DoliSys Terms and Conditions of Service
DoliSys Terms and Conditions of Service (T&C), the Open Source Software as a Service (SaaS) offering and other related services.
This agreement is between:
- Mentor S.A R.L.-S, the company responsible for the DoliSys Product and Service, incorporated under Luxembourg law, Registration No. 10128302/0, with principal place of business at 3, rue de la Gare, L-9044 Ettelbruck, (hereinafter referred to by its online offerings as “DoliSys”).
- any natural or legal person, private or professional, governed by private or public law, who wishes to enter into a contract for the provision of the Service provided by Mentor S.A R.L.-S (hereinafter the “Client”).
The T&Cs apply to all orders received by DoliSys regardless of whether they are issued by professionals, traders, companies or private individuals.
The information published on www.dolisys.com and/or its partners is provided for indicative purposes only and DoliSys may change it at any time without prior notice. The Customer’s acceptance of the T&C and the conclusion of the contract are materialized by the Customer’s electronic signature when electronic orders are executed on the www.dolisys.com website.
Acceptance of the T&C also materializes when the Customer uses DoliSys’ online services, through various channels: Website, Chat, ticket, email, telephone and social networks.
Browser: software used to navigate IT networks and their databases and, in particular, the Internet.
Customer administrator: a competent person who carries out the administration functions of DoliSys.
Client: Any natural or legal person registered to use the platform, free of charge or for a fee. DoliSys in accordance with the T&C.
Contract: Taken as a whole, the Customer’s Registration on the DoliSys websites and related online help in order to use DoliSys in accordance with the T&C.
DoliSys: All services and software packages offered by DoliSys can be used by Customers via Internet technology.
Hosting Provider: Company to which DoliSys subcontracts the hosting of the DoliSys infrastructure and Client databases.
Identifier : The collection of data corresponding to the “User ID” and “Password” required for each User to connect to the DoliSys platform.
Password: A set of characters and numbers (fixed or usable once) associated with the user ID required for the Customer to connect to the DoliSys platform.
Product and/or service: Any type of products or services offered to the Customer by DoliSys on our web platforms, and other sites where DoliSys offers SaaS and where these services can be accessed. These sites were later collectively referred to as “DoliSys sites”.
Registration or Subscription: Action taken by a Customer, which consists of sending their data in order to use one or more DoliSys free of charge or for a fee. The registration and use of the service is considered equivalent to an Order or Service Request.
User: Designation, by name, of a natural person using DoliSys by means of an Identifier.
ENFORCEMENT, FEES, PAYMENT
Section 2.01 – Services offered by DoliSys
(a) DoliSys offers its Customers, free of charge or for a fee, access to some Open Source Software (such as Dolibarr ERP & CRM, …) delivered over the Internet and accessible via a web browser. DoliSys Services offer their Clients the function of paying only for the number of active users who connect to their instances. In addition to providing software, DoliSys also provides disk space for each customer to store and access their data. The size of this disk space is explicitly defined on the “Prices” or “Subscription Plans” page of the relevant DoliSys websites . If the storage capacity specified by DoliSys is exceeded, the Customer will be charged in accordance with the T&C in force and the rates published on the respective DoliSys websites on the day the excess is reported.
(b) DoliSys may be modified by improvements or updates without prior notice to Customers.
(c) DoliSys reserves the right to discontinue the provision of any particular Service. Paying customers will be notified by all available means and will continue to have access to this Service for the remaining period of the contract or will have at least 3 months’ notice before definitive suspension of access to the Service. Under no circumstances can DoliSys be used to replace a Customer business function. The recommendations provided by DoliSys are for indicative purposes only relating to the use of the Software and may not be construed as recommendations relating to the organization or management of the Customer’s business activities.
(d) To combat spam, the use of DoliSys is restricted by default to 500 emails sent per day. You can make a dedicated request to increase this quota.
Access to services
Access to the Services provided by DoliSys requires the Customer to register on the relevant DoliSys website and accept these T&Cs.
(a) Creating a customer account
For any Service request to DoliSys, the Customer must create a Customer Account including their data which must be accurate and up-to-date.
(b) Order confirmation
DoliSys will immediately confirm to the Customer by e-mail that it has received the order and that the Service has been implemented under the terms described below.
