General Terms and Conditions

Version effective October 1, 2026. Earlier versions are available on request. This is a translation: the French version prevails.

Purpose

These general terms and conditions (the “Terms”) govern all services provided by ISVTEC SARL (“ISVTEC”) to its business customers (the “Customer”): managed hosting, backup, disaster recovery, cybersecurity, DevOps missions, application development and maintenance, fractional CTO and any other service (the “Services”). They are the sole basis of the commercial relationship within the meaning of article L441-1 of the French Commercial Code and apply to the exclusion of any purchasing terms of the Customer. They do not apply to consumers.

Contract Documents

The contract between ISVTEC and the Customer (the “Contract”) consists, in decreasing order of precedence, of: any special conditions signed by both parties; the accepted quote or purchase order (the “Quote”); the schedules to these Terms; these Terms. No other provision, in particular in a purchase order or purchasing terms of the Customer, binds ISVTEC without the written consent of its managing director.

Orders

The Quote sets out the Services, their scope, their price and, where applicable, their minimum commitment period. It is valid for 30 days. The order is firm upon signature of the Quote, including electronic signature, or failing that upon payment of the first invoice or first use of the Services. It entails acceptance of the Terms in the version in force on its date, published on www.isvtec.com.

Scope

The Services cover only the scope written in the Quote. Any request outside that scope is quoted beforehand. In an emergency, an out-of-scope request made by an authorized contact of the Customer constitutes an order: it is billed on a time basis, at the hourly rate of the Quote or, failing that, at ISVTEC’s current rate, plus 100% outside business hours (Monday to Friday, 9 a.m. to 7 p.m., Paris time, excluding public holidays).

Performance

ISVTEC performs the Services through qualified engineers, in accordance with best practice, under a best-efforts obligation, save for the service levels set out in the schedule “Service Levels”. Requests and incidents are submitted through the client area support.isvtec.com, the official channel that serves as the record; where the Services include on-call, emergencies are also reported by phone. Planned interventions are announced in advance through the client area. ISVTEC may use subcontractors, for whom it remains responsible.

Customer Obligations

The Customer provides the necessary access, information and resources in due time; appoints one or more authorized contacts; informs ISVTEC in advance of any change to the scope made by itself or a third party (agency, developer, hosting provider); holds the rights and licenses to its software and content and is responsible for their lawfulness; backs up its data when the Services do not include backup; keeps the credentials entrusted to it confidential. ISVTEC is not liable for the consequences of a breach of these obligations by the Customer, nor for the actions of third parties working for the Customer.

Hosting Providers and Third-Party Services

Unless the Quote states otherwise, the Customer contracts directly with its hosting provider and other suppliers and keeps its access to them. ISVTEC is not liable for their failures. Where ISVTEC resells a third-party service, that third party’s terms apply to the Customer and any price increase is passed on after 30 days’ notice.

Prices

Prices are in euros excluding taxes, with VAT added at the applicable rate. Services supplied to a taxable customer established outside France are invoiced without VAT under article 259-1 of the French General Tax Code, the tax being self-assessed by the customer where applicable.

ISVTEC may revise the price of a subscription at any time by notifying the new price at least 30 days before it takes effect. A Customer who refuses it may terminate the subscription concerned on that date at no cost; otherwise the new price applies.

Invoicing and Payment

Subscriptions are invoiced monthly in advance; annual prepayment may be agreed in the Quote. Setup fees and missions are invoiced 50% on order and the balance on delivery; a mission lasting more than one month is invoiced monthly as it progresses. Time-based work is invoiced monthly.

Invoices are payable on receipt, without discount, by SEPA direct debit, the default payment method for subscriptions, or by bank transfer. For public buyers, the statutory payment period applies. Any dispute over an invoice must be substantiated and sent in writing within 15 days of its issue; the undisputed portion remains due on the due date.

