GENERAL TERMS AND CONDITIONS FOR MARINE & OFFSHORE SOFTWARE LICENSE
1. DEFINITIONS
Words and phrases beginning with capital letters, whether used in the singular or the plural
form, shall have the meanings set out below:
Activation Key: means the computer file sent by Bureau Veritas to the Client necessary to
activate the Software ordered;
Bureau Veritas: means Bureau Veritas, having its registered office at 67/71 Boulevard du
Château, 92200 Neuilly-sur Seine, France;
Contract: means the General Terms and Conditions and the Subscription Form(s). If a
Maintenance service is ordered, the Contract also includes the Special Conditions of
Maintenance, to the exclusion of any other document;
Client: means the individual or the legal entity to which the right to use the Software is granted
in compliance with the Contract;
Data: means all the data, files and results collected, sent, received, uploaded, downloaded,
processed, transmitted and/or stored by the Client by means of the Software;
Day: means a working day under French law;
Development: means the updates and new versions of the Software, delivered by Bureau
Veritas in accordance with its discretionary roadmap and the Special Conditions of
Maintenance attached in “Schedule 1”;
Documentation: means the user documentation accompanying the Software which the Client
shall comply with.
General Terms and Conditions: means the terms and conditions set out in this document;
License: means the rights granted by Bureau Veritas to the Client to use one or more
Software(s) under the General Terms and Conditions. The License can either be a perpetual
License, an yearly renewable License, a fixed-term License or a trial License, depending on
the order placed by the Client.
Maintenance: means the service including (i) Repair of any Errors affecting the Software,
except in the case of an exclusion, (ii) support for users, and (iii) Software Development,
delivered in accordance with the Special Conditions of Maintenance attached in the Appendix
“Schedule 1”;
Repair: means diagnosis, repair and workaround services addressing any Errors affecting the
Software;
Software: means the computer program(s) developed by Bureau Veritas. Software may
require the acquisition by the Client of Third Party Software or other resources;
Solution: means, where appropriate, an application consisting of one or more Software
programs supplied by Bureau Veritas and Third Party Software acquired by the Client. The
scope of the Solution is defined in the Subscription Form expressly agreed by both parties or
any commercial offer issued by Bureau Veritas.
Special Conditions of Maintenance: means the document attached in “Schedule 1”;
Subscription Form: means the document issued by Bureau Veritas and signed by the Client
setting out the details of the Software and, if applicable, the Maintenance ordered by the
Client, subject to the General Terms and Conditions;
Territory: means the territory covered by the License. By default, the Territory shall be the
installation site, except otherwise mentioned in the Subscription Form, and subject to the prior
written consent of Bureau Veritas;
Third Party Software: means any software published by a third party included by the Parties
to the Solution. Third Party Software may be (i) supplied by Bureau Veritas or (ii) acquired
directly by the Client, under its liability;
Users: means the person(s) authorised by the Client, in compliance with the Contract, to
activate and use the Software under the License on the Client's behalf.
2. PURPOSE
The purpose of these General Terms and Conditions is to define the terms and conditions
applicable to the rights granted by Bureau Veritas to the Client to use one or more Software as
well as Maintenance services, provided that the Client ordered such services. The Client shall
order the License and Maintenance services jointly.
3. CONTRACT DOCUMENTS
The Contract constitutes the entire agreement between the Parties and supersedes and
replaces all previous documents concluded between them for the same purpose. The contract
documents are as follows, in increasing order of priority: (i) The General Terms and
Conditions, (ii) if appropriate, the Special Conditions of Maintenance, (iii) the Subscription
Form.
4. DURATION
The Contract shall come into effect on the date upon which Bureau Veritas agrees in writing to
the first Subscription Form signed by the Client.
The right to use the Software is granted from the date on which the Activation Key is activated
by Bureau Veritas, whether the Client uses it or not. If Bureau Veritas agrees exceptionally to
send an Activation Key before Bureau Veritas receives the Subscription Form, the Contract
shall then come into effect on the date the said Activation key is sent and the Client shall
undertake to sign and return the corresponding Subscription Form within a delay of seven (7)
days.
Each Subscription Form specifies the duration of the License related to the Software ordered.
If the Client orders other Software by means of subsequent Subscription Forms, the
corresponding User rights to the newly ordered Software shall start with effect from the
sending by Bureau Veritas of the corresponding Activation Keys, whether the Client activates it
or not. The first use of the Activation Key implies the Client’s tacit agreement to the present
General Terms and Conditions.
Bureau Veritas / GTC / TSMO / r01.11.2015
1. Perpetual License
A perpetual License is granted for the duration of the applicable intellectual property rights
under the French law subject to payment at the time the license is granted. A new Activation
Key is sent each year by Bureau Veritas at its sole discretion.
2. Yearly License
An yearly License is agreed for an initial fixed term of twelve (12) months, unless terminated by
one of the Parties with a notice sent by a registered letter with acknowledgement of receipt, at
least three (3) months before expiry of the initial term. If the License is renewed, a new
Activation Key will be sent by Bureau Veritas.
