DEFINITIONS
“Customer” refers to any person who consults the Site and who is regularly registered. “Order” refers to the purchase by the Client of a service or product available on the Site and offered by Mecainfo, Parties” refers to both the Customer of the Website and Mecainfo. “Services” refers to the remote sale of subscriptions to solutions, applications, programmes and databases intended for professional garages and spare parts distributors, aimed at improving the commercial management of their activity, and the monitoring of vehicle servicing, maintenance, diagnosis and repair procedures. Mecainfo.com operated by the company Mecainfo. “Solution” refers to the application services delivered to the Customer, invoiced in the form of a subscription, and intended for professional use.
ARTICLE 1: SCOPE OF APPLICATION
The present General Terms and Conditions of Sale and Use constitute, in accordance with article L. 441-6 of the Commercial Code, the sole basis of the commercial relationship between the parties. These General Conditions apply between Mecainfo, a simplified joint stock company with a share capital of Dhs 100,000, hereinafter referred to as “the Company” or “Mecainfo” or “the Service Provider”, and any individual or professional legal entity placing an Order via the www.Mecainfo.com website, or directly with Mecainfo, hereinafter referred to as “the Customer”. The purpose of these General Terms and Conditions is to define the conditions under which Mecainfo provides the following non-exhaustive services to Customers who request them via the Service Provider’s website, by direct contact or via paper: *Subscription to the “Mecainfo” solution. This software is a maintenance and repair solution for garages and car professionals. It is specified that other products, services and benefits may be offered by the Service Provider to professionals in the automotive sector. In accordance with the regulations in force, these General Conditions are systematically communicated to any Customer (except wholesalers) who requests them, to enable him to place an order with the Provider. They are also communicated to any Customer prior to the conclusion of a single agreement as referred to in Article L 441-7 of the French Commercial Code, within the legal deadlines. Any order for Services implies the Customer’s acceptance of these General Terms and Conditions of Sale and Use of the Service Provider’s Website for electronic orders. The information contained in the Service Provider’s catalogues, brochures and price lists is provided for information only and may be revised at any time. The Service Provider is entitled to make any changes it deems necessary. The Customer expressly acknowledges that the General Terms and Conditions of Sale and Use applied by the Provider’s partners may change over time, and therefore lead the Provider to adapt and revise these terms and conditions at any time. These Terms and Conditions of Sale and Use are accessible at any time on the Website and shall prevail, if necessary, over any other version or any other contradictory document. In accordance with the regulations in force, the Service Provider reserves the right to depart from certain clauses of these General Terms and Conditions, depending on the negotiations carried out with the Customer, by establishing Special Terms and Conditions of Sale.
ARTICLE 2: REGISTRATION ON THE SITE – CREATION OF AN ONLINE ACCOUNT
It is the responsibility of the Customer, wishing to place an order on the Site, to complete, under his/her sole responsibility, the information to be provided in the registration form. Once the registration form has been completed by the Customer, an e-mail confirming this registration will be sent to the e-mail address provided by the Customer, so that the Customer can finalise his/her registration.
ARTICLE 3: ORDERING
3.1 Information provided by the Customer
The information provided by the Customer when placing an order is solely binding on the Customer. In the event of error or omission of certain information, in particular relating to the address of the recipient of the order, the Service Provider shall not be held responsible in the event that, for this reason, the delivery of the product(s) ordered could not be carried out within the time limits set.
3.2 Ordering process
The sale of Services shall be effective only after the Service Provider has issued a quotation and expressly accepted the Customer’s order in writing, evidenced by an acknowledgement of receipt from the Service Provider and acceptance of the quotation. The Service Provider has electronic ordering facilities (including acceptance and confirmation) (website references) allowing the Customer to order the Services in the most convenient and rapid way. For orders placed exclusively on the Internet, the registration of an order on the Provider’s website is carried out when the Customer accepts these General Terms and Conditions of Sale and Use by ticking the box provided for this purpose and validates his order. The Customer has the possibility to check the details of his order, its total price and to correct any errors before confirming his acceptance (article 1127-2 of the Civil Code). This validation implies acceptance of the entirety of these General Terms and Conditions of Sale and Use and constitutes proof of the sales contract. For all orders placed on the Internet, the acceptance of the order is confirmed by the sending of an e-mail. Unless proven otherwise, the data recorded in the Provider’s computer system constitutes proof of all transactions concluded with the Customer.
