The terms and conditions of sale and of service that apply to every Halentra order.
HALENTRA is a simplified joint-stock company (SAS) registered with the Paris Trade and Companies Register under number 999 875 321, with its registered office at 60 rue François 1er, 75008 Paris, France. Halentra assists companies with their digital challenges through strategic consulting, audit, training, implementation and integration services for software solutions, and distributes Solutions published by third-party partners, for which Halentra acts exclusively as a distributor and integrator.
The following words and expressions, whether singular or plural, have the following meanings in these GTC.
HALENTRA and the Client are collectively referred to as the "Parties" and individually as a "Party".
The purpose of these GTC is to define, in addition to the Special Terms, the conditions under which Products or Services are delivered between HALENTRA and its Clients acting exclusively for professional purposes, in exchange for remuneration as provided in the Special Terms.
The GTC are accepted by the Client prior to any Order. Placing an Order implies the Client's immediate, full and unreserved adherence to the GTC and the Special Terms. The GTC apply to every Order and prevail over any clause appearing on the Client's own documents, in particular the Client's general conditions. Any derogation is devoid of legal value unless previously agreed in writing by HALENTRA.
HALENTRA reserves the right to modify the GTC at any time. Unless otherwise stipulated in the Special Terms, the applicable version is the one in effect on the date the Order is placed.
Any Product or Service from HALENTRA is subject to these GTC, which prevail over any brochure, advertisement or website.
In addition to these GTC, a Product or Service may be subject to Special Terms whose additional provisions prevail over the General Terms. When the Product or Service is marketed by HALENTRA but HALENTRA is not the original Publisher, a specific license agreement may apply and prevails over the Special Terms.
Unless otherwise stipulated in the Special Terms, Products or Services provided online become active as soon as the initial payment is processed.
Subscriptions are available for certain Products or Services only. The different Subscription plans correspond to different access methods, depending notably on the number of licenses required during the Subscription period and the type of commitment. These methods are described in the Special Terms.
The Client, having reviewed the products marketed by HALENTRA and verified their compatibility with their other equipment and their needs as they have determined them, registers their Order under their own and full responsibility.
If the Client so wishes, they may ask HALENTRA for an analysis, audit and consulting Service to verify the conformity of a Product with their needs.
The use of the Solutions is subject to the terms of use and licensing defined by the Publishers, accessible via their website or the documentation associated with those Solutions. Warranties, liabilities and usage rights relating to the Solutions are exclusively defined by the Publisher's license and warranty terms.
Elements belonging to HALENTRA, such as trademarks, designs, models, images, texts, photos, logos, graphic charters, software, search engines and databases, without this list being exhaustive, are its exclusive property or that of partners or third parties who have granted it a license, and are protected by intellectual property rights.
These general conditions do not entail any transfer of intellectual property rights over all or part of the elements belonging to HALENTRA or the Publishers of the Solutions. Any reproduction or representation, in whole or in part, without express authorisation is prohibited and would constitute an infringement sanctioned by Articles L. 335-2 et seq. of the French Intellectual Property Code.
The Client shall refrain from any act likely to infringe, directly or indirectly, the property rights of HALENTRA or the Publishers, and agrees to comply with any end-user license agreement applicable to the Solutions. The Client also refrains from erasing, removing or hiding ownership marks, labels or brands.
The Solutions are published by third parties and are guaranteed exclusively by their Publisher, in accordance with the conditions defined in the documentation, license agreements and general conditions of the Publisher concerned.
HALENTRA, acting exclusively as a distributor and integrator, provides no warranty, express or implied, regarding the Solutions, and notably no warranty relating to their operation, performance, availability, suitability for the Client's needs, or the absence of defects, errors or bugs.
Subject to full payment of the price, and except for more restrictive stipulations in the Publisher's license terms, the Client benefits from a personal, non-assignable and non-transferable right to use the Solutions for the duration and within the limits provided by those licenses, to the exclusion of any ownership right, which remains fully vested in the Publisher.
Any action, claim or demand by the Client based on a defect, malfunction, unavailability or non-conformity of a Solution must be pursued directly against the Publisher concerned, without HALENTRA's liability being sought on any grounds whatsoever.
In the event of termination of the Contract for any reason, each Party retains full ownership of its Background Knowledge, meaning all technical information and knowledge, methods, expertise, know-how and tools specific to it, necessary for the execution of the Contract and made available to the other Party.
