Home General Conditions of Sale (GCS) and Terms of Use (TOU) in SaaS mode of the Astn’go software

General Conditions of Sale (GCS) and Terms of Use (TOU) in SaaS mode of the Astn’go software

Ref: GCS-TOU / Version 1.1 of April 21, 2023

ASTREE SOFTWARE (hereafter “ASTREE“), a simplified joint stock company, with a minimum variable capital of €75,000, having its head office at the Métrotech technology park – 42650 SAINT JEAN BONNEFONDS – France, registered at the SAINT-ETIENNE company register under the number 538 739 814, is specialized in the publication of MES software, facilitating the control of the production of industrial companies. In this context, ASTREE has developed the ASTN’GO software solution, a solution allowing any legal entity user to digitalize their production and packaging workshops, and thus optimize their production monitoring.  

ARTICLE 1 – SCOPE OF APPLICATION

These general terms and conditions (hereafter “GTC“) apply, without restriction or reservation, to any purchase by a professional CUSTOMER (as defined by the preliminary article of the Consumer Code) within the framework of its activity, via the merchant site www.astngo.com (“Site“) of a subscription to the use in SaaS mode of the functionalities of the ASTN’GO software (hereafter the “software“).  

The Software facilitates the monitoring of the production and operation of the machines used by the CUSTOMER in the course of its business and installed on its production site (hereinafter the “Machines“). 

The Software parameterized and configured by the CUSTOMER constitutes the “Application“.

The CUSTOMER acknowledges that the subscription hereunder is exclusively intended to allow the CUSTOMER to use the Software in the context of its professional activity; any other use whatsoever is prohibited, which the CUSTOMER acknowledges and agrees.  

Any order for a subscription to use the Software in SaaS mode is exclusively governed by these general terms and conditions of the software license in SaaS mode, which exclude any other condition or document from the CUSTOMER that has not been expressly approved by ASTREE. Any order placed by the CUSTOMER implies the acceptance of the GTC and that the CUSTOMER has complete knowledge of them. The nullity of a clause of the present GTC does not in any case entail the nullity of the other clauses. 

ASTREE may have to modify and/or evolve the present GTC. In case of modification, the GTC applicable to the CUSTOMER’s order are those in force and accessible on the Site unless otherwise agreed in writing by the Parties. 

ARTICLE 2 : PURPOSE

The purpose of these GTC is to define the terms and conditions under which ASTREE grants the CUSTOMER a subscription including access in SaaS mode to the Software, hosting and maintenance, as well as the rental of connected IIoT hardware (hereinafter the “ Hardware“) necessary to allow the networking and interconnection of the information collected on the various Machines of the CUSTOMER (hereafter referred to as the “Service“). 

ASTREE offers different SaaS subscriptions depending on the level of service chosen by the CUSTOMER. 

The purpose of the present GTC is also to agree, when this option is purchased by the CUSTOMER, on the terms and conditions of the sale of additional hardware by ASTREE to the CUSTOMER.  

ARTICLE 3 – ORDERS

3.1 Account creation

Before placing any order for a subscription to the Service for the use of the Software in SaaS mode, the CUSTOMER creates a personal account on the Site by indicating his details and choosing the password allowing him to access his personal space MY ASTN’GO. 

The notion of Subscription means the Service package proposed by ASTREE to the CUSTOMER on the Site and allowing access to the Software remotely including the rental of the Hardware.  

Once the account has been created and validated, if the CUSTOMER wishes to purchase a Subscription, he validates his order according to the process provided for in these terms and conditions and on the Site, indicating his bank details. 

The CUSTOMER may, when purchasing the Subscription of his choice, opt for a trial period, during which the Hardware, included in the Subscription, is provided to allow him to test the Software. 

In this case, the Subscription is not immediately invoiced to the CUSTOMER who has the option of renouncing the subscription to the Service before the end of the trial period.  

Nevertheless, the direct debit authorization request (requiring the CUSTOMER to fill in his SEPA or credit card details) is made by ASTREE as soon as the CUSTOMER purchases the Subscription in order to ensure that the CUSTOMER has the necessary authorizations to purchase the said Subscription. During this free trial period of the Software, the CUSTOMER may cancel his subscription to the Service by following the process outlined on the Site and herein. If the CUSTOMER does not expressly indicate, before the end of the trial period, that he renounces the benefit of using the Software and does not proceed to return the Hardware under the conditions provided for herein, the Subscription will automatically be deemed purchased by the CUSTOMER for the duration chosen by the CUSTOMER at the time of subscription.   

3.2 Placing the order

The CUSTOMER who wishes to place an order connects to his account and follows the steps indicated on the Site for placing an order, namely:  

  • Choose the Subscription that he intends to purchase with regard to the different levels of service offered; 
  • Confirm the order and payment of the associated Subscription price (calculated on the basis of the type of Subscription and any functional extensions chosen, as well as the number of Machines indicated when the Order was placed); 
  • If he so wishes, make the acquisition of additional hardware. 

The registration of an order on the Site is carried out when the CUSTOMER accepts the present General Conditions by checking the box provided for this purpose and validates the Subscription purchased.   

Le Client a la possiThe CUSTOMER may check the details of his order and its total price before final validation. It is the customer’s responsibility to verify the accuracy of the order and to report or correct any errors immediately.  

Once the order is validated, a confirmation email, acknowledging receipt of the order and including all information will be sent by ASTREE to the CUSTOMER as soon as possible. The purchase of the Subscription will be considered as final after the dispatch to the CUSTOMER of an email confirming receipt of payment for the Subscription.  

TouteAny order placed on the Site, validated by the CUSTOMER and confirmed by ASTREE in the following terms and conditions constitutes the formation of a contract between the CUSTOMER and ASTREE (“Contract“). 

ASTREE procède au paramétrage et à l’envoi du Matériel dans un délai ASTREE will proceed with the configuration and shipping of the Hardware to the address indicated in the order within seven (7) days after sending the payment confirmation email.   

All the data provided and the recorded confirmation will be valid as proof of the transaction. The CUSTOMER must, therefore, provide a valid e-mail address when entering the fields corresponding to his identity to receive confirmation of his order. 

The CUSTOMER’s Subscription is active upon receipt of this confirmation email, however, the trial or subscription period does not begin until 7 (seven) calendar days after receipt of said email.  

