This Lidarvisor Service Contract sets forth the specific conditions that apply to the services provided by Lidarvisor to the Client, in exchange for the payment of the agreed-upon fees. Acceptance of the Purchase Order implies acceptance of the terms of this Service Contract.
Article 1: Definitions
The terms and expressions whose initial letter of each word is in uppercase, within the Contract, have the meanings attributed to them below, whether used in the singular or plural.
« Purchase Order » The term “Purchase Order” refers to the proposal(s) for services submitted by Lidarvisor and accepted by the Client.
« Contract » refers to the present Lidarvisor service contract, including its appendices, any amendments, and associated purchase orders.
« Client Data » refers to the data exchanged by Authorized Users through their platform.
« Force Majeure » refers to an event external to the Parties, unforeseeable and irresistible, as defined by French court jurisprudence, including but not limited to: war (declared or not); terrorist act; invasion; rebellion; blockade; sabotage or vandalism; strike or labor dispute, total or partial, external to each of the Parties; weather conditions (including floods, storms, and tempests); events declared as “natural disasters”; fire; epidemic; zombie invasion; disruption of transportation or supply means (including energy supply); failure in the supply of electrical energy, heating, air conditioning, telecommunications networks, data transportation; satellite failure.
« Setup Fees » refer to the amounts owed by the Client for the Setup, as specified in the Purchase Order.
«Confidential Information » refers to any information disclosed (whether in writing, orally, or by any other means and whether directly or indirectly) by Lidarvisor to the Client before or after the effective date of the Contract, including, but not limited to, processes, plans, know-how, trade secrets, inventions, techniques, business opportunities, and activities of Lidarvisor.
« Initial Period » refers to the duration of service provision as specified in the Purchase Order.
« Fee » refers to the amounts owed by the Client to Lidarvisor in exchange for the use of the platform by Authorized Users, starting from Initialization.
« Lidarvisor » refers to the software solution created by Lidarvisor, which is a collaborative messaging platform implementing traditional messaging functionalities (e.g., calendar) and innovative features (e.g., employee activity and performance management) within each Messaging Account and Shared Messaging Account.
« Specifications » refer to the information provided by the Client and validated by Lidarvisor upon which Lidarvisor proceeds with Initialization.
Article 2: Purpose
The purpose of the Contract is to define the conditions under which Lidarvisor provides services to the Client, particularly concerning the monitoring of the platform’s operation during its usage phase.
The provision of any additional services is outside the scope of this Contract and is subject to the Parties entering into a separate contract.
Article 3: Entry into Force – Duration
The Contract becomes effective from the signature of the first Purchase Order by all Parties, for the Initial Period.
At the expiration of the Initial Period, except in the case of (i) early termination as defined in Article 14 – “Termination,” or (ii) notice given by either Party, sent by registered letter with acknowledgment of receipt, at least ninety (90) days before the expiration of the current contractual period, the Contract will be automatically renewed for a new contractual period of the same duration as the Initial Period.
Article 4: Implementation of the Lidarvisor Solution
The Client provides the Specifications to Lidarvisor within the timeframe defined in the Purchase Order.
No delay in the provision of services can be attributed to Lidarvisor due to the delay or absence of Specifications provided by the Client.
Lidarvisor configures the platform in accordance with the specifications. In the event that the configuration has not been fully completed under the conditions specified in the Specifications for reasons attributable to the Client and/or one of its service providers (e.g., delay or difficulty in providing the Specifications), Lidarvisor will be entitled to provide access to the platform for only the Specifications and Client Data provided by the Client in accordance with the terms of the Purchase Order and validated by Lidarvisor.
During the execution of the Contract, any request from the Client that is not covered by the Specifications will be handled by Lidarvisor as a specific request, which will be addressed either through an amendment to the Contract or by entering into a separate contract.
Article 5: Use of the Platform
5.1 Monitoring of Platform Operation
Any other modification of the Specifications cannot be incorporated without the prior and express consent of Lidarvisor.
