General conditions applying to the site oplit.com and the use of services for professionals using the Oplit SaaS solution.
GENERAL TERMS OF SALE
The present general terms apply between Oplit, a Simplified Public Limited Company with a capital of 1176.50 Euros, whose registered office is located at 14/30 rue de Mantes 92700 Colombes, registered with the Nanterre Trade and Companies Register under number 887 958 072, represented by Mr. Thibaut Wilhelm, acting in his capacity as President, duly authorized for these purposes; and the client (hereinafter referred to as the "Client"), who has subscribed to a service provision contract (hereinafter the "Subscription Contract"). Oplit and the Client are collectively referred to hereinafter as the "Parties".
Oplit offers services to professionals on its website accessible at https://oplit.fr, including a software application usable as a service, by subscription, allowing in particular:
To simulate production strategies and visualize the associated load-capacity balance;
To monitor production output and its alignment with production objectives;
To analyze the performance of past production plans in order to identify improvement levers.
IT IS PREVIOUSLY STATED THAT
Oplit specializes in the field of software and SaaS application publishing ("Software as a Service"). It markets online application solutions designed for planning and production control that it has conceived and developed in SaaS mode.
The Client wishes to use certain SaaS services offered by Oplit for the exercise of its professional activity.
In the context of Oplit's duty to inform and advise, the services of Oplit have been presented in detail to the Client, particularly during a demonstration and/or through a documented commercial presentation.
Consequently, the Client acknowledges and declares:
To have received all the prerequisites necessary for the functional and technical installation and use of the Services; To have had the time to consult the documentation that has been provided to them and to have understood the presentation made regarding Oplit's solutions, such that they commit fully informed;
To have taken the necessary time and have the required skills to assess the relevance of using Oplit's services according to their needs.
The Client acknowledges that the degree of pre-contractual information provided by Oplit is understood within the limits of its knowledge of the Client's projects and needs as they have expressed them and within the limits of the Client's IT infrastructure.
After ensuring the alignment of the services offered by Oplit with its needs and constraints, the Client has decided to enter into a subscription contract for the Services under the terms and conditions of the Contract, consisting of a Subscription Contract specifying the Scope of Services as well as these general terms.
The Client has the ability to save and print these general terms using the standard features of their browser or computer.
THE FOLLOWING IS AGREED:
DEFINITIONSContract : contractual set agreed upon by the Parties, including these general terms, any orders made by the Client under this contract, and other expressly mentioned documents, as well as reports, studies, and plans provided by Oplit in execution of this contract.
Effective Date : date when the provisions of the Contract take effect as set by the Contract, or in default, the date when the Services begin.
Intellectual Property Rights : any intellectual, industrial or artistic property rights, such as patents, trademarks, designs, know-how, software, and any rights or similar elements or equivalents.
Deliverables : any report, tool, solution, or system agreed upon in the Contract and Appendix 1, or defined by the Parties and which must be delivered to the Client.
Services : services whose execution is entrusted to Oplit under the Contract, detailed in section VIII of the Contract and in Appendix 1.
SLA or Service Level Agreement : describes the service commitments made by Oplit and attached as Appendix 2.
Application Solution : management and monitoring tool of the load-capacity balance process designed and developed in SaaS mode providing, not exhaustively:
A visualization and simulation interface of load and capacity for upcoming weeks or months;
A tracking interface for production objectives based on production outputs (extracted from SAGE);
OBJECT OF THE CONTRACT
The Contract aims to define the technical, legal, and financial conditions for the execution by Oplit for the Client of the Services detailed in section VIII of the Contract and in Appendix 1.