ARTICLE 4 – FINANCIAL CONDITIONS 

L’Abonnement comprenant l’utilisation à distance du Logiciel et la mise à disposition du Matériel est facturé à échoir, mensuellement ou The Subscription including the remote use of the Software and the provision of the Hardware is invoiced in advance, monthly or annually, according to the Subscription package purchased by the CUSTOMER. The price of the Subscription chosen by the CUSTOMER varies according to the following cumulative criteria:  

  • The level of services desired by the CUSTOMER; 
  • The number of Machines integrated in the Software; 
  • The duration of the Subscription.   
  • Any extensions subscribed (addition of functionalities proposed on the Site) 

The amount of the Subscription is in EUROS and excluding taxes. 

The amount of the Subscription to the Service is invoiced and debited at the beginning of each period (annual or monthly) on the basis of the number of Machines indicated by the CUSTOMER at the date of renewal. 

All invoices issued by ASTREE will be accessible to the CUSTOMER on his dedicated MY ASTN’GO SHOP space on the Site.  

Each calendar year, on the 1st January, ASTREE will have the right to revise the amount of the Subscription, in order to take into account the possible modifications of the fees of the third party products used. This revision will be carried out on the basis of the Syntec index by applying the following revision formula: 

P = P0 (S/So), in which : 
P: Price after revision
Po : Original price 
So: Latest SYNTEC index, or any new index officially substituted for it, published on the date the contract comes into force
S: The most recent SYNTEC index, or any new index officially substituted for it, known at the revision date 

In the event of the disappearance of the index, the Presiding Judge of the Commercial Court of SAINT ETIENNE is expressly empowered to define an index that will be integrated into the revision formula. This index shall be chosen so that it is as close as possible to the disappeared index and respects the spirit that the Parties intended to define when establishing this revision clause.  

ASTREE may also decide, depending on the economic situation and market costs, to revise the amount of the Subscriptions.  

The CUSTOMER will be informed by email of the price revision applicable to the next renewal. The CUSTOMER may terminate his Subscription on his MY ASTN’GO SHOP space until the day before the renewal date 

Without cancellation by the CUSTOMER, the Subscription will be considered tacitly renewed at the revised prices for the new commitment period.  

ARTICLE 5 – PAYMENT TERMS

The amount of the Subscription is debited by direct debit when the CUSTOMER has given his agreement when placing his order by entering his credit card or bank account information on the Site in the case of SEPA direct debits. The payment of the Subscription amount after the trial period can also be done by bank transfer to the account indicated by ASTREE when ordering.   

When the CUSTOMER has opted for a trial period, ASTREE makes a direct debit authorization request (0€) to the CUSTOMER’s bank using his bank card.  

The CUSTOMER guarantees ASTREE that he has the necessary authorizations to use the payment method by credit card or SEPA direct debit, when validating the order.  

Payment is made by credit card (Carte Bleue, Visa, Mastercard, Amex) via the SYSTEMPAY payment platform, in a secure environment with an encryption process that ensures confidentiality. The validation of the order by means of the credit card number and the expiration date is equivalent to a mandate to pay the price including tax appearing on the order that the payment server transmits to the CUSTOMER’s credit institution.  

In the case where the payment of the renewal amount of the Subscription is impossible, due to a refusal linked to the credit card used, ASTREE reserves the right, after a formal notice that has remained unsuccessful for 15 (fifteen) days, to suspend the access to the Service, and the CUSTOMER must return the rented hardware. If not, he will be charged.  

Any change in any tax that has occurred since the date the order was placed, as well as any new tax applied since that same date, will be borne by the CUSTOMER from the day it comes into effect. 

Payment by offsetting is not permitted. 

In the event that a payment is not made by the due date, all sums due, even those that have not yet reached their due date, shall become immediately payable, without prior notice.  

The sums due will, in addition, be increased by late payment penalties at the rate of 3 (three) times the legal interest rate in force. The CUSTOMER in a situation of late payment is also automatically liable to ASTREE for a fixed indemnity for collection costs of €40 (forty euros). 

ARTICLE 6 : DURATION

6.1. Duration of the subscription 

All Subscriptions are concluded for the duration of the commitment purchased by the CUSTOMER when placing the order. It can be: 

  • Without commitment (indefinite duration per monthly unit) starting after the CUSTOMER has paid the first corresponding monthly installment. In this case, the Subscription may be terminated at any time by either Party before the end of the active period. The CUSTOMER can issue a cancellation request via his MY ASTN’GO SHOP space;
  • With commitment, for a period of one year. In this case, the Subscription is automatically renewed by tacit agreement for a period of twelve months at the end of each period of one year unless cancellation is sent before the end of the current annual period via his MY ASTN’GO SHOP space. In case of tacit renewal with modification of the amount of the Subscription, a confirmation email may be sent by ASTREE to the CUSTOMER, or the new rates will be available in the MY ASTN’GO SHOP space.  

If the Subscription is taken out for a fixed term, the full amount of the Subscription agreed upon for that term is due even in the event of early termination by the CUSTOMER or non-use of the Software by the CUSTOMER. No refund for early termination is therefore possible, which the CUSTOMER acknowledges and accepts.   

If the Subscription is purchased for an indefinite period, each month invoiced is due by the CUSTOMER, even in the event of termination, for whatever reason.   

6.2. Termination for default

Either Party may, at any time, terminate the Subscription in the following cases: 

  • In the event of non-payment by the CUSTOMER of any contractual installment and within a period of fifteen (15) days after formal notice to pay remaining without effect;  

or 

  • In the event of any other breach by either Party of a material provision hereof and within fifteen (15) days of notice by the other Party remaining without effect provided that the default is capable of being remedied.  

The CUSTOMER may, at any time and without delay, pronounce the termination of the Contract in case of a breach by ASTREE of a substantial provision hereof and within fifteen (15) days from the date of the formal notice by the CUSTOMER which has remained without effect. 

In case of termination at the initiative of the CUSTOMER or expiration of the Subscription, whatever the cause, the CUSTOMER agrees to pay ASTREE all the sums remaining due for the Subscription. Any early termination of the Subscription by the CUSTOMER, except in case of force majeure or in case of termination of the said Subscription by the CUSTOMER for serious breach of ASTREE’s obligations, under the conditions mentioned above, shall give rise to the payment by the CUSTOMER to ASTREE of a sum equal to the amount of the fee due for the duration of the Subscription remaining to run notwithstanding any right to damages. 

