These General Terms and Conditions of Sale govern the subscription to use the «Fleet Manager» software by professional customers of BEEV, a simplified joint stock company with capital of €52,319.32, having its registered office at 5 Rue Pleyel 93200 SAINT-DENIS and its unique identification number 851 682 807 R.C.S. BOBIGNY.

These General Terms and Conditions of Sale cancel and replace all agreements, acceptances, conventions, acts or correspondence relating to the software and supplement the General Terms and Conditions of Use, with which they form an indivisible whole.

Article 1: Definitions

The terms below, beginning with a capital letter, have the following meanings:

• Customer: refers to the subscriber of the personalised quote.

• GCU: refers to the General Terms and Conditions of Use available at the following URL address: beev.co/conditions-utilisation-fleet-manager

• GTC: refers to these General Terms and Conditions of Sale.

• Administrator Account: refers to the main account enabling the Customer to create and manage the User Account(s).

• User Account(s): refers to access opened to a User. A User Account corresponds to a single User with a unique identifier and a personal password. 

• Personalised Quotation: means the offer proposed by the Company and taken out by the Customer, describing in particular the characteristics and price of the services provided to the Customer.

• Fleet Manager: refers to the Software used to manage car fleets.

• Infrastructure: means the hosting infrastructure made available to the Client and Users by the Company, on which the Software runs and which is accessible at the address communicated by the Company. 

• Software: means the software platform developed and published by the Company and available at the following URL address: beev.fleet.co, under which the Customer may access its data.

• Company: refers to BEEV.

• SaaS (Software as a Service): refers to the remote provision of Software functions using Internet technologies and accessible via the Internet network, with the Application and the Database it processes remaining on the Infrastructure.

• User(s): refers to any individual using the Software via a User Account.

Article 2: Purpose

The purpose of these General Terms and Conditions is to define the conditions under which :

• The Company grants the Customer, who accepts it, the right to use the Software remotely in SaaS mode;
• The Customer undertakes to pay the contractual fee.

The right to use the Software is governed by the GCU, which form an indivisible whole with these Terms and Conditions.

The right of use granted to the Customer is subject to full payment of the fee set out in Article 7 hereof.

Article 3: Testing 

The Company may offer the Customer the opportunity to learn how the Software works by providing free access to the Software. 

This free access is limited in time. Use of the Software at the end of this period will require acceptance of the Custom Quotation by the Customer under the conditions set out in Article 4.

Article 4: Personalised quotation 

After discussion with the Company's sales departments, in order to study the Customer's needs, a Customised Quotation will be sent to the Customer. In order to subscribe to the use of the Software, the Client must return the Customised Quotation to the Company, duly signed and dated. Acceptance of the Custom Quotation will be confirmed in writing by the Company, including by e-mail.

Any service or functionality not expressly provided for in the Customised Quotation must be the subject of a quotation from the Company and the Customer's express written acceptance prior to any implementation.

Article 5: Duration

The initial period of use of the Software is set out in the Customised Quotation.

At the end of the initial period specified in the Custom Quotation, the period of use will be renewed for successive periods of one (1) month, by tacit agreement, unless terminated by either party, giving fifteen (15) working days' notice.

Specific notice provisions will apply in the event of migration, at the Customer's request, to another supplier, as detailed in the GCU.

Article 6: Services

The Company provides the Customer with :

• The Software as a Service (SaaS) access service;
• The storage and consultation of data resulting from its use of the Software.

The Software offers the following functions:

• Vehicle management (registration, documents, mileage, leasing status, etc.) ;
• Monitoring drivers and assignments;
• Automatic reminders for servicing, lease returns or mileage thresholds;
• A dashboard with performance indicators (TCO, CO2, costs) ;
• Monitoring charging points and supervising recharges;
• Personalised notifications and alerts;
• Access to support from the Company for the energy transition (TCO studies, choice of vehicles, installation of charging points, etc.);
• An employee area for drivers.

