General conditions of sale
The general conditions of sale below describes the rights and obligations that our company and customers have when purchasing a Kaligo solution.
Any order entails the express Customer’s acceptance without any reserve of the present General terms of sale . The present General terms of sale are an integral part Contracts between the Customer and LEARN AND GO. There are completed by the General Conditions of Maintenances.
1.1 Any order of Products or Services is packaged in the conclusion of an Order form by the Parts; the Order form is firm and irrevocable. Any Order form includes the whole customer’s acceptance without any reserve of the General Conditions.
1.2 Every order form has to make a reference to the present General Conditions and its validity is conditioned in its comprehensiveness, in its acceptance and in its signature by the parties.
DELIVERY OF PRODUCTS
2.1 The methods of delivery and/or provision of products, objects of the order form and the corresponding financial conditions are stipulated in the order form. The delivery is worth recipet of products or services. The delivery deadlines, in particular those dependent on equipment manufacturers, are supplied to inform customers. The missed deadlines cannot engage the responsibility of LEARN AND GO, or entail the cancellation of the Order form. No product return is accepted except with the prior written consent from LEARN AND GO.
All returned Product has to be in the state where LEARN AND GO delivered this one. Failing that, the returned product will not be accepted. The delivery expenses and the return are chargeable to the Customer. merchandise shall travel at the purchaser’s risk, with that party being responsible verify the quality and the number and to emit, if it is necessary, any reserve on the delivery slip. In case of delay, of damage, of missing Product or of non-compliance with the Order form, the Customer makes a commitment to indicate his complaints to the carrier and to LEARN AND GO, by mail with return receipt , within the three (3) days following the delivery.
2.2 LEARN AND GO remains the one and only sold up equipment owner until the complete payment of the price stipulated in the Order form. However, the Customer will accept any risks of loss, damage, destruction, responsibilities or damage of all kinds on the delivered Products which it will be up to him(her) to insure as from their delivery date to the disaster day. Insurance policies will have to stipulate that the subscriber acts both for its account and for the owner and of insuring the payment of any allowance between his/her hands.
3.1 The Customer makes a commitment to respect the conditions, the precautions and the advice of use of the Materials, the Software and/or the managed Service Information object of his order. The Customer can have a substantial obligation of caution for the use of the Software, the Material and/or the Service in the Healthcare sector, considering the relative reliability of the computing tools, in particular in their performance of the received data, produced, posted by the Software.
3.2. The Customer makes the commitment to take all the measures necessary for the protection of his information system and his data. In particular, the Customer is solely responsible for the saving of the data that he processes. Besides the Customer makes a commitment, in conformance with his collaboration obligation, to keep a complete record of its data available to LEARN AND GO, before any intervention of this one.
3.3 The Software is set and used under the exclusive customer’s direction, the control and the responsibility.
3.4 The Customer declares to be conscious that the implementation of an IT solution requires an adaptation of the functioning ways of the company, the implementation of internal procedures, the motivation, the adequacy of the skill level of the collaborators and the organization of follow up procedures.
3.5 The Customer well declares to know Internet, his characteristics and his limits, and recognizes in particular that: data transmissions on the Internet benefit only from a relative technical reliability, servers can be inaccessible from certain internet spot while these waiters(servers) are perfectly operational and accessible from other internet spot. In spite of the protections existing and operated by LEARN AND GO, the data circulating on internet can be subject to diversions. The data or any information communication is made by the Customer at his/her own risk.
In spite of the modes of protection existing and implemented by LEARN AND GO, the data circulating on the Internet, can be the object of possible diversions, and the data, more generally any information, is made by the Customer at his/her own risk. The Internet network is a cooperation of multiple data networks.
There isn’t any Central Administration. Certain data networks can refuse to communicate with certain computers or organizations judged by them as dangerous or not respectful used rules on the Internet.
4.1. Licensed Rights The grant to the Customer to a personal, not exclusive, not transferable right of use of software object of the Order Form is subject to the perfect payment of the price stipulated in the Order form. This grant is in accordance with the terms and the conditions of the License agreement relative to it. This licence agreement can be included in the software in an electronic version. In case of contradiction between the present terms and the Licence agreement, the Licence agreement prevails over this terms. In a general the License is agreed by the Customer, under reserve, in particular that the Software is used on the Authorized Site, by the Users and according to the type of License stipulated in the Order form, within the limits of the Number of Authorized Users or the Number of Authorized Posts and/or for the Site Authorized and it is true in the Environment, for the only needs for the activity of the Customer and the duration, such as define in the Order form, according to the License agreement, to the Documentation and to its destination.
4.2. The Customer is authorized to print the Documentation in the only purposes to use the Software. On the other hand, the Customer is not allowed to : distribute the Documentation to third parts; to return the accessible Documentation by the internet whatever way it is; realize works diverted from the Documentation.
4.3. The Software can contain one or several software, bookshops, files, or other objects belonging to third parts, LEARN AND GO grants to the Customer a right of use on based on the rights given to him by the holders.
5.1.The Customer pay amounts defined in the Order form, any contractual period is firm and the due amounts is irrevocable. Prices stipulated in the Order form are exclusive of tax, firm and definitive. Any additional order will be submitted to the then current rates, being specified that the LEARN AND GO prices list are kept at the disposal of the Customer who can ask for communication at any time, in particular to know the conditions and the current price. LEARN AND go can possibly grant reductions, they will be clearly indicated in the order form.
5.2. Invoicing and terms of payment
Every Amounts paid to LEARN AND GO are firm and not refundable.The rights and the taxes are the ones applicable in the day of the invoicing and are added to prices excluding tax. The LEARN AND GO invoices are payable net and without discount, upon receipt of the invoice, by transfer or bank check. Except with a express and prior authorization of LEARN AND GO, the Customer cannot make any deduction and cannot retain any sum by compensation or other ways. Any amount paid to LEARN AND GO is firm and not refundable. The rights and the taxes are the ones applicable.
