SSW Terms and Conditions

Thank you for choosing SSW. Please print, complete and sign our general conditions, then send them to us by email.

Taux Standards (€ HT)

Resources	Standard Rates		Prepaid Rates
	Hourly	Daily	Hourly	Daily
Chief Architect	130.00 €	975.00 €	120.00 €	900.00 €
Solution Architect	120.00 €	900.00 €	110.00 €	825.00 €
Senior Software Engineer	110.00 €	825.00 €	100.00 €	750.00 €
Software Engineer	100.00 €	750.00 €	90.00 €	675.00 €
Software Developer	90.00 €	675.00 €	80.00 €	600.00 €
Associate Software Developer	80.00 €	600.00 €	70.00 €	525.00 €
Low-Code/Power Platform Architect	100.00 €	750.00 €	90.00 €	675.00 €
Low-Code/Power Platform Senior Developer	90.00 €	675.00 €	80.00 €	600.00 €
Senior System Administrator	110.00 €	825.00 €	100.00 €	750.00 €
System Administrator	100.00 €	750.00 €	90.00 €	675.00 €
Senior UI/UX Designer	100.00 €	750.00 €	90.00 €	675.00 €

1. General

1.1 These general terms and conditions (hereinafter referred to as “GTC”) apply to all sales of products, equipment and services marketed by SSW EU. Consequently, the placing of an order implies full acceptance of the GTC, regardless of the clauses appearing on the documents emanating from the Customer. Any deviation provided for in the order can only be considered accepted if it has been the subject of a written agreement of SSW EU.

1.2 SSW EU may transfer to a third party the rights and obligations arising from any contract subject to these GTC.

1.3 The information contained in catalogues, notices and scales is given for information purposes only, as SSW EU may change them at any time and without notice due to technical developments or economic conditions.

2. Commands

2.1 Requests for work (hereinafter the “Orders”) may be addressed to SSW EU in writing by post or e-mail, or verbally. Any Order placed with SSW EU is deemed to be from a person with the power to bind the Customer. In the event that the Client uses the services of a third-party project manager, the latter is deemed to act in the name and on behalf of the Client and validly bind the latter.

2.2 Any order with SSW EU is subject to an acknowledgment of receipt of order established by SSW EU and sent to the customer by e-mail.

2.3 Any modification of an order requested by the Customer must be expressly accepted by SSW EU. The prices and deadlines provided for will be revised accordingly if necessary.

2.4 In the event of refusal by the Customer of the terms of payment provided for in the GTC or in the special conditions proposed by SSW EU, the latter may refuse the order placed, a fortiori deliver the equipment / service concerned, without the Customer being able to argue a justified refusal of sale, or claim any compensation.

2.5 In the event that the Customer places an order with SSW EU, without having paid the invoices already due, SSW EU may refuse the order, a fortiori deliver the equipment / service concerned, without the Customer being able to claim any compensation.

2.6 SSW EU shall be entitled to suspend the execution of an order in the event of force majeure, natural disaster or any fortuitous event not attributable to SSW EU.

2.7 SSW EU performs all development and testing in an environment with a default configuration.

2.8 SSW EU may freely subcontract all or part of the Orders to any subcontractor of its choice, in particular to Superior Software for Windows Pty Limited ACN 069 371 900 (a company incorporated in the Commonwealth of Australia) (“SSW Australia”)”.

3. Studies and specifications

Studies and documents of any kind, delivered or sent by SSW EU, remain its sole property. Documents, software, and information of any kind subject to intellectual property may not be communicated or used without the express permission of SSW EU. They must be returned to him on first request.

