B2B General Rental Terms and Conditions

Download the GRTC
ARTICLE 1. PREAMBLE

SIERRA is a company that offers for rent an innovative headset accompanied by an object-mode eye-tracking solution for professionals such as: orthoptists, opticians, researchers, industrialists, etc.
SIERRA can be reached by mail at the following postal address: 21, grande rue, 31380 MONTASTRUC-LA-CONSEILLERE; by email at the following address: and by telephone at the following number: 05.23.53.20.35 from Monday to Friday from 9:00 AM to 5:00 PM.
These GRTC consist of the following documents:

• The Quote;
• This document;
• Its appendices, where applicable.

ARTICLE 2. DEFINITIONS

Anomaly(ies): refers to any bug, error, breakdown, malfunction, incident, blockage, design or manufacturing defect, incompatibility, insufficiency, and/or degradation affecting all or part of the Solution.

Blocking Anomaly(ies): refers to any Anomaly making the normal use of an essential function of the Solution impossible without a workaround being found.

Major Anomaly(ies): refers to any Blocking Anomaly for which a workaround has been provided.

Minor Anomaly(ies): refers to any Anomaly that is neither a Blocking Anomaly nor a Major Anomaly.

Quote: refers to the document provided by SIERRA to the Client following a rental subscription request by the Client, which indicates the price and payment terms as well as the Delivery conditions. The Quote is inseparable from these GRTC.

Headset: refers to the “Eya Headset” and its related accessories as described on the Site and in the Documentation.

GRTC: refers to these General Rental Terms and Conditions which govern the rental of the Headset by the Client and the conditions of use of the Solution.

Client: refers to the professional client, acting for purposes within the scope of their commercial, industrial, artisanal, liberal, or agricultural activity, to the exclusion of any other purpose.

Documentation: refers to the document available on the Site and transmitted to the Client in the event of a rental subscription, indicating the characteristics of the Equipment and the conditions of use.

Data: refers to all information and data of the Client, including all Personal Data, entered, input, or uploaded into the Solution, or processed, modified, or generated by or via the Solution. Data is Confidential Information and remains the property of the Client.

Personal Data: refers to data which, within the meaning of Data Protection Legislation, allows for the designation or identification, directly or indirectly, of a natural person.

Data Protection Legislation: refers to all laws and regulations regarding personal data protection applicable to either Party within the framework of these GRTC, and in particular, the European General Data Protection Regulation 2016/679 (“GDPR”), as well as national legislation enacted in application of the GDPR, including the French Data Protection Act of January 6, 1978, as amended.

Delivery: refers to the Delivery of the Equipment by SIERRA following a rental subscription by the Client.

Equipment: refers collectively to the Headset and the Solution designed and distributed by SIERRA as described on the Site and in the Documentation.

Party(ies): refers collectively or separately to the Client and SIERRA.

SIERRA: refers to the company SIERRA NEUROVISION, registered in the TOULOUSE Trade and Companies Register under SIREN number 909152704, with a share capital of €215,250.00 and whose registered office is located at 21, grande rue 31380 MONTASTRUC-LA-CONSEILLERE.

Site: refers to the website www.sierra-neurovision.com

Solution: refers to all programs and software solutions in object mode integrated into the Headset, which are the exclusive property of SIERRA.

User: refers to the person who uses the Client’s services and who will benefit from the use of the Equipment.

ARTICLE 3. PURPOSE AND SCOPE

The purpose of these GRTC is to define the rental conditions for the Headset offered by SIERRA to the Client, as well as the conditions of use for the Solution.

In accordance with Article L.441-1 of the French Commercial Code, these GRTC constitute the sole basis for commercial negotiation between SIERRA and the Client.

Consequently, the act of the Client signing the Quote and subscribing to a rental with SIERRA implies the Client’s full, complete, and unreserved acceptance of these GRTC, to the exclusion of all other documents such as brochures or catalogs issued by SIERRA, which are for indicative purposes only.

No special condition may, unless formally accepted in writing by SIERRA, prevail over these GRTC.

