1. Subject and definitions

The present contract describes the conditions of subscription and implementation of the Products and Services published and marketed by Bricklead applying to the clients of the Partner.

The Partner undertakes to ensure the signature of these conditions to enable its clients to exercise the terms of this contract. These conditions, hereinafter referred to as the “EULA” (End-User License Agreement), apply to all End-Users in relation to the supply of Products to the Client by the Partner. They apply to all orders sent by the Client to the Partner or Bricklead, as the case may be.

These EULA express the entire agreement of the Parties with respect to its subject matter. They replace and supersede any prior agreement or undertaking, written or oral, relating to the same subject matter.

The terms and conditions of purchase or any other similar document drawn up by the Client are expressly excluded.

The nullity of all or part of a clause has no effect on the rest of this clause and of the EULA. Bricklead’s breach of any of its obligations under the EULA shall not be construed as a waiver of such obligation in the future.

As the EULA may be subject to subsequent modifications, the valid version applicable to the Client’s order is the one in force on the date the Contract is signed.

2. Contract documents

  • The present conditions
  • Exhibit 2: Data Processing Agreement (DPA)

3. Definitions

Order Form refers to the signed order form between the Partner and the End-User sent to Bricklead together with the signed EULAs.

Client refers to the organization that has contracted with the Partner to order Bricklead’s Products and Services.

Support Contract refers to the contract, if any, entered between the Partner and the End-User under which the Partner provides support services (user assistance, installation, etc.) to the End-User in accordance with the terms of this agreement.

Documentation refers to any instructional material designed and intended to teach, help and assist any End-User in the operation and use of the Products. Update refers to corrections or improvements to Products published by Bricklead. These updates do not include rights to new modules developed by Bricklead or new versions of the Products.

Partner refers to the reseller authorized to resell Bricklead’s Products and services.

Product refers to all standard software products deployed in SAAS mode in their current version, published and distributed by Bricklead to partners or end-users in accordance with this contract and the End-User License and Use Agreement (EULA).

Service refers to subscription services, updates, maintenance in operational conditions, training, and documentation of Products and additional services, or any other complementary service subject to a quotation.

End-User refers to the end-user(s) of the Partner’s or Bricklead’s Client, as the case may be, who has signed Bricklead’s EULA.

4. Intellectual property

The Products (as well as any specific or similar developments supplied under the Contract) remain the property of Bricklead, including its documentation and any updates, old, current, or future versions. A non-exclusive and non-transferable right of use is granted to the Client in accordance with the terms of the applicable license and within the limit of the number of users specified in the order form.

These EULA grant the Client a non-exclusive and non-transferable right of use for the duration of the Contract and in consideration of the Client’s compliance with its commitments, in accordance with their intended purpose and user documentation, and for the number of users and the Client’s professional needs expressly specified in the order form.

Any other use of the Products, specific developments or similar published or developed by Bricklead not expressly authorized within the framework of the Contract is unlawful. In particular, the Client is prohibited from:

  • any permanent or temporary representation or reproduction, in any form and on any type of support whatsoever, by modification, export, merger or inclusion in another software and/or modification of the accompanying documentation.
  • any reproduction other than a backup copy, it being specified that backup copies are the property of Bricklead;
  • any translation, adaptation, arrangement or modification.
  • any provision to third parties in whole or in part and by any means, rental, transfer, sale, etc.;
  • any disclosure, commercialization or use for the benefit of third parties, as well as any training in their use other than by the Users identified on the order form;
  • any modification or intervention of any kind, including for the purpose of correcting errors that may affect their operation, insofar as the right to correct said errors is reserved solely to Bricklead.
  • any disclosure of their performance.

5. Scope of license

The Client and its subsidiaries are granted the right to use the Products under the conditions and limitations specified in the order form (indicating, for example, the number of users or other relevant parameters to be included in the license).

The Client warrants that its affiliates comply with the terms of the EULA and are bound by the terms set forth, prior to granting affiliates access to the Products. The Client shall indemnify Bricklead for any breach of the EULA by the Client, its affiliates or its users. Any breach of the EULA by the Client shall entitle Bricklead to terminate the EULA and pursue all remedies available to it.

