General Terms and Conditions of Transaction
The Service, including the online Platform, is managed and published by SOFTCORNER, a simplified joint stock company with a capital of€, registered registered in the Paris Trade and Companies Register under number 800 643 629, whose registered office is located at 57 rue dAmsterdam 75008 Paris, France. The present general trading conditions, including its annexes ("GTC"), must be accepted beforehand by any Company wishing to have the Status of Trader in order to to sell or buys software licenses via the Platform.
These T&Cs govern the terms and conditions of a sale or purchase of software licences via the Service and form an indivisible whole with the TOS and constitute the Contract between theUser and SOFTCORNER. The T&Cs are therefore incorporated into the GCU, whose provisions remain applicable in accordance with Article 3 of the GCU, without the need for a specific reference between them. In case of contradiction, the present GTC shall prevail over the GTC.
In addition to the terms defined in the TOS, the following terms beginning with a capital letter, used in the singular or plural, will have the meaning given to them below.
Buyer: means a Trader publishing a Call Offer or a Purchase option in response to an Offer to Sell Licenses on the Platform.
Call for tender : means the advertisement published by a Trader on the Platform and by which the Trader–This is an indication of an intention to purchase Licenses.
Order form : means thethe summary order form which may be issued by the Buyer in return for the Quotation and in order to validate it.
Commission : means the amount paid to SOFTCORNER as a result of a transaction as compensation for the Service, when a Transaction is realized. The Commission is included in the Transaction Price and is paid by the Seller.
Contract : means these T&Cs and the T&Cs previously accepted by the Trader, and which governs his use of the Service.
License Sale Agreement : means the contract entered into directly between the Buyer and the Seller to perform a Transaction. The License Sale Agreement shall be in accordance with the model appended to these T&Cs.
Trader's account : refers to the personal environment of the Trader on the Platform, opened by SOFTCORNER under the terms and conditions hereof. The Trader Account allows the Trader to trade and conclude Transactions, and in particular to assign several authorizations to several Users.
Transaction Account : means the account opened by SOFTCORNER with the secure payment provider, on behalf of the Trader, to which the funds relating to the Transactions are transferred. The contractual terms and conditions of the secure payment provider are attached and form part of these T&Cs.
Quote: means the summary of the Transaction issued on the Platform by SOFTCORNER in the name and for the The Seller's account at the end of the possible negotiation of the Transaction Price between Seller and Buyer. Forr conclude the Transaction this Quotation must be confirmed by the Buyer by simple signature or by issuing its own Purchase Order.
Documents The term "environmental impact" refers to all the elements justifying the existence, contours and characteristics of ae License, incthe Seller's initial proof of purchase, all contractual elements allowing to characterize each License (purchase orders, certificates, license agreement and amendments, master agreement, etc.), the version of the Software (maintenance contract or proof of upgrades), its terms and limitations of use (metrics, volume, etc.), as well as that all elements tracing the possible variations of the perimeter of the rights of use attached to the License (exchanges with the Publisheretc.).
Publisher: means the natural or legal person who owns the intellectual property rightsas an author on a Software.
Affiliated Entities : means all entities in France and abroad :
- controlled by the Company that meet one of the following criteriaThe Company and any of its affiliates, up to a maximum of 30 %;
- The management is controlled by the Company or by any other entity affiliated with the Company;
- Company included in the scope of consolidation of the Company or any of the Company's affiliates.
- with the express consent of the Company, in which the Company has an interest and which have expresslyrequested to benefit from the Contract. Day : means a calendar day.License Pack: means the electronic, with an acknowledgement of receipt of time-stamped, signed and sealed electronically by the Buyer, at the end of the Transaction. It contains the Promise of Sale Packthe Promise Pack PurchaseThe quotation and the invoice.Offer for sale : means the announcement published on the Platform by a Seller, in response or not to a call for tenders. According to its level of completenessA Sales Offer can have a Pre-sale or Complete status. Only the Complete status allows the finalization of a Transaction.Full Offer : means an Offer to Sell for which the Seller has provided a description under its guarantee and all the Documents in its possession describing the Licences in full. The Documents are uploaded by the Seller on the Platform, the Selling Pack thus constituted being the subject of a conservation digital secured with electronic certificate ensuring their integrity. Any "Complete" ad commits the Seller in a firm and irrevocable way.Pre-sale offer : means a OSales Offer whose description by the Seller is not yet completed by the Documents.
