General Terms and Conditions

These General Terms and Conditions (GTC) govern the relationship between Almakom SA (hereinafter referred to as "Almakom") and its clients (hereinafter referred to as "Client").

1. Scope of Application and Validity 1.1 These General Terms and Conditions (GTC) govern the conclusion, content, and execution of contracts relating to the acquisition of complete computer systems, the development of specific software, as well as all other products and services subject to a business contract.

   1.2 The Client attaches the applicable GTC to its tender, which are deemed accepted by Almakom at the moment it submits a written offer.

   1.3 Any divergence from the offer with respect to the GTC must be explicitly indicated in the specifications or the offer and must—under penalty of invalidity—be mentioned in the contract.

1. Offer 2.1 The offer and demonstrations are free of charge. Any models and/or POCs (proof of concept) are billed separately by Almakom.

   2.2 If its offer differs from the Client's tender, Almakom explicitly indicates this.

   2.3 If Almakom does not specify a validity period for its offer, it is bound by it for three months from the date it was made.

   2.4 Before the contract is signed or the offer (order) is accepted in writing, either party may withdraw from negotiations without charge, subject to clause 2.3.

1. Products and Services The type, scope, and characteristics of the products and services correspond to the offer as accepted or resulting from the contract. The contract may refer to other documents.

1. Execution 4.1 The project is carried out using recognized management methods. Almakom regularly informs the Client about the progress of the work and obtains all required specifications. It also informs the Client of circumstances that may lead to a modification of the agreed services for technical or economic reasons. The Client provides Almakom with all the specifications it has and that are necessary for the execution of the contract in a timely manner.

   4.2 The parties mutually inform each other immediately of any event that could jeopardize the execution of the contract.

   4.3 The Client authorizes Almakom to access its premises as needed for the execution of the contract. In agreement with Almakom, the Client provides power supply and other necessary connections. It also provides the required space for storing equipment.

   4.4 The contract will specify any other obligations of the Client arising from its duty to cooperate with Almakom on a case-by-case basis.

   4.5 Almakom commits, for itself and its personnel, to respect the Client's operating instructions, particularly its access rules, to the extent that these have been communicated to Almakom before the contract was concluded or agreed upon later.

   4.6 Almakom may only engage third parties with the Client’s consent. The Client cannot refuse consent without valid reason; however, it is not required to disclose reasons that are confidential. Almakom remains responsible to the Client for the services provided by third parties it has engaged.

1. Documentation 5.1 Before the joint review conducted by the Client and Almakom, the latter provides the Client with the necessary instructions for the installation and operation of the delivered systems and software in a reproducible and usable form. The Client may specify the provision of maintenance documentation in its tender. Documentation for users will be written in French or English, as will the documentation provided to IT personnel.

   5.2 For applications related to accounting, the Client's auditors have the right to inspect the system documentation.

   5.3 The Client may reproduce and use the documentation for the purposes specified in the contract.

   5.4 When Almakom corrects defects, it also updates the documentation when necessary.

1. Training 6.1 Almakom trains the Client's staff according to the agreed terms.

   6.2 Almakom commits to providing this training for a period of five years from the receipt of the system.

1. Compensation 7.1 Almakom provides its services at fixed prices or based on actual costs according to the time spent and the agreed rates. The types of costs and rates applied are specified in the offer.

   7.2 Compensation is deemed to cover all services necessary for the execution of the contract, particularly installation costs, documentation, training, ancillary fees, license fees, packaging, transport, and insurance costs, as well as public duties (e.g., VAT) borne by Almakom, and anticipated recycling fees, which may be indicated separately.

   7.3 Invoices are issued monthly or according to the agreed payment schedule. Invoices are payable within 10 days of receipt.

   7.4 When the contract provides for partial payments (advance payments or deposits), the Client may request guarantees from Almakom in the tender.

   7.5 Compensation will only be adjusted for price increases if, and to the extent that, the contract specifies it.

   7.6 If Almakom calculates its compensation based on actual costs, it will accompany the invoice with a report specifying the services provided and the costs for each person involved in the project.

1. Modification of Services 8.1 The parties may request in writing—via the designated project managers—that a modification be made to the agreed services. If this is expected to impact costs or deadlines, Almakom will provide a supplementary offer within a period to be agreed. This offer will include an assessment of feasibility, a description of the additional services, and specify the impact on the overall project, particularly with respect to costs and timelines. It will also indicate whether the project must be partially or fully halted until a decision is made regarding the modification, and the impact of such a halt on compensation and completion deadlines.

   8.2 Unless otherwise agreed, Almakom will continue its work in accordance with the contract while the modification proposals are being reviewed.

   8.3 The modification of services, and where applicable, adjustments to compensation, timelines, and other contractual points, are agreed upon before execution in an amendment to the contract. Compensation adjustments are calculated according to the rate in effect at the time the modification is agreed. For changes that do not have a significant impact on the scope of services, compensation, or timelines, a modification record signed by the Client's and Almakom's responsible parties is sufficient.

1. Rights Regarding Custom Software 9.1 The rights regarding software developed specifically for the Client, including the program description, documentation, ideas, processes, and methods in written form or in a system-exploitable format, will be transferred to the Client. Both parties are free to use ideas, processes, and methods not protected by intellectual property law. Almakom provides the Client with software documentation before the joint review— or before any required partial payments— including an overview, data model, functions, and other documents.

   9.2 Intellectual property (patents) for inventions created during the execution of the contract belong to:

   • The Client for inventions made by its personnel;

   • Almakom for inventions made by its personnel or third parties it has engaged;

   • The Client and Almakom for inventions made jointly by their respective personnel or third parties engaged by Almakom.

   The parties waive the right to charge each other for licensing fees. They may transfer their rights or grant usage rights to third parties without the other party's consent.