Products may only be used for the purposes for which they have been designed in accordance with their technical documentation.

All rights are granted on condition that the Client pays all fees related to the use of the Products by the applicable due dates.

Each Product is standard, and it is the Client’s responsibility to ensure that the functionalities of the Products ordered meet its needs.

6. Conditions of availability

Bricklead undertakes to make the Products available in accordance with the Order Form. The provision of the Products and their updates constitutes delivery, independently of any installation or reception. The Products will be made available via download. End-users or their IT integrators are solely responsible for implementing the Products or their updates, unless they have recourse to a service provided by Bricklead and invoiced separately.

7. Updates

The license includes the right to access and use updates to the Products, consisting of corrections or improvements to the standard Products. These updates do not include rights to new modules developed by Bricklead or new versions of the Products.

The End-User is hereby informed and accepts that ongoing technological developments may lead Bricklead to provide the End-User updates to the Products, which may require updates to its hardware and software infrastructure, at the End-User’s expense and responsibility.

7.1. Updates provided by Bricklead

Bricklead provides application updates at a rate it deems appropriate to ensure the proper functioning of the Products. Bricklead will provide updates on the latest version of the Products until a new version is available.

The End-User must implement the updates to use them, unless otherwise stipulated in the order form. Until Bricklead’s updates have been implemented, the End-User may not use the maintenance services stipulated in the EULA.

7.2. Ongoing updates

Bricklead corrects and improves the Products on an ongoing basis without User intervention in accordance with the order form.

8. Software maintenance

8.1. All requests for correction of reproducible software bugs of the products must be submitted to the Partner, who will deliver a corrected version of the Products at no additional cost. The End-User undertakes to comply with the recommendations provided by Bricklead concerning the technical environment necessary for the proper operation of the Products and, without this list being exhaustive, the prerequisites, installation and operating instructions, and backup conditions.

8.2. Bricklead shall not be liable for any of the following services:

(i) work and interventions concerning the implementation and operation of all IT resources and infrastructure for the End-User and Beneficiaries not provided by Bricklead (telecommunications, networks, security equipment, hardware, software, etc.),

(ii) problem solving following:

  • error, incorrect installation, handling or use by the End-User or a Beneficiary or their users,
  • relocation of the equipment, or failure to comply with the recommendations of Bricklead, manufacturers or publishers of the hardware and software used,
  • fraudulent introduction or hacking of data, or in the event of viruses detected on the workstations of the End-User, a Beneficiary or its users, even if an antivirus is available, unless the fraudulent introduction or hacking of data has been caused by Bricklead,
  • failure of the hardware supporting the Products (computer, network) or damage caused by water, falls, sudden shocks, lightning, collapse of the premises and, in general, any accident or disaster likely to damage the equipment

(iii) the resolution of problems on the technical and functional perimeter which have been subject, in whole or in part, to modification, alteration or intervention by the End-User, a Beneficiary, its users or a third party, without the prior written agreement of Bricklead,

(iv) backups of files and operating data (other than those inherent in the hosting of Products and related data for which Bricklead is responsible under the terms of the Contract).

Any analysis work performed by Bricklead in response to a client-reported application bug will be charged at Bricklead’s current rates if the issue arises from a cause unrelated to the Products.

9. Assistance and support conditions

Assistance and support services, excluding reproducible application bugs, will be the subject of an assistance contract between the Client and the Partner, who is solely authorized to handle complaints of the Client’s complaints.

10. Orders

The Partner shall provide the client with a duly completed order form for the Products and additional services, together with the signed EULA. The Partner is not authorized to amend the EULA, nor to enter into any other agreements that modify or add to the EULA, without Bricklead’s prior written consent. All purchase orders are subject to acceptance by Bricklead at its sole discretion.

11. Pricing

The prices applied are those set out in the order form signed between the Partner and its Client and include the license for the use of the Products, software maintenance and updates of the Products, and hosting. Assistance and support services are additional services that are not included in Bricklead’s rates.

12. Terms of payment

The applicable subscription payment terms are set out in the order form signed between the Partner and its Client, the End-User.