SIERRA reserves the right to modify these GRTC at any time. In this case, only the GRTC in force on the day of the rental subscription will be applicable until the end of said rental, unless the Client accepts the new version of the GRTC.

These GRTC are appended to the Quote and can be downloaded from the Site and kept by the Client.

ARTICLE 4. EQUIPMENT CHARACTERISTICS
In the event of a rental subscription, the Equipment is always accompanied by precise Documentation allowing for its correct use. The Client benefits from a 2 (two) hour onboarding session by SIERRA, which is included in the price and can be used at their convenience.
4.1. Headset Characteristics
4.1.1. Headset Compliance
SIERRA provides the Client who subscribes to a rental with a Headset in good working order, meeting the requirements of applicable regulations, and allowing for normal and habitual use. Information regarding the Headset is available on the Site and transmitted to the Client who contacts SIERRA by email or postal mail.
4.1.2 Conditions of Use for the Headset

The Client agrees to read, comply with, and ensure that its employees comply with the Documentation in which the conditions of use for the Headset are clearly and precisely described.

In particular, the Client has taken note of the following important recommendations regarding the use of the Headset:

• Always use it in accordance with the instructions set out in the Documentation;
• DO NOT use it in dangerous conditions;
• Always use it in an environment at room temperature and never use it in environments with extreme humidity or in the rain;
• DO NOT use it in the presence of explosive or flammable gases;
• DO NOT expose it to excessive heat: do not place it in direct sunlight, near a fire, or any other heat source;
• DO NOT disassemble it: this may cause a malfunction and/or a fire;
• DO NOT modify it;
• DO NOT reuse it before repair if a component is damaged;
• DO NOT touch the cameras on the Headset directly with your fingers as this may damage them;
• DO NOT use it on a person who has a head wound;
• DO NOT use it on a person who has an eye wound or serious pathologies;
• DO NOT use it on a person who has hypersensitivity to electronic devices;
• DO NOT use it on a person who has not given their consent for its use and/or who shows signs of excessive agitation;
• Use it only with the provided components to avoid any risk of electric shock;
• In the event of an anomaly (noise, smoke, heat, deformation, odor, high light intensity, etc.), instruct the User to stop all use and move them away from any flammable source before consulting SIERRA without delay;

Ametropic Users may use the Headset with their correction (glasses or contact lenses) in accordance with the instructions in the Documentation.
The Headset is not recommended for Users under 5 (five) years old. Children over 5 (five) years old must only use the Headset under adult supervision.

4.1.3. Headset Availability
SIERRA undertakes to honor rentals within the limit of available stocks. If the Headset were to become unavailable, SIERRA would inform the Client by any means before the Client subscribes to a rental.
4.2. Solution Characteristics
4.2.1. Description of the Solution
Throughout the duration of the rental, SIERRA provides the Client with the Solution, which allows for the identification of oculomotor performance for research and statistical purposes, as precisely described in the Documentation. The Solution is available only in French.
4.2.2. Installation of the Solution
From the time of Delivery, the Solution must be directly installed by the Client on their computer system running the Windows operating system and in accordance with the instructions provided in the Documentation. The Client must create an account with a strictly personal and confidential username and password. The Client is solely responsible for any use that may be made of the username and password or the account. The Client agrees to immediately inform SIERRA of any unauthorized use and any breach of confidentiality or security of their identification data. The 2 (two) hour onboarding session provided to the Client may notably be used for the installation of the Solution.
4.2.3 Rights of Use for the Solution
SIERRA grants the Client a non-exclusive right to access and use the Solution, including updates, for the duration of the rental as referred to in Article 5.3 of these GRTC and for the following territories: France, European Union, Switzerland, Andorra, Monaco, and French-speaking Africa. At the end of this period, the Client is authorized to keep the Solution solely to access their Data. They will no longer have access to updates for the Solution. The Client is the only person authorized to use the Solution and is solely responsible for its compliant use. The Client may not assign or make the right of access to the Solution available to third parties in any way without the prior written consent of SIERRA.
4.2.4. Maintenance of the Solution

