Site Policy

Terms and Conditions of Use


Lhe intermediation service for the resale of software licenses, including thehe Trade Community online platform and marketplace is published and managed by SOFTCORNER, a simplified joint stock company with a capital of 11 916 €, registered registered in the Paris Trade and Companies Register under number 800 643 629, whose registered office is located at 57 rue d'Amsterdam 75008 Paris, France, (hereinafter "SOFTCORNER ").

The present General Terms and Conditions of Use of the Platform (hereinafter the "CGU"The terms and conditions of use of the Platform must be accepted in advance by any person or company wishing to benefit from the Platform's services. They constitute also a prerequisite for acquiring Trader Status by accepting the General Trading Conditions This is an essential step for the conclusion of Transactions. These T&Cs may be accepted by any individual user, in particular to learn about the operation of the Service and the advertisements published on the Platform, but only a company, represented by a duly authorised user, may enter into the T&Cs and carry out Transactions via the Service.

The vhe sale of second-hand software has been legal since the European Council Directive 91/250/EEC of 14 May 1991, as stated on cloud software by the Court of Justice of the European Union in its judgment of July 3, 2012. Such lawfulness implies that contractual clauses or technical measures that may be opposed by a Publisher to the resale and/or activation of used software are void.


Terms beginning with a capital letter, used in the singular or plural, shall have the meaning given below.

Buyer means a Trader publishing a Call for Tender 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 TraderThis is an announcement of an intention to purchase Licences.

UGC : means the present General Terms and Conditions of Use of the Platform, excluding the negotiation and conclusion of the Transactions which are governed exclusively by the CGT.
CGT: means the General Trading Conditions, which a Company must validate in order to open a Trader Account and conclude Trades. The conditions of access to the Trade Statusr are presented below and reminded to the CGT. Starter Account means the personal environment granted by SOFTCORNER to a User under the terms of this Agreement. The Starter Account allows the User to have tools and information nThe Starter Account is a personal account and cannot be used by more than one person. The Starter Account is individual and cannot be used by several people. However, depending on the Status acquired by a Company on the Platform, it may group its Users and assign them authorisations in accordance with the GTC.

Data means all information, content, data and files of a User (or of the Company on whose behalf he registers)Data uploaded to the Platform and hosted as part of the Services. The Data uploaded to the Platform are strictly related to l'professional activity of the User and/or the CompanyThe Customer is not allowed to resell Software Licenses on a "second market", and must respect the terms of the SOFTCORNER contractual documents.

License: means the rights of use granted generically or specifically, directly or indirectly, by a Publisher to a licensed customer on a Software accessible on a physical medium or in a dematerialized manner in accordance with a license agreement. For the purposes of this Agreement, the Licenses are eligibility criteria the secondary market, including, benefit from the exhaustion of the Publisher's distribution rights in Europe.

Software means the computer application on which a Corporation holds an Lthe Publisher and may be subject to a Transaction on the Platform.
Offer for sale : means the ad published on the Platform by a Seller, whether or not in response to a Request for Proposal. Depending on its level of completeness, an Offer to Sell may have a Pre-sale or Complete status. Only the Complete status allows the finalisation of a Transaction.

Platform refers to the organizational and technical structure of the marketplace, accessible on the website and allowing access to the Service.

Service(s) : refers to all services published by SOFTCORNER including the Platform. The Platform is accessible to Users, but only a User acting on behalf of a Company can publish ads and/or validate the CGT to open a Trader Account authorizing the Transactions.
Company : means a legal entity that has accepted these GTC and opened a Starter Account. Within the framework of these GCU, a Company may use the functionalities of the Platform listed in Article 5, excluding prerogatives reserved for Traders. Where applicable, any action taken by a User is deemed to be that of his Company, the beneficiary of the present document.