3. Fixed-term License
A fixed term License is granted for the duration specified in the Subscription Form. The Client
may however order a new License by means of a new Subscription Form. The Activation Key
is valid for the full duration of the License.
4. Trial License
A trial License may be granted by Bureau Veritas for a period of up to ninety (90) days. At the
end of the trial period, the Client is free to either sign a Subscription Form, or terminate its
contractual relation with Bureau Veritas.
5. ORDERS
Every Subscription Form shall detail the Software designation, type, purpose, nature, number,
version and duration of the License, the Client's full and exact address, and the cost of the
order. The Subscription Form may also include details of Third Party Software supplied by
Bureau Veritas. If applicable, the Subscription Form may include optional services.
The Client shall sign the Subscription Form and return it to Bureau Veritas. Failing receipt of
the signed Subscription Form, Bureau Veritas shall be under no obligation to the Client.
The signature of the Subscription Form by the Client represents acceptance of the General
Terms and Conditions, to the exclusion of any of the Client's conditions of purchase. The
General Terms and Conditions as amended from time to time are binding on the Client
throughout the period of use of the Software.
6. CONFIGURATION FOR USE
The recommended configuration for use of the Software shall be communicated by Bureau
Veritas. The Software shall be used only in a configuration complying with Bureau Veritas'
Documentation, on the declared sites and for the declared purposes. In the event of a
modification to the initial configuration for use, the hardware and/or a change of site, the Client
shall inform Bureau Veritas as soon as possible by registered letter with acknowledgement of
receipt. Bureau Veritas will inform the Client of any consequences arising from the change to
the conditions of use, whether technical or financial. Failing such notification, Bureau Veritas
shall not be responsible for the operation or performance of the Software or for the
performance of any guarantee or Maintenance obligations.
In the event of a change to the hardware on which the Software is installed, the Client shall
immediately inform by registered letter with acknowledgement of receipt Bureau Veritas who
may send a new Activation Key to enable the Client to reinstall the Software on equivalent
hardware meeting the requirements for the Software. In such event, the previous key shall not
be used anymore and shall be definitively deleted from any Client’s hardware. The provision of
this new Activation Key does not modify the initial duration of the contractual relation.
7. ACCESS TO THE SOFTWARE
The Client shall download the Software from the on-line platform of Bureau Veritas or by any
other means communicated by Bureau Veritas.
Any connection to and/or use of the Software with the Customer's user Activation Key shall be
deemed to be made irrefutably by the Customer. The user’s Activation Key provided by Bureau
Veritas to the Customer is confidential, unique, personal and non-transferable. The Customer
alone is responsible for identification, security and use of the Activation Key in compliance with
these General Terms and Conditions. In case of loss or theft of the Activation Key, the
Customer will immediately inform Bureau Veritas of this by fax or e-mail, with
acknowledgement of receipt, so that Bureau Veritas can disable access.
8. CLASSIFICATION OF LICENSES
The Subscription Form identifies the Licenses ordered by the Client according to the following
criteria:
Type of the License Designation
Trial License EVAL
Perpetual License PERP
Yearly renewable License YLC
Fixed term License FTL
Purpose of the License Designation
Commercial License COM
Non-Commercial License (Educational
EDUC
purpose)
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 Nature of License Designation
Node-locked (local) LOCAL
Network License (floating) NETWORK
Non-Commercial Licenses are strictly limited to educational and research purposes of
institutions. Therefore, the Client shall not distribute, exploit or sale the Software, nor disclose
any data or document resulting from the Software.
Commercial Licenses are granted for business purposes.
Local Licenses are valid for a single IT station and the Subscription Form lists the number of
Users for whom the Client orders Licenses.
Network Licenses shall be valid for a single server. The Subscription Form shall define the
number of Users allowed to use the Software simultaneously.
Trial License: Bureau Veritas may grant the Client a trial Licence strictly limited to the testing of
the Software during the period specified by Bureau Veritas. The Customer shall therefore
refrain from using the trial License for any commercial purpose whatsoever. At the end of the
trial period, the Customer may order a License. At the end of the specified trial period, the
Activation Key shall be deactivated and the Client shall uninstall the Software.
Licenses are granted for the installation site unless otherwise specified in the Subscription
Form.
9. INSTALLATION OF THE SOFTWARE
The Client shall upload and install the Software, under its own responsibility, in accordance
with online instructions provided by Bureau Veritas. The Client shall have a period of three (3)
Days from receipt of the Activation Key to check whether the Software is operating properly. In
the event of any difficulty, the Client may benefit from remote start-up assistance from Bureau
Veritas, on condition that the Client notifies such difficulty to Bureau Veritas within the period of
three (3) Days, and uses an internet connection which allows Bureau Veritas to connect to the
Software for e-maintenance. Start -up assistance is free.
If start-up assistance does not resolve the problem notified by the Client, Bureau Veritas may
consider an on-site intervention. Any travel and subsistence costs incurred by Bureau Veritas
shall be subject to additional fees and invoiced to the Client, with evidence of expenditure.
