General conditions

1. GENERAL

Unless any contract or special agreement is noticed in writing, any order placed by the Customer or any acceptance of a VISIOGLOBE quote or proposal shall entail unreserved acceptance of these general conditions and Customer’s waiver of its own general conditions.

2. DEFINITIONS

Every word mentioned in capital letters herein, either in singular or in plural, shall have the meaning defined below:

Software: Software made and edited by VISIOGLOBE independent from any customer order, including a 2D or 3D map management and viewing solution.

Developments: Specific developments requested by the customer, which are not part of the Software.

Application: Final application including a map view / navigation, directly usable by the customer or by the public and including specific developments requested by the customer (The Developments).

VisioMapEditor: Software available in SaaS mode and accessible exclusively from the web Chrome browser.

With this software, the customer can:

• modify a navigation map produced by VISIOGLOBE or a map previously modified by the customer with VisioMapEditor,
• make a map simulation and view said map simulation with the Application or the SDK on a mobile phone, a PC or a kiosk Application, or export said map simulation in svg format for “Print” purposes (refer to VisioPrint option defined below).

VisioMapServer: Service available in Saas mode resulting from the Software. VisioMapServer is used by the web pages of VisioMove iOS and Android, VisioWeb and VisioKiosk customers on applications in order to download the maps to be displayed.

VisioMapCloud: Software suite comprised of the following Software:
VisioMapEditor, VisioMapServer.

VisioPreview: application made and edited by VISIOGLOBE for full preview of the map produced by the VisioMapCloud software suite. This application is part of the Software.

VisioMove: Native Software Development Kit (SDK) – Set of software libraries (object code) resulting from the Software and necessary to implement an executable Application in native mode on iOS or Android operating systems. The list of OS compatible with this SDK is provided in Appendix 2. This SDK is part of the Software.

VisioWeb2D: Web Software Development Kit (SDK) – Set of software libraries (object or interpreted code), resulting from the Software and necessary to implement an Application accessible through a web browser on a PC or mobile platform and which allows navigation on a frozen 2D view of the map. The list of browsers compatible with this SDK is provided in Appendix 2. This SDK is part of the Software.

VisioWeb3D: Web Software Development Kit (SDK) – Set of software libraries (object or interpreted code), resulting from the Software and necessary to implement an Application accessible through a web browser on a PC or mobile platform compatible with WebGL and which allows navigation on a 3D view of the map. The list of browsers compatible with this SDK is provided in Appendix 2. This SDK is part of the Software.

VisioKiosk: Web Software Development Kit (SDK) for kiosk Applications – Set of software libraries (object or interpreted code) resulting from the Software and necessary to implement an Application on a kiosk terminal, and running on a PC with a web component compatible with WebGL. The list of browsers compatible with this SDK is provided in Appendix 2. This SDK is part of the Software.

SDK products: VisioMove, VisioWeb2D, VisioWeb3D, VisioKiosk.

VisioRouting: Set of software libraries (object or interpreted code), resulting from the Software, for optimal route planning between a point A and a point B on a map produced by VISIOGLOBE or by the customer with VisioMapEditor.  This product is an option, available only for VisioMove and VisioWeb2D and VisioWeb3D and VisioKiosk products. This option is part of the Software.

VisioNavigation : Set of software libraries (object or interpreted code) resulting from the Software and allowing planning and displaying detailed instructions to follow the optimal route between a point A and a point B on a map produced by VISIOGLOBE or by the customer with VisioMapEditor. This product is an option. It is available only for VisioMove, VisioWeb and VisioKiosk products. This option is part of the Software.

VisioPrint: Deployment option of the VisioMapEditor tool, resulting from the Software, in order to export visual items from the map into a file in SVG format for further modification by a computer graphics designer, as applicable, and subsequent printing. This option is part of the Software.

Map: Map produced and deployed by Visioglobe with VisioMapCloud, specifically developed for the customer on the basis of the graphic data (graphic charter, architectural drawings and other data specified in Appendix 1) provided by the customer, and usable with the SDK product once the map has been deployed. This definition does not include any map modified by the customer or another company than Visioglobe.

Quote: Document containing the description of the Developments or of the Map to be made and of the subscription to the Software, as well as the corresponding financial conditions.

Information: Any information, method or tool of any kind or on any support whatsoever, transmitted by each party throughout and in connection with the contract and concerning, in particular, each party’s know-how, prices, strategy, vehicles and organs, manufacturing processes and Software.

1. Subsidiary: Any current or pending entity, directly or indirectly controlled by the Customer pursuant to Article L. 233-3- I and II of the French Commercial Code. Furthermore, it is hereby understood that this definition also includes the entities whose Customer’s Subsidiaries control at least 50 % of the share capital.

