Applicable General Terms and Conditions of Sale

1. Subject

These general terms and conditions of sale apply without restriction or reserve to all sales offered by the companies RITME Informatique (France), RITME SRL (Belgium), Scientific Solutions AA SA (Switzerland) and specifically to online sales made on the website www.ritme.com (the “Site“).

The Site is an e-commerce platform, which allows Internet users (the “Buyers”) to acquire licenses to use scientific software offered by multiple publishers (the “Products“).

The purpose of these general conditions is to define the terms and conditions of sale of the Products, as well as to define the rights and obligations of the parties in this context.

They are accessible and printable at any time via a direct link at the bottom of the Site.

The applicable version of the general terms and conditions is the one that can be consulted online on the Site at the date of the Buyer’s order, a copy of which is sent to him/her with his/her order confirmation.

The present general terms and conditions of sale prevail over any other general or specific terms and conditions not expressly approved by RITME.

They may be supplemented, if necessary, by specific conditions of use for certain services offered on the Site, which supplement the present general conditions and, in the event of contradiction, prevail over the latter.

2. Identity of the seller and contact

The Site is operated by the company RITME INFORMATIQUE (RITME), SAS registered in the Paris Trade and Companies Register under number 399 736 610, whose registered office is located at 72, rue des Archives 75003 Paris (“RITME“), which offers the Products for sale.

RITME can be contacted at the following address, in particular for any complaint:

Form: https://ritme.com/en/contact/
Telephone: +33 1 42 46 00 42

3. Legal capacity and acceptance of the general conditions

3.1 Legal capacity

The Site is accessible:

• to any person with full legal capacity to commit to these general conditions. Any person who does not have full legal capacity may only access the Site with the agreement of their legal representative.
• to any legal entity acting through a natural person who has the legal capacity to contract in the name and on behalf of the legal entity.

3.2 Acceptance of the general conditions

The general terms and conditions can be accepted by the Buyer either when placing an order on the Site, or when placing an order by signing a quotation sent to him by RITME (the “Quotation“), or by sending an official order by e-mail or by post to RITME.

3.2.1 Acceptance of the general conditions on the Site

The acceptance of the present general conditions by the Buyer is materialised by a box to be ticked in the order form. This acceptance can only be full and complete. Any conditional acceptance is considered null and void.

The Buyer who does not accept to be bound by these general conditions must not place an order on the Site.

3.2.2 Acceptance of the general conditions when placing an order

Any validation of the Quotation under the conditions described in the article “Placing an order by sending a Quotation” implies full and complete acceptance of these general conditions. For an order sent by e-mail or by post not referring to a Quotation, a confirmation of receipt of the validation of the specific order will be sent by RITME together with the present general terms and conditions. For a private purchase, the Buyer must indicate to RITME his or her agreement by written return within 15 days, indicating the words “Good for agreement”. The Buyer expressly acknowledges that the validation of the order by the sending of the “Good for agreement” implies full and complete acceptance of the present general conditions.

4. Registration on the Site

4.1

Placing an order on the Site and using the Products once purchased requires the Buyer to register by filling in the form provided for this purpose on the Site.

In all cases, the Buyer must provide all the information marked as mandatory. Any incomplete registration will not be validated.

Registration automatically leads to the opening of an account in the name of the Buyer (the “Account“), giving him/her access to a personal space (the “Personal Space“) which allows him/her to manage his/her purchases in a form and according to the technical means that RITME deems most appropriate.

The Buyer guarantees that all information provided in the registration form is accurate, up-to-date, sincere and is not misleading.

The Buyer undertakes to update this information in his/her Personal Space in the event of modifications (in particular: change of postal address), so that it always corresponds to the above-mentioned criteria.

The Buyer is informed and accepts that the information entered for the purpose of creating or updating his/her Account is proof of his/her identity. The information entered by the Buyer is binding upon validation.

