Definitions
- The Client: Legal or natural person buying, reselling or distributing the Service and the or the Products.
- The End Customer: Legal or natural person, end user of the Service based on ADIPSYS solution
- ADIPSYS : The publishing and hosting company of the Hotspot Manager Service.
- Parties: ADIPSYS and its CLIENT
- Service: Solution developed by ADIPSYS and sold under license
- Product : Products sold by ADIPSYS
- Providers : ADIPSYS or its authorized Service providers.
- Third-Party Products : All Products not marked ADIPSYS.
- Support : Technical support services provided by ADIPSYS or the Approved Service Provider,
- Documentation: Refers to all online help files and printed documents provided with the Service
- and/or the Product with the Third-Party Products to explain their installation and operation
Terms of Use
Scope.
The purpose of this contract is the sale of Services and Products by ADIPSYS in catalogues, prices, advertisements and quotes, in written form (document, fax, email). Any modification of this contract or a quotation must be confirmed by ADIPSYS in writing. All other conditions are excluded.
This Agreement supersedes all prior agreements, written or oral, relating to such Services and/or Products. The CUSTOMER expressly agrees that its own terms and conditions of purchase do not apply.
ADIPSYS licenses sold to the customer are subject to conditions linked to the number of APs and/or the number of connections and the duration. The CUSTOMER must carefully check the conditions offered.
Limitations of Rights Granted.
Any use not expressly authorized by ADIPSYS under this contract is unlawful.
In particular, the CLIENT is prohibited from (i) any reproduction by any means whatsoever of the Software attached to the Service, the Product and the Documentation, with the exception of a backup copy, which can only be used in the event of failure of the installed copy, (ii) any use in the Service Bureau or in outsourcing, (iii) any representation, publication, lending or marketing of the Service and/or the Product, whether free of charge or for a fee, (iv) any publication or provision of information to third parties concerning the results of tests carried out without the prior written consent of ADIPSYS.
Ownership.
This Agreement entails a right to use the subject matter of this Agreement. The grant of the right of use does not entail the transfer of any property rights and ADIPSYS retains all intellectual property rights (copyrights, trademarks) relating to the Software (the source code, the object code, the design material, the associated DOCUMENTATION, etc.).
As a result, the CLIENT undertakes not to make any changes to the elements provided by ADIPSYS. The CLIENT shall refrain from transcribing or having the Software transcribed into another language or adapting it to be implemented on hardware that is not supported or operating with other basic software.
The CLIENT shall refrain from extracting parts of the Software and, more generally, from using all or part of the Software for the purpose of developing computer programs that incorporate all or part of it.
The CLIENT shall refrain from assigning, lending, renting or allowing access to the Software to a third party, as well as any total or partial reproduction of the Software, for the purpose of execution, use or reproduction of the same. Unless otherwise required by mandatory law, any decompilation of the Software that is the subject of this Agreement is strictly prohibited.
The CLIENT is responsible for the application of these rules to the End Client. Thus, for each sale, the End Customer by activating the license must read the terms of use of the Service and the Product and accept them.
The CLIENT shall provide ADIPSYS with information concerning the End Client in order to keep its right of use file up to date.
Quotes, Orders, Contract
Only written quotes are valid for the period indicated therein. Orders can be placed by email, post or fax.
Prices and terms of payment.
The Prices of the Services and Products, the related taxes, postage, insurance and installation
costs are indicated on the quotation and invoice sent to the CLIENT.
Payment is due, unless explicitly agreed in writing with the CLIENT, within 30 days of the invoice date, without ADIPSYS having to make a reminder.
Adherence to payment dates is an essential condition of the Contract. ADIPSYS may suspend deliveries or the performance of the Services until full payment of the price of the order in question. In the event of late payment, the collection costs will be borne by the CLIENT and ADIPSYS will charge late payment penalties on the amount due, calculated based on twice the legal interest rate.
Payments must be made by bank transfer or credit card; cheques are accepted after formal agreement from ADIPSYS and subject to final cashing.
Delivery-Ownership-Risks.
The Services are provided in the form of a license by Adipsys unless otherwise agreed between the Parties. As far as the Products are concerned, the delivery time is indicative. Deliveries can be staggered. The place of delivery is indicated in the Order Confirmation.
Ownership of the Services and/or Products is transferred upon full payment of the invoice. The Products must be insured, without modification or pledge and ADIPSYS can take them back.
If the CLIENT sells the Services and/or Products before the transfer of ownership, he/she becomes an agent of ADIPSYS and the proceeds of this sale will accrue to ADIPSYS.
The delivery cannot be refused without the agreement of ADIPSYS, under penalty of payment of all costs and losses resulting therefrom, including storage costs until acceptance of the delivery.
The transfer of risk takes place upon delivery of the Product. Any missing or damaged packages must be mentioned on the delivery note and before signing for it.
Delivery-Acceptance.
In the event of delivery of the Product, the CLIENT must check the packages upon arrival and inform the carrier of any justified reservations, by registered letter with acknowledgment of receipt within three (3) working days after delivery.
If the Services and/or Products delivered do not conform in kind or quantity to the description of the order, the CLIENT shall send any complaints in writing within seven (7) days of the day of delivery.
