User licence contract

Document updated on 10/05/2019

Please read this contract carefully. By using all or part of the USERLOCK and FILEAUDIT IT solutions published by the company IS DECISIONS, you accept without reserves all provisions of this contract. Any reproduction of this document is forbidden.

1. Definitions

Each of the expressions listed below, whether in the singular or plural, shall have the following meaning in this contract:

  • Anomaly: means any defect, non-compliance with the specifications or incident concerning all or part of an IT Solution.
  • Special Conditions: mean the quote, the commercial proposal or the order form accepted jointly by the parties. This document indicates the IT solution(s) and/or the relevant services and specific conditions of implementation for a given Customer.
  • Transferor or Publisher: means the Company IS DECISIONS SA, with a board of directors and authorised capital of € 230 000, recorded in the BAYONNE trade register under the number 432 602 738 and whose registered office is located at 374 Allée Antoine ABBADIE – in BIDART (64210) France.
  • Contract or Agreement: Means this user licence contract and the special conditions which form an undividable whole.
  • Documentation: means any medium containing the terms and conditions of use of an IS DECISIONS IT Solution, comprising the start-up guide and the user manual, accessible via the URL link https://www.isdecisions.com/.
  • Force majeure: means any event outside the control of a party, making impossible the respect of its obligations, such as notably: interruption in the telecommunications network or the electricity network, natural disasters, fires, water damage or social conflicts.
  • IS DECISIONS Solution, IT Solution, Software or Software Package: means one of the IT solutions, including its software and software packages, published by the company IS DECISONS and its associated documentation.
  • Third-party software: Means all the software products for which the Publisher does not hold the ownership rights.
  • On premise software: Means any software installed on the Customer’s IT systems.
  • Update: refers to the modification(s) proposed and provided by the Publisher for an IS DECISIONS IT Solution or Documentation, for the purpose of correcting an anomaly, making an improvement, or implementing a preventive measure in the context of a maintenance or assistance service.
  • Designated system: Means the material platform(s) or the enterprise network on which the IT Solution will be installed and used, and its peripherals or accessories.
  • Designated site or site of use: means the physical place(s), where the designated system on which the Software will be used by the Customer, is located, to the exclusion of any other place. This designated site is specified in the order form.
  • User, Licensee or Customer: means any natural person or legal entity benefiting from a service provided by the Publisher and/or any User of an IT Solution published by the Publisher.
  • Authorised users: means the members of the Licensee’s staff authorised to use an IT Solution published by the Publisher in the conditions defined in this contract. The maximum number of authorised users is indicated in the special conditions.

2. Presentation

The Publisher publishes various IT solutions in the following fields: user access control; file access audit, server and desktop data analysis and remote deployment.

The Publisher grants a right to use a software to the authorised Users in compliance with the conditions defined in the special conditions.

The use of an IT solution published by the company IS DECISIONS implies prior setting of parameters, failing of which the use will be imperfect.

IS DECISIONS Solutions do not incorporate a data back-up solution; the User therefore undertakes to personally deal with such saving of data stemming from the IT Solutions.

3. Purpose and scope of this contract

3.1. – The parties agree that their relations relating to the use of an IS DECISIONS IT solution shall be solely governed by this contract to the exclusion of any other condition previously available on any medium whatsoever.
This version cancels and replaces previous versions.
By using an IS DECISIONS IT Solution the Customer expressly accepts without reserve all the clauses and conditions provided for in this document.

3.2. – The Publisher guarantees for the User an IT Solution that complies with what is defined in the official documentation concerning it, accessible on the Publisher’s website accessible via the URL link https://www.isdecisions.com/.

3.3. – If applicable, unless prior agreement of the Transferor, the latter grants the User, who accepts, in a personal capacity, a non-exclusive, non-transferable and non-assignable right to use an IT solution published by the company IS DECISIONS and its associated documentation, as defined in the special conditions, whose specifications have been passed on to the Customer, who acknowledges to have read them before signing the order form. The said specifications are accessible via the URL link https://www.isdecisions.com/.

3.4. – The Publisher reserves the right to modify these conditions and its tariffs at any time. This modification shall come into effect one month after the publication of the new provisions.

4. Entry into force - duration

4.1. – This contract comes into effect upon first use of an IT solution by the Customer.

4.2. – In the event of an on-premise use of Software, the User does not benefit from maintenance services or from updating unless a maintenance contract has been concluded by it.

