Terms and conditions of use and sale - Innovorder SAS

Article 3. Customer registration - Access

In the case of a contract concluded between a Customer and Innovorder on the basis of a previously drawn up quotation, it is the Customer's responsibility to check that the quotation drawn up corresponds to his needs and expectations, that it has been accepted by a duly authorized person within his structure.
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The Customer is responsible for the configuration of his Information System, for the implementation and maintenance of a Computer Network that allows a reliable connection between the elements of the Services, as well as between the elements installed on his Network and the Innovorder Server(s).
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The Customer, who is solely responsible for the maintenance of the IT Network enabling a reliable connection between the elements of the Innovorder system, as well as between the elements installed on its Network and the Innovorder Server(s), will not be able to engage Innovorder's liability in the event of an interruption or slowdown of the connection.
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Similarly, Innovorder not being liable in the event of interruption or failure of the Customer's Internet connection; it may maintain the billing of its service subscription for the duration of said interruption / failure of connection.

Article 4. Description of the offers - License

Innovorder offers Services in the form of user licenses for which the Customer must purchase from Innovorder the Products necessary for the proper functioning of its licenses, unless it is already equipped with hardware compatible with the Services.
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The Customer must opt for the duration of commitment it wishes to implement from among the various durations offered by Innovorder.
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Licenses include the following services (non-limitative and may be supplemented by future Services developed by Innovorder): use of licenses for Cashier Services, online ordering, kitchen display, order display, kiosks, loyalty, back-office, maintenance and updates of the solution, support by chat or telephone Monday to Friday from 08H00 to 18H00, Saturday and public holidays excluding Sunday: from 10H00 to 16H00.
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The Customer may also choose to take additional options in addition to his licenses, the details and prices of which appearing on the order form were communicated to him at the same time as these GCUV and which will therefore be invoiced in addition.

Article 5. Management of orders - Sales of products

5.1 - Placing orders
‍The Customer may place an order in several ways.
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The Customer may fill in the order form presented by a member of Innovorder's sales team during an in-person or screen-shared demonstration of the Services and send it directly to that member of the sales team, or apply their electronic signature via the online form.
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By signing the order form under the above conditions, the Customer declares that they have read and accepted these GCUV. Signing the order form therefore constitutes acceptance of the GCUV.
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A summary of the order information and of the GCUV is provided to the Customer (i) with the signed order form or (ii) electronically, in the order confirmation email.
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Upon the Customer's first request, sent to the address shown on the order form, Innovorder will send a copy of the signed order form.
If a Product is unavailable or the Services cannot be provided when the order is placed, Innovorder will inform the Customer by email at the address provided when registering on the Site. If a Product is unavailable, the Customer will be offered an exchange for another Product. Any difference in invoicing will be charged to the Customer.

5.2 - Supply of Services and Products – retention of title
‍Products sold to the Customer under a subscription remain the property of Innovorder until full payment of the agreed price and the corresponding taxes.

5.3 - Delivery of Products

Products acquired by the Customer under a subscription are delivered to the delivery address given by the Customer in the order form signed by the Customer.

The Customer must accept the delivery costs and options stated on the order form before validating the order and paying the Price.
The total delivery time (which includes the time needed to process, prepare and ship the order and for the carrier to deliver it) is given by Innovorder to the Customer for information only and is not guaranteed.

The maximum delivery time is 60 days, except in the event of strikes, bad weather, force majeure or prolonged stock shortages.
Innovorder cannot be held liable for the consequences of a delivery delay.
Any parcel returned to Innovorder because of an incorrect or incomplete delivery address will be re-shipped at the Customer's expense.

Where delivery by a carrier and/or installation by an installer requires an appointment with the Customer, the carrier and/or installer will contact the Customer to arrange a delivery appointment no later than 45 days after the date on which the Customer signed the order form. Innovorder cannot be held liable for a delivery delay due solely to the Customer's unavailability after several appointment proposals from the carrier.

In any event, the delivery time for the Products is 30 days from the date of the appointment set by the Customer.