(c) Service delivery
The Service shall be made available to the Customer after DoliSys activates the Customer’s Account or upon completion of payment in accordance with the subscribed plan or Customer’s order.
(d) Access to services, identifiers
Once activated, the Services are accessible through the links sent by e-mail to the Customer with unique identifiers from DoliSys that allow connection to its instance(s). DoliSys can audit the way in which the Customer connects to the system at any time. If an unreasonable use is made of the identifiers, meaning that many connections are made on the same identifiers of several users, DoliSys will may bill these additional users and/or suspend the account if the customer refuses to pay for unreasonable use of their instance(s). The Client acknowledges that the techniques used by DoliSys are based on a complex area of information technology. DoliSys’ commitment is an obligation to make best efforts to limit as much as possible the duration and number of service interruptions for maintenance or upgrading. It is therefore the customer’s responsibility to protect against such risks. DoliSys shall not be held liable for any consequential damages that the Customer may suffer due to the unavailability of the Services. DoliSys reserves the right to ban from its servers any files imported by the Customer that may be deemed technically incompatible with the servers or detrimental to their performance.
(e) Management of Additional Identifiers
When registering and opening a customer account, a unique identifier is created for the customer. However, the Customer may, if it wishes, create additional Identifiers to provide access to more than one person to the Services made available to the Customer, including access to its data. The administrator of the customer account can create and delete them at any time by connecting to your instance administration tool at the address confirmed to them by e-mail after registration. Creating or deleting additional identifiers does not change the registration data or the contract period. An unlimited number of additional identifiers can be created. However, the use of the Service by all Users created by the Customer will be billed according to the rates in force, as disclosed on the DoliSys websites.
(f) Customer account
- If you are a new customer, when you purchase our Services, we will create a Customer Account for you. Your customer account contains your personal data and grants you access to our Customer Area, where you can access, review, update and manage your Services, payments and contact information.
- If you purchase or subscribe for Services on behalf of another person or entity, you warrant that you will administer the Customer Account in good faith and in their best interests, and will indemnify us against all losses and liabilities suffered by us in the event that you administer the Account in a manner that is adverse to the End User and results in any claim against us.
- Logging in to the customer area requires the use of a username or email address and password. You agree not to use another user’s account, profile, username or password at any time. You are solely responsible for the security of your login credentials. You must keep all passwords confidential and take security measures to prevent unauthorized access to them. For security reasons, DoliSys recommends that you keep different passwords for different customer and service provider accounts, avoid using any functionality that saves or stores your login credentials and regularly update your password.
- You are solely responsible for the activity that takes place on your account, regardless of the activities to be carried out by you, your employees or third parties and for keeping your account password secure. You must notify DoliSysG immediately of any breach of security or unauthorized use of your Account to the following email address: firstname.lastname@example.org.
- You are responsible for providing and maintaining true, current, complete and accurate information. If you fail to do so, we accept no liability in the event that we grant access to the account to another person.
- For the avoidance of doubt, the individual or entity whose personal data is listed in the Client Area is considered by us to be the owner of the account (account owner).
- It is your obligation to ensure that you correctly indicate the ownership of your account. If there is a dispute over ownership, the account may be blocked until the disputing parties agree on a resolution, or until the matter is resolved in court.
The fees for the Products and Services provided by DoliSys are shown on the DoliSys website. DoliSys reserves the right to make promotional offers valid for a period explicitly stated on its website and these promotional offers cannot be interpreted as part of its rate structure. Fees are expressed in euros and do not include taxes. The amount charged to a Customer will therefore be increased by the taxes applicable on the billing date. DoliSys reserves the right to change its rates at any time without prior notice. Customers will be informed by e-mail and/or online of changes in rates. The new fees will come into effect for new Clients when they sign up and for existing Clients when the new fees are implemented.
** DoliSys reserves the right to immediately charge any new tax or increase in existing tax rates. The prices indicated on the website
- requires immediate payment of all remaining amounts owed by the Customer under the contract, regardless of the agreed payment method.
- suspend all services in progress for the Client, of any kind.
- disqualify the Customer from subscribing to new services or renewing existing ones.
- suspend the customer’s account within 15 days of the unpaid due date. The instance will still remain unsuspended for the next 60 days before the user’s data is deleted.