Status means the clearance level ofa Company on the Platform.
Transaction The purchase or sale of a License through the Platform. A Transaction implies the acceptance by the Buyer and the Seller of the General Conditions of Transaction (including the contract of sale attached to the GTC which will govern the Transaction directly between buyer and seller)and is not allowed to Companies that have accepted the TOS only.
User means any natural person acting on behalf of on behalf of a legal entity, who signs the T&Cs and opens a Starter Account, allowing him/her to learn about the functioning of the Service and the published ads and to publish Offers to Sell or Calls for tender Licenses, and, subject to acceptance of the TMCs and clearance allowing this User to bind the Company, to carry out Transactions on Licenses used.
Trader : means the Company that has agreed to these terms T&Cs, and having identified themselves on the Platform via an identification form. This status is necessary to finalise a Transaction as a Seller or Buyer. To finalize a Transaction as a Seller, this status must be completed by a Verified Seller authorization.
Salesman means a Trader, publishing an Offer to Sell or responding to Call for tender. The Verified Seller authorization is required to allow a Seller to complete a Transaction.
Verified Seller : means the clearance 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 finalize a Transaction as a Seller.


The purpose of the GCU is to define the basic rules for using the Serviceapplicable to any User and/or any Company as soon as it is registered.cation and opening of its CStarter account on the Platform until it closes.

The TOS apply to all Users of the Service. In addition, they remain in force and continue to apply to Companies who accept CGT in order to acquire Trader Status to complete Transactions.


Final access to the Platform is granted by SOFTCORNER after acceptance of the GCU, creation of the Starter Account and transmission to SOFTCORNER of the information requested, by online confirmation of the opening of the Account Starter by SOFTCORNER.

As of the opening of the Account Starter, SOFTCORNER proceeds to the verification of the information communicated by the User. SOFTCORNER reserves the right to refuse to open an Account at its own discretion Starter, especially for one of the following reasons : (i) SOFTCORNER notes or considers that the User is not the a representative or employee of a corporation (ii) the User is an individual (the Service is reserved for professionals); (iii) certain information communicated by the Company is erroneous, fraudulent, falsified or doubtful.

Depending on the Company's status, theAll contractual documents applicable to the relationship between SOFTCORNER and the Companyrepresented by the User, consists of the present T&Cs and possibly the T&Cs, to the exclusion of any other document and in particular the general conditions of purchase of the Company. Unless otherwise agreed, the acceptance of a The contractual document is materialized by a validation click on the page of the Platform where the contractual document is put online.

The contractual documents constitute the " Contract "as they are accepted by the User. Indeed, the The T&Cs may be supplemented by the General Terms and Conditions of Transaction (individually or collectively referred to as the "Contractual Documents") when the Company represented by a User wishes to conclude a Transaction or enter into negotiations with a Trader. Where applicable, the Company is informed that only a User who is a legal representative of the Company or who has been duly authorised to do so may accept the TMCs. It is the Company's responsibility to control the authorisations of the Users it allocates to use the Service, as any action by a User is binding on the Company.

The User may at any time access the Contractual Documents available on the Platform to consult, download, reproduce or save them on an external medium for conservation purposes. SOFTCORNER will keep a time-stamped version of the contractual documents accepted by the Company, which are authentic in the event of a dispute.


The Service allows any User :

  •   to read the advertisements published by Companies on the Platform;
  •   to find out how the Service works and how Transactions are carried out; The Service also allows Users who have been appointed to do so by their Companies:
  •   to publish their needs;
  •   to publish Offers for Sale or Calls for tender ;
  •   to issue Stock Options in response to these Offers to Sell.However, within the framework of the present GCU, these offers do not allow in any case to perform a Transaction or a reservation of the relevant Licences, as long as both Companies have not acquired Trader Status by accepting the CGT. It is recalled that only the acceptance ofion of the CGTto which is added the obtaining of the authorisation Verified Seller for the Sellers, allows the Companies having acquired the Trader Status d'make Transactions on Licenses.

    Transactions made on the Platform are anonymous until a License Sale Agreement is formed in accordance with the Sales Process set out in the T&C. Any attempt to make direct contact before a Transaction has been formed may result in the deletion of the the Useror the offending Company, as well asahe claim for damages before the competent courts as compensation for the loss suffered by SOFTCORNER.


Opening the Account Starter is carried out by providing the information requested (surname, first name, email address, telephone number, position and company name) on the Platform, including a valid professional email address. The User defines the parameters of his Starter Account, fills in his personal profile and keeps his access code issued by SOFTCORNER when the Starter Account is created. If the User is acting as an agent of a Company, he/she shall also enter the information about the Company.

