TERMS OF SALE
Acceptance of Terms of Sale and Services
These general terms of sale and services are brought to the attention of any person (entity, company, natural or legal person, client...) hereinafter referred to as "CLIENT" before any collaboration with ONAPPLI SAS.
The CLIENT acknowledges acting exclusively for purposes within the scope of their professional activity, so that they cannot be qualified as a consumer within the meaning of consumer law. These general terms apply only to business-to-business (B2B) relationships.
The SERVICE PROVIDER is ONAPPLI SAS (hereinafter "the SERVICE PROVIDER"), with a share capital of €32,000, registered with the Toulouse Trade and Companies Register under number 793 220 914, with its registered office at 52 chemin des Vivans, 31600 Muret, represented by Mr. Frédéric SOUHCKOFF as President, VAT number: FR69793220914. They are available via hyperlink on the website www.onappli.com and www.onexpense.com (hereinafter "the Site") under the corresponding section.
Consequently, requesting the services provided by the SERVICE PROVIDER and having such request accepted by the SERVICE PROVIDER implies full and complete acceptance of these general terms of sale and services by the CLIENT. They prevail over any purchasing conditions, except for express and formal derogation by the SERVICE PROVIDER.
In such case, any derogation from these general terms of sale and services must be the subject of a written contractual agreement (or written special terms of sale) for the products or services concerned, between the SERVICE PROVIDER and the CLIENT.
These general terms of sale and services are presented in French and this version is the only valid version between the SERVICE PROVIDER and the CLIENT. The SERVICE PROVIDER reserves the right to modify these general terms of sale and services at any time and without notice, in order to take into account legal, regulatory, case law, or technical developments related to its activities.
The new general terms of sale and services apply to any new order placed after their publication on the Site, as well as to current subscription contracts from their next renewal date. The CLIENT is therefore invited to regularly consult the general terms of sale and services on the Site https://www.onexpense.com under the corresponding section.
PURPOSE
The SERVICE PROVIDER has IT service activities covering in particular the creation of websites, their SEO, domain name reservation, preventive and corrective IT maintenance, software development and production, IT audit, as well as all training and/or IT assistance services.
Consequently, these general terms of sale and services are intended to detail the rights and obligations of the SERVICE PROVIDER and its CLIENT in the context of the sale of products or the execution of IT services as described in the preceding paragraph.
CONTRACT – SERVICE CHARACTERISTICS
The contract concluded between the SERVICE PROVIDER and the CLIENT (hereinafter "the Contract") consists of the following contractual documents:
- These general terms of sale and services
- Special terms concluded between the SERVICE PROVIDER and the CLIENT which may supplement and/or derogate from these general terms of sale and services; special terms may take the form of a contract, a purchase order, or a quote duly accepted by the SERVICE PROVIDER and the CLIENT.
The respective obligations of each Party arise from the moment the CLIENT has duly signed and returned by fax or email (scanned document) the quote, purchase order and/or contract issued by the SERVICE PROVIDER.
In the absence of a written document, requesting in any manner whatsoever (by email, telephone, orally, etc.) the services of the SERVICE PROVIDER and having such request accepted by the latter implies full and complete acceptance of these general terms of sale and services by the CLIENT and gives rise to the rights and obligations stipulated therein for each Party.
For ONexpense Software subscriptions taken out online, acceptance of these Terms of Sale results from the CLIENT's validation of the registration form.
The SERVICE PROVIDER may decide to refuse, interrupt, or modify the scope of its service, without compensation to the CLIENT, from the moment when:
The CLIENT does not have or no longer has the skills necessary and specific to the final completion of the service, particularly in the case where the CLIENT refuses to follow the advice provided by the SERVICE PROVIDER or the training provided by the SERVICE PROVIDER necessary for the final completion of the service.
The SERVICE PROVIDER is the sole point of contact within the framework of the contract defined between the CLIENT and the SERVICE PROVIDER. In no case does the CLIENT have the right to directly contact the SERVICE PROVIDER's subcontractors, including ENSILOG SAS, for the purpose of renegotiating the contract without going through the SERVICE PROVIDER. Any breach of this obligation will constitute a serious breach authorizing the SERVICE PROVIDER to terminate the Contract as of right, without prejudice to any claim for damages.
