DEFINITIONS
‘Customer’ refers to any person who consults the Site and is duly registered. ‘Order’ means the purchase by the Client of a service available on the Site and offered by the Company AGRIDIAG INFO. “General Terms and Conditions of Sale and Use” means these terms and conditions and any subsequent amendments made by the Company AGRIDIAG INFO, Parties’ means both the Client of the Site and AGRIDIAG INFO “Service Provider” means AGRIDIAG INFO “Services” means distance selling of subscriptions to solutions, applications, programs and databases intended for professionals, Services’ means the services for the remote sale of subscriptions to solutions, applications, programmes and databases intended for professional garages and spare parts distributors, relating to the improvement of the commercial management of their business, and the monitoring of vehicle servicing, maintenance, diagnostic and repair procedures. agridiaginfo.com operated by AGRIDIAG INFO ‘Company’ means AGRIDIAG INFO ‘Solution’ means the application services delivered to the Customer, invoiced in the form of a subscription, and intended for professional use ‘Third Party’ means any natural or legal person who is not a party hereto.
ARTICLE 1: SCOPE OF APPLICATION
In accordance with Article L. 441-6 of the French Commercial Code, these General Terms and Conditions of Sale and Use constitute the sole basis of the commercial relationship between the parties. These General Terms and Conditions apply to the Service Provider’s Internet site, located in MONTPELLIER (34070), 530 rue Raymond Recouly, registered with the Montpellier Trade and Companies Register under number 840 727 697, by direct contact or via paper support. These General Terms and Conditions are systematically communicated to any Customer (excluding wholesalers) who requests them, to enable him to place an order with the Service Provider. They are also communicated to any Customer prior to the conclusion of a single agreement as referred to in article L 441-7 of the French Commercial Code, within the legal deadlines. Any order for Services implies the Customer’s acceptance of these General Terms and Conditions of Sale and of Use of the Service Provider’s website for electronic orders. The information contained in the Service Provider’s catalogs, brochures and price lists is given for information only and may be revised at any time. The Service Provider is entitled to make any changes it deems necessary. The Customer expressly acknowledges that the Terms
The Customer expressly acknowledges that the General Terms and Conditions of Sale and Use applied by the Service Provider’s partners may change over time, and therefore lead the Service Provider to adapt and revise the present conditions at any time. These General Terms and Conditions of Sale and Use are accessible at all times on the Site and shall prevail, where applicable, over any other version or any other contradictory document. In accordance with current regulations, the Service Provider reserves the right to derogate from certain clauses of these General Terms and Conditions, depending on the negotiations conducted with the Customer, by drawing up Special Terms and Conditions of Sale.
ARTICLE 2: REGISTERING ON THE SITE – CREATING AN ONLINE ACCOUNT
Customers wishing to place an order on the Site are entirely responsible for completing the information to be provided in the registration form. Once the registration form has been completed by the Customer, an e-mail confirming this registration will be sent to the e-mail address provided by the Customer, so that the Customer can finalise his/her registration.
ARTICLE 3: CONTRACT AND ORDER
3.1 Information supplied by the Customer
The information provided by the Customer when placing an order is solely binding on the Customer. In the event of error or omission of certain information, in particular relating to the contact details of the recipient of the order, the Service Provider shall not be held liable in the event that, for this reason, the delivery of the product(s) ordered cannot be made within the time limit set.