Lidarvisor is responsible for monitoring and supervising the operation of the platform. However, the Client is responsible for ensuring that the information provided by the Client and/or its service providers complies with the Specifications. In the absence of compliance, any platform failure will be solely attributable to the Client, and Lidarvisor’s responsibility cannot be sought in this regard.
Any intervention carried out by Lidarvisor due to non-compliant usage and/or data may be subject to additional billing based on time spent, as defined in Article 7.
5.2 Subscription to the Platform
The Client subscribes to a personal subscription with Lidarvisor in order to use the platform for its internal needs as specified in the Contract. This right to use is granted on a non-exclusive, non-transferable, and non-assignable basis, for France, and for the duration of the Contract.
This same right to use is granted to each Authorized User within the scope of their professional use of their Messaging Account and/or Shared Messaging Account.
As part of its right to use the platform, the Client commits without reservation not to:
(i) make a copy of the platform or any part of the platform in any way;
(ii) analyze or have a third party analyze, in the sense of observing, studying, and testing, the operation of the platform to determine the ideas and principles on which the program elements are based when the platform is used, perform loading, displaying, executing, transmitting, or storing operations;
(iii) decompiling, disassembling the platform, reverse engineering, creating derivative works from the platform, or attempting to discover or reconstruct the source code, underlying ideas, algorithms, file formats, or platform programming interfaces or interoperability interfaces, except to the extent permitted by the right granted by Article L. 122-6-1 of the Intellectual Property Code, in any manner. In case the Client wishes to obtain information to implement platform interoperability with another software, the Client undertakes to request this information from Lidarvisor, which may provide the necessary information to the Client, subject to payment of associated costs;
(iv) modify, improve, translate the platform, including bug fixes and error corrections, with Lidarvisor exclusively reserving this right in accordance with Article L. 122-6-1 I 2° of the Intellectual Property Code;
(v) provide services to third parties, whether free or paid, that are based on the platform. In particular, the Client refrains from integrating, processing, and/or using third-party data, and/or granting access, in whole or in part, to the platform, including in the form of a service bureau, ASP, PaaS, or SaaS;
(vi) transfer, rent, sublicense, assign, pledge, or transfer ownership of all or part of the platform in any way.
The platform may integrate third-party software that will be used by the Client only in relation to the platform and will not be used in any other way without the prior written consent of Lidarvisor.
5.3 Authorized Users – Access to the Platform
Access to the platform is limited to Authorized Users only.
The Client commits to ensuring that Authorized Users are competent individuals experienced in using computer tools.
The Client is solely responsible for the security of logins and passwords. The Client undertakes to promptly inform Lidarvisor of any unauthorized access, whether actual or suspected, to a login, a password, and/or the platform.
Any action taken via a login belonging to the Client or any of the Authorized Users will be considered as having been carried out by the Client unless the Client has previously reported the concerned login as lost or stolen, thereby allowing a reasonable time for Lidarvisor to deactivate said login.
In this context, the Client guarantees compliance with the terms of the Contract by each of the Authorized Users. In any case, the Client acknowledges and accepts that Lidarvisor does not intervene in any way in the relationship between the Client and the Authorized Users (who remain the agents of the Client), especially regarding the terms of access to the professional messaging by the Authorized Users (e.g., connection terminals, usage hours, information provided, accessible data).
5.4 Training – Support
Throughout the duration of the Contract, Lidarvisor will provide a support service covering the functional use of the platform; and (ii) assistance in the operation of the platform.
To access the support service, it is necessary to consult the “tooltips” explaining the platform’s functionalities made available to the Client or to contact the support email address: contact@lidarvisor.com.
5.5 Platform Hosting
The platform is hosted in France.
Article 6: Description of the Platform
6.1 Features
The platform is an online application that allows hosting, viewing, and sharing of point clouds in LAS format.<br />The features include:
– Creating an account (email/password) to log in to the platform.
– Creating a project by importing a point cloud in LAS format and specifying the project’s coordinate system.
– Viewing a point cloud in different display modes (RGB, intensity, class, height).<br />- Filtering point cloud classes.
– Importing and viewing a 3D digital model and overlaying it on the point cloud.