3.3 Modification and cancellation of the order
As this is an order for a service concluded between the Service Provider and a professional, for the needs of his activity, no right of withdrawal can be exercised by the Client. Any Client with whom there is an unresolved dispute, in particular relating to the non-payment of a previous order, may have the right to refuse or cancel the order. In the event of an ongoing dispute, the Service Provider may be required to examine with the Customer the conditions for processing a new order.
ARTICLE 4: PRICING
4.1 General terms and conditions
The Services are provided at the Provider’s rates in effect on the date the Order is placed, in accordance with the quotation previously drawn up by the Provider and accepted by the Client, as indicated in Article 3 above. All prices are net and exclusive of VAT. An invoice shall be issued by the Service Provider and given to the Client for each provision of Services. The conditions for determining the cost of services for which the price cannot be known a priori or indicated with accuracy, as well as the method of calculating the price to verify the latter, will be communicated to the Client or will be the subject of a detailed estimate, at the Client’s request, in accordance with the provisions of Article L 441-6 II of the Commercial Code. Prices are firm and non-revisable during their period of validity, as indicated on the Website, the Provider reserving the right, outside this period of validity, to modify the prices at any time. The payment requested from the Customer corresponds to the total amount of the purchase, including these fees. The price paid by the Customer to the Service Provider, in return for access to the Services provided by the Service Provider, as defined in Article 1 above, is broken down as follows: *the subscription fee, the amount of which is specified in the Special Conditions, payable once, when the Order is placed; *the service fee, the amount of which is specified in the Special Conditions. ¬The service fee is due for the initial term of the subscription and thereafter, for each renewal period, from the first day of the renewal period concerned. The service fee may nevertheless be payable in several instalments in accordance with the details given in the Special Conditions. In the event of early termination of the subscription for any reason whatsoever, the Customer undertakes to pay to the Service Provider all sums remaining due in respect of the service fee for the initial subscription period or the current renewal period: *the price corresponding to the options subscribed by the Client, if any, the amount of which is specified in the Special Conditions. The remuneration of the options is due for the initial duration of the subscription and thereafter, for each renewal period, from the first day of the renewal period concerned. The remuneration of the options may nevertheless be payable in several instalments in accordance with the indications in the Special Conditions. In the event of early termination of this Agreement for any reason whatsoever, the Customer undertakes to pay the Service Provider all sums remaining due in respect of the remuneration of the options for the initial subscription period or the current renewal period. The subscription fees are payable by the Customer when placing the Order, by credit card or direct debit. The instalments of the service fee and the remuneration of the following options are payable by direct debit. It is specified that the amounts due to the Service Provider do not include the cost of the Internet connection, which shall be borne by the Customer. The Customer expressly acknowledges that the provision of his/her bank details and account information constitutes authorisation to debit the Customer’s account up to the price of the Service ordered. The Service Provider shall not be obliged to deliver the Service(s) ordered by the Customer if the Customer does not pay the price in full in accordance with the above conditions. In the event of late payment by the Customer of all or part of the price of the Order, the Service Provider reserves the right to immediately suspend access to and performance of the Services until all outstanding amounts have been paid in full, without incurring any liability whatsoever and without the Customer being entitled to any credit note or refund. Payments made by the Customer shall only be considered as final once the amounts due have been collected by the Service Provider.
4.2 Late fees
In the event of late payment and payment of the sums due by the Client beyond the deadline set out above, and after the payment date shown on the invoice sent to the Client, late payment penalties calculated at the rate applied by the Moroccan Central Bank to its most recent refinancing operation, plus 10%, shall be automatically and by right acquired by the Service Provider, without any formality or prior notice. Pursuant to Article L.441-6 I of the French Commercial Code, the Client shall also be liable to pay a fixed indemnity of four hundred (400) dirhams (MAD) for the collection costs incurred by the Service Provider. Where applicable, when these costs exceed the amount of this indemnity, the Service Provider may claim additional compensation from the Client, upon presentation of proof of the work carried out.
