Conditions Générales de Vente

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Ivogroup L.LC.
Limited Liability Company
108 West 13 th Street
Wilmington, Delaware 19801, USA
SRV 08047331-4530908
www.ivociel.com

General Sales Conditions.

The present document defines the general conditions of sale or use of the software " Ivociel " belonging to IVOGROUP as well as any computing services or projects implemented by the teams of IVOGROUP.

Of the simple fact of the demand of intervention (written, email, phone or the other means) the customer ( physical or moral person) accepts the general conditions of sale of computing services, sale of licenses of software or conception of software established by IVOGROUP.

These conditions take him on documents and correspondence of the safe customer in the presence of a specific contract signed between both parties.

Article 1 - sale of licenses of Software or Software packages

The software is non-transferable and cannot be reproduced in all or in part unless otherwise agreed, without the preliminary agreement and written by IVOGROUP. IVOGROUP grants to the Customer, the rights to use its Software packages on equipments beforehand defined by the technical documentation and for the number of acquired licenses.

IVOGROUP preserves the rights, the intellectual property of Software packages and documentation as well as privileges being connected with it. The Customer recognizes that the Software package and the Documentation contain confidential information and secrets of factory the property of which IVOGROUP preserves, and makes as a consequence a commitment to limit the access to the Software package as well as has the Documentation to the only employees in offices,otherwise advised by IVOGROUP.

IVOGROUP forbids as a consequence the Customer to reproduce, to adapt or to market the Software package without its express authorization. The Customer refrains to decompile, to dismantle, to make decompile, make dismantle, exceed or dismantle the system of protection integrated into Software packages. He will maintain in good condition all the mentions of property and copyright which will be carried of Software packages (program and documentation)

 

The Customer recognizes that, because of their complexity, IT programs are rarely exempt from any defect or error and, that as a consequence, it is possible that the software published by IVOGROUP contains it. The license is concluded between both parties in full knowledge of the likely existence of these defects or errors. The Customer makes a commitment not to consider the discovery of such defects as a neglect of IVOGROUP in his obligations.

Article 2 - Software Service contracts.

If the customer suspects an error in a Software package, he will have to inform IVOGROUP about it at once and establish a demand of correction to allow IVOGROUP to correct her(it). IVOGROUP will try hard, for the reasonable period(delay), to correct this error and to emit(utter) a version up to date of the Software package to the advantage of the Customer.

However, if IVOGROUP judge more convenient , he can advise the Customer to use the other means to resolve the problem. IVOGROUP will have no obligation to proceed to such a corrective action for the definite period, being only competent to appreciate the nature and the area of the measures to be taken and means to be implemented.

However, if IVOGROUP noticed finally that such an error did not exist, the Customer will have to pay the services of IVOGROUP for the current price listand pay off to him his reasonable expenses of journey and accommodation. IVOGROUP will determine only the opportunity, the interest, the date of availability and the frequency of the Updates of the Software package.In particular, IVOGROUP guarantees on no account that an updated version includes all the corrections necessary or waited by the Customer and that, further to its installation, the Software package can work without abnormality or bug. The obligation of IVOGROUP to supply the services of assistance and maintenance is subordinated to a normal use of its software packages by the Customer.

She does not apply to the Software package which would have been modified without the written preliminary approval of IVOGROUP or which would be subjected to physical or electric conditions not corresponding to the specifications indicated in the documentation of the Material and the Software package. Also, IVOGROUP will be released at once from all its obligations by virtue of the present contract and can suspend by rights the execution:

  • - If the Software package was the object of an intervention with the aim of its maintenance or repair, by others than staff authorized by IVOGROUP, without written prior authorization of IVOGROUP.
  • - In case the Customer would stop respecting the specifications recommended by IVOGROUP and with whom the Customer recognizes to have acquainted.
  • - In every case where the Customer would come to miss in the one some of his obligations at the end of the present contract.
  • - Refusal of the Customer to benefit from a new Update.

    Article 3 - Computing Services and Advices.

    IVOGROUP excludes expressly any express or implicit guarantee concerning the services and the advice as well as the equipments and produced which can be supplied with execution either on the occasion of a service, including but without limitation, any express or implicit guarantee of commerciability or of suitability for a particular usage.

    Within the service to the Customer, this one will have to insure the staff of IVOGROUP the free access to premises, and communicate him any information necessary for the execution of the service. The customer will give access to an outside telephone line. The customer will appoint as interlocutor of IVOGROUP, a unique representative having authority to make the necessary decisions in the name of the Customer.A representative of the Customer capable of defining needs and services or errors and breakdowns will also have to be present.

    The dates of intervention are fixed in agreement with the Customer. In case of cancellation or of adjournment a compensation(allowance) equivalent to 30 % of the service will be demanded to the Customer. The supply of consumables and the works of electric connection are excluded in conformance with the services except as otherwise provided from the order or from the contract.IVOGROUP emits a notice or a proposition on a choice of equipment or software, it is up to the customer to make the decision of investment. We cannot blame IVOGROUP for having failed in his duty of advice and for having made a bad choice of equipment.

    Article 4 - Responsibility of Ivogroup.

    IVOGROUP makes a commitment to bringing any diligence for the execution of its services. He cannot however be held person in charge of consequential damage or operating losses claimed by the Customer. In any case and if the responsibility of IVOGROUP was held for direct damages,she could not exceed the amount of the royalty perceived in conformance with every period and that of the global royalty in case of subscription of the license for a period of protection of the Software package.