ARTICLE 7 : MAINTENANCE AND HOSTING 

ASTREE commits to perform, as part of the use of the Software in SaaS mode, maintenance and hosting services as detailed hereafter.  

If the CUSTOMER wishes the performance of any other service, he may ask ASTREE, which will establish a separate quote taking into account the procedures for performance of the said additional services, which will be invoiced in addition.  

7.1. Maintenance 

The notion of Malfunction means any non-conformity of the Software with respect to its Documentation (i.e. all the elements describing the functionalities of the Software and its mode of use, available on the Site), reproducible and exclusively attributable to the Software and which either prevents the normal use of all or part of the functionalities of the Software as described in the online Documentation, or causes an incorrect result or action while the Software is used in accordance with its purpose and functions in accordance with its Documentation.  

Blocking Malfunction means any malfunction that prevents full use of the Software.  

ASTREE undertakes to provide access to the Software with diligence and according to best practice, it being specified that it has an obligation for best endeavor, not a performance obligation, which the CUSTOMER acknowledges and expressly accepts. 

ASTREE does not guarantee to the CUSTOMER that the services offered related to the use of the Software will be totally free of errors or defects or that they will be continuously available. In addition, the services offered are standard and are therefore not offered for the sole purpose of a given CUSTOMER, according to his own personal constraints, nor to specifically meet his needs and expectations. 

ASTREE undertakes to: 

  • Use its best efforts to ensure the security of the platform related to the use of the Software; 
  • Provide reasonable efforts to resolve security vulnerabilities as soon as possible, without any commitment to a guaranteed resolution time or workaround of said vulnerability; 
  • Inform the CUSTOMER of any reasonably foreseeable difficulty, in particular as regards the implementation of the Software or the proper functioning of the said platform; 
  • And carry out regular checks to verify the functioning and accessibility of the platform. 

The means of Internet access allowing access to the Software by the CUSTOMER is chosen by the CUSTOMER who is solely responsible for it. The CUSTOMER agrees to comply with the Technical Prerequisites indicated by ASTREE on the Site. ASTREE’s liability can in no case be implicated because of a problem of access to the Software arising from a failure to comply with the Technical Prerequisites, or arising from the CUSTOMER’s network or the Internet in general. 

ASTREE reserves the right to modify, at any time, the technical procedures for access to the Software and, in particular, according to the evolution of the technology or of its service offer. It is the CUSTOMER’s responsibility to ensure that the computer or telecommunication tools or hardware at its disposal are adapted to these developments. 

The service levels and maintenance commitments are defined in Appendix 2, and apply according to the choice of Subscription made by the CUSTOMER when placing the Order.  

The contact details of the maintenance service are available on the page contact. 

7.2. Hosting

The actual hosting of the Software made available to CUSTOMER and the data created from the use of the Software includes: 

  • Monitoring of the servers that host all of its Data; 
  • The allocation, if any, of storage capacity for the content of the Application on the infrastructure; 
  • Monitoring the proper functioning of the infrastructure necessary for hosting; 
  • Monitoring access to the Hosted Software and Data;
  • Data backup.  

To provide the hosting service, ASTREE currently uses AWS as a hosting subcontractor. 

It is expressly accepted, for reasons of technical maintenance necessary for the proper functioning of its services, that access to the Software may be temporarily interrupted in order to carry out technical maintenance or improvement, without the CUSTOMER being able to claim any compensation, in any form whatsoever. 

The availability rate of the Software is 99.5% and is calculated at the level of the interconnection of the Software to the Internet (independently of your ISP – Internet Service Provider), on a quarterly basis, over the time period between 8am and 6pm (Paris time) and from Monday to Friday on working days.  

ARTICLE 8 – CONDITIONS APPLICABLE TO THE RENTAL OF HARDWARE

The CUSTOMER acknowledges and accepts that the rental of the Hardware (IIoT) is included in any Subscription to the Service proposed by ASTREE. In this respect, ASTREE provides the CUSTOMER with the Hardware allowing the use of the Software, which is rented under the following conditions. Only hardware that does not meet the specifications of the Hardware in the sense given to it on the Site is offered for purchase and as an option. 

8.1. Delivery of the Hardware

The place of delivery of the Hardware is indicated when the Order is placed on the Site.  

The CUSTOMER commits to inform ASTREE without delay of any difficulty regarding the reception of the Hardware.  

ASTREE will not be responsible for any commitment related to the delivery in case of force majeure as defined in article 1218 of the Civil Code or in case the CUSTOMER has not given it all the necessary information.  

The delivery of the Hardware shall be subject to the CUSTOMER signing an acceptance report. The signing of the acceptance report for the Hardware shall be deemed to be full and complete recognition of its compliance with the description of the Hardware in the description accessible via the MY ASTN’GO ACADEMY space on the Site.  

The CUSTOMER has a period of 3 (three) working days to validate the compliance of the Hardware with the technical manual available on the MY ASTN’GO ACADEMY space. Any reservations related to the condition of the Hardware, its operation, or its specificities of use, shall be indicated on this acceptance report. If there are no reservations on the aforementioned acceptance report, the CUSTOMER is deemed to have received the Hardware in perfect condition. The CUSTOMER undertakes to return the Hardware in the same condition as it was when the acceptance report was signed. 

The CUSTOMER then has a period of 15 (fifteen) days to connect the Hardware to the Software in order to ensure the functioning and compliance of the Hardware with its manual. Once this period has elapsed, the Hardware is deemed to be in conformity. 

The hardware is delivered FCA (Incoterm 2022) unless otherwise agreed between the Parties via the Site.

It is therefore understood between the Parties that the Hardware, even when shipped Free of charge, travels at the CUSTOMER’s own risk, and it is the CUSTOMER’s responsibility to check the condition of the Hardware upon delivery in accordance with the conditions set forth above.  

The shipping costs for sending the Hardware to Metropolitan France are included in the price of the Subscription. In case of sending the Hardware outside Metropolitan France, shipping costs will be charged in addition by ASTREE at the price indicated when placing the order, by direct debit, according to the bank details provided by the CUSTOMER when placing the order.

8.2. Custody and maintenance of the hardware

ASTREE is and remains the sole owner of the Hardware. The CUSTOMER undertakes to respect this property right and each of its attributes, and to ensure that it is respected by any third party, on any occasion and at its own expense.  