Upon delivery, the Customer must check the condition of the Products. If they have been damaged, the Customer must refuse the parcel and record a reservation on the delivery slip (parcel refused because opened or damaged).

The Customer must record on the delivery note, as handwritten reservations accompanied by their signature, any anomaly concerning the delivery (damage, product missing compared with the delivery note, damaged parcel, broken products, etc.).

This check is deemed to have been carried out as soon as the Customer, or a person authorized by the Customer, has signed the delivery note. The Customer must then confirm these reservations to the carrier by registered letter no later than three working days after receipt of the Product(s), and send a copy of this letter to Innovorder by email to: support@innovorder.fr.
Any complaint regarding an error or difficulty relating to the delivery and/or installation of the Products must be sent by email to: support@innovorder.fr

5.4 - After-sales service

Innovorder ensures appropriate maintenance of the Services in line with the state of the art. During opening hours (Monday to Friday: 8:00 am - 6:00 pm; Saturdays and public holidays, excluding Sundays: 10:00 am - 4:00 pm), Innovorder repairs faults falling within its scope of intervention, within an appropriate time frame and with the means reasonably available to it.
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Innovorder's Support and Assistance service can be reached during opening hours by email at support@innovorder.fr and by chat from the Innovorder Back Office. If Innovorder is asked to intervene for a fault caused by an error or failure on the part of the Customer, the costs may be charged to the Customer.

5.5 - Proof of transaction
The computerized records, kept in Innovorder's IT systems under reasonable security conditions, will be considered as proof of the communications, orders and payments made between the parties. Order forms and invoices are archived on a reliable and durable medium that may be produced as evidence.

Article 6. Financial conditions

6.1 - Prices
‍Theprice of the Products, specified in the order form signed by the Customer, is that in force on the day the order form is signed. The price is inclusive of all taxes and includes the cost of delivery of the Products, indicated by Innovorder to the Customer prior to signature of the order form and recorded on the order form.
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The price of the Services invoiced to the Customer, indicated inclusive of all taxes, is that in force on the day of signature of the order form or on the day of renewal of the Contract. In the latter case, the price change is notified to the Customer via email at the time of said renewal.
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Innovorder reserves the right to change the price of Products and Services at any time, and guarantees the Customer the application of the price in force on the day of the Order or on the day of renewal of the Contract.
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If the VAT rate were to be modified, these changes could be passed on to the price of the items without the Customer being informed in advance.

6.2 - Payment methods
‍Withthe exception of Subscriptions, which can only be paid for by SEPA direct debit, unless otherwise indicated in the "Contract" or Special Conditions, payment is made in euros at the Customer's discretion:
- By bank transfer
- By SEPA direct debit

6.3 - Payment terms
This is an order with a payment obligation which means that signing the order form implies payment by the Customer.
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Unless other terms are expressly provided for on the order form, payment of the price is made as follows:
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● For all purchases of Products and/or Services, payment is made in cash when the order is placed by direct debit
● For all orders of Licenses excluding monthly subscriptions, payment is made 30 days in arrears upon activation by bank transfer
● For all orders of Licenses invoiced monthly, payment is made in arrears by direct debit on the 1st of each month from activation

6.4 - Late payment

Any sum not paid by the due date shall be liable, without prior notice, to interest at the rate applied by the European Central Bank to its most recent refinancing operation, plus 10 points.
In addition, the Customer shall automatically owe Innovorder a fixed indemnity for collection costs of 40 euros per unpaid invoice.
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6.5 - Third-party financing
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For any order financed by third-party financing, either by Crédit Bail, Leasing, or any other type of financing via a third-party entity, in the event of expiry or termination of the financing agreement, INNOVORDER will invoice the order directly to the Customer and under the terms of payment mentioned in point 6.3 of article 6. CONDITIONS
FINANCIALES of these general terms and conditions of use and sale.

Section 7. Activation, termination and suspension of services

7.1 - Commissioning
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Once the order has been placed, the Products received and installed, the training dispensed, and payment received by Innovorder, the Services may be used by the Customer.