5. Installation of on-premise software

On-premise Software is installed on the designated system by the Customer in compliance with the provisions contained in the start-up guide accessible via the URL link https://www.isdecisions.com/.

The Customer bears alone the responsibility and consequences. For this, the Publisher provides the Customer with personal codes for the use of the IT Solution.

6. Scope of the right to use an is decisions it solution

6.1. – Only a right to use the IT Solution is granted to the User. The Publisher reserves all other rights.
IS DECISIONS IT Solutions shall only be used for the Customer’s internal needs, within the limit of the number of authorised users indicated in the special conditions and not including any third parties of the Customer’s firm.
The User must ensure that only the authorised users have access to the IT Solution.
Any additional licence requested by the User shall be subject to additional remuneration evaluated according to the rights granted to the User.

6.2. – The right to use is only granted as of the effective payment in full of the price agreed in the special conditions or failing this in compliance with the tariffs in force and accessible via the URL link https://www.isdecisions.com/.

6.3. – The User undertake to only use the IT Solution on the system designated in the order form.

6.4. – The User must have a key to install the IT Solution. Where appropriate, the Customer is responsible for the use of the key that is attributed to it. The User is forbidden to transfer, provide, lend or rent the IT Solution, grant sub-licences or other rights on it, or, more generally, to communicate to a third party all or part of the IT Solution.

6.5. – The User is forbidden to disseminate the IT Solution in any form, without the Publisher’s prior written authorisation.

6.6. – The User is authorised to make and save just one copy of an IT Solution for backup or archival and retrieval purposes in the cause of an accident. It is essential that such a copy includes the Publisher’s distinctive explanatory notices, logos and other distinctive signs regardless of whether or not these have been filed.

6.7. – The User undertakes not to make any alteration, correction, arrangement, translation or modification to the IT Solution. The User is also forbidden to correct any defects in the IT Solution without the Publisher’s prior written agreement.

6.8. – The User does not acquire any right on the source codes of the IT Solution, the Publisher alone reserving the right to modify them to correct any defects or to improve the IT Solution in the conditions provided for in article 12 herein.

7. PREREQUIS

7.1. – It is for the User to deal personally, under its own sole responsibility, with all fittings and equipment necessary for installing an IT Solution, in compliance with the technical documentation provided by the Publisher and accessible via the URL link https://www.isdecisions.com/.
The Publisher shall not be held responsible for the impossibility of technical installation in the event that the User’s system does not comply with the prerequisites indicated in the Documentation.
The Customer declares to know and accept the characteristics and limits of the transmission of information by the Internet network and the costs specific to the connection to this network. It is for the customer, notably, to take all appropriate measures to be protected from contamination by malware.

7.2. – .- In the event of permanent or temporary change in the system designated by the User, the latter shall previously check that the designated future system is compatible with the chosen IT Solution in the conditions defined in the official Documentation. In this event, the User must scrupulously comply with the Publisher’s recommendations and the documentation relating to the migration of the IT Solution. In the case of failure to comply with the migration procedure, the Publisher shall require the payment of additional charges if the Customer calls on it to correct any problems or take action at its discretion, possibly leading to the termination of this contract.

7.3. – In the event of change in the conditions of use of the IT Solution which would lead to a modification to the terms of this contract, the User shall pay the Publisher the additional charges resulting from this, based on the difference between the initially planned charges and the new charges stemming from the modifications made.
The increase in charges shall be made on the basis of the Publisher’s financial conditions in force at the time of this modification.

8. Intellectual property

8.1. – The Publisher guarantees that it is the holder of all the intellectual property rights on its IT Solutions.

8.2. – The Publisher retains the ownership of the intellectual property rights on its IT Solutions. The granting of a user right for an IT Solution does not lead to the transfer of any property right.

8.3. – The Publisher continues to be the owner of the intellectual property right on the trial software products.

8.4. – The User undertakes not to directly or indirectly infringe the Publisher’s rights. The User undertakes to take, in respect to the Authorised Users and any external person who may have access to the IT Solution, all necessary measures to ensure the secrecy and respect of the ownership right on the IT Solution. The User undertakes notably to take all measures to ensure that its staff do not keep any documentation or copy of the IT Solution outside the authorised site.