Purchase option : means the proposition purchase of Licences transmitted via the Platform by a Buyer in response to an Offer to Sell. The Purchase Option includes a Quantity and a Transaction Price.
Due Diligence Package : is the set of the documentation generated by SOFTCORNER by anonymizing the Selling Pack. All information, data or references allowing direct or indirect identification of the of the Seller are electronically anonymized, all other information is retained.
Selling Pack : means the electronic envelope, time-stamped and signedThis envelope is electronically sealed by the Seller when validating the "Offer Complete" status of his Offer to Sell. This envelope contains: (i) the product sheet selected by the Seller; (ii) the specific description given by the Seller on its licences; (iii) the Documents; (iv) the deinstallation undertaking, a model of which is shown in the table below.n annex to these GTC, completed and signed by the Seller.
Promise of Sale Pack means the electronic envelope, time-stampedThe Selling Pack, signed and electronically sealed by the Seller, containing the Selling Pack and the information from the negotiations with l'Buyer (Transaction Price and number of Licenses sold). The validation of the Promise to Sell Pack by the Seller constitutes a firm and definitive commitment to sell the asset identifiedThe Selling Pack shall be subject to the terms and conditions of the negotiations between Buyer and Seller.
Promise to buy package: means the electronic envelope, time-stampedsigned and electronically sealed by the Buyer, containing the Due Diligence Pack and the information from the negotiations with the Seller (Transaction Price and number of Licences sold). The validation of the Promise to Purchase Pack by the Buyer constitutes a firm and definitive commitment to purchase the asset identified in the Due Diligence Pack under the conditions set out in the negotiations.
Price for sale : means the price set by the Seller in its Offer to Sell, including the Seller's Price and SOFTCORNER's Commission. It is likely to change following a negotiation between Buyer and Seller, to arrive at the Transaction Price.
Transaction Price : is the price determined at the end of the negotiationsThe Transaction Price includes the Seller's Price and SOFTCORNER's Commission. The Transaction Price includes the Seller's Price and SOFTCORNER's Commission.
Seller Price : means the amount paid to the Seller in connection with a Transaction, being the Transaction Price less SOFTCORNER's Commission.
Sales process : refers to all the steps involved in a Transaction on the Platform described in Article 6 hereof.
Service: means the online service published by SOFTCORNER including the Platform, allowing Traders to carry out Transactions.
Company : means the legal person in whose name and on whose behalf the following acts the User.
Transaction: means the purchase or sale of ae License through the Platform. A
Transaction implies acceptance by the Buyer and the Seller of these General Terms and Conditions of Transaction.
Validation: refers to the operation of Validation of a pack by affixing ae electronic signature. All Packs Validated is subject to electronic seal, time-stamping and archiving for a period of ten (10) years.
Seller: means a Trader, publishing an Offer to Sell or responding to Call forOffer. The Verified Seller authorization is required to allow a Seller to complete a Transaction.
Trader : means the Company that has accepted the TOS, and having identified themselves through a formulaire identification. This status is necessary to finalize a Transaction as a Seller or Buyer. To finalize a Transaction as a Seller, this status must be completed by a Verified Seller authorization.
Verified Seller : means theThe authorisation obtained by a Trader who has completed the SOFTCORNER verification process. This status allows him/her to use all the features of the Platform, and in particular to finalise a Transaction as a Seller.
The purpose of the T&Cs is to specify the conditions under which Traders use the Service and enter into Transactions on the Licences as Sellers and/or Buyers.
Only a User who can commit his Company can accept the present GTC and thus acquire an "Owner" authorization. Acceptance of the T&Cs mandates SOFTCORNER to invoice and to collect in the name and on behalf of the Seller the Prices of the Transactions carried out via the Platform and paid by the Buyerand to retain the Transaction Documents as communicated by Seller, if any, in accordance with the terms hereof.
- Articles of Association
- recent extract from the commercial register
- law governing the constitution andoperation of the Company
- bank statement in the name of theCompany,
- proof of identity of the manager or the
person with authority to bind the
Company in connection with the present
declaration of all beneficiaries economic holding more than 10% of the capital signed by the director(s) part proof of identity of the beneficiaries number of natural persons.