Prices are automatically, ipso jure, without prior formality or notice, indexed upwards on the French index named SYNTEC, once a year on the anniversary date of the Contract, by applying the following formula: P = P0 S/S0 where P = new price; P0 = initial price; S = latest SYNTEC index published on the invoice date; S0 = latest SYNTEC index published on the Contract signature date..

13. Warranties

13.1. Anti-virus warranty

Bricklead guarantees that the Products provided are virus-free. The End-User is hereby informed that he must take all necessary measures to protect his information system, and to protect it against viruses, worms and other hostile intrusion methods.

13.2. Compliance Warranty

For a period of thirty (30) days following the signature of these EULA and the validation of the order by Bricklead, the latter guarantees to the End-User that the Products will, in all material aspects, conform to and operate in accordance with the documentation accompanying such Products.

The End-User must report to the Partner in writing of any malfunction during the warranty period so that he may escalate the request to Bricklead. Bricklead undertakes to correct any reproducible material non-conformity of the Products so that it complies with the present warranty.

Bricklead does not warrant that the functions contained in the Products and third-party software will meet End-User requirements or that the operation of the Products will be error-free.

The warranty is also limited to the latest commercial version of the Products.

Any modification, including changes to the application code of the Products by a person other than Bricklead, avoids the previous warranty on any part of the Products that has been modified or affected by such modification.

13.3. Warranty of Eviction

Bricklead guarantees to the End-User the peaceful use of the rights granted on the Products. Bricklead declares to have granted, when required, all necessary rights and authorizations from third parties holding intellectual property rights on the licensed elements, allowing it to grant these intellectual property rights to the End-User.

Accordingly, Bricklead indemnifies the End-User from any action, claim, allegation, demand or opposition from any person claiming an intellectual property right, on all or part of the aforementioned elements delivered, used or more generally implemented as part of the Contract.

Bricklead undertakes, at its own expense and at its own discretion, to either:

  • obtain for the End-User the right to continue to use the license elements, without this involving any additional costs whatsoever for the End-User,
  • modify or replace the license elements so that they cease to be infringed. Third-party software is guaranteed by the relevant publisher.

14. Responsibilities

14.1. Bricklead undertakes to take all possible care in the performance of its obligations, considering the state of the art in use in its profession, and is subject to an obligation of means. Bricklead shall only be liable for direct and foreseeable damage resulting from a proven breach of its contractual obligations. Bricklead shall in no event be liable for any consequential and/or indirect damages. Any damage suffered by a third party is indirect damage and does not give rise to compensation. In particular, Bricklead shall not be liable for operating or production loss, loss of profit, consequential loss or otherwise, commercial loss, loss of data, or damage caused by downloads.

14.2. Each Party assumes responsibility for the consequences resulting from its own faults, errors or omissions, as well as from the faults, errors or omissions of any subcontractors causing direct damage to the other Party.

14.3. In the event that Bricklead’s liability is proven and upheld on any grounds whatsoever, the maximum cumulative compensation to which the Client may be entitled for all damages suffered will be limited to the amount paid under the contract during the last twelve months.

In general, if the Client fails to invoke Bricklead’s contractual liability within one year of the occurrence of the damage, the Client will be deemed to have waived his right to invoke the contractual breach and his action against Bricklead will be definitively barred.

Neither party may be held liable for any breach of its contractual obligations in the event that it is prevented from performing its obligations as a result of force majeure as defined in article 1218 of the French Civil Code and understood by French case law.

14.4. Neither Party shall be liable for any breach of its obligations under the Agreement, if such breach results from:

  • a government decision, including any withdrawal or suspension of authorizations of any kind,
  • a total or partial strike, inside or outside the company,
  • of a fire,
  • natural disasters,
  • a state of war a total or partial interruption or blockage of telecommunications or electricity networks,
  • computer hacking or, more generally, any other event of force majeure as defined by case law.

The Party observing the event must immediately inform the other Party of its inability to perform. The suspension of obligations or delay shall in no case be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages or penalties for delay.

15. Contract duration

The initial term of the contract is specified in the purchase order signed between the Partner and the Client, End-User.

