ST DIGITAL | General Terms and Conditions of Sale (GTC)

LEGAL TERMS

GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE PROVISION

Preamble

Once signed, a contract, quotation, purchase order or commercial proposal constitutes a firm order. Your signature represents a definitive and irrevocable commitment. The undersigned declares that they formally hold the necessary authority to bind their company. They acknowledge having read this clause and the general terms and conditions of sale, particularly regarding pricing, payment terms and contract duration.

Scope of application

They are accessible at any time from the Internet address https://st.digital/a-propos-de/conditions-generales-de-vente-et-de-prestation-de-services/ , and shall prevail, where applicable, over any other version and over the customer's own purchasing conditions or other terms. In the case of recurring services, any amendment to the General Terms and Conditions of Sale and Service Provision must be notified on the invoice, the payment of which shall constitute, unless otherwise indicated by the customer, acceptance of the new General Terms and Conditions of Sale and Service Provision.

Unless otherwise specified in writing, placing an order with « ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE » implies full and unconditional acceptance of our General Terms and Conditions of Sale and Service Provision.

These General Terms and Conditions of Sale and Service Provision apply, without restriction or reservation, to all products and services offered by the company « ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE ».

General Terms and Conditions of Sale

*CLOUD & LICENCE*	50% upon order – 50% 30 days after delivery
*SERVICES & SUPPORT*	30% advance – 30% upon intermediate deliverable – 40% upon delivery
*TRAINING*	20% upon order – 80% upon completion of training
*TRANSFO*	30% advance – 30% upon intermediate deliverable – 40% upon delivery
*CLOUD STD(IAAS, SAAS, CSP Store)*	100% upon order
*CLOUD DTCS ( COLO)*	Monthly or quarterly or annually in advance
*DIGITAL AGENCY*	30% advance – 30% upon intermediate deliverable – 40% upon delivery
*OTHER*	50% upon order – 50% 30 days after delivery

Pricing

The current pricing for services is available from " ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE ", upon request. Prices are quoted exclusive of taxes and, in the case of subscriptions, are subject to revision at each anniversary date of the current contract.

Termination

Unless otherwise indicated by " ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE", periodic contracts may be terminated at any time, provided that all invoices already received covering a service already performed or commenced have been settled.

Payment

In consideration of its products and services, ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE shall receive the amounts whose sums and payment terms are set out in the Special Conditions or the Order (signature of the quotation, contract, or purchase order). Unless otherwise indicated by ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE, payment is made 50% upon order and 50% upon delivery, payable within 30 days of the invoice issuance date. Payment for periodic services (hosting, domain name management, maintenance, etc.) is made monthly, quarterly, or annually within 30 days of the invoice issuance date. Duties and taxes will be invoiced at the legally applicable rate on the date of invoicing. Payment of the 50% deposit invoice is a prerequisite for the commencement of the project.

Late payment

In the event of late payment or payment default, ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE reserves the right to suspend the execution of services or to restrict the provision of services. The suspension of services does not release the Client from the obligation to pay all amounts due and any applicable surcharges.

Under no circumstances shall « ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE» be held liable for any losses incurred as a result of the suspension of services provided due to non-payment of amounts due.

Any late payment, from the contractual due date, will result in the application of the commercial code. A fixed penalty of 5% shall become automatically due, along with additional recovery costs, without any prior formality. Furthermore, penalties in respect of late payment interest shall be claimed.

Responsibilities

The Client undertakes to provide "ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" with accurate, high-quality data and information that reflect reality. The Client undertakes to comply with all applicable legal and regulatory requirements relating to data processing, files and freedoms.

"ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" undertakes to provide the best possible service to the client, but shall not be held liable for technical issues arising from the failure of its suppliers to meet their commitments (such as power outages or hardware failures) or exceptional circumstances known as force majeure events, including prolonged failure of the public electricity distribution network, strikes, riots, wars, storms, earthquakes, epidemics, failures of the public telecommunications network, or loss of Internet connectivity due to public and private operators on which "ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" depends.

In the event of an identified malfunction in the services provided by "ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE", "ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" undertakes to work closely and responsively with the Client to resolve the issue.

The financial liability of "ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" may not be engaged beyond the contractual amounts committed for the application in question that may give rise to operating losses. This clause shall be construed as a limitation of liability clause.

Customer reference

The Client authorises ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE to mention its name or corporate name, and where applicable to illustrate it with its logo, in its commercial documents, as a reference for the purposes of the commercial promotion of ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE.

Confidentiality

Each party to this agreement undertakes, on its own behalf and on behalf of its employees, to treat as confidential, for the duration of this agreement and after its expiry, all documents, systems, software and know-how originating from the other party which it may have become aware of in the course of performing this agreement, and not to use them beyond the needs of this agreement.

Information that has entered the public domain or whose disclosure has been authorised in writing by the party concerned is not subject to this confidentiality obligation.

The contract may be terminated by operation of law, without any judicial or extrajudicial formality, if either party fails to meet the obligations stipulated herein or in the Special Conditions or the Order, and does not remedy such failure within one month of receiving formal notice by registered letter with acknowledgement of receipt or extrajudicial act, and this without compensation and without prejudice to any amounts remaining due and all damages and interest.

Security and data management

"ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" takes all appropriate precautions to preserve the security and confidentiality of the personal data to which it has access, and in particular to prevent it from being distorted, damaged or accessed by unauthorised third parties. With the exception of applications made available by "ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" for which it guarantees security, the client is responsible on their end for the security of the applications they deploy on "ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" hosting infrastructure.

"ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" undertakes not to disclose the personal data collected. "ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" may, however, be required to disclose such data to judicial and/or administrative authorities, particularly in the event of a requisition. In such cases, and unless prevented by a legal provision, "ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" undertakes to inform its client and to limit the disclosure of data to that expressly required by said authorities.

"ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" is authorised to store and process the personal data of individuals with whom it is in contact in order to provide its service, including in particular their surname, first name(s), telephone number(s), email address(es), preferences and the nature of their relationship with the client. "ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" is authorised to store and process activity logs and usage logs of the tools it makes available. "ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" is authorised to store and process the usernames and passwords of its clients, where these are necessary to carry out its service. To provide its service, "ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" is authorised to access, transfer, store and carry out processing on all log files, whether they directly or indirectly contain personal data.

To provide its services, "ST DIGITAL – SOLUTIONS DE TRANSFORMATION DIGITALE" may be required to transmit, store and process its clients' data.

Prohibited uses

Undertake any other activity that violates the law and threatens the integrity of a computerised system or violates generally accepted rules of conduct on the Internet.
Unauthorised access or attempted unauthorised access to a computer system.
Displaying defamatory or insinuating statements.

Disputes

The Parties undertake to resolve amicably any dispute arising in the context of the execution of these general terms and conditions of sale.
In the event that the amicable resolution attempt fails within 30 days, any dispute arising in connection with the validity, interpretation, performance, non-performance, interruption or termination of this agreement shall be submitted to mediation and arbitration under the auspices of the Centre Permanent d'Arbitrage et de Médiation du CADEV (CPAM), in accordance with its applicable Rules.
The procedure chosen by the Claimant is binding on the Respondent.
The Parties undertake to respect and execute in good faith the decision resulting from the procedure administered by the CPAM. In the event of mediation, they waive any reservations or challenges before the judge seized of the approval of their agreement.
The seat of arbitration shall be Douala.
The Arbitral Tribunal shall be composed of three arbitrators.
The Parties agree that the language of arbitration shall be French.