4.2

The Buyer may access his/her Personal Space at any time after having identified him/herself using his/her login and password.

The Buyer undertakes to use his/her Account personally and not to allow any third party to use it in his/her place or on his/her behalf unless he/she bears full responsibility for it.

The Buyer is likewise responsible for maintaining the confidentiality of his/her login and password, any access to the Site using the latter being deemed to have been made by the Buyer. The Buyer must immediately contact RITME at the address mentioned in the article “Seller’s identity and contact” if he notices that his Account has been used without his knowledge. The Buyer acknowledges RITME’s right to take all appropriate measures in such a case.

5. Characteristics of the Products

Before placing an order, the Buyer can read the characteristics of each Product he/she wishes to order on the Site.

The Products offered for sale in physical form are subject to availability.

The photographs and descriptions of the Products offered for sale online are as accurate as possible. They are only binding on RITME for what is precisely indicated.

6. Training services

RITME undertakes to carry out the training mission for its client according to the pricing terms defined in the price offer given to the client, and based on the training program that will have been sent to the client. This program includes the title of the training course, the duration, the objectives, the prerequisites, the target audience, the detailed program, the technical and teaching resources, the evaluation mechanisms, the results, and the skills expected at the end of the training course.

In return, the trainee undertakes to pay the amount of the service, as defined in the price offer given to the client.

In order for the registration of the trainee(s) to be considered definitive, the official signed order form (in the case of an order by the company or the sponsoring institution), or the training agreement signed between RITME and the trainee (in the case of a private registration) must be returned to RITME’s training department no later than 15 days before the opening date of the course. Any course started will be invoiced in full.

Unless otherwise agreed, invoices must be paid within 30 days for all orders issued on the basis of an official order form, and at the time of order for all private registrations.

The absence or withdrawal of certain participants during the course shall not affect the price agreed and announced in the proposal.

Registration for a training course is nominative, whether it is face-to-face or distance learning. The provision, sharing, transfer, assignment or resale of the material and of any element of the educational material (including connection links, software, access to learning platforms and video recordings) provided as part of the training service is formally forbidden.

RITME offers the possibility of replacing the trainee who is unable to attend the course with another trainee with a similar profile, provided that this request is made within 15 calendar days before the start of the course. This measure will be subject to RITME’s judgement and approval.

• Cancellation or postponement by the client

Requests for cancellation must be confirmed in writing (letter or e-mail). Any request for cancellation that is not made in writing shall be deemed null and void.

In the event of cancellation by the client less than 15 calendar days before the start of the course, the full amount of the course is payable to RITME.

In the event of a request for postponement by the client between the 15th and 11th calendar day before the start of the course, RITME will charge a postponement fee to the client. This compensation will be equal to 30% of the total amount of the postponed session.

Any request for postponement within 10 calendar days of the course start date will be considered as a cancellation of the course and will be invoiced in full.

Any course for which the start date is within two calendar months of the date initially set will be considered as postponed. Any postponement of the start of the course beyond this period of two calendar months will not be considered as a postponement but as a cancellation.

RITME reserves the right to cancel any training course in case of force majeure (lack of trainees, illness of its Training Consultant, …) without compensation or penalties to the client. The client may then choose another training date or cancel the order without penalty.

RITME cannot be held responsible for any costs incurred by the client or damages resulting from the cancellation of a training course or its postponement to a later date.

• Cancellation or postponement by RITME

RITME reserves the right to postpone or cancel any scheduled inter-company training session up to 15 calendar days prior to the communicated training date, without compensation or penalty to the client. The client may then choose to register for another similar training session or cancel the order without penalty.

RITME reserves the right to modify the modalities of carrying out the training up to 15 days before the beginning of the training (switch from face-to-face to distance learning with or without modification of the number and duration of the sessions). Trainees will have the possibility to confirm their participation according to the new modalities, to postpone their registration to later dates or to cancel their participation.

