Last Update : 06/12/2023

These General Terms and Conditions of Sale (“the Conditions”) govern any offer made by KEYNEO or any order or contract between KEYNEO and the concerned client (“the Client”) relating to the supply by KEYNEO of Saas licenses (including hosting) for KeyBUILD New Retail platform solutions and associated services (configuration, integration, specific developments, training, third-party application maintenance, etc.) (“the Service(s)”). A contract in force between the parties, or an offer, estimate, or purchase order accepted by the Client from KEYNEO, will hereinafter be referred to as “the Contract”. When the Conditions form part of the Contract, they exclude all stipulations or conditions of any kind that have not been agreed in writing between KEYNEO and the Client. In the event that the Contract contains provisions that are incompatible or contradictory with the Conditions, these provisions shall prevail over the Conditions. In the absence of a contract, the conditions will prevail.

PREAMBLE

KEYNEO publishes, markets, integrates, and maintains the omnichannel KeyBUILD platform dedicated to next-generation retail for brands and retailers. This platform consists of packaged solutions: KeyPOS (checkout), KeyOMS (Order Management System), KeySTOCKS (store stock management), KeyVENDOR (connected seller application), KeyMEET (appointment scheduling), and modules (administration, product catalog, stocks, orders, transactions, customers, loyalty, and commercial operations). The platform is modular, customizable, and accessible in SAAS mode.

1- PRICES

The prices indicated in the Contract or purchase order are established based on all related conditions. In particular, and without limiting the generality of the foregoing, it is understood that:

– the server license price will depend on the size or volume of interactions

– the store license price will depend on the number of organizations or users or may be a commission-based usage

– the license price includes access to the solution or module, its hosting, and its maintenance in operational conditions. It does not include TMA.

the prices of licenses and associated services apply to the subscribed solution or modules. Any evolution or new solution or module desired will result in a new quote based on the conditions and pricing in effect at the time of subscription.

the prices of services, licenses, maintenance, and TMA will automatically be indexed each year based on the Syntec index or equivalent

– all taxes, duties, and fiscal levies on or outside French territory and related to the Contract, whether applicable at the time of Contract signing or subsequently introduced, will be borne and paid by the Client in addition to the Contract price,

– travel expenses are invoiced in addition to the Contract price.

2- PAYMENT TERMS

Unless otherwise specified in the Contract, the currency for accounting, billing, and payment under the Contract will be the euro.

The total price of the Contract will be invoiced to the Client as follows, unless otherwise provided for in the contract, estimate, or order:

For services related to project setup (configuration, integration, testing and acceptance, project management, deployment, training):

– Thirty percent (30%) of the total setup price, as an advance payment, as a condition for the Contract to enter into force;

– the balance according to the payment schedule specified in the Contract or in KEYNEO’s commercial proposal or estimate.

For SAAS license services:

• For the server license, annually upon ordering, then on the anniversary date of renewal

• For organization-based licenses (store, etc.), upon each organization’s opening on the server and on the anniversary date, for one year

If applicable, for maintenance or Third-Party Application Maintenance (TMA) services, depending on the cases for a lump sum amount at the end of the warranty (20% of setup costs), or through an annual envelope or on a monthly basis based on time spent. If the Client has not subscribed to it, they will not benefit from third-party application maintenance.

Unless otherwise specified in the Contract, payment of the total price of the Contract will be made by bank transfer to the account whose details will be provided by KEYNEO to the Client.

The prices indicated in the Contract will be payable 30 days following the invoicing date.

3- SERVICE COMPLIANCE AND ACCEPTANCE BY THE CLIENT

The service will be inspected and subjected to KEYNEO’s standard tests.

In cases where the service must be received, this reception must be characterized by a reception report drawn up jointly between the Parties In the event of the Client’s absence during the reception operations or in the absence of the Client’s signature on the reception report, not justified within 5 working days from the end of the reception operations, KEYNEO will be entitled to sign the report alone, which will then have the same value as if it had been signed by both parties.

Any claims regarding the conformity of the service to the contractual specifications must be made by the Client at the time of the service’s reception.

In the event of reservations made during the reception, KEYNEO will take the necessary actions to lift these reservations as soon as possible and will notify the Client of the completion of the service execution. The Client’s failure to respond within 10 working days after being notified by the Service Provider of the service execution will constitute a decision to lift the reservations and accept the service.

4- PLACE OF SERVICE EXECUTION

In general, associated service provisions are carried out by KEYNEO’s teams (or its subcontractors) at KEYNEO’s premises or remotely.