– Sharing project data (point cloud, digital models) via a dedicated and secure URL with a unique token.
Article 7: Financial Terms
7.1 Amounts Payable by the Client
The Setup Fees and the Fee that the Client commits to pay to Lidarvisor are defined in the Purchase Order.
Additional services and/or interventions carried out by Lidarvisor under the conditions defined in the Contract will be invoiced by Lidarvisor at the prevailing hourly rate at the time of the performance of the relevant service or intervention.
The sums due to Lidarvisor and referred to in this Article 7 are exclusive of taxes and do not include any expenses (including travel expenses), unless expressly agreed upon between the Parties.
The Client will return Lidarvisor for expenses incurred, provided that (i) these expenses are of a reasonable amount, (ii) Lidarvisor provides corresponding justifications, and (iii) these expenses are incurred by Lidarvisor to enable it to fulfill its obligations under the Contract.
7.2 Payment Term
The billing frequency and payment deadlines are specified in the corresponding Purchase Order(s).
In the event of non-payment of any amount within the contractual deadlines:
(i) any unpaid amount will automatically accrue interest day by day until the date of its full payment, in principal, interest, fees, and accessories, at a rate equal to three (3) times the prevailing legal interest rate, without any prior formality, and without prejudice to any damages that Lidarvisor reserves the right to seek judicially;
(ii) Lidarvisor reserves the right, at its sole discretion, with or without notice, to suspend the performance of all or part of the ongoing or future services until full payment of the amounts due;
(iii) all expenses incurred by Lidarvisor for the recovery of amounts due will be borne by the Client, including bailiff’s fees, legal costs, and attorney’s fees, with such costs in any case not being less than the flat-rate indemnity provided for in Article L. 441-6 I 12e of the Commercial Code, in the amount of forty (40) euros;
(iv) all amounts remaining due to Lidarvisor by the Client under the Contract become immediately due and payable.
The sums paid by the Client to Lidarvisor under the Contract remain the property of Lidarvisor and are not refundable, even in the event of termination of the Contract or any other contract between Lidarvisor and the Client.
7.3 Price Revision
At the end of each contractual period, the Fee may be adjusted according to the following formula:
P = P0 * (S / S0)
Where:
S = The latest SYNTEC index published on the revision date,
S0 = SYNTEC index twelve months before S,
P0 = Amount of the Fee for the previous contractual period,
P = Revised amount of the Fee.
Article 8: LIDARVISOR’S COMMITMENTS
a. Service Compliance
The services that the Client wishes to have performed will be provided by Lidarvisor in accordance with the terms of the Contract, based on the information provided by the Client, and in compliance with the objectives defined by the Parties as specified in the Contract. Unless expressly stated otherwise, Lidarvisor’s obligations under the Contract are obligations of means.
b. Deadlines
If applicable, Lidarvisor may provide delivery or completion dates for each stage of the services as well as a date for final delivery or completion. The deadlines provided by Lidarvisor are indicative and are subject in any case to the Client fulfilling its obligations, particularly in terms of providing relevant information.
c. Personnel
Lidarvisor undertakes that all its personnel will use their expertise and knowledge to ensure the proper execution of the services. In case of difficulties in providing the services, Lidarvisor commits to promptly inform the Client.
For the execution of their mission, Lidarvisor’s personnel may be required to work in the Client’s premises, at their homes, in Lidarvisor’s premises, or in the premises of any third party.
d. Technical and Human Resource
Lidarvisor reserves the right to modify the characteristics of its technical infrastructure, the choice of its technical suppliers, and the composition of its teams at any time.
e. Tax and Social Obligations
Lidarvisor declares, as necessary, to be registered with the Trade and Companies Register, with URSSAF (French social security contribution collection agency), and/or with any other administrations or organizations (including social security administrations) required for the execution of the Contract. The registrations made in accordance with this article, as well as the registrations made prior to the conclusion of the Contract, must expressly cover all activities of the Client for the execution of the services under the Contract. In accordance with the provisions of Articles L 8221-1 and following and D 8222-5 of the Labor Code, Lidarvisor undertakes to provide the Client with any supporting documents related to its registration, payment of social and tax contributions, and the employment of its employees.
f. Updates
Throughout the duration of the Contract, the Client will benefit from platform updates developed and distributed by Lidarvisor, excluding any new version (i.e., major evolution) of the platform.