A standard ticket-based support service for handling Anomalies is available from Monday to Friday inclusive, from 9:00 AM to 6:00 PM. Anomaly reports included in the Solution do not create an obligation for an immediate update of the Solution.
SIERRA diagnoses the Anomaly and then implements its correction according to the following scale:

• In the event of a Blocking Anomaly, the report is acknowledged within 72 business hours. SIERRA endeavors to correct the Blocking Anomaly as soon as possible and proposes a workaround.
• In the event of a Major Anomaly, the report is acknowledged within 72 business hours. SIERRA endeavors to correct the Major Anomaly and proposes a workaround that may allow the use of the affected functionalities pending resolution.
• In the event of a Minor Anomaly, the report is acknowledged as soon as possible, and SIERRA may propose a correction for the Minor Anomaly in a new version of the Solution.

ARTICLE 5. RENTAL SUBSCRIPTION
5.1. Prerequisites for Rental
SIERRA shall be entitled to refuse a rental subscription (I) made by a Client with whom there is a dispute regarding the payment of a previous rental; and/or (II) not compliant with these GRTC; and/or (III) made fraudulently. If SIERRA finds that a rental subscription does not satisfy these GRTC, it will inform the Client as soon as possible by any means. Failing the Client’s correction of the erroneous elements or those contrary to these GRTC with SIERRA, SIERRA reserves the right to cancel the subscription outright and, if applicable, refund the Client.
5.2. Subscription
The request for a rental subscription by the Client is made directly via the Site, by email, or by post. At the Client’s request, SIERRA will provide a free presentation of the Equipment. Sierra will issue a Quote summarizing the price, payment terms, and Delivery terms. The Quote is valid for a limited period of 1 (one) month. Any Quote not signed by the Client within this period becomes null and void. The rental subscription is deemed validly and definitively formed between the Parties upon receipt by SIERRA of the Quote and these GRTC, dated and signed by the Client without modification or alteration. The Quote will be signed electronically using the service provider Yousign. In accordance with the provisions of Articles 1366 et seq. of the French Civil Code, the Client expressly acknowledges that the electronic signature serves as proof of the content of the Quote and these GRTC, the identity of the signatories, and their respective consent. SIERRA recommends that the Client keep a copy of the signed Quote as proof. The rental takes effect only on the day the Equipment is made available to the Client under the conditions of Article 7 of these GRTC.
5.3. Rental Duration
The rental takes effect from the delivery of the Equipment by SIERRA to the Client under the conditions of Article 7 of these GRTC. The rental is subscribed for a duration of 36 (thirty-six) months. At the end of this period, the rental is automatically renewed every year for an identical period of 36 (thirty-six) months unless the Client notifies SIERRA of their intention to terminate it 3 (three) months before the end of the term, by registered letter with acknowledgment of receipt to the following address: 21, grande rue, 31380 MONTASTRUC-LA-CONSEILLERE. Failure to comply with these forms or deadlines will automatically renew the rental and these GRTC between the Parties for a duration of 36 (thirty-six) months.
ARTICLE 6. FINANCIAL CONDITIONS
6.1. Price and Security Deposit
6.1.1
The price for the rental of the Equipment corresponds to the one in force on the day of subscription, as indicated on the Quote. The price amount is expressed in euros including all taxes and includes the rental of the Headset as well as the rights of use for the Solution. The price is indicated for a period of one year.
6.1.2
A security deposit of €900 including tax (nine hundred euros including all taxes) must be paid by the Client, by transfer to SIERRA’s bank account, upon signature of the Quote by the Client and before the Headset is shipped. The security deposit will be returned to the Client at the end of the rental period as referred to in Article 5.3 of these GRTC upon receipt of the Headset by SIERRA. In the absence of the return of the Headset by the Client, SIERRA shall have the right to retain the security deposit until the effective return of the Headset and without prejudice to the immobilization indemnity referred to in Article 8.2 of these GRTC.
6.2. Payment Terms
Upon an initial subscription, the Client agrees to pay a deposit of 50% (fifty percent) of the price upon signing the Quote and the remaining price within the month following Delivery. Payment will then be made by annual automatic transfer directly to SIERRA’s bank account, the details of which will have been transmitted to the Client at the time of the rental subscription. The Client agrees to provide their bank details to SIERRA upon subscription of the rental. In the event of a change in bank details, the Client agrees to inform SIERRA as soon as possible.
6.3. Invoice
An invoice is issued every year and sent directly to the email address provided by the Client.
6.4. Late or Non-Payment
Any late payment will result in the payment by the Client of late penalties set at 3 (three) times the legal interest rate and will be automatically debited from the Client’s account without the need for a reminder or prior formal notice. In accordance with Article D. 441-5 of the French Commercial Code, SIERRA may demand payment by the Client of a flat-rate indemnity of 40 (forty) euros for recovery costs in addition to the aforementioned late penalties.
ARTICLE 7. DELIVERY - PROVISION OF EQUIPMENT
7.1. Delivery
SIERRA provides Delivery in the following countries: • France; • European Union countries; • Switzerland, Monaco, Andorra; • French-speaking Africa. In accordance with Article 6.1.2 of these GRTC, Delivery of the Equipment can only take place after payment of the security deposit by the Client. The Equipment is delivered to the Client at the address they have indicated to SIERRA, within the period previously indicated by SIERRA in the Quote, except in cases of force majeure. Delivery will be made by the carrier chosen by SIERRA, who will ensure tracking, and the Equipment must be delivered against signature of a delivery note at the address indicated by the Client. The Client is solely responsible for any failure to deliver due to a lack of information on their part.
7.2. Delivery Costs