4.3 Lack of compensation
Unless the Service Provider has given its express prior written consent, and provided that the reciprocal claims and debts are certain, liquid and due, the Client may not validly set off any penalties for delay in the provision of the Services ordered or non-compliance with the order against the sums paid by the Client to the Service Provider for the purchase of the Services.
ARTICLE 5: TERMS AND CONDITIONS OF SERVICE PROVISION AND TECHNICAL ASSISTANCE
5.1 Access to the Services
The Customer shall have access to the above-mentioned solutions online via the Website, using a login and a password which shall be communicated to the Customer upon receipt of the order by the Provider, and corresponding to the strict number of simultaneous accesses specified in the Special Conditions of Sale. Access to the Services subscribed to by the Customer shall be provided by the Service Provider within a reasonable period of time, it being specified that no time limit shall apply. The Service Provider shall not be liable for any delay or suspension of the supply of the Service attributable to the Customer, or in the event of force majeure. The Customer shall have access to the Services in “SaaS” mode 24 hours a day, 7 days a week, except in the event of a maintenance operation, or in the event of a breakdown as described in Article 6 below or in the event of Force Majeure as defined in Article 11 below, affecting the Provider and/or the Website host. The Customer shall be responsible for taking out a subscription with an Internet service provider that complies with the specifications set out in the Special Conditions. In particular, the Customer must ensure that his technical environment is compatible and that he has the minimum configuration (technical prerequisites) required to access and/or use the Service. The Customer is solely responsible for accessing the Service and choosing a network operator. The Service Provider shall not be held responsible for access difficulties due to Internet network disruptions. The subscription to the Services and options taken out by the Customer is only valid for his legal representatives and employees and may not be used by a third party under any circumstances. The Customer acknowledges that the access codes to the Services are strictly personal, confidential and non-transferable. Under no circumstances may they be communicated to third parties in any way whatsoever. The Customer undertakes to maintain the confidentiality of its access codes to the Service and to take all necessary measures to prevent the communication of these codes which would allow third parties to access the Service in an illicit manner. The Service Provider reserves the right to ask the Customer, during the course of the subscription, to provide in writing within thirty (30) days, any useful information on the actual use of the Service in relation to the subscription scope. If it appears that the initial subscription perimeter does not comply with the Customer’s usage perimeter, the Service Provider may revise the subscription conditions according to the pricing conditions in force at that time. In the absence of agreement on the new subscription conditions, the Service Provider may immediately suspend access to the Services and the performance of the associated services, and terminate the subscription by operation of law with immediate effect.
5.2 Maintenance and Technical Support
The information accessible through the Service is regularly updated by the Service Provider. The Customer also automatically benefits, at the sole initiative of the Service Provider and excluding any specific request for intervention by the Customer, from the associated services of (i) corrective maintenance performed by the Service Provider, aimed at remedying anomalies in the Solution by correcting said anomaly, or failing that, a workaround solution, and (ii) adaptive maintenance, aimed at adapting the Solution to legislative and/or regulatory changes. The Service Provider shall use its best efforts to ensure that maintenance operations and updates are carried out preferably between 00:00 and 05:00 (CET) and, as far as possible, when they lead to a suspension of the Service, to notify the Client in advance. When the Customer subscribes to the corresponding option, the Customer benefits from technical assistance (hotline) for the use of the Services under the conditions specified in the Special Conditions. Technical assistance consists of the Service Provider providing the Customer and its users with functional and technical information concerning the use and operation of the Solution. In this context, the Service Provider provides the Customer and its users with a dedicated e-mail address and a hotline accessible at the following times and days: Monday to Friday from 9:00 a.m. to 12:00 p.m. and from 2:00 p.m. to 6:00 p.m. The answer to questions depends on the severity of the ticket and will be provided by the Provider as soon as possible.