The Client accepts, consequently, that Lidarvisor may, without notice and at any time, modify one or more features of the platform.
Article 9: CLIENT’S COMMITMENTS
The Client undertakes to:
(i) participate in the training provided by Lidarvisor regarding the use of the platform;
(ii) cooperate in good faith to facilitate Lidarvisor’s interventions, including by providing all relevant information or requested information within a reasonable timeframe to enable Lidarvisor to fulfill its obligations;
(iii) assist Lidarvisor in providing the services, through its qualified and competent personnel;
(iv) have an up-to-date web browser and a high-speed internet connection, the costs of which are at the Client’s expense;
(v) respect the privacy and confidentiality of private correspondences of Authorized Users.
Lidarvisor cannot be held responsible for any failure to comply with applicable law by the Client or Authorized Users.
Article 10: INTELLECTUAL PROPERTY
The Client acknowledges that the platform, including all fixes, workarounds, updates, upgrades, enhancements, and modifications made available to the Client, as well as all trade secrets, copyrights, patents, trademarks, trade names, and other intellectual property rights therein, remain at all times the sole and exclusive property of Lidarvisor, and none of the provisions of the Contract shall be construed as any transfer of any of these rights to the Client.
Any ideas, know-how, or techniques that may have been developed by Lidarvisor are the exclusive property of Lidarvisor. Lidarvisor may, at its sole discretion, develop, use, market, and license any similar or related elements to the developments made by Lidarvisor for the Client. Lidarvisor has no obligation to disclose any ideas, know-how, or techniques that may have been developed by Lidarvisor and that Lidarvisor considers confidential and its own property.
Article 11: WARRANTY
Lidarvisor provides no warranties that are not expressly stated in the Contract.
Lidarvisor represents that it holds all intellectual property rights related to the platform and that the platform does not constitute infringement of any copyright in a pre-existing work.
Accordingly, Lidarvisor warrants the Client against any action, claim, demand, or opposition by any person asserting intellectual property rights or an act of unfair competition and/or parasitism in France, provided that Lidarvisor is notified by the Client of such action as soon as it becomes aware of it.
Lidarvisor shall be solely authorized to control any defense and/or settlement in connection with such action. In this regard, Lidarvisor agrees to participate in all proceedings and/or actions brought against the Client on the basis of a violation of intellectual property rights by the platform and/or an act of unfair competition and/or parasitism committed by Lidarvisor in connection with the platform. The Client agrees to provide Lidarvisor with any reasonable information or assistance in connection with this defense.
In the event that, following such action or proceeding, the platform is considered, by an unappealable court decision, to be in violation of a third party’s intellectual property rights or to involve an act of unfair competition and/or parasitism, Lidarvisor agrees, at its own expense and discretion, to:
(i) obtain for the Client the right to continue using the platform; or
(ii) replace the platform with equivalent and non-infringing software; or
(iii) modify all or part of the infringing platform so that it is no longer infringing; or
(iv) terminate the Contract.
However, Lidarvisor shall not be required to indemnify the Client if the action, claim, demand, or opposition is due to:
(i) non-compliant use, modification, or adaptation of the Lidarvisor platform by the Client;
(ii) the Client’s failure to implement a patch, update, new version, and/or any other form of correction or improvement of the platform;
(iii) the Client’s use of the platform in combination with products, hardware, or software that are not owned by Lidarvisor or that were not developed by Lidarvisor;
(iv) the use, marketing, or provision of the platform for the benefit of a third party;
(v) information, instructions, specifications, or materials provided by the Client or a third party.
Article 12: LIABILITY
It is expressly agreed between the Parties that the provisions of this Article 12 have been negotiated between the Parties as part of an overall negotiation, so that each of the Parties considers them justified and proportionate in relation to its other commitments under the Contract.