This Background Knowledge includes that held by the Parties prior to signature as well as that acquired or developed subsequently, independently of the execution of the Contract. The Parties expressly recognise that management rules and other configuration components of the Solutions constitute HALENTRA's Background Knowledge.
As part of the execution of the Products and Services, personal data within the meaning of Regulation (EU) 2016/679 (GDPR) may be processed by HALENTRA.
HALENTRA processes, as data controller, the personal data strictly necessary for managing its commercial relationship with the Client, notably client accounts, orders, billing, contractual follow-up and customer relations. This processing is based on the execution of the Contract.
Within the scope of certain Services, notably implementation, configuration, migration or data import, HALENTRA may access or process personal data on behalf of the Client. In this case the Client acts as data controller and HALENTRA acts as data processor within the meaning of the GDPR.
HALENTRA undertakes to process personal data only on the documented instructions of the Client, and to implement appropriate technical and organisational measures to ensure a level of security adapted to the risk.
When the Services involve processing personal data on behalf of the Client, the Parties agree to conclude a data processing agreement, annexed to or referenced in the Special Terms. In the absence of such an agreement, HALENTRA reserves the right to refuse or suspend the execution of those Services.
Each Party is responsible for complying with the obligations incumbent upon it under applicable data protection regulations, depending on its role as controller or processor. The Client guarantees that they hold all rights, authorisations and legal bases necessary to entrust HALENTRA with the personal data processed within the scope of the Services.
For any question relating to personal data protection or to exercise your rights, contact dataprotection@halentra.com. See also our privacy policy.
The Parties acknowledge that the proper execution of the Products or Services requires active and regular collaboration between them, and undertake to behave loyally toward each other in all circumstances.
If a difficulty arises during execution, the Parties shall alert and consult each other as quickly as possible in order to implement the most appropriate solution without delay.
The Client shall make available to HALENTRA all necessary information and documents, ensure the availability of a qualified and authorised contact person, and review in a timely manner the documents submitted for approval, formulating any observations in writing within seven (7) days of receipt. Failing this, the Client is deemed to have approved the content of the document.
Any use of the Products or Services not in accordance with the Contract constitutes misuse. In the event of a characterised breach by the Client, HALENTRA may suspend all or part of the access to the Products or Services after sending a warning email that remains without effect, without further notice or compensation. In the event of a serious breach of security, system integrity or the rights of HALENTRA or third parties, suspension may occur immediately.
These Services are subject to express mention in the Special Terms or the conclusion of a specific contract.
HALENTRA may perform a prior audit to analyse the Client's technical specifications and verify their conformity with the technical specifications of the selected Solution. The price for this Service is the subject of a specific additional quote.
HALENTRA may offer a Consulting Service providing recommendations and assistance with Solution settings, without implementing them, which remains the Client's exclusive responsibility; or an Implementation Service consisting of the setup, parameterisation and configuration of the Solution on behalf of the Client, based on Specifications.
Consulting and implementation Services do not constitute an obligation of result and are executed under a best-efforts obligation. They are the subject of an additional quote specifying their scope, financial conditions and execution methods.
Documentation relating to the Solutions is available online.
Having studied the Products or Services offered by HALENTRA, the Client expressly acknowledges, upon validation of the Quote acting as an Order form, the suitability of the selected Products or Services to their needs, and declares that they possess the technical competence to evaluate the technical specifications and associated limits.
It is the Client's responsibility to evaluate their needs carefully and precisely, to study the suitability of the ordered Products and Services, and to ensure they have the technical competence necessary to appreciate their characteristics and limits.
Software and IT products are never completely free of errors. The Client is solely responsible for the use they make of the Products or Services. HALENTRA's liability may only be engaged under the conditions and limits provided in these GTC.
The Parties expressly recognise that for Solutions published by third parties, HALENTRA acts only as a distribution and integration intermediary, and that no liability can be attributed to it regarding warranties, operation, availability or performance of those Solutions, which fall exclusively under the responsibility of their Publishers.
The Client authorises HALENTRA to engage any subcontractor to perform all or part of the Services, and accepts that HALENTRA may disclose the information necessary for their proper execution.
HALENTRA reserves the right to assign the Subscription or the Client's contract to any third party, without the Client being able to request termination for this reason alone.
The Client refrains from hiring or engaging, directly or indirectly, any employee of HALENTRA during the term of the Contract and for one (1) year following its termination.