4. Rates

4.1 Hourly rate work

Unless otherwise specified in writing, the Client authorises SSW EU to carry out work at an hourly rate. SSW EU can provide an estimate of the time required to complete this work. These estimates are not binding and all hours worked will be charged at the rate set by SSW EU or otherwise agreed. SSW EU reserves the right not to provide estimates for work considered by SSW EU to be less than 24 (twenty-four) billing hours. The minimum time charged for on-site work is 4 (four) hours per resource (= an SSW EU provider). The minimum time charged for off-site work is 1 (one) hour per resource per request during business hours and/or 2 (two) hours per person per request outside business hours. SSW EU reserves the right to rotate resources on projects at least every 6 (six) months to promote knowledge transfer and avoid burnout. Any reservation of a full day cancelled less than 4 (four) working hours before the start of the service will incur a minimum fee of 8 (eight) hours per resource booked.

4.2 Prepaid work

SSW EU may offer a prepaid rate per 37.5 (thirty-seven and a half) hour period. Pre-paid rates become effective upon the day of payment. Rates revert to standard if pre-payment is not made prior to work commencing, or not so made for second or subsequent prepaid invoices in respect of work past the previously prepaid work. We recommend that you process payment within 24 hours of receiving a new invoice to ensure that the prepaid discount is maintained. Unused prepaid credit expires 12 months from the date of issue of the invoice. No refund will be made for unused prepaid credit.

4.3 Fixed-price work

SSW EU may, at its discretion, agree to perform certain services at a fixed price on terms to be agreed in writing between the parties, according to the following schedule:

• First deposit equal to fifty percent (50%) of the agreed price payable at the time of the Order
• Second has twenty-five percent (25%) of the agreed price payable upon sending the Customer the “Test Request” email of the software ordered.
• Balance of twenty-five percent (25%) of the agreed price payable on whichever of the following is sooner:
  • Releasing the software in production
  • or commencing work on any other release
  • or 30 (thirty) days after Customer receives the “Test Request” email for the software

Fixed-price projects will only be carried out in development and/or staging environments.

Excluded from any lump sum agreement are: on-site work (including on-site meetings), specification/scoping, production deployment, integration or configuration of third-party components, data migration, network infrastructure or hardware services, graphic design, including mockups, etc.

4.4 Expenses/Fees

At the request of the Client, or when the work so requires, SSW EU agents may visit places that it considers safe and within a reasonable time.

The costs of transport (without limitation), accommodation (minimum 150 euros HT / night / person) and meals (minimum of 60 euros HT / day / person) are fully invoiced to the Customer on presentation of supporting documents.

Travel time during working hours is billable in addition according to the hourly rate. Travel time is calculated as the time it takes to make a return journey between SSW EU officex and the destination.

SSW EU reserves the right at its discretion to refuse travel for any reason.

If flights or other expenses are purchased by SSW, a 20% admin fee will be charged.

4.5 Diverse

All prices are exclusive of taxes and must be increased by VAT at the rate in force.

Disputes relating to invoices are admissible only within 24 hours of receipt of the disputed invoices. After this period, invoices are considered accepted in full by the Customer. Any dispute must be notified by registered letter with acknowledgment of receipt.

Any amount not paid on the due date will give rise to the payment by the Customer of late payment penalties whose rate is set at three times the legal interest rate. These penalties are payable on the day following the payment date on the invoice. These penalties are automatically payable without the need for prior formal notice. In addition, in accordance with Article L. D 441-5 of the Commercial Code, a lump sum compensation for recovery costs of € 40 net will be due automatically in the event of late payment of any invoice.

When the recovery of the debt must be entrusted to a bailiff or an authorized litigation department or in the event of legal proceedings, the customer will be liable for a lump sum compensation equal to 15 % of all sums due (with a minimum of 1,000 euros) as damages, in addition to court costs.

SSW EU may, at its sole discretion, accept a fixed price or hourly rates of an amount in foreign currency, but all invoices will be issued in euros according to the relevant exchange rate published on www.xe.com at the time of invoice generation. The Customer shall bear all costs or charges arising from or related to any foreign currency exchange or international transfer.

Only payments by bank transfer are accepted.

Unless otherwise stipulated, invoices are payable within 7 (seven) days of receipt.