RITME reserves the right to cancel any training course, inter or intra-company, in the event of force majeure (illness, accident, damage) without compensation or penalties to the client.

RITME cannot be held responsible for any costs incurred by the client or damages resulting from the cancellation of a training course or its postponement to a later date.

In the event of cancellation of the course by RITME, all sums paid to RITME will be returned to the client.

7. Technical support

Apart from anomalies understood as bugs or malfunctions, RITME will provide technical support, consisting of assistance and advice. RITME’s technical support covers the installation of the software and possible add-ins as well as the treatment of the various problems linked to the activation of the licence.

Any service or assistance that goes beyond the strict framework of support as described in this article will be the subject of an additional service, defined between RITME and the customer by any means deemed useful, including contractual.

Technical support is automatically offered to all Buyers who have purchased the Products directly from RITME. Its cost is included in the purchase price of the Products. It is valid for a period of 2 years from the date of purchase.

Technical support is available via the support form on the Site or by e-mail at support@ritme.com

Or via the contact form at the following address

https://ritme.com/en/contact/  under the heading “Technical Support”.

Depending on the need identified, RITME will estimate the time required to respond and the nature of the response and will inform the Buyer accordingly.

8. Ordering

8.1 Placing an order

8.1.1 Placing an order on the site and confirmation

• Placing an order

To place an order, the Buyer must select the Product of his/her choice and place it in his/her basket.

The Buyer may access the summary of his/her basket at any time before the order is definitively validated and may correct any errors in the elements entered.

The order is deemed to have been received by RITME when it can access it.

• Order confirmation

At the end of the order, the Buyer receives by e-mail a confirmation of the order which:

(i) summarises the elements of the order,

(ii) includes the general terms and conditions in force on the day of the order,

The Buyer must ensure that the details entered in his/her Account are correct and that they allow him/her to receive the order confirmation email. If the Buyer does not receive the confirmation e-mail, he/she must contact RITME using the contact details mentioned in the article “Identity of the seller and contact”.

RITME recommends the Buyer to keep the information contained in the order confirmation.

The order confirmation is deemed to have been received by the Buyer when he/she can access it.

8.1.2 Placing an order by sending a Quotation or by sending an e-mail or a letter and confirmation

• Placing an order

The Products can be ordered by e-mail, telephone or post using the details given in the article “Identity of the seller and contact”.

After having familiarised himself/herself with the characteristics and functioning of the Products, the Buyer declares his/her interest in acquiring them in the context of his/her activity.

To this end, the Buyer approached RITME and provided all useful information on his needs and constraints. Based on this information, RITME has submitted a Quotation to the Buyer by e-mail or has sent the Buyer an e-mail or a letter, specifying the characteristics of the Products and the price for the purchase of these Products.

If RITME sends a Quotation, and unless otherwise stated in the Quotation, it constitutes an offer valid for 1 (one) month from the date it is sent.

If the Buyer does not validate the offer within this period, the offer shall be null and void. The Buyer who wishes to accept the offer must therefore validate the Quotation within the above-mentioned period by any useful written means.

Once the Quotation has been validated, the Buyer may, according to its internal processes, issue a purchase order to RITME which summarises what is provided for in the Quotation, failing which the purchase order shall not be accepted by RITME.

• Order confirmation

Once the order has been validated by RITME, the Buyer will receive a confirmation of the order by e-mail.

The Buyer must make sure that the contact information provided to RITME is correct and that it allows him/her to receive the order confirmation e-mail. If the Buyer does not receive the confirmation e-mail, he/she must contact RITME at the address mentioned in the article “Identity of the Seller and contact”.

The Buyer expressly acknowledges that in order to have access to the Products, he/she will have to register on the Site under the conditions of the article “Registration on the Site”.

8.2 Availability of ordered Products

Once the order has been validated, the Products can be downloaded by the Buyer on his/her Personal Space within 48 working hours.