In the absence of a specific agreement between the parties, the Services take effect at the time the Products are received by the Customer for all cases where Products are to be delivered, and on the date the training is dispensed for cases where the Customer already has products compatible with the Services, the service is then deemed activated and/or commissioned.

7.2 - Withdrawal
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As the Customer is a professional purchasing within the framework and for the needs of his principal and usual professional activity, there is no right of withdrawal.

7.3 - Duration and revision
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The Contract takes effect on the date of activation of the Licenses and this for the initial fixed period stipulated within the Contract signed by the Customer. At the end of this initial period, in order to avoid any discontinuity in Services, the Contract will be tacitly renewed for successive periods equivalent to the duration of the initial period. Invoicing for Licenses under the renewed Contract will take place on the start date of the renewed period.
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At the end of the initial commitment period, prices for renewed Licenses will be revised in line with changes in the Syntec index, using the following calculation method: P = P0 x (S / S0)

P = New revised price

P0 = Initial contract price

S = Last known Syntec index at the revision date

S0: Last known Syntec index at the start date of the Licenses for the previous period
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7.4 - Termination
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‍Anyrequest for termination, including concerning a Contract with no time commitment, must be the subject of a written request complying with the following procedure: the subscription may be terminated by e-mail sent to adv@innovorder.fr at the end of the initial period or each renewal period subject to compliance with a notice period of one (1) month before the initial term or before the end of the current tacit renewal period.
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Must be attached to this termination email a scanned letter dated, signed by the manager and stamped, including the following:
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*Name company concerned
*SIREN company concerned
*Name and address of the point of sale concerned *Solution concerned by the request
*Date of termination desired
*Amount exclusive of tax of the monthly subscription concerned
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Each party may also terminate the Contract, at any time, without compensation, in the event of breach by the other party of any of the stipulations of the Contract, not remedied within 60 days following formal notice to rectify. Except in the event of a breach by either party, the Contract may not be terminated before the term initially provided for in the purchase order.

7.5 - Suspension in the event of non-payment
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In the event of non-payment, Innovorder may suspend the supply of Services by giving five (5) working days' notice after sending a formal notice e-mail which has remained without effect. In this case, the Customer will also be required to grant Innovorder access to the Products, in order to be able to proceed with uninstallation. Reinstatement following suspension for non-payment will incur a fixed charge of 375 (three hundred and seventy-five) euros excluding VAT, and may take between 2 and 3 working days. The reinstatement fee must be paid prior to the reinstatement in order for it to go ahead.

Article 8. Use of third parties

To meet its contractual commitments, Innovorder may at any time call upon subcontractors. In this case, they will be subject to the terms of the present CGUV, in particular with regard to the respect of the confidentiality of the Customer's data.

Article 9. Protection of personal data

The purpose of this article is to define the conditions under which Innovorder, acting as processor, undertakes to carry out on behalf of the Customer, acting as controller, the personal data processing operations defined below.

9.1 - General provisions
As part of their contractual relationship, the parties undertake to collect and process any personal data (the "Data") and to comply with the regulations in force applicable to the processing of Data and, in particular, the amended French law no. 78-17 of 6 January 1978 on information technology, data files and civil liberties (the "French Data Protection Act") and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "Regulation").
The parties declare that they are aware of the rights and obligations of controllers and processors arising from the legislation and regulations on the protection of personal data. The parties therefore agree that there is no need to restate these rights and obligations in the Contract.

9.2 Description of the processing subject to subcontracting
Innovorder is authorized to process, on behalf of the Customer, the Data required for the Customer's use of Innovorder's Products and Services.
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The processing operations carried out on the Data are hosting and retrieval of the Data. The categories of data subjects are the Customer's customers. The Data processed are: first name, last name, telephone number, email, date of birth (optional), password (encrypted), postal address, list of the customer's orders, bank details, badge number, diner number, PIN code (encrypted), class, section, sub-section, subsidy code, admission code, pricing code.
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Innovorder undertakes to process the Data fairly and lawfully for the purpose determined in performance of the Contract and in compliance with the French Data Protection Act and the Regulation.