3 ACCEPTANCE OF THE GENERAL CONDITIONS OF TRANSACTION
The Company wishing to move to Trader Status provides SOFTCORNER with the following as part of its process registration the following information:
1- about the Company :
- the company name
- the type of organization
- the address of the seatsocial ge
- the intra-community VAT number
- a contact email address.
2- concerning the legal representative or proxy :
- name and surname
- its contact email address its nationality ;
- date of birth ;
- its address
- his country of residence.
The Company wishing to access Trader Status also accepts, within the framework of these T&Cs, the general terms and conditions of the secure payment provider, which are annexed hereto and of which they form an integral part. Consequently, only a User who is a legal representative of the Company or who has been delegated the authority to do so is likely to acceptr these presents.
With the exception of companies listed or operating on a regulated market, thehe Company wishing to get the Verified accreditation Seller undertakes to provide SOFTCORNER as part of its audit process, the following documents:
For listed companies or companies operating on a regulated market, a verification process is conducted on a case-by-case basis in collaboration with the Company and SOFTCORNER.
SOFTCORNER reserves the right to refuse access to a user at its own discretion.The Company will be granted Trader Status, in particular if (i) SOFTCORNER considers that the User is not the representative or employee of ahe Company having the status of trader within the meaning of Article L. 121-1 of the Commercial Code; (ii) the request is from an individual (iii) the Company presents a clear risk of non-compliance the requirement to legitimately hold the Licences or unreliability; (iv) certain information provided by the User are erroneous, fraudulent, falsified or questionable.
The final validation of the Verified Seller status is subject to the confirmation of SOFTCORNER and is only effectiveve as of confirmation online and by e-mail, by SOFTCORNER.
By accepting the CGT and by requesting the authorisation Verified Seller, the Trader further authorises SOFTCORNER to open a Transaction Account in the name and on behalf of the Trader with the banking institution chosen by SOFTCORNER, for the sole purpose of executing payments relating to the Transactions. To this end, the Trader gives SOFTCORNER a mandate to open and manage the Transaction Account opened in his name as part of the Sales Process. For all intents and purposes, it is specified that the Trader expressly waives his right to claim the benefit of any sums (interest or other remuneration that may be generated by the immobilisation of amounts) on his Transaction Account.
4 DESCRIPTION OF THE SERVICE
The Service allows the meeting of wills, at the end of the stages of the Sales Process on the Platform, between a Seller and a Buyer of Licences, by Traders who have previously issued Calls for tender and Sales Offers within the framework of the GCU.
The parties acknowledge that they are engaged in electronic commerce within the meaning of Law No. 2004-575 of 21 June 2004 for trust in the digital economy. This is why the Seller is advised to adopt on the Platform a behaviour compatible with the obligations governing the formation of contracts in electronic form (articles 1369-1 et seq. of the Civil Code, article 19 of law n°2004-575 of 21 June 2004).
Offers must be firm and precise, on the thing sold and the agreed price. The Sales Process allows (i) to describe first the Licences that are subject to a Offer for Sale or a Call for Tender(ii) to documententer the Licences which have been the subject of a Offer for Sale by uploading the Documents to the Platform, and (ii) complete and secure the Transaction via the Platform.
Thus, the Service subject to these T&Cs allows a Company to to acquire Trader Status in order to enter into Transactions relating to Licences, asBuyer and/or subject to of obtaining the Verified accreditation Seller, as a Seller, by responding to Offers to Sell or Calls for tender published on the Platform.
The Platform is accessible at www.Softcorner or any address substituted by SOFTCORNER, and describes the operation of the Platform. The Trader is obliged to use the Platform in accordance with the T&Cs, in accordance with its purpose, and within the limits stipulated herein.
The Transactions carried out by the Traders are imperatively and exclusively subject to the present GTC, as well as than the Sales Contract for Licenses directly concluded between Buyer and Seller, and follow the Sales Process stipulated below. By accepting these GTC, Buyers and Sellers agree to use the Sales Contract listed below in the appendix and to scrupulously follow the Platform's Sales Process.
The Sales Process ist anonymous, until the quotation is drawn up. However, it is possible for Sellers and Buyers who acquire the status of Trader to indicate lists of co-contractors they refuse (e.g. in case of (e.g., a competitive situation or an internal requirement of the Company). In any event, the Transactions are final and irreversible.
