General terms and conditions of sale

1. Scope

These general terms and conditions of sale (GTC) govern the sales and services of UNITICE SAS, with a share capital of 1 000 €, SIREN 894 330 760, RCS Lyon, whose registered office is Immeuble Silex, 9-13 rue des Cuirassiers, 69003 Lyon (“UNITICE”).

They are intended exclusively for professionals. By placing an order, the customer declares that they are acting for the needs of their professional activity.

The accepted quote and its special conditions prevail over the general terms and conditions of sale. The general terms and conditions of sale prevail over the customer's conditions of purchase, whatever their content. Resellers, franchisors and partner software publishers are also bound by their partnership contract.

The applicable version is that in force on the date the quote is accepted. The fact that UNITICE does not rely on a clause does not constitute a waiver of the right to rely on it later.

2. Account opening and orders

Every order results from a quote accepted in writing, by handwritten or electronic signature, or from an order confirmed online. No order is taken by phone or verbally. The customer may rely only on information confirmed in writing by UNITICE.

Before accepting an order, UNITICE may request a Kbis extract, a bank details statement and a direct debit mandate. It may refuse the order of a customer with whom a payment incident is ongoing or has already occurred, or require payment on order.

The unavailability of an item of hardware, through shortage or end of manufacture, does not entail cancellation of the rest of the order. UNITICE then offers equivalent hardware.

3. No right of withdrawal

As UNITICE sales and services are concluded between professionals, the right of withdrawal provided for by the Consumer Code does not apply.

By exception, a professional employing five employees at most, who concludes off-premises a contract outside the scope of their main activity, has a 14-day withdrawal period (Consumer Code, article L. 221-3). In that case:

• if the customer asks for the service to start before the end of the period and then withdraws, the customer pays for the share of the service already provided (article L. 221-25);
• the right of withdrawal does not apply to a service fully performed before the end of the period with the customer's agreement, nor to hardware configured to the customer's specifications (article L. 221-28).

4. Cancellation and changes

An accepted order is firm. It can be cancelled or changed only with UNITICE's written agreement.

If a cancellation is accepted, the sums committed remain due: hardware ordered or configured, services already performed, travel costs. The deposit paid is retained by UNITICE up to the amount due. If the hardware has already been shipped, the sale is formed and its price is due.

5. Prices

The prices are those of the quote, in euros exclusive of tax, increased by VAT at the rate in force. A quote is valid for the period it states. Delivery, travel and installation costs are invoiced in addition, unless the quote states otherwise. How quotes work is described on the pricing page.

The price of a subscription may change. UNITICE informs the customer in writing at least 30 days beforehand. The customer may then terminate their subscription before the new price comes into force.

Services billed directly by a partner follow that partner's prices and conditions (article 12).

6. Payment and late payment

Invoices are payable on the due date they state, by the means provided in the quote. Subscriptions are payable in advance, according to the periodicity of the quote. No discount is granted for early payment.

Any late payment gives rise as of right, without a prior reminder (Code de commerce, articles L. 441-10 et D. 441-5):

• late-payment penalties at the European Central Bank rate plus 10 points;
• a fixed indemnity of 40 € for recovery costs, and reimbursement of additional costs against receipts;
• immediate payability of all sums due, including those not yet due;
• payment in full, before dispatch or intervention, of orders in progress.

Any payment not met on its due date, including a rejected direct debit, leads to suspension of access to the software and of services in progress, without notice or compensation for the customer (Code civil, article 1219). The customer's data is kept during the suspension. The service resumes as soon as the amounts due are paid in full.

The customer may neither suspend their payments nor apply a set-off, on the grounds of an alleged defect in the hardware or the software.

7. Retention of title

The hardware remains the property of UNITICE until full payment of its price, in principal and accessories (Civil Code, articles 2367 and those following). Before that payment, the customer may neither resell it nor give it in pledge.

If payment is not made when due, UNITICE may take the hardware back, at the customer's expense. Deposits paid remain with UNITICE as compensation for use of the hardware.

Retention of title does not prevent the transfer of the risks provided for in article 8.

8. Delivery and transfer of risks

The hardware is delivered to the address stated in the quote. Delivery times are indicative and assume that the customer is up to date with their payments. A delay gives a right neither to cancellation nor to compensation, except with UNITICE's written agreement.

The risks of loss, theft or deterioration pass to the customer on delivery. The customer is invited to insure the hardware from that moment.

On receipt, the customer checks the hardware. In the event of damage or a missing item, the customer writes specific reservations on the carrier's delivery note, confirms them to the carrier by registered letter within 3 days (Commercial Code, article L. 133-3) and informs UNITICE within the same time. Otherwise, the hardware is deemed delivered in conformity.

Outside mainland France, the customer completes the customs formalities and bears the corresponding duties, taxes and bank charges.