These services are provided 24 hours a day, 7 days a week, subject to interruptions for maintenance or for reasons beyond the Company's control. Under no circumstances may these temporary interruptions give rise to compensation for the Customer. 

As the Software remains on the Company's Infrastructure, the Company does not, under any circumstances, provide the Client with a copy of the Software in any form or on any medium whatsoever.

Any service not expressly provided for herein must be the subject of a quotation from the Company and the Client's express written acceptance prior to any work being carried out.

User Accounts are created within the limit authorised by the personalised quote. Any request to increase the maximum number of authorised Users will be subject to an additional quotation and a change in the amount of the fee.

The conditions of use of the Software are described in the Terms and Conditions, which form an indivisible whole with these Terms and Conditions.

Article 7: Financial conditions 

The provisions of this Article apply unless otherwise specified in the Customised Quotation.

Each month, the Company will issue the invoice corresponding to the monthly fee for use of and access to the Software, for the month to come and, where applicable, the amount of the additional services and costs for the previous month, on the basis of the rates in force at the time, as set out below.
in the personalised quote.

Payment will be made in accordance with the method of payment defined in the Customised Quotation upon receipt of the invoice date, to the bank account whose references appear in the Customised Quotation.

Prices are quoted exclusive of tax and will therefore be increased by the taxes in force on the day of invoicing.

Any delay in payment shall automatically and without prior notice result in the payment of interest at a rate equal to three times the legal interest rate. This interest is due by the sole fact of the due date, and without prejudice to the right to terminate the present contract.

In addition, in the event of non-payment, even partial, of any invoice whatsoever on the due date, the Company reserves the right to suspend all access to the Software, eight (8) days after the Client has received a formal notice to pay which has remained unanswered, until receipt of the invoice.
full payment of the sums due, without reimbursement or compensation, and without this suspension being considered as a termination of the contract, but without prejudice to the Company's right to terminate the present contract in accordance with Article 10.

Article 8: Guarantees 

The Company guarantees (i) that the Software is original, (ii) be the owner of all intellectual property rights on Software and Infrastructure, This is subject to any software modules that may be licensed as «Open Source» or for which the Company has the right to grant a licence to the Customer.

The Client declares that he/she is aware that the transmission of data on the Internet is subject to hazards that are totally independent of the Company, particularly in terms of transfer speed, connection reliability, security and integrity of the data transmitted. The Company may not, therefore, under any circumstances be held liable for any difficulty arising from a problem with the transmission of data via the Internet. 

Furthermore, the Customer acknowledges and accepts that the Company cannot guarantee that the Software will function without interruption, or that it will be free from anomalies or errors, or that such anomalies or errors can be corrected. In addition, the parties acknowledge that the state of the art of software does not permit the Company guarantee that it will be able to correct any anomalies or hidden defects that may affect the Software. The Customer expressly declares that it accepts these uncertainties, which are inherent in software development and operation techniques, and therefore waives any compensation relating to the quality of the Software. the Company.

The Company provides no guarantee that the Software will meet the Customer's specific requirements.

Article 9: Liability 

The parties agree that the Company is subject to a general obligation of best endeavours, particularly in view of the hazards inherent in Internet technologies.

The Customer is solely responsible for the use and processing of the data. the Company is limited to (i) hosting, (ii) security and (iii) data backup. As a result of this, the Company accepts no liability whatsoever in respect of these data, nor in particular for the harmful consequences of any errors in the data or in the results of their processing.

The Company may be held liable by the Customer in cases where the Software availability rate is less than 95% per year. 

By express agreement, except in the case of intentional acts or gross negligence, the parties acknowledge that the Company shall not be liable for any indirect or consequential loss suffered by the Customer, such as, in particular, financial or commercial loss, loss of clientele, commercial disruption, loss of profit, damage to brand image, loss of data, files or software, increased costs, the cost of services required to implement or correct the data or results obtained, which may result from the non-performance hereof, which loss shall be deemed to have the nature of indirect loss.