If the return of the Product is accepted by ADIPSYS, it must be returned in its original packaging, with a return slip.
Warranty.
ADIPSYS guarantees that the Services and/or Products provided to the CLIENT comply with the specifications described in its offer and in its documentation but does not guarantee that they are free from any malfunction.
In the event of a malfunction, ADIPSYS guarantees that all necessary means will be implemented to deal with the problem.
The warranty period is based on the Service and Maintenance contract. The warranty of the Products is 1 year from the date of the invoice.
The Service and Maintenance Agreement describes the warranty terms and associated Services. In the event of a transfer of the Service and/or Product to another End Customer than the one initially designated, ADIPSYS must be informed and the Service and maintenance contract must be renewed for a new period if applicable.
Liability.
By express agreement between the parties, ADIPSYS is subject to an obligation of means and can in no way guarantee the objectives that the CLIENT has set for itself, and which are not part of this contract.
Nor can ADIPSYS be held liable for indirect damages, financial, commercial, loss of Customers, loss of profits, loss of brand image, loss of data, files or programs suffered by the CLIENT and/or by the End Customer.
ADIPSYS makes it possible to store data that is legally required and subject to the rules of the CNIL. The use of this data and compliance with the regulations in force are the sole responsibility of the Client.
ADIPSYS confirms that it has taken out civil liability insurance covering risks directly related to the Service and/or the Product.
Export control.
The CUSTOMER acknowledges that the Services and/or Products may contain technology and Software that are subject to the export control laws of the European Union as well as the laws of the country where they are delivered or used.
The CLIENT is solely responsible for the application of these laws, taking into account that they are likely to change.
The Services and/or Products may not be sold, rented or transferred to restricted users or countries for any reason.
Force Majeure.
ADIPSYS is not responsible for delays in the execution of deliveries or Services caused by events beyond
its reasonable control and will be entitled to an additional delay in the event of, for example: strikes, terrorist acts, wars, problems affecting suppliers, transport or its production, exchange rate fluctuations, acts of public authorities, natural disasters.
If such a situation lasts more than 3 months, this contract may be terminated by either party, without compensation.
Confidentiality.
The Parties undertake to treat as strictly confidential and as such all information, regardless of its nature and medium, collected during the performance of this Agreement (hereinafter referred to as “Confidential Information”).
All publicly known information shall be deemed non-confidential unless it is compiled in a form not known to the public.
The Parties undertake not to disclose or allow to be disclosed, directly or through an intermediary, in whole or in part, the Confidential Information of which they have become aware, to any third party whatsoever, except for employees and/or service providers and/or subcontractors who need the information for the performance of their obligations. In this regard, the Parties undertake to take all necessary measures with employees and/or service providers and/or subcontractors so that they are subject to the same obligation of confidentiality.
The Parties agree not to use the Confidential Information in any context other than that of this Agreement.
This clause does not preclude ADIPSYS from using the name of the CLIENT and the End Client as a commercial reference.
Each Party undertakes to return, at the first request of the other Party, any documents or other media containing Confidential Information that the latter may have been required to provide to it in the context of the execution of this Contract, as well as all their reproductions.
The CLIENT must ensure that the end Client complies with this clause.
Termination.
The contract may be terminated without notice in the event of: (i) non-payment by the due date, (ii) violation or suspected violation of export control laws, (iii) serious or persistent breach of contractual obligations and failure to remedy within 30 days of written notice, or (iv) insolvency or inability to pay its debts.
In other cases, this contract may be terminated by registered letter with acknowledgement of receipt.
Termination will be effective within three (3) months.
Obligations of the CLIENT.
The CLIENT is responsible for: (i) his/her own choice of the Service and/or the Product and its suitability for the desired use, (ii) his/her telephone and postal costs when the latter contacts ADIPSYS, (iii) the integrated equipment, their performance and licenses of use, (iv) the execution of the technical prerequisites before the services of ADIPSYS, the backup and confidentiality of his/her data, (v) regulatory declarations required by the Regulatory Authority.
He owes the staff of ADIPSYS all reasonable courtesy, information, cooperation and ease of access to enable the prompt execution of the latter’s commitments.
The CLIENT is informed that his/her telephone calls to ADIPSYS may be recorded for educational and training purposes. In the event of a transfer of the Service and/or the Product to another End Customer, the CLIENT shall inform ADIPSYS and ensure that this new End Customer validates the terms of use of the Service and/or the Product. In the event of an internal change at the end Client’s premises (change of address, name, etc.), the CLIENT must inform ADIPSYS.
Data Protection.
The CLIENT accepts that the information concerning him/her may be kept or transferred in accordance
with the applicable laws on the protection of personal data, and the computer processing managed by ADIPSYS (GDPR).
Miscellaneous.
If a clause in the contract is declared void by a court, the rest applies. ADIPSYS may outsource its commitments. Other than that, this contract may not be assigned or transferred.
Notices must be sent to a legal representative of the other party by hand-delivered writing, e-mail, facsimile or urgent postal mail deemed to have been postmarked 48 hours later.
Disputes.
This contract is subject to French law and to the sole jurisdiction of the Commercial Court of Nanterre
Contact Us
If you have any questions about this Privacy Policy, You can contact us by email : support@adipsys.com