3.2 Processus de commande
Sales of Services are only valid once a quotation has been drawn up and the Customer’s order has been expressly accepted in writing by the Service Provider, evidenced by an acknowledgement of receipt from the Service Provider and acceptance of the quotation. The Service Provider has electronic ordering facilities (including acceptance and confirmation facilities) (website references) enabling Customers to order Services as quickly and conveniently as possible. Prior to placing any Order for a subscription to a Solution, the Customer will have the opportunity, free of charge and without obligation, to take advantage of a non-renewable seven (7) day trial period of the said Solution. The Customer will also have the option, prior to any Order for a subscription to a Solution, of subscribing to a trial period for the said Solution, for a period of thirty (30) days, subject to payment of a fixed price of eighty-three euros (83 euros). Only one subscription for a thirty (30) day trial period may be taken out by the Customer per six-month period, starting from the start of said trial period. For orders placed exclusively on the Internet, an order is recorded on the Service Provider’s website when the Customer accepts these General Terms and Conditions of Sale and Use by ticking the box provided for this purpose and validates the order. Customers may check the details of their order and its total price and correct any errors before confirming their acceptance (article 1127-2 of the French Civil Code). This validation implies acceptance of these General Terms and Conditions of Sale and Use in their entirety and constitutes proof of the sales contract. For all orders placed on the internet, the acceptance of the order is confirmed by the sending of an email. In the absence of proof to the contrary, the data recorded in the Service Provider’s computer system constitutes proof of all transactions concluded with the Customer.
3.3 Changing and cancelling the order
In the event that this Contract is concluded off-premises, relates to Products that do not fall within the scope of the customer’s main activity and if the number of employees in the customer’s company on the day of signature is less than or equal to 5 employees, then the customer will have a withdrawal period of fourteen days from the conclusion of the Contract. The customer must inform AGRIDIAG INFO of their decision to withdraw within the deadline in order to send them an online Form which they must complete and return by e-mail to: [email protected]. When we receive your request, we will refund the amount of the invoiced price, excluding subscription fees, which remain your responsibility, either by bank transfer within a maximum of 14 days, or by crediting your customer account with a voucher for the equivalent amount, excluding subscription fees. You have 6 months in which to redeem the voucher.
PLEASE NOTE: AGRIDIAG INFO will not be able to reimburse software if the customer has already benefited from a test period of the service for a period of 7 days or more before signing the contract. The 14-day withdrawal period cannot therefore be invoked.
ARTICLE 4: PRICES
4.1 General terms and conditions
The Services are provided at the Provider’s rates in force on the date the Order is placed, in accordance with the quotation previously drawn up by the Provider and accepted by the Customer, as indicated in Article 3 above. Prices are net and exclusive of VAT. An invoice is drawn up by the Service Provider and sent to the Customer for each provision of Services. The conditions for determining the cost of services for which the price cannot be known a priori or indicated accurately, as well as the method of calculating the price enabling the latter to be verified, will be communicated to the Customer or will be the subject of a detailed quotation, at the Customer’s request in accordance with the provisions of Article L 441-6 II of the French Commercial Code. Prices are firm and non-revisable during their period of validity, as indicated on the Site, the service provider reserving the right, outside this period of validity, to modify prices at any time. The payment requested from the Customer corresponds to the total amount of the purchase, including these charges. The price paid by the Customer to the Service Provider, in return for access to the Services provided by the Service Provider, as defined in Article 1 above, breaks down as follows:
*the subscription fee, the amount of which is specified in the Special Terms and Conditions, payable once, when the Order is placed; * the service fee, the amount of which is specified in the Special Terms and Conditions. The service fee is payable for the initial term of the subscription and thereafter, for each renewal period, from the first day of the renewal period concerned. The service fee may nevertheless be payable in several instalments in accordance with the details given in the Special Terms and Conditions. In the event of early termination of the subscription for any reason whatsoever, the Customer undertakes to pay the Service Provider all sums remaining due in respect of the service fee for the initial term of the subscription or the current renewal period: *the price corresponding to any options subscribed to by the Customer, the amount of which is specified in the Special Terms and Conditions. Payment for the options is due for the initial term of the subscription and thereafter, for each renewal period, from the first day of the renewal period concerned. The remuneration for the options may nevertheless be payable in several instalments in accordance with the details given in the Special Terms and Conditions. In the event of early termination of this Agreement for any reason whatsoever, the Customer undertakes to pay the Service Provider all sums remaining due in respect of the remuneration for the options for the initial term of the subscription or the current renewal period. Subscription fees are payable by the Customer when the Order is placed, by credit card or direct debit. The instalments of the service fee and the fees for the following options are payable by direct debit. It is hereby specified that the sums due to the Service Provider do not include the cost of the Internet connection, which remains the responsibility of the Customer. The Customer expressly acknowledges that the provision of his/her bank details and bank account information constitutes authorisation to debit the Customer’s account for the price of the Service(s) ordered. The Service Provider shall not be obliged to deliver the Service(s) ordered by the Customer if the Customer does not pay the Service Provider the price in full in accordance with the above conditions. In the event of late payment by the Customer of all or part of the price of the Order, the Service Provider reserves the right to immediately suspend access to and performance of the Services until all outstanding sums have been paid in full, without incurring any liability and without the Customer being entitled to claim any credit or reimbursement whatsoever. Payments made by the Customer will only be considered final once the amounts due have been received by the Service Provider.