CONTRACTUAL DOCUMENTS
The contractual documents constituting the Contract are the articles of the Contract and the Appendices. The parties voluntarily waive the application of their respective general terms of sale or purchase, which are therefore expressly excluded. The Parties declare that they have freely negotiated all the terms and conditions of the contract. It thus constitutes a negotiated contract within the meaning of Article 1110 of the Civil Code.OBLIGATIONS OF THE PARTIES
1. General obligations of the PartiesDesignate a representative able to represent them who has the authority to make or have made the decisions necessary for the proper execution of the Services;
Execute in good faith the obligations imposed on them by the Contract;
Ensure the availability, cooperation, and competence of their personnel dedicated to the execution of the Services.2. Oplit's Obligations
Provide the Services with the competence in force in the profession and in accordance with the provisions of the Contract and the applicable rules of the trade;
Strictly comply with any legal or regulatory obligation, particularly concerning employment;
Has an obligation to advise the Client on any choice or request made by them of which they have directly or indirectly knowledge and which could impact the objectives attached to the realization of the Services;
Must alert the Client to any event of which they have directly or indirectly knowledge, which could affect the Services or the commitments of the Parties, including if this event is attributable to the Client;
Commits to deliver the Services in accordance with the SLA in Appendix 2.
3. Client's ObligationsProvide Oplit with all the elements on its part when Oplit requests them (users, list of load positions, load data, production outputs, list of machines, standard parameters);
Also ensure access to its premises, if necessary, to Oplit's personnel for the activities that must take place there and provide the means necessary for the execution of these activities;
Put Oplit's collaborators in touch with all the people in its company concerned by the execution of the Services;
Proceed in the agreed deadlines or, failing that, as soon as possible to the validations on its part in the event that validation is provided for.
EFFECTIVE DATE – DURATION
The Contract comes into effect on the date of its signature known as the Effective Date. The Contract is concluded for a duration of 1 year, renewed by tacit agreement for successive periods of 1 year. It may be terminated by either party with three (3) months' notice before the initial term or the renewal term by registered letter with acknowledgment of receipt or termination by either Party in accordance with the provisions of Article 18.
EXECUTION MODALITIES OF THE SERVICES
The Client and Oplit have agreed on a deployment methodology for the Application Solution. This methodology is listed in Appendix 3.
MODIFICATION OF SERVICES OR THEIR SCOPE
The Client reserves the right, at the beginning of the execution of the Services, to extend the Services to other sites or subsidiaries under the conditions provided for in Appendix 1. However, any modification of the Services must be subject to a written agreement between both parties.
SERVICES AND FUNCTIONS
1. Descriptions of features and servicesThe features included in the Application Solution designed and developed in a "Software As A Service" mode and offered by Oplit include a web application that allows, without limitation, to:
Visualize in graphical form the load and capacity of a production site for the upcoming weeks or months;
Simulate events that may impact load and capacity for the upcoming weeks or months (e.g., Maintenance, absences);
Track the realization of production objectives based on production outputs (extracted from SAGE).
2. LanguagesOplit will make its best efforts to ensure that the Application Solution is available in another language within fifteen days of the Client's written request.
3. Oplit's failureIn the event of a major failure by Oplit, ceasing development or maintenance of the Application Solution, or the cessation of its activity, the Client may receive the source code free of charge and continue to use the Solution for its own needs only. It is expressly agreed between the parties that the Client may not market the Application Solution to third parties, even free of charge. In the cases referred to in this paragraph, the Client expressly commits to comply with all the provisions set out in Article XII "Intellectual Property".
4. Client's Data (in operation)The Client owns the data integrated into the Application Solution based on the Client's data. It is understood that the Client authorizes Oplit to use the data entered by the users of the Application Solution in order to allow its solution to function under the conditions provided by the Application Solution. Oplit commits not to transmit, assign, or allow third parties access to the Client's data unless there is written authorization from the Client.
The data must be transferable to a server so that the Client can not only archive them in its environment but also exploit them at will. Oplit commits to transmit this data to the Client upon written request from a duly authorized person from the company. Regarding personal data, Oplit commits to comply with applicable legal provisions, the SLA in Appendix 2 and the specific commitments in Appendix 4. The data must be transferable to the Client in a format that can be used by the Client within one (1) month after the contract ends.
FINANCIAL TERMS
1. PriceThe Services, object of this Contract are carried out by Oplit at the rate mentioned in Appendix 1. This rate is firm and fixed for the tasks and deliverables agreed upon. By express derogation from Article 1195 of the Civil Code, the Parties accept to bear the risks resulting from the occurrence of unforeseen circumstances and therefore waive the right to seek termination of the Contract or renegotiation of its terms and conditions, even in the event of changes in unforeseen circumstances that would render performance of the contract excessively burdensome.