5.3. Incident of paiement
Except in case of an adjournment requested by customer and agreed in writting by Learn and Go, any non payment after the due date will entail :the application of interest for late payment interest equal to three (3) timethe current legal interest rate, the payment of a compensation of 40 euro for recovery costs, the forfeiture of every term debt and their immediate payability. In spite of any opposite condition
LEARN&GO is entitled to to suspend the access to the Maintenance and/or the Services, in case of non-payment. This suspension cannot be considered as a LEARN &GO breach a contractual obligation, and LEARN &GO remains able to to cancel the Contract under the article 14.2 of the present terms and to benefit from damages and interests, it can pretend.
6.1 The acquisition of a Software operates none ownership transfer on the Software which remains the exclusive property of LEARN AND GI and/or her licensers.
The Customer is not authorized to reproduce, to broadcast, to translate, to adapt, to represent documents supplied by LEARN AND GO, or to create it derived works or to make them accessible to third parties, in any way and whatever support it, without the express and preliminary agreement of LEARN AND go.
6.3 In return of the perfect payment of the Services price, LEARN AND go grants to the Customer a personal and not exclusive use license of the works resulting from Services, for the Authorized Site and for a period of intellectual property rights relative to it. The Customer guarantees to be the owner of all the intellectual property rights relative to the elements that he could bring to LEARN AND GO and he grants a use license to LEARN&GO for the purposes of the realization of the Services. In particular, the Customer guarantees that he owns all the rights necessary for giving the access to LEARN AND GO to databases within the framework of the LEARN&GO services. Failing that, the Customer will be responsible of all the consequences which can ensue from the said Services price. Failing that, the Customer will take under his/her responsibility all the consequences which can ensue from the provision these elements and will guarantee LEARN AND go against any recourse relative to it.
In case of breach by one of the Parts, not repaired within thirty (30) days from the reception, the other Part can notify the termination of the Contract by registered letter with recorded delivery, and without prejudice to the damages due. LEARN AND GO can cancel the Contract without advance notice and on simple notification, only in case of illicit use of the Software, Materials or Services. All the hypotheses of termination entail the immediate playability of all the invoices emitted by LEARN AND GO and don’t entail a repayment.
In spite of what precedes, LEARN AND GO remains entitled to cancel the Contract without any advance notice and on simple notification, in cases of an illicit use of the Software, or/and of an illicit use of equipments or of services or because of an order from a competent jurisdiction. All the hypotheses of termination entail the immediate payability of all the invoices emitted by LEARN AND GO and don’t permit any repayment from LEARN&GO.
The area and the modalities of the customers’ guarantee are defined in the General Conditions of Maintenance.
7.1 The customer recognize that LEARN AND GO duly filled its precontractual obligations of advice and that for the whole contract LEARN AND GO is only bound within an obligation of means.
7.2 In case of responsibility of LEARN AND GO, for any cause whatsoever, only direct damages could entail a reparation. This reparation is subjected to the existence of a causal link, established by the customer, between the prejudice and the proof a LEARN AND GO breach. Every indirect, consecutive or secondary damages, in particular in case of interruption of the Software functioning and/or of the Service, the loss of data and/or files and/or programs, commercial damage, loss of clientele, loss of brand image, or ay commercial disorder undergone by the customer and/or his users, and/or a third part cannot entail a reparation for the customer benefit.
7.3. Any action for damages against LEARN AND GO in connection with the Agreement will be time-barred twelve (12) months after the event that generated that claim.
8.1 LEARN AND go takes any useful precautions to protect the personal data privacy of the Customer. In this respect, LEARN AND go respects the French law n°78-17 stipulations in its current version. The personal data are collected for the purposes of identification, of management and of good realization of the object of the Contract.The Customer has a right of access and rectification of his personal information. The Customer benefits an opposition right , for justifiable motives, for the processing of his personal data. Any request of the access, the rectification
or the opposition rights can be sent to LEARN AND GO.
8.2 The Customer is solely responsible for data that he processes or keeps and makes a commitment to make any declarations or necessary authorization requests with the competent authorities.
9.1 The Customer refrains to sell, to bring or to transfer in any form whatsoever, totally or partially, for a fee or for free, the Contract or any of his rights and duties to a third, without the express authorization and the prerequisite of LEARN AND GO. If such an authorization is given, the Contract will connect automatically the successor or the legal successor of the concerned Part. In any case, the Customer will remain a guarantee towards LEARN AND GO of his commitments until the date of transfer. LEARN & GO is free to sell, to bring or to transfer its contractual rights and duties to any third(third party) of its choice, Subject to informing the Customer about it, and under the condition that the transferee, as a contracting party of the customer, makes the commitment to respect the contract terms and conditions.
9.2. The Customer accepts that files, data, messages, computerized registers and the data of connection, recorded in the computer system of LEARN AND GO, are admitted as modes of proof within the framework of the Contract.
9.3 Force majeure: In case of emergence of a force majeure case, the concerned part will notify it to the other Part by a letter with recorded delivery within twenty four (24) hours as from the emergence of the constituent event of force majeure. “Force majeure” is defined as the French jurisprudence does. At first, the case of force majeure will suspend the execution of the Contract – excepted the Customer payment obligation wish remains completely applicable – without this one is cancelled. As soon as the effect of hindrance due to the force majeure stops, the contractual obligations start again. However, if a case of force majeure prevented the execution of the Contract during a duration superior to forty five (45) days, each party would be free to ask for the termination of the Contract, without advance notice and without compensation on both sides, by simple registered letter with recorded delivery.