I. GENERAL TERMS AND CONDITIONS OF SALE
SCOPE OF APPLICATION
These General Terms and Conditions of Sale (GTCS) apply without restriction or reservation to all services offered by SAS NanoGIS. By ordering a service from SAS NanoGIS, the client fully and unreservedly accepts these general terms and conditions of sale. They are available on the website https://www.nanogis.fr. SAS NanoGIS offers services including hosting, spatial data infrastructure, development, maintenance, data recovery, and training. The estimate, the service order form approved and signed by the client, along with these general terms and conditions of sale and any specific sales conditions, constitute the SALES CONTRACT.
ESTIMATES
The validity of an estimate is one month. Simple estimates will be provided free of charge. If the estimate requires a more in-depth study and/or travel, these will be invoiced to the client upon their written agreement. Estimate fees may be deducted from order fees.
ORDERING
The client is bound to their order once they sign an order form or an estimate. Acceptance of the estimate by the client must be accompanied by a dated and signed copy, sent by mail or electronically, along with payment of the deposit via check or bank transfer. SAS NanoGIS will not begin the services until the signed estimate and deposit payment are received.
SERVICE DELIVERY
Service delivery depends on what is specified in the estimate. The timeline begins upon receipt of all necessary documents for order execution. These timelines are indicative; no compensation will be granted to the client for non-compliance with these indicative timelines if SAS NanoGIS has fulfilled its best-effort obligation.
CLIENT GUARANTEES
The client agrees that the data provided to SAS NanoGIS for use are not illegal and do not infringe upon third-party rights. The client will indemnify SAS NanoGIS in the event of third-party claims regarding the use of the services created. SAS NanoGIS cannot be held liable for damages incurred by a user due to modifications made to the site by the client or users outside SAS NanoGIS personnel.
PRICING
Prices are stated in euros, excluding tax (HT). The order price is the price indicated on the estimate or resulting from the pricing calculation methods mentioned therein. A price modification can only result from an amendment to the order after acceptance by SAS NanoGIS.
INVOICING AND PAYMENT TERMS
The client is bound to their order upon signing an order form or estimate. Following this commitment, the invoice will be sent to the department designated by the client. It will include the contract’s subject and be provided in digital format. No discount will be granted for early payment. Invoice payment must be made within one month of the invoice issuance date. Non-payment by the due date automatically incurs penalties equal to 12% per year on the outstanding amounts. These late fees apply from the first day of delay and will be invoiced by SAS NanoGIS without requiring a formal notice. This clause will remain permanently acquired by SAS NanoGIS without the need to justify any damage.
Non-payment by the due date also automatically incurs a fixed indemnity for recovery costs, the amount of which is set by decree. If recovery costs exceed this fixed indemnity, the creditor may request additional compensation with justification. Recurring service agreements are tacitly renewed on an annual basis. If the payment terms defined here are not respected by the client, SAS NanoGIS reserves the right to suspend all services without notice.
SUPPORT
As part of its service offerings, SAS NanoGIS provides a support service that the client may subscribe to for additional assistance.
OBLIGATIONS OF SAS NanoGIS
SAS NanoGIS commits to exercising all necessary care and diligence to provide quality service in accordance with professional standards. Its obligation is one of means. SAS NanoGIS undertakes to respond promptly in the event of incidents and ensure the highest level of quality for its tools within 48 to 72 business hours. The client must specify the issues encountered. SAS NanoGIS commits to maintaining confidentiality regarding any information it possesses.
RESPONSIBILITY OF SAS NanoGIS
SAS NanoGIS cannot be held liable in cases of:
- Fault, negligence, omission, or failure by the client or a third party, or non-compliance with given advice.
- Force majeure, events, or incidents beyond SAS NanoGIS’s control (hosting outage, internet access disruption, site hacking, virus, etc.).
- Disclosure or unlawful use of the password confidentially provided to the client.
SAS NanoGIS declines any responsibility for misuse or improper use of services or products, and for potential intangible, material, or bodily damages caused. If SAS NanoGIS’s liability is proven, the client and SAS NanoGIS agree that any damages, regardless of the nature or basis, will be limited to the amounts actually received by SAS NanoGIS under the contract or, in case of non-payment by the client, limited to 20% of the service value as defined in the estimate.
INTELLECTUAL PROPERTY RIGHTS
The use of pre-existing works, such as the brand, logo, or other tangible and intangible assets belonging to SAS NanoGIS, is strictly prohibited. SAS NanoGIS retains ownership of its codes, tools, methods, documentation, and expertise used during the contract. Consequently, nothing in the contract prohibits SAS NanoGIS from using the same tools, methods, documentation, and expertise for other clients.
The client grants SAS NanoGIS the right to use the results for commercial and communication purposes during the contract and for two years following its termination. The client agrees to maintain the copyright notice for the services sold, in the form of a written or iconographic link. Additionally, the client consents to the use of their company or establishment name as a reference for SAS NanoGIS.
All content on the website https://www.nanogis.fr/ is the exclusive property of SAS NanoGIS and is protected by current copyright and intellectual property laws. Without prior agreement from SAS NanoGIS, partial or full use of the site’s content is prohibited.
DISPUTES AND CLAIMS
This contract is governed by French law. In the event of disputes arising between the parties concerning the interpretation or execution of this contract, and after attempting to find an amicable solution, exclusive jurisdiction is granted to the Commercial Court of Perpignan.
