General Conditions of Sale of Services to Professionals

1. About our company: ERP Soft hereinafter the "Company", with SIRET number [Siret number] offers the following services:

• Sale of production management software

• Assistance

• Training

2. Preamble: These General Terms and Conditions of Sale (hereinafter the "GTC") constitute the sole basis of the commercial relationship between the parties.
They govern the conditions under which the Company provides its Services to its professional customers who request them directly or by paper.
They apply to all Services provided by the Company for all customers of the same category, regardless of the clauses that may appear on a customer document, in particular its general purchasing conditions.
They are systematically communicated to the customer who requests them. Any order implies acceptance of the GTC.

3. Definitions Customer means any person who places an order by direct contact or by paper;
Order means any order placed by the Customer in order to benefit from the Company's services;
General Terms and Conditions of Sale or GTC designate this document;
Consumer designates the buyer who is a natural person acting outside of his professional activity;
Professional designates the buyer who is a legal entity or natural person acting within the framework of his professional activity;
Services designates all the services offered by the Company;
Company designates the company, more fully designated in Article I hereof.

4. Orders: Orders are placed by the Customer by direct contact or by paper means.
Sales of Services are made after a quote has been drawn up for the Customer, acceptance of this quote by the Customer and express acceptance of the Order by the Company.

5. Service provision and prices
The prices are those in effect on the day the Order is placed, as established on the quote provided to the Customer or according to the scale indicated on site to the Customer. The prices are presented. If the cost of the Services cannot be determined, a priori, with certainty, a detailed estimate will be provided to the Customer with the method of calculating the price allowing it to verify it.
For each Order, an invoice is prepared by the Company for the Customer.

6. Payment terms and conditions
Payment can be made by: Bank transfer
In the event of total or partial non-payment of the services on the date agreed on the invoice, the buyer must pay the Company a late payment penalty at a rate equal to the rate applied by the European Central Bank for its refinancing operation increased by 10 percentage points.
The financing operation selected is the most recent on the date of the order for the Services.
This penalty is calculated on the amount including all taxes (TTC) of the remaining amount due, and runs from the due date of the price without any prior formal notice being necessary.
In addition to late payment penalties, any amount, including the deposit, not paid on its due date will automatically result in the payment of a fixed penalty of 40 euros due for recovery costs.
No compensation may be made by the Customer between late payment penalties in the provision of the services ordered and the amounts owed by the Customer to the Company for the purchase of Services.

7. Performance of services: The provision of the Service ordered will be provided by: ERP Soft or one of its partners
The Company undertakes to respect as best it can the deadlines announced when the Order was placed. However, it cannot under any circumstances be held liable for delays in the performance of services caused by faults for which it is not responsible.
Furthermore, the Company cannot be held liable for reasons of delay in performance during periods of high demand, such as the end-of-year holiday periods. The Company cannot be held liable for delays caused by force majeure, i.e. due to the occurrence of an unforeseeable, irresistible event beyond the control of the Company.

8. Complaints: For all orders placed, the Customer has a right to complain within 10 days of the provision of the Service.
To exercise this right to complain, the Customer must send the Company, at the address, a declaration in which he expresses his reservations and complaints, accompanied by the supporting documents relating thereto.
A complaint that does not comply with the conditions described above will not be accepted.
The Company will reimburse and rectify the Service as soon as possible and at its own expense, to the extent possible.

9. Consumer's Right of Withdrawal: The Consumer has a right of withdrawal of 8 days from the placing of the Order, except for the products mentioned in Article L. 221-28 of the Consumer Code as reproduced below:
"The right of withdrawal cannot be exercised for contracts:
1° For the supply of services fully performed before the end of the withdrawal period and the performance of which has begun after the express prior agreement of the consumer and express waiver of his right of withdrawal;
2° For the supply of goods or services whose price depends on fluctuations in the financial market beyond the control of the professional and likely to occur during the withdrawal period;
3° For the supply of goods made to the consumer's specifications or clearly personalized; 4° For the supply of goods likely to deteriorate or expire rapidly;
5° For the supply of goods that have been unsealed by the consumer after delivery and which cannot be returned for reasons of hygiene or health protection;
6° Of the supply of goods which, after having been delivered and by their nature, are inseparably mixed with other items;
7° Of the supply of alcoholic beverages whose delivery is deferred beyond thirty days and whose value agreed upon at the conclusion of the contract depends on fluctuations in the market beyond the control of the professional;
8° Of maintenance or repair work to be carried out urgently at the consumer's home and expressly requested by him, within the limit of the spare parts and work strictly necessary to respond to the emergency;
9° Of the supply of audio or video recordings or computer software when they have been unsealed by the consumer after delivery;
10° Of the supply of a newspaper, periodical or magazine, except for subscription contracts to these publications;
11° Concluded at a public auction;
12° Of the provision of accommodation services, other than residential accommodation, goods transport services, car rentals, catering or leisure activities which must be provided on a specific date or period; 13° Of supply of digital content not provided on a physical medium whose execution has begun after the express prior agreement of the consumer and express waiver of his right of withdrawal."
To exercise this right of withdrawal, the Consumer sends a declaration to the address: ERP Soft – 50/25 Tran Hoang Na – Can Tho – Viet Nam
He will be reimbursed for all fees paid for the provision of services within 14 days following the Company's acknowledgement of his declaration of withdrawal. The reimbursement will be made by the same means of payment as that used for the purchase.
However, if the provision of services has already begun on the date the Company becomes aware of the withdrawal, the value corresponding to the provision of service already performed will be deducted from the reimbursement. The latter will be made by the same means of payment as for the purchase.

