Version 1.2.0, effective date: 2023/11/12 08:33
Preamble
EIRWEGO SAS with capital of €1000, located at 68 route de paris - 69160 TASSIN LA DEMI LUNE, registered with the RCS of LYON under number 844 817 908, is a software publisher specialized in the design and development of applications and information systems based on Web technologies. It has specialized in particular in the development of solutions intended for the health sector based on legal provisions from European Directive 2011/62/EU of June 8, 2011, Regulation No. 2016/161 of the Commission of October 2, 2015 and Decree No. 2018-291 of April 20, 2018 relating to the security of the drug supply chain. The decree aims to prevent the introduction of falsified medicines into the drug supply chain. The Client acknowledges having read these documents and having accepted them without reservation prior to ordering the service and services and being perfectly informed that their agreement concerning the content of the Terms or any other contractual document from EIRWEGO does not require the handwritten signature of these documents. The Client expressly acknowledges that the so-called “checkbox” technique constitutes an electronic signature which has, between the Parties, the same value as a handwritten signature. The Client can save or edit the Terms, these actions are their sole responsibility. No general or specific conditions, in particular purchase conditions, from the client may exclude or be integrated into these.
Definitions
Client: any professional, natural person of legal age or legal entity, established in France, having the capacity and necessary authorizations to bind a contract, and who subscribes and uses the Services in a strictly professional interest and in direct connection with their professional activity.
The terms beginning with a capital letter within this Contract, whether used in the singular or plural, will have the meaning given to them below:
Contract: any subscription made by the client on the provider’s website or through orders addressed to the provider and generally any contractual relationship existing between the client and the provider in connection with these services.
PHARMALIZR: This is the serialization software available provided by EIRWEGO to the client. This application allows reading the unique Datamatrix identifier present on each medicine box and checking its validity with the European central NMVS database. SaaS Solution: designates the software accessible online via the internet network by the client.
Identifier: designates the user’s own identifier and the connection password communicated by the provider to the client upon registration for the service.
User: designates the person under the responsibility of the client and benefiting from access to the Solution under the use license contracted by the client.
Data: designates the information, publications and, in general, the Client database data, the use of which is the subject of this contract, which can only be consulted by Users.
Article 1 - Purpose
The contract aims to determine the commitments of the parties in the context of services performed by the provider EIRWEGO and to organize the relations between the parties. This contract aims to define the terms and conditions applicable to the Services ordered by the Client. The Provider grants to the Client, who accepts:
- a right of access to the Provider’s servers hosting the Service, under the conditions defined below;
- a right of end use of the Solution;
- a set of services defined below, in particular data hosting, Service maintenance, technical support.
Article 2 - Services
a) Identifiers and Access to Services
As part of the service, EIRWEGO will create a personal account for the client for the needs of the service. The client will be sent Identifiers (login and password) allowing them to access online tools via the internet network, depending on the subscribed offer. The client is responsible for the conservation and personal and confidential nature of the Identifiers delivered to them by the provider. Any connection with these Identifiers is under their exclusive responsibility.
The client is solely responsible for their access to the internet network, EIRWEGO not intervening in this perimeter. The Provider cannot be held responsible for network line interruptions, and particularly draws the Client’s attention to the importance of choosing the internet operator’s product. The Client is therefore warned of the technical hazards inherent to the Internet and the access interruptions that may result. Consequently, the Provider will not be held responsible for any unavailability or slowdown of the Services.
The Client will use this right of access alone. They can connect at any time – except during maintenance periods –, namely:
- 24 hours a day,
- 7 days a week,
- including Sundays and public holidays.
b) PHARMALIZR Software
The provider provides a license to use the PHARMALIZR Software in SaaS mode to the client. The software is accessible online by the client thanks to the access codes delivered by the provider and via the internet network. The provider ensures data hosting, maintenance and service security. EIRWEGO grants the client a personal, non-exclusive, non-transferable right to use the PHARMALIZR software for their own needs within the limit of the number of users (Users) provided for in the client’s order, for the entire duration of the contract.
Article 3 - Financial Terms
a) Fees
In consideration of the rights relating to the software granted by EIRWEGO to the client under this contract and the additional services, the client will pay EIRWEGO each month the price determined during subscription and according to the terms defined below. Prices are excluding taxes.
b) Payment Terms
Services will be invoiced monthly, invoices are payable in cash on the due date indicated on the invoice. Any default in payment on the due date that has not been regularized following a first friendly reminder will result in the immediate suspension of services and in particular the use of the software.
Article 4 - Intellectual Property
In accordance with the provisions of the Intellectual Property Code and the provisions of this contract, it is recalled that EIRWEGO is the holder of all intellectual property rights relating to the PHARMALIZR software and generally to any software it makes available to the client, as well as the documentation that accompanies it as well as all their updates, old, current and future versions, and all developments carried out by EIRWEGO. These rights are in no way transferred to the client by virtue of this contract.
Article 5 - Liability
Each Party is responsible to the other Party for the damage it causes to the other Party resulting from a breach of one or more of its obligations under this Contract. Neither Party may be held liable for indirect damage suffered by the other Party.
Article 6 - Termination
The Contract may be terminated by operation of law by the Provider, in the event of total or partial non-payment by the Client, persisting 30 (thirty) days after receipt by the Client of a formal notice sent by registered letter with acknowledgment of receipt, which has remained without effect or follow-up.
Article 7 - Applicable Law and Jurisdiction
All contractual relationships between the client and the provider (the contract by its orders, its possible annexes, quotes…) are governed by French law. Any dispute between the parties resulting from the interpretation or application of the contract that cannot be resolved amicably is brought before the courts of Lyon.