Late Payment

Any late payment automatically entails, without prior formal notice: interest at the rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points; a fixed recovery fee of 40 euros (articles L441-10 and D441-5 of the French Commercial Code), supplemented on proof where actual costs are higher; immediate payability of all sums owed.

Eight days after a formal notice that remains unanswered, ISVTEC may suspend all or part of the Services, without suspending invoicing; existing backups are retained. Thirty days after that notice, ISVTEC may terminate the Contract automatically.

Term and Termination

A subscription starts on the date set out in the Quote, for any minimum commitment period stated there, then renews automatically from month to month. Either party may terminate it in writing, by an electronically signed termination form or by registered letter with acknowledgment of receipt; termination takes effect at the end of the calendar month following its receipt. If terminated before the end of the minimum commitment period, the monthly fees remaining until the end of that period are due. Setup fees and any month begun are non-refundable.

The Customer may cancel a mission in progress: the deposit is retained and work performed is billed on a time basis.

If a party commits a serious breach not remedied 15 days after written formal notice, the other party may terminate the Contract automatically, without prejudice to any damages.

Reversibility

ISVTEC never withholds the Customer’s access. When the Contract ends, it hands over the access, credentials and operating documentation it holds for the Customer’s scope. Any other assistance, in particular transfer to a new provider or data export, is billed on a time basis. The Customer’s backups and data held by ISVTEC are returned on request made before the Contract ends, then deleted 30 days after it ends, unless the law requires retention.

Acceptance of Missions

Mission deliverables are deemed accepted unless written, substantiated reservations are made within 5 business days of delivery, and in any event once put into production. Minor reservations do not prevent acceptance.

Service Levels

Response time (GTI) and recovery time (GTR) commitments are defined in the schedule “Service Levels”. The penalties set out there are in full settlement: they are the sole remedy for failure to meet those commitments.

Liability

ISVTEC is liable only for direct and foreseeable damage caused by its proven fault. Indirect damage is excluded, in particular loss of business, revenue, customers or data and reputational harm. ISVTEC’s total liability, on any ground, is limited to the amounts excluding taxes paid by the Customer for the Service concerned during the 12 months preceding the event giving rise to it; for a mission, to the price of the mission excluding taxes. These limits do not apply to gross negligence or willful misconduct, nor to personal injury. Any action against ISVTEC is time-barred one year after the event giving rise to it.

ISVTEC holds professional liability insurance covering its services.

Force Majeure

Neither party is liable for a failure caused by force majeure within the meaning of article 1218 of the French Civil Code, including a widespread failure of a hosting, energy or telecommunications provider. If the impediment lasts more than 30 days, either party may terminate the Contract in writing.

Intellectual Property

Specific developments made for the Customer are assigned to it once their price is paid in full. ISVTEC retains ownership of its methods, tools, know-how and generic components, which the Customer may use on a non-exclusive basis for the purposes of the Services. Open-source software remains subject to its license.

Confidentiality

Each party keeps confidential the non-public information received from the other and uses it only to perform the Contract. This obligation survives for three years after the Contract ends. A separate non-disclosure agreement may supplement it.

Personal Data

For personal data processed within the Customer’s scope, ISVTEC acts as processor, on the terms of the schedule “Personal Data Processing”. For its own customer relationship data, ISVTEC acts as controller, under its privacy policy published on www.isvtec.com.

Non-Solicitation

During the Contract and for 12 months after it ends, neither party may solicit or employ, directly or indirectly, an employee of the other party who took part in the Services, without the other party’s written consent. Any breach obliges the party at fault to pay the other an indemnity equal to 12 months of the person’s last gross salary.

References

ISVTEC may cite the Customer’s name and logo as a commercial reference, without any confidential information. The Customer may object at any time by writing to hello@isvtec.com.

Assignment

The Customer may not assign the Contract without ISVTEC’s written consent. ISVTEC may assign the Contract to any company that controls it, that it controls or that succeeds it, in particular by merger or transfer of business, by informing the Customer.