4.2 Late payment penalties
In the event of late payment and payment of sums due by the Customer after the deadline set out above, and after the payment date shown on the invoice sent to the Customer, late payment penalties calculated at the rate applied by the European Central Bank to its most recent refinancing operation, plus 10%, will be automatically and by operation of law payable to the Service Provider, without any formality or prior formal notice. Pursuant to Article L.441-6 I of the French Commercial Code, the Customer shall also be liable by operation of law to pay a fixed indemnity of forty (40) euros (€) in respect of recovery costs incurred by the Service Provider. Where applicable, if these costs exceed the amount of this compensation, the Service Provider may claim additional compensation from the Customer, on presentation of supporting documents specifying the steps taken.
4.3 No compensation
Except with the express prior written agreement of the Service Provider, and provided that the reciprocal receivables and debts are certain, liquid and due, the Customer may not validly set off any penalties for delay in the provision of the Services ordered or non-compliance with the order against the sums paid by the Customer to the Service Provider for the purchase of the said Services.
ARTICLE 5: TERMS AND CONDITIONS OF SERVICE PROVISION
The Customer will have access to the above-mentioned solutions online via the Website, using a username and password which will be communicated to the Customer upon receipt of the order by the Service Provider, and corresponding to the strict number of simultaneous accesses specified in the Special Terms and Conditions of Sale. Access to the Services subscribed to by the Customer shall be effective and provided by the Service Provider within a reasonable period of time, it being specified that no strict deadline shall apply. The Service Provider may not be held liable in the event of delay or suspension of the supply of the Service attributable to the Customer, or in the event of force majeure. The Customer will thus have access to the Services 24 hours a day, 7 days a week, except in the event of a maintenance operation being carried out, or in the event of any breakdowns as described in Article 6 below, or in the event of Force Majeure as defined in Article 11 below, affecting the Service Provider and/or the Website host. The Customer shall be responsible for taking out a subscription with an Internet Service Provider that complies with the specifications detailed in the Special Terms and Conditions. In particular, the Customer must ensure that their technical environment is compatible and that they have the minimum configuration (technical prerequisites) required to access and/or use the Service. The Customer is solely responsible for accessing the Service and choosing a network operator. The Service Provider cannot be held responsible for access difficulties due to Internet network disruptions. The subscription to the Services and options taken out by the Customer is only valid for the Customer’s legal representatives and employees and may under no circumstances be used by a third party. The Customer acknowledges that the access codes to the Services are strictly personal, confidential and non-transferable. Under no circumstances may they be communicated to third parties in any way whatsoever. The Customer undertakes to maintain the confidentiality of its access codes to the Service and to take all necessary measures to prevent the communication of these codes which would enable third parties to access the Service unlawfully. The Service Provider reserves the right to ask the Customer, during the subscription period, to provide in writing, within thirty (30) days, any useful information on the Customer’s actual use of the Service in relation to the scope of the subscription. If it appears that the initial subscription perimeter does not comply with the Customer’s usage perimeter, the Service Provider may revise the subscription conditions in accordance with the pricing conditions in force at that time. If no agreement is reached on the new subscription conditions, the Service Provider may immediately suspend access to the Services and the performance of the associated services, and terminate the subscription automatically and with immediate effect.