5. Delivery/completion times

5.1 The delivery times appearing on the acknowledgment of receipt of the order are given as an indication. These deadlines are planned by mutual agreement, according to the constraints of the Customer and the lead times, on the date of the order. Any failure to pay the sums due suspends any delivery time. No delay in delivery or incomplete delivery can justify the cancellation of the order or constitute a reason for penalties or damages.

5.2 The costs of transporting the equipment to the place of installation will be borne by the Customer and will be invoiced to him.

5.3 Any product delivered will be accompanied by a delivery note. After verifying the conformity of the delivery with the order, the Customer will return to SSW EU the signed, dated and stamped delivery note.

6. Return

Complaints relating to delivered materials must be reported in writing no later than 7 (seven) days after the delivery date.

No return will be made without the express prior authorization of SSW EU, the return of the material will be at the expense and risk of the Customer.

7. Test

Customer is responsible for ensuring that the software has been tested Customer agrees that before a version is submitted to Customer, SSW EU may:

• Perform automated tests with SSW Link Auditor (for Web Apps)
• Perform automated tests via unit tests
• Perform an internal “Test Request” (aka “Alpha Testing”, e.g. only loading pages or forms, without checking business rules)

Once SSW EU has sent Customer a “Test Request” email, Customer agrees to promptly perform user acceptance testing by verifying functionality and sending feedback within five business days.

SSW EU is not obliged to start the development of a new future version if the current version is not previously approved by the Client.

8. Guarantee

8.1 No warranty applies to work performed on an hourly basis as detailed in article 4.1, including bug fixes. SSW EU and its suppliers disclaim all other warranties, express or implied, including, but not limited to, implied warranties or merchantability and fitness for a particular purpose, with respect to the software, accompanying written materials and accompanying materials.

8.2 A 7-day limited warranty begins upon delivery of any fixed-price component or non-production version. If the component or version goes into production before the expiration of a period of 7 days, the warranty ceases. A software problem in the component or fixed-price version is covered by the warranty when:

• The application crashes on code (excluding bugs resulting from third-party products, such as “blue screen” or crash in a third-party data grid that we cannot control); or
• The application displays data that is incompatible with the specified business rules; or
• The application lacks the functionality specified in the specification; or
• The design/layout of the page is substantially incompatible with the agreed layouts;

And developers can reproduce the above on the test server and the application is not yet “online” and the problem was reported in time.

8.3 The performance of work by SSW EU during a warranty period shall not be construed as an admission by SSW that the work is performed in accordance with a warranty.

8.4 In the case of flat-rate services, the Customer is solely responsible, including in the event of incomplete or unfinished services, as soon as the software is put into production. No warranty is due by SSW EU after production.

9. Support

Before any problem is reported, Customer agrees to run Windows Update.

SSW EU will carry out this task before any investigation into the problem reported if the Customer has not carried them out himself. If applicable, SSW EU will invoice the Customer either according to the standard rate or as part of the maintenance contract if one exists or on the basis of a specific quote.

SSW EU only supports web apps that can be accessed at the latest version (on the date of intervention) of Edge and/or Chrome. No other browsers are supported.

10. Maintenance

Maintenance operations and the management of variable plant parameters are not covered by SSW EU’s warranty obligations and will give rise to the establishment of a specific contract if necessary.

11. Limitations and Disclaimers

SSW EU can in no way be held responsible for:

• A breach by the Customer of its own contractual obligations;
• De any modification/intervention carried out on installations or equipment delivered which has not been validated by SSW EU and brought into conformity with the manufacturer’s recommendations;
• De the Client’s failure to carry out the recommended SSW EU repairs;
• Malfunctions related to operator access.

In no event shall SSW EU be liable for any incidental, consequential, incidental or consequential damages of any kind (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary losses) arising out of the use of or inability to use the products and services provided by SSW EU.