Specifications : Minimal performance requirements set out and/or referenced in the Quote, enclosed to accurate and detailed specifications describing the Developments if the Application requested by the customer requires Developments.

Anomalies: Malfunction of the Software or of the Developments symptomatic of a non-compliance with the specifications described by VISIOGLOBE in the final user’s manual or in the detailed specifications addressed by the customer for the Developments. Such malfunction is reproducible by the Customer and does not result from a non-compliant use by the user or from use with another product not provided for in the Specifications.

Update: New versions of the Software or the Application intended to correct Anomalies.

Upgrades : New versions of the Software or the Application including an improvement of the existing functions or a major or minor change.

Acceptance : Tests and assessment by the Customer of the compliance of the Application or map delivered by Visioglobe, according to the Specifications.

3. PURPOSE

The purpose of these general conditions is to set out the terms and conditions for licensing the Software and making the Map or Application provided for in the Quote as well as the rights granted to the Customer for using the Software and/or the Application and/or the Map.

4. MAKING THE DEVELOPMENTS OR THE MAP

1. Performance terms

VISIOGLOBE agrees to implement all the means required and to assign enough of its staff members with the required expertise to make the Development or the Map with which it is entrusted.

2. Deadlines

VISIOGLOBE agrees to implement all the means required to meet deadlines. VISIOGLOBE shall inform the Customer in writing (letter or e-mail) of any problem in the performance of the Developments or of the Map causing a delay to the scheduled deadlines, so that the Parties jointly define an action plan as quickly as possible.

Any delay ascribable to the Customer due to:

• inaccurate or incomplete information transmitted to VISIOGLOBE,
• delay occurring during the approval of documents, particularly Acceptance reports,
• insufficient collaboration,
• more generally, failure to comply with a contractual obligation,

shall release VISIOGLOBE from any commitment regarding performance deadlines.

3. Deliverables

The deliverables listed in the Quote shall be transmitted by VISIOGLOBE to the Customer.

4. Acceptance

The customer is supposed to have tested the Software to check that the Software matches his needs in terms of features and performance. Hence the Software is provided “as is” and without any warranty of any kind.

Unless otherwise provided for in the Quote, the Customer shall assess the compliance of the Developments and/or the Application and/or the Map with the Specifications and accept or refuse them within 10 (ten) days (hereinafter “Acceptance Period”) as from delivery thereof.

Upon completion of this period, an acceptance report shall be sent to the customer in order to certify that the Developments and/or the Application and/or the Map have been delivered.

Should these items fail to comply with the Specifications, the Customer shall describe said non-compliances and their symptoms (Anomalies) to VISIOGLOBE by e-mail to the following address: contact@visioglobe.com.

VISIOGLOBE shall implement all the means required to remedy said Anomalies as quickly as possible and shall deliver Updates including corrections with a view to a new Acceptance, within a timeframe to be agreed upon on a case-by-case basis depending on the significance of the Anomalies.

Once the tests have been successfully completed or if no reservation has been notified by the Customer during the Acceptance Period, the delivery shall be deemed to be accepted.

As regards the specific case of the Map, the customer shall accept a maximum of two iterations by Visioglobe for said Map before the final delivery.

5. Changes

Any change to the Specifications of the Quote requested by the Customer shall be submitted to VISIOGLOBE in writing and shall be approved by both parties.

VISIOGLOBE shall have no obligation to proceed with the changes until they have been confirmed in writing and the parties have agreed upon their cost.

5. SUPPORT AND UPGRADE

1. Scope of the support

The support services shall be as follows:

Self support:

• Free support available through the developers web site: https://developer.visioglobe.com

Premium support:

Premium support can be provided for specific customer needs.  Credits can be purchased at the following rates:

• 5 hours of support: 1 250 € (250 € per hour)
• 10 hours of support: 2 250 € (225 € per hour)
• 20 hours of support: 4 000 € (200 €per hour)
• 50 hours of support (6,25 days) : 8750 € (175 € per hour)
• 100 hours of support (12,5 days): 15 000 € (150 € per hour)
• 200 hours of support (25 days): 25 000 € (125 € per hour)

Credits are payable in advance, non refundable and valid for one year. After a period of one year, any remaining credits will expire.

6. CONDITIONS SPECIFIC TO VISIOMAPCLOUD (VISIOMAPEDITOR / VISIOMAPSERVER)

1. Hosting

In order to offer the best possible service quality to the Customer, the VisioMapCloud software suite and the map data are not installed in the Customer’s system or the users’ computers. They are hosted in the “Cloud” on VISIOGLOBE’s servers or in the servers of its subcontractors in Paris or in a capital close to the Customer. These servers are administered by VISIOGLOBE only, they are not shared with third parties. VISIOGLOBE reserves the right to migrate the Software and the map data to other servers at any time to continue guarantying the best possible service quality to the Customer.