The Company having, via a User thus acquiring the " Owner", validated the present T&C and opened his Trader Account, can define additional Users according to two (2) profile levels ("Basic" or "Admin" whose authorizations are described on the Platform, it being reminded that Users who are legal representatives of the Company or benefiting from adelegation of authority or a clearance Admin issued by the User". Owner" for this purpose, may validate an online Transaction on behalf of the Trader).
The User " Owner" may also send invitations to Starter Account Users of his Company to join the Trader's Account, according to the authorisations he has given them. It is the User's responsibility to " Owner" of carefully check the Users it invites and in particular verify their membership of its Company or to any authorised partner of its Company (e.g.: authorised intermediary). In any case, the definition of profiles and associated authorisations is the exclusive responsibility of the Company (Seller or Buyer) on its Trader Account.
6 SALES PROCESSES
6.1 Obligations of the Seller
The Seller is solely responsible for the Sales Offers that he publishes on the Platform. The Seller who publishes an ad or completes a Transaction undertakes if applicable, to use the attached License Sale Agreement to conclude this Transaction with the Buyer. In this context, the Seller :
- Authorizes SOFTCORNER to collect the Transaction Price from its Transaction Account, in its name and on its behalf, in accordance with the Sales Process set forth in this section and in the framework of a mandate specifically granted to SOFTCORNER by acceptance of this Agreement;
- Authorizes SOFTCORNER to order payment of the Seller's Price from its Transaction Account to its current bank account;
- Certifiess, as part of an Offer for Sale ofThe following information is provided to ensure that the licenses and software in question are available immediately or on the date mentioned in the advertisement;
- Certifies that these Licenses objects of a Sale offer respect the coneligibility requirements the following cumulative factors:
- Object Licenses of a Offer for Sale have a lawful and legitimate origin (in the sense that the rights have been legitimately obtained from the Software Publisher or from a previous seller himself meeting this requirement);
- Licenses are legally held (in the sense that the Seller has at all times complied with the License conditions by which he acquired and used the Software);
- Licenses are characterized by a so-called "unlimited" duration or at least for the duration of the rights of use.author applicable to the Software ;
- The Licenses were previously acquired by the Seller in the European Union;
- The Licenses have been acquired by the Seller against payment of a lump sum;
- Licenses are permanently unused and uninstalled pby the Seller so that it does not retain neither of the rights of use assigned nor of the Software concerned.
Any Offer for Sale, including Licenses that do not comply with these criteria, is not likely to result in a Transaction and may be deleted by SOFTCORNER without notice or compensation to the Trader concerned once it would appear or would be reported to SOFTCORNER the non-conformity of the published Offers of Sale.
As part of the validation of the "Offer Complete" status of its Offer to Sell, the Seller is required to upload to the Platform, using the fields provided for this purpose in its offer form, digital copies of the Documents. These include, by way of indication and without prejudice to the evidential elements of the Offer, the followingusceptible to be provided on a Software by Software basis or License by License :
- Proof of purchase of the Licences offered for sale (invoices, etc.);
- The individual contracts and amendments entered into by the Seller with the Publisher, the distributor of the Software or aprevious dealer ;
- Any other contractual or legal documents of the Publishers for the Software at issue, including anyexchange between the Seller and the Publisher to clarify or specify the scope of the rights included in the Licence, theThis list does not include, but is not limited to, the technical installation and operating procedures, limitations and exclusions of use.SOFTCORNER informs Traders that the combination of these elements is indispensable to characterize the object of the Proposed transaction between the Seller and the Buyer, the Seller vouching for the existence of the Software and the Associated licenses.However, the Seller shall have the option, in the Documents to be transmitted, ofe, to withhold information that he would like to (ii) the information must be kept confidential (including, but not limited to, the prices initially paid by the company, its data, its industrial context, etc.) under the following strict and cumulative conditions (i) the withheld items must have no impact on the full understanding by the Buyer of all the characteristics of the Licenses, and (ii) the Seller guarantees to the Buyer access to the original Documents unobscured in the event of an audit conducted by a Publisher notably.Traders acknowledge that the completeness, accuracy and exhaustiveness of the Documents used to characterise the Licenses, as well as their reactivity in negotiations, condition the deadlines for the completion of Transactions. It is planned torequired the Seller to document the Licenses it offers for sale as quickly and accurately as possible possible as soon as it is put on sale, in order to qualify its offer as "Complete".Any "Complete" Sales Offer, declared as such by the Seller when validating the Selling Pack, is a firm commitment on : (i) the completeness, accuracy and correctness of the information press release in the offer creation form (ii) the completeness of the documentation submitted; (iii) the availability of (iv) the uninstallation and cessation of all use of the licenses, which the Seller acknowledges. At the time of this validation, it is up to the Seller to establish the reality and the limitations of the Licenses, as well as the traceability of the rights of use between him and the Software Publisher. The Documents provided by the Seller in the Selling Pack must enable the precise definition of the item sold and its origin.
