General terms and conditions of use and sale


Article 1 - Purpose of the "General Terms and Conditions".

Each contract is made up of the General Conditions and the Special or Rental Conditions which complete them. The provisions of the Special Conditions take precedence over the General Conditions. All the conditions alone express the entirety of the obligations of the parties.

Articles 2 - Customer information by SAS HI DEVELOPPEMENT

SAS HI DEVELOPPEMENT does not guarantee the adaptation of the software to all of the Client's own needs who acknowledges having been informed of the functionalities referred to in the technical documentation provided. The software are proprietary products. Any adaptations by the Client is the responsibility of the latter and it may not under any circumstances hold SAS HI DEVELOPPEMENT responsible for them.


Article 3 - Terms of payment

3.1 - Invoices are payable net upon receipt of invoices and upon receipt of goods.

3.2 - As of the day following the due date of the overdue invoice, the sum thus due shall bear interest at the legal rate increased by five points and this after prior formal notice sent by Registered Letter with Acknowledgement of Receipt remained without effect for a period of 15 (fifteen) days.

Article 4 - Indexation clause

4.1 - If the contract stipulates that the price is subject to indexation, this takes place on 1 January of each year, according to the variation in the Syntec index of IT services for the month of July of each year.

4.2 - The price on 1 January is then calculated by applying the following formula: formula P = new price P0 = price agreed when the contract was signed, the year To Syntec T = value of the index in the month of July preceding the revision Syntec T0 = value of the index in the month of July preceding the year To.

Article 5 - Provisional Suspension of the Performance of the Contract

SAS HI DEVELOPPEMENT reserves the right to suspend the execution of the services (or deliveries) provided for in the corresponding contract in the event of late payment by the Client, after formal notice by Registered Letter with Acknowledgement of Receipt remaining unsuccessful for more than 15 (fifteen) days, until payment of the outstanding invoice, without this suspension being considered as a termination of the contract by SAS HI DEVELOPPEMENT, nor giving rise to any right to compensation for the Client.


Article 6 - Date of transfer of ownership

With the exception of cases where invoicing of software packages delivered has been carried out by a third party holding a SAS HI DEVELOPPEMENT software package marketing contract, SAS HI DEVELOPPEMENT reserves ownership of the software package user licence materials delivered until full payment of the price. Before the final transfer or in case of rental of the property, SAS HI DEVELOPPEMENT may take possession of this equipment and software packages for total or partial non-payment.

Article 7 - Intellectual and economic rights on the software

Software is a work of the mind within the meaning of the law of 11 March 1957 as amended and supplemented by the law of 3 July 1985. SAS HI DEVELOPPEMENT, in its capacity as author of the software packages, is vested with new and proprietary rights.

Article 8 - Use of software packages

8.1 - The software packages are subject to non-exclusive and non-transferable user licences granted by SAS HI DEVELOPPEMENT to the Client.

8.2 - SAS HI DEVELOPPEMENT software packages are delivered in a version which can be directly executed by the machine, with a user manual in French.

8.3 - The Client undertakes not to take copies of the software packages, to purchase the consumables from another source without the written agreement of SAS HI DEVELOPPEMENT, to use them for the benefit of third parties, particularly in office services, to transfer the software packages directly or indirectly or to lend them to a third party, even free of charge; are assimilated to a transfer, the contribution to a company, an EIG, etc., which is not considered as a transfer.

8.4 - The Customer is obliged to use the software packages on a site whose location is indicated in the Special Conditions. It must request authorisation from SAS HI DEVELOPPEMENT before making any changes to the site or to the equipment used.

Article 9 - Guarantee of eviction

SAS HI DEVELOPPEMENT shall defend the Customer against any allegation of copyright infringement in France, for software packages that it has developed and distributed to the Customer, provided that the Customer notifies it in writing within 15 days.


Article 10 - Confidentiality of the information collected

SAS HI DEVELOPPEMENT and the Client undertake to keep confidential all information and documents concerning the other party, of whatever nature, to which they may have had access during the performance of the contract.