RITME will send the Buyer the information needed to activate the download to the e-mail address he/she provided when placing the order.

The Buyer then has a period of 90 (ninety) days from the receipt of the information to download the Product. At the end of this period, the download will no longer be availableand the Buyer will have to contact RITME using the details given in the article “Identity of the Seller and contact”, in order to make a new download request.

9. Prices and payment terms

9.1 Prices

The sale prices of the Products are displayed on the Site or on the Quotation or in the e-mail or in the letter sent by RITME and validated by the Buyer’s approval. In the case of a quotation drawn up by RITME, the prices are only valid if the validity date of the quotation has not expired.

Prices always mention the currency (€, $ or CHF) and include all taxes (VAT and other applicable taxes) on the Quotation.

RITME reserves the right, at its own discretion and in accordance with the terms and conditions of which it shall be the sole judge, to propose promotional offers or price reductions.

The applicable price is the one:

• displayed on the Site at the time of the registration of the Buyer’s order in case of an order on the Site;
• indicated on the Quotation or in the e-mail or letter sent by RITME and validated by the Buyer’s approval if the order is not placed on the Site.

9.2 Terms of payment

The total price of the Products is payable according to the payment methods specified in the Quotation or in the e-mail or letter sent by RITME and validated by the Buyer’s approval.

On the Site, payment may be made online by credit card, through the secure online payment service or by any other means proposed at the time of the order or indicated on the Quotation or in the e-mail or in the letter sent by RITME validated by the Buyer’s consent.

The Buyer guarantees RITME that he/she has the necessary authorisations to use the chosen method of payment.

RITME reserves the right to suspend or cancel any order in the event of non-payment of any sum due by the Buyer, in the event of a payment incident, or in the event of fraud or attempted fraud relating to the use of the Site.

In the event of default or late payment, RITME reserves the right, from the day after the due date shown on the invoice, to declare that all sums owed by the Buyer shall be cancelled and immediately payable and ,

• if the Buyer is a professional, to charge late payment interest equal to 3 times the legal interest rate, based on the amount of the sums not paid on the due date and a fixed indemnity of 40 euros for collection costs, without prejudice to additional compensation if the collection costs actually incurred are higher than this amount,
• if the Buyer is a consumer, late payment interest equal to 1.5 times the legal interest rate shall be charged on the amount of the sums not paid on the due date.

9.3 Invoicing

The Buyer can access the invoice corresponding to his order in his Personal Space once the ordered Products have been downloaded.

9.4 Retention of title

RITME retains full and complete ownership of the Products sold until full payment has been received.

10. Right of withdrawal

10.1 Right of withdrawal for the consumer Buyer

The Buyer has a right of withdrawal.

This right of withdrawal is 14 calendar days from the acceptance of the general terms and conditions. The Buyer can exercise this right free of charge by sending to RITME before the end of the period to the address mentioned in the article “Seller’s identity and contact”:

• The completed withdrawal form (see Appendix)
• Or any other unambiguous statement expressing your wish to withdraw.

If the Buyer has access to the Products before the beginning of the withdrawal period, by ticking the box to this effect in the form, the Buyer is only liable for the price of the Products calculated on a pro rata basis for the time elapsed until the day on which RITME was informed of the Buyer’s wish to withdraw.

10.2 No right of withdrawal for the professional Buyer

If the Buyer is actingon behalf of end users and as Buyer for its organization he/she does not have the right to withdraw.

11. Legal guarantees

The Buyer benefits from the legal guarantees for non-conformity as well as for hidden defects of the item sold.

If the Buyer finds that the Product ordered has a defect, a lack of conformity or is damaged, he/she must inform RITME using the contact details mentioned in “Identity of the Seller and contact” of these terms and conditions, indicating the nature of the defect, the lack of conformity or the damage found and sending any useful proof.