The Transaction Price and the number of licenses transferred as established by the negotiations, combined with the Selling Pack, form the Promise To Sell Pack. The validation by the Seller of the Promise to Sell Pack constitutes a firm and definitive unilateral promise to sell.
In the case of an Offer for Sale, and in order to characterize the Licenses, the Seller undertakes to provide precise information, via the form provided for this purpose, in particular the following elements
- Name of the Software for which it wishes to assign Licenses ;
- Product reference according to Publishers' typology ;
- Detailed technical specifications;
- Nature and geographical scope of the rights of use;
- Applicable metrics (named or concurrent users, volumes, etc.) ;
- As well as any additional information that may have an impact on the extent of the rights assigned or the terms and conditions of use of the Software (options, environment, etc.), especially in the case of complex non-generic licenses.
When performing a Sale Offer, the Seller informs the Sale Price of the Licenses he wishes to sell.In the event of the conclusion of aa TransactionOnce the Vendor has validated the Promise to Sell Pack on the Platform, the License Sale Agreement comes into force and the Vendor is bound to perform its obligations in accordance with the Agreement. The Seller guarantees to the Buyer the sincerity of the Documents and their strict compliance with Licenses transferred, as well as the definitive de-installation that it is required to carry out for the Software concerned by the Licenses transferred.
The Seller is hereby informed that any retention or use of all or part of the assigned Licenses would infringe upon to the rights acquired by the Buyer and would constitute an infringing use of the Software of the concerned Publisherfor which the Seller is solely responsible.
Once the Sales Contract is concluded between the Buyer and the Seller, and notwithstanding the role archiving system proposed by SOFTCORNER in accordance with Article 8 below.-Thereafter, the Seller shall keep all original documents corresponding to the Licenses assigned, in conditions that guarantee their integrity for a period of ten (10) years, and undertakes to communicate them to SOFTCORNER and/or the Buyer to prems first request, in particular in the event of a dispute relating to the nature or scope of the rights assigned.
6.2 Obligations of the Buyer
Access to the Due Diligence Package allows the Buyer to check the completeness of the Documents it will receive at the end of the of the Transaction. SOFTCORNER reminds the Buyer that before the final conclusion of any At this stage, it is the responsibility of the Buyer to verify (i) the suitability of the Software and Licenses he wishes to acquire with his needs and his environment, as well as (ii) the conformity of the Licenses with the Documents and descriptions transmitted by the Seller.
The Transaction Price and the number of LThe following table sets out the amounts of the assets sold as established at the end of the negotiations, combined with the corresponding Due Diligence Pack, form the Promise of'Purchase. The validation by the Buyer of the Promise to Buy Pack constitutes for him a unilateral promise to buy firm and final.
As a third party to the Transaction, SOFTCORNER makes no warranty or commitment regarding the compliance of the Software to the needs of the Buyer or compliance of the Licenses to the Documents provided by the Seller.
More generally, the obligations and guarantees owed by the Buyer to the Seller are stipulated in the Contract for the Sale of Licenses.
6.3 Matching and negotiations between Buyer and Seller
Seller and Buyer consult the Platform for the purpose of identifying advertisements that may meet their needs. When a Buyer or potential Seller responds to one of the offers on the Platform, an anonymous negotiation takes place between the Seller and the BuyerThis includes the Licenses, their quantities, characteristics and prices. Negotiations are possible between Traders. Transactions, on the other hand, are only possible between a Seller with the authorisation Verified Seller and a Buyer with at least one status Trader.