ONEXPENSE SOFTWARE SUBSCRIPTION – DURATION – TERMINATION
Subscription Duration
The ONexpense software subscription is concluded for an initial duration corresponding to the formula chosen by the CLIENT (monthly or annual) from the activation of access. The subscription is then tacitly renewed for successive periods of the same duration, unless terminated by either Party.
Termination
Each Party may terminate the subscription at any time, subject to notifying its decision at least one (1) day before the current renewal date. Termination may be made:
- Directly from the CLIENT's account management interface;
- By email to: support@onexpense.com.
Termination takes effect at the end of the current period. No pro-rata refund will be made for the remaining period.
Suspension for Non-Payment
In case of automatic payment failure or non-payment of the subscription, the following procedure applies:
- An automatic notification is sent to the CLIENT by email informing them of the payment failure and inviting them to regularize their situation;
- Failing regularization within thirty (30) days following the payment due date, the SERVICE PROVIDER reserves the right to suspend access to the service;
- This suspension results in the deactivation of the CLIENT's user licenses.
Reactivation of the service occurs upon payment regularization.
Fate of Data at End of Contract
At the end of the Contract, whatever the cause, the CLIENT remains responsible for exporting and backing up their data. The CLIENT has thirty (30) days from the end of the Contract to export their data via the export features available in the application (export included in the subscription).
After this period, the SERVICE PROVIDER will proceed with the permanent deletion of the CLIENT's data, subject to legal retention obligations, particularly for legally archived data which will be retained for the legal period of ten (10) years.
QUOTE - ORDER PLACEMENT
QUOTE
For certain services, the SERVICE PROVIDER may send a quote to the CLIENT. Quotes are only valid if written, for a fixed period of 20 days from the date the document is sent to the CLIENT, unless otherwise agreed in writing by the SERVICE PROVIDER. After the 20-day period, the SERVICE PROVIDER cannot commit to offering the CLIENT the products or services described in the initial quote under the same conditions as previously.
ORDER
When an order placed by a CLIENT with the SERVICE PROVIDER is formalized by the creation of a quote, it summarizes the characteristics of the SERVICE PROVIDER's offer. The order is definitively validated after final acceptance of the quote by the SERVICE PROVIDER and the CLIENT. Thus, these orders are no longer subject to modification or cancellation after acceptance by the SERVICE PROVIDER of the quote signed by the CLIENT.
Payment of a deposit to the SERVICE PROVIDER by the CLIENT upon order, or the signing of the quote by the CLIENT is sufficient to consider the Contract formed.
SERVICE PRICE – DEADLINE – PENALTIES
PAYMENT CONDITIONS
Prices are firm and non-revisable. Payment terms differ according to the nature of the services:
ONexpense Software Subscription:
Subscription payment is due immediately upon subscription and at each renewal date. Payment is made by credit card or SEPA direct debit via the secure Stripe payment platform.
Additional Service Provisions:
Unless otherwise stipulated, invoices for service provisions (specific developments, training, audit, etc.) are payable within thirty (30) days from their date of issue, by bank transfer.
In case of installment payment accepted by the SERVICE PROVIDER, the payment terms are specified in the special conditions, quote, or purchase order accepted by the CLIENT.
Prices are those of the rates in effect on the date of the offer. They are quoted excluding tax in euros. They are subject to value added tax at the rate in effect on the invoice date.
The conditions of the offer contained in the quote concern exclusively the services specified in the quote. Any additional services not provided for in the quote will be subject to additional invoicing equal to the prices of said additional services.
LATE AND NON-PAYMENT
Any unpaid amount will be considered as late payment and will automatically result in the application of a late payment penalty equal to three times the legal interest rate in effect, as well as a fixed indemnity of €40 for collection costs, in accordance with applicable legal provisions.
In case of persistent non-payment, the SERVICE PROVIDER reserves the right to suspend or cancel any service in progress and to refuse any new order, after sending a reminder by email. The CLIENT will then be liable for the full amounts due.
For the ONexpense software subscription, the suspension procedure is that described in the "ONEXPENSE SOFTWARE SUBSCRIPTION – DURATION – TERMINATION" section (automatic notification then suspension after 30 days).