In cases where SSW EU may be held liable, it will in any event be capped, all heads of damage combined, at a sum equal to the total amount excluding taxes invoiced to the Customer for the disputed service.

12. Formation & Documentation

Training is billed per half-day or full-day session.

Any documentation not specifically requested by the Customer will not be provided.

All personalized documentation, including additions, deletions and modifications, can be found in the Customer Area.

Any specific request for documentation other than that initially agreed will be invoiced according to prior estimate.

13. Termination – End of Contract

13.1 Cancellation by SSW EU

In the event of non-compliance by the Client with any of its obligations as they result from the accepted offer, these general terms and conditions and/or any contract concluded between the parties, SSW EU reserves the right, at its free choice, either to suspend the performance of its own obligations or to terminate all or part of their contractual relationship. In the latter case, the remaining sums due to SSW EU will be due immediately.

SSW EU reserves the right to terminate at any time and without notice all or part of an Order at a fixed price. Where applicable, SSW EU will bill on a pro rata basis for any work performed.

SSW EU reserves the right to terminate any previously prepaid Block without notice. In this case, the Customer will be reimbursed for the hours not completed in proportion to the purchase value of the given Block.

SSW EU reserves the right to terminate any current service agreement, including but not limited to hosting and database updates, with thirty (30) days’ notice. In this case, all unperformed services paid for will be refunded prorated to the price charged based on the percentage of the specified project completed.

13.2 Cancellation by the Customer

Ifa service at the hourly rate is cancelled by the Client during performance, SSW EU will invoice all hours already performed.

Any reservation of a full day cancelled less than 4 working hours before the scheduled time of the intervention will be charged at the rate of 8 (eight) hours per resource reserved.

Any full-day booking involving travel and accommodation cancelled less than 4 8 hours before the intervention time will be charged 8 (eight) hours per resource booked.

If anhourly rate service is cancelled by the Client, any prepaid work even if not fully completed will not be refunded by SSW EU. The balance of the hours of the Block not yet consumed may be used later by the Customer.

If a fixed price task is cancelled by the Client, SSW EU will in any case retain the first deposit, i.e. 50% (fifty percent). Any overtime worked will be charged to the Customer in proportion to the price indicated, and according to the hours worked on the date of cancellation.

14. Transfer of ownership and risk

Pursuant to Law 80-335 of 12 May 1980, SSW EU remains the owner of the hardware, software and services sold as long as the Customer has not fully paid the price provided for in the accepted offer.

In the event of non-payment, SSW EU may demand at any time the return of such hardware, software and services, which the Customer acknowledges and accepts. It therefore undertakes to make them available to SSW EU on first request.

The transfer of risks (deterioration, loss, theft, etc.) of the equipment or installations delivered is however effective as soon as they are delivered/received.

15. Intellectual property

Copyright in the software developed by SSW EU pursuant to the Order placed by the Customer, other than in the Retained Software, shall be transferred to the Customer upon acceptance. “Retained Software” includes any generic software used or developed by SSW EU during the course of this Agreement, including SSW standard tools and templates. The copyright and all other intellectual property rights in the Retained Software belong to SSW EU. SSW EU grants a non-exclusive, transferable, perpetual French right and license to use, deploy and modify the software, including the Retained Software, within the Customer’s group of companies for Customer’s own internal purposes. SSW EU reserves the right to use in any manner it deems appropriate, including in the development of software for third parties, any tools, skills or programming techniques acquired by SSW EU in the context ofits contractual relationship with the Client.

16. Credits – References

16.1 In the event that SSW EU performs web development services, Customer acknowledges and will ensure that:

a) SSW EU is permanently credited on the Site (including, without limitation, any alteration, modification or subsequent use of the Site) acknowledging SSW EU as the developer of the Site; Unless otherwise agreed in writing, the credit will be “Developed by SSW EU” on a relevant location on each page of the Site with a permanent link to eu.ssw.com ;

b) SSW may claim credit in its own promotional materials for the development of the Site; and

c) The Customer will withdraw the credit within 24 hours of any written request from SSW EU to do so.

