Terms & Conditions

1. Preamble

The present contract defines the General Conditions under which DÉDICACE SOFTWARE SAS, a subsidiary of the Pioneer Humani group, incorporated under French law, whose registered office is located at 4, route de la Côte à Bournet, 16440 MOUTHIERS SUR BOEME, registered in the Angoulême Trade and Companies Register under number B 531 466 167 (VAT : FR 07 531 466 167), undertakes to carry out for “the Customer” IT sales and services relating to the “IT CyberWall” brand, owned by Pioneer Humani.

DÉDICACE SOFTWARE SAS is responsible for representing, promoting, selling and supplying IT CyberWall services in Europe. Outside Europe, these activities are carried out directly by Pioneer Humani or by its regional hubs and their subsidiaries, depending on the region concerned.

These General Terms and Conditions are intended to govern all sales of products and services by “IT CyberWall”.

Any order placed with “IT CyberWall” implies unreserved acceptance of these General Terms and Conditions, notwithstanding any clause to the contrary that may appear in the “Customer’s” documents.

They apply in their entirety from December 13, 2022, superseding all previous versions.

They are inseparable from the current price list.

They take precedence over any general terms and conditions of purchase or any other document issued by the customer, whatever their terms.

All other conditions emanating from the Customer, provided that they are not in contradiction with the present, will only be valid if they have been accepted by “IT CYBER WALL”, in a prior and express manner.

The fact that “IT CYBER WALL” does not implement one or other of the clauses established in its favour in the present General Conditions, cannot be interpreted as a renunciation on its part to take advantage of it, nor as a modification of the contract.

“IT CYBER WALL ” reserves the right to adapt or modify the present Terms and Conditions at any time. Consequently, “IT CYBER WALL” invites the Customer to consult the General Terms and Conditions of Sale and Service before placing any new order.

The General Terms and Conditions of Sale and Service in force at the time will be applicable to all orders placed from the time they are placed online.

At any time, the General Conditions are available on the “IT CYBER WALL” website at the following address: https: //www.it-cyberwall.com/cgv

2. Definitions

The definitions below have the same meaning whether used in the singular or plural.

“Service” refers to any service offered by “IT CYBER WALL”, including consulting, service and troubleshooting as defined below.

“Customer” refers to all customers, professionals, companies, associations, etc. who purchase Products or order Services from “IT CYBER WALL”.

“Consulting” refers to assistance, advice, training and support related to the use, migration or choice of the information system.

“Troubleshooting” means the maintenance, assistance, repair and restoration carried out in order to restore the information system to operating conditions recognized as suitable by the parties.

“Product” means any product or material purchased from “IT CYBER WALL” by the Customer.

“Service” refers to outsourcing, supervision, expertise, analysis, security and auditing of the information system in order to optimize, stabilize and ensure the reliability of the information system.

3. Code of ethics

Any intervention, sale or other action carried out by “IT CYBER WALL” must respect the company’s code of ethics.

The charter declares :

“IT CYBER WALL has chosen an ethical policy that respects moral values and human dignity.

In doing so, “IT CYBER WALL” will only accept the hosting or maintenance of data respecting the following limitations: Any content deemed offensive (content of a discriminatory, racist or xenophobic, revisionist or negationist nature, defamatory, violent or inciting to violence, likely to shock the sensibilities of the youngest, abusive or commonly considered vulgar, offensive, contrary to public decency or public order, offensive with regard to religious practices or beliefs, obscene, pornographic or pedophilic in nature) is prohibited.

More generally, any content in violation of intellectual property rights and copyrights (texts, images, videos, trade secrets, internal or confidential information, etc.), laws and regulations in force is also prohibited on our servers.

Each customer, whose website (or any other application) is installed on a server hosted or managed by “IT CYBER WALL”, must ensure that the site (or any other application) respects these values. In addition, each customer must ensure that no visitor may include comments, blogs, opinions contrary to the following limits:

Absence of racially offensive comments;
No abusive or vulgar language;
No language offensive to religious practices or beliefs;
No revisionist content;
No pornographic or pedophilic content;

Furthermore, for reasons of strict neutrality, no content of a political, philosophical or religious nature will be managed by “IT CYBER WALL”.

