Terms and conditions of sale

Article 1 – Preamble

NEW IVS, hereinafter the Lessor, specialises in the development of software solutions for image processing and video analytics.NEW IVS has developed a compact PLUG & PLAY tool, hereinafter IVStore, consisting of a housing containing a nano-computer and two cameras for image capture, combined with image analysis software accessible directly online in SaaS mode, or on smartphones.IVStore has been designed specifically for retail and is intended to provide a better understanding of customer behaviour in stores.The Owner wishes to benefit from the services provided by IVStore, which IVS accepts on the terms set out below.

Article 2 – Definitions

Unless otherwise specified, the following terms and expressions have the meaning given to them below where they appear with an initial capital letter, whether in the singular or the plural, in this contract and in any other document issued by NEW IVS.

IVStore: means the image capture equipment and the associated image processing service accessible in SaaS mode, in which the Lessor holds and retains all intellectual property rights.Owner: means the professional, whether a natural person or a legal entity, wishing to have IVStore and who is responsible for paying the rent.Seller or NEW IVS: means the company NEW IVS.Equipment: means the image capture and image processing equipment made available on the Lessee’s premises.User: means the person placed under the Lessee’s responsibility (an employee granted access to IVStore authorised by the Lessor).Services: means the image processing carried out with a view to its use by the Lessee.Site: means the website available at www.ivstore.fr, enabling the Lessee to access the IVStore Services with a personal username and password.

Article 3 – Contractual documents

The contract of sale comprises the following contractual documents, listed in decreasing order of precedence:

• The order form
• These general conditions of rental

In the event of a contradiction, the document of higher rank shall prevail. The documents listed above constitute the entirety of the commitments existing between the parties. They replace and cancel any previous commitment, whether oral or written, relating to the subject matter of the contract.

Article 4 – Purpose of the contract and acceptance

The purpose of this contract is to define the general conditions of sale of IVStore granted by the Seller.The Owner expressly acknowledges having read and accepted these general conditions of rental prior to signing the order form.

Article 5 – Delivery of the Equipment – Acceptance

The Seller shall deliver the Equipment to the place specified in the order form.The Owner acknowledges having full knowledge of the features of the equipment they have chosen entirely freely.In particular, the Owner declares having satisfied themselves, before entering into this contract, that their premises are technically suitable for the installation of the Equipment.The Owner undertakes to take delivery of the Equipment under their sole responsibility, at their own risk, and to sign the delivery note recording the conformity and proper operation of the Equipment.The Owner may not refuse delivery for reasons other than non-conformity or malfunction of the Equipment.In the event of non-conformity or malfunction of the Equipment, the Owner undertakes to inform the Seller by email within a maximum of 3 days from delivery and to provide all relevant information about the defects observed. Failing that, taking possession without reservation constitutes acknowledgement by the Owner that the Equipment delivered is compliant.Installation and commissioning of the Equipment are the responsibility of the Owner.

Article 6 – Transfer of risk

The Owner acknowledges that, from the moment they take possession of the Equipment, they are liable in their capacity as custodian for all damage that may be caused to property or persons and resulting from the use of the Equipment, whatever the cause.The Owner is also liable for any partial or total deterioration or destruction of the Equipment installed on their premises.

Article 7 – Access to and licence to use the Services

7.1 – Access to the Services

To access the IVStore Services, the Lessee must first configure the equipment by following the simple procedure provided, then connect to the NEW IVS server available at www.ivstore.fr and enter their credentials in the fields provided for that purpose.It is recalled that the Services may be used only by persons authorised by the Lessee and under the Lessee’s responsibility.

7.2 – Licence to use the Services

Under this contract, the Lessor grants the Lessee a personal, non-exclusive, non-assignable and non-transferable right to use the Services for the entire term of the contract.The Owner may use the Services only in object code form and solely for the internal operating requirements of their business, in accordance with the article “Liability of the Owner” hereof.The right of use means the right to display and operate the Services in accordance with their intended purpose in SaaS mode via an internet connection.The Owner may under no circumstances make the IVStore Service available to a third party and is strictly prohibited from any other use, in particular any adaptation, modification, translation, arrangement or decompilation, this list being non-exhaustive.The Owner reserves the right to suspend the Lessee’s access to the IVSTORE service if it is established that the user of that service is a natural person or legal entity competing with NEW IVS.

