General Terms and Conditions of Sale

1. Seller identity

2. Purpose

These General Terms and Conditions of Sale define the conditions under which HEELONYS provides professional customers with:

• usage rights, licenses, or subscriptions related to HeelonVault according to the selected offer;
• scoping, demonstration, needs audit, integration, deployment, and hardening services around HeelonVault;
• support, maintenance, training, and operations assistance services;
• more broadly, consulting, software engineering, and security or governance expertise related to the project.

Specific conditions in a quote, commercial proposal, purchase order, framework agreement, SOW, or amendment prevail over these GTC in case of contradiction.

3. Scope

The GTC apply to any order placed with HEELONYS, unless specific contractual provisions are signed by both parties.

The customer acknowledges having read and accepted these GTC without reservation before placing any order.

Definitions

• Customer: any legal entity or individual acting professionally
• Services: services provided by HEELONYS around HeelonVault or related scope
• Specific conditions: quote, purchase order, framework agreement, SOW, amendment, etc.
• Deliverables: items delivered to the customer (documents, code, reports, software, configurations, etc.)

4. Order and contract formation

The standard sales flow is as follows: contact via website form or email, needs qualification, scoping exchange or demo, then issuance of a quote, commercial proposal, or contract.

No order is placed online from this website. The order becomes binding only after:

• acceptance of the quote, purchase order, or contract by the customer, by signature or written validation;
• receipt of any deposit provided in the specific conditions.

Any requirement not included in the initial quote, scope change, additional workload, new technical dependency, or out-of-scope request will be subject to an amendment or additional quote.

5. Prices

Prices are expressed in euros excluding tax, unless stated otherwise. Applicable VAT is added at the current rate.

Offers may include:

• Community offer: software access under the applicable open-source license, community support, and manual user updates.
• Installation Pack (Pro): fixed-price or subscription rate depending on selected deployment and hardening level, with email support within 48 business hours.
• Serenity offer: quote-based pricing according to architecture, maintenance, and governance level, with premium support and SLA < 4h under specific conditions.

6. Payment terms

Unless otherwise specified, invoices are payable within 30 days from invoice date by bank transfer.

In case of late payment, penalties are automatically due, based on the ECB refinancing rate plus 10 points, and a fixed EUR 40 recovery fee under article L441-10 of the French Commercial Code.

7. Service execution

HEELONYS performs services diligently and according to professional standards, under a best-efforts obligation unless expressly stated otherwise in specific conditions.

The customer agrees to provide, within project-compatible timelines, the information, access, environments, contacts, validations, and decisions required for proper execution.

8. Acceptance

When services include deliverables, go-live, or formal acceptance, applicable conditions are those stated in specific conditions.

Failing this, the customer has 10 business days from delivery to issue written, reasoned reservations. After this period, concerned deliverables or milestones are deemed accepted.

9. Intellectual property

9.1. Pre-existing elements

Each party retains ownership of its pre-existing elements. The customer must not use HEELONYS elements outside the contractual scope or applicable licenses.

9.2. Deliverables

The assignment or licensing regime for deliverables, documentation, configurations, and components developed for the customer is defined in specific conditions. By default, HEELONYS grants a non-exclusive, non-transferable right of use limited to the customer's internal needs.

9.3. Open source

HeelonVault may be distributed, depending on the selected offer, under open-source license or specific commercial terms. Integrated open-source components remain governed by their own licenses.

10. Confidentiality

The parties agree to keep confidential information exchanged during the commercial relationship confidential and to disclose it only to persons with a need to know.

This obligation remains in effect for 5 years after the end of contractual relations, unless a longer legal or contractual obligation applies.

11. Personal data (GDPR)

When services involve personal data processing, parties agree to comply with applicable regulations. Controller/processor roles and expected security measures are specified in specific conditions or in a data processing agreement.

For more information about processing related to the website and contact form, see our Privacy Policy.

12. Liability

Within limits permitted by law, total liability of HEELONYS is limited to the total amount excluding tax paid by the customer for services directly causing the damage during the last 12 months.

HEELONYS cannot be held liable for indirect damages, including loss of business, profit, image, opportunity, or data, except for mandatory legal provisions, gross negligence, or fraud.

13. Termination

In case of serious breach by one party, the other party may terminate the contract after formal notice remaining without effect for 15 days, except in urgent situations justifying immediate suspension of all or part of the services.

Services performed up to effective termination date, as well as costs incurred or irrevocable commitments made for project needs, remain due.

14. Force majeure

Neither party shall be liable for delay or non-performance resulting from force majeure under article 1218 of the French Civil Code.

15. Applicable law and dispute resolution

These GTC are governed by French law.

The parties will seek amicable settlement of any dispute. Failing agreement, exclusive jurisdiction is granted to competent courts in the jurisdiction of HEELONYS registered office, including in case of multiple defendants or third-party proceedings.

16. Changes to GTC

HEELONYS reserves the right to modify these GTC. The applicable version is the one in force at the date of order.