ARTICLE 6: DURATION OF SUBSCRIPTION TO THE SOLUTION – ADVANCE NOTICE
The minimum duration of the subscription to the Solution taken out by the Customer with the Service Provider is twelve (12) months, renewable by tacit agreement, without the Service Provider having to give the Customer prior notice or send him a new order form. It is specified that the Customer may terminate the subscription to the Solution and not recommit to a new subscription period, by giving at least two (2) months’ notice prior to the date of tacit renewal, by sending a registered letter with acknowledgement of receipt to the Service Provider, informing it of its wish not to recommit to a new subscription period. If the trial period is not terminated within the period of seven (7) or thirty (30) days chosen by the Customer, as referred to in article 3 of these General Terms and Conditions, the Customer will automatically be deemed to have taken out a twelve (12) month subscription to the Solution. Notification of termination of the trial period may be made by registered letter with acknowledgement of receipt to the Company’s head office, or by e-mail to the following address: [email protected]. Any other form of notification made by the Customer that does not comply with this formality will not terminate the trial period that has been subscribed to.
ARTICLE 7: LIABILITY OF THE COMPANY – GUARANTEES
The Service Provider, subject only to an obligation of means, guarantees the performance of the Service in accordance with these General Terms and Conditions of Sale and Use, but does not guarantee that the performance of the Service will be free of all defects, anomalies or technical contingencies. The Service Provider shall not be liable for the nature or content of the files and data transmitted by the Customer, or for any use thereof. The information made available through the Service has been collected, aggregated, formatted and presented by the Service Provider and/or its suppliers on the basis of information provided by car and spare parts manufacturers. As a result, the Service Provider does not guarantee the completeness of the information provided to the Customer. All reasonable precautions have been taken to ensure the accuracy of the information collected, however neither the Service Provider nor its suppliers make any warranty, express or implied, as to the relevance, accuracy or completeness of the information. As the information is provided ‘as is’, the Customer is solely responsible for the choice of the Solution and, as a professional, for the choice, interpretation and use of the information made available by the Service Provider via the Web Site, as well as for the actions and advice that the Customer deduces therefrom as part of its professional practice. The Service Provider shall not be liable to the Customer or any Third Party for any unforeseeable or indirect, material or immaterial damage, such as loss of business, loss of profit or image or any other financial loss resulting from the Customer’s use or inability to use the service, or any loss or deterioration of information for which the Service Provider cannot be held liable. In any event, should the Service Provider be held liable for any reason whatsoever under this Agreement, its liability shall be limited to the amount actually paid to it by the Customer during the twelve months prior to the date of the damage.
ARTICLE 8: REVISION
These conditions expressly exclude the legal regime of unforeseeability provided for in Article 1195 of the Civil Code for all operations relating to the provision of Services to the Customer. The Service Provider and the Customer therefore each waive their right to rely on the provisions of Article 1195 of the French Civil Code and the unforeseeable circumstances regime provided for therein, and undertake to fulfil their obligations even if the contractual balance is upset by circumstances that were unforeseeable when the sale was concluded, even if their performance proves excessively onerous, and to bear all the economic and financial consequences thereof.
ARTICLE 9: FORCED PERFORMANCE IN KIND
In the event that either of the Parties fails to fulfil its obligations, the Party that is the victim of the default has the right to request the forced performance in kind of the obligations arising from the present contract. In accordance with the provisions of article 1221 of the French Civil Code, the creditor of the obligation may pursue this forced performance after a simple formal notice, sent to the debtor of the obligation by registered letter with acknowledgement of receipt which has remained unfruitful fifteen (15) days after its receipt, unless this proves impossible or if there is a manifest disproportion between its cost for the debtor, in good faith, and its interest for the creditor.
ARTICLE 10: FORCED EXECUTION IN KIND
The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations as described herein is due to force majeure, as defined in article 1218 of the French Civil Code.