9. Installation and commissioning

When the quote includes an installation, the customer prepares the premises before the visit: power supply, network and internet access, access to the premises, accounts opened with the required providers, including payment. A visit made unnecessary by the lack of these prerequisites is charged.

Commissioning is recorded in a formal report or, failing that, by the first use in operation. It constitutes acceptance of the installation services.

10. Software subscription

The subscription gives the customer a right to use the UNITICE software, non-exclusive and non-assignable, for the term of the subscription and within the limits of the quote: number of sites, stations and functions. The software is supplied online, with no transfer of ownership.

The subscription term is set in the quote. Failing that, the subscription is monthly, tacitly renewed, and terminable in writing with one month's notice before the due date.

UNITICE hosts the software and the data in Europe, backs them up every night and uses its best efforts to ensure service availability, under an obligation of means. Maintenance is announced in advance when possible. Updates are included in the subscription.

The customer is responsible for their identifiers and for the access they give their staff. They undertake not to copy, decompile or resell the software, except under a partnership contract.

11. Hardware warranties

New hardware has the benefit of its manufacturer's warranty, for the period stated in the quote or in the manufacturer's documentation. UNITICE provides the link with the manufacturer: receipt of the defective hardware and return of the repaired or replaced hardware. Reconditioned hardware is warranted for the period stated in the quote. The statutory warranty against latent defects applies within the limits accepted between professionals (Civil Code, articles 1641 and those following).

The warranty consists, at the manufacturer's or UNITICE's choice, in repair or replacement of the hardware. It does not extend its term. It excludes damage caused by:

• use that does not follow the documentation, or an installation or a modification not authorised by UNITICE;
• an external cause: impact, fall, liquid, lightning, power surge, fire;
• a lack of maintenance or poor environmental conditions;
• the intervention of a third party not approved by UNITICE;
• insufficient packaging on a return.

Before any return, the customer contacts UNITICE support, which helps them diagnose the fault. The hardware is returned with a description of the fault and the invoice reference. Hardware found not defective after examination is sent back at the customer's expense, with the diagnosis invoiced. An out-of-warranty repair is subject to a prior quote.

12. Partners and third-party services

Some services are provided by UNITICE partners: payment providers and banks, hardware manufacturers, third parties for fiscal processing, carriers, publishers of integrated software. These services are subject to each partner's own terms and conditions, which the customer accepts directly with that partner, in particular the card payment acceptance agreement.

UNITICE remains the customer's contact for coordinating these services. It is not liable for their performance by the partner, nor for a change to their terms or their pricing.

13. Customer data

The customer remains the owner of the data they enter in the software. For the personal data of their own customers and employees, UNITICE acts as a processor, on their instructions (GDPR, article 28). The data is hosted in Europe and is not transmitted to any third party, except to the partners necessary for the service or where a legal obligation so requires.

Checkout fiscal data is retained for the period required by law, including after the end of the subscription. At the end of the subscription, the customer may request the export of their data.

The processing of data of visitors to the site is described on the privacy page.

14. Liability

UNITICE is bound by an obligation of means. The customer is responsible for how they use the software and the hardware, for their settings, in particular VAT rates, and for meeting their own fiscal and legal obligations.

Like any hardware and any software, whatever its type, the service may become unavailable, for any reason. The customer declares that they have planned their own business continuity procedure, which lets them continue operating during an outage. An outage of the service gives no right to compensation. UNITICE restores the service as soon as possible.

UNITICE is not liable for indirect damages, such as a loss of turnover, customers or business, nor for failures of telecommunications networks, internet access or the customer's hardware. For any other damage, its total liability, all causes combined, is limited to the sums paid by the customer for the service concerned during the 3 months preceding the event giving rise to the claim.

These limits do not apply in the event of gross negligence or wilful misconduct.

15. Force majeure

Neither party is liable for a breach caused by a force majeure event (Civil Code, article 1218), such as a natural disaster, a general network outage, an external strike, a decision by the authorities or a break in supply from manufacturers. Obligations are suspended for its duration. If the event lasts more than 3 months, either party may terminate the contract by registered letter, without compensation.

16. Intellectual property and confidentiality

The UNITICE software, its documentation and the UNITICE brand remain the exclusive property of UNITICE. Third-party software remains the property of its software publishers and follows their licence terms.

Each party keeps confidential the other party's information obtained in connection with the contract, during its term and after it ends.

17. Termination for breach

If a party seriously breaches its obligations, in particular by failing to pay, the other party may terminate the contract 15 days after a formal notice sent by registered letter has had no effect, without prejudice to any damages it may claim. Sums due on the termination date remain payable.

18. Governing law and disputes

These general terms and conditions of sale and the contracts they govern are subject to French law. The parties first seek an amicable solution.

Otherwise, any dispute falls under the exclusive jurisdiction of the Lyon commercial court, including in the case of interim proceedings, a claim for indemnity or multiple defendants.

Write to UNITICE