8.5. – The Documentation is and remains solely and exclusively the property of the Publisher. The User is prohibited from reproducing the documentation without the prior written agreement of the Publisher.
The Customer undertakes not to make any use of these documents that could harm the Publisher or infringe its intellectual or industrial property rights and is forbidden to make any disclosure to third parties.

8.6. – In the case of an attempt to seize the IT Solution by a third party or any form of dispute of the Publisher’s rights, the User must immediately notify the Publisher and oppose the seizure to enforce the challenged intellectual property rights.

8.7. – For its part, the Customer declares to be the legitimate holder of all the user and intellectual property rights on the items that it could be required to make available to the Publisher in the context of the contract. Failing this, in the case of any claim by third parties, the Customer shall deal with this personally and bear alone all the consequences of such claims thus holding the Publisher harmless against any such action.

9. Co-operation of the user

9.1. – The User undertakes to collaborate with the Publisher in the performance of the contract, notably by preparing and making available to the Publisher the technical environment and information necessary for the use of the IT Solution, in compliance with the specifications in the associated documentation.

9.2. – In any event, it is for the User to take all appropriate precautions to deal with any malfunctioning of the IT Solution in the context of its use, in particular by implementing incident diagnosis procedures and regular verifications of results and any backups.

9.3. – It is for the User to precisely define its needs and to ensure that the IT Solution to which this contract relates meets these needs.
The User is alone responsible for the choice, use and verification of the results obtained with the IT Solution used, in compliance with the associated documentation.

10. Customer’s obligations

In addition to respecting the terms of this contract, the Customer undertakes to:

  • Respect the operating methods and all instructions relating to the IT Solution specified by the Publisher, notably in the associated Documentation;
  • Execute the general maintenance operations specified in the user instructions and respect the standards of hygiene and safety in the premises and installations, in which the hardware on which the IT Solution is installed, are located;
  • Ensure the level of knowledge and competence of the Authorised Users is sufficient for using the IT Solution in compliance with its documentation.

11. Guarantee

11.1. – Considerations of a general nature The activation of a guarantee shall not, under any circumstances, be a reason for not paying the corresponding invoice, which shall be paid by the indicated payment deadline.
The Customer, as an informed professional, possibly assisted, bearing the costs, by an adviser of its choice, declares to have conducted or have had conducted, prior to placing the order, a study of the characteristics and performance of the IT Solution and that it considers that the IT Solution meets its needs and that, consequently, it waives any right to make a claim on this point.
Before using the IT Solution, the Customer undertakes to take all necessary precautions, conduct tests and trials, and take other measures that it judges useful and adapted to the circumstances. It is for the customer to make enquiries, and obtain documentation and information on the possible consequences of the use of the IT solution, its compatibility with other components and any operating procedure.

11.2. – Infringement Guarantee During the contractual period, the Publisher holds the Customer harmless in respect to any action, claim or complaint based on the fact that the use of an IT Solution, according to the terms of this contract, infringes in France any right that could be held by a third party and bears all liability, loss, costs, damages, expenses and lawyers’ fees that may result from such a claim.
The Publisher’s obligations in the context of this article are subject to the following cumulative conditions:

  • The Publisher must be immediately informed in writing by the User of any claim;
  • The Customer must provide the Publisher expressly with full authority for ensuring defence against any claim and negotiations for obtaining a settlement or compromise agreement;
  • The Customer must provide the Publisher with all necessary assistance for ensuring its defence against the claim;
  • The claim must not have been provoked by acts unauthorised under the terms of this contract or by the improper conduct of the User or a third party acting for the Customer.

11.3. – Guarantee of compliance of the IT Solutions The Publisher guarantees for the User an IT Solution that complies with what is defined in the official technical documentation concerning it, accessible via the URL link https://www.isdecisions.com/.

11.4. – Software of a third party The Publisher does not provide any guarantee concerning the software or software package of any third party. It is recalled that any software or software package of a third party is used under the sole responsibility and control of the Customer.

12. Financial conditions

12.1. – All the prices invoiced to the Customer are those in force on the day of the recording of the order or the renewal of the contract. The amount due by the Customer to the Publisher, and the time for payment, are indicated in the special conditions or, failing this, in the Publisher’s applicable price schedule accessible via the URL link https://www.isdecisions.com/.

12.2. – The price is indicated excluding value-added tax or any applicable taxes, which are payable by the Customer.

