The express and irrevocable acceptance of these general terms and conditions of service results from:
The Client expressly acknowledges having read all the general terms and conditions. The Contract constitutes the entire agreement between the Parties. It replaces and prevails over any prior commitment between the Parties, as well as any other conditions, including the Client's general purchasing conditions.
Yamana RSE reserves the right to modify these general terms and conditions at any time. These modifications will only apply to contracts concluded after the modification of the general terms and conditions. The Client is invited to read the current general terms and conditions before validating their order.
The Client accepts the GTCU by checking the dedicated box when creating their Account and/or by signing a Quote incorporating them by reference.
Subject to the Client's compliance with its obligations under the Contract, Yamana RSE grants the Client a personal, non-exclusive, non-transferable, and non-assignable license to use the Software and Services for its internal needs and for generating reports for its end clients, for the duration of the Contract and worldwide.
The Client is authorized to connect its ERP RSE module to licenses of the Software acquired by its end clients from Yamana RSE, provided each end client has a valid and active license.
The Client is strictly prohibited from any reproduction, adaptation, modification, translation, arrangement, distribution, decompilation, or any other attempt to access the source code of the Services and/or Platform, except as expressly permitted by applicable law. This prohibition extends to any use not expressly authorized by this Contract.
The information required for User registration is: email, password, first name, and last name.
The User may optionally provide a profile photo.
The User can only access paid offers through the Client to which they are attached, as specified in the Quote. Without a paid subscription, access is limited to the free offer, as defined in Article 6.4.
The company account is created by the User as follows:
If the company does not have an account in the Software, the User, as an employee of the Client, fills out a form requesting:
Yamana RSE reserves the right to refuse a Client account creation request if the information provided does not allow verification of the Client's or User's existence and involvement in the company. In such cases, Yamana RSE will provide a response explaining the incomplete or incorrect information. The User may resubmit a registration request, subject to Yamana RSE's processing times.
If the company already has an account, the User must wait for an invitation from the Client Administrator.
If the User still requests to create a company that already has an account, it will be refused. Yamana RSE reserves the right to manage the system on a case-by-case basis to address potential human errors (forgotten password, two-factor authentication issues).
Services are subscribed for one year unless otherwise specified in the special conditions, starting from the effective date indicated therein.
Unless otherwise stated, at the end of the initial period, the subscription will be automatically renewed for successive periods of the same duration, unless terminated by either Party at least sixty (60) days before the current term, by any written means allowing acknowledgment of receipt (including email or contractual platform).
In case of early termination by the Client, except in the event of serious breach by Yamana RSE, all amounts due for the current period remain payable and are non-refundable.
The prices of the Services are those in force on the day of the order, as indicated in the Quote. They are expressed in euros and are exclusive of taxes. The prices are firm and non-revisable during their period of validity as indicated in the Quote, the Client being informed that beyond this period of validity, the prices in force on the day of the order will be applied.
Any order placed implies the Client's full and complete adherence to the prices and descriptions of the Services available for sale.
For any Service that would be subject to a rate change, the Client will be informed by any useful means at least 1 month before the entry into force of the new rate.
Invoices are payable within 30 days of their issue date, unless otherwise specified in the Quote.
In the event of late payment, Yamana RSE reserves the right to suspend access to the Services until full payment of the sums due, without prejudice to any other action that Yamana RSE may take in this respect.
The free offer is limited to the functionalities described in the Quote and does not include any support or maintenance services.
Yamana RSE reserves the right to modify or terminate the free offer at any time, without prior notice.
In the event of early termination by the Client, except in the event of serious breach by Yamana RSE, all amounts due for the current period remain payable and are non-refundable.
All intellectual property rights related to the Software and Services, including but not limited to copyrights, trademarks, and trade secrets, are the exclusive property of Yamana RSE. The Client acknowledges that it does not acquire any ownership rights in the Software or Services.
The Client agrees not to reverse engineer, decompile, or disassemble the Software, or attempt to derive the source code of the Software, except as expressly permitted by applicable law.
Each Party agrees to keep confidential any information received from the other Party that is marked as confidential or that, by its nature, should be considered confidential. This obligation of confidentiality shall survive the termination of the Contract for a period of five (5) years.
The Client shall not disclose any confidential information to any third party without the prior written consent of Yamana RSE.
Yamana RSE shall process the Client's personal data in accordance with applicable data protection laws and its privacy policy, which is available on the Site.
The Client shall ensure that it has the necessary consents and legal bases to provide any personal data to Yamana RSE.
Yamana RSE shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) the use or inability to use the Services; (b) any unauthorized access to or use of the Services; or (c) any other matter relating to the Services.
In no event shall Yamana RSE's total liability to the Client for all claims related to the Services exceed the amount paid by the Client to Yamana RSE in the twelve (12) months preceding the event giving rise to the liability.
The Client agrees to indemnify, defend, and hold harmless Yamana RSE, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with the Client's access to or use of the Services, or the Client's violation of these Terms.
Neither Party shall be liable for any failure or delay in performance under the Contract due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
Either Party may terminate the Contract with immediate effect by written notice if the other Party commits a material breach of the Contract and fails to remedy such breach within thirty (30) days of receiving written notice of the breach.
Upon termination of the Contract, the Client shall cease all use of the Services and return or destroy any confidential information received from Yamana RSE.
The Contract shall be governed by and construed in accordance with the laws of France, without regard to its conflict of law principles.
Any dispute arising out of or in connection with the Contract shall be subject to the exclusive jurisdiction of the courts of Lille, France.
The Contract constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and negotiations, whether written or oral, relating to the subject matter of the Contract.
No amendment to the Contract shall be effective unless it is in writing and signed by both Parties.
If any provision of the Contract is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
The failure of either Party to enforce any right or provision of the Contract shall not constitute a waiver of such right or provision.
The Client may not assign or transfer the Contract without the prior written consent of Yamana RSE. Yamana RSE may assign the Contract without the Client's consent.
All notices required or permitted under the Contract shall be in writing and shall be deemed to have been given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the addresses specified in the Contract.
For any questions regarding these Terms, please contact Yamana RSE at the following address: 88 RUE SAINT-LUC 59800 LILLE, or via email at [email protected].
Any dispute arising out of or in connection with the Contract shall be resolved through negotiation. If the dispute cannot be resolved through negotiation, it shall be submitted to mediation. If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the International Chamber of Commerce (ICC).
Any provision of the Contract that, by its nature, should survive termination of the Contract shall remain in effect after the termination of the Contract.
The headings in the Contract are for convenience only and shall not affect the interpretation of the Contract.
The Contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
The Parties agree that electronic signatures shall be deemed valid and binding for all purposes under the Contract.