Article 11 - Period of service

The period of service is the priority during which SAS HI DEVELOPPEMENT receives telephone calls from the Customer and provides the services defined in the Special Conditions. It runs from Monday to Friday from 9am to 12pm and from 2pm to 5.30pm except on public holidays.

Articles 12 - Free access - Working conditions

In the event that SAS HI DEVELOPPEMENT is required to visit the Client, the latter undertakes to provide SAS HI DEVELOPPEMENT staff with free access and to communicate all information necessary for the performance of its representations. A representative of the Client must be present during any intervention carried out by SAS HI DEVELOPPEMENT.

Article 13 - General exclusions from the provision of services

SAS HI DEVELOPPEMENT only carries out work to reconstitute files, data or programs that have been altered or lost by the customer by means of a backup made by the customer and with no obligation of result. In this respect, the Client is reminded that he must take all necessary measures to safeguard these elements.

Article 14 - Provision of training and advice

As part of the software package user licence granted to it by SAS HI DEVELOPPEMENT, the Client undertakes to follow training on its own premises or those of SAS HI DEVELOPPEMENT.

Article 15 - Implementation of software packages

15.1 - Implementation by SAS HI DEVELOPPEMENT If training takes place on the Client's premises, the software packages will be implemented by SAS HI DEVELOPPEMENT. This can only be on the condition that the Client provides SAS HI DEVELOPPEMENT with detailed information on the elements of its computer configuration. These elements must then be available and in perfect working order, failing which SAS HI DEVELOPPEMENT will invoice the Client for the time spent and travel expenses. Generally speaking, any intervention by SAS HI DEVELOPPEMENT at the Client's premises for any reason whatsoever is invoiced at the current rate, both for travel expenses and time spent.

15.2 - Implementation by the Client: If training takes place on SAS HI DEVELOPPEMENT's premises, the software packages on diskettes and hardware are delivered to the Client by post and the Client itself carries out the implementation of the software packages and hardware. SOFTWARE PACKAGE MAINTENANCE

Articles 16 - Conditions of access and software packages concerned

The maintenance service is subject to the signature of the Particular Conditions concerned by the Client. It applies to SAS HI DEVELOPPEMENT software packages, in their latest standard version, installed in accordance with the prescriptions of the "User Licence" (user equipment, site, etc.). The signature of the Particular Conditions of "maintenance" is compulsory for the first year.

Article 17 - Billing of maintenance

Maintenance services are invoiced one month after the day of delivery of the software packages.

Article 18 - Services provided

Two types of maintenance services are offered:

18.1 - The "Maintenance hot line" service which includes :

  • The correction of possible internal operating errors in the software packages (lack of announced functionality, calculation errors),
  • Curative maintenance in case of malfunction of the software packages, for whatever reason, in their daily use.

18.2 - The "Service Plus" includes :

  • All the services of the "Maintenance hot line" service, plus telephone assistance for the operation of the software package and accessory questions relating to the microcomputers and printers used with the software packages within the limits of the skills of SAS HI DEVELOPPEMENT.

Article 19 - Exclusions

The services provided by SAS HI DEVELOPPEMENT in terms of maintenance do not include :

  • Correction of software package malfunctions insofar as these malfunctions cannot be reproduced.
  • SAS HI DEVELOPPEMENT's interventions (time spent and travel expenses) to the site where the software packages are used, whatever the cause, for which the Client has the SAS HI DEVELOPPEMENT tariff,
  • Shipping costs (or transported) by express (Chronopost, taxi, courier, DHL, etc.),
  • The supply of new software packages that replace existing software packages within the range of software packages offered by SAS HI DEVELOPPEMENT, hereinafter referred to as "substituted software packages". These new software packages have significant differences in design and/or programming compared to the latest version of the software packages. In order to enable the Client to benefit from a new software package as defined above, under preferential conditions, SAS HI DEVELOPPEMENT undertakes to offer the Client to take over the substituted software package under conditions defined by SAS HI DEVELOPPEMENT. This takeover is accompanied by the termination of the corresponding maintenance contracts. In addition, the substituted software packages continue to benefit from the services described in article 18 above, for a period of 3 (three) years from the date the new software package is put on the market. At the end of this period, the maintenance contract for the corresponding substituted software packages is terminated by SAS HI DEVELOPPEMENT, in accordance with the provisions of Article 33 below.