In accordance with the civil provisions on ownership, the CUSTOMER has no rights to the Hardware. Therefore, the CUSTOMER cannot, whether for a fee or free of charge, give it away, rent it, sublet it, or even lend it without ASTREE’s express and written agreement. 

Notwithstanding these provisions, as soon as the Hardware is handed over to the CUSTOMER by ASTREE, and during the whole duration of the Contract, the CUSTOMER will be responsible for the custody and proper use of the Hardware. He shall be responsible and liable for all risks of deterioration, loss or destruction of the Hardware, whether in whole or in part, as well as for any direct or indirect damage, whether physical or intangible, caused to property or persons by the Hardware, regardless of the cause, even if it is an unforeseeable occurrence or force majeure. 

It is up to the CUSTOMER to purchase the necessary coverage to compensate ASTREE in case of loss, theft, or destruction of the Hardware.  

In case of damage, loss, theft or destruction, the CUSTOMER agrees to inform ASTREE as soon as possible. 

In case of attempted seizure of the Hardware by a third party, the CUSTOMER must notify ASTREE immediately, protest and take all measures to have ASTREE’s right of ownership recognized. 

In case of transfer or pledge of his business, the CUSTOMER undertakes to immediately inform ASTREE and undertakes to take all measures to ensure that the Hardware is not included in the transfer or pledge and that ASTREE’s rights over the Hardware are brought to the attention of the assignee or the pledged creditor. 

The Hardware shall be used in accordance with its technical manual and constantly maintained in good working order at the CUSTOMER’s expense. The conditions of use of the Hardware that the CUSTOMER undertakes to comply with appear in the CUSTOMER’s MY ASTN’GO ACADEMY space, accessible online on the Site.  

The CUSTOMER must inform ASTREE of any damage suffered by the Hardware due to his own or a third party’s fault, by e-mail supplemented by a registered letter with acknowledgement of receipt within 48 hours of the event. Failure to meet the deadline may result in the termination of the Subscription by the CUSTOMER and the billing of the Hardware

The conditions of use of the Hardware are available in the CUSTOMER’s MY ASTN’GO ACADEMY space, accessible online on the Site.  

ASTREE cannot be held responsible for any total or partial impossibility to use the Hardware, which would result from the CUSTOMER’s failure to verify that he meets all the conditions and that he has all the material and human resources necessary to use the Hardware.  

All consumables required for the use of the Hardware shall be the responsibility of the CUSTOMER. 

Throughout the duration of the Contract, as well as during its possible renewal, the CUSTOMER undertakes to have insurance covering all of the Hardware made available to it.  

This insurance shall cover all damage to the Hardware, regardless of the cause or origin of the loss.  

ASTREE ensures the maintenance of the Hardware under the conditions that are provided on the Site, in the CUSTOMER’s MY ASTN’GO ACADEMY space.  

8.3. Duration and conditions of return of the Hardware

The rental of the Hardware is granted for the duration of the Contract as set forth in Article 6 of these GTC. 

At the end of the Contract for any reason, the CUSTOMER must return to ASTREE all the Hardware made available to him according to the procedure transmitted by ASTREE. The Hardware must be in perfect working order, maintained and serviced. 

In the event of failure to return the Hardware within the period indicated on the Site, the CUSTOMER shall be liable for a penalty equal to the amount indicated on the said Site. 

8.4. Financial conditions 

The price of the Hardware rental is included in the price of the Software Subscription as indicated on the Site.  

ARTICLE 9 – CONDITIONS APPLICABLE TO THE SALE OF COMPLEMENTARY HARDWARE

If the CUSTOMER wishes to acquire additional Hardware, not required for the operation of the Software, he will have the option of placing an order on the Site.

This additional hardware is not included in the Subscription and will therefore be invoiced in addition at the price indicated on the Site.

The following conditions apply to the sale of additional hardware:

9.1. Terms of delivery of the hardware:

Delivery shall be made by direct delivery of the hardware to the CUSTOMER’s address as indicated on the countersigned Quote.  

9.2. Delivery lead time:

The delivery lead times for the hardware are given on the Site. Unless otherwise agreed, delivery lead times are given for information purposes only and are indicative; they depend in particular on supply conditions and the availability of carriers. ASTREE cannot be held responsible for a delay beyond its control. Delays in delivery shall not give rise to any penalty or indemnity, nor shall they be grounds for the cancellation of the order or the refusal of the hardware delivered.  

9.3. Transfer of risks:

The hardware is delivered FCA (Incoterm 2022) unless otherwise agreed between the Parties via the Site. The hardware, even if shipped carriage paid, is shipped at the risk of the CUSTOMER, who is responsible for verifying the condition of the hardware upon delivery in accordance with the conditions set forth herein. 

9.4. Damage and shortages:

It is the CUSTOMER’s responsibility, in the event of damage to the hardware delivered or shortages noted in the presence of the delivery person, to make all necessary reservations with the carrier. Any hardware that has not been the object of reservations by registered letter with acknowledgement of receipt within 3 days of its reception from the carrier, in accordance with article L133-3 of the commercial code, and a copy of which will be sent simultaneously to ASTREE, will be considered accepted by the CUSTOMER. The reservations formulated by the CUSTOMER must be complete, reasoned and as precise as possible. It is up to the CUSTOMER to provide all proof as to the reality of the defects or shortages noted. When after inspection an apparent defect or a missing item is actually found by ASTREE, the CUSTOMER will only be able to ask ASTREE to replace the non-conforming hardware and/or to make up for the missing items, at ASTREE’s expense, without the CUSTOMER being able to claim any compensation or to cancel the order. 

9.5. Non-conformity of the delivered hardware:

In addition to verifying any missing items or apparent defects, the CUSTOMER undertakes to check the conformity of the hardware delivered with the characteristics indicated on the Site within 7 days from the date of delivery to the CUSTOMER. The acceptance is the recognition of the absence of defects.  

Within this period, ASTREE agrees to take back, at its own expense, any hardware found not to be in conformity with the characteristics specified in the Quote.  

The non-conformity is understood with regard to what is pre-established, specified and accepted in writing by the CUSTOMER in the characteristics referred to in the Quote issued by ASTREE.  

The hardware must be returned to ASTREE in its original packaging. Any claim made by the CUSTOMER under the conditions and according to the methods described in this article does not authorize the CUSTOMER to suspend payment for the hardware concerned.  