10. Legal guarantees

The Services provided to Consumers are guaranteed in accordance with the legal provisions of the Consumer Code and the Code civil law as reproduced below:
Article L.217-4 of the Consumer Code: “The seller delivers goods that comply with the contract and is liable for any lack of conformity that exists at the time of delivery.
He is also liable for any lack of conformity resulting from the packaging, assembly instructions or installation when this has been placed on him by the contract or has been carried out under his responsibility.”
Article L.217-5 of the Consumer Code: “The goods comply with the contract:
1° If they are suitable for the use usually expected of similar goods and, where applicable:
If they correspond to the description given by the seller and have the qualities that the seller has presented to the buyer in the form of a sample or model;
If they have the qualities that a buyer can legitimately expect in view of the public statements made by the seller, the producer or his representative, in particular in advertising or labeling;
2° Or if it presents the characteristics defined by mutual agreement by the parties or is suitable for any special use sought by the buyer, brought to the attention of the seller and which the latter has accepted”
Article 1641 of the Civil Code: "The seller is bound by the guarantee for hidden defects in the thing sold which make it unfit for the use for which it is intended, or which so diminish this use that the buyer would not have acquired it, or would have given only a lower price for it, if he had known them."
The Services sold to Professionals also benefit from the guarantee provided for in Article 1641 of the Civil Code.
The guarantee is limited to the replacement

11. Processing of personal data: The purchase by the Customer may result in the processing of his personal data. If the Customer refuses the processing of his data, he is asked to refrain from using the Company's services.
This processing of personal data is done in compliance with the General Data Protection Regulation 2016/679 of April 27, 2016.
Furthermore, in accordance with the Data Protection Act of January 6, 1978, the Customer has, at any time, a right to query, access, rectify, modify and oppose all of his personal data by writing, by mail and providing proof of identity, to the following address ERP Soft - 50/25 Tran Hoang Na - Can Tho - Viet Nam
This personal data is necessary for the processing of his Order and the preparation of his invoices if applicable, as well as for the improvement of the services offered on the Company.

12. Sharing of collected data
The Company may use third-party companies to carry out certain operations.
The Customer accepts that third-party companies may have access to their data to enable the completion of their order.
These third-party companies only have access to the data collected in the context of carrying out a specific task. The Company remains responsible for the processing of this data.
In addition, the Customer may receive information or commercial offers from the Company or its partners.
The Customer may at any time object to receiving these commercial offers by writing to the Company's address indicated above.
In addition, Customer information may be transmitted to third parties without their express prior consent in order to achieve the following goals:
Comply with the law
Protect any person against serious bodily harm or even death Fight against fraud or attacks on the Company or its users
Protect the Company's property rights.

13. Data Protection: The Company ensures an appropriate level of security proportional to the risks incurred and their probability, in accordance with the General Data Protection Regulation 2016/679 of April 27, 2016.

However, these measures do not constitute a guarantee and do not commit the Company to an obligation of results concerning data security.

14. Cookies: To allow its Users to benefit from optimal navigation on the Site and better functioning of the various interfaces and applications, the Company may install a cookie on the User's computer. This cookie is used to store information relating to navigation on the Site, as well as any data entered by Users (in particular searches, login, email, password).
The User expressly authorizes the Company to place a file called a "cookie" on the user's hard drive.
The User has the option to block, modify the storage period, or delete this cookie via the interface of his browser. If the systematic deactivation of cookies on the User's browser prevents him from using certain services or features of the Site, this malfunction cannot in any case constitute damage for the member who will not be able to claim any compensation for this reason.

15. Modifications: The information appearing in the catalogs, prospectuses and price lists of the Company are given for information purposes only and are subject to revision at any time.
The Company is entitled to make any changes it deems useful.
When placing an Order, the Customer is subject to the provisions set out in the General Terms and Conditions in force when the order is placed.

6. Intellectual property
The brand, logo and graphic charter are registered trademarks whose ownership belongs exclusively to the Company. Any distribution, exploitation, representation, reproduction, whether partial or complete without the express authorization of said company will expose the offender to civil and criminal prosecution.

7. Jurisdiction clause: The law governing the T&Cs is French law. Any dispute that may arise between the Company and a Customer during the execution of the T&Cs will be subject to an attempt at amicable resolution. Failing this, disputes will be brought to the attention of the competent courts of common law.

18. Customer acceptance: The Customer expressly accepts the T&Cs. He declares that he is aware of them and waives the right to rely on any other document, in particular his own general terms and conditions of purchase.