Communications and Evidence

The parties recognize the validity of exchanges by email and through the client area, and of electronic signatures. The logs of ISVTEC’s ticketing, monitoring and backup systems are binding between the parties unless proven otherwise.

Changes to the Terms

ISVTEC may amend the Terms. Each version is published on www.isvtec.com with its effective date. It applies to new orders on publication and to current subscriptions 30 days after notice to the Customer, who may terminate them before that date at no cost.

Governing Law and Disputes

The Contract is governed by French law. The French version prevails over any translation. Failing an amicable settlement within 30 days of written notice, any dispute falls under the exclusive jurisdiction of the courts of Paris, including where there are several defendants or third-party claims.

Schedule: Service Levels

The GTI runs from receipt of the monitoring alert or ticket until an engineer takes charge. The GTR runs from the same receipt until the service is restored, where applicable on the standby site.

Each hour begun beyond the GTR entitles the Customer to a credit of 10% of the monthly fee for the Service concerned, capped at 100% of that fee. The credit is granted on the Customer’s request made within 30 days of the incident and applied to the next invoice.

The GTR applies from the first successful failover test. It is suspended if the Customer postpones two consecutive test windows, or if no test has succeeded in 12 months, and reinstated at the next successful test.

The commitments do not apply to: application errors and actions of the Customer, its agency or its providers; simultaneous failure of both data centers; force majeure; announced maintenance; suspension for non-payment; data corruption or malicious encryption (ransomware), which replication propagates to the standby site and which only a restore from backup, not covered by the GTR, can address.

Schedule: Personal Data Processing

This schedule is the agreement required by article 28 of the General Data Protection Regulation (GDPR) and, where applicable, by equivalent regulations, in particular Quebec’s Law 25. The Customer is the controller, ISVTEC the processor.

Subject, duration and nature. ISVTEC processes the personal data present in the Customer’s scope for the term of the Contract, solely to perform the Services: hosting, administration, monitoring, backup, restore, maintenance and development.

Data and data subjects. Those the Customer processes within its scope, as it alone determines. The Customer does not host health data there without ISVTEC’s prior written consent.

Instructions. ISVTEC processes the data only on the Customer’s documented instructions: the Contract and the written requests of its authorized contacts. It informs the Customer if an instruction appears to infringe the regulations.

Personnel. Persons authorized to process the data are bound by confidentiality.

Security. ISVTEC implements appropriate technical and organizational measures, in particular encryption of backups at rest and in transit, named, restricted and logged access, and continuous monitoring of the scope.

Sub-processors. The Customer authorizes ISVTEC to use sub-processors, the list of which is provided on request. ISVTEC informs the Customer of any addition or replacement at least 30 days in advance; the Customer may object on legitimate grounds by terminating the Service concerned. ISVTEC imposes equivalent obligations on each and remains responsible for them.

Location and transfers. Backups made by ISVTEC are stored in the European Union. ISVTEC staff may administer the scope remotely from a country outside the European Economic Area, with the same security measures. Any disclosure of data to a third party established outside that Area is covered by an adequacy decision or by the European Commission’s standard contractual clauses.

Assistance. ISVTEC helps the Customer, as far as it reasonably can, to respond to data subject requests, carry out impact assessments and meet its security obligations. This assistance is billed on a time basis when it goes beyond the Services.

Data breaches. ISVTEC notifies the Customer of any personal data breach without undue delay and no later than 48 hours after becoming aware of it, with the information available to it.

Audit. ISVTEC makes available to the Customer the information needed to demonstrate compliance with this schedule. The Customer may have one audit per year carried out, at its own expense, by an independent auditor who is not a competitor of ISVTEC and is bound by confidentiality, with 30 days’ notice; the time spent by ISVTEC is billed on a time basis.

End of processing. When the Contract ends, the data is returned and then deleted as set out in the clause “Reversibility”.

ISVTEC SARL, share capital €7,500, 231 rue Saint-Honoré, 75001 Paris, France. Paris Trade and Companies Register B 448 752 543. EU VAT number FR 73 448 752 543.