Terms and Conditions of Sale

ARTICLE 1 – PURPOSE

These General Terms and Conditions of Sale are intended to define the conditions under which SYELLA distributes MICROSOFT software licenses to “Authorized Resellers” and provides them with the following services (the “Services”), subject to subscription:

– Training on marketed licenses;
– Deployment, assistance, support, and remote interventions.

ARTICLE 2 – SCOPE OF APPLICATION

These General Terms and Conditions of Sale apply without restriction or reservation to all sales of Services concluded by SYELLA, in all countries and regardless of the applicable law, irrespective of any clauses that may appear in the Authorized Reseller’s documents, including in particular its general purchasing conditions, which shall not be enforceable against SYELLA.

In accordance with applicable regulations, these General Terms and Conditions of Sale are communicated to any Authorized Reseller prior to the conclusion of the Single Agreement referred to in Article L 441-3 of the French Commercial Code.

Any order for Services implies, on the part of the Authorized Reseller, unconditional acceptance of these General Terms and Conditions of Sale.

ARTICLE 3 – ORDERS

3.1. Order validation

The Authorized Reseller undertakes to strictly comply with the ordering and commissioning procedures defined by SYELLA, which may be modified at any time by SYELLA, which undertakes to inform the Authorized Reseller at least fifteen (15) days prior to their implementation.

Any order must be placed in writing (email, letter) and must include the billing address, order number, order date, as well as references and specifications relating to the services.

To be validated, orders must be confirmed by a purchase order or quotation issued by SYELLA and approved by the Authorized Reseller, by mail, email, or fax, indicating approval.

SYELLA reserves the right to refuse or cancel an order in the event of non-compliance by the Authorized Reseller with the process defined above.

3.2. Modification of the order by the Authorized Reseller

Orders are firm, final, and irrevocable. In the event of cancellation, the Authorized Reseller shall nevertheless be required to pay the full price.

ARTICLE 4 – SERVICE PROVISION

For each license ordered from SYELLA, the Authorized Reseller may entrust SYELLA with the performance of the following services:

– Training on marketed licenses;
– Deployment, assistance, support, and remote interventions.

For each service order placed with SYELLA, the Authorized Reseller undertakes to complete and sign the dedicated purchase order in order to enable SYELLA to obtain the information necessary for the performance of its services.

The pricing for each service is indicated in the reseller services catalog provided by SYELLA upon signature of these terms.

The reseller services catalog may be modified by SYELLA in whole or in part at any time. New versions of the reseller services catalog will be communicated without delay and by any means to the Authorized Reseller.

These services are performed after subscription, under the conditions defined below.

4.1. Deployment, assistance, support, and remote interventions

These services, consisting of troubleshooting or making licenses operational according to the configuration adapted to the end customer, may be subscribed to per technical action, per hour, per half-day, or per day.

Beyond two hours, the service may only be billed on a half-day or full-day basis.

These services are performed remotely by SYELLA.

ARTICLE 5 – LIABILITY

5.1. Liability of the Authorized Reseller

The Authorized Reseller is fully responsible, with regard to its customers, for the marketing of the Offers, the information communicated to customers, and for any damage resulting from the improper performance of its contractual obligations.

Consequently, the Authorized Reseller indemnifies and holds SYELLA harmless against any claim, complaint, legal action, or conviction resulting from a failure or improper performance by the Authorized Reseller of any of its obligations.

The Authorized Reseller undertakes to inform SYELLA in writing of any dispute, complaint, or legal action of which it becomes aware.

5.2. Limitation of liability

SYELLA shall not be held liable for any intangible and/or indirect, incidental, or special damage of any kind whatsoever, including but not limited to loss of profit, loss of business, loss of customers, loss of revenue, loss of opportunity, loss of data, moral or commercial damage, or damage to brand image suffered by the Authorized Reseller.

In the event of proven fault on the part of SYELLA, the total cumulative liability of SYELLA shall be expressly limited to the direct damage suffered by the Authorized Reseller and shall not exceed the amounts paid by the Authorized Reseller in consideration for the Services acquired.

With regard to training, deployment, assistance, support, and/or remote intervention services provided under an express agreement, SYELLA is subject to a best-efforts obligation, and its liability is expressly limited to the amount paid by the Authorized Reseller for the service subscriptions during the year preceding the event giving rise to SYELLA’s liability.

Any dispute by the Authorized Reseller regarding the proper performance by SYELLA of its contractual obligations must be justified and submitted by registered letter with acknowledgment of receipt no later than one year after the alleged failure to perform.

Failure to comply with this procedure shall constitute a waiver by the Authorized Reseller of its right to challenge the proper performance by SYELLA of its contractual obligations.