ASTREE’s liability can in no case be implicated for events during transport, destruction, damage, loss or theft, even if ASTREE has chosen the carrier. 

No return of hardware can be made by the CUSTOMER without ASTREE’s prior express written agreement.  

9.6. Reservation of ownership:

ASTREE retains full ownership of the hardware until the actual payment of the full price in principal and incidental expenses, followed by the collection of the corresponding sums, even in case of granting of a payment delay. Failure to pay any of the installments may result in the hardware being claimed back. Nevertheless, from the moment of delivery, the CUSTOMER assumes responsibility for any damage that this hardware may suffer or cause. 

ARTICLE 10 – LIABILITY 

The CUSTOMER undertakes to use the Software and the associated Hardware, as well as all the information to which it may have access, only in a manner that complies with public decency and the rights of third parties. 

The CUSTOMER undertakes not to disrupt use by other users of the Software. 

The CUSTOMER agrees not to commit any act that could jeopardize the computer security of ASTREE or other users. 

In general, the CUSTOMER shall refrain from: 

  • Using the Software to transmit any content that is contrary to the law and/or public order, or, more generally, contrary to the purposes of the Software;  
  • Providing incorrect, incomplete and/or misleading information at the time of registration on the Site or when using the Software; 
  • Infringing or breaching its obligations under these GTC,

It is expressly understood that the CUSTOMER undertakes to comply strictly with the provisions of the Contract. The breach of all or part of the Contract would implicate the liability of the CUSTOMER and would lead, if necessary, to the immediate suspension of the access to the Software, without any obligation of formal notice, nor compensation from ASTREE.  

ASTREE will in no case be responsible for indirect damages suffered by the CUSTOMER, including, but not limited to, any lost profit, commercial prejudice, loss of turnover or profit, loss of customers, or loss of opportunity.  

In addition, the Parties expressly agree that ASTREE cannot be held responsible for access interruptions, unavailability or slowdown of the Software and/or damages and/or financial consequences related to it such as an interruption of the electricity supply, an abnormal or fraudulent use by the CUSTOMER or a third party, or a malfunction of the Internet access. More generally ASTREE can in no case be responsible for an external cause or a fault of the CUSTOMER. 

ASTREE is not able to guarantee the continuity of remote use of the Software features, which the CUSTOMER acknowledges and accepts. 

In case of interruption of access to the Software for maintenance, ASTREE will do everything possible to intervene outside working hours/days or, failing that, to inform the CUSTOMER, by e-mail, at the address indicated when placing the Order, in order to allow the CUSTOMER to take the necessary measures to avoid a disruption of his activity. 

ASTREE will in no case be held responsible for any possible impact whatsoever from this unavailability on the CUSTOMER’s activities. 

In case ASTREE is held liable for any reason and on any basis whatsoever, the damages ASTREE will be liable for, for all prejudices, will be in any case limited to an amount equal to the amount of the Subscription invoiced by ASTREE to the CUSTOMER during the last 12 (twelve) months.  

ASTREE’s liability is strictly limited to the obligations expressly stipulated herein.  

The CUSTOMER acknowledges that he/she is aware of the risks inherent in computer hardware, software and networks, and in particular those related to the Internet. In case of malfunction of the Software and whose causes are directly or indirectly linked to these risks, ASTREE’s liability cannot be implicated. 

The limitations and exclusions of liability specified are determined by the balance between the extent of ASTREE’s obligations and the prices agreed between the Parties, the amounts of compensation that ASTREE could be required to pay to the CUSTOMER in case of implication of its liability and the stipulations of the insurance policy covering ASTREE’s professional civil liability. The CUSTOMER is aware that the prices charged by ASTREE are determined according to the existence of this limitation of liability. 

ARTICLE 11: CUSTOMER OBLIGATIONS – REQUIREMENTS

To use the Software, the CUSTOMER acknowledges having at least: 

  • An internet connection; 
  • A Google Chrome or Microsoft Edge web browser.  

The CUSTOMER also agrees to comply with the Prerequisites indicated by ASTREE on the Site.  

All costs necessary for the hardware and connection of the CUSTOMER to the Internet in order to use the Software are the responsibility of the CUSTOMER.  

The CUSTOMER is solely responsible for the use of the data that it distributes and consults in performance of the Contract.  

The CUSTOMER shall use the Software in accordance with the provisions hereof.  

The CUSTOMER shall ensure that users are trained in the operation of Internet services. 

The CUSTOMER undertakes to inform ASTREE as soon as possible of the occurrence of anomalies, defects or any other problem requiring intervention, so as to avoid any delay in the repair or any worsening of said problems.  

The CUSTOMER undertakes to collaborate actively, regularly and honestly with ASTREE for the proper performance hereof. 

The CUSTOMER undertakes to ensure the security of its computer networks, in particular those concerned by the Hardware and Software. In the event of an attack or breach, he undertakes to do what is necessary to restore security as soon as possible. Moreover, in case of a breach or an attack, he must disconnect the Hardware immediately and warn ASTREE. ASTREE is allowed to disconnect the Hardware if necessary.

ARTICLE 12: OBLIGATIONS OF ASTREE

ASTREE is responsible in case of proven fault. 

It undertakes to provide its best efforts according to best practice in use in its profession, to offer a quality service and maintain the integrity, security and confidentiality of the CUSTOMER’s data. 

In this respect, ASTREE undertakes to use resources with a level of knowledge and competence appropriate to the performance of the Contract.  

ASTREE undertakes to inform the CUSTOMER of any difficulties encountered during the execution of the services, especially concerning maintenance and hosting.  

ARTICLE 13 : FORCE MAJEURE 

The Parties shall not be liable for the non-performance of their obligations hereunder if such non-performance is due to force majeure. The Parties agree that cases of force majeure are those defined in article 1218 of the French Civil Code and case law. The obligations so suspended shall be performed again as soon as the effects of the cause or causes of non-performance have ceased, within a period of time which shall be determined by what is available at the time. 

If a case of force majeure continues for more than thirty (30) consecutive days, either Party may request the termination of the Subscription to the Service without prior notice and by operation of law, without the need to perform any judicial formality, by registered letter with acknowledgement of receipt addressed to the other Party. A case of force majeure affecting ASTREE cannot suspend the CUSTOMER’s obligation to pay the amounts already due. 