Article 8 – Effective date – Term

This contract is concluded and irrevocably accepted on the day the order form is signed by the Owner.The contract is concluded for a term of 36 months and takes effect on the first day of the month following the date of delivery of the Equipment stated on the delivery note.The contract is renewable by tacit renewal for successive periods of 12 months, unless one of the parties gives notice of its intention not to renew the contract by registered letter with acknowledgement of receipt, observing a notice period of 3 months before the contract expires.

Article 9 – Financial conditions

9.1 – Price – Invoicing

The amount of the sale is stated exclusive of tax on the order form and gives rise to monthly invoicing, payable in cash and in advance.NEW IVS reserves the right to revise the amount of the sale when the contract is renewed.

9.2 – Suspension

Any invoice unpaid on its due date gives rise to the sending by the Owner of a reminder email to the Lessee.Failing payment of the sums due within 48 hours of that email being sent, the Owner reserves the right to suspend access to the IVStore Services.

9.3 – Payment terms and late payment

Any non-payment, rejection or late payment, even partial and unjustified, of a single invoice or instalment automatically entails:

• The application of late-payment penalties calculated from the day after the invoice due date until payment in full, equal to the rate applied by the European Central Bank (ECB) to its most recent refinancing operation in force at the time this clause is applied, plus 10 percentage points.
• The application of a fixed indemnity for recovery costs of €40.00 (FORTY EUROS), without prejudice to any other right or remedy available to NEW IVS.
• Where the recovery costs incurred exceed the amount of that fixed indemnity, NEW IVS may claim additional compensation on production of supporting evidence (article L 441-6 of the French Commercial Code).

Article 10 – Insurance

The Owner undertakes to take out, no later than the day the Equipment is made available, insurance covering that Equipment for the term of the rental against the risks incurred, such as loss, theft, deterioration, destruction, fire and explosion, whatever the cause.That insurance must also cover the consequences of the Owner’s civil liability arising from the use and/or custody of that Equipment.The Owner undertakes to provide, on the Seller’s first request, the certificate of the insurance taken out, showing cover for the risks referred to above.The Owner shall inform the Seller by email within 48 hours of the occurrence of any loss affecting the Equipment.

Article 11 – Obligations of the Lessee

The Owner undertakes to ensure payment for the sale in accordance with the provisions of article 9 “Financial conditions”.The Owner expressly undertakes to use the rented Equipment for the purpose for which it is normally intended.The Owner is expressly prohibited from subletting or assigning the Equipment.The Owner may move the equipment where this proves necessary, on condition that they obtain the prior express authorisation of the Lessor.The Owner undertakes to inform the Seller of any new installation location for the equipment, in particular in the event of relocation or for any other reason.

Article 12 – Obligations of the Lessor

The Seller undertakes to make available to the Owner Equipment in perfect working order.The Seller undertakes to use its best efforts to ensure the proper operation of the Services on the terms of article 16 below.

Article 13 – Termination

13.1 – Termination for breach of obligations

The contract may be terminated before its term by either party if the other fails to meet its commitments.In that case, the party wishing to terminate the contract must give the other party formal notice to comply with its commitments, by email.If, on expiry of a period of 15 days from the date the formal notice was issued, the other party has not complied with its obligations, this contract shall be terminated automatically by the sending of a second letter by post.The letters referred to in this article are to be sent:

• To the Owner: at the postal address given on the order form
• To NEW IVS: at the address given on the order form.

13-2 – Automatic termination

The contract is terminated automatically where the Lessee becomes subject to receivership or compulsory liquidation proceedings, after formal notice sent by registered letter with acknowledgement of receipt to the Administrator, subject to the provisions of article L.622-13 of the French Commercial Code. This contract is also terminated automatically in the event of the cessation of business, dissolution or voluntary winding-up of the Lessee.

Article 14 – Consequences of termination of the contract

14.1 – Payment

The Owner undertakes to ensure payment of the sums remaining due on the day the contract effectively terminates.