Lidarvisor shall only be liable for direct and foreseeable damages within the meaning of articles 1231-3 and 1231-4 of the Civil Code resulting from a breach by Lidarvisor of its obligations under the Contract.
It is expressly agreed between the Parties that Lidarvisor shall not be liable for any loss of profit, loss of turnover or profit, loss of customers, loss of opportunity, loss of image or reputation, costs incurred in obtaining a substitute product, software, service, or technology, or any technical difficulty in transmitting a message over the internet.
Lidarvisor’s liability shall not be sought in the event of harm resulting from the destruction of files or data arising from the Client’s use of one or more elements provided as part of the services.
Lidarvisor’s total cumulative liability, for all damages and for any reason whatsoever, shall not exceed the sums actually received by Lidarvisor under the Contract for the twelve (12) months preceding the occurrence of the last damaging event.
In any event, the Client may only invoke Lidarvisor’s liability for a breach under the Contract for a period of twelve (12) months from the occurrence of the breach in question, which the Client expressly acknowledges and accepts.
Lidarvisor shall in no event be liable for damages resulting from the Client’s failure to comply with its obligations.
Article 13: TERMINATION
Each Party may terminate the Contract automatically, without prejudice to any damages it reserves the right to seek judicially, in the event of a material breach by the other Party of any of its essential obligations under the Contract, including but not limited to, non-payment of the fees due by the Client to Lidarvisor, if such breach has not been remedied by the defaulting Party within thirty (30) business days from the notification of such breach by the other Party by registered letter with acknowledgment of receipt.
In the event of termination of the Contract for any reason whatsoever, the Client must immediately cease using any elements provided as part of the services.
In the event of termination for any reason whatsoever, all services performed and not yet invoiced shall be due to Lidarvisor.
Notwithstanding the expiration or termination of the Contract, it is expressly agreed between the Parties that Articles 5, 11, 12, 13, 15, 16, and 18 shall remain fully applicable between the Parties.
Article 14: REVERSIBILITY
Within forty-five (45) days from the expiration or termination of the Contract, Lidarvisor undertakes to provide the Client, or any other third-party provider of its choice, with a copy of all Client Data available on the platform.
These data will be made available to the Client for download and/or handed over on physical media, at Lidarvisor’s discretion.
Lidarvisor undertakes to provide a complete export of Client Data on the platform in a format compliant with industry standards. This export of Client Data will include the basic data as provided by the Client at the conclusion of the Contract, as well as any processing and enhancements made to this data by Lidarvisor during the execution of the Contract.
Any provision of a complete export of Client Data, beyond a single export after the expiration or termination of the Contract, will be invoiced to the Client in accordance with the quotation previously established by Lidarvisor.
At the end of the reversibility period, Lidarvisor will proceed with the complete deletion of Client Data, except for anonymous statistical data collected by Lidarvisor in the course of providing services to the Client.
Article 15: CONFIDENTIALITY
a. Notion of Confidential Information
The following do not constitute Confidential Information:
(i) information that is currently accessible or becomes accessible to the public without a breach of the terms of the Contract by either Party;
(ii) information legally held by a Party before it was disclosed by the other Party;
(iii) information that does not result directly or indirectly from the use of all or part of the Confidential Information;
(iv) information validly obtained from a third party authorized to transfer or disclose such information.
b. Confidentiality Commitment
The Client undertakes, on its own behalf and on behalf of its employees, agents, subcontractors, and partners, during the term of the Contract and for a period of five (5) years after its termination, to:
(i) not use Confidential Information for purposes other than the execution of its obligations under the Contract;
(ii) take precautions to protect its own highly valuable confidential information, with the understanding that these precautions shall not be less than those of a diligent professional;
(iii) not disclose Confidential Information to anyone, by any means, except to its employees, agents, service providers, or subcontractors to whom such information is necessary for the performance of their respective obligations.
Upon the termination of the Contract, whether due to its expiration or its termination, the Client shall promptly return to Lidarvisor all Confidential Information, regardless of its format, obtained under the Contract. The Client shall refrain from retaining copies of any Confidential Information in any form, except with the prior express written consent of Lidarvisor.