Delivery costs for the Equipment in metropolitan France will be entirely borne by SIERRA in the following cases:

• Upon an initial subscription, for sending the Equipment to the Client;
• Upon the return of the Headset by the Client every 36 (thirty-six) months in accordance with Article 8.1 of these GRTC;
• Upon the exchange of the Headset by SIERRA in accordance with Article 8.1 of these GRTC;
• Upon replacement of the Headset for a defect covered by the warranty as referred to in Article 10 of these GRTC.

In the event of Delivery outside metropolitan France, and for all the aforementioned cases, Delivery costs will be partly borne by the Client and SIERRA, and the amount will be previously indicated in the Quote.

In the event of the return of the Equipment by the Client for i) a replacement or repair resulting from their own actions or ii) a final return, the return and Delivery costs will be exclusively borne by the Client.

7.3. Provision of Equipment
SIERRA rents the Equipment to the Client as described in these GRTC and in the Documentation transmitted to the Client. The Client is required to check the condition of the Equipment upon Delivery. In the absence of reservations expressly formulated in writing to the following email address: by the Client within 7 (seven) days of Delivery, the delivered Equipment is deemed compliant. It is up to the Client to justify the reality of the defects or anomalies found in order to remedy them. The Client must under no circumstances intervene themselves, or have a third party intervene, to repair the Equipment. Any defect not reported within the aforementioned period will be attributable to the Client. SIERRA remains the exclusive owner of the Equipment in all circumstances. Making the Equipment available to the Client does not entail a transfer of ownership. The Client is prohibited from lending, renting, or giving the Equipment as security.
ARTICLE 8. RETURN OF THE HEADSET
8.1. Return of the Headset During the Rental
The Client must return the Headset to SIERRA every 36 (thirty-six) months from the effective date of the rental in perfect working order, in its original packaging, and in its initial configuration, and will receive a new Headset in exchange. If the Client is up to date with the price payment, SIERRA will bear the return costs of the Headset without prejudice to the conditions referred to in Article 7.2 of these GRTC. For the sake of continuity, the sending of the new Headset by SIERRA must take place 1 (one) month before the end of the 36 (thirty-six) month subscription period.
8.2. Final Return of the Headset
Within 1 (one) month from the end of the duration provided for in Article 5.3 of these GRTC, the Client agrees to return the Headset to SIERRA in its original packaging, in good condition of maintenance and operation, and in its initial configuration. The costs for the final return of the Headset are borne by the Client in accordance with Article 7.2 of these GRTC. In the absence of the return of the Headset within the aforementioned period, the Client will be liable for an immobilization indemnity equivalent to the price the Client would have had to pay if the rental had continued until the effective return, the amount of which will be calculated pro rata for the months incurred. The Client is solely responsible for returning the Equipment in a condition consistent with its departure and will pay SIERRA any costs for restoration or compliance. In the event of a total failure to return the Headset by the Client, SIERRA will retain the security deposit paid by the Client without prejudice to the aforementioned immobilization indemnity.
ARTICLE 9. LIABILITY
9.1. Client's Liability
From the time of Delivery, the Client assumes the role of custodian of the Equipment until its return to SIERRA. The Client is responsible for the supervision and use of the Equipment in accordance with its intended purpose and according to the instructions and advice appearing in these GRTC and in the Documentation provided by SIERRA. The Client is also responsible in the event of loss, theft, deterioration, or failure to return the Equipment. The Client is liable for all damage caused to the Equipment, or by the Equipment under their custody, regardless of the cause. The Client agrees to maintain the Equipment in good condition and to look after it. They are prohibited from modifying or repairing the Equipment themselves or through a third party not approved by SIERRA.
9.2. SIERRA's Liability