The Customer shall appoint an administrator to whom an ID and a password shall be allocated. Said administrator shall be in a position to log on to VisioMapCloud in any place and at any time if he/she is in possession of his/her ID and password.

The use of VisioMapCloud requires access to a telecommunication network by the Customer. Said access shall be provided by a telecommunication operator selected by the Customer under its responsibility. The Customer shall be personally responsible for and bear all expenses for implementing, maintaining and connecting the various components of the configuration and of the telecommunication means necessary to access VisioMapCloud. An ASDL connection is required as a minimum baseline for a reactive use of VisioMapCloud.

2. Personal data protection

IDs and passwords shall be the only information concerning the accounts. VISIOGLOBE does not keep passwords in clear text in its databases. Accordingly, should the password be modified by the service user, he/she shall be the only person knowledgeable of the new password and any lost password shall require the creation of a new user account.

3. Specific right of use

Notwithstanding the provisions of Article 8 of these general conditions, VISIOGLOBE grants the Customer the right to use VisioMapEditor to modify the navigation maps produced by VISIOGLOBE only for his/her own needs.

4. Availability

VISIOGLOBE warrants the Customer an annual availability of VisioMapCloud of 95 % (hereinafter referred to as “Commitment of availability”). Said commitment includes maintenance and service improvement times.

Annual availability shall be calculated based on the following formula:

Availability rate = (TMA – TMI) x 100/TMA

TMY = Total number of minutes/year

TMU = Total, minutes of unavailability
VisioMapCloud shall be considered as unavailable when log on is denied by the VisioMapCloud hosting server, including during routine maintenance periods intended to improve performance, and the deployment of Updates or Upgrades. VISIOGLOBE shall inform the Customer within a reasonable period of notice and specify the type and duration of said work.

VisioMapCloud shall not be deemed unavailable when interruptions are due to:

• (i) events beyond the control of VISOGLOBE, particularly in case of force majeure or disruptions of the Internet;
• (ii) acts or omissions by the Customer or the Customer’s employees;
• (iii) failure of Customer’s equipment, software or technology;
• (iv) interruption of the service provided by VisioMapCloud ordered by a court or an administrative authority.

5. Remedy

Should the availability period of VisioMapCloud for a specific year be less than the commitment of availability, the Customer shall benefit from a 10 % credit note deductible from the amount of the subscription for the following year.

Should the Customer fail to fulfil its payment obligations, the Customer shall remain eligible for the credit notes. However, said credit notes may be issued only when the Customer complies with its payment obligations.

In order to benefit from a credit note, the Customer shall make a request thereof by e-mail sent to contact@visioglobe.com within 30 days as from the end of the year during which VISIOGLOBE failed to meet its commitment of availability. Failing this, the Customer shall be deemed to have waived said credit note.

Only VISIOGLOBE documents and data shall be used to calculate and assess availability times.

6. Duration

The right to use VisioMapCloud is granted to the Customer for a period of 1 (ONE) year. Said right shall be automatically renewed for successive periods with the same duration, unless said right is terminated by either party by registered letter no less than 60 days prior to the expiry of the current period or early termination as provided in Article 11 of these general conditions.

Said right is granted against payment by the Customer of the corresponding subscription, whose amount is stipulated in the Quote.

7. FINANCIAL CONDITIONS

1. Cost of Developments

The Developments or the Map shall be made for a fixed amount as stipulated in the Quote.

2. Subscription

In order to access the VisioMapEditor tool, the Customer shall pay for the subscription in advance. The yearly amount of said subscription shall be specified in the Quote. Said subscription shall take effect upon completion of the delivery of the Map and include the right to use VisioMapEditor, the Updates as well as the support services described above.

3. Payment conditions

Unless otherwise stipulated in the Quote, the payment conditions shall be as follows:

50 % when placing the order and 50 % upon delivery of the map creation by Visioglobe.

• The total subscription (yearly or monthly) to the VisioMapEditor tool shall be payable in full when placing the order.
• The total subscription to the SDK products shall be payable in full when placing the order.
• Trainings are payable at the end of it. If travel expenses are included they are charged on the basis of the real transport costs (payment receipts will be sent to customer as proof of purchase).

Prices are always understood before tax. VAT and all taxes applicable upon invoicing shall be added. Travel expense shall give rise to invoicing based on actual costs.

Invoices shall be paid to VISIOGLOBE by bank cheque, transfer or credit card within 30 days as from receipt of the invoice.

The link to access online payment is: https://visioglobe.com/payment/

Any late payment of the price shall give rise, without prior notice, to late interest three times as high as the legal interest in effect at due date, until full payment of all due amounts.

