Terms and conditions

Preamble

This document brings together two distinct sets of terms:

the terms of use of the www.navops.fr website, which apply as soon as you browse it;
the terms of sale of the NavOps application, which apply when you subscribe.

The website is an information medium. No subscription, payment or account creation takes place on this website: those operations happen in the application, on a separate domain. The publisher of the website and of the application is Lumicraft Foundry Limited, hereinafter “the publisher”, whose details appear in the legal notice. This English version is provided for convenience; the French version prevails.

Terms of use of the website

1. Purpose

These terms of use define the conditions of access to and use of the www.navops.fr website, whose purpose is to present the NavOps solution.

2. Access to the website

Access to the website is free of charge. It requires neither an account nor registration. The publisher endeavours to keep it available without being bound to, and may interrupt access for maintenance without notice.

3. Website content

The information published, including functional descriptions and pricing elements, is provided for guidance and does not constitute a contractual offer. The amounts shown on the Pricing page are those in force on their publication date; only those included in the subscription flow or in a contractual document accepted by the parties bind the publisher.

4. Intellectual property

The website’s content is protected. The conditions of use are set out in the legal notice.

5. Personal data

The website collects no personal data and sets no cookies. See the privacy policy.

6. Changes to the terms of use

The publisher may amend these terms of use. The applicable version is the one published on the website at the time of browsing.

Terms of sale of the application

7. Scope

These terms of sale govern the provision of the NavOps application by the publisher to any customer acting in a professional capacity, hereinafter “the customer”. They are accepted at subscription, online in the application or by signing an order form. They prevail over any document issued by the customer, in particular its general purchasing conditions, unless otherwise agreed in writing. Special conditions agreed in an order form prevail over these terms in the event of contradiction.

8. Description of the service

NavOps is steering software for the IT department: budget, supplier contracts, projects, application portfolio and suppliers, consolidated at group level and detailed per entity. It is provided in one of the following two deployment modes, at the customer’s choice:

Sovereign cloud: a service hosted and operated by the publisher on infrastructure located in France, accessible over the internet.
On-Premise: a licence to use a standalone executable, installed and operated by the customer on its own infrastructure, with no data reported back to the publisher.

The functional scope subscribed is defined by the offer chosen: number of entities steered and modules activated. It is recorded in the subscription summary or the order form. The number of users is not limited within the subscribed scope. Both deployment modes give access to the same features and follow the same roadmap; functional and corrective updates are included in the price.

The On-Premise mode is offered from the Group offer upwards. Its initial installation is carried out by the publisher, with the customer’s teams, under the “Assisted On-Premise installation” option, which is required and billed once. The publisher publishes the supported configurations; installation on an unsupported configuration is the customer’s sole responsibility.

9. Subscription, term and renewal

Subscription takes place online in the application, or by order form for the Extended offer and options. The customer warrants that the person subscribing is authorised to bind it.

The contract is concluded for an initial term of twelve months from the date the service is made available. It then renews for successive periods of twelve months, unless terminated by either party no later than one month before the renewal date, by email to the other party’s contact address.

Because NavOps exists precisely so that no renewal date takes a CIO by surprise, the publisher sends the customer, at least sixty days before each renewal date, a reminder of the renewal date, the price applicable to the following period and the termination terms.

10. Prices and invoicing

Prices are expressed in euros, exclusive of tax. They depend on the offer subscribed, the number of entities steered and the options chosen; the subscription is identical for both deployment modes. On-Premise adds the assisted installation, billed once, and, at the customer’s option, the annual operations assistance. The current price list is published on the website’s Pricing page and repeated in the subscription flow.

Frequency: annual invoicing in advance. Monthly invoicing may be offered, at the rate shown in the price list.
Payment: within thirty days of the invoice date, by bank transfer or the means offered in the application. No discount is granted for early payment.
Changes of scope: adding entities or modules during a period is invoiced pro rata for the remainder of the period; reducing the scope takes effect at the next renewal date.
Revision: the price may be revised at each renewal, within the limit of the change in the Syntec index over the previous twelve months, and subject to the reminder provided for in Article 9. Any revision beyond that limit entitles the customer to terminate the contract at the renewal date, without penalty.
Late payment: in accordance with Articles L. 441-10 and D. 441-5 of the French Commercial Code, any sum unpaid at its due date bears interest at the rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points, without a reminder being necessary, and gives rise to a fixed recovery fee of forty euros. After a formal notice has remained without effect for fifteen days, the publisher may suspend access to the service until full payment.

11. Customer obligations

The customer undertakes to:

appoint the administrators authorised to manage access and keep the account lifecycle up to date (joiners, movers, leavers);
enable multi-factor authentication for all access and keep credentials confidential;
guarantee the lawfulness, accuracy and currency of the data it enters in the application, and hold the necessary rights over it;
use the application in accordance with its purpose, without attempting to circumvent its security measures or to access another customer’s data;
in On-Premise mode, provide hosting on a supported configuration, host system hardening, backups, monitoring and the application of versions; security patches are applied within six months of being made available.

12. Publisher obligations

The publisher undertakes to:

provide the service in accordance with the subscribed scope and these terms;
keep the application in operational condition and publish security patches for both deployment modes;
in sovereign cloud mode, host the data in France, perform daily backups kept in the same geographical area, and apply updates;
not access the customer’s steering data except where strictly necessary for support, at the customer’s request, or where required by law;
inform the customer, without undue delay, of any security incident affecting its data;
provide the application support described in Article 13.