ARTICLE 14 : GUARANTEES 

14.1 Anti-virus guarantee

ASTREE undertakes to ensure that the Software is free of any known virus at the date of signature of the Contract. This anti-virus guarantee also applies to any update, patch, or new version of the Software that is made available to the CUSTOMER. 

14.2 Guarantee covering quiet enjoyment and infringement

ASTREE declares that it is the owner of the property rights on the Software and guarantees to the CUSTOMER the quiet enjoyment of the rights granted on the Software as part of the Subscription to the Service.  

ASTREE guarantees to the CUSTOMER and undertakes to justify at the CUSTOMER’s initial request: 

  • That it owns or has sufficient rights to the items necessary to perform its obligations under the Contract; 
  • That if elements of the services are a derivative work, it has respected the intellectual property rights of the author of the original work, in accordance with the Intellectual Property Code; 
  • That the result of its services does not constitute an infringement of a pre-existing work. 

As such, ASTREE undertakes to defend the CUSTOMER, at its own expense, against any action brought against the CUSTOMER on the grounds that the use of the licensed Software would infringe the rights of a third party, provided firstly, that the CUSTOMER notifies ASTREE promptly and in writing of any action brought and secondly, that the CUSTOMER honestly collaborates in the defense by providing assistance to ASTREE, and finally the CUSTOMER gives ASTREE control of the defense and/or any action, including in order to reach a settlement. The CUSTOMER expressly agrees not to acknowledge the validity of a claim without the prior written agreement of ASTREE.  

ARTICLE 15: CONFIDENTIALITY

The Parties each undertake to the other not to disclose any confidential information that may come to their knowledge in the performance of the Contract and undertake to ensure compliance with this clause by their personnel. The term “Confidential Information” means any financial, commercial, technical, legal or other information or data exchanged between the Parties hereunder in any form whatsoever, including but not limited to written, oral or visual. In particular, each Party: 

  • Will use this confidential information only for the purpose of performing the services to which it relates; 
  • Will disclose such Confidential Information only to those of its employees to whom such Confidential Information is necessary for the performance hereof; 
  • Will take all necessary measures to ensure the confidentiality of the information transmitted to its personnel and will inform them of the confidential nature of the information transmitted; 
  • Will return or destroy any documents containing or reflecting such Confidential Information as soon as they are no longer required, but no later than the end hereof. 

The Parties undertake to respect the confidential nature of the information exchanged under this Contract and not to reveal it or make it available to third parties without the prior written consent of the other Party, except when ordered to do so by a court or government authority. 

The Parties shall take the same precautions to maintain the confidentiality of the other Party’s information as they normally take with respect to their own confidential information. 

The Parties undertake to comply with the obligations resulting from this Article for the entire duration of the Contract and for two (2) years following its termination or expiration. 

ARTICLE 16 – INTELLECTUAL PROPERTY

16.1 Rights granted on the Software

In accordance with the provisions of the Intellectual Property Code and the stipulations hereof, it is reiterated that ASTREE is the owner of all intellectual property rights related to the Software and the accompanying documentation as well as all their updates, old, current and future versions, and all the developments it will make on the Software. 

The CUSTOMER may use the operational functions of the Software to which it has access only in accordance with the purpose for which the Software is marketed. 

Unless otherwise agreed in writing by ASTREE, the CUSTOMER may not in any case make the Services, including the Software, available to a third party and is strictly forbidden any other use, including, but not limited to, any adaptation, modification, translation, arrangement, distribution, or decompilation.  

As such, ASTREE only grants the CUSTOMER, as long as the Subscription is in force, a personal, specific, non-transferable and non-exclusive right of use of the Software, under which it is strictly forbidden to: 

  • Reproduce permanently or temporarily the Software made available, in whole or in part, by any means and in any form, including loading, displaying, or running the Software; 
  • Translate, adapt, arrange or modify the Software, export it, or merge it with other computer applications; 
  • Make any copy of all or part of the Software; 
  • Modify, particularly by decompiling, altering, adapting, translating, arranging and more generally changing all or part of the Software. 

Its fraudulent copy or use is punishable by civil and criminal penalties. It is strictly forbidden for the CUSTOMER to let a third party benefit from all or part of the services offered by the Software without prior agreement from ASTREE. 

The name of the Software is a trademark protected and registered by ASTREE. 

The Site on which the Software is accessible and all the elements that compose it (content, images, logos, texts, programs, scripts, processes, etc.) are the exclusive property of ASTREE. 

The Contract does not entail any transfer of intellectual property rights on software, methods, development tools, documents, files, databases, data, or general or specific programs, owned by ASTREE or on which ASTREE has obtained a license and which has been made available to the CUSTOMER under the Contract. 

16.2 Identifiers and access to the Software

Access to the Software’s functionalities is provided by means of the Identifiers (hereinafter the “ Identifiers“) that will have been defined by the CUSTOMER at the time of registration. The Identifiers are deemed necessary and sufficient to contractually identify the CUSTOMER who accepts this authentication method without reservation. Therefore, these Identifiers are strictly personal and confidential and each CUSTOMER user is solely responsible for their protection and use.  

The CUSTOMER agrees to inform ASTREE immediately, by e-mail, if he notices that the confidentiality of the Identifiers is no longer assured. ASTREE then undertakes to suspend access to the Software for anyone who would use the Identifiers subject to this loss of confidentiality. Therefore, ASTREE can in no way be responsible for the misuse or unauthorized use of the CUSTOMER’s Identifiers.  

In general, the CUSTOMER assumes responsibility for the security of individual workstations having access to the functionality of the Software. If the CUSTOMER learns that another person is accessing it, the CUSTOMER will inform ASTREE without delay and in writing. 

In case of non-compliance by the CUSTOMER with the conditions of use of the Identifiers as provided for in this article, ASTREE may implicate the liability of the CUSTOMER and terminate the Contract without delay. 

The CUSTOMER undertakes to use the right of access to the Software granted to him alone. 

ARTICLE 17 – PERSONAL DATA – COOKIE MANAGEMENT

17.1 Personal data

Generally speaking, the Parties guarantee that they have carried out all the obligations incumbent upon them under the applicable laws and regulations and in particular the European regulation on the protection of personal data n°2016/679 known as “GDPR”. The Parties agree to comply with the provisions of this Agreement with respect to data management. In any case, the CUSTOMER is informed and acknowledges that ASTREE may use all non-personal or anonymous data communicated by the CUSTOMER for any purpose, including statistical purposes. 