ARTICLE 11: RESOLUTION
In the event of sufficiently serious non-performance of any of the obligations incumbent on the other Party, the Party that is the victim of the default may notify the Defaulting Party by registered letter with acknowledgement of receipt of the wrongful termination of the present contract, fifteen (15) days after receipt of a formal notice to perform that has remained unsuccessful, in application of the provisions of article 1224 of the Civil Code. In the event of early termination of this Agreement to the detriment of the Customer, for whatever reason, all sums remaining due by the Customer shall become immediately payable, without prejudice to any damages that may be due to the Service Provider.
ARTICLE 12: INTELLECTUAL PROPERTY – RIGHT OF USE
The content of the Website is the property of the Service Provider and its suppliers and partners and is protected by French and international intellectual property laws. Any total or partial reproduction of this content is strictly prohibited and may constitute an infringement of copyright. The Customer therefore undertakes not to reproduce or use the said studies, drawings, models and prototypes without the express prior written authorisation of the Service Provider and, where applicable, its suppliers and/or partners, who may make such authorisation conditional upon payment of a fee. The right to use the Solution granted to the Customer does not give the Customer the right to: permanently or temporarily reproduce the Solution, in whole or in part, by any means and in any form, including loading, displaying, executing or storing the Solution, modify and adapt the Solution and/or merge all or part of the Solution with other computer programs, compile, decompile, disassemble, translate, reverse engineer or attempt to do so, to transfer, sell, rent, grant user licences to third parties or distribute the Solution in any way whatsoever, including to companies in its group, to make any alteration, correction, arrangement, translation or modification of the Solution and to correct by itself any anomaly affecting the Solution, whatever it may be, the Service Provider reserving this right alone, in accordance with the terms and conditions hereof. The right to use the Solution is granted to the Customer for the duration of the subscription, as set out in article 6. This right of use concerns the Solution, in its executable version, as well as the associated user documentation. The Customer may use the Solution exclusively in the form of object codes, it being specified that the Service Provider reserves the sole right to modify the source codes in order to correct any defects and anomalies and/or to develop the Solution further. Given the nature of the subscription and the mutualisation of the Services, the Customer also has no access to the source codes of the Solution, including in the event of default by the Service Provider in the performance of its contractual obligations, which the Customer expressly accepts. The functionalities of the Solution, and in particular the functions for printing and/or downloading all or part of the data and information, may not be used by the Customer to infringe or misappropriate the Service Provider’s intellectual property rights. The Service Provider and/or its suppliers and partners, where applicable, retain all intellectual property rights relating to the Service, the Solution, the information and any other element appearing on the Website. The Customer only has the right to access and use these elements, within the framework and in accordance with these conditions. The Customer shall refrain from using the Service and the information for any purpose other than that expressly provided for herein, and shall refrain from distributing, publishing, selling or exchanging in any way whatsoever the content accessed and, more generally, from infringing, directly or indirectly, in any way whatsoever, the intellectual property rights of the Service Provider or its suppliers and partners. The Customer undertakes not to reconstitute or attempt to reconstitute, from the data, information and/or by means of the Service, a database intended to offer, directly or indirectly, free of charge or for consideration, the same service or a service comparable to the Service, to any persons whether or not third parties to his company, in particular with the aim of circumventing the number of accesses to the Service from which he benefits and/or with the aim of marketing this service. More generally, the Customer undertakes not to infringe the intellectual property rights held by the Service Provider or by its suppliers and partners in respect of the Service, the Solution and/or the information, or any other element appearing on the Website protected by intellectual property rights, including the trademarks and logos appearing on the Website. The Service Provider guarantees that it holds all intellectual property rights enabling it to enter into a contract with the Customer. In this respect, it guarantees that the Solution and the Services it undertakes to provide do not constitute an infringement of any pre-existing work of any kind whatsoever.