DoliSys will issue an invoice based on the Services subscribed to and usage. Throughout the term of the Agreement, DoliSys will provide information on the Customer’s use of the Services.
Customers can pay their bills using the following methods:
** By credit card: Payable via the payment platform processed by DoliSys’ secure payment processing partner.
** By automatic credit card debit: When the Customer has allowed secure payment processing to store their financial data securely so that they do not have to re-enter it for future orders / payments, the Customer also agrees to DoliSys will debit your credit card monthly based on the number of active users in your instance(s).
** All invoices (proforma / order form or otherwise) issued by DoliSys are payable within 10 days, unless otherwise agreed in writing between the parties. In the event of late payment, DoliSys reserves the right to suspend the Customer’s access to its Services until the full amount due is paid. In addition, DoliSys reserves the right to terminate the Agreement.
** The Customer agrees to inform DoliSys of any change in its postal and bank details or any information necessary for the proper execution of the Services offered by DoliSys. Any invoice that is not paid after the due date will be charged interest, automatically and without prior notice, at one and a half times the prime rates in force in the currency applied.
** Any disagreement by the Customer regarding the invoice or the nature of the Services must be explained and sent via the support service by e-mail or sent by registered letter incorporating an acknowledgement of receipt within 15 days from the date of issue of the invoice (or pro forma invoice). In the absence of such a letter, the Customer shall be deemed to have accepted the invoice. All accounts (and pro forma accounts / order form) are available to the customer online in the customer area.
** DoliSys does not include the cost of Internet access or telephone lines, these costs being borne separately by the Customer. The Customer is responsible for its own Internet connection.
** DoliSys is not responsible for the quality of the connection offered by the Internet Service Provider.
** Standard services provided by DoliSys are paid for in advance at the beginning of the month in which the service is used. The Customer is solely responsible for paying all amounts due under the DoliSys contract. The parties expressly agree that, unless a specific request is made with sufficient notice and agreed to in writing, non-payment of all or part of any invoice when due under this agreement shall be automatic and without notice:
PERIOD, RENEWAL, TERMINATION OF CONTRACT
Period and renewal
The Agreement shall enter into force on the day the Customer registers on the DoliSys websites. The Contract will be tacitly renewed upon payment of the previous invoice.
Termination of Contract by the Client
The Customer may choose to cancel the Agreement at any time, subject to one month’s notice prior to its termination date and/or renewal date. The customer can cancel the contract in two ways:
** Connecting via your Identifiers in the client area of your DoliSys account via the interface or a tool available for this purpose.
** By sending an email to email@example.com or a registered letter with acknowledgment of receipt to DoliSys headquarters. Termination of the Customer may take effect in the current contract period. The Customer must pay all amounts due to the Company on the effective date of termination. If a payment made by the Customer of an amount due is rejected, DoliSys may consider that the Customer has terminated the contract on the due date of the payment.
** DoliSys agrees to safeguard the data of the Customer whose contract has been terminated for a period of 28 days after the effective date of termination, after which DoliSys may destroy the data without incurring any claim for damages from, or being liable for compensation to, the Customer.
** Any amounts due for services related to the use of the DoliSys Products and Services shall remain due and payable by the Customer within 15 days after the date of termination of the Agreement.
Termination of contract for other reasons
DoliSys reserves the right to unilaterally terminate the Contract at any time if the Customer fails to comply with its contractual or legal obligations. The Customer will be informed of this by email or registered letter incorporating acknowledgement of receipt and will have access to the Service for a maximum period of 15 days from the date on which they receive the registered letter. DoliSys will store the Customer’s data for 28 days after which DoliSys may destroy the data, for which the Customer cannot claim any damages or compensation.
GUARANTEES, OBLIGATIONS AND RESPONSIBILITIES OF DOLISYS
(a) DoliSys does not guarantee the performance of the Services it offers. The DoliSys platform made available to the Customer is considered “as is”, which means that it has not been specifically adapted for any particular purpose. The standard versions of the Software meet a certain number of requirements, but may not cover all the specific needs of any particular Customer. The Customer is therefore responsible for verifying that the software access services offered by DoliSys meet its actual needs and is responsible for ensuring that all necessary care is taken.