In the event of multiple responses to an Offer to Sell, the Seller is free to decide the Call Option on which it continues to negotiate, the other(s) Call option(s) being declined.
In the event of multiple responses to a Call for tender, lBuyur decides freely the Offer for Sale on which he continues the negotiation, the other Offer(s) to Sell being declined.
Negotiations continue until Seller and Buyer confirm that their requirements match the agreed Transaction Price.
By confirming this matching, including the Transaction Price and the number of Licences transferred, by validating his Promise to Sell Pack, the Seller is committed to sell the Licences to the relevant Buyer under the agreed conditions.
By confirming this matching, including the Transaction Price and the number of Licences transferred, and its acceptance of the Documents after checking the Due Diligence Pack, pn validation of the Promise to Purchase Pack, the Buyer undertakes to acquire the Licences from the relevant Seller, under the agreed conditions.
On the meeting of the following conditions: (i) Validation of the Promise to Sell Pack by the Seller and (ii) Validation of the Pack Promise to Purchase by the Buyer, the agreement between the Buyer and the Seller on the Licences, their quantity and the Transaction Price fixed according to the financial conditions agreed between them in accordance with the provisions of Article In this case, the "financial conditions" below are perfect. At this point, the Offer of Sale is dereferenced from the Platform as follows that the eventual tender concerned.
6.4 Conclusion of the Sales Contract
SOFTCORNER generates the Quotation in the name and on behalf of the Seller and makes it available to Traders via the Platform. The Quotation summarises the characteristics of the Licences which are the subject of the Transaction to be concluded, as well as the unique references to identify the different packs (Selling Pack, Sales Promise Pack, Promise Pack of Purchase), allowing the Buyer to verify the purchased item.
The online validation of the quotation is equivalent to an order by the Buyer. Alternatively, the Buyer may issue its own Purchase Order if its internal policy requires one. In this case, the Purchase Orderommand issued by the Buyer must be in strict accordance with the Quotation, and must refer to the Seller as the beneficiary.
The Sales Agreement is attached to these T&Cs and to the Quotation. It governs the Quotation and/or, if applicable, the Purchase Order, enabling theThe Buyer to confirm the purchase of the Software negotiated with the Vendor.deurto the exclusion of any other contractual document, in particular the conditions of the Buyer or the Seller.
As of the confirmation of the online Quotation or after validation of the conformity of the Purchase Order transmitted by the Buyer to SOFTCORNER, the Transaction is perfect and final.
As a trusted third party operating the Platform, SOFTCORNER (i) automatically receives the Order Form of the Buyeron summarizing the agreement reached (i) is the recipient of a payment from the Seller, (ii) is the recipient of a payment from the Seller, and the Seller's billing and collection mandate, (iii) is the recipient of the funds paid by the Buyer and (iii) is a designee of the Secure Document Storage Mandate where applicable.
The Sales Process is shown heres, based on the following milestones that Traders s'engagent to follow :
- As of the confirmation of the Quotation by the Buyer, SOFTCORNER, as the Seller's billing agent, shall issue, in the name and on behalf of the Seller, and send to the Buyer an invoice indicating the Transaction Price and the Buyer's Transaction Account details;
- The Buyer shall direct the payment of the funds corresponding to the Transaction Price to the Transaction Account upon receipt of the invoice;
- Upon receipt of funds in the Transaction Account, SOFTCORNER puts the License Pack including the entire Documents available to the Buyer via the Platform. As from this date, the Buyer-The latter has fifteen (15) calendar days to review the License Pack and in particular to ensure the compliance between the Due Diligence Pack and the original Selling Pack ;
- At at the latest by the deadline of fifteen (15) days mentioned above, if the Buyer has remained silent, SOFTCORNER automatically orders from the Transaction Account (i) the final transfer of the Seller Price to the Seller's current account and (ii) the transfer of the Commission to SOFTCORNER;
- SOFTCORNER sends the Seller the invoice for the Commission
In case of non-conformity between the Due Diligence Pack and the Selling Pack received by the Buyer, the-This is indicated on its
Trader's Account and implements the verification and amicable conciliation procedure provided for in the Sales Contract.
6.5 SOFTCORNER insurance
SOFTCORNER has subscribed to a insurance policy "service provider liability" with AXA Assurances IARD Mutuelles in order to allow Traders to benefit from insurance coverage in the context of the Sales made by them via the Platform, under the terms of the policy.