At the first connection and after each disconnection theUser indicates its identifier and authenticator codes. These are strictly personal and confidential, the User being the only one authorized to use the Platform's Services using his Starter Account. Any connection to the Account with the codes of a User is deemed to have been made by the said User (and by his Company if he is acting as an agent)SOFTCORNER's logs and recordings are authentic.

The User is solely responsible for the confidentiality of the codes and any information allowing to connect to the Starter Account. Any disclosure of the codes to a third party is therefore prohibited, the User agrees to putTo implement the physical and logical security measures necessary to maintain confidentiality. In the event that l'If the User notices any fraudulent use of the Account by a third party, he/she must inform SOFTCORNER without delay. Except in the case of proven fault, SOFTCORNER accepts no liability in case of use of the Services by a third party to the by means of the codes allocated to the User. In any case, any Offer to Sell or Call for Tender published by a User is deemed, unless proven otherwise, to have been made by the Company he/she represents, with SOFTCORNER's records serving as proof, only Companies that have acquired Trader Status and are represented by a User authorised for this purpose may conclude Transactions.

The User will ensure that he/she receives the e-mails sent to him/her by SOFTCORNER, by setting his/her e-mail address to receive e-mails sent from an address in and . Users ofa Company use email addresses strictly professional, excluding any personal address or unsecured webmail.


Opening an Account Starter leads to the concession at the User of a personal, non-exclusive, non-transferable right to use thes Services, in strict compliance with the TOS, for the duration provided herein and for the entire world. The use of the Service by the User is made in the name of the Company on behalf of which it accepts the TOSThe user is responsible for the purchase and resale of Licences for his professional needs, in accordance with the purpose of the Service, and within the framework of the mission assigned by his hierarchical superiors in the case of salaried employment.

Any other use of the Services not permitted hereunder is prohibited. As such, the User shall not to make any temporary or permanent reproduction of all or part of the Platform and the Services, by any means whatsoever outside the normal use of the Platform and Servicesto any dissemination, distribution, direct or indirect provision of the Services to the benefit ofto a third party or to the public, whether free of charge or not, as well as any translation, adaptation, arrangement or modification of the ServicesThis includes the creation of a service or similar application. Similarly, the extraction or reuse of a part qualitatively orquantitatively substantial of the databases used by the Services. The prohibitions extend to the Company when the User intervenes to or acts in a manner that gives rise to a legitimate suspicion that the SOFTCORNER that it is acting in the name and on behalf of a Company.

The User undertakes to upload and process via the Service only professional and strictly legal Data. In in particular, it shall not upload or process any Data that is contrary to law, regulation or public policy, and including any illegal or fraudulent content, in particular any offer that infringes on the rights of third parties or that is contentious. The User (and, if applicable, the Company it represents) is solely responsible for the Data uploaded, the messages published and the features activated. He undertakes not to use the Service in a manner contrary to to the Contract, to the regulations applicable to its professional activities or to electronic communications, or to assist in such use. In any event, after notification to the User which has not been answered within a period of two (2) weeks, SOFTCORNER reserves the right to discontinuewithout compensation.the User's access to the site to the Service in case of of use that does not comply with the Agreement, and may delete any Data that is unlawful or poses a threat to the integrity of the Service.


The Services can be accessed remotely at to any User with a computer compatible connected to the Internet, subject to the technical hazards and maintenance periods of the Platform. SOFTCORNER endeavours to ensure that the Platform is accessible 24 hours a day. However, the Company is notified of technical hazards inherent to the Internet and the access interruptions that may result. SOFTCORNER does not is committed Therefore, it cannot provide permanent accessibility to the Services and cannot be held responsible for any unavailability or slowdowns. The Services are provided under an obligation of means. The User also recognizes thehe need to interruptthe Services for maintenance purposes, in particular for the purpose of to improve the operation or safety. SOFTCORNER provides the Services " as it is "with no guarantee of continuity or availability.


SOFTCORNER is the exclusive owner of all rights relating to the Services and the Platform, in particular intellectual property rights, or declares that it has the necessary authorisations to use elements belonging to third parties. third parties. The SOFTCORNER brand, as well as the logos, domain names, graphic charter of the Platform, design of the Platform, graphics, animation, trailers, texts, descriptions, visual and/or sound elements of SOFTCORNER are the exclusive property of SOFTCORNER.

