1. Purpose
LocalFlow markets software components that serve as extensions for EIS (Enterprise Information Systems) — for example, mapping components (LocalFlow Maps), form builders, or product catalogs.
These General Terms and Conditions of Sale apply to the provision of EIS extensions in SaaS mode to professional clients. The Client may be an integrator, a reseller of LocalFlow components, or an EIS user wishing to extend their system’s capabilities.
The Client’s use of the SaaS solutions marketed by LocalFlow constitutes full acceptance of these terms and conditions.
2. Order and delivery of subscriptions
Software configuration/extensions and integration
After receiving the order from LocalFlow, the Client will receive the necessary instructions to integrate the ordered component into their platform or externally.
A configuration and adaptation phase may be necessary. The duration and setup cost depend on the type of project. This phase is generally carried out in partnership with an integrator and/or an administrator consultant at the end client.
Users accounts
These user accesses are billed according to the pricing conditions in the quote for the project. Internal and external users are distinguished.
The Client is solely responsible for assigning user permissions within the provided extensions.
3. Financial conditions
In return for the right to use LocalFlow software, along with support and maintenance services, the Client must pay a fee, also referred to as a subscription, detailed in the quote.
In general, internal users are subject to a monthly per-user fee, while external users are subject to a monthly flat rate depending on the conditions detailed in the quote. Each project being specific, particular adaptations may be included in the quote.
All monthly subscriptions are invoiced upon software delivery, after Client approval.
If the subscription payment is not made by the scheduled date, LocalFlow may, at its discretion, suspend contract execution.
The Parties agree that all prices listed in the Quote will be subject to automatic annual revision on the contract anniversary date according to the variation of the SYNTEC index using the following formula:
P = Po × S / So
P = price after revision
Po = initial price for the first revision, then the previous revision price for future revisions
S = latest SYNTEC index published at the revision date
So = SYNTEC index value in effect on the date the Purchase Order was signed for the first revision, then value from the previous revision
In case the index is discontinued, the Parties will agree on a new index with similar effect.
4. Commitment duration
Subscription
Any year started is billed in full, at the beginning of the year.
Renewal
Contract renewal is tacit and automatic, unless terminated by the Client in accordance with these terms. Upon renewal, the contract is extended for one year.
5. Software access
The SaaS software components are available directly in the Client’s environment after configuration. For external access, they are available via URLs provided by LocalFlow. If the Client wishes to access the software through specific URLs, it is the Client’s or its web hosting provider’s responsibility to configure them.
6. Software ownership
The software components, customizations, specific developments, and documentation (collectively the “Software”) are the exclusive property of LocalFlow and are protected under copyright laws.
While LocalFlow remains the owner of the Software, You will have a right of use once you have accepted this agreement. This agreement governs all versions, revisions, or improvements of the Software provided by LocalFlow.
The use of the Software (LocalFlow components, customizations, specific developments, documentation) and any custom or specific development does not allow the Client to access source code, which remains the exclusive property of LocalFlow.
7. Software compatibility
To use LocalFlow SaaS solutions, the Client must have adequate hardware and a sufficient internet connection.
Given the diversity of hardware and usage environments, LocalFlow cannot provide an exhaustive list of compatible environments.
Unless otherwise stated, guarantees are limited to the following reference environment:
- Computer with at least a 2GHz processor, 4GB RAM, and 64MB graphics memory
- Screen resolution of at least 1024×768 pixels
- Internet connection with 2 Mbps bandwidth
- OS: Windows, macOS, iOS, Android, or Linux
- Browsers: Safari, Firefox, or Chrome
The Client is informed that LocalFlow does not control technical changes in web browsers. In case of incompatibility due to browser changes, LocalFlow has 30 (thirty) days to update the Software. If technically impossible, LocalFlow may change the application’s prerequisites.
For mobile access, the Client must have an adequate smartphone and a quality internet connection.
8. Hosting
LocalFlow's SaaS solution is hosted using CDN-type hosting for the front-end and proxy. Company data is entirely hosted by the EIS used, accessed via the standard API, by authenticated EIS users or integration users as applicable.
LocalFlow does not impose data limits other than those imposed by the platform hosting the software, but may impose limits on API access or number of connections/external visits. These limits depend on the project and must be specified in the quote. Acceptance of the quote implies acceptance of these limits.
If API usage or conditions change beyond initial expectations, the Client will be notified and an adapted solution must be agreed, possibly revising the initial contract.
9. Security
Access to LocalFlow components for internal users is granted via EIS authentication. LocalFlow ensures SSL encryption of all data transmitted through its servers and complies with the security standards required by third-party APIs, in particular the EIS API.
The Client alone is fully responsible for the use, storage, and confidentiality of the credentials and passwords that grant access to LocalFlow’s software.
For external access, the Client will provide LocalFlow with the necessary API keys and credentials. The Client is responsible for properly managing access rights and permissions for integration users.
10. Backup
LocalFlow does not handle operational data. All such data is managed by the Client's EIS platform. Therefore, LocalFlow performs no backups and cannot be held responsible for data loss.
11. Availability
Our dedicated server provider contractually guarantees availability (SLA) of at least 99.95% per year.
More at: https://www.scaleway.com/fr/bare-metal/sla/
Service access
LocalFlow makes its SaaS components available to Clients via the internet 24/7.
However, LocalFlow may restrict access for maintenance.
In cas of this situation, LocalFlow will notify the Client by any means.
Max monthly downtime
The monthly maximum software unavailability is 1%.