The travel expenses of Oplit may be reimbursed on the basis of actual expenses within the limits of the client's applicable travel policy. The Client must confirm that they will bear the costs in advance.Invoicing
Invoicing will be at the level of each legal entity of the Client's group that uses the Application Solution. If a legal entity has multiple establishments, invoicing will be done at the legal entity level. Invoicing will be done quarterly in advance. In cases where the Contract validation occurs outside these dates, the invoicing will be on a pro-rata basis for the remaining days of the quarter and triggered on the day of the contract signature.
Payment will occur on the 30th of the month. Invoicing will be in euros and payment will also be in euros. Payment will be made by bank transfer to the bank account provided by Oplit. Any unjustified delay in payment will incur penalties under the conditions provided for by the provisions of Article L 441-6 of the Commercial Code.
PERSONNEL1. Status of Oplit's personnel
The Services will be carried out by personnel or agents of Oplit who remain under the authority and exclusive responsibility of Oplit. In case of intervention on the Client's site, they will comply, for the proper execution of the Services, with the internal regulations of the Client's site that the latter will have communicated to them in advance.
Oplit declares that it has fulfilled all its obligations under Articles L.8211-1 of the Labor Code relating to hidden work. It certifies also on its honor that it has not been the subject, during the last five years, of a conviction recorded in criminal record number 2 due to offenses referred to in Articles L.8221-1, L.8221-3, L.8251-1, L.8231-1, L.8241-1 of the Labor Code. These provisions must be applied and bind Oplit throughout the duration of the Contract.
2. Non-solicitation and non-poaching of participantsEach Party agrees not to poach, hire or have directly or indirectly work any person who has participated on behalf of the other Party in the execution of the Services provided for in the Contract, unless prior written consent of the other Party is obtained. This obligation is valid for the duration of the execution of the services increased by twelve (12) months after the end of the contract.
LIABILITY / WARRANTY
Oplit guarantees the execution of the Services under the conditions agreed upon in the SLA in Appendix 2. It must make all efforts to implement the commitments made, particularly regarding response times to issues and their resolution.
Oplit determines alone the composition of its team and ensures its supervision solely. The agents, representatives, and/or collaborators employed by Oplit for the performance of this contract remain under its sole control and direction.
The liability of each Party may be engaged under common law conditions for the sole direct and foreseeable damages suffered by the other Party, resulting from a failure to fulfill its contractual obligations as defined herein. The Parties therefore waive any claim against the other Party for any reason whatsoever, for indirect damages, including loss of earnings, loss of opportunity, commercial and financial harm, increased overheads, or losses arising from or resulting from the performance of this contract.
Moreover, in the event of a failure to one of its obligations under these terms, each Party assumes full responsibility for the consequences resulting from its faults, errors, or omissions and for any damages caused to third parties.
INSURANCES
Each Party guarantees the other Party that it has taken out the necessary insurance policies to ensure and guarantee the consequences of its professional civil liability in the event that it is engaged, in order to cover the financial consequences of damages for which it would be liable, which will be attached in Appendix 5. Each Party agrees to maintain these insurance policies for the entire duration of the execution of this contract.
INTELLECTUAL PROPERTY
1. Ownership of rightsThis Contract does not confer the Client any intellectual property rights of any kind on the Application Solution "Software As A Service" developed by Oplit, which remains its full property, which the Client expressly acknowledges and accepts under these terms.
2. Client's BrandThe Client owns its own brand and grants no usage rights to Oplit within the scope of this Contract. The Client authorizes Oplit to use the logo and its name as a commercial reference. Any other usage must have written authorization.
CONFIDENTIALITY
Unless expressly stated otherwise, all information exchanged between the Parties, before or after the effective date of the Contract, or brought to the knowledge of one of the Parties in the course of the execution of the Services, is or has been confidential and may only be used for the needs of the Contract.
Both on their own behalf and on behalf of their collaborators, the Party receiving information agrees to the following:
- Not to use the confidential information for purposes unrelated to this Contract;
- Not to communicate all or part of this information to a third party without the prior written agreement of the other Party;
- To disclose this information only to the members of its staff who need to know it for the execution of the Services and to ensure that they commit to respect the terms of this confidentiality clause;
- Not to copy or reproduce, in any manner, this information other than that necessary for the execution of the present.