For the purposes of this article, the following terms “personal data”, “data protection officer”, “process/processing”, “data controller”, “recipient”, “data processor” and “transfer” shall have the same meaning as given to them in the European Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the “GDPR”). 

The CUSTOMER acts, within the meaning of the GDPR, as a data controller. In this respect, the CUSTOMER declares that it has informed and obtained the consent of the natural persons concerned of the use made of the said personal data. It is the CUSTOMER’s responsibility to carry out the administrative procedures, requests for authorization, and impact analyses provided for by the laws and regulations in force concerning the processing that it carries out and the data processed. The CUSTOMER shall indemnify ASTREE against any recourse, complaint or claim emanating from a natural person whose personal data may be reproduced and hosted in the context of the use of the Software.  

The CUSTOMER acknowledges that ASTREE acts as a data processor in the sense of the GDPR in providing its maintenance or hosting services in the context of the Software Subscription. In such circumstances, the rules and obligations of each Party are set forth in Appendix 1. 

17.2. Cookie management

Moreover, ASTREE informs the CUSTOMER that cookies are used to facilitate navigation on the Site and to streamline the registration or audience measurement procedures, and record some information that is stored in the memory of the CUSTOMER’s computer. Tracking technologies, including cookies, are used to adapt advertising to the needs and interests of the CUSTOMER. 

When the CUSTOMER accesses the Site for the first time, a banner explaining the use of “cookies” will appear. The CUSTOMER may then accept or refuse the cookies by checking the box provided for this purpose.  

ASTREE uses cookies to manage user authentication on all MY ASTN’GO spaces. 

Several types of cookies are present on the Software. These cookies have the following purposes: 

  • Cookies necessary for the operation of the Software,
  • Cookies used for audience measurement,  
  • Cookies used in the context of geolocation of content, 
  • Identification cookies. 

Cookies necessary for the operation of the Software: 

These cookies are necessary for the proper functioning of the Software and its use. They allow the CUSTOMER to access the main features of the Software.  

As a reminder, the CUSTOMER’s setting/choice of cookies may modify the conditions of access to the Software requiring the use of cookies. If the browser is configured to refuse all cookies, the CUSTOMER will not be able to access the functionality of the Software because it will not be able to remain authenticated.  

Most browsers allow the CUSTOMER to manage their cookies. The browser can be set to refuse or delete certain cookies.  

The following links allows the CUSTOMER to determine how to set cookies according to their browser: 

  • For the Google Chrome browser: here 
  • For the Microsoft Edge browser: here 

For more information on the use, management and deletion of “cookies”, for any type of browser, the CUSTOMER can consult the following link: 

https://www.cnil.fr/fr/cookies-les-outils-pour-les-maitriser 

ARTICLE 18 – MISCELLANEOUS

18.1. References.

The CUSTOMER authorizes ASTREE to mention its name on a list of references that it can distribute to its customers and prospects. 

18.2. Waiver.

Any failure to exercise or delay in exercising a right or prerogative by a Party shall not be deemed a waiver of such right or prerogative in favor of the other Party. Similarly, the exercise of any one right or partial exercise of any right or prerogative shall not preclude the exercise of any other right or prerogative hereunder. No waiver shall be effective unless set forth in writing and signed by a representative of each Party. 

18.3. Partial nullity.

In the event that any of the provisions hereof are held to be invalid or unenforceable by a court decision that has the force of final judgement, the Parties agree to attempt to limit, as far as possible, the scope of such invalidity or unenforceability so that the other contractual provisions remain in force and the economic balance hereof is respected. 

18.4. Entire Agreement of the Parties.

The Parties acknowledge that the Contract constitutes their entire agreement with respect to the subject matter of the Contract and supersedes any prior agreement, oral or written. Any commitment made under any additional stipulations or terms and conditions shall be null and void after the date of signature of the Contract. The Contract may only be modified by an amendment signed by both Parties. 

18.5 Notifications.

Any notice (demand, report, approval or consent) under the Contract shall be in writing and shall be delivered by hand against a receipt or sent by registered mail with return receipt requested. 

18.6. Computation of time limits.

Unless otherwise specified, time limits are counted by calendar day. Any period of time counted from a notification shall run from the first attempt to deliver it to the addressee, as evidenced by the postmark. 

18.7. Interpretation of the Contract.

The headings of the articles of the Contract are used for ease of understanding, and shall not be used to construe the meaning in favor of either Party. Furthermore, the Contract is the result of active negotiations between the Parties and shall not be considered as a contract drawn up in favor of one Party or to the detriment of the other, nor shall its articles be considered as standard clauses. 

18.8. Non-transferability of the Contract.

Neither the Contract, nor any right or obligation deriving from it are assignable and/or transferable by the CUSTOMER, by any legal means whatsoever, except with the prior written consent of ASTREE. ASTREE reserves the right to freely transfer all or part of the Contract, or its rights and obligations arising from it, to the benefit of its group companies, or any other company that may succeed it, whatever the legal terms.  

ARTICLE 19 – APPLICABLE LAW AND COMPETENT COURT

The Contract is subject to French law, both for the rules of form and for the rules of substance. In the event that these terms and conditions are translated into a foreign language, only the French language Contract shall be binding. 

IN THE ABSENCE OF AMICABLE AGREEMENT BETWEEN THE PARTIES FOR ANY DISPUTE RELATING TO THE PRESENT CONTRACT, COMPETENCE IS EXPRESSLY ASSIGNED TO THE COMMERCIAL COURT OF SAINT ETIENNE FOR SUBSTANTIVE AND SUMMARY PROCEEDINGS, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR INTRODUCTION OF THIRD PARTIES. 

APPENDIX 1 – PERSONAL DATA

Please inform us of any other data or processing entrusted to ASTREE acting as a Data Processor 

1) The nature of the operations performed on the data: 

☒ Hosting, archiving and backup of data for the requirements of the Service, 

☒ Performing only those maintenance services that require access to certain personal data to resolve bugs, correct anomalies, perform updates, etc. 