Article 20 - Warranty of equipment

Equipment acquired or rented by the Client from SAS HI DEVELOPPEMENT is guaranteed within the framework of the legal guarantee covering hidden defects.

Article 21 - Exclusion of the equipment warranty

The following are always excluded from this warranty:

  • Damage resulting from fire: water damage, storms, lightning or equipment relocation or resulting from a failure of the environmental system,
  • Damage resulting from abnormal use or use contrary to the specifications defined by SAS HI DEVELOPPEMENT,
  • Damage resulting from the addition of new equipment to the initial configuration without the prior agreement of SAS HI DEVELOPPEMENT.

Article 22 - Conditions of access and equipment concerned

The equipment maintenance service is subject to the signing of the Special Terms and Conditions concerned by the Customer and applies exclusively to equipment delivered by SAS HI DEVELOPPEMENT or by a third party holding a SAS HI DEVELOPPEMENT software package marketing contract.

Article 23 - Services provided

Telephone service and curative maintenance. It is up to SAS HI DEVELOPPEMENT to assess the opportunity to visit the Client, or to return the defective equipment for repair. This maintenance may include, at certain times, the obligation for the Client to comply with certain procedures or even to bear a reduction in the services offered by the equipment, until a definitive solution is found to their operating defect(s). The methods of payment for these services are specified in the special conditions. Customers who have subscribed to a hotline assistance contract may not, unless a special agreement has been accepted and signed by the parties, exceed three hours of telephone calls or e-mails per twelve-month period. This hot line assistance contract is subject to the present general terms and conditions of sale of SAS HI DEVELOPPEMENT.

Articles 24 - Limitations and exclusions

24.1 - Limitations Interventions carried out are not taken into account for the following reasons in particular:

  • If they are made necessary by accident, negligence, improper use, a defect in the electrical network or any other cause not falling within the scope of the use of the equipment in accordance with its intended purpose,
  • If the cause of the breakdown is due to equipment not covered by the contract. The Customer is in fact solely responsible for the compatibility of his equipment with the materials,
  • If the breakdown is due to failure to comply with SAS HI DEVELOPPEMENT specifications relating to the environment as defined in the SAS HI DEVELOPPEMENT installation guide,
  • If, in general, the Client does not respect his obligations under the contract and the rules in use in the profession.

24.2 - Exclusions The services provided do not include :

  • SAS HI DEVELOPPEMENT's interventions (time spent and travel expenses to the site where the equipment is used), for which the Client has SAS HI DEVELOPPEMENT's rates, whatever the cause,
  • Shipping costs or transport of the materials maintained (for repair or replacement) which will be charged to the Customer.

Article 25 - Reconditioning of equipment during the course of the contract

SAS HI DEVELOPPEMENT may remove from the list of equipment covered by the contract those whose level of wear and tear or deterioration does not allow for proper maintenance. Before taking such a decision, SAS HI DEVELOPPEMENT will inform the Client in writing of the list of products in question and will propose to the Client, on the basis of an estimate and within its means, to carry out the necessary standard reconditioning or exchange of the equipment covered by the present contract, under the conditions in force.


Article 26 - Compliance with professional rules

SAS HI DEVELOPPEMENT executes the contractual obligations at its charge with all possible care in use in its profession and uses the rules of the trade at the time. Due to the specificity of its profession, SAS HI DEVELOPPEMENT is bound by an obligation of means.

Article 27 - Liability of SAS HI DEVELOPPEMENT

SAS HI DEVELOPPEMENT may not be held liable for breaches of obligations that are not due to its negligence, due to elements that it cannot control (disruption or congestion of lines, poor quality of electrical current, acts of third parties, acts that are the responsibility of the Client, etc.). It is up to the Client to provide proof of the failure of SAS HI DEVELOPPEMENT.