Maintenance between 8 PM and 8 AM is excluded from this measure.
LocalFlow is not responsible for SaaS access issues due to internet network disturbances.
Penalties
If the maximum allowable downtime is exceeded, the Client shall have the right to claim a penalty from LocalFlow.
For each hour of unavailability beyond the agreed monthly threshold, the penalty will amount to 1/100th of the monthly fee for the affected service for the month in which the excess occurred.
The total penalty cannot exceed the amount of the monthly invoice.
Availability tracking
LocalFlow implements procedures to monitor uptime and commits to reporting these metrics in good faith.
If the Client disputes LocalFlow’s measurements, they may request an independent audit, provided they notify LocalFlow at least seven (7) days in advance.
All costs associated with such an audit shall be borne by the Client.
12. Support
To ensure quality service, LocalFlow provides user support and corrective maintenance.
These services are included as part of the SaaS offering.
LocalFlow’s commitments apply only to the software components developed and supplied by LocalFlow.
13. Termination
In the event of a material breach by either Party of any contractual obligation, the non-breaching Party may send a registered letter with acknowledgment of receipt, giving the breaching Party up to one (1) month to remedy the breach.
If the breach is not cured within this period, the contract shall be automatically terminated without further notice or judicial formality.
Termination at Client’s initiative:
The Client must submit a termination request by e-mail to contact@localflow.fr. Termination of the subscription is subject to a one-month notice period.
LocalFlow is entitled to payment for all services performed up to the effective date of termination, which occurs at the end of the one-month notice period, in accordance with the agreed term.
Termination at LocalFlow’s initiative:
If the Client fails to perform any contractual obligation, LocalFlow may terminate this agreement immediately and automatically, and all amounts owed by the Client, including those due under contractual commitments, shall become immediately payable. Sources Demander à ChatGPT
14. Billing & Payments
Billing
An invoice will be issued and delivered to the Client by LocalFlow upon completion of each service (initial setup, customization, training, etc.).
The service price, subject to VAT, will be stated in euros, and the invoice will display the VAT rate in effect at the time of issuance.
Payment terms
Fees for services are payable in full immediately unless otherwise agreed in writing by the Client and an authorized representative of LocalFlow.
Late or non-payment
In accordance with Article L 441-6 of the French Commercial Code, the payment term for due amounts cannot exceed thirty (30) days end of month from the invoice date.
Any amount not paid by the due date will incur late-payment penalties as of the day after the due date, calculated at the legal interest rate applied by the European Central Bank plus ten (10) percentage points (which cannot be lower than three times the legal interest rate), together with a fixed recovery fee of €40 in accordance with Article D 441-5 of the French Commercial Code.
These late-payment interest charges will be automatically offset against any discounts, rebates, or allowances owed by LocalFlow.
The Client shall reimburse all costs incurred in recovering overdue amounts, including, but not limited to, fees of bailiffs or other judicial officers.
Under no circumstances may payments be suspended or subject to offset without the prior written agreement of an authorized representative of LocalFlow. Any partial payment will first be applied to the oldest outstanding amounts, then to more recent ones.
Refund policy
Payments received by LocalFlow are non-refundable. No refund or credit note will be granted for partially used periods. After termination, the Client will continue to have access to the service until the end of the paid period.
15. Confidentiality
LocalFlow undertakes to keep all Client information in its possession confidential (contact details, business data, examples provided by the Client, etc.). For the record, operational application data is stored in the EIS and never on LocalFlow servers.
16. Personal data
Principles for Processing Personal Data
Personal data shall be:
a) processed lawfully, fairly, and transparently with respect to the data subject;
b) collected for specified, explicit, and legitimate purposes and not further processed in a manner incompatible with those purposes;
c) adequate, relevant, and limited to what is necessary for the purposes for which they are processed;
d) accurate and kept up to date; all reasonable measures must be taken to ensure that inaccurate personal data are erased or rectified without delay;
e) retained in a form permitting identification of data subjects for no longer than necessary for the purposes for which the data are processed;
f) processed in a manner that ensures appropriate security of personal data, including protection against unauthorized or unlawful processing and against accidental loss, destruction, or damage, using appropriate technical or organizational measures (integrity and confidentiality).
Responsibility Regarding Personal Data
The Client acknowledges that:
- The Client is solely responsible for the content of the data stored in LocalFlow software, and LocalFlow performs no backups of this data outside of the EIS;
- In all cases, the Client is the Data Controller (or a higher-level data processor under GDPR) for personal data processed in the context of these services.
LocalFlow cannot verify the legality of the content processed through its servers and applications and shall not be held liable for any unlawful or illicit character of such content, which the Client expressly acknowledges.
LocalFlow is not considered a data processor for the Client under GDPR.
The Parties agree that the Client is the Data Controller for all personal data collected and processed under these General Terms, and the Client alone assumes full responsibility for compliance with applicable data protection regulations.
The Client warrants and declares that:
- They have acknowledged that LocalFlow does not store any personal data on its servers, and therefore no GDPR liability applies to LocalFlow;
- They recognize that LocalFlow has no obligation regarding personal data management beyond ensuring encryption and web-standard security for data in transit via its servers and the EIS API itself.
17. Final provisions
This Agreement, these General Terms and all related legal relationships are governed by French law.
For any dispute arising from or in connection with this Agreement or these General Terms, the courts of Toulouse (France) shall have exclusive jurisdiction, to the exclusion of any other.
Placing an order with LocalFlow constitutes full and unconditional acceptance of these terms.
Sources
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