(b) DoliSys does not warrant that the Service will be free of anomalies or errors, or that any anomalies or errors will be corrected, or that the Service will operate without interruption or malfunction, or that it will be compatible with any particular hardware or configuration other than as expressly stated by DoliSys.
(a) Access to Services
The Customer acknowledges that DoliSys provides services based on complex information technology and that, therefore, DoliSys ‘s contractual commitment is on a best efforts basis. Under this commitment, DoliSys agrees to take all possible measures to provide a quality service in accordance with industry best practices and the state of the art. DoliSys will endeavor to provide access 24 hours a day, 7 days a week, every day of the year, except in case of force majeure, as defined in the “Force Majeure” section below, in case of breakdown, failure of the Hosting Provider or maintenance necessary for the proper functioning of the Services and equipment. DoliSys will take all possible measures to provide access of sufficient quality to track changes in Customer Service traffic. If traffic increases too quickly, DoliSys may be subject to delivery delays necessary to install equipment or Internet lines or offer new Software. The Customer acknowledges that the Software used in the server platform is based on a particularly complex field of information technology and that with the current state of knowledge it cannot be definitively tested or proven by experience to cover all possibilities of use.
The customer therefore accepts the risk that the server platform may be imperfect or unavailable without such imperfection or unavailability implying tolerance on the part of DoliSys.
(b) Interruption of service
The service may be interrupted for software updates (e.g. installation of new software, installation of a new software version, including major changes to the database, etc.) no more than twice a month. If absolutely necessary, DoliSys reserves the right to interrupt the service in order to carry out maintenance or technical improvements to guarantee the proper functioning of its services, regardless of the time and duration of the intervention. Service interruptions for this purpose do not entitle customers to claim damages.
DoliSys undertakes to take all reasonable precautions to ensure the material protection of the data. However, DoliSys shall not be liable for any loss of Customer data.
Under no circumstances will DoliSys be held directly or indirectly liable for any damage caused to the Customer or to third parties due to:
** the use of Internet-accessible data
** the use of a DoliSys Service, regardless of the cause
** a fault caused by the Customer misusing the Service
** the unavailability or malfunction of a Service, regardless of the cause of the delay.
DoliSys, therefore, shall not be liable for direct or indirect, tangible or intangible damages caused by the use of a Service. The Customer is free to take out insurance covering this type of risk. DoliSys customers and users release DoliSys, its subcontractors and partners from all liability. In the event that DoliSys is found liable, any compensation may not exceed the amount of services charged for the offending Product or Service. The Customer declares to be fully aware of the risks and limits of using the Internet. DoliSys cannot be held responsible for any of the following:
** Viruses that contaminate the Customer’s data or software, the Customer being responsible for protecting themselves against viruses.
** Malicious intrusion by third parties into the Services subscribed to by the Customer, despite reasonable security measures implemented by DoliSys.
** Fraudulent use of passwords, confidential codes or any confidential information that may affect the Client.
(a) The Customer hereby confirms that it has the necessary power, authority and capacity to agree to and perform the obligations of this agreement.
(b) The Customer agrees to provide DoliSys with accurate and up-to-date personal or corporate data at the time of registration and at any change in registration.
(c) The Customer is fully and exclusively responsible for the use of the Identifiers required to use the DoliSys Services to which it subscribes. DoliSys is not responsible for any illegal or fraudulent use of Identifiers made available to the Client. Identifiers and their disclosure are considered confidential. The Customer, to the exclusion of DoliSys, is solely responsible for any suspected disclosure of a password, whether intentional or not.
(d) The Customer agrees to inform DoliSys within 7 days of any change concerning his/her situation and within 48 hours of any loss of password.
(e) The Customer is fully and exclusively responsible for the data that it transfers and enters into DoliSys and that is made available to all authorized Administrators and Customer Users. The Client agrees to comply with all legal and regulatory provisions in force, in particular those relating to information technology, files, data privacy and intellectual property, as well as the rights of third parties, and in particular to make all necessary declarations to the data protection authorities. The Customer is therefore solely responsible for the use of the data it distributes and consults via the DoliSys websites and its subdomains. Using the platform to spam is strictly forbidden.