This commitment will remain in force for three (3) years after the expiration or termination of these terms.
FORCE MAJEURE
None of the Parties may be held responsible towards the other Party in cases where the execution of its obligations is delayed, restricted, or rendered impossible due to the occurrence of a force majeure event.
Force majeure should be understood as the occurrence of an event meeting the characteristics of unpredictability, irresistibility, and externality to the Parties usually recognized by law and French courts. The Parties expressly recognize that the following events have the characteristics of force majeure and will have the same effects: viruses, attacks, or any act leading to the paralysis of the internet network or blocking the use of IT materials and solutions.
The Party affected by a force majeure event or one of the aforementioned events commits to notify the other Party without delay, as soon as possible. The obligations of the Parties will then be suspended for the entire duration of the event for a period not exceeding three (3) months. The Parties will come together to determine the most appropriate means to mitigate, if possible, the consequences of the event(s) constituting force majeure.
If the force majeure event is expected to last beyond the above period, either Party may terminate this Contract, by right, without prior notice and without any right to compensation of any kind, by sending a registered letter with acknowledgment of receipt that takes immediate effect. This letter must mention the intent to apply this clause.
ASSIGNMENT OF THE CONTRACT
The Contract may not be assigned in whole or in part by one Party without the prior written agreement of the other Party.
SUBCONTRACTING
Oplit may subcontract part of the Services. In this case, Oplit commits to inform the Client in writing, including by email, of its intention to subcontract at least five (5) days before the intended conclusion of the subcontracting contract.
TERMINATION
Each party has the ability to terminate this contract under the conditions provided for in Articles 1226 and subsequent of the Civil Code, subject to the sending of a formal notice to the defaulting party that remains unremedied for a period of one (1) month, followed by notification of termination to that party.
CONSEQUENCES OF END OF CONTRACT
At the end of the Contract, whether due to its normal expiration, its termination, or its resolution, Oplit will recover the materials or documents owned by it that have been deposited on the Client's site and will return those that have been made available to it by the Client. The provisions of this contract intended to survive its end will continue to have effect, particularly Articles 10, 12, 13, 18, 19, 20.
The Client will retain ownership of all equipment provided by Oplit within the scope of this contract, but will no longer have access to the services and online Services.
GENERAL CLAUSES
1. Independence of the Parties
Each Party to these presents constitutes an independent legal entity, and acts on its own behalf and under its sole responsibility. The Contract does not constitute an association or a mandate given to one Party by the other Party.
2. Entirety
The Contract expresses the entirety of the obligations of the Parties. It prevails over any other document issued or signed by the Parties, including their general terms of sale or purchase, or any prior written or verbal agreement concerning the same subject. Any modification made to the Contract must, in order to be valid, be the subject of an amendment signed by the authorized representatives of each of the Parties.
3. Non-competition
The Client expressly agrees not to develop and/or have developed any competing product to Oplit's Solutions or any product exhibiting features and/or a purpose substantially similar to those, for the entire duration of the Contract and a period of three (3) years from the end of said Contract for any reason whatsoever.
4. Notification
Unless otherwise provided, any notification to either Party required under the terms of the Contract must be made by registered letter with acknowledgment of receipt to the address indicated at the beginning of these terms, or to an address specified later in writing by one of the Parties to the other Party.
APPLICABLE LAW – DISPUTES
The applicable law for all disputes likely to arise in connection with the Contract, particularly regarding its existence, validity, formation, interpretation, execution, or termination is French law. In case of a disagreement resulting from the Contract or relating to it, the Parties agree to seek an amicable solution before any judicial action.
Any dispute arising from pre-contractual relations, or related to the validity, execution, termination, or interpretation of the Contract will be submitted, failing an amicable agreement, to the exclusive jurisdiction of the Paris Commercial Court to which the Parties expressly attribute jurisdiction even in the case of multiple defendants, call for guarantee, urgency, or summary proceedings, or opposition on injunction to pay.