RITME will carry out the necessary checks and will offer the Buyer a replacement for the Product if possible. If the replacement of the Product is impossible, RITME will refund the Buyer the full price paid for the corresponding Product, by any useful means, as soon as possible and at the latest within 14 (fourteen) days following the date on which RITME informs the Buyer of the impossibility of replacing the Product.

It is reminded that, when acting under the legal guarantee of conformity, any consumer:

• has a period of 2 (two) years from the date of delivery of the goods to act;
• may choose between repairing or replacing the good, subject to the cost conditions set out in Article L217-9 of the Consumer Code;
• is exempted from proving the existence of the lack of conformity of the good during the 24 (twenty-four) months following its delivery.

It is also recalled that the legal guarantee of conformity applies independently of any commercial guarantee that may have been granted.

Any consumer may also decide to implement the guarantee against hidden defects in the item sold within the meaning of Article 1641 of the Civil Code. In this case, he can choose between the resolution of the sale or a reduction of the sale price in accordance with Article 1644 of the Civil Code.

12. Obligations of the Buyers

The Buyers are solely responsible for the use they make of the Products. It is their responsibility to verify the suitability of the Products for their specific needs prior to purchasing said Products.

They must also take the necessary measures to save by their own means the information in their Personal Space that they deem necessary, of which no copy will be provided.

The Buyers expressly acknowledge that RITME provides them with an Account so that they can access the Products directly from their Personal Space.

Finally, it is the responsibility of the Buyers to take all appropriate measures to protect their own data and/or software stored on their computer equipment against any attack.

The Purchasers expressly acknowledge that their use of the Products must comply with the respective general conditions of the publishers of the Products ordered, which will be communicated to them when the Products are installed.

13. Responsability of RITME

13.1

RITME undertakes to carry out regular checks to verify the functioning and accessibility of the Site. In this respect, RITME reserves the right to temporarily interrupt access to the Site for maintenance purposes. Similarly, RITME shall not be held responsible for any difficulties or temporary impossibility of accessing the Site due to circumstances beyond its control, force majeure, or due to disruptions in the telecommunication networks.

13.2

RITME does not provide the Buyer with any guarantee as to the suitability of the Products to his/her needs, expectations or constraints.

13.3

RITME shall not be held responsible for the non-performance or delay in the performance of sales contracts due to circumstances beyond its control or to a case of force majeure, it being expressly stated that the following are considered as cases of force majeure, in addition to those usually accepted by the jurisprudence of French courts exceptional weather conditions, natural disasters, fires and floods, lightning, attacks, breakdown or blockage of telecommunication networks, means of transport or postal services, including as a result of strikes, damage caused by viruses for which the security measures available on the market do not allow them to be eradicated, as well as any legal or regulatory obligation or public order imposed by the competent authorities which would have the effect of substantially modifying these general conditions.

13.4

RITME, in its capacity as distributor of the Products, is the intermediary between the publisher of the Products and the Buyers. The Buyers expressly acknowledge that RITME is not the publisher of the Products.

13.5

The Buyers expressly acknowledge that RITME is in no way responsible for the hosting of the Products, nor for the corrective and evolutionary maintenance, which remain the sole responsibility of the publisher of the Product concerned, in accordance with its own general conditions.

13.6

In any case, the liability that may be incurred by RITME under the terms of the present contract is expressly limited to the direct damage suffered by the Buyers.

14. Intellectual property

14.1 Intellectual property of RITME

The systems, software, structures, infrastructures, databases and contents of any kind (texts, images, visuals, music, logos, brands, databases, etc.) used by RITME within the Site are protected by all intellectual property rights or database producers’ rights in force. Any disassembly, decomplication, decryption, extraction, reuse, copying and more generally, any act of reproduction, representation, distribution and use of any of these elements, in whole or in part, without the authorisation of RITME is strictly prohibited and may be subject to legal proceedings.