WARRANTY
This warranty applies to specific developments and software production services. The ONexpense software subscription is governed by the provisions of the "ONEXPENSE SOFTWARE SUBSCRIPTION – DURATION – TERMINATION" section.
The warranty applies during the first year after validation of the acceptance report. The Warranty applies to malfunctions due exclusively to software developed by the SERVICE PROVIDER; all third-party software or any other development cannot be attributed to the SERVICE PROVIDER.
The conditions will be established precisely at the time of deployment (versions, identification, exhaustive list of all software used and others). The SERVICE PROVIDER guarantees the operation of the application, website, mobile applications. If one of the components changes, then a non-regression test will be set up as part of the support contract.
The CLIENT may request a modification of the sources from the SERVICE PROVIDER. The service will be invoiced at the price established by contract between the two parties. If an application problem reported by the CLIENT is not the responsibility of the SERVICE PROVIDER, the client will be invoiced pro rata of the days spent at the daily rates specified in the contract or, failing that, at the current rate.
SERVICE PROVIDER LIABILITY
The SERVICE PROVIDER is bound, under these terms, to an obligation of means and not of result.
Repairs due by the SERVICE PROVIDER in case of failure of a service provision or sale resulting from a fault established against it will correspond solely to the direct, personal, and certain harm related to the failure in question, to the express exclusion of any indirect damage such as, in particular, commercial harm, loss of orders, damage to brand image, any commercial disruption, loss of profits or Clients (for example: untimely disclosure of confidential information due to a computer system defect or hacking, action by a third party against the CLIENT, etc.).
In any event, the amount of damages that could be charged to the SERVICE PROVIDER, if its liability were engaged, will be limited to the amount of sums actually paid by the CLIENT to the SERVICE PROVIDER for the service invoiced to the CLIENT by the SERVICE PROVIDER or to the amount of sums corresponding to the price of the service, for the part of the service for which the SERVICE PROVIDER's liability has been retained. The lower of these amounts will be taken into consideration.
The CLIENT acknowledges that no provision of these terms will release them from the obligation to pay all amounts due to the SERVICE PROVIDER for services rendered.
APPLICABLE LAW - JURISDICTION
This Contract is subject to French law, to the exclusion of any other legislation.
In case of disputes between the Parties, and with a view to finding a solution to any dispute that may arise in the performance of these terms, the Parties agree to meet within fifteen days from receipt of a registered letter with acknowledgment of receipt, notified by one of the two Parties, or an email.
If, at the end of the fifteen-day period, no amicable solution has been found, the Parties will regain their freedom and the dispute will be submitted to the competent courts of TOULOUSE, notwithstanding plurality of defendants, incidental claims, third-party claims or warranty claims, even for conservatory procedures, in summary proceedings or by petition.
MISCELLANEOUS
If one or more clauses of the Terms of Sale and Services are held to be invalid or declared as such pursuant to a law or following a final decision of a competent court, the other clauses will retain all their force and scope.
The SERVICE PROVIDER may then replace the clause declared null and void with a clause that comes closest in content to the clause initially established, in particular in order to maintain the balance of the Terms of Sale and Services. In this case, the new clause will then apply in place of the old clause.
FORCE MAJEURE
Neither Party may be held liable for the non-performance or delay in the performance of any of its obligations if such non-performance or delay results from a case of force majeure within the meaning of Article 1218 of the Civil Code.
Are notably considered as cases of force majeure, in addition to those usually recognized by the case law of French courts: natural disasters, earthquakes, floods, fires; epidemics and pandemics; wars, attacks, riots, civil unrest; general strikes; governmental or legal decisions preventing the performance of the contract; general and lasting failures of telecommunications or electricity networks; large-scale cyberattacks affecting the infrastructures of the SERVICE PROVIDER or its subcontractors.
The Party affected by a case of force majeure will inform the other Party as soon as possible. The obligations of the Parties will be suspended for the duration of the force majeure event. If the force majeure event continues for more than three (3) months, each Party may terminate the Contract without compensation.
CONFIDENTIALITY
Each Party undertakes to consider as strictly confidential and not to disclose information of any nature, commercial, financial, technical or other, of which it becomes aware during the performance of the Contract (hereinafter "Confidential Information").