The right to useuse of the Services granted to the User The above is a personal right, and the GTUs cannot transfer any intellectual property right to the User (nor the Company he represents if applicable) if applicable). Consequently, any reproduction, in whole or in part, and any representation of the content of the Platform, of one or more of the protected elements, by any process whatsoever, without the express authorisation of SOFTCORNER, is prohibited, and constitutes an infringement punishable by articles L.335-2 et seq. of the French Intellectual Property Code.

SOFTCORNER guarantees that it has the intellectual property rights to the Platform enabling it to provide the Service to Utilitiesisators. Consequently, SOFTCORNER agrees to defend and indemnify the User or the Company that it represents for damages related to claims, lawsuits or convictions brought by a third party alleging d'an intellectual property right allegedly infringed by the User due to the use of the Platform outside the potential purpose of the transaction, provided that the User immediately notifies it by SOFTCORNER shall not be liable for any loss or damage caused by the use of this warranty, nor shall SOFTCORNER be liable for any loss or damage caused by the use of this warranty, nor shall SOFTCORNER be liable for any loss or damage caused by the use of this warranty. This warranty does not does not apply in the event of misappropriation or use of the Service not in accordance with its intended purpose and the instructions in In the event that the User does not use the Service in accordance with the present terms and conditions, in the event that the User modifies the terms and conditions of access to the Service, in the event that the Service is interfaced with third-party services without the validation of the User. SOFTCORNER, nor for any claim that would be related not to the components of the Service but to the Software and/or Data subject to Transactions on the Platform.

To the extent that the component is found to be infringing by a final and binding decision, or by SOFTCORNER itself, SOFTCORNER may at its option and at its own expense: (i) modify the component in question so that the Platform is no longer infringing, (ii) replace the component with a non-infringing component, at the (iii) obtain the rights to use the Service so that the User may continue to operate the Service in accordance with the terms of this Agreement. Failing that, SOFTCORNER may terminate the present contract, without compensation to the Customer. Where applicable, the Transactions in progress will be transferred directly to the relevant Buyers and Sellers so that they can complete their Transactions.

Of coursen addition, the User provides SOFTCORNER with the same guarantee on the stored Data and used via the Service, and holds SOFTCORNER harmless from any claim or condemnation pursued by a third party and based on its intellectual property rights in particular. It is reminded that only Licenses legitimately acquired by the Seller are that may be the subject of Transactions via the Service, in compliance with the Publishers' intellectual property rights and up to the limit of the rights of useation held by the Seller.

In order to ensure the proper functioning of the Services, the User expressly grants SOFTCORNER the following free of charge a license to use on contributions posted online in the Community, allowing SOFTCORNER to reproduce, represent and adapt them, for the duration of the copyright protection. These contributions by Users may be reproduced by SOFTCORNER for communication purposes.


The Data and the elements of the infrastructure and the Platform constitute for the parties of confidential information. Each of the parties undertakes to (i) keep confidential all information it receives from the other Party; (ii) not (ii) not to disclose the other Party's confidential information to any third party; and (iii) to use the other Party's confidential information only for the purpose of performing its obligations under the Agreement. The undertaking confidentiality agreement ofSOFTCORNER shall not be liable for any loss or damage caused by the use of the information provided by a Party as long as the other Party intends to keep the information confidential, except in the event of a request for transmission from a legal or judicial authority. SOFTCORNER undertakes to ensure the security and confidentiality of the Data included in the Platform by putting in place technical and SOFTCORNER shall not be responsible for the security and/or confidentiality of the Data as it travels over the Internet, which the User acknowledges. SOFTCORNER has no obligation regarding the security and/or confidentiality of the Data as it travels over the Internet, which the User acknowledges.

Each Party shall promptly notify the other Party of any fact that may indicate that the confidentiality of information in its possession has been or may be breached. All confidential information and its reproductions, transmitted by one Party to the other, shall remain the property of the disclosing Party and shall be returned to it immediately upon its request and at the latest upon termination or expiry of the GCU. It is expressly agreed between the Parties that the disclosure by one Party of confidential information to the other Party under the GCU shall not be construed as conferring on the receiving Party any right whatsoever (by way of license or otherwise) to the materials, inventions or discoveries to which such confidential information relates, or any other intellectual or industrial property rights.