SIERRA undertakes to perform its contractual obligations with all possible care customary in the profession.

SIERRA cannot, within the limits of applicable law, be held liable for any direct or indirect damage of any kind (such as commercial or financial loss, or operating losses affecting the Client), nor for loss of profit, foreseeable or unforeseeable, claimed by the Client (including in particular for loss of turnover, financial yield, interruption of use or availability of the Solution and/or content), resulting from a breach of an express or implied warranty, a breach of these GRTC, a false declaration, or gross negligence by the Client.

SIERRA cannot be held liable in the event of legal proceedings against the Client or due to an unlawful use of the Equipment.

Furthermore, SIERRA’s liability can in no case be sought in the event of:

• Use of the Equipment in a way not provided for in the Documentation or not expressly authorized by these GRTC;
• Modification of all or part of the Equipment not carried out by SIERRA or by one of the approved service providers designated by the latter;
• Use of all or part of the Equipment when SIERRA, following a difficulty or for any other reason, had recommended suspending its use;
• Occurrence of any damage resulting from a fault or negligence of the Client, or that the Client could have avoided by seeking advice from SIERRA;
• Unauthorized use of the Solution by a third party resulting from the unauthorized use of the Client’s identification data through their fault.

Any action directed against the Client by a third party constitutes indirect damage and therefore does not entitle them to compensation. If SIERRA’s liability were to be recognized under these GRTC by a final decision of a competent court, the compensation that could be claimed from it would be expressly limited to the amount of the price received by SIERRA for the six (6) month period in progress at the time the damage occurred.

It is expressly agreed and accepted by the Client that the stipulations of this clause will continue to apply at the end of the rental or upon termination established by a final court decision.

These provisions establish an allocation of risks between SIERRA and the Client.

The price reflects this allocation as well as the described limitation of liability.

ARTICLE 10. WARRANTIES APPLICABLE TO THE HEADSET
10.1 Legal Warranty

SIERRA warrants the Client against all defects or faults in the rented Headset that prevent its use.

From the time of Delivery, SIERRA undertakes to replace any defective Headset with another equivalent Headset as soon as possible, except in cases of force majeure and/or warranty exclusion as defined in Article 10.2 of these GRTC.

In this case, the Client must return the Headset to SIERRA at the following address: 21, grande rue, 31380 MONTASTRUC LA CONSEILLERE.

The return costs being borne by SIERRA in accordance with Article 7.2 of these GRTC.

10.2. Exclusion of Warranties

Any warranty is excluded in the event of:

• Breakage or breakdown of the Headset related to non-compliance by the Client and/or the User with the Documentation and these GRTC;
• Modification of the Headset by the Client;
• Misuse, negligence, or lack of maintenance of the Headset by the Client.

If one of these causes is the source of the Headset’s defect, the repair and/or replacement of the Headset will be entirely borne by the Client, including return and Delivery costs in accordance with Article 7.2 of these GRTC.

SIERRA will establish a quote prior to any repair of the Headset, which the Client must validate.