This confidentiality obligation does not apply to information:
- that is or becomes public without fault of the receiving Party;
- that the receiving Party was aware of before its communication by the other Party;
- that is communicated to the receiving Party by a third party in a lawful manner;
- the disclosure of which is required by law or a competent authority.
This confidentiality obligation will remain in effect throughout the duration of the Contract and for a period of five (5) years after its expiration or termination.
INTELLECTUAL PROPERTY
The SERVICE PROVIDER is and remains the holder of all intellectual property rights on the ONexpense software, its updates, its evolutions, its documentation, as well as on all developments, tools, and methodologies used in the performance of services.
The CLIENT has a non-exclusive, non-transferable, and non-assignable license to use the ONexpense software, for the duration of the Contract and solely for the needs of their professional activity. This license is granted subject to payment of the corresponding fees.
The CLIENT is prohibited from:
- reproducing, copying, or duplicating the software, in whole or in part;
- modifying, adapting, translating, decompiling, disassembling, or reverse engineering the software;
- assigning, sublicensing, renting, or making the software available to third parties;
- removing or modifying the intellectual property notices appearing on the software.
Unless otherwise stipulated in the special conditions, specific developments made for the CLIENT remain the property of the SERVICE PROVIDER, which grants the CLIENT a right of use under the same conditions as the license above.
Data entered by the CLIENT in the software remains the exclusive property of the CLIENT.
CONTRACT ASSIGNMENT
The CLIENT may assign this Contract to a third party, particularly in case of merger, acquisition, business transfer, or restructuring, subject to informing the SERVICE PROVIDER in writing at least thirty (30) days before the effective date of the assignment and providing the assignee's contact details.
The assignee will be bound by all the obligations of the Contract and must accept these general terms of sale and services.
The SERVICE PROVIDER reserves the right to assign the Contract to any company in the same group or to any successor of its business, without the prior consent of the CLIENT.
PERSONAL DATA PROTECTION
The SERVICE PROVIDER undertakes to comply with applicable regulations regarding the protection of personal data, particularly Regulation (EU) 2016/679 of April 27, 2016 (GDPR) and Law No. 78-17 of January 6, 1978 as amended relating to data processing, files, and freedoms.
Status of the Parties under GDPR
Commercial management data: For data relating to the commercial relationship (contacts, invoicing, customer accounts), ONAPPLI SAS, represented by Mr. Frédéric SOUHCKOFF, acts as data controller.
Data processed via ONexpense software: For personal data processed via ONexpense software on behalf of the CLIENT (particularly data relating to users and expense reports), the CLIENT is the data controller and the SERVICE PROVIDER acts as a processor within the meaning of GDPR. The rights and obligations of the Parties in this regard are specified in the Privacy Policy.
Purposes and Legal Basis
Personal data is collected and processed for the following purposes: contract performance, customer relationship management, invoicing, technical support, and service improvement. The legal basis for processing is contract performance (Article 6.1.b of GDPR).
Subcontractors and Data Transfers
The SERVICE PROVIDER uses the following subcontractors for the performance of its services:
- Microsoft Azure (hosting) – Northern Europe and Western Europe
- Stripe (payment) – European Union and United States
- PostHog (analytics) – European Union
- Google (ancillary services) – United States
The complete and up-to-date list of subcontractors is available in the Privacy Policy.
All data is stored within the European Union. In the context of certain automated processing (optical character recognition), technical data not linked to users may be transmitted to the United States for processing, without permanent storage. These transfers are governed by the European Commission's Standard Contractual Clauses.
Retention Period
Data relating to expense reports and supporting documents is retained for a period of 10 years in accordance with legal obligations for retention of accounting documents. Other data is retained for the duration of the contractual relationship, then archived for the applicable legal limitation periods. The CLIENT may request early deletion of their data, subject to legal retention obligations.
Rights of Data Subjects
In accordance with GDPR, the CLIENT and users have the following rights over their personal data:
- Right of access to data
- Right of rectification
- Right to erasure ("right to be forgotten")
- Right to restriction of processing
- Right to data portability
- Right to object
To exercise these rights, the CLIENT may send their request by email to: dpo@onexpense.com
In case of complaint, the CLIENT may also contact the Commission Nationale de l'Informatique et des Libertés (CNIL).