Article 16: MISCELLANEOUS
a. Contractual Documents
The contractual documents, in descending order of priority, are as follows:
(i) the body of the Contract;
(ii) the Purchase Order(s).
In the event of any inconsistency between different documents, the provisions of the higher-ranked document shall prevail.
b. Communication – Publicity
The Client agrees to participate in co-marketing activities. This acceptance includes, without limitation, participation in the following actions: press releases, trade shows, conferences, customer testimonials, as well as the possibility that the Contract may be used as an example of a mutually beneficial collaboration. In this regard, the Client authorizes Lidarvisor to use its logo.
c. Assignment/Transfer of the Contract
Lidarvisor shall have the right to transfer all or part of the rights and obligations arising from the Contract to any subsidiary to be established, as well as as a result, notably, of merger, demerger, partial contribution of assets, or total or partial sale of its business.
It is expressly agreed between the Parties that any change in Lidarvisor’s capital structure, including a change of control, shall have no effect on the performance of the Contract.
The Client is not authorized to transfer all or part of its obligations under the Contract in any way without the prior, written, and express consent of Lidarvisor.
d. Notification – Computation of Deadlines
Any notification required or necessary under the provisions of the Contract must be made in writing and shall be deemed validly given if delivered in person or sent by registered letter with acknowledgment of receipt to the address of the other Party indicated on the Purchase Order or to any other address notified to the other Party in the manner provided for in this Article 16.4.
Unless otherwise provided in an article of the Contract, deadlines are calculated on a calendar day basis. Any deadline calculated from a notification shall run from the first attempt to deliver to the addressee, with the date stamp of the Post Office being determinative.
e. Force Majeure
Neither Party shall be liable for the delayed, restricted, or impossible performance of its obligations due to the occurrence of a Force Majeure event. It is expressly agreed between the Parties that the provisions of this Article 16.5 do not apply to payment obligations.
f. Suppliers – Service Providers – Subcontractors
Throughout the term of the Contract, Lidarvisor shall be free to use any supplier, service provider, and/or subcontractor of its choice.
The Client authorizes Lidarvisor to partially or entirely subcontract the services entrusted to it. The subcontractor may process Customer Data under the conditions of Article 11.1.
In this context, Lidarvisor shall remain responsible for the provision of the services as set out in the Contract.
g. Evidence Convention
Computer records will be kept in Lidarvisor’s computer systems under reasonable security conditions and will be considered as evidence of the exchanges and/or actions carried out by Authorized Users on the platform, which the Client accepts.
h. Modification of the Contract
The Contract may only be amended by mutual agreement between the Parties, by means of a written amendment signed by an authorized representative of each of the Parties.
i. Waiver
The fact that either Party does not exercise any of its rights under these terms and conditions shall not constitute a waiver on its part of its exercise, and such waiver may only result from an express statement by the Party concerned.
j. Validity
In the event that one or more provisions of the Contract are deemed invalid by a competent court, the other clauses shall retain their scope and effect.
The provision deemed invalid shall be replaced by a provision whose meaning and scope shall be as close as possible to the invalidated provision, while remaining in compliance with applicable law and the common intention of the Parties.
k.Entire Agreement
The Contract constitutes the entire agreement between the Parties, to the exclusion of any other document, including those that may be issued by the Client before or after the signing of the Contract.
Article 17: APPLICABLE LAW – JURISDICTION
The Contract is governed by French law.
THE PARTIES EXPRESSLY AGREE TO SUBMIT ANY DISPUTE RELATING TO THE CONTRACT (INCLUDING ANY DISPUTE CONCERNING ITS NEGOTIATION, CONCLUSION, PERFORMANCE, TERMINATION, AND/OR CESSATION) AND/OR TO THE COMMERCIAL RELATIONS BETWEEN THE PARTIES, AS WELL AS TO THEIR POSSIBLE TERMINATION, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF DIJON, NOTWITHSTANDING THE PLURALITY OF DEFENDANTS OR THIRD-PARTY PROCEEDINGS, INCLUDING FOR APPLICATION OR INTERIM PROCEEDINGS.