14.2 Intellectual property on the Products

The Purchasers expressly acknowledge that ordering the Products does not give them any intellectual property rights on the Products, which remain the exclusive property of their publisher.

The Purchasers are only granted permission to use the Products under the conditions defined in the general conditions specific to each Product.

Consequently, all disassembling, decompiling, decrypting, extracting, reusing, copying and more generally all acts of reproduction, representation, distribution and use of any of the elements making up the Products, in whole or in part, without the authorisation of the publisher of the Products, are strictly forbidden and may be subject to legal proceedings.

RITME cannot be held responsible for any use that may be made of the Products in this context.

15. Personal data

RITME has a personal data protection policy, the characteristics of which are explained in the document entitled “Privacy Policy“, which the Buyer is expressly invited to read.

16. Advertising

RITME reserves the right to insert on any page of the Site and in any communication to the Buyers any advertising or promotional messages in a form and under conditions to be determined by RITME.

17. Links and third party sites

RITME shall in no way be held responsible for the technical availability of websites or mobile applications operated by third parties (including its possible partners) to which the Buyer may have access via the Site.

RITME does not assume any responsibility for the content, advertising, products and/or services available on such third-party websites and mobile applications, which are governed by their own terms of use.

RITME is also not responsible for transactions between the Buyer and any advertiser, professional or merchant (including its possible partners) to which the Buyer would be directed through the Site and shall not be party to any possible disputes with these third parties concerning particularly the delivery of products and/or services, guarantees, declarations and other obligations of any kind to which these third parties are bound.

18. Prohibited behaviour

18.1

The following are strictly prohibited: (i) any behaviour likely to interrupt, suspend, slow down or prevent the proper functioning of the Site, (ii) any intrusions or attempted intrusions into RITME’s systems, (iii) any misappropriation of the Site’s system resources, (iv) any actions likely to impose a disproportionate burden on the latter’s infrastructures, (v) any infringement of security and authentication measures, (vi) any act that may damage the financial, commercial or moral rights and interests of RITME or of the users of its Site, (vii) any practice that diverts the Site for purposes other than those for which it was designed and, finally, more generally, (viii) any breach of the present general conditions or of the laws and regulations in force.

18.2

It is also strictly forbidden to monetise, sell or grant access to the Site or any part thereof, as well as to the information it contains.

18.3

Any commercial use of the Products by the Purchasers is prohibited, and specifically any resale or distribution for consideration, without the express prior written consent of RITME.

18.4

The Buyers expressly acknowledge that they undertake to make strictly personal use of the Products.

18.5

In the event of failure to comply with any of the provisions of this article or, more generally, of infringement of laws and regulations, RITME reserves the right to take all appropriate measures and to initiate any legal action.

19. Modifications

RITME reserves the right to modify the present general conditions of sale at any time. In this case, the applicable conditions will be those in force at the date of the Buyer’s order.

20. Language

In the event of a translation of these general terms and conditions into one or more languages, the language of interpretation shall be French in the event of a contradiction or dispute over the meaning of a term or provision.

21. Mediation (applicable to Buyers who are consumers)

The Buyer, who is a consumer, has the right to have recourse, free of charge, to a consumer mediator for the amicable resolution of any dispute relating to the execution of the present contract between him and RITME, under the conditions provided for in articles L611-1 et seq. and R152-1 et seq.

To this end, he may contact the following consumer mediator

Centre de médiation de la consommation de conciliateurs de justice (CM2C)
Postal address: 14 rue Saint Jean 75017 Paris
Telephone: +33 6 09 20 48 86
Website: https://www.cm2c.net

22. Applicable law and jurisdiction

The present general conditions are governed by French law.

In the event of a dispute concerning the validity, interpretation and/or execution of these general terms and conditions, the parties agree that the courts of Paris shall have exclusive jurisdiction to rule on the matter, except in the case of mandatory procedural rules to the contrary.

Effective date: 01/07/2022