Failure to comply with this code of conduct will result in :

In the case of hosting provided by “IT CYBER WALL”: immediate cessation of hosting services provided for the customer concerned on the server concerned, as long as the content does not comply with our charter;
In any other case, no intervention of “IT CYBER WALL” will be possible as long as the content is not in agreement with our charter;

3.1 Details on the application of the Code of Ethics

In accordance with the values described in article 3 above, the application of the deontological charter implies the systematic and categorical refusal of any link with the following contents:

Hate speech, harassment, insults, threats, defamatory content against individuals, groups or states.
Suggestive, provocative or explicit adult content.
Unfounded, unverifiable, misleading or ambiguous information.
Dishonest or abusive activities or content.
Religious content, clairvoyance, astrology, occultism, etc.
Games of chance and gambling, as well as any game that causes addiction or dependence.
Weapons in general, war, revolt, demonstration.
Drugs, tobacco and all products that pose a threat to health.
Dating sites, libertarianism, swingers or other.

4. Control

4.1 Ordering

For services over 100 euros, a deposit may be requested from the “Customer” by “IT CYBER WALL” before the service is provided. This deposit shall not exceed 33% of the price of the service.

Any service performed requires the existence of an order form, signed and validated by the “Customer” and “IT CYBER WALL”. The “Customer” acknowledges that the order form must contain a complete and precise description of the tasks to be carried out.

All purchase orders for services must be signed and returned to “IT CYBER WALL” at least seven clear days before the date of application of the purchase order.

If this deadline is not respected by the “Customer”, the “Customer” acknowledges the right of “IT CYBER WALL” to refuse the intervention, to modify the date of application and to inform the “Customer” by mail or e-mail, or to stagger the service to be carried out if this is possible according to the availability of “IT CYBER WALL” (the “Customer” being informed by mail or e-mail). Furthermore, the “Customer” acknowledges that exceptional management fees may be invoiced, in accordance with the rates indicated on the signed order form.

All services will only begin after receipt of the quotation or order form, dated and signed by the “Customer” and marked “Good for agreement”.

By clicking on “Accept”, the “Customer” acknowledges unreserved acceptance of the contents of the quotation and the applicable General Terms and Conditions of Sale, and declares that he/she has read them.

In any event, orders only become final and binding on “IT CYBER WALL” when their acceptance has been confirmed in writing by “IT CYBER WALL”, and in the terms of this acceptance.

Any service not indicated on the order form will not be carried out.

Unless otherwise expressly indicated on the quotation, all purchase orders are valid for 1 month.

4.2 Cancellation, withdrawal, complaints

For consumer customers, in the case of distance selling, in accordance with articles L121-16 and L121-20 of the French Consumer Code, the “Customer” has a right of withdrawal within seven clear days, starting on the day following the date of signature of the quotation, order form or service contract.

However, and again in accordance with article L121-20-2, if the “Customer” requests and signs a document whose execution date does not allow the seven-clear-day period to be respected, the “Customer” acknowledges that he waives his right of withdrawal.

In any case, any definitive order cannot be retracted or modified by the Customer.

5. Delivery

5.1 Deadlines

“IT CYBER WALL” undertakes to deliver the Services or Products requested on the date specified on the order form or the work order signed by the “Customer”.

The “Customer” acknowledges that if no date is expressly provided for in the signed documents, then “IT CYBER WALL” retains the right to define a date for the execution of the services.

IT CYBER WALL” shall not be held liable in the event that delivery deadlines are modified due to supply difficulties beyond its control, transport shortages, unforeseeable absence of personnel or teams assigned by IT CYBER WALL” to the performance of a service, or force majeure as defined in article 6 below.

5.2 Shipping costs, time and place of delivery, choice of carrier

Shipping costs are the exclusive responsibility of the Customer.

Unless otherwise agreed, delivery will be made to the place indicated by the Customer at the time of ordering.

The choice of the carrier and the mode of transport used for the delivery of the Products will be made by “IT CYBER WALL”.