However, this confidentiality obligation does not cover: (i) information that was already known to the receiving Party prior to the conclusion of the TOU; (ii) information that was already in the public domain at the time of its disclosure or subsequently fell into the public domain through no fault or negligence of the receiving Party; (iii) information which has been regularly obtained from other sources which are not bound by an obligation of confidentiality towards the disclosing Party; (iv) information which must be communicated to a third party, in particular to a competent regulatory authority, by the imperative effect of a law, a judicial decision or a decision emanating from a competent Community, French or foreign public authority.

If there is a confidentiality agreementiality signed between the parties, the terms and conditions applicable to confidentiality replace the present conditions for the entire duration of the use of the Platform.


10.1. Compliance with the RGPD

Softcorner complies with Act 7817 of January 6, 1978, as amended, relating to data processing, files and freedoms and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals to the processing of personal data and the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) - "RGPD.

10.2. Persons responsible for the processing

The person in charge of the processing is the simplified joint stock company Softcorner, 800 643 629 R.C.S. Créteil, whose head office is at 57, rue d'Amsterdam 75008 Paris - France. E-mail :, Web :

10.3 Purpose of the processing

The purpose of the data processing is the execution of the present contract; it allows in particular the follow-up of the customer relationship, the information of the customer and the management and execution of the transactions.

The data may also be used by Softcorner for marketing purposes. The legal basis for The legitimate interest of the data controller is therefore the basis for the processing.

10.4. Data collected

Personal data that may be collected by Softcorner include

At the time of the creation of then of the customer account: first and last name, nationality, date and place of birth, address postal and e-mail address, telephone number, location and connection data, job title and professional title;

  •   When logging into the customer account: navigation and login data;
  •   During payments: bank details or details of the means of payment used.Cookies" may be stored when you browse the website Softcorner, in order to collect certain browsing and statistical data to determine the volume, type and pattern of traffic to the site. Cookies can be disabled from the web browser preferences.

10.5. Recipients of the data

The data collected by Softcorner is processed internally by the company's employees and agents, who are authorised to treatment by reason of their duties.
The data may be transferred to subcontractors with whom
s Softcorner is bound by contract, without any the data subject's consent is required. The purpose of these transfers is to allow the accomplishment of the tasks undernecessary for Softcorner to fulfil its obligations.gations.

Apart from this, Softcorner undertakes not to transfer data to third parties without the consent of the data subject, unless obliged to do so by law or for a legitimate reason.
When data is transferred to a subIf you are located outside the European Union, Softcorner ensures that that processor offers a level of data protection at least equivalent to that offered by European law.

10.6 Data retention period

Subject to legal or regulatory provisions that may impose a specific retention period for certain data and the exercise by the data subject of the rights listed in Article 10.7, the periods of Data retention is as follows:

  •   The dataThe data collected and processed on the basis of the contract are kept for the duration of the contract. This contract is subject to a limitation period of five (5) years under common law;
  •   The data collected and processed on the basis of the legal interesttime of the data controller are kept for three (3) years from the last activity of the data subject.

10.7 Rights of data subjects

The person concerned by the processing has the right to access, rectify, portability, erasure of data and limitation of processing. He or she may also, on legitimate grounds, object to the processing of data. data about her.

These rights may be exercised, subject to the production of valid proof of identity, with the Data Controller, as defined in Article 10.2.

The request for deletion of data and the opposition to the processing lead to the termination of the GTU, under the conditions provided for in Article 13. The same applies to a request to restrict the processing of data that is necessary for Softcorner to perform its obligations.


Any use of the Platform and the Services by a User is done under his responsibility (or under the responsibility of the Company on behalf of which the Platform and/or the Services are used). The User (or the Company for thee on behalf of which it is acting, where applicable) assumes full responsibility for the Data it places online and will be responsible for damages of any kind, caused to SOFTCORNER, its partners, another Company or a third party, by its use of the Platform or its Services or resulting from a disclosure of its codes. The User undertakes to do not post any information online.The Data may infringe the rights of third parties, the User (or the Company for the on whose behalf it is acting, if any) indemnifying and holding SOFTCORNER harmless against any action or claim by a third party on the grounds that the use of theThe use of the Service by the Company infringes its rights or causes it damage.