The contract may subsequently be renewed at the end of the initial period, for a duration identical to the initial period, unless terminated by one of the Parties by written notification with acknowledgement of receipt, giving three months’ notice.

16. Early termination

16.1. This Agreement may be terminated by Bricklead or the Partner at any time by written notice to the End-User in the event of the End-User’s breach of any of its obligations under the Agreement, provided that such breach has not been remedied within thirty (30) days of written notice from Bricklead and/or the Partner.

16.2. In the event of interruption by the End-User of the performance of the present Contract, without Bricklead being held responsible for this situation, the End-User undertakes to pay Bricklead the total amount of the subscription due until the end of the term provided for in the “Term” article of the present Contract.

16.3. This Agreement may be terminated by the End-User by written notice to Bricklead in the event of breach of its contractual obligations, provided that such breach has not been remedied within thirty (30) days of the End-User’s written notice.

17. Conformity check

At its request and expense, Bricklead may audit, or have audited by a Partner or a third party, the use of the Products by the Client and its Subsidiaries. Such an audit must be carried out during normal working hours at the Client’s and/or its Subsidiaries’ premises or online and must not unreasonably interfere with the Client’s activities. If an audit reveals that the Client has under-declared the actual use of the Products, subject to remedies at common law, the Client will be invoiced the unpaid fees plus a penalty of 15%. Bricklead is authorized to include and/or activate in its Products usage tracers that enable compliance with this Agreement to be verified about the use of the license.

18. Privacy

The Parties undertake to keep strictly confidential all information concerning the other Party to which they may have access in the course of the Contract, and more particularly any element, material or immaterial, deliverable, know-how, code, document, of any nature, scientific, technical, industrial, IT, commercial, strategic or other, obtained in the course of the Contract and which is not in the public domain. The purpose of the Contract, as well as the terms and conditions of its execution and remuneration, also constitute confidential information.

The Client undertakes to take all necessary measures to ensure that the studies supplied, and tools made available to it under the Contract, in particular software, specifications, databases, algorithms and their documentation, are not disclosed to third parties or used for any purpose other than the performance of the Contract.

The obligation of confidentiality set out in the present article applies throughout the duration of the Contract, and for a period of 5 years following its termination. At the end of the Contract, the sending Party’s confidential information must be returned to it on request or destroyed.

The Client is responsible for the proper execution of this confidentiality obligation by its employees, managers, staff, subsidiaries, and subcontractors.

19. Transfer

The Client may not assign or transfer its rights or obligations under this Agreement to any third party, including any group of companies, parent companies and affiliates of the Client, without the written consent of Bricklead, which may impose financial consequences on such assignment or transfer of the Client’s rights and obligations. Any attempt by the Client to assign or transfer this Agreement in violation of the foregoing shall be null and void.

20. Insurance

Bricklead declares that it is insured for professional civil liability with a reputable and solvent company for all material damage resulting from the performance of the Contract by its staff or collaborators. At the Client’s request, a certificate of insurance specifying the purpose of the cover may be provided.

21. Subcontracting

The Client accepts that Bricklead may, freely and without prior formality, subcontract all or part of its obligations hereunder, under its responsibility. In the event of subcontracting, Bricklead shall be solely liable for compliance with its obligations under the Contract. In any event, the Client hereby accepts that, depending on the items ordered, services may be subcontracted to companies in the group to which Bricklead belongs (DIMOOD GROUP).

22. Advertising

The Client authorizes Bricklead to quote its name and/or use its logo in its commercial references, on any document or medium, in any publication and/or press release.

The Client agrees that Bricklead may publish on its website a written and video testimonial after 3 months of using the solution.

23. Applicable law - Disputes

Only French law is applicable to the Contract and to the relations between the Parties.

In case of dispute, the Client is requested to contact the management of Bricklead before any other proceeding, in order to seek an amicable solution. Otherwise, the Parties may refer the matter to the competent court within thirty (30) days. To this end, they expressly grant jurisdiction to the Commercial Court of Paris, even in the event of summary proceedings, warranty claims, incidental claims or multiple defendants.

For international contracts, they assign jurisdiction to the International Chamber of the Commercial Court of Paris.