5.3 Transfer of risk

Regardless of the delivery method chosen by the Parties, the transfer of risk always takes place when the Products are handed over to the first carrier.

5.4 Retention of title

“IT CYBER WALL” remains the owner of the Products and of the work resulting from its Services until full payment of the price by the Customer. Payment refers to the settlement of the price of the Products, Services or Prestations, the costs related to the sale and interest.

The goods will remain the property of “IT CYBER WALL” until full payment of their price, but the “Customer” will become responsible for them as soon as they are physically handed over, the transfer of possession entailing the transfer of risks. The “Customer” therefore undertakes to take out an insurance policy to cover the risks of loss, theft or destruction of the designated goods as soon as this document is signed.

6. Conditions of performance

6.1 Obligations of “IT CYBER WALL

“IT CYBER WALL” undertakes to provide the “Customer” with a set of specific IT skills, and in particular qualified human resources.

The services are performed by “IT CYBER WALL”, which determines the composition of the work team and the organization of the tasks, and which supervises, directs and controls its employees. Whatever the duration of the contract, the employees remain under the hierarchical authority of “IT CYBER WALL”, which must be able to establish that each of them is bound to it by a contract that complies with current legislation.

“IT CYBER WALL” undertakes to replace any defaulter as soon as possible.

“IT CYBER WALL” may, at its convenience and without formalities, resort to subcontracting, but will assume full responsibility for this.

“IT CYBER WALL” undertakes to respect, and to ensure that its employees respect, all the standards and procedures in force at the “Customer”, in particular the security and IT standards that have been communicated to it, as well as the provisions of the internal regulations in force at its place of work.

6.2 Obligations of the “Customer

The “Customer” undertakes to make available to “IT CYBER WALL” all documents, information and technical resources necessary to carry out the work defined in the special conditions.

The “Customer” undertakes to provide, in a timely manner, all data and information whose communication is deemed useful by “IT CYBER WALL” for the execution of the contract. The equipment, materials and data carriers provided by the “Customer” must meet the specifications of “IT CYBER WALL”, which have been previously made known to the “Customer”.

The “Customer” provides “IT CYBER WALL” with the logistics required to perform the services on its premises.

The “Customer” undertakes not to give any decision to “IT CYBER WALL” except in the case of an emergency necessitated by health and safety issues.

During the execution of the work, the “Customer” remains the guardian of all its equipment and installations, including those made available to “IT CYBER WALL”.

The “Customer” shall be responsible for insuring all risks and all direct or indirect damage that may affect all equipment and installations, and declares that it is and will be, for the entire duration of the present contract, covered by all insurance policies in accordance with current practice, particularly with regard to its civil liability to third parties.

6.3 Correspondence, notifications

All correspondence between the Parties must be sent and received by a method that is irrefutable proof of receipt: registered letter with acknowledgement of receipt, e-mail with acknowledgement of receipt, fax with acknowledgement of receipt. In this context, any correspondence whose acknowledgement of receipt has reached its addressee shall be deemed irrefutable proof of receipt.

6.4 Appointing a project manager

Depending on the service or contract binding the parties, and if expressly indicated by letter or e-mail, the parties will each appoint a project manager or project leader responsible for follow-up and coordination between the parties.

7. Force majeure

“IT CYBER WALL is not liable for any breach of its contractual obligations in the event of force majeure or acts of God, including, but not limited to, fire, flood, interruption in the supply of energy, raw materials or spare parts, as well as total or partial strikes of any kind hindering the smooth running of the company, such as transport strikes, postal service strikes, and in general any event preventing the proper execution of orders.

The occurrence of a case of force majeure has the effect of suspending the performance of the contractual obligations of “IT CYBER WALL”.

Nevertheless, after a 3-month suspension period, the contract may be terminated for reasons of force majeure, at the request of either party.

8. Compliance/Warranty

The number and condition of the products, as well as the conformity of the service, must be verified upon receipt of the products or services by the Customer.