SOFTCORNER can be held responsible only for direct damage suffered by the User or a Company, proven by the User or the Company and strictly attributable to SOFTCORNER, whether material or immaterial, in case of SOFTCORNER's failure to fulfil its contractual obligations, proven by the Company. The prejudices suffered by its Users are merged with those that the Company may claim in application of the present article.

In any case, SOFTCORNER cannot be held responsible, whether in contract, tort or under any other circumstances. Other than that, consequential damages that a User or a Company may sufferSOFTCORNER shall not be held liable for any damages resulting from the use of the Platform or the Services or in the event of SOFTCORNER's failure to fulfil its obligations. SOFTCORNER shall not be liable for damages not reasonably foreseeable resulting from the use of the Platform or the Services, disruptions that may affect the Platform (arising from malfunctions, bugs, errors, inaccuracies, viruses, or any other malicious software), actions or lack of action by third parties, suspension or any other action taken with respect to an Account resulting from a breach of the TOS, or losses resulting from a modification of the TOS. SOFTCORNER shall not be liable for any damages caused by the content of the web pages accessible through outgoing hypertext links present on the Platform. The User and/or his Company therefore refrains from engaging the responsibility of SOFTCORNER concerning the content of web pages accessible by outgoing hypertext links.

In any caseIn any case, SOFTCORNER's liability towards the User and/or the Company (including all its subsidiaries and affiliates) shall be limited to Users) for any direct damage under this article, shall be limited to the payment of damages which shall not exceed the total amount of commissions effectively invoiced by SOFTCORNER to the Company, over the last 12 months.

The limit of liability belowabove shall not apply to SOFTCORNER's liability in respect of any in the event of damage caused by a breach of its obligations regarding personal data, warranty of eviction as granted in Article 8, confidentiality, personal injury or personal injury, gross negligence or intentional misconduct and any other provision of a general nature.ublic.

Finally, the Parties shall not be held liable in the event of force majeure as defined by French case law.


The GTUs come into force as of their acceptance by theUser for an indefinite period corresponding to the Account opening period Starter.

The User may terminate the TOS by closing the Starter Account. At the end of the notice period, the User loses its right to use the Service and the Account is closed. If the User was among several registered Users for the of a Company, the termination of the account of the User is without effect on the other User accounts or on the Company's Trader Account.


In case of default characterized by one of the Parties in breach of one of its main contractual obligations, not remedied within thirty (30) calendar days from the date of the formal notice sent by registered letter with acknowledgement of receipt notifying the breach of contract.the other Party may terminate the Contract, without any obligation on the part of the prejudice to any damages to which it may be entitled.

In addition, in in the event of a User's failure to comply with any of the stipulations of the Contract, not remedied within thirty (30) calendar days of the formal notice sent by registered letter with acknowledgement of receipt notifying the breach in question, SOFTCORNER reserves the right to (i) suspend the corresponding Account, as well as the Sales Offers or Calls for tender and in the event of persistent failure to comply for an additional fifteen (15) days, to (ii) terminate the Contract without any compensation whatsoever and without prejudice to the amounts that SOFTCORNER may ask tithe User or the Company on behalf of which he/she is acting, to pay damages. act. Finally, the User may terminate his/her Account and terminate the present Agreement in the event of a change of control or a total or partial transfer of SOFTCORNER's business to a competitor of the User. In such a case, the User is obliged to complete any Transaction in progress at the time he/she is informed of the change in question at SOFTCOTNER, and the User will not receive any indemnity or compensation as a result of the termination.



The User acknowledges that any electronic action and communication carried out in connection with the Services shall have the same probative force than a paper documentIt is specified that SOFTCORNER keeps a record of electronic actions and communications between Users and SOFTCORNER. In the event of a dispute, SOFTCORNER may validly administer proof of any request, position, order or transaction made by Users of the Company via its connection and operation data which alone will be authentic, which the User recognizes.


If any provision of the TOU or any other If the contractual document is declared invalid or ineffective by the competent court, this stipulation will be enforced to the extent possible or permitted, and the validity of the GTC or the contractual document at issue shall not be affected thereby. These Terms and Conditions shall be adjusted as necessary to give maximum effect to the intent and scheme of these Terms and Conditions, including any deficiencies of the GTC.