(f) The Customer declares that it fully accepts all legal obligations arising from the ownership of its Services, and DoliSys cannot be involved in this respect for any reason, in particular in the event of a breach of the laws or regulations applicable to the Customer’s Services. Failure by the Customer to comply with the points referred to in the T&C and the points referred to in the special conditions and, in particular, any activity that may incur civil and/or criminal liability, shall give DoliSys the right to suspend immediately and without notice its Services to the Customer and terminate automatically and immediately the Contract, without prejudice to the right to any damages and interests that DoliSys can pursue.
(g) The Customer shall use the DoliSys platform and services in accordance with the specifications in the T&C or in the online help of the Software provided.
(h) The Customer acknowledges that it has verified that the Service is suitable for its needs and that it has received all necessary information and advice from DoliSys to enter into this Agreement in all circumstances. Furthermore, the Customer acknowledges that it has been fully informed by DoliSys of the extent of its contractual obligations under this Agreement.
(i) The Client acts as an independent entity and consequently assumes all the risks arising from its activity. The Customer is solely responsible for the Services subscribed to, the content of the information and files transmitted, distributed or collected, their use and updating.
(j) Any claim and/or dispute by the Customer against DoliSys must be submitted by the Customer no later than 48 hours after the originating event, or 2 months for invoice issuance, otherwise it will lapse.
For the purposes of this T&C, force majeure is defined as an unforeseen and/or unavoidable event beyond the control of DoliSys such as a failure of the Hosting Provider. If force majeure prevents, restricts or interrupts the performance of the Contract, or any obligation of DoliSys under the Contract or this T&C, DoliSys shall be excused from performing the contractual obligations in question. In this case, DoliSys may request the termination of this Agreement, without any obligation to pay compensation and with the right to all sums due at the date of the request for termination.
In all circumstances, the defaulting party suffering the force majeure shall keep the other party informed of the likelihood of such force majeure ending or recurring, and the obligations under this Agreement shall be suspended for the period of force majeure.
(a) This Agreement supersedes all other previous offers and agreements relating to the same subject matter. The nullity of one of the clauses of the Contract by virtue of law, regulation or the decision of the competent court in litigation shall not nullify the other clauses of the Contract, which shall continue in full force and effect for both parties.
(b) No provision of this Agreement shall be deemed to have been waived, enhanced or altered by either party unless such alteration has been previously issued in writing and signed by the parties’ authorized officers or agents as an addendum to this Agreement expressly citing the decision to waive, enhance or alter the application of such contractual provision.
(c) The failure of DoliSys to invoke a specific provision of this Agreement at any time, and/or the failure of the Customer to perform a specific contractual obligation, shall not be construed as a waiver by DoliSys of its right to invoke any such provision or contractual obligation. Notices and communications relating to the execution of this Agreement shall be sent to the respective registered offices of the parties.
(d) Consequently, no special terms may replace the T&C unless formally agreed in writing by DoliSys. Any contrary provision invoked by the Customer shall not apply to DoliSys, unless DoliSys has expressly agreed to this, regardless of when it was brought to the latter’s attention.
For all exchanges of electronic message information between the Customer and DoliSys, the date and time of the DoliSys server shall be final. Such information will be stored by DoliSys for the duration of the contractual relationship with the Client. All notices and communications in accordance with the General Terms shall be deemed to have been duly given if sent by registered letter incorporating an acknowledgement of receipt, to:
- For DoliSys: Mentor, 3, rue de la Gare, L-9044 Ettelbruck, Luxembourg.
- To the customer: The postal address and/or e-mail address provided to DoliSys
Advertising and promotion
DoliSys may refer to the services provided to the Customer and its commercial documents for advertising purposes, shows, conferences and specialized publications in professional circles.
APPLICABLE LAW AND JURISDICTION
This contract is governed by Luxembourg law in both form and content, excluding any provisions of Luxembourg law that may be contrary to this Contract.
Customers and potential customers who have submitted personal data to DoliSys have the right to access, correct, amend and delete the related information. All customers and potential customers can exercise this right by writing to the DoliSys head office: Mentor, 3, rue de la Gare, L-9044 Ettelbruck, Luxembourg.
In the event of a dispute with a customer who is not considered a consumer within the meaning of the Luxembourg Consumer Code, jurisdiction is expressly conferred on the Luxembourg Arbitration Court, notwithstanding the plurality of claimants or introduction of third parties, including urgency or preventive measures, by application for summary proceedings or by repetition.y