“IT CYBER WALL” guarantees, in accordance with legal provisions, the “Customer” against any lack of conformity of the services provided and against any latent defect resulting from a fault in the execution or design of the services provided and rendering them unfit for the use for which they were intended, to the exclusion of any negligence or fault on the part of the “Customer” for the entire duration of the execution of the document signed by the “Customer”.

In the case of services, this warranty is limited to the rectification or re-performance of services that do not conform or are defective.

In order to assert its rights, the “Customer” must inform the “IT CYBER WALL” in writing on the receipt at the end of each service, failing which any action relating thereto shall be forfeited.

The warranty also covers labor and travel costs. Replacement of defective products or parts will not extend the warranty period indicated on the invoice. If no warranty period is indicated on the invoice, the warranty is deemed to have expired once the service has been completed and the receipt has been signed.

9. Termination

In the event of a breach by either party of any of its obligations hereunder, not remedied within a period of thirty days from the date of the registered letter with acknowledgement of receipt notifying the breach and sent by the other party, the latter may terminate the contract, subject to any damages it may be entitled to claim.

10. Prices/Payment

10.1 Prices

Unless expressly stipulated otherwise in writing by “IT CYBER WALL”, the rates are those mentioned on the document signed by the “Customer”, as defined by the present General Terms and Conditions according to the date of issue of the said document.

10.2 Billing

As soon as the defined service has been completed, the invoice containing a full description of the actions carried out is generated and sent to the customer electronically: by e-mail or as a free download via secure access on the “IT CYBER WALL” website.

Electronic invoices are in PDF format, and can be signed electronically to guarantee their authenticity and integrity.

The “Customer” agrees to receive the invoice electronically and acknowledges having been informed of the conditions for archiving electronic invoices (see articles L 102 B and L 102 C of the French Tax Code, articles 441-3 and L 110-4 of the French Commercial Code). The customer is solely responsible for the archiving method used.

In accordance with the law, signed electronic invoices supplied by “IT CYBER WALL” take the place of original invoices. A paper printout of an invoice sent by this means does not constitute an original. These invoices constitute legal documents justifying the call for payment issued by “IT CYBER WALL”, in the same way as paper invoices.

The “Customer” has a right of access to all the electronic invoices sent to him by “IT CYBER WALL”, thanks to the connection identifiers (composed of an identifier and a password) which are given to him. These connection identifiers are strictly personal. Consequently, the “Customer” undertakes to take all appropriate measures to ensure the security and confidentiality of his connection identifiers. IT CYBER WALL” cannot be held responsible for the disclosure of archived information or data.

10.3 Payment

Payments by bank transfer, direct debit or cash are accepted. Payments by cheque may be subject to verification of the cheque’s legality prior to acceptance (Article L. 131-86 of the French Monetary and Financial Code). Payment by certified cheque is required for all cheque payments of 100 euros or more. Failing this, the service in question may not commence until the cheque has been cashed and validated by the financial institution. In the event of an irregularity on the cheque, “IT CYBER WALL” will re-invoice all costs incurred in processing the irregularity.

No discount will be granted for early payment. Quotations and invoices issued by “IT CYBER WALL” will contain the words “No discount for early payment”.

With the exception of a deadline expressly indicated on the invoice and order form for companies, the balance is payable on completion of the service, on receipt of the invoice.

The “Customer” acknowledges the complete freedom of “IT CYBER WALL” to define the payment deadline for services rendered. Exceeding this deadline will automatically result in the application of interest and handling fees.

Unless otherwise agreed and indicated in writing between the parties, the “Customer” acknowledges that he must pay the sum due on receipt of the invoice. Failing this, a deposit of 50% of the amount due may be paid within 10 calendar days of the issue of the electronic invoice. In this case, the balance is due 30 calendar days later.

Unless otherwise agreed and indicated in writing between the parties, for services provided to companies, “IT CYBER WALL” is free to impose a payment term according to the list below:

Payment within 15 calendar days
Payment within 30 calendar days

Depending on the duration of the services for a company, invoices payable within 30 days may be issued according to a schedule negotiated between the “Customer” and “IT CYBER WALL” and specified in the Special Conditions.