ARTICLE 11. FORCE MAJEURE
The performance by SIERRA of all or part of its obligations will be suspended in the event of the occurrence of a fortuitous event or force majeure that hinders or delays its performance in accordance with Article 1218 of the French Civil Code and current case law. Considered as such are, notably, without this list being exhaustive, war, riots, epidemics, insurrection, social unrest, telephone or computer breakdowns or serious impairment of the security and consistency of the internet network, and strikes of all kinds. SIERRA will inform the Client of such a case of force majeure within 7 (seven) days of its occurrence. In the event that this suspension of the performance of SIERRA’s obligations continues beyond a period of 15 (fifteen) days, the rental may then be terminated by SIERRA or by the Client, without this termination being considered wrongful.
ARTICLE 12. INTELLECTUAL PROPERTY
12.1. Property Rights of the Equipment
The Equipment is and remains the property of SIERRA or its licensors. SIERRA is also the holder of all copyrights, trademarks, and designs or models relating to the Equipment. As such, the Client is prohibited by these GRTC from reproducing any element of the Equipment by any means whatsoever and from reproducing any element of the Solution’s code.
12.2. Warranty Against Eviction
SIERRA warrants that it holds all intellectual property rights to the Equipment. As such, SIERRA warrants the Client against any third-party claim based on infringement, unfair competition, and/or parasitic acts regarding the Equipment.
ARTICLE 13. DATA
13.1. Ownership of Data
The Client is the sole holder of the rights to the Data that the Client processes via the Solution. The Client represents and warrants that they have all the necessary authorizations for the use of the Data. The Client further represents and warrants that by creating, installing, or uploading the Data via the Solution, they do not exceed any rights that may have been granted to them over all or part of the Data and that they do not infringe on the rights of third parties. The Client agrees to indemnify SIERRA for all financial consequences that SIERRA may be required to bear due to a breach by the Client regarding the aforementioned warranties concerning the Data. The Client will ensure not to place Data during the use of the Solution that would require SIERRA to comply with specific laws or regulations other than those expressly provided for in these GTU.
13.2. Access to Data
Access to Data processed via the Solution is reserved exclusively for the Client. However, solely for needs related to i) the maintenance of the Solution under the conditions of Article 4.2.4 of these GRTC and ii) the return of the Equipment, SIERRA may also access it. This access to Data by SIERRA may only be temporary. The latter must ensure not to damage the Data and to no longer allow any access to it as soon as the reasons justifying its intervention have ceased.
13.3. Personal Data
The terms relating to the processing of Personal Data that the Client may transmit to SIERRA are set out in Appendix 1 of these GRTC. Furthermore, within the framework of the rental, SIERRA is required to process Personal Data in the name and on behalf of the Client. SIERRA, acting as a processor within the meaning of Data Protection Legislation, undertakes to process the Personal Data thus entrusted to it in accordance with the provisions of Appendix 2 of these GRTC. The Client is solely responsible for the collection and processing of Users’ Personal Data. When the legislation to which the Client is subject requires obtaining prior authorization from the persons whose Personal Data is processed or when said legislation imposes a set of obligations on the person called upon to process this Personal Data, it is the sole responsibility of the Client, and under their sole liability, to comply with the applicable legislative provisions and to obtain any prior authorizations.
ARTICLE 14. TERMINATION FOR BREACH

In the event of a breach by one of the Parties of any of its obligations under these GRTC, the non-defaulting Party shall be authorized, 15 (fifteen) days after formal notice notifying the breach in question and sent by registered letter with acknowledgment of receipt to the defaulting Party and remaining without effect, to terminate the rental.

SIERRA notably has the possibility to terminate the rental as of right, without prejudice to the right to seek compensation for its loss, in particular for:

• Breach of one of the Client’s essential obligations referred to in Articles 4, 5, 6, 8, and 12 of these GRTC.
• Non-compliance with the intellectual property rights referred to in Article 13 of these GRTC;
• Essential information that is erroneous or intentionally concealed by the Client from SIERRA.