Any action brought against the Customer by a third party shall be deemed to constitute indirect loss and shall accordingly not give rise to any right to compensation.

For its part, the Customer undertakes to take all necessary precautions to reduce the prejudice that it may suffer as a result of the performance hereof and the use of the Software.

In all cases, should the Company nevertheless be held liable, the amount of damages for which it may be held liable may not exceed, for all losses combined, the sums actually received by the Company for the performance of the present contract during the calendar year in which its liability is invoked, except in the case of intentional acts or gross negligence.

Article 10: Termination 

These terms and conditions may be terminated automatically by the Company in the event of breach by the Customer of any of its obligations, in particular in the event of infringement of intellectual property rights, in the event of breach of the GGU or in the event of non-payment of all or part of the sums owed to the Company. This termination will take place ipso jure fifteen (15) days after formal notice to perform has been sent by registered letter with acknowledgement of receipt, which has remained wholly or partially without effect.

This formal notice must state the intention to apply this clause.

The Client will owe the Company the fees that would normally have been paid by the Client up to the end of the term. the initial period of use of the Software as set out in Article 5, This is without prejudice to the Company's right to seek compensation from the courts for all damage caused to it by the Customer's failure to comply.

The present contract may be terminated ipso jure by the Client in the event of a breach by the Company of an essential obligation of the present contract that is not remedied within one (1) month of notification by the Client, by registered letter with acknowledgement of receipt.

Article 11: Non-transferability

The subscription to the Personalised Quotation may not be transferred in whole or in part, whether free of charge or for consideration, by the Customer.

Article 12: Insurance

The Company declares that it is insured for its professional civil liability with a reputable and solvent company for the performance of its services.

Article 13: Intellectual property

The content of the Software and the Infrastructure is the property of the Supplier.

Any total or partial reproduction of this content is strictly prohibited and may constitute an infringement of copyright.

Article 14: Personal data

It should be noted that the personal data requested from the Customer is necessary for processing the order and, in particular, for issuing invoices.

This data may be communicated to any of the Company's partners responsible for executing, processing, managing and paying for orders.

The processing of the information communicated complies with the legal requirements relating to the protection of personal data, with the information system used ensuring optimum protection of this data and in particular the RGPD, as well as any other legislative or regulatory provision in force, with the information system used ensuring optimum protection of this data.

In accordance with the national and European regulations in force, the Customer has a permanent right of access, modification, rectification, opposition, portability and limitation of the processing of information concerning him/her.

The Company invites the Customer to consult the confidentiality policy to find out about the procedures applicable in this respect: https://www.beev.co/donnees-personnelles/.

Article 15: Data management policy for connected products and related services

With regard to connected products and related services, users are invited to consult the management policy, which is available at all times at the following address: beev.co/policy-data-connected-services

Article 16: Collaboration

In general, each party undertakes to perform these GCU and the contract they govern in good faith, in particular by cooperating with the other party.

Article 17: Force majeure

The Company shall not be held liable if the non-performance or delay in the performance of any of its obligations, as described herein, results from a case of force majeure within the meaning of article 1218 of the French Civil Code.

Article 18: Language and applicable law

These General Terms and Conditions and any transactions arising from them are governed by and subject to French law.

These GTC are written in French. If they are translated into one or more foreign languages, only the French text will be deemed authentic in the event of a dispute.

Article 19: Disputes

The Company draws the Customer's attention in particular to the following provisions:

All disputes to which this contract and the agreements arising from it may give rise, concerning their validity, interpretation, performance, resolution, consequences and consequences, shall be submitted to the courts within the Company's jurisdiction.

Article 20: Customer acceptance - Indivisibility

These General Terms and Conditions of Sale are expressly approved and accepted by the Customer, who declares and acknowledges having full knowledge of them.

The GTC and the GCU form an indivisible whole.