Furthermore, a fixed compensation of EUR 40 as collection charges shall also be due as from the day following the due date.

Any late payment in excess of 10 working days shall be notified in writing by Visioglobe to the Customer. The Customer shall then pay the corresponding amounts within 48 hours. Should the Customer fail to pay said amount within 48 hours, VISIOGLOBE shall disable VisioMapCloud’s access until effective payment of the due amounts. VISIOGLOBE shall then restore the service within 48 hours, after having noticed that the payment has actually been made.

8. INTELLECTUAL PROPERTY

All documents stemming from VISIOGLOBE, the Application, the Software, the optimised binary data format designed and used in the Software and the Application by VISIOGLOBE and, more generally, all the items made and provided by VISIOGLOBE in the scope of the performance of the Developments, likely to give rise to intellectual property rights, shall remain the property of VISIOGLOBE which may then use them for any purposes, particularly to integrate them into the standard version of solutions edited by VISIOGLOBE.

VISIOGLOBE hereby grants the Customer a non-exclusive and non-transferrable license for the following purposes:

• use of the Software (SDK products, VisioMapEditor, VisioMapServer, VisioPreview, VisioRouting, VisioNavigation and VisioPrint) and the Application exclusively in the scope of the project described in the Quote.

Accordingly, the Customer agrees to refrain from:

• reusing the whole or part of the Software and the Application for another project than that specified in the Quote;
• adapting, modifying, changing or arranging the Software or the Application in order to create or to market new or derived functions and/or a derived application or a new application;
• retranscribing or translating, either directly or indirectly, into other languages or modifying the Software or the Application, event partially;
• decompiling or performing reverse engineering on the Software, except in cases provided for by the French Intellectual Property Code and only for interoperability purposes.

9. DISCLOSURE

VISIOGLOBE and the Customer shall exchange Information during the performance of the order.

Unless the Party making the disclosure has previously been authorised in writing, each party shall endeavour to keep any Information confidential. When the aforementioned written authorisation is granted by the party receiving the request, said authorisation shall go along with a non-disclosure agreement with equivalent effect entered into between the third party and the party which requested the authorisation, prior to any disclosure of any of said information.

Each party agrees to have said commitment met by its employees and partners. The parties shall clearly inform their agents, advisors, affiliated companies and subcontractors that the information is confidential, and compel them to comply with said confidentiality. Each party shall remain liable vis-à-vis the other party for the consequences of any failure to comply with the non-disclosure obligation.

The parties hereby agree that their obligation of confidentiality shall not apply to the Information for which one party may prove:

• it was made available to the public before or after its transmission date, without said disclosure being due to said party.
• said party obtained said information lawfully from a third party authorised to transmit said information.
• said information has been transmitted upon order from a court or an administrative authority.

These obligations shall continue throughout the performance of Developments or of the Map and remain in force for 5 (five) years as from completion or interruption of the Developments or of the Map for which an order is placed.

10. LIABILITY

VISIOGLOBE shall be bound to an obligation of means for performance of the Developments or of the Map.

Therefore, VISIOGLOBE may be held liable only in case of misconduct from its part proven by the Customer.

VISIOGLOBE shall under no circumstances be held liable for any consequential damage for the Customer resulting from the performance of the Developments of the Map or of the operation of the Software or of the Application, such as business or financial loss, loss of customers, loss of brand image, loss of profits, loss of orders, any business disruption whatsoever or any third-party claim.

Notwithstanding the foregoing, it is hereby agreed between the parties that, in the event of misconduct proven by the Customer, VISIOGLOBE’s liability shall be expressly limited to the amount of the sums paid by the Customer with respect to the concerned order.

11. TERMINATION

Should either Party fail to comply with any of its contractual obligations, the other Party may put an end to an order within fifteen calendar days after sending a formal notice by registered letter with acknowledgment of receipt which remained unheeded, without prejudice to any damages which the latter might claim.

In the event of termination of an order, said order shall be closed out on the basis of the Developments performed or Software provided or the state of progress of the Map at the date of termination.

12. CONTRACTUAL DOCUMENTS

The contractual documents binding both parties shall only include the following documents, mentioned by decreasing order of priority:

• The Quote
• These general conditions

In the event of discrepancy between one or several stipulations mentioned in any of the documents, the next higher document shall prevail.

13. MARKETING

VISIOGLOBE shall be authorised to advertise the Application upon completion of the Developments or of the Map and to use the Customer’s corporate name as a marketing reference on any supports.

14. APPLICABLE LAW – ALLOCATION OF JURISDICTION

These general conditions shall be governed by French Law.

The courts of Grenoble shall have sole jurisdiction over any dispute related to the performance of an order if said dispute has not been amicably settled within one month as from its occurrence.