12.3. – Unless otherwise provided for, the incidental expenses that could be incurred by the Publisher upon request by the User, such as notably the supply of supplementary documentation or the installation or re-installation of an IT solution shall be invoiced in addition, at the Publisher's tariffs applicable on the day of the Customer’s request.

13. Late payment

13.1. – Any late or partial payment by the Customer is automatically debited to the amounts remaining due.

13.2. – In the case of late payment in relation to the payment deadline, penalties at the interest rate applied by the Central European Bank in its most recent refinancing operation plus 5 percentage points are automatically payable, in application of article L441-6 of the Code of Commerce. These penalties are calculated on the basis of the amount, including all tax, remaining due and run as of the deadline for the payment of the price, without any prior formal notice being necessary. In addition to the indemnities for late payment, any sum, including any instalment, not paid by its payment deadline shall produce as of right a fixed penalty of 40 Euros for collection costs.

13.3. – In the case of any outstanding amount, after the Customer has been sent formal notice to pay to no avail, the Service or the delivery of an IT Solution shall be immediately suspended as of right, until full payment of the outstanding amount, without prejudice to any legal proceedings or the application of the reservation of ownership clause. This suspension shall be chargeable to the Customer who undertakes to bear all the consequences, notably the price increases.

13.4. – Reserve of Ownership
The Publisher expressly reserves the ownership of the delivered IT Solutions until full payment of the price in principal and interest. In the case of failure to pay the full price in principal and interest, the Publisher shall take, at time, any useful measure for suspending the use of the IT Solution installed on the Customer’s system. A payment, according to the meaning assigned in this article, is not a document creating an obligation to pay, a draft or such like. In the case of partial payment, this shall be firstly applied against the interest for late payment, and the most recent claims.

14. Complaint

No complaint is admissible if it is not sent by registered letter with request for acknowledgement of receipt to the Publisher’s registered office.

15. Interoperability with third-party services

In the event that the User wishes to obtain essential information allowing interoperability of the IT Solution with third-party software for a use complying with that for which it is intended, the User undertakes, before taking any step to implement this, to previously consult the Publisher, who shall provide the latter with the information required for this interoperability, in return for a possible financial contribution.
In order to benefit from the functions or services proposed by a third party, the User must have previously checked with Publisher that they are compatible with the relevant IT Solution.
The User is informed that the services and functions of third parties are outside the control of the Publisher. In the case of difficulty concerning the services proposed by these third parties, the User must enter directly into contact with the support service of the publisher of the relevant third-party software. The Customer is fully responsible for the use of functions of third-party services by the User.
Any intervention linked to support to ensure interoperability with a third-party service shall be invoiced at the tariff applicable on the day when the Customer makes the request.

16. Responsibility/liability

16.1. – The User is responsible for the use of the IT Solution and the data that it processes. The Customer must ensure the compatibility of the IT Solutions with its country’s regulations and legislations.

16.2. – Taking into account the high technicity of any IT program, the Publisher does not guarantee anomaly-free functioning or uninterrupted functioning of its IT Solutions. In addition, this guarantee is exclusive of any other commitment, notably any guarantee of result in relation to the Customer’s satisfaction as regards any performance requirements and its expectations for operational or functional capabilities other than those described in the documentation.

16.3. – The Publisher’s civil liability shall only be incurred by its own acts or those of its staff in the case of acts accomplished by it or its staff in the context of the performance of the contract and solely in the cases where a causal link between the alleged prejudice and a serious fault by the Publisher is established. The Publisher shall not, under any circumstances be held liable in respect to the User for any reason whatsoever, for any indirect prejudice, whatever this may be, and notably for loss of data, commercial prejudice, increased overheads, consequences of recourse by a third party, loss originating in or the consequence of this contract, loss in turnover or profit, loss of Customers, loss of an opportunity, in relation with or stemming from the IT Solution or its functioning, even if the Publisher has been warned of the possibility of such a loss or such damage, and damage to property or personal injury not the subject-matter of the contract.

16.4. – If, however, a pecuniary judgement is pronounced against the Publisher for any reason whatsoever, the damages payable shall not be more than the amount effectively received as the annual fee.

17. Insurance

The Publisher is the holder of an insurance policy covering the pecuniary consequences of its legal liability should it be incurred.
The Customer must reciprocally be insured for the consequences of its civil liability in respect to the Publisher, its staff and any subcontractors.