ARTICLE 6: DURATION OF THE SUBSCRIPTION TO THE SOLUTION – NOTICE
The minimum duration of the subscription to the Solution taken out by the Customer with the Service Provider is twelve (12) months, renewable by tacit agreement, without the Service Provider having to give the Customer prior notice or send him a new order form. It is specified that the Customer may terminate the subscription to the Solution and not re-enter into a new subscription period, by giving at least two (2) months’ notice prior to the tacit renewal date, by sending a registered letter with acknowledgement of receipt to the Service Provider, informing it of its wish not to re-enter into a new subscription period.
ARTICLE 7: LIABILITY OF THE COMPANY – GUARANTEES
The Service Provider, subject only to an obligation of means, guarantees the performance of the Service in accordance with these General Terms and Conditions of Sale and Use, but does not guarantee that the performance of the Service will be free of any defect, anomaly or technical hazard. The Service Provider shall not be liable for the nature and content of the files and data transmitted by the Customer and the use thereof. The information made available through the Service has been collected, aggregated, formatted and presented by the Service Provider and/or its suppliers based on information provided by car and spare part manufacturers. Therefore, the Service Provider does not guarantee the completeness of the information provided to the Customer. All reasonable precautions have been taken to ensure the accuracy of the information collected, however neither the Service Provider nor its suppliers make any warranty, express or implied, as to the relevance, accuracy or completeness of the information. As the information is provided “as is”, the Customer is solely responsible for the choice of the Solution and as a professional, for the choice, interpretation and use of the information made available by the Provider via the Website as well as for the actions and advice he/she deduces therefrom in the context of his/her professional practice. The Service Provider shall not be liable to the Customer or any Third Party for any unforeseeable or indirect, material or immaterial damage, such as loss of business, loss of profit or image or any other financial loss resulting from the use or inability to use the service by the Customer, as well as any loss or deterioration of information for which the Service Provider cannot be held responsible. In any event, in the event that the Service Provider is held liable for any reason whatsoever under this Agreement, its liability shall be limited to the amount actually paid to it by the Customer during the twelve months preceding the date of the damage.
ARTICLE 8: INTELLECTUAL PROPERTY – RIGHT OF USE
The content of the Website is the property of the Provider and its suppliers and partners and is protected by French and international laws relating to intellectual property. Any total or partial reproduction of this content is strictly prohibited and may constitute an infringement of copyright. In addition, the Service Provider, its suppliers and partners, remain the owners of all intellectual property rights on the photographs, presentations, studies, drawings, models, prototypes, etc., made (even at the request of the Client) for the purpose of providing the services to the Client. The Client is therefore prohibited from reproducing or exploiting said studies, drawings, models and prototypes, etc., without the express, written and prior authorisation of the Service Provider and, where applicable, of its suppliers and/or partners, which may be conditional on financial consideration. The right to use the Solution granted to the Client does not include the right for the Client to: *(I) to permanently or temporarily reproduce the Solution, in whole or in part, by any means and in any form, including when loading, displaying, executing or storing the Solution; *(II) to modify and adapt the Solution and/or merge all or part of the Solution with other computer programs; *(III) to compile, decompile, disassemble, translate, reverse engineer or attempt to do so; *(IV) to assign, sell, rent, license or distribute the Solution in any way, including to its affiliates; *(V) to make any alteration, correction, arrangement, translation or modification of the Solution; and *(VI) to correct by itself any defect in the Solution, whatever it may be, the Service Provider reserving the sole right to do so, in accordance with the terms hereof. The right to use the Solution is granted to the Client for the duration of the subscription, as described in Article 6. This right of use relates to the Solution, in its executable version, as well as to the associated user documentation. The Customer may use the Solution exclusively in the form of object codes, it being specified that the Service Provider reserves the sole right to modify the source codes to correct any defects and anomalies and/or to develop the Solution. Given the nature of the subscription and the mutualisation of the Services, the Customer has no access to the source codes of the Solution, including in case of default by the Service Provider in the performance of its contractual obligations, which the Customer expressly accepts. The functionalities of the Solution, and in particular the functions of printing and/or downloading all