Article 15 – Maintenance

NEW IVS may have to interrupt the IVStore Services in whole or in part for maintenance necessary to their proper operation. The Owner will be notified as far as possible, and subject to the urgency of the operation, by a personal notification or at the very least by a notice on the Site.Maintenance operations will be carried out outside business hours as far as possible.

Article 16 – Liability of the Lessee

IVStore is used under the sole responsibility of the Lessee.In the event of abnormal use or unlawful operation of IVStore, the Lessee is solely liable for damage caused to third parties and for the consequences of any claims or actions that may arise from it.The Owner also waives any recourse against NEW IVS in the event of proceedings brought against NEW IVS by a third party as a result of the unlawful use and/or operation of IVStore.The Owner undertakes generally to comply with all applicable regulations and refrains from infringing the rights of third parties.The Owner undertakes to use IVStore personally or through the Users placed under their responsibility, and not to make it available to third parties.IVStore is made available under the sole responsibility of the Lessee.

Article 17 – Liability of IVS

NEW IVS uses its best efforts to ensure the proper operation of IVStore within the limits of liability provided for in this contract.The Service and the Site are in principle accessible 24 hours a day, 7 days a week. However, NEW IVS accepts no liability, this list being non-exhaustive:

• in the event of interruption of the Site or the Services for technical maintenance operations as referred to in article 15;
• in the event of interruption of the Site and/or the Services, or of restricted network access, resulting from the act or omission of a third party and entirely beyond the control of IVS;
• in the event of unavailability, overload or any other cause preventing the normal operation of the network used to access the Site and/or the IVStore Services;
• in the event of abnormal use or unlawful operation of the Site and/or the Services;
• in the event of the loss by the Owner of their username and/or password, or of the misappropriation of their identity.

Article 18 – Intellectual property

NEW IVS holds the intellectual property rights in the elements made available to the Owner under this contract, in particular the IVStore Services.These elements are made available to the Lessee solely for the term of the contract and for the purposes of performing the subject matter of the contract.The presentation and content of these elements together constitute a work protected by the intellectual property laws in force.

Copyright

The text, images, drawings and layout, as well as the visual identity of the Site and of the IVStore Services, are protected by intellectual property law. It is prohibited to copy, extract, distribute or modify the content of the Site or of the IVStore Services for commercial purposes. Downloading and printing text, images and graphic elements are permitted for private, non-commercial use only.

Trade marks

The trade marks and logos appearing on the Site are registered and protected trade marks.Any reproduction, in whole or in part, of the trade marks and/or logos present on the Site without the express authorisation of NEW IVS constitutes infringement, punishable under articles L.713-2 et seq. of the French Intellectual Property Code.

Article 19 – Data generated by the operation of IVStore

The parties agree that the data generated by the use of IVStore is and remains the property of the Lessee. However, IVS reserves the right to use that data solely for the purposes of improvements to be made to the IVStore Services, and for statistical purposes, which the Lessee expressly accepts.

Article 20 – Assignment of the contract

The parties expressly acknowledge that the Lessor may assign all the rights and obligations under this contract to any third party it may substitute for itself.The transfer of the contract covers all the rights and obligations arising for the parties hereto. The assignee shall be substituted for the assignor and the Lessee undertakes to pay the rent to the assignee.The assignment of the contract shall be formalised by a written agreement between the assignee and the Lessee.

Article 21 – Notices

Notices required under this contract shall be deemed to have been sent if they are sent by email to the other party at the address stated on the order form.Either party may change its address for notices by informing the other party in writing in the manner set out above.

Article 22 – Language of the contract

French is the official language of the contract.

Article 23 – Severability

Should any part of the clauses of this contract prove to be void, invalid or unenforceable for any reason whatsoever, the term or terms in question shall be deemed not to exist and the remaining terms shall retain their full force and scope and shall continue to apply. The terms deemed not to exist shall then be replaced by terms that come closest to the content and meaning of the clause set aside.

Article 24 – Applicable law and competent jurisdiction

This contract is governed by French law. Any dispute between the parties relating to their commercial relations, and in particular to the conclusion, interpretation, performance or termination of this contract concerning the use of the Services, shall be submitted to the exclusive jurisdiction of the courts of the place of NEW IVS’s registered office, even in the event of an action on a warranty or of multiple defendants.