Terms and Conditions
1. Provision of services
1.1 Purpose
The purpose of these General Terms and Conditions of Sale (hereinafter "GTC") is to define the terms and conditions under which GESTINNOV provides the Customer with IT services and project management services, including in particular consulting, development, integration, maintenance, technical support, and IT project management.
1.2 Scope of application
These GTC apply to all orders for services concluded between GESTINNOV and the Customer. They prevail over any other document of the Customer, unless expressly agreed otherwise in writing. All orders imply the Customer's unreserved acceptance of these GTC.
1.3 Contractual documents
Contractual relationships are governed, in descending order of priority, by:
- the quote or commercial proposal accepted by the Customer,
- any special conditions agreed between the parties,
- these Terms and Conditions.
1.4 Quote and order
All services are subject to a quote specifying the nature of the services, the scope, deadlines, financial terms and, where applicable, deliverables. The quote is valid for a period of 30 days from the date of issue. The order is considered firm and final upon written acceptance of the quote by the Customer.
1.5 Performance of services
GESTINNOV undertakes to perform the services in accordance with best practices and good practices in the field of information technology. GESTINNOV's obligations are obligations of means, unless expressly stipulated otherwise. The Customer undertakes to cooperate actively and to provide all information necessary for the proper performance of the services.
1.6 Deadlines
Delivery times are provided for informational purposes only, unless specifically agreed upon in a contract. Delays cannot justify order cancellation or give rise to penalties or compensation, unless otherwise specified in the contract.
1.7 Prices and payment terms
Prices are quoted in euros excluding tax. They are subject to VAT at the applicable rate. Unless otherwise specified, invoices are payable within 30 days of the invoice date. Any delay in payment shall automatically and without prior notice result in the application of late payment penalties calculated on the basis of the applicable legal rate, as well as a fixed compensation for recovery costs.
1.8 Intellectual Property
Unless otherwise stipulated, GESTINNOV retains all intellectual property rights to methods, tools, know-how, and pre-existing elements. Rights to deliverables specifically produced for the Client are transferred or licensed in accordance with the terms set out in the quote or contract, after full payment of the amounts due.
1.9 Confidentiality
Each party undertakes to keep strictly confidential any information of any kind that comes to its knowledge in the course of performing the services. This obligation shall remain in force for a period of five (5) years after the end of the contract.
1.10 Liability
GESTINNOV's liability is limited to direct and proven damages resulting from a breach of contract. In any event, GESTINNOV's total liability is capped at the total amount actually paid by the Customer for the service concerned. GESTINNOV cannot be held liable for indirect damages.
1.11 Termination
In the event of a serious breach by one of the parties of its obligations, which is not remedied within thirty (30) days of formal notice, the other party may terminate the contract as of right, without prejudice to any damages it may claim.
2. Vente de licences
2.1 Purpose
The purpose of these General Terms and Conditions of Sale (hereinafter "GTC") is to define the conditions under which GESTINNOV markets software licenses to its professional customers in the form of perpetual licenses, subscriptions, or online services, as well as any associated services, where applicable.
2.2 Scope of application
These Terms and Conditions apply to all license sales concluded between GESTINNOV and the Customer. They prevail over any other document provided by the Customer, unless expressly agreed otherwise in writing. All orders imply full and complete acceptance of these Terms and Conditions.
2.3 Nature of licenses
Licenses are rights of use granted by the publisher and do not constitute a sale of software within the meaning of intellectual property law. Use of the software is governed exclusively by the publishers (for Microsoft: Microsoft License Terms, End User License Agreement (EULA) or Microsoft Customer Agreement (MCA) applicable to the product concerned).
The Customer acknowledges having read these terms and conditions and agrees to comply with them. In the event of any contradiction, the publisher's terms and conditions shall prevail over these GTC in all matters relating to the use of the software.
2.4 Order
All orders are subject to a quote or purchase order specifying the type of license, duration, number of users or devices, and price. The order is firm and final upon written confirmation by the Customer.
GESTINNOV reserves the right to refuse any order in the event of non-payment of a previous order or non-compliance with the publisher's distribution policies.
2.5 Delivery and availability
Licenses are delivered electronically (via the Microsoft portal, email, or customer account) within the time frame specified in the quote. Delivery times are provided for informational purposes only and depend in particular on the publisher's validation processes.
The provision of licenses constitutes delivery.
2.6 Price
Prices are quoted in euros excluding tax, unless otherwise specified. They are established in accordance with the rates in effect on the date of the order and may be subject to revision in the event of changes to the publisher's pricing policies.
Any changes to taxes, fees, or contributions imposed by the publisher or by a competent authority may be reflected in the price invoiced to the Customer.
2.7 Payment terms
Unless otherwise specified, invoices are payable in full on the invoice date. No discount is granted for early payment.
Any delay in payment shall automatically result in the application of late payment penalties calculated on the basis of three (3) times the legal interest rate, as well as a fixed compensation fee of €40 for recovery costs, in accordance with the regulations in force.
2.8 No right of withdrawal
In accordance with Article L221-28 of the Consumer Code, the Customer acknowledges that software licenses, once activated or made available, cannot be subject to any right of withdrawal, refund, or exchange.
2.9 Liability
GESTINNOV acts as a license reseller. As such, it cannot be held responsible for the functioning of the software, updates, service interruptions, or data loss attributable to the publisher.
