1. Purpose
These Terms & Conditions (T&Cs) govern the contractual relationship between Air Cloud ([TO BE COMPLETED — legal form]) with its registered office at [TO BE COMPLETED — address], registered with the Trade and Companies Register under number [TO BE COMPLETED — RCS], hereinafter referred to as "Air Cloud", and any legal or natural person purchasing services from Air Cloud, hereinafter referred to as "the Client".
These T&Cs apply to the exclusion of all other conditions, including those of the Client.
2. Scope
These T&Cs apply to all services offered by Air Cloud, including:
- Consulting and integration of Microsoft solutions (Microsoft 365, Azure, Power Platform, Dynamics 365, Copilot)
- IT and security audits
- User training and support
- IT support and maintenance
- Management, administration and monitoring services for Microsoft environments
Any order for services implies full and unreserved acceptance of these T&Cs by the Client.
3. Services
Description of services
Services are described in commercial proposals, quotations or purchase orders issued by Air Cloud and accepted by the Client. These documents, together with these T&Cs, constitute the contract binding the parties.
Modification of services
Any modification of services during execution must be the subject of a written amendment signed by both parties.
Subcontracting
Air Cloud reserves the right to subcontract all or part of the services to third-party providers, under its own responsibility. The Client will be informed in the event of substantial subcontracting.
4. Pricing and Invoicing
Service prices are those indicated in the commercial proposal or quotation accepted by the Client.
Pricing
Prices are expressed in euros excluding VAT (ex-VAT). The applicable VAT rate is that in force on the invoicing date. Air Cloud reserves the right to modify its prices at any time, with changes taking effect for new orders only.
Invoicing
Invoicing is carried out in accordance with the terms set out in the commercial proposal or purchase order:
- For one-off services: upon delivery or according to the agreed schedule
- For subscriptions and recurring services: monthly or according to the agreed frequency
Additional expenses
Travel, accommodation and catering expenses that may be necessary for the execution of services are invoiced separately, against receipts, unless otherwise specified in the commercial proposal.
5. Payment Terms
Payment deadline
Invoices are payable upon receipt, unless a prior written agreement is in place. In the event of a specific agreement, the payment period may not exceed 30 days from the invoice date, in accordance with Articles L. 441-10 et seq. of the French Commercial Code.
Payment methods
Payments are made by [TO BE COMPLETED — bank transfer, cheque, etc.]. Bank details are indicated on each invoice.
Late payment
In the event of late payment, late payment penalties will apply automatically, without prior notice, at the rate of [TO BE COMPLETED — ECB base rate plus 10 percentage points or statutory rate]. A fixed indemnity for collection costs of 40 euros will also be due, in accordance with Article D. 441-5 of the French Commercial Code.
Deposit
For certain services, a deposit may be required according to the terms defined in the commercial proposal.
6. Duration and Termination
Duration of contracts
One-off service contracts end upon delivery of the service. Subscription or maintenance contracts are entered into for an initial period determined in the commercial proposal and are tacitly renewed thereafter.
Termination of open-ended or renewable contracts
Either party may terminate the contract with written notice of [TO BE COMPLETED — 1 to 3 months depending on the contract] sent to the other party by registered letter with acknowledgement of receipt.
Termination for breach
In the event of a material breach by one party of its contractual obligations, the other party may terminate the contract by operation of law after a formal notice that has remained without effect for [TO BE COMPLETED — 15 days] following its receipt.
Effects of termination
Upon termination, the Client remains obligated to pay for services already performed and firm commitments made before the effective date of termination.
7. Client Obligations
To enable Air Cloud to properly execute the services, the Client undertakes to:
- Provide in a timely manner all information, access and resources necessary for the execution of the services
- Hold the rights and authorisations required for the systems, software and data made available to Air Cloud
- Designate a technical contact and a commercial contact who are available and authorised to make the necessary decisions
- Inform Air Cloud of any change likely to affect the execution of the services
- Comply with the recommendations and best practices provided by Air Cloud
- Ensure that its staff attend the planned training sessions and support programmes
8. Intellectual Property
Air Cloud's rights
Air Cloud is and remains the owner of all intellectual property rights over its methods, tools, processes, standard documentation and generic deliverables developed independently of the contract.
Client's rights
Unless otherwise specified in the commercial proposal, the Client has the right to use the specific deliverables produced under the contract, for its own needs, under the conditions set out in the contract. Specific deliverables become the Client's property after full payment of services.
Third-party software
Microsoft solutions and other third-party software integrated as part of the services remain the property of their respective publishers and are subject to their own licence terms.
9. Liability and Warranties
Best-efforts obligation
Air Cloud is subject to a best-efforts obligation in the execution of services. Air Cloud undertakes to deploy all competent and diligent means necessary to carry out the services in accordance with professional standards.
Limitation of liability
Air Cloud's liability is limited to direct damages. Under no circumstances may Air Cloud be held liable for indirect damages, loss of business, loss of data, loss of profit or reputational damage suffered by the Client.
In any event, Air Cloud's liability is limited to the amount actually received by Air Cloud under the contract concerned during the twelve months preceding the occurrence of the damage.
Third-party warranties
Air Cloud does not warrant the performance, availability or security of third-party solutions (Microsoft, etc.) that it integrates. The applicable warranties are those of the relevant publishers and providers.
10. Force Majeure
Neither party shall be held liable for non-performance or delay in the performance of its obligations hereunder in the event of a force majeure event within the meaning of Article 1218 of the French Civil Code.
Force majeure events include in particular: natural disaster, war, act of terrorism, general strike, telecommunications network failure, failure of an essential infrastructure provider.
The affected party must notify the other party as soon as possible by any means. If the force majeure event continues beyond [TO BE COMPLETED — 30 days], either party may terminate the contract without compensation.
11. Personal Data
In the course of providing the services, Air Cloud may process personal data on behalf of the Client. In such cases, Air Cloud acts as a data processor within the meaning of the GDPR and the parties will enter into a data processing agreement compliant with the requirements of Article 28 of the GDPR.
The conditions for processing personal data of visitors to the air-cloud.fr website are detailed in our privacy policy.
12. Applicable Law and Disputes
Applicable law
These T&Cs are governed by French law.
Amicable settlement
In the event of a dispute relating to the interpretation or execution of these T&Cs, the parties undertake to seek an amicable solution before any legal proceedings. To this end, the Client shall send a written complaint to Air Cloud at the following address: [TO BE COMPLETED — email or postal address]. Air Cloud undertakes to respond within [TO BE COMPLETED — 15 working days].
Mediation
If the amicable settlement attempt fails, the Client may refer the matter to mediation in accordance with the applicable consumer law provisions, via [TO BE COMPLETED — name of mediator or platform].
Competent jurisdiction
In the absence of an amicable agreement, the dispute will be brought before the competent courts within the jurisdiction of Air Cloud's registered office.
These Terms & Conditions were last updated on [TO BE COMPLETED — website launch date].