2) The purpose(s) of the processing:  

☒ Implement the features of the Software as listed on the Site and chosen by the CUSTOMER    

☒ Hosting/ Maintenance 

☒ Hardware Identification 

3) Personal data processed by the Software: 

☒ Name / Email address / Phone number / Date of birth / IP address of the Hardware

4) The categories of persons concerned: 

☒  CUSTOMER’s employees  

5) Duration: 

The Processing as described in this document and carried out on behalf of the CUSTOMER by ASTREE, comes into effect after the order is given by the CUSTOMER and cannot exceed the duration of the Subscription. 

Nevertheless, the Parties acknowledge that certain data required to meet a legal or regulatory obligation may be retained for the time necessary to fulfill the obligation in question. The data will be deleted or anonymized when the legal reason justifying their archiving is no longer relevant, regardless of the duration of the Subscription and even if it has expired.  

The characteristics of the personal data processing carried out by ASTREE on behalf of the CUSTOMER, such as the object, the duration, the nature and the purpose of the processing, the type of personal data and the categories of persons concerned, are detailed in the appendix and can be modified by the CUSTOMER acting as data controller. 

The Parties agree to comply with the French law n°78_17 of January 6, 1978 “French data protection act” as amended by the law n°2004-801 of August 6, 2004 transposing the Directive 95/46/EC, as well as the provisions defined in the Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, known as the European data protection regulation, and all subsequent regulations (hereinafter the “Law”). 

ASTREE, acting as a data processor according to the meaning of the Law, undertakes: 

  • To anonymize or encrypt personal data processed; 
  • To use the personal data processed on behalf of the CUSTOMER only in accordance with the CUSTOMER’s instructions, only for the time necessary to execute the Subscription and exclusively for the purposes of carrying out the service that is the subject of this Contract; 
  • Not to transfer, use, modify or disclose to anyone, whether free of charge or for a fee, the personal data thus communicated; 
  • To take the technical and organizational measures necessary to preserve the security of the data and the security of the Processing, and in particular to prevent them from being corrupted, damaged or communicated to unauthorized third parties, and more generally, to implement the measures necessary to protect personal data against accidental, illicit or unauthorized destruction, loss, alteration, dissemination or access; 
  • To implement a procedure to regularly test, analyze and evaluate the effectiveness of technical and organizational measures to ensure the security of processing; 
  • To take all necessary measures to ensure that its employees involved in the provision of the service respect the commitments made in terms of confidentiality and security of personal data and do not process them except on instructions from ASTREE; 
  • To cooperate with the CUSTOMER (or its representatives), in order to allow it to comply with its obligations under the Law, taking into account the nature of the Processing and the information available to ASTREE and in particular to proceed periodically, upon mere request from the CUSTOMER, with an audit (i.e. inspections in the premises of ASTREE or its data processors carried out by the CUSTOMER himself or a third party mandated for this purpose) to assess the compliance of ASTREE with its obligations as provided for in this article and to provide the CUSTOMER in a sufficiently documented manner with the proof of all the adequate security measures put in place and more generally of the compliance with the obligations provided for in this article. Also, where applicable, to assist the CUSTOMER, if the CUSTOMER must set up an impact analysis relating to data protection. The CUSTOMER acknowledges and accepts that this assistance delivered by ASTREE may be subject to an additional cost charged to the CUSTOMER if this assistance lasts more than one man-day;
  • To inform the CUSTOMER by e-mail within 48 hours of any breach of personal data, including any incident relating to the processing and security of personal data and in particular any access, disclosure, use or unauthorized access to or modification or destruction of personal data, and contact the CUSTOMER to report to him, as far as possible and in accordance with the formalism of the CNIL (French data protection authority) notification, within 72 hours of the occurrence of the said breach. It is hereby acknowledged and accepted by the Parties that in such a case, only the CUSTOMER shall proceed with any notification in due form to the CNIL;  
  • Upon instruction from the CUSTOMER, notifying ASTREE in writing of the end of its collaboration with an individual whose personal data have been processed by ASTREE in the context of its services, ASTREE will return these data to the CUSTOMER or destroy them. In the same way and according to the CUSTOMER’s choices, upon his express written request by registered letter, ASTREE will return or destroy all personal data as well as existing copies.

The CUSTOMER has a period of 30 (thirty) days from the end of the Subscription, for any reason, to request from ASTREE the return of the data contained in the Software.

At the end of this period, and if no express request from the CUSTOMER is made, ASTREE will delete the personal data. ASTREE will provide upon request of the CUSTOMER, a statement certifying that the personal data and their copies have been erased from all the hardware used by ASTREE and that the paper or electronic media containing the processed personal data have all been returned to the CUSTOMER or destroyed.

  • Not to hire another data processor and therefore communicate the personal data to a third party without having obtained the prior written authorization of the CUSTOMER. The CUSTOMER acknowledges that in the context of the performance of its services ASTREE may freely use data processors for the hosting of personal data transmitted hereunder, it being understood that these data processors will only intervene on anonymized data. 
  • To impose the commitments of this article to any other data processor hired by ASTREE (any person or entity) to whom personal data would be communicated with the CUSTOMER’s consent. In any case, ASTREE remains liable to the CUSTOMER for the execution by the said data processor of its obligations; 
  • Not to transfer data outside the European Union; 
  • To cooperate with any administrative authority whose control the CUSTOMER may be subject to;
  • ASTREE states that it keeps a written record of all categories of processing activities performed on behalf of the CUSTOMER. The name of the DPO appointed by ASTREE is listed on the ASTREE website: astngo.com.

The CUSTOMER, as the data controller, is responsible for the formalities required by law. As such: 

  • The CUSTOMER guarantees ASTREE that he has made all the necessary declarations and that he has informed the individuals concerned by the processing of the said personal data; 
  • The CUSTOMER shall indemnify ASTREE against any recourse, complaint or claim related to the fact that the data are hosted by ASTREE, from a natural person whose personal data may be reproduced and/or hosted by the solution in SaaS mode, apart from any right of objection;  
  • In this respect, in the event that a person concerned by the processing wishes to assert his right to object, his right to erasure or any other right he enjoys under the GDPR, the CUSTOMER acknowledges that he is and remains solely responsible to this person. In the event that this right of objection or any other right implies the deletion of personal data processed by ASTREE in the context hereof, the CUSTOMER will notify ASTREE in writing, which undertakes to delete and/or return the data following the request made by the CUSTOMER at the following email address dpo@astree-software.fr  

APPENDIX 2 – Service levels and maintenance commitments according to the different subscriptions offered

See the description on the Site.