Terms of sale (CGV)

1. Purpose and scope

These General Terms and Conditions of Sale (the "Terms" or "CGV") govern the provision by PARSIO SOFTWARE, a French société par actions simplifiée registered under SIREN 991 080 763, with its registered office at 90 B rue de Fougères, 35700 Rennes, France ("Parsio"), of access to its software platform on a subscription basis to professional customers ("Customer"). In accordance with article L441-1 of the French Commercial Code, these Terms form the basis of the commercial relationship between the parties. They prevail over any purchasing terms of the Customer, unless otherwise agreed in a written agreement signed by both parties. By placing an Order, the Customer accepts these Terms.

2. Definitions

In these Terms:

• "Agreement": these Terms together with the applicable Order and the Data Processing Addendum (DPA).
• "Order": the order form, quote or online subscription describing the scope of the Service and the fees.
• "Service" or "Platform": the Parsio software platform made available as a service.
• "Subscription": the right to access the Service for the agreed term and scope.
• "Authorized Users": the Customer’s employees or contractors authorized to use the Service.
• "Customer Data": the data submitted by or on behalf of the Customer to the Service.
• "Documentation": the user documentation made available by Parsio.

3. The services

Parsio provides a software-as-a-service platform for procurement engineering, including should-cost modelling, agent-based analysis and a capability graph over parts, suppliers and specifications. The Service is hosted by Parsio and accessed online for the duration of the Subscription. The scope (modules, number of Authorized Users, volume) is defined in the Order. Parsio may update, improve or modify the Service, provided that it does not materially degrade the core functionality subscribed to.

4. Orders and subscription

A Subscription is formed when the Customer signs an Order or quote, or completes an online subscription, and accepts these Terms. The Order specifies the scope, the Subscription term and the fees. The Subscription starts on the date set out in the Order or, failing that, on the date access to the Service is first provided.

5. Prices and payment

Fees are set out in the Order, expressed in euros (EUR) and exclusive of taxes, VAT being added at the applicable rate. Unless otherwise stated in the Order, the Service is invoiced quarterly in advance. Invoices are payable within thirty (30) days of the invoice date, by bank transfer or card. In accordance with articles L441-10 and D441-5 of the French Commercial Code, any sum unpaid by its due date automatically incurs late-payment penalties at a rate equal to three (3) times the legal interest rate, together with a fixed indemnity for recovery costs of forty euros (EUR 40) per invoice, without prejudice to any additional indemnity. No discount is granted for early payment.

6. Term, renewal and termination

Unless otherwise stated in the Order, the Subscription is entered into for an initial term of twelve (12) months. It then renews automatically for successive periods of twelve (12) months, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current term. Either party may terminate for material breach that is not remedied within thirty (30) days of written notice. On termination, the Customer’s access to the Service ends; export and deletion of Customer Data are handled in accordance with the DPA.

7. Obligations of the parties

Parsio undertakes to provide the Service in accordance with these Terms, using reasonable care and skill. The Customer undertakes to:

• pay the fees when due;
• use the Service lawfully and in accordance with the Documentation;
• ensure the accuracy of the data it submits and the rights to submit it;
• keep its access credentials secure and remain responsible for its Authorized Users;
• refrain from reverse engineering, reselling, or circumventing the Service or its access controls.

8. Availability and support

Parsio provides the Service on a best-efforts basis and does not warrant uninterrupted or error-free availability. Parsio may carry out scheduled maintenance and will use reasonable efforts to limit its impact. Support is available by email and telephone from 8:00 to 19:00 (CET), seven (7) days a week.

9. Intellectual property

Parsio retains all intellectual property rights in the Platform, the software, the Documentation and related materials. Parsio grants the Customer a non-exclusive, non-transferable right to access and use the Service for its internal business needs during the Subscription. The Customer retains all rights in its Customer Data and grants Parsio a non-exclusive license to host and process Customer Data solely to provide and improve the Service, subject to the DPA. The Customer may provide feedback, which Parsio may use freely.

10. Confidentiality

Each party shall keep confidential the other party’s confidential information and use it only for the purposes of the Agreement. This obligation applies during the Subscription and for three (3) years thereafter. It does not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or must be disclosed by law.

11. Personal data

The processing of personal data carried out in connection with the Service is governed by Parsio’s Data Processing Addendum (DPA), which forms part of the Agreement. Each party undertakes to comply with applicable data protection laws, including the GDPR.

12. Warranties and liability

The Service is provided "as is". To the maximum extent permitted by law, Parsio’s total aggregate liability arising out of or in connection with the Agreement is limited to the total fees paid by the Customer during the six (6) months preceding the event giving rise to the liability. Parsio shall not be liable for indirect or consequential damages, including loss of profit, revenue, data or business opportunity. Nothing in these Terms limits any liability that cannot be limited under French law, in particular in case of gross negligence (faute lourde) or wilful misconduct (faute dolosive).

13. Force majeure

Neither party shall be liable for any failure or delay in performing its obligations caused by an event of force majeure within the meaning of article 1218 of the French Civil Code. The affected party shall notify the other promptly. If the event continues for more than sixty (60) days, either party may terminate the affected Subscription by written notice.

14. Applicable law and jurisdiction

These Terms are governed by French law. Any dispute relating to their formation, interpretation, performance or termination shall fall within the exclusive jurisdiction of the competent courts of Paris, notwithstanding plurality of defendants or the introduction of third parties.