In the event of a breach, the Client shall pay HALENTRA, as a flat-rate indemnity, a sum equivalent to the annual gross remuneration of the employee concerned, including social security contributions.
The Client may terminate their Subscription or Services at any time, subject to a notice period of thirty (30) calendar days.
To terminate a Subscription, the Client must complete the form provided for this purpose and send it by email to resiliation@halentra.com. To terminate a Service, the request must be sent by email to the same address. The notice period runs from receipt of the request by HALENTRA, confirmed by email.
In the event of termination by the Client, the Client remains obliged to pay in full all sums due for Subscriptions and Services executed, in progress or committed to as of the effective date of termination. Termination does not affect the firm and definitive nature of the sums due or already paid, which give rise to no refund, in accordance with Article 16.4, unless expressly stipulated otherwise in the Special Terms.
HALENTRA reserves the right to immediately terminate any Subscription or Service in the event of non-payment of at least one installment, without prejudice to its right to claim payment of all sums remaining due.
In the event of a serious breach by the Client of any of their obligations, HALENTRA may terminate the Contract by right after sending a formal notice that remains without effect for thirty (30) calendar days from receipt. The formal notice specifies the breaches observed.
In the event of termination of the Contract, the Client may request the return of data belonging to them and processed within the framework of the Products or Services.
When the Products or Services rely on Solutions published by third parties, reversibility is provided subject to the technical capabilities offered by the Publisher on the date of the request, as well as the contractual conditions applicable to that Publisher. HALENTRA is bound only by a best-efforts obligation to assist the Client in implementing reversibility.
If the Publisher is unable to provide all or part of the data reversibility, HALENTRA may, at the Client's request and within the limits of its competence and technical means, propose an alternative reversibility Service. This constitutes a specific intervention, distinct from the execution of the Contract, and is subject to specific billing based on a prior quote.
The intervention dates fixed with the Client are firmly reserved by our consultants. For any signed quote or purchase order, the Client is also committed to the dates they reserve.
If the Client decides to temporarily interrupt or postpone the mission entrusted to HALENTRA, they undertake to inform HALENTRA in writing as soon as possible and to pay the fees and expenses due according to the following schedule.
The Products and Services offered by HALENTRA are exclusively intended for Clients acting for professional purposes. Consequently, in accordance with the French Consumer Code, the Client expressly acknowledges and accepts that they do not benefit from any right of withdrawal, regardless of their field of activity and the number of people they employ.
By way of derogation, the Client may benefit from a right of withdrawal under the following strictly cumulative conditions.
In this case the Client has fourteen (14) calendar days from the conclusion of the Contract to exercise their right of withdrawal, under the conditions provided by Articles L221-18 et seq. of the French Consumer Code.
When the Client meets the conditions of Article 16.2 and expressly requests immediate execution of the Products or Services before expiry of the legal withdrawal period, they expressly acknowledge and accept that they waive their right of withdrawal, in accordance with Article L221-28 of the French Consumer Code. This waiver is formalised during validation of the Order.
The prices of the Products and Services are indicated excluding taxes, in euros, in the Special Terms. VAT applies at the rate in effect when the Order is placed. All Orders, regardless of their origin, are payable in euros.
The price for the Services is paid according to the conditions defined in the Special Terms. Unless otherwise indicated, the start of the mission is conditioned on the cash payment of a down payment evaluated at 50% of the total mission amount.
The Client then receives an invoice for the fees and expenses incurred at each stage of the mission. In the case of split billing between several establishments for the same mission, the administrative fee contribution is 50 euros per invoice. Payment is due 30 days net from the invoice date. VAT at the current rate applies to all fees and expenses.
Any payment not in accordance with these general conditions may be subject to a late payment penalty equal to three times the legal interest rate in effect. Any late payment, even partial, of a single invoice results by right in the forfeiture of the term of all invoices established by HALENTRA in the name of the Client, which become immediately due.
In the event of a payment delay, late penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, as well as a flat-rate indemnity for recovery costs of forty (40) euros, are due by right and without a reminder being necessary, in accordance with Article L 441-6 of the French Commercial Code. Payment delays may also lead to the suspension of the Product or Service.