18. Confidentiality

Both parties undertake to take all necessary precautions to maintain the confidentiality of the other party’s confidential information, these precautions to be at least equivalent to those taken by each of the parties to ensure the confidentiality of its own confidential information.
In the same way, the parties are bound to secrecy in relation to this contract, and the Documentation relating to the IT Solutions, which shall not, under any circumstances, be communicated to third parties (except in the case of legal or fiscal obligation and after previously informing the other party).
The parties each undertake to have this confidentiality clause respected by their respective employees, parent company, subsidiaries and any subcontractors, and vouch for the latter in this respect.
This confidentiality obligation shall continue for as long as the information in question remains confidential, including beyond the date of the end of this agreement.

19. Modifications

Any modification to the designated system, the site of use or the initial configuration of the software, notably by the addition of supplementary licences and/or the granting of a user right for other software products of the Publisher on the site of use, must be the subject of a supplementary clause to this contract.

20. Termination

20.1. – In the case of serious failure by one of the parties to respect the obligations of the contract, not remedied within 30 (thirty) days of receipt of the registered letter notifying the failures from the other party, the party not at fault shall be able to opt for the termination of the contract without prejudice to any damages that it may claim.

20.2. – The Publisher reserves the right to terminate this contract without prejudice to any other damages that it may claim, in the event that the User undergoes simple bankruptcy, court receivership or a similar procedure, this subject to applicable legal provisions.

21. Transfer of the contract

This contract may not be fully or partly transferred or assigned by the User without the Publisher’s prior written authorisation.

22. Force majeure

During the period of this agreement, the parties undertake to act in good faith in respect to their reciprocal contractual rights and to take any measure to achieve the objectives of this agreement.
Consequently, each party undertakes to promptly inform, with confirmation by registered letter, the other party of any difficulty that it may encounter in the context of the performance of this contract.
Likewise, in the case of force majeure or for any other reason that could not be foreseen and outside the control of one of the parties and of a type to prevent the respect by the latter of its contractual obligations, the prevented party must promptly inform the other party by any means with confirmation by registered letter with request for acknowledgement of receipt within the next ten days. It must provide the proof of the existence and the reason for this event within 10 days of its appearance. It must promptly notify the ceasing of this event. The obligations of the parties shall be suspended for the duration of the force majeure and the parties shall make every effort to limit the duration and the effects of the event of force majeure.
However, if this duration exceeds one month, the parties shall consult each other to determine the conditions of the continuation or possible termination of this agreement. The parties declare that their intention is to ensure that this agreement is equitably performed and that the interests of one of the parties are not impaired to the benefit of the other. Thus, if during the period of performance of this agreement, one of the parties considers that the contract is not fairly executed, the parties shall make every effort to agree in order to make this unfairness disappear. Failing agreement, article 21 herein shall be applied.

23. Nullity

The nullity or inapplicability of any one of the stipulations of this agreement shall not lead to the nullity of the other stipulations that shall retain all their enforceability and scope.
The parties then agree to replace the clause declared null and void by a clause whose content is as close as possible to the originally determined clause.

24. No waiver

The fact that one of the Parties foregoes the right to require the other Party to respect any one of its obligations under this agreement shall not be interpreted for the future as a waiver of the right to require the respect of the said obligation.

25. Settlement of disagreements

These general conditions are subject to the application of French law even if the User is of a foreign nationality and/or the contract is fully or partly performed abroad.
In the case of translation of this document into another language, only the French version shall be good evidence.
Any dispute that may arise concerning its performance shall be referred before the Commercial Court of Bayonne in France to which the parties grant exclusive jurisdiction notwithstanding more than more defendant or proceedings against the guarantor which may take the form of third-party notice. The said court shall also have jurisdiction in the case of urgent proceedings. In the case of dispute in matters of intellectual property rights, only the Regional Court of Bordeaux in France shall have jurisdiction not withstanding more than one defendant or proceedings against the guarantor which may take the form of third-party notice. The said court shall also have jurisdiction in the case of urgent proceedings.

 

N.B. Upon simple request, we can provide you with a copy of this contractual document in larger print.

IS Decisions
SA with board of directors – Authorised capital : € 230.000 – Recorded in the BAYONNE trade register under the number 432 602 738
Registered office: 374 Allée Antoine d’ABBADIE - 64210 BIDART - FRANCE