In the event that an invoice is not paid by the due date indicated on the invoice, “IT CYBER WALL” reserves the right to suspend the execution of the work provided for herein until payment of the amount due, including interest and handling fees, without this suspension being considered as a termination of the present contract on the part of “IT CYBER WALL”.

“IT CYBER WALL” is free to refuse any new request from the “Customer” concerned, as long as full payment of the sums due has not been made.

Non-payment of sums due on the due date will also have the effect of rendering payable all debts not yet due by the “Customer” to “IT CYBER WALL” for any reason whatsoever.

“IT CYBER WALL ” may also automatically and without formalities cancel the Contract resulting from the present General Terms and Conditions of Sale and Services, as well as all previous contracts, even if the payment date has not yet expired. In this case, the products must be returned at the request of “IT CYBER WALL” at the expense and risk of the Customer, without prejudice to any other damages; “IT CYBER WALL” also reserves the right to retain payments and deposits previously made by the Customer for any reason whatsoever.

In the event of a payment incident, “IT CYBER WALL” has the right to withhold unpaid products not yet effectively delivered to the Customer.

Any payment made after the due date will automatically and without formalities result in the payment of a late payment penalty based on the outstanding sums, equal to the ECB refinancing rate plus 10 points, and the payment of a fixed indemnity for collection costs of 40 euros (article L.441-6 of the French Commercial Code).

In addition, and as a penalty clause, in the event of late payment of more than 30 days from the date mentioned on the invoice, a penalty of 20% of the unpaid amounts (with a minimum of 30 euros) will be invoiced, without prior formal notice and without prejudice to legal interest and costs in the event of legal action.

In the event of previous non-payment or deterioration of customer credit, we reserve the right to modify payment deadlines, suspend orders in progress while the “Customer” awaits a bank guarantee, or demand full payment before delivery.

Finally, in the event of non-payment in full of the price within the agreed time, the “Customer” undertakes to return to “IT CYBER WALL” all elements and documents in its possession relating to the services provided by “IT CYBER WALL”, on any medium whatsoever, as well as any copies that may have been made, and the “Customer” waives any use, in any form whatsoever, of the work, studies, achievements and/or developments carried out by “IT CYBER WALL” under the terms hereof.

11. Insurance

“IT CYBER WALL” undertakes to take out the necessary insurance to cover its civil liability for any direct physical, material or immaterial damage for which it may be held responsible. Damage is understood to be damage of any kind that he himself and all those involved on his behalf may cause directly to the “Customer”, to the “Customer’s” personnel or to third parties.

This insurance must expressly provide for the coverage of damages that the “Customer”, its personnel or third parties may suffer as a result of “IT CYBER WALL”. “IT CYBER WALL ” undertakes to maintain these guarantees for the entire duration of the contract and to justify them at the request of the ” Customer “.

12. Privacy

Both “IT CYBER WALL” and the “Customer” undertake to maintain the strict confidentiality of all information and internal documents obtained or exchanged within the framework of the contract and its execution.

In particular, the “Customer” must respect the know-how of “IT CYBER WALL” and “IT CYBER WALL” must consider as confidential all information transmitted by the “Customer” in the context of the execution of the present contract.

“IT CYBER WALL” may freely include the name of the “Customer” on a list of references.

13. Limits of liability

Considering the nature of the services provided, the obligation of “IT CYBER WALL” is an obligation of means.

“IT CYBER WALL” undertakes to perform the services in accordance with the rules of the profession, in compliance with the norms and other established standards and in the best manner, under the terms and conditions of the agreement, as well as in compliance with the applicable legal and regulatory provisions.

IT CYBER WALL” may only be held liable in the event of fault on its part. Each party is liable to the other for any breach of its obligations.

In the event that the “Customer” demonstrates that he/she has suffered prejudice as a result of a fault on the part of “IT CYBER WALL”, the liability of “IT CYBER WALL” shall be limited to the direct prejudice suffered by the “Customer”, to the exclusion of any indirect prejudice.