9.3 - Innovorder's obligations towards the Customer
Innovorder undertakes to:
● Process the Data solely for the purposes set out in the Contract and in accordance with the Customer's prior documented instructions;
● Guarantee the confidentiality of the Data processed under the Contract;
● Ensure that the persons authorized to process the Data under the Contract
undertake to respect confidentiality;
● Delete the data within the time limits set by the Customer; and
● Innovorder declares that it keeps a written record of all categories of processing activities
carried out on behalf of the Customer.
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9.4 - The Customer's obligations towards Innovorder
The Customer undertakes to:
● Collect the Data required for the processing lawfully and fairly;
● Document in writing any instruction concerning the processing of the Data by Innovorder;
● Ensure, beforehand and throughout the processing, compliance with the obligations set out
in the Regulation on the part of Innovorder; and
● Supervise the processing, including carrying out audits and inspections of Innovorder.

9.5 - Data security and confidentiality
To guarantee the security and confidentiality of the Data, Innovorder undertakes to:
● Preserve the security and confidentiality of the Data processed on behalf of the Customer by implementing protective measures designed, in particular, to prevent the Data from being distorted, destroyed, lost, altered, hacked, misappropriated, damaged or disclosed, accidentally or unlawfully, to unauthorized persons;
● Not use the Data for any purpose other than the strict performance of its contractual obligations; and
● Not transfer the Data collected to a third party without informing the Customer beforehand.

9.6 - Notification of a security incident or Data breach
If a security incident, unauthorized disclosure and/or Data breach occurs accidentally or unlawfully, Innovorder undertakes, insofar as it is responsible for it, to:
● Inform the Customer as soon as possible after becoming aware of it;
● Notify the Customer, in accordance with the applicable legislation, of any Data breach of which it has
connaissance ;
● Take appropriate measures to remedy it as soon as possible; and
● Assist the Customer in communicating the existence of the Data breach to the
data subjects.
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9.7 - Liability and audits
Innovorder, as processor, may only act on the instructions of the Customer, who remains responsible for the instructions given and for any breach of its obligations.
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Each party remains responsible for its own acts.
Innovorder undertakes to respond to the Customer's legitimate and proportionate audit requests.

9.8 - Data subjects' right to information
It is the Customer's responsibility to inform the data subjects of the processing operations at the time the Data are collected.

9.9 - Location and transfers
Innovorder informs the Customer that the Data will be hosted on servers located in France and Belgium.
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Innovorder undertakes to ensure that any transfer of Data is carried out in compliance with the French Data Protection Act and the Regulation.

9.10 - Subcontracting to third parties
Innovorder may use one or more other processors (the "Sub-processor") to carry out specific processing activities.
The Sub-processor is bound to comply with the obligations of the Contract on behalf of and in accordance with the instructions of the Customer.