CONFIDENTIALITY OBLIGATION
The parties agree to keep confidential all documents and information shared between them and to take all necessary measures to prevent their disclosure to third parties. This obligation remains in effect both during the duration of the relationship between SAS NanoGIS and the client and for two years following the termination of said relationship. The confidentiality obligation does not apply to information already in the public domain at the time of disclosure.
NON-EXCLUSIVITY OF THE CONTRACT
SAS NanoGIS will under no circumstances grant exclusivity of its services to a client for a specific sector. The client acknowledges that SAS NanoGIS may provide services to other clients in the same sector and/or geographical area.
SUBCONTRACTING
SAS NanoGIS may freely resort to subcontracting for part or all of the services covered by this contract. SAS NanoGIS will remain liable to the client for fulfilling all obligations arising from this contract.
INSURANCE
Each party agrees to maintain civil liability insurance and to provide proof of such insurance to the other party upon simple request.
PLACE OF PERFORMANCE
The client agrees to provide SAS NanoGIS with the tools and resources necessary for the successful completion of the task in the event of on-site intervention. In case of malfunctions (compatibility issues or breakdowns of the tools provided), SAS NanoGIS shall not be held liable for the situation.
TERMINATION
Termination for breach: If one of the parties fails to meet its
contractual obligations, and the failure is not remedied within
thirty days of a registered letter with acknowledgment of
receipt notifying the breach, the other party may terminate the
contract by operation of law.
Termination by the client without cause before service delivery:
If the client terminates the contract without cause before the results
are delivered, the client must compensate SAS NanoGIS as follows:
- Withdrawal within one month of signing the contract: Compensation equal to 30% of the total service amount payable within thirty days.
- Withdrawal after one month of signing the contract: Compensation equal to 50% of the total service amount payable within thirty days.
- Termination before the due date: In the event of termination of the contract for any reason, all payments made by the client will remain with SAS NanoGIS.
Resolution clause: In the event of non-payment of an invoice by
its due date, SAS NanoGIS will issue a formal notice via
registered letter with acknowledgment of receipt.
Forfeiture clause: If SAS NanoGIS has granted the client installment
payments, and a single payment is missed on the due date, the full
outstanding balance, including principal and interest, may become
due fifteen days after an unmet payment notice. Failure to pay under
one contract allows SAS NanoGIS to terminate all or part of ongoing
contracts with the client, without prejudice to any remaining sums
owed.
THIRD-PARTY FAILURE AND FORCE MAJEURE
Neither party shall be held liable to the other for non-performance or delays due to force majeure events, such as severe weather, epidemics, water damage, fires, transportation or supply blockages, natural disasters, acts of public authorities, supplier issues, or interruptions of electrical or telecommunication networks. In such cases, contractual obligations will be suspended.
USE OF GEOLOCATION
SAS NanoGIS cannot be held liable for issues of any kind related to the use of a geolocation system. Failures in geolocation caused by devices (smartphones, tablets), satellite systems (GPS, GLONASS, GALILEO, etc.), user actions, or immediate environmental configurations (vegetation cover, urbanization, etc.) that prevent correct signal reception or provide erroneous positioning data cannot implicate SAS NanoGIS's liability.
II. SPECIFIC SALES CONDITIONS ADDITIONAL TO THE GENERAL TERMS AND CONDITIONS
SCOPE
This contract aims to define the terms under which SAS NanoGIS will create, develop, and deliver the client's application. This document serves as the general framework and may be amended and/or modified through the specifics of the quote. In case of contradictions, the quote shall prevail.
APPLICATION HOSTING
SAS NanoGIS engages a specialized company for data and/or software infrastructure hosting to store the client's application. SAS NanoGIS cannot provide guarantees other than those offered by the hosting provider. By accepting the contract with SAS NanoGIS, the client also agrees to the terms of the selected hosting provider. SAS NanoGIS disclaims responsibility for any inaccessibility or loss of site content. SAS NanoGIS maintains two daily backups of all application data, covering one month, to address hosting-level technical anomalies. Application functionality will be restored as necessary without additional charges. Server management remains the hosting provider's responsibility. The client confirms having implemented all necessary security measures to prevent viruses or harmful systems from being introduced to the server. SAS NanoGIS assumes no liability for server infections caused by the client. However, the application will be designed to prevent server infections through normal use. No compensation is available for domain name reservation, and its cost is non-refundable.
MAINTENANCE – UPDATES
Application update pricing will depend on the nature of the requested changes. Subsequent modifications will either be included as part of maintenance or considered more extensive development and billed separately. Minor updates are defined as changes requiring no more than half a day's work.
TECHNICAL SUPPORT
SAS NanoGIS offers technical support via email and phone. This service may be free if it addresses a verified issue. Only identified bugs will be subject to intervention. In cases of abuse, SAS NanoGIS may bill for the time spent. Email support is available at all times, though responses outside business hours are not guaranteed. Technical support exclusively covers website usage and related techniques.
SUBSCRIPTION
Quotes provided by SAS NanoGIS form the basis of all development. Each quote specifies particular pricing terms. SAS NanoGIS may modify pricing or features at any time, with changes taking effect upon contract renewal. Maintenance contracts are signed for a minimum of one year and are automatically renewed.
Service pricing may be adjusted at each contract renewal using the SYNTEC index formula:
- P1 = P0 x (S1 / S0)
- P1: revised price
- P0: original or last revised contract price
- S0: SYNTEC index reference at the original or last revision date
- S1: latest index published on the revision date