Article 28 - Limitation of liability of SAS HI DEVELOPPEMENT

If the liability of SAS HI DEVELOPPEMENT were to be retained, it would be limited by express agreement: For equipment: to the sums paid by the Client in return for the acquisition of the equipment. For software packages: to the sums paid by the Client in return for the rights to use the software package. For services: at the prices due by the Customer in return for the service in question.

Article 29 - Customer's liability

It is the Customer's responsibility to take all necessary precautions to ensure that information is not disclosed to unauthorized personnel. Should the Client fail to comply, even unintentionally, with the obligation of non-disclosure referred to in the paragraph above as well as in article 8.3 of these General Terms and Conditions, SAS HI DEVELOPPEMENT reserves the right to claim compensation from the Client in a minimum amount equal to 20 (twenty) times the amount of the fee for use of the corresponding software package. This indemnity shall apply without prejudice to any damages and interest.

Section 30 - Indirect Losses

SAS HI DEVELOPPEMENT is not responsible for indirect losses that the Client may suffer such as loss of profits, commercial prejudice, etc. for which the Client must take out appropriate insurance policies at its own expense.

Article 31- Cases of force majeure

Cases of force majeure suspend the obligations of the parties. The following are expressly considered as cases of force majeure: general strike, sectorial strike of the profession, blockage of means of transport, fire, storm, etc...


Article 32 - Taking effect

Each contract takes effect and the parties are committed to each other on the date of signature of the corresponding Special Terms and Conditions by the Client, or on the date of counter-signature by SAS HI DEVELOPPEMENT if the Client has made modifications or reservations to the Special Terms and Conditions. It being understood that the documents have been returned to SAS HI DEVELOPPEMENT completed. Any modification to the General and Special Terms and Conditions must be countersigned by both parties in order to remain valid.

Article 33 - Contracts of indefinite duration (maintenance or rental)

The contracts offered by SAS HI DEVELOPPEMENT are concluded for an indefinite period and are renewable annually by tacit agreement, with the obligation for the client to commit to a minimum of three months. Contracts for an indefinite period are always automatically renewable by tacit agreement, by successive periods of 12 months. However, either party may waive this right and terminate it without compensation, subject to a waiting period of three months and having notified the other party by registered letter with acknowledgement of receipt. By signing the proposed contract, and the SEPA mandate, you authorise (A) SAS HI DEVELOPPEMENT to send instructions to your bank to debit your account, and (B) your bank to debit your account in accordance with the instructions of SAS HI DEVELOPPEMENT. You have the right to be reimbursed by your bank under the conditions described in the agreement you have signed with it. A request for reimbursement must be made within 8 weeks of the date on which your account is debited for an authorised debit. The normal 14-day prior notification period has been extended to 5 days.

Article 34 - Termination of any contract for breach of obligations

In the event of failure to comply with any of the obligations provided for in the contract and after formal notice by registered letter has been given by either party within a period of one month, the said contract may be terminated by either party. In the event of non-payment of the sums due by the Client to SAS HI DEVELOPPEMENT, the one-month period shall run from the date of the registered letter with acknowledgement of receipt referred to in article 5 above. Consequently, one month after receipt of the registered letter with acknowledgement of receipt, the Client shall be bound by it by reason of the service concerned (hardware, software packages, documentation, etc.).

Article 35 - Assignment of contract

Under no circumstances may a contract be transferred in whole or in part by the Customer, whether in return for payment or free of charge.

Articles 36 - Election of domicile

The parties, in the context of the execution of the contract, elect domicile at their respective registered offices.

Article 37 - Arbitration

In the event of a dispute as to the interpretation or performance of any of the provisions of the contract concluded between the parties or its termination, the parties may agree to have recourse to arbitration.

Article 38 - Language, contract law, competent courts

The contract, its annexes and endorsements must be in French and are governed by French law. Failing recourse to arbitration, the parties shall bring their dispute before the courts having jurisdiction over the registered office of SAS HI DEVELOPPEMENT, which alone shall be competent to hear the dispute, notwithstanding the plurality of defendants or warranty claims. INFORMATION The holding of a database computer file is subject to declaration and authorization by the CNIL (national commission for information technology and freedom). The client must make the declarations directly via the Internet on the site, (only for companies operating on French territory).