance of any of its obligations due to the occurrence of an event of force majeure, as usually recognized by jurisprudence or as reasonably uncontrollable by one of the Parties, such as, in particular, export bans resulting from a government decision, sectoral or national industrial action, transport blockades, acts of computer hacking, power and telephone failures, electronic communication network breakdowns, receivership or liquidation, or amicable liquidation of subcontractors.
Force majeure suspends the obligations arising from the Contract for the duration of its existence.
16.5 Disposal - Subcontracting
The Contract may not be transferred, assigned, sublet or gifted in whole or in part without AxioCode’s prior written consent, and any refusal must be reasonably justified. AxioCode is expressly authorized by the Client to assign the Contract.
AxioCode remains free to subcontract all or part of its Services.
16.6 Assurance
Each of the Parties is the holder of an insurance policy guaranteeing the pecuniary consequences of its civil liability should it be incurred.
16.7 Stipulations
If one or more stipulations of the Contract are held to be invalid or declared as such in application of a law, regulation or following a final decision by a competent court, they will be deemed unwritten; the other stipulations will retain all their force and scope.
16.8 Entire Contract
The Contract contains all the obligations of the Parties.
The provisions of the Contract are exclusive of all others. They supersede all proposals, agreements or protocols and take precedence over all other communications between the Parties relating to the subject matter of the Contract, whether or not made during its performance.
No indication or document may give rise to obligations not included in the Contract unless it has been the subject of an amendment signed by the Parties.
Any subsequent appendices and amendments form an integral part of the Contract and are subject to all the provisions governing it.
16.9 No waiver
The fact that one of the Parties has not demanded the application of any clause of the Contract, whether on a permanent or temporary basis, shall in no way be considered as a waiver of that Party’s rights arising from the said clause, the non-application of which has been tolerated.
16.10 Obligations on termination of Contract
On termination of the Contract, for any reason whatsoever, it is expressly agreed that all obligations which by their nature continue beyond the effective date of termination shall remain binding on the Parties until fulfilled. This applies in particular to the “Confidentiality” and “Non-solicitation of personnel” articles.
16.11 Independence of the parties
Nothing in the Contract shall be construed as creating any subsidiary, joint venture or de facto company between the Parties.
16.12 Contract article titles
The headings of the articles of the Contract are inserted for ease of reference only and may not be used to give an interpretation of these articles or to affect their meaning. Therefore, in the event of any difficulty of interpretation between any of the headings and any of the clauses constituting the Contract, the headings will be declared non-existent.
16.13 Applicable law, territoriality clause and attribution of jurisdiction
The Contract is governed by French law.
Any difficulties relating to the application or interpretation of the contractual documents binding the Parties will be submitted, in the absence of an amicable agreement in the event of conciliation, to the competent courts of Metz in France.