The Parties undertake, throughout the duration of the Contract and without time limitation after its expiry, to maintain total confidentiality and to refrain from disclosing, or allowing their personnel to disclose, any information, knowledge or know-how including prices and operating methods to which they may have had access in the framework of the execution of the Products or Services, except to a third party themselves bound under the same conditions where disclosure is necessary for that execution.
This commitment does not apply to documents, information, knowledge or know-how that have fallen into the public domain, were already in the possession of the Party concerned at the time of communication, or whose disclosure is made necessary by a particular regulation or an administrative or judicial injunction.
Unless the Client makes written opposition at the latest upon conclusion of the Contract, HALENTRA is authorised to mention the name, corporate name, logo and business sector of the Client as a commercial reference on any internal or external communication medium, notably its website, commercial presentations, proposals and marketing documents.
This use is strictly limited to the promotion of HALENTRA's activities and shall in no case harm the Client's image, reputation or interests. The Client may at any time request the withdrawal of the commercial reference concerning them by written notification, which takes effect within a reasonable period from receipt.
HALENTRA executes its obligations with diligence and in accordance with the professional standards in use. As such, HALENTRA is bound only by a best-efforts obligation for all Products and Services provided.
HALENTRA's liability cannot be engaged in the event of fault, negligence, omission or failure attributable to the Client, nor for damages resulting from information, documents or instructions provided by the Client, nor for consequences related to a poor assessment by the Client of their needs.
In no case shall HALENTRA be held liable for indirect damages, such as loss of revenue, loss of profit, loss of customers, loss of opportunity, commercial or financial damage, damage to image, increase in overheads, or any action brought by a third party against the Client.
Subject to mandatory legal provisions, HALENTRA's total liability, for all causes combined, is expressly limited to the amount excluding taxes actually paid by the Client for the Product or Service at the origin of the damage. This limitation does not apply in the event of gross or willful misconduct, nor where liability cannot be excluded or limited under applicable law.
HALENTRA shall not be held liable for interruptions or malfunctions resulting from external causes, notably failure of telecommunications or electricity networks, third-party providers, or force majeure.
HALENTRA declares that it has taken out insurance with a notoriously solvent insurance company intended to cover all risks that may arise during the execution of its obligations under the Products or Services.
The Parties expressly agree that the Contract does not designate, and shall not be interpreted as designating, either Party as a proxy, commercial agent, legal representative or employee of the other Party for any purpose whatsoever. It does not constitute a business grouping, a consortium, a joint venture or a partnership agreement.
The Parties declare and acknowledge that they are and shall remain, throughout the duration of the Contract, independent commercial and professional partners, each assuming the risks of its own business activity.
If one or more provisions of these GTC are found to be null and void or unenforceable under any law or regulation, or following a court decision or an arbitral award, the remaining articles retain their full force and scope, and these GTC shall be amended accordingly.
The Parties expressly exclude the application of the provisions of Article 1195 of the French Civil Code.
Neither Party shall be held liable for a failure or delay in the performance of its contractual obligations resulting from an event of force majeure within the meaning of Article 1218 of the French Civil Code.
Events considered as force majeure include, without being limited to, unforeseeable and irresistible events external to the Parties, such as natural disasters, fires, acts of terrorism, armed conflicts, riots, general strikes, pandemics, widespread failures of telecommunications or electricity networks, large-scale cyberattacks, or decisions by public authorities.
The Party invoking an event of force majeure must inform the other Party as soon as possible and implement all reasonable means to limit its effects.
Waiver. The fact that one of the Parties does not invoke one or more provisions of the Contract does not constitute a waiver of the right to invoke the Contract as a whole.
Forbearance. The fact that one of the Parties tolerates a non-performance or imperfect performance of the Contract, or more generally tolerates any act, abstention or omission by the other Party that does not comply with the Contract, confers no right whatsoever upon the Party benefiting from such tolerance.
The Contract, the GTC and the Special Terms are governed, both in their interpretation and their implementation, by French law.
In the event of a dispute relating to the interpretation, validity, performance or termination of the Contract, the GTC or the Special Terms, the Parties undertake to endeavour to reach an amicable settlement. The Party considering itself aggrieved shall make its claims known to the other Party by email or registered letter with acknowledgment of receipt.
If, within thirty (30) calendar days following the sending of that email or letter, the Parties have not reached an agreement, the dispute shall fall under the exclusive jurisdiction of the Commercial Court of Perpignan, including in cases involving multiple defendants, summary proceedings or third-party appeals.
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