ARTICLE 13: PERSONAL DATA
13.1 Collection of personal data :
The personal data collected by the Service Provider on the Web Site or directly is as follows:
*Account opening: when the Customer creates an account, the Customer’s surname, first name, e-mail address and date of birth are recorded; *Connection: when the Customer connects to the Website, the Service Provider records the Customer’s surname, first name, connection data, usage data, location data and payment data; *Profile: the use of the services provided on the Site allows a profile to be filled in, which may include the registered office address, a postal address, an e-mail address and a telephone number; *Payment: as part of the payment for the products and services offered on the Site, the Service Provider records financial data relating to the Customer’s bank account or credit card; *Cookies: Cookies are used when using the Site. The Customer can deactivate cookies using their browser settings.
13.2 Use of personal data :
The purpose of the personal data collected from the Customer and users of the Solution is to provide and improve the Site’s services and to maintain a secure environment. More specifically, the uses are as follows: *Access to and use of the Site and the Solution by the Customer; *Management of the operation and optimisation of the Site;
*Organisation of the conditions of use of the payment services; *Verification, identification and authentication of the data transmitted by the Customer; *Personalisation of the Site’s services by displaying advertisements according to the Customer’s browsing history and preferences; *Prevention and detection of fraud, malware (malicious software) and management of security incidents; *Management of any disputes with Customers;
*Sending commercial and advertising information, according to the Customer’s preferences.
13.2 Sharing personal data with Third Parties :
Personal data may be shared with third-party companies in the following cases: *When the Customer uses payment services, for the implementation of these services, the Site has relations with third party banking and financial establishments with which it has concluded agreements; *When the Customer authorises the Site of a third party to access his/her data; *If the Site is involved in a merger, acquisition, transfer of assets or receivership, the Service Provider may be required to transfer or share all or part of its assets, including personal data. In this case, Customers will be informed before any personal data is transferred to a third party.
13.4 Security and confidentiality :
The Service Provider implements organisational, technical, software and physical digital security measures to protect personal data against alteration, destruction and unauthorised access. However, it should be noted that the Internet is not a completely secure environment and the Service Provider cannot guarantee the security of the transmission or storage of information on the Internet.
13.5 Enforcement of Customer rights :
Pursuant to the regulations applicable to personal data, Customers have the following rights
: *They may update or delete the data concerning them by logging into their account and configuring the parameters of this account. They may exercise their right of access to their personal data by writing to the following e-mail address: [email protected]. In this case, before exercising this right, the Service Provider may request proof of the Customer’s identity in order to verify its accuracy; *If the personal data held by the Service Provider is inaccurate, they may request that the information be updated, by writing to the following e-mail address: [email protected]. Customers may request the deletion of their personal data, in accordance with applicable data protection laws, by writing to the following e-mail address: [email protected].
13.6 Changes to this clause :
The Service Provider reserves the right to amend this privacy policy at any time. If a change is made to this privacy policy, the Service Provider undertakes to publish the new version on the Website. The Service Provider will also inform Customers of the change by e-mail at least fifteen (15) days before the effective date. If the Customer does not agree with the terms of the new wording of the personal data protection clause, the Customer may delete his/her account.
ARTICLE 14: APPLICABLE LAW – LANGUAGE
These terms and conditions and the transactions arising from them are governed by and subject to French law. These conditions are written in French. Should they be translated into one or more foreign languages, only the French text will be deemed authentic in the event of a dispute.
ARTICLE 15: DISPUTES – COMPETENT JURISDICTION
All disputes arising from the sale and supply of Services under these terms and conditions, concerning their validity, interpretation, performance, termination, consequences and consequences, which cannot be resolved between the Service Provider and the Customer, shall be referred to the Montpellier Commercial Court.
ARTICLE 16: CLIENT ACCEPTANCE
These General Terms and Conditions of Sale and Use are expressly agreed and accepted by the Customer, who declares and acknowledges that they are fully aware of them, and thereby waives the right to rely on any contradictory document, in particular its own general terms and conditions of purchase, which shall not be binding on the Service Provider, even if it has been made aware of them.