If the Contract provides for the provision of services by KEYNEO on the Client’s site, the latter shall, at its expense, prepare the site in due time in accordance with the technical requirements of the Contract; and make available to KEYNEO on-site all necessary means (labor, tools, offices, etc.) required for the service’s execution.

5- LIABILITY

KEYNEO shall be liable to the Client for damages resulting directly from the performance, improper performance, or non-performance of its obligations, it being understood that in any event, the cumulative total of damages that may be due by KEYNEO under the Contract shall not exceed the total amount excluding taxes of the Contract, actually paid by the client on the date of the claim. KEYNEO’s liability cannot in any case be engaged to repair indirect damages such as loss of income or productivity, loss of profit, damage to the brand image, erroneous data or content, loss of data, even if KEYNEO has been informed of the possibility of such damages.

6- FORCE MAJEURE

KEYNEO shall not be liable to the Client if it cannot perform its obligations under the Contract due to the occurrence of an event beyond its reasonable control, due to a delay in the Client’s obligations (deliverables, inputs, validation deadlines, etc.) or due to acts or omissions attributable to the Client. In this case, the schedule will be automatically extended by the number of days necessary to overcome the force majeure. The execution of the Contract shall be resumed as soon as possible after the cessation of the force majeure. If the effects of the force majeure last for more than three (3) months, KEYNEO shall have the right to terminate the Contract.

7 – INTELLECTUAL PROPERTY RIGHTS

Except for design data and documents originating from the Client which are and remain its property, all industrial and/or intellectual property rights relating to the licenses, modules, and components issued by KEYNEO and associated services (configuration, integration, specific developments) will, subject to third-party rights, remain the exclusive property of KEYNEO. Thus, it is expressly understood that KEYNEO remains the full owner of the licenses, modules, components, and associated configuration, integration, or specific developments services, the know-how, and methodologies implemented for the provision of services, which it reserves the right to reuse, including for the benefit of other clients, in compliance with its confidentiality obligation.

8 – EFFECTIVE DATE AND DURATION OF THE CONTRACT

The effective date of the Contract shall be the date of signing the purchase order, or the date of approval or, failing that, the date of the start of services provision or the opening of the client’s instance on the server.

The contract is concluded for a minimum period of 3 years, renewable for an automatic period of 3 additional years, unless terminated by either party by registered letter at least 6 months before its expiry date.

9- TERMINATION

Either party may terminate the Contract, automatically and without further formality, by written notification to the other party with immediate effect, if the other party seriously breaches its obligations under the Contract and does not remedy such breach within sixty (60) days after initial written notice from the complaining party. In this case, the termination of the Contract shall be without prejudice to any claims that each of the Parties may have against the other party regarding the Contract and/or its termination. In this case, in the event of cancellation or termination of the contract by the client, any started service will be fully due.

In the event of early termination by the Client for any other reason, the CLIENT shall owe KEYNEO a fixed and lump-sum indemnity equivalent to 2 years of licenses (server and store, or commissions).

10- CONFIDENTIALITY

Each Party undertakes not to disclose to third parties, in any way whatsoever, all or part of the documents, data, and information of the other Party to which it may have had access in connection with the Contract. This confidentiality obligation shall remain valid for five (5) years beyond the date of the end of the Contract or its termination.

11- COMMUNICATION

Throughout the duration of the contract, the client authorizes KEYNEO to reference its commercial relationship with it, as well as to communicate on the nature of the services or licenses, on all its physical or digital communication sites or media. This includes the publication of CLIENT cases. In case of a desire to publish testimonials involving the CLIENT’s name or its personnel, KEYNEO must obtain prior validation from the CLIENT.

12- NON-SOLLICITATION OF PERSONEL

The Client (as well as any entity in the group to which it belongs) undertakes, during the validity period of the Contract, not to directly or indirectly employ or offer to employ, under any circumstances and in any capacity, one or more members of KEYNEO’s personnel involved in the execution of the Contract. In the event of non-compliance with this clause, the Client shall pay KEYNEO a fixed compensation equal to twelve (12) times the last gross monthly salary of the member(s) of the personnel concerned.

13- SUBCONTRACTING

KEYNEO reserves the right to subcontract all or part of the services, especially the hosting services of its platform. In this case, KEYNEO will remain responsible for the proper performance of the services vis-à-vis the client.

14- APPLICABLE LAW AND DISPUTE RESOLUTION

The Contract shall be governed by French law. Disputes, controversies, or claims arising out of or in connection with this contract will be submitted to mediation in accordance with the CMAP mediation rules to which the Parties declare to adhere. In case of failure of mediation within a period not exceeding two months (unless extended by mutual agreement by the parties) from the occurrence of the dispute, controversy, or claim, they shall be brought before the Lille Commercial Court.