Article 10. Innovorder's responsibility

10.1 Innovorder's liability for the sale of Products
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The Products governed by these GCUV are those shown on Innovorder's website and listed on the order form signed by the Customer.
The images of the Products on the Site are not contractually binding and therefore cannot be relied upon against Innovorder.
The Products must be checked by the Customer upon delivery, and any claim, reservation or dispute relating to missing items and apparent defects must be made under the conditions set out in the articles above. In the event of apparent defects, the defective parts are replaced by Innovorder, subject to verification of the alleged defects. The Customer must provide all evidence of the reality of the defects observed, Innovorder reserving the right to carry out, directly or indirectly, any findings and checks on site.
Defects existing at the time of delivery and revealed after receipt of the Products must be reported by the Customer in writing within five (5) days of the date on which the Customer discovered the non-conformity. No report will be taken into account and no action for non-conformity may be brought by the Customer if it is made more than five (5) calendar days after delivery of the products. This notification must state the references and dates of the corresponding order and delivery documents.
By accepting these GCUV, the Customer expressly agrees that, after this period has expired, the Customer may not invoke the non-conformity of the products, nor raise it as a counterclaim in defense of any debt recovery action brought by Innovorder.
If a defect that was hidden at the time of sale subsequently appears and renders the Product unfit for its normal use, the Customer must notify Innovorder within thirty (30) calendar days of its discovery. This notification must state the references and dates of the corresponding order and delivery documents.
It is the Customer's responsibility to provide all evidence of the reality of the defects and of their consequences on the use of the Product. Innovorder reserves the right to carry out, directly or through any intermediary of its choice, any findings, checks and examinations on the Customer's premises.
Where the non-conformity or hidden defect has been acknowledged by Innovorder, Innovorder undertakes either to refund the sale price of the Product in return for the Customer returning the said Product, or to replace the Product, to the exclusion of any damages.
The Customer must carefully read the instructions relating to the technical characteristics of the Products provided by the manufacturer and strictly comply with the conditions of use it defines. The Customer will be solely responsible for the consequences of failing to comply with the conditions of use, of abnormal use of the Products and/or of abnormal or inappropriate storage conditions, and Innovorder cannot under any circumstances be held liable in this respect.
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10.2 - Innovorder's liability for the provision of the Services Innovorder takes particular care over the quality and security of its infrastructure, in particular through a technical architecture guaranteeing a high level of security and availability of the Services. Innovorder does not guarantee permanent access, fault-free operation, or the accuracy and integrity of the data transmitted or downloaded.
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Innovorder may only be held liable if the Customer demonstrates the existence of a fault attributable to Innovorder, a loss, and a causal link between the fault and the loss. In particular, the Customer remains solely responsible for checking and validating the accuracy of its catalog data and of the applicable VAT rates.

Innovorder cannot under any circumstances be held liable for problems relating to items in the Customer's catalog.
In any event, Innovorder's liability will be strictly limited to direct, certain and foreseeable loss, to the exclusion of any indirect, hypothetical or unforeseeable loss, and will in any case be limited to the amount actually received by Innovorder during its contractual relationship with the Customer.

Article 11. Security

Innovorder takes particular care with security when developing its Services and undertakes to take all necessary measures, in accordance with the state of the art and technology, to protect the security of its Customer's files and data. All transfers between the elements installed on the Customer's premises and the Innovorder Server(s) are encrypted.
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The Customer acknowledges, however, that despite Innovorder's best efforts, the use of the most modern technologies and compliance with security standards, it is impossible to guarantee absolute security and flawless operation of the systems used. The Customer also acknowledges that, due to the characteristics of the Internet, security is an obligation of means for Innovorder. In particular, Innovorder cannot be held responsible for the unavailability of the platform due to its service providers.

Article 12. Confidentiality

Innovorder undertakes to keep strictly confidential any information entrusted to it by the Customer.
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In all cases, data concerning transactions carried out by the collection system, as well as compositions of such data (reports, cash register logs, etc.) are treated as confidential and are subject to Innovorder's confidentiality policy.
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The Customer acknowledges that all written and verbal information relating to Innovorder's know-how is the product of original creative efforts and is of a confidential nature. Consequently, the Customer undertakes not to use it for its own account and not to divulge it outside the requirements of the performance of the Contract.