ARTICLE 15. DECLARATION OF INDEPENDENCE
The relationship established between the Client and SIERRA is that of independent and autonomous parties. No provision of these GTC may be interpreted as granting the Client the power to direct SIERRA’s activities or to control it in any manner whatsoever. The GTC exclusively concern the purpose defined in Article 3 and do not contain any form or intention to constitute an employment contract or a partnership in law or in fact, the Parties being devoid of affectio societatis. Furthermore, neither Party may, except by special, written, express, and prior authorization from the other Party, be considered as representing the other Party, in any capacity and under any modality whatsoever. It is expressly agreed that these GTC are specific and that none of their provisions may give rise to claims other than those arising from the obligations expressly provided for in the GTC.
ARTICLE 16. MISCELLANEOUS PROVISIONS
16.1. Good Faith and Cooperation
The Parties undertake to always conduct themselves toward one another as loyal and good faith partners and in particular to inform each other of any difficulties they may encounter and to cooperate in the proper performance of these GTC.
16.2. Waiver
The fact that the Client or SIERRA does not invoke a breach of any of the obligations set forth in these GTC shall not be interpreted for the future as a waiver of the obligation in question.
16.3. Entire Agreement
These GTC express the entirety of the obligations between the Client and SIERRA. In the event of difficulties in interpretation between any of the headings appearing at the top of the clauses and any of the clauses, the headings shall be deemed non-existent. No general or specific terms appearing in documents sent or provided by the Client may be incorporated into these GTC or, even less, contravene them or modify their scope, with the exception of the Client’s supplementary appendices accepted in writing by SIERRA.
16.4. Severability
If one or more provisions of these GTC are held to be invalid or declared as such pursuant to a law, regulation, or following a final decision of a competent court, the other provisions shall retain their full force and effect.
16.5. Commercial Reference
The Client authorizes SIERRA free of charge to use its name and logo for the promotion of the Solution as a commercial reference in its commercial presentations, at trade shows, and on its Site. SIERRA shall respect the Client’s graphic charter according to its recommendations. SIERRA may reference the Client’s website on its own Site. The Client authorizes SIERRA to publish a press release mentioning the Client’s adoption of the Solution.
ARTICLE 17. APPLICABLE LAW – DISPUTE RESOLUTION
17.1.
The law applicable to these GTC is French law, to the exclusion of any other foreign legislation.
17.2.
Any disputes and disagreements, of whatever nature, that may arise in connection with the performance or interpretation of these GTC shall, prior to any legal action on the merits or in summary proceedings, be submitted to mediation. The Parties agree from now on and irrevocably to entrust this mediation mission to a mediator who is a member of the Union of Mediators of the Court of Appeal of Aix-en-Provence (hereinafter referred to as “UMEDCAAP”). UMEDCAAP shall be contacted at the request of one of the Parties or jointly by registered letter with acknowledgment of receipt. The Parties undertake to each pay half of the mediation costs and to provide loyal and necessary cooperation in seeking an amicable solution. The Parties undertake to keep strictly confidential all exchanges of words, correspondence, and documents that take place during the mediation. In the absence of an amicable resolution within 3 (three) months from the referral to the mediator by one of the Parties, each Party shall resume its right to take action. This period may be extended by mutual agreement between the Parties.
17.3.

IN THE ABSENCE OF AN AMICABLE RESOLUTION OF THE DISPUTE, ALL LITIGATION RELATING TO THESE GTC, IN PARTICULAR REGARDING THEIR VALIDITY, INTERPRETATION, PERFORMANCE, EFFECTS, AND/OR TERMINATION, SHALL FALL UNDER THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF MARSEILLE, WITH THE EXCEPTION OF DISPUTES RELATING TO INTELLECTUAL PROPERTY FOR WHICH THE TERRITORIALLY COMPETENT JUDICIAL COURT HAS EXCLUSIVE JURISDICTION.

THE LAW APPLICABLE TO THESE GTC AND TO OTHER CONTRACTUAL DOCUMENTS IS FRENCH LAW, TO THE EXCLUSION OF ANY OTHER FOREIGN LEGISLATION.

Version in effect: December 19, 2023