GESTINNOV's liability is strictly limited to proven direct damages and, in any event, capped at the amount excluding tax paid by the Customer for the license in question.
2.10 Intellectual Property
The publisher retains all intellectual property rights relating to the software and services. The Customer only has a personal, non-exclusive, non-transferable, and limited right of use, in accordance with the publisher's terms and conditions.
Any unauthorized reproduction, distribution, or use is strictly prohibited.
2.11 Termination and suspension
The publisher or GESTINNOV reserves the right to suspend or terminate access to licenses in the event of non-compliance with the contractual terms and conditions or failure to pay by the Customer.
The amounts due remain payable until the effective date of termination.
2.12 Confidentiality
The parties undertake to keep confidential any commercial, technical, and financial information exchanged in connection with the sale of licenses.
3. Sale of maintenance services
3.1 Purpose
The purpose of these General Terms and Conditions of Sale (hereinafter "GTC") is to define the conditions under which GESTINNOV provides the Customer with IT maintenance services, including in particular preventive, corrective, and upgrade maintenance of IT systems, hardware, software, networks, and infrastructure.
3.2 Scope of application
These Terms and Conditions apply to all sales of IT maintenance services agreed between GESTINNOV and the Customer. They take precedence over any other document provided by the Customer, unless expressly agreed otherwise in writing. All orders imply unconditional acceptance of these Terms and Conditions.
3.3 Description of services
Maintenance services may be performed remotely and/or on-site, according to the terms defined in the quote or contract. They may include, but are not limited to:
- preventive maintenance (inspections, updates, checks),
- corrective maintenance (diagnosis and resolution of incidents),
- upgradable maintenance (improvements, adaptations, upgrades),
- technical assistance and support.
The exact scope of services is defined in the quote, maintenance contract, or service level agreement (SLA).
3.4 Order and duration
All maintenance services are subject to a quote or contract specifying the duration, scope, service levels, and financial terms. The order is considered firm and final upon written acceptance by the Customer.
Maintenance contracts are concluded for a period of one year with tacit renewal, according to the terms and conditions set out in the contract.
In the event of termination by either party, the decision must be notified by registered letter with acknowledgment of receipt at least four (4) months before the end date of the contract.
3.5 Obligations of the service provider
GESTINNOV undertakes to perform the services in accordance with industry standards and best practices in the IT sector. It is bound by an obligation of means.
GESTINNOV does not guarantee the total absence of malfunctions, particularly due to external causes or causes beyond its control.
3.6 Customer Obligations
The Customer agrees to:
- provide GESTINNOV with all necessary information, access, and authorizations,
- maintain its equipment and software in a condition that complies with the recommendations of manufacturers and publishers,
- have valid software licenses,
- make regular backups of your data.
GESTINNOV cannot be held liable for any loss of data in the absence of effective backups.
3.7 Délais d’intervention
Response times and durations are provided for informational purposes only, unless specifically agreed upon in a service level agreement (SLA). Response times may vary depending on the criticality of the incident, resource availability, and technical constraints.
3.8 Prix
Prices are quoted in euros excluding tax. They may be fixed (maintenance contract) or billed on a time-spent basis. Prices do not include parts, equipment, licenses, or services outside the scope of the contract.
Any work not specified in the contract will be subject to additional billing.
3.9 Payment terms
Unless otherwise specified, invoices are payable within thirty (30) days of the invoice date. In the case of recurring contracts, invoicing may be monthly, quarterly, or annually.
Any delay in payment will result in late payment penalties calculated at three (3) times the legal interest rate, as well as a fixed compensation fee of €40 for collection costs.
3.10 Liability
GESTINNOV's liability is limited to direct and proven damages resulting from an established fault. In any event, GESTINNOV's liability is capped at the total amount excluding tax paid by the Customer for maintenance services over the last twelve (12) months.
GESTINNOV cannot be held liable for indirect damages, operating losses, data loss, or commercial losses.
3.11 Maintenance exclusions
The following are specifically excluded from maintenance services, unless expressly agreed:
- breakdowns resulting from misuse,
- hardware failures covered by the manufacturer's warranty,
- incidents caused by unauthorized or outdated software,
- interventions resulting from modifications made by a third party.
3.12 Termination
In the event of a serious breach by one of the parties of its obligations, which is not remedied within thirty (30) days of formal notice, the contract may be terminated automatically.
In the event of early termination by the Customer of a fixed-term contract, the sums remaining due until the end of the contract term shall remain payable, unless otherwise stipulated.
3.13 Confidentiality
The parties undertake to keep strictly confidential any technical, commercial, and financial information exchanged in connection with IT maintenance.
In all cases,
4. Force majeure
Neither party shall be held liable for any failure to perform due to force majeure as recognized by French case law.
5. Personal data
The parties undertake to comply with applicable regulations on the protection of personal data, in particular Regulation (EU) 2016/679 (GDPR). With regard to the sale of licenses, the publisher acts as data controller or data processor depending on the services concerned.
6. Applicable law and jurisdiction
These Terms and Conditions are subject to French law. Any dispute relating to their interpretation or execution shall fall within the exclusive jurisdiction of the courts of the jurisdiction of GESTINNOV's registered office, unless otherwise required by law.
Dernière mise à jour : 1er Janvier 2026