Application from 01/11/2022
Purpose and scope of application
These Terms and Conditions of Sale (TCS) constitute the basis for commercial negotiations and are systematically sent or remitted to each customer to allow it to place an order on request.
The terms and conditions of sale described below detail the rights and obligations of MyClouder and its customer. They are applicable to any product sold or any service provided in France or abroad.
In accordance with regulations in effect, these Terms and Conditions are systematically provided to each Customer who requests them.
These Terms and Conditions of Sale may be supplemented and/or modified by specific clauses, notably appearing in the quote, the accepted offer and/ or the contract established with the Customer.
The Customer declares to have read the TCS before placing the order and to have accepted them without reservation. Any order is deemed as acceptance of the terms and conditions of sale for products and services in effect.
Any conditions contrary to these terms and conditions, imposed by the buyer in its terms and conditions of purchase or in any other document, will be unenforceable against MyClouder, regardless of when they may have been brought to its attention and even in the absence of protests by MyClouder of these contrary conditions.
Quotes / Orders
All services shall give rise to the prior drawing up of a quotation or an offer which, unless otherwise specified, is valid for one month.
Any Order placed with MyClouder is deemed as the Customer’s express acceptance of these Terms and Conditions.
Signature of the quote by the Customer is binding on the latter in a firm and definitive manner.
Eventual modifications of the order requested by the Customer will only be taken into account, within the limit of the possibilities of MyClouder, if they are sent in writing at least fifteen days before the expected date of delivery of the services ordered. Additionally, any such modifications may only be applied after the Customer has signed a specific new quote and after an eventual adjustment of the price.
In the event of cancellation of an order by the Customer after acceptance by MyClouder, for any reason except force majeure, the deposit paid upon order placement will be retained by MyClouder and shall not give rise to any refund. In the absence of a deposit, a sum corresponding to 30% of the amount including tax of the total invoice will be due to MyClouder, as damages, to remedy the harm thus endured.
MyClouder reserves the right to cancel any order from a Customer with which there is any commercial dispute, whatever the cause.
Price
The prices of the goods and services sold are those in effect on the day of order placement. They are given in euros and are calculated excluding taxes. As a consequence, they will be increased by the VAT rate and the transport costs applicable on the day of billing. MyClouder has the right to modify its prices at any time. However, it agrees to bill for the goods and/or services ordered at the prices indicated upon recording of the order.
Discounts and rebates
The proposed rates include the discounts and rebates that MyClouder would have to grant in light of its results or due to acceptance by the buyer of certain services.
Discounts
No discount will be granted for early payment.
Terms of payment
Payment for orders is made:
- Either by SEPA bank wire;
- Or by PayPal;
Payments will be made under the following conditions (unless otherwise stipulated in the quote):
- Payment within 30 days of receipt of goods and/or services;
- For flat-rate services, 30% upon order placement and 70% after the verification of proper operation.
Late payment
In case of total or partial payment default for the goods and/or services delivered on time, the buyer must pay MyClouder a late penalty equal to three times the legal interest rate.
The legal interest rate used is that in effect on the day of delivery of the goods and/or services.
Starting from 1 January 2015, the legal interest rate will be revised every 6 months (Order no. 2014-947 of 20 August 2014).
This penalty is calculated on the amount remaining due including tax and runs from the payment due date, without the necessity of prior formal notice.
In addition to late penalties, any amount, including the deposit, not paid by its due date shall lead to payment of a set indemnity of 40 euros for collection costs.
Article 441-10 and D. 441-5 of the Code of Commerce.
Termination clause
If, within fifteen days following implementation of the “Late payment” clause, the buyer has not paid the sums remaining due, the sale will be automatically cancelled and may entitle MyClouder to receive damages.
Obligation of advise and Information
As a seller of IT services, MyClouder is subject to an obligation to advise its customers. This gives it the right to interrupt the service in progress in the event that the Customer does not follow the advice provided by MyClouder and expressed by any means at its convenience: orally, fax, email, registered letter, etc.
However, this obligation to advise cannot be equated with an obligation of result given the diversity of potential customers and their respective IT skills. This obligation to advise will be considered fulfilled once the Client has expressly accepted the quote and/or, if applicable, the service.
Thus, it is expressly agreed, and after acceptance of the quote and/or service, that the Customer acknowledges that its skills and the steps carried out by MyClouder give it the means to assess the exact scope of the characteristics of the service offered and its suitability for the use for which it is intended.
Moreover, MyClouder is subject to an obligation to provide information. Any time, the Customer may ask MyClouder for information on the elements used (software, hosting company, etc.) for performance of the services.
Clause on retention of ownership
MyClouder remains the owner of all intellectual property rights for studies, drawings, software, scripts, models, prototypes, etc., established (even at the Customer’s request) with a view to providing the Services to the Customer.
The Customer is thus forbidden from any reproduction or exploitation of said studies, drawings, software, scripts, models, prototypes, etc., without the express, prior and written authorization from MyClouder which may provide it on the condition of financial compensation. All products sold and published by MyClouder give rise only to a single right of use but remain the property of MyClouder.
Delivery/Time frames
The delivery times for the equipment and/or for execution of the services are communicated for information by MyClouder after acceptance of the quote by the Customer.
These time frames are not firm and the liability of MyClouder may not be engaged towards the Customer in case of late delivery or performance. Late delivery or performance may not result in assessment of any penalty or compensation, nor justify cancellation of the order or termination of the sale.
The liability of MyClouder may not under any circumstances be engaged in case of late or suspended delivery of the goods or services attributable to the Customer, notably in case of non-respect of the rules on payment, or in case of force majeure.
Consequently, any reasonable delay in delivery of the products or services may not result in the Customer benefiting from:
- The awarding of damages;
- Order cancellation.
Language of the contract – Applicable low
By express agreement between the parties, the terms and conditions are governed by French law.
They are drafted in the French language. In the event that they are translated into one or several languages, only the French text shall prevail in any disputes.
Force majeure
The liability of MyClouder may not be enforced if non-performance or delay in performance of one of its obligations described in these terms and conditions of sale results from a case of force majeure. In this regard, a case of force majeure is considered as any event that is external, unforeseeable and irresistible as defined in article 1148 of the Civil Code.
Court of competent jurisdiction
Any dispute relative to interpretation and execution of these terms and conditions of sale is subject to French law.
In the absence of amicable resolution, the dispute shall be brought before the Commerce Court of Strasbourg.