    Besides, it was expressly advisable that IVOGROUP will be kicked away of any responsibility at the rate of the delays or the defects of execution of the contractual obligations which fall to him and which would be the consequence of facts recovering from the force majeure or from the coincidence. It was expressly advisable that, by coincidence or force majeure, we understand an event unpredictable, irresistible, insuperable and outside the company.IVOGROUP guarantees to the Customer that she is a holder of an insurance in professional civil liability allowing him to indemnify her customers of damages possibly caused in their equipment by the one some of the members of her staff during the operations of installation or maintenance. The Customer declares to accept the characteristics and the limits of the Internet network.The data on Internet circulating on heterogeneous networks in the diverse technical capacities, the reliability of the transmissions cannot be guaranteed. All the services supplied by IVOGROUP can be used only in a licit purpose.

    The Customer recognizes that IVOGROUP is completely authorized to quote its name as commercial reference except express demand of the Customer. IVOGROUP does not assume an obligation of profit but means for all services. In particular IVOGROUP cannot be considered as person in charge of the speeds of accesses or slowings down of the network a owner of which he is not.On no account, the responsibility of IVOGROUP can be looked for when there is: fault, carelessness, omission or failure of the customer, the non compliance with the given advice, the force majeure, the events or the incidents independent from the will of IVOGROUP, fault, carelessness or omission of a third party on which IVOGROUP has no power of control and surveillance.

    In case the responsibility of IVOGROUP would be held, the Customer could aspire to no indirect damage such as loss of clients, figure of business or profits. Besides, the amount of the repairs is expressly limited to the amount paid by the Customer in conformance with the last year of maintenance to the date of the origin of the damage.

    Article 5 - Responsibility of the Customer.

    It is up to the Customer to insure, under its responsibility, the management of the use which he makes of the Software package in particular make sure of the suitable configuration of machines and operating system, to establish sufficient controls of functioning and to implementthe ways of exploitation and protection suited and to establish,If necessary, plans of repair foreseeing procedures of replacement and in a general way, to take any measure suited to protect itself against any harmful consequence due to the use of the Software package. It is up to the Customer to make sure:

    1. Of the adequacy of the Software package to its appropriate needs, in particular on the basis of the indications supplied in the Documentation which was put handed to him.
    2. That he has the necessary skills for the use of the Software package.
    3. That its appropriate structures, in particular his staff, may welcome, with all the required efficiency, the Software package.

    If the Customer thinks of not being capable of using the Software package according to the conditions aimed in the present, he falls to him be attended by every professional of his choice. In any case, the operation of the Software package by the Customer is made under its only controls, management and responsibility.The Customer will have to conform to all the legal prescriptions relative to the protection of trademarks, marks of service and copyright of IVOGROUP.

    The Customer is only responsible for the safety of his confidential information. The Customer is responsible for making the regular protections and in particular before the intervention of IVOGROUP. He will have to supply to the technicians authorized by IVOGROUP and, if necessary, boundby a commitment of confidentiality with The Customer,All the information, the passwords and the access codes necessary for the understanding of the organization of the Software package and for the good execution of the service or the service of maintenance. The Customer is the only one responsible for damages and direct or indirect, material or immaterial damages because of his use of the service and the use of the software.

    The Customer makes a commitment to inform at once the Person receiving benefits of any modification concerning his situation: change of address, number of telephone or e-mail. 

    Article 6 - Invoicings and Payments.

    The charged prices are prices in euro,dollars or CFA francs, exclusive of tax and except costs of movement or transport in the current price rate at the time of the order. IVOGROUP preserves the property of the properties and the services ordered up to the actual and complete payment of their costs. The payment will be realized at the latest by check or transfer in thirty ( 30 ) days reception of invoice. In case of delay in the payment of invoices, the Customer makes a commitment to overturn on all let us be owed, a penalty equal to a 9 % interest rate as from the first day of delay from the maturity date of invoices.

    However, this penalty will become due only after sending of a registered mail with acknowledgement of receipt, lived more than ineffective week. Each of the parties can cancel the contract in every term by registered letter with accused person reception by respecting an advance notice of fortnight. The invoicing is annual, term to fall. The date of installation of the software establishes the date of effectiveness of the contract and the point of departure of the invoicing. The price of period paid beforehand is guaranteed for concerned period.

    IVOGROUP reserves the right to modify its price rates at any time by informing his customers at least 30 days before actual date. The customer can dispute any increase of therates and cancel the contract by registered letter with recorded delivery within one month from the date of application of these new price rates.In defect, these new price rates will be considered accepted in a tacit and irrevocable way and will be applied to the next invoicing. In case of not payment of some invoice 15 days after the maturity date, IVOGROUP reserves the right to interrupt its services and it up to the complete payment of the due sums.

    The interruption of the service will be worth termination by rights of the contract in case of not regularization after formal demand. The Customer will owe then the sums not settled until the date of termination of the contract. On no account the Customer can ask for some compensation to the Person receiving Provider because of the interruption of his services further to an incident of payment.In case of termination of the account, the Customer authorizes IVOGROUP to erase all the data of the Customer stored in the servers.

    Other measures

    The nullity or the inopposability of the one some of the measures of the present conditions dress rehearsal of sale would not know how to pull the nullity nor the inopposability of the other measures which will remain completely valid and applicable. For any dispute concerning the interpretation or concerning the execution of these general conditions of sale, only the commercial court of Abidjan (Ivory Coast),USA, or UK will be competent.


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