16.2 The Client authorises SSW EU to present as part of its commercial references the infrastructure carried out at the Client’s premises together with the Client’s names and logos and to publish a case study on the services performed on behalf of the Client =.

17. Solicitation

The Client, its associated entities, subcontractors, employees or entities with which it has requested SSW EU to deal, shall refrain, for the duration of the contractual relationship and for a minimum period of six (6) months following the end of their contractual relationship, from soliciting or soliciting any employee of SSW EU with a view to direct or indirect employment or with a view to dealing directly with it in any form whatsoever.

In the event of a breach of this commitment, the Client undertakes to pay SSW EU, as first damages, a sum equal to 125% (one hundred twenty-five per cent) of the gross annual remuneration, including employer contributions, of the employee concerned, within 14 (fourteen) days of the request to be submitted to it by SSW. Had. The Client acknowledges and accepts that this amount constitutes only initial damages and that the amount of SSW EU’s damage may be determined in consideration of additional factors.

18. Protection of personal data

In general, SSW EU undertakes to implement any organizational or technical means, in accordance with the state of the art, to maintain the integrity, security, confidentiality of the Client’s data and to comply with all the measures imposed by the regulations in force on the protection of personal data.

SSW EU undertakes, as such, to take security measures designed to:

• Not to use personal data for purposes other than the strict performance of its contractual obligations. Consequently, SSW EU is prohibited from exploiting, for its own account or that of a third party, directly or indirectly, this data.
• Not to assign or make available the data and files to third parties for any purpose whatsoever;
• Not to keep personal data beyond the time necessary to fulfil its contractual obligations;
• Implement the means to restore the availability of personal data and access to them within a reasonable time in the event of a physical or technical incident;
• Not to take any copy of any documents and information media containing personal data, except those necessary for the purposes of the performance of the Services and, if necessary, proceed or have proceeded with its subcontractors, at the end of the Contract, to the restitution or destruction of data, computerized or manual files containing the data collected as part of the performance of the Services.
• Ensure that persons authorised to process personal data under this Agreement undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality and receive the necessary training in the protection of personal data.

In accordance with the Data Protection Act, the Customer has a right to access, modify, rectify and delete data, and also the right to withdraw consent if necessary at any time, the right to request a limitation of processing, a right to be forgotten and digital erasure.

To exercise these rights, the Customer may contact directly in writing by attaching a copy of the identity card on both sides of the person concerned to the company SSW EU – 1 Place de la Porte Blanche – 67000 Strasbourg.

The contact details of the Data Protection Officer are: SSW EU – 1 Place de la Porte Blanche – 67000 Strasbourg – Email: contact@ssw-eu.com

The Customer may contact him with any questions concerning his personal data collected and processed by SSW EU.

19. Nullity and independence of clauses

The possible cancellation of one or more clauses of these GTC by a court decision or by mutual agreement between the parties shall not affect the other stipulations which will continue to produce their full and complete effect.

In the event that the execution of one or more of the clauses of the GTC is made impossible by its cancellation, the Parties will try to come together in order to establish a new clause whose spirit and letter will be as close as possible to the old clause, the other stipulations of the GTC remaining in force.

20. Business hours

Monday to Friday, 09:00 to 18:00 CET.

21. Notifications

Any communication and notification between the parties will be considered valid as soon as they have been made by e-mail or by simple or registered mail with acknowledgment of receipt to the address of the registered office of one or the other of the parties.

22. Attribution of jurisdiction – Applicable law

Any dispute that could not be settled amicably and that would arise on the occasion of the validity, interpretation, execution and resolution or termination of the contractual relations between the parties will be submitted to the Commercial Chamber of the Strasbourg Judicial Court.

The law applicable to the relationship between SSW EU and the Client is French law.

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I, the undersigned, confirm that I have read the general conditions of SSW EU SAS detailed above.