Article 13. Intellectual property

The license granted by Innovorder gives the Customer, for the duration of the Contract, the right to use the software belonging to the licensor, on the designated hardware, i.e.:
● Innovorder grants the Customer on a personal, non-transferable, non-exclusive basis the right to use the software and methods described above
● The Customer undertakes to use this software solely for its own needs. It undertakes not to provide the software in any form whatsoever or to make it available to anyone other than its employees for use of the Services.
● The Customer undertakes not to market the software under this contract or to develop products likely to compete with it.
● The Customer may not modify or adapt the software except with the express prior written authorization of the Licensor
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The technology and software underlying the Services, as well as the Site, and in particular its ergonomics (in particular graphic charts, tabs, functionalities, etc.) and its content (notably images, logos, illustrations, photos, texts, etc.), are the exclusive property of Innovorder.
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Innovorder grants the Customer for the duration of the contract a limited, non-transferable, non-exclusive, non-sublicensable and revocable license to access and make personal, non-commercial use of the Services, as well as any software underlying our Services, solely for the purpose of using the Services, in accordance with the CGUV. All intellectual property rights remain the property of Innovorder or the licensor.
The Customer agrees not to copy, modify, enhance, translate, rent, lease, sell, assign, distribute, decompile, reverse engineer, grant a security interest in, or otherwise transfer any rights in the technology or software underlying the Services.
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Any reproduction, representation, or exploitation of any kind whatsoever, by any process whatsoever and for any purpose whatsoever, other than that provided for under the Contract, of all or part of the Services and/or the Site, and in particular its structure and/or content, without the prior written authorization of Innovorder, constitutes an act of infringement giving rise to the civil and/or criminal penalties provided for by law.
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The Customer also undertakes to inform Innovorder of any infringement or counterfeiting of said intellectual property rights by third parties, as soon as it becomes aware of such infringement or counterfeiting.
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In the event that the Customer has requested Innovorder to develop specific functionalities, such as, for example, software integrations or the consideration of specific needs related to the Customer's business (hereinafter, the "Specific Development"), Innovorder shall remain the full owner of such Specific Development, the source code and all products and services resulting from such Specific Development. The Customer will not enjoy exclusivity over these functionalities, and Innovorder reserves the right to market them to other customers.

Article 14. Sale of the business - Cessation of activity - Management of the business

The Services provided by Innovorder are non-transferable and non-seizable, and may not be passed on to anyone else.
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They may not be included in any discontinuation inventory. In the event of the sale of a business or the transfer of a business to another company, or in the event of the management, cessation or modification of a business activity, the Customer must notify Innovorder by registered letter with acknowledgement of receipt within 48 hours of the change in the legal situation.
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In the event of the transfer of a business, the initial contract or the contract tacitly renewed in accordance with article 7.3 above between Innovorder and the Customer, shall continue ipso jure with the transferee. The assignor is required to include a contract continuation clause in the deed of transfer of goodwill, failing which it will remain liable to the lessor for the indemnities provided for in the event of early termination of this contract.
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In any event, Innovorder reserves the right to refuse the transfer of the contract whatever the terms.
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In the event of dissolution as a result of merger, absorption, change of legal form or articles of association, the absorbing or new company will be purely and simply subrogated to the rights and obligations of the dissolved company.
In the event of cessation of activity, the Customer will be liable for all amounts remaining to be paid over his commitment period.

Article 15. Newsletter and canvassing

Unless he expressly objects, the Customer will receive the Site's Newsletter in order to be informed of Innovorder's offers, developments and events.
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The Customer has the possibility at any time to modulate the information he wishes to receive or to unsubscribe in the link provided for this purpose in each newsletter or messages sent for canvassing purposes.

Article 16. References

The Customer authorizes Innovorder, for the entire duration of the Contract, to quote its name and reproduce its trademarks and distinctive signs exclusively as a commercial reference as a Customer of the Services, and to publish them by any means, or on any media.

Article 17. Force Majeure

The parties shall not be liable in the event of impossibility of performance of the CGUV due to a case of force majeure as defined in article 1218 of the French Civil Code.
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In such a situation, the parties will meet to examine the impact of the event and agree on the conditions under which performance of the contract will be continued. If the case of force majeure lasts longer than three months, the present CGUV may be terminated by the injured party.

Article 18. Waiver

The fact that one of the parties has not demanded the application of any clause of the present CGUV, whether permanently or temporarily, will not in any case be considered as a waiver of the rights of this party arising from the said clause.

Article 19. Applicable law

The present CGUV are governed by French law.
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In the event of a dispute, the parties will seek an amicable solution before taking any legal action. The parties agree to meet within eight (8) calendar days from the date of first presentation of a registered letter with acknowledgement of receipt, notified by one of the two Parties denouncing the dispute. Should these attempts fail at the end of a period of fifteen (15) calendar days, any dispute arising in particular from the formation, interpretation or performance of the CGUV will be referred to the Paris Commercial Court.

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