13. Service level and support

Availability (sovereign cloud mode). The publisher targets a monthly service availability of 99.5 %, excluding planned maintenance notified at least forty-eight hours in advance and carried out, save in emergencies, outside business hours, and excluding force majeure or acts of the customer. If the availability recorded falls below that level for two consecutive months, the customer may request a credit equal to 10 % of the monthly service price for each of those months. That credit is the sole remedy due in respect of availability.

Support (both modes). Application support is provided by email on business days, from 9 am to 6 pm, Paris time. Every request is taken up within one business day; a blocking incident, preventing all of the customer’s users from using the application, is taken up within four business hours. Support covers the use of the application; it does not cover the entry of the customer’s data nor, in On-Premise mode, the operation of its infrastructure.

On-Premise mode. As operation is the customer’s responsibility, no availability commitment is made. The publisher releases a version every quarter and the necessary security patches, supports the current and the previous version, and provides application support under the same conditions as for the cloud mode, working from the diagnostic bundle the customer exports from the application, which contains no steering data, and, where needed, in a screen-sharing session. The publisher takes no remote access to the customer’s infrastructure. The “On-Premise operations assistance” option adds assistance with every release, a priority support channel and an annual review of configuration and backups.

14. Ownership of data and reversibility

The customer remains the sole owner of the data it enters in the application and of the results it derives from it. It may export that data at any time, in an open, documented format, free of charge and without the publisher’s involvement.

At the end of the contract, for whatever reason, the data remains exportable for ninety days. It is then deleted, backups included, within the following thirty days; a deletion certificate is provided on request. In On-Premise mode, the customer keeps its data on its own infrastructure and ceases to use the application.

15. Confidentiality

Each party undertakes to keep confidential the other party’s information of which it becomes aware in connection with the contract — steering data, commercial terms, technical and security details — and to use it only for the purposes of the contract, for its duration and for three years after its end. Information that is public, or whose disclosure is required by law or a competent authority, is not covered.

16. Intellectual property and licence

The application, its code, documentation, data model and developments remain the exclusive property of the publisher. The contract transfers no intellectual property right.

In sovereign cloud mode, the customer is granted a right to access and use the application for its internal needs, within the subscribed scope and for the duration of the contract. In On-Premise mode, the publisher grants the customer a non-exclusive, non-transferable licence to use the executable for its internal needs, within the subscribed scope, for the duration of the contract and for the agreed number of installations.

The customer shall not reproduce, modify, decompile or reverse-engineer the application, except as permitted by law, nor make it available to third parties beyond what the contract provides. Improvement suggestions sent to the publisher may be freely implemented by it, without consideration.

17. Liability

The publisher is bound by a best-efforts obligation. It cannot be held liable for decisions taken by the customer on the basis of the data entered in the application, for the accuracy of that data, or for use inconsistent with the application’s purpose.

The publisher’s liability, on all grounds combined, is limited to direct damages and capped at the amount, exclusive of tax, actually paid by the customer under the contract during the twelve months preceding the event giving rise to the claim. Indirect damages are excluded, in particular loss of revenue, margin, customers, reputation or of data the customer failed to back up where that was its responsibility.

In On-Premise mode, the publisher is not liable for the consequences of the operation of the customer’s infrastructure, for the failure to apply patches made available, or for the loss of data hosted by the customer.

These limitations do not apply in the event of gross negligence or wilful misconduct, or where the law sets them aside.

18. Processing of personal data

For steering data containing personal data, the customer is the controller and the publisher the processor within the meaning of Article 28 of the GDPR. In that capacity, the publisher:

processes such data only on the customer’s documented instructions, the contract and the normal use of the application constituting instructions;
ensures that persons authorised to access it are bound by confidentiality;
implements the security measures described on the Security page and in the privacy policy;
engages another processor only after informing the customer, who may object on legitimate grounds within thirty days; the list of processors is kept available to the customer;
makes no transfer of data outside the European Union;
assists the customer in responding to requests to exercise rights and in conducting impact assessments concerning it;
notifies the customer of any personal data breach without undue delay after becoming aware of it;
deletes or returns the data at the end of the contract, under the conditions of Article 14;
makes available the information needed to demonstrate compliance with these obligations and allows an audit, at most once a year, on thirty days’ notice, at the customer’s expense.

In On-Premise mode, the publisher does not access steering data and does not act as processor for it.

19. Termination

Either party may terminate the contract at its renewal date under the conditions of Article 9.

In the event of a serious breach by either party of its obligations, not remedied within thirty days of written formal notice, the other party may terminate the contract as of right, without prejudice to any damages it may claim.

Termination ends access to the service and triggers Article 14. Sums paid for the current period remain due to the publisher, except where termination is attributable to the publisher, in which case the unused part of the period is refunded.

20. Commercial references

The publisher cites the customer as a reference, by name or logo, only with its prior written consent, which may be withdrawn at any time.

21. Force majeure

Neither party may be held liable for a failure caused by a force majeure event within the meaning of Article 1218 of the French Civil Code. If the event lasts more than sixty days, either party may terminate the contract without compensation.

22. Changes to the terms of sale

The publisher may amend these terms of sale. Changes are notified to the customer at least thirty days before they take effect and apply to the following renewal period. If a substantial change is unfavourable to the customer, it may terminate the contract at the current renewal date, without penalty.

23. Dispute resolution

In the event of a dispute, the parties shall seek an amicable solution for thirty days from written notice by either of them.