Furthermore, “IT CYBER WALL” may only be obliged to compensate for damage, of any nature whatsoever, within the following double limit:

The liability of “IT CYBER WALL”, if proven, will be limited to the amount excluding taxes not exceeding half of the total amount excluding taxes, actually paid by the “Customer” for the service provided by “IT CYBER WALL” at the date of the claim by registered letter with acknowledgment of receipt or by email.
IT CYBER WALL” liability insurance coverage

The liability of “IT CYBER WALL”, if proven, will be limited to the amount, excluding taxes, not exceeding half of the total amount, excluding taxes, actually paid by the “Customer” for the service provided by “IT CYBER WALL” at the date of the claim by registered letter with acknowledgement of receipt or by e-mail.

The “Customer” undertakes to make available to “IT CYBER WALL”, within the agreed deadlines, all information and documents essential to the proper performance of the service and to the proper understanding of the problems posed.

IT CYBER WALL” shall not be held liable in the event of :

an error caused by a lack of information or erroneous information provided by the “Customer
a delay caused by the “Customer” that would make it impossible to meet the agreed or legally prescribed deadlines
fault, negligence, omission or default of the “Customer
force majeure, events or incidents beyond the control of “IT CYBER WALL” such as strikes, social unrest, public calamities, fire, etc.
fault, negligence or omission of a third party over whom “IT CYBER WALL” has no power of control or supervision

14. Intellectual property

“IT CYBER WALL” holds all of the author’s economic and moral rights to all of the services provided hereunder.

The “IT CYBER WALL” hereby transfers to the “Customer”, subject to the latter’s full payment of the price and costs referred to in article 9 above, all economic rights to the said services.

In any event, “IT CYBER WALL” retains ownership of the methods, know-how and processes it has developed or implemented within the framework of the present contract, which it may freely use for other projects for the benefit of third parties.

15. Protection of personal data

“IT CYBER WALL” respects the privacy of its users and customers and undertakes to ensure that all information it gathers, in particular concerning the customer’s use of its IT services that could identify the latter, is considered confidential.

Data is processed by DÉDICACE SOFTWARE SAS, 4, route de la Côte à Bournet, 16440 MOUTHIERS SUR BOEME, a subsidiary of the Pioneer Humani group, which is responsible for processing data for European customers.

For customers located outside Europe, personal data is processed directly by Pioneer Humani or its relevant regional offices.

The collection of customer information is essential for the provision of our services and the management of contracts. Refusal to consent to the processing of personal data would prevent the provision of these services. Personal information is kept for the legal retention period and is intended for the persons required to process it within the company, as well as for subcontractors, provided that the contract signed between the subcontractors and the data controller mentions the obligations incumbent on the subcontractors in terms of data security and confidentiality protection (Article 28 of the European Data Protection Regulation EU 2016/679) and specifies in particular the security objectives that must be achieved.

No data is transferred outside the European Union by Dédicace Software, except with the customer’s prior consent for access to certain services. Service providers acting on behalf of Dédicace Software may have access to or communicate all or part of this information in connection with the services they provide, but only to the extent necessary to perform the tasks entrusted to them. In this case, Dédicace Software undertakes to ensure an adequate level of protection for your data. These service providers may contact the customer directly using the contact details provided. Dédicace Software also asks these service providers to always act in compliance with applicable laws on the protection of personal data and to pay particular attention to the confidentiality and security of such data.

In accordance with the French Data Protection Act of January 6, 1978, and the entry into force of the General Data Protection Regulation (RGPD) from May 25, 2018, the customer may exercise his or her right to access, rectify, delete, request a limitation of processing, oppose or request portability of data concerning him or her by contacting our Data Protection Officer: [email protected]. The customer also has the right to lodge a complaint with the CNIL.

By accepting these terms and conditions, you consent to our collection and use of this data for the purposes of this contract.

16. Disputes/Applicable law/Jurisdiction

These General Conditions and the contract or quotation signed between the parties are governed by French law.

Failing amicable resolution, any dispute arising between the parties concerning the performance or interpretation of these General Terms and Conditions and the aforementioned document shall be referred to the courts of Angoulême (Charente department – 16), notwithstanding multiple defendants or the introduction of third parties.

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