This insurance automatically covers the Seller in the event of a finalized transaction and within the limits of the conditions provided for in the contract, upon acceptance by the Buyer of the Quotation, by online Validation or by downloading the Purchase Order.
- Details of the guarantees(in particular the nature, limits, deductibles, etc.) and the special conditions of coverage of the AXA policy taken out by SOFTCORNER are available here.
- The general terms and conditions of the AXA policy are also applicable available here.
- The operation of the guarantees over time is available here.
- By way of example, and without such specification adding to or subtracting from the particular conditions, the following conditions shall applys or the Trader's attention is drawn to the geographical scope of application of the policy. of the policy and on the list of countries covered available here.
The Trader declares that he/she has taken full cognizance of them by accepting the present GTC.
SOFTCORNER cannot be held responsible for the non-application of the AXA policy to any damage whatsoever. that it is.
7 FINANCIAL CONDITIONS
The Commission shall be invoiced to the Company, as soon as it enters into a Sales Contract as a Seller via the Service.
The Commission rate is set at 18% of the Transaction Price, with no time commitment, nor volume condition, for the wholeof the Company's sales.
In the event of a subscription to the " internal exchange", for 10 or more Affiliated Entities, with a commitment of one year, and for the duration of that subscription, the Commission rate will be reduced to 15% for all sales made by each of the Company's Affiliated Entities.
As part of the " internal market "transactions between Affiliated Entities will not be subject to any Commission billing.
8 TRUSTED THIRD PARTIES
The Service includes the intervention of SOFTCORNER as publisher of the Service and trusted third party. As such, SOFTCORNER ensures as an agent (i) the invoicing of the Transactions on behalf of the Seller, (ii) the dematerialized and secured payment via the secured payment provider, and (iii) if a Party so requests, the conservation of the Documents in conditions that ensure their integrity, in the event of a claim.
In any case, SOFTCORNER is a third party to the Software Transactions, which are concluded between the Traders' Companies only by imperative and automatic application of the Software Sales Agreement.
For all intents and purposes, the purchase or sale of " Software "the purchase or resale, by a Trader, of the Software Licences via the Service. Under no circumstances may the Service be used for the purpose of The effect of the transactions is that the Software is directly related to the assets of the Software Vendors, but only the Software Vendors' assets.on resale between companies the corresponding user licenses previously acquired by the Seller from a Publisher, a distributor authorized by the Publisher, or a previous reseller under conditions that allow it to transfer the licences in accordance with the law in force within the European Union.
In this regard, SOFTCORNER never comes into possession or acquires SOFTCORNER does not sell any of the Software sold on the Platform, and is therefore in no way a reseller of these. SOFTCORNER is neither a mandatearea the Seller or the Buyer beyond the billing and management mandates expressly stipulated herein. SOFTCORNER acts as intermediation provider and trusted third party for the purpose of structuring and securing Transactions and allow traders to implement the the resale rights they enjoy on the software assets they own.
SOFTCORNER itself does not provide any guarantee on the Software (in particular no guarantee of availability, of performance or compliance with the Buyer's requirements) and cannot be held responsible or a lack of conformity between the Software described in an Offer for Sale or a Call for Tender and the Software objects of the finalized Transaction, nor ofeventualdamage caused by the Software, including in case ofineligible for resale. The guarantees are provided by the Seller to the Buyer under the conditions of the Software Sales Agreement reproduced in annex and are the subject of contractual documents.
SOFTCORNER also reminds that all exchanges made on the Platform by Users must be anonymous, within the limits of the Sales Process described above. Any attempt to make direct contact before a Transaction on one or more Software Products has been made may result in the deletion of the Trader Account in question, as well as a claim for damages before the competent courts to compensate for the prejudice suffered by SOFTCORNER or its representatives as a result of the violation of the anonymity obligation.