or part of the data and information, may not be used by the Customer to infringe or misappropriate the Provider’s intellectual property rights. The Service Provider and/or its suppliers and partners, if any, shall retain all intellectual property rights relating to the Service, the Solution, the information and any other element contained on the Website. The Client only has the right to access and use these elements, within the framework and according to the present conditions. The Customer shall not use the Service and the information for any purpose other than those expressly provided for herein, nor shall the Customer disseminate, publish, sell or exchange in any way whatsoever the content accessed and, more generally, shall the Customer infringe, directly or indirectly, in any way whatsoever, the intellectual property rights of the Service Provider or of its suppliers and partners. The Customer undertakes not to create or attempt to create, from the data, information and/or by means of the Service, a database aimed at offering, directly or indirectly, free of charge or for a fee, the same service or a service comparable to the Service, to any person, whether or not a third party to the Customer’s company, in particular with the aim of circumventing the number of accesses to the Service from which he/she benefits and/or with the aim of marketing this service. The Customer agrees more generally not to infringe the intellectual property rights held by the Service Provider or its suppliers and partners on the Service, the Solution and/or the information, or any other element appearing on the Website protected by an intellectual property right, including trademarks and logos appearing on the Website. The Service Provider guarantees that it has all intellectual property rights allowing it to contract with the Client. In this respect, it guarantees that the Solution and the Services it undertakes to provide do not constitute an infringement of a pre-existing work, of whatever kind.
ARTICLE 9: REVIEW
These conditions expressly exclude the legal regime of unforeseeability provided for in Article 1195 of the Civil Code for all operations for the provision of Services to the Client. The Service Provider and the Client hereby waive the right to invoke the provisions of Article 1195 of the French Civil Code and the unforeseeable circumstances provided for therein, and undertake to fulfil their obligations even if the contractual balance is upset by circumstances that were unforeseeable at the time of the conclusion of the sale, even if their performance proves excessively onerous, and to bear all the economic and financial consequences thereof.
ARTICLE 10: FORCED EXECUTION IN KIND
In the event that either Party fails to fulfil its obligations, the defaulting Party shall have the right to request the compulsory execution in kind of the obligations arising from the present contract. In accordance with the provisions of Article 1221 of the Civil Code, the creditor of the obligation may pursue this compulsory execution after a simple formal notice, sent to the debtor of the obligation by registered letter with acknowledgement of receipt, which has remained unfruitful fifteen (15) days after its receipt, unless this proves to be impossible or if there is a clear disproportion between its cost for the debtor, in good faith, and its interest for the creditor.
ARTICLE 11: FORCE MAJEURE
The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, within the meaning of Article 1218 of the Civil Code.
ARTICLE 12: RESOLUTION
In the event of sufficiently serious non-performance of any of the obligations incumbent on the other Party, the Party that is the victim of the default may notify the Defaulting Party by registered letter with acknowledgement of receipt of the wrongful termination of the present contract, fifteen (15) days after receipt of a formal notice to perform that has remained unsuccessful, in application of the provisions of Article 1224 of the Civil Code. In the event of early termination of this Agreement to the detriment of the Client, regardless of the cause, all remaining sums due by the Client shall become immediately payable without prejudice to any damages that may be due to the Service Provider.
ARTICLE 13: APPLICABLE LAW – LANGUAGE
The present conditions and the operations resulting from them are governed by and subject to Moroccan law. The present conditions are written in English. In the event that they are translated into one or more foreign languages, only the English text shall be deemed authentic in the event of a dispute.
ARTICLE 14: DISPUTES – JURISDICTION
All disputes to which the sale and supply of Services concluded in application of these conditions may give rise, concerning their validity, interpretation, performance, termination, consequences and consequences and which could not be resolved between the Service Provider and the Customer shall be submitted to the Commercial Court of Montpellier.
ARTICLE 15: CUSTOMER ACCEPTANCE
These General Terms and Conditions of Sale and Use are expressly agreed and accepted by the Customer, who declares and acknowledges that he has full knowledge of them, and thereby waives the right to rely on any contradictory document and, in particular, his own general terms and conditions of purchase, which shall be unenforceable against the Service Provider, even if he has knowledge of them.