The Trader declares that he irrevocably accepts the anonymous nature of the pre-contractual talks on the Platformwhether he is a Buyer or a Seller. In this respect, the Trader expressly acknowledges having been fully informed of the essential elements of his use of the Service and the Platform in accordance with the legal pre-contractual information obligations of which article 19 of the law n°2004-575 of 21 June 2004. In addition and except in the case of information by him of a black list under the conditions indicated below-beforeThe Trader acknowledges that the identity of the contracting party is absolutely irrelevant to his consent to complete a Transaction on the Platform. The Trader agrees tordit therefore to refuse to conclude a Transaction on the grounds of the identity of the Seller or the Buyer, as well as to question the existence of the Transaction on this ground, whatever the legal basis used against the Sale (invalidity, lapse, termination, etc.). However, any Trader may stipulate when you open your Trader Account a "black list "It is not possible for the Company to enter into a Transaction with entities with which it does not wish to enter into a Transaction, SOFTCORNER will then verify compliance with this list in the context of the proposed Transactions.
Finally, notwithstanding the obligation for the Companies to keep all elements and Documents relating to their purchases/sales for purposes of proof in accordance with ordinary law and tax obligations, and in particular notwithstanding the obligation for the Buyer to keep all the of the License Pack characterizing the Transaction and tracing the origin of the Licenses in order to pass it on in case of subsequent resale, and the obligation for the Seller to keep the originals of the Documents for the term set forth herein, SOFTCORNER provides a secure registration service forhe different packs validated during the transaction (Selling PackPromise to Sell Pack, Promise to Buy Pack andLicense Pack). Those-These are kept under digital seal for a period of ten (10) years from the date of the Transaction, and are proof of the Transaction in the event of a dispute. By definition, the Documents kept by SOFTCORNER are limited to those communicated by the Seller at the time of the Transaction when the Selling Pack is validated. In their capacity as traders and in accordance with Article L. 110-3 of the Commercial Code, the Companies declare that they accept without reservation the present proof agreement which will be found at apply in their dealings with SOFTCORNER, but also in their relationship to each other.
Finally, In the event of a dispute relating to a Transaction and before any legal proceedings, each Trader undertakes to resort toir to the intervention of SOFTCORNER as a conciliator, or as an expert in the case of conciliation entrusted by Buyer and Seller to a third party conciliator, in accordance with the provisions of the Sales Contract, so that SOFTCORNER can produce the copies of the Documents entrusted to it under this article, and more generally.
In the event of SOFTCORNER's legal disappearance (receivership without taking over the contracts, judicial liquidation, dissolution), SOFTCORNER will returnhas all the Documents in a secure manner in accordance with the state of the art, to Buyers and Sellers whose Transactions are in progress or have been placed, as soon as possible.
The TMCs shall be effective upon acceptance by the User for an indefinite periodcorresponding to the lifetime of the Account Trader until it closes, and apply to all Transactions that he may propose or accept and conclude.
The Trader may terminate the TMC at any time by closing the Trader's Accountsubject to the completion of the Sale process for any Transaction in progress at the time of its decision (it is recalled that as of of theacceptance of the Quotation by online Validation or by downloading the Order Form, the Transaction is formed and the Parties must complete the Process described in Article 6.4). The simple talks which would be in progress at the time of the termination of the Trader Account are interrupted, under the responsibility of the Trader who closes his Account Trader, who must refrain from any abusive or brutal termination of the talks. Termination of the Trader's Account leads to the loss of all authorisations in the event of multiple Users and closing the Transaction Account corresponding.
10 TERMINATION OF THE GENERAL CONDITIONS OF TRANSACTION
In the event of termination of the T&C or the Agreement, the Trader and therefore the Company it represents, loses the right to make Transactions.
In the event of termination of the T&Cs or the Agreement at the initiative of SOFTCORNER to the detriment of the Trader. These cases include where termination would be justified by :
- an impersonation of the Trader during the creation of the Account or during its use;
- the creation of several Accounts for the same Company;
- the publication of an Offer for Sale or a Call for tender fraudulent, misleading or unlawful ;
- an attempt at direct contact between Traders in violation of the anonymity policy defined at CGT;
- malicious use of the Platform or, more generally, any attack on the Service offered by SOFTCORNER or its brand image.The termination of this Agreement being effective only for the future, the Commission shall remain due by the Buyer and the Seller to SOFTCORNER in all cases where a sales contract is formed on Software following an offer Offer for Sale or Tender on the Platform prior to the effective date of the termination.
It is reminded that the present GTC and their annexes are incorporated into the GTC from the moment of their acceptance, all articles of which remain valid and applicable to the present.