10. THIRD PARTY SOFTWARE
The Client may use the Software in interaction with a Third Party Software. The Client shall
be responsible for obtaining all rights to interface, integrate and use the Third Party Software
with the Software, in particular for the purpose of increasing the operational functionality of
the Software. Should the Client fail to obtain such rights, Bureau Veritas shall not provide
integration services. Bureau Veritas shall approve in writing the Third Party Software and set
out the methods of integration and the escalation procedures required in the event of
malfunctions of the Third Party Software. Bureau Veritas reserves the right to refuse at its
discretion to integrate a Third Party Software program into its Software, in particular in the
event of technical incompatibility or risk on the Software. Bureau Veritas may integrate Third
Party Software subject to (i) prior authorization from the Third Party Software editor, (ii)
Bureau Veritas’ proposal (ii) a subscription form specific to this integration service based on
a prior estimation of the costs of integration issued by Bureau Veritas.
The Client shall be held responsible for the conformity, the operation, the performance, the
interoperability or the maintenance of Third Party Software.
11. MAINTENANCE OF THE SOFTWARE
Maintenance services are subject to the Special Conditions of Maintenance.
12. ADDITIONAL SERVICES
Additional services, such as integration of the Software into a wider application, management
of the interface with other applications, functional adaptations, start-up assistance, migration,
training, or customisation are subject to a separate contract.
13. AUDIT
Bureau Veritas may, twice (2 times) a year, audit the installation and use of the Software, in
order to check the Client's compliance with the Contract. The audits shall be undertaken by
Bureau Veritas or by any group of auditors designated by it.
The audit shall cover all the Client's information systems, the management of the Activation
Keys, the installation and use of the Software by the Client and Users. The audit shall take
place on the dates notified by Bureau Veritas by a registered letter with acknowledgment of
receipt or equivalent. When intervening on the Client's premises, the auditors undertake to
comply with internal rules and with any instructions from the Client on access and security. The
Client shall put all the necessary efforts to cooperate with the auditors.
The audit report shall be sent by Bureau Veritas to the Client. In the event of any identified
variance with the Contract and thus the non-authorised use of the Software, the Client
undertakes to pay any additional fees within thirty (30) days from receipt of Bureau Veritas’
demand to do so. Payment shall be according to the price rate applied by Bureau Veritas on
the date the demand is made.
14. UNDERTAKINGS BY THE PARTIES
Bureau Veritas shall supply Licenses and Maintenance in accordance with good practice. The
dates and timescales indicated in the Subscription Form are indicative: under no
circumstances shall any delay by Bureau Veritas give rise to the application of a penalty or a
deduction from an invoice.
Bureau Veritas shall not take any responsibility for any services of installation, integration,
deployment, hosting of the Software, training, or support which may be entrusted by the Client
to a third party supplier or delivered by the Client itself. In any event, the Client shall comply
with the technical requirements supplied by Bureau Veritas, with the Software Documentation
and the terms and conditions of the Contract.
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Bureau Veritas / GTC / TSMO / r01.11.2015
The Client undertakes to cooperate actively with Bureau Veritas, and to this end to make
available to Bureau Veritas any material or resources relevant to the delivery of the Licenses
and/or Maintenance and to provide access to its premises, data, documents, files, information
and programs used for the purposes of the Contract.
15. FINANCIAL CONDITIONS
The prices for the Software and Maintenance services are set out in Euros in the Subscription
Form. They are net and exclude any tax value added.
Invoices shall be addressed to the Client's registered office. Each Subscription Form shall
include details of the payment schedule. Unless otherwise specified, invoices shall be payable
thirty (30) days from the date of the invoice.
Any recurrent payment specified in the Subscription Form is subject to revision each year on
31 December, by application of the formula: "Pn = Pn-1 (S1 / S0)" For the purpose of the
formula, "Pn" represents the amount of the payment due after revision, "Pn-1" represents the
amount of the previous payment, "S0" represents the last SYNTEC index published as at the
date of the previous revision or the original index (the last published on the date of signature of
the Subscription Form) and "S1" represents the SYNTEC index published as at the date of the
revision
Commercial License shall be the subject of a single lump-sum payment, specific to the order,
except in the exceptional event of payment by instalments specified in the Subscription Form,
as agreed by Bureau Veritas.
Non-commercial License are not subject to fees.
In the event of an on-site intervention, travel and subsistence fees incurred by Bureau Veritas'
personnel shall be the subject of additional invoices.
Late payment penalty due to Bureau Veritas by the Client is set to three (3) times the French
legal interest rate. The application rate is the rate in force on the first Day following the due
date of the invoice. In addition, the Client will owe a lump-sum indemnity of forty (40) Euros for
the costs of recovery which shall not constitute a discharge of the debt. In case of persistent
delay of more than fifteen (15) days from the due invoice date, all invoices issued by Bureau
Veritas shall become due.
16. INTELLECTUAL PROPERTY
Bureau Veritas is and shall remain the sole owner of all rights relating to the Software
programs, including their Documentation, names, logos, trademarks, know-how, methods and
tools, and any Development of the Software and databases.
Bureau Veritas shall have sole and exclusive ownership of all right, title, and interest in and to
the Licensed Software and all modifications and enhancements thereof (including ownership of
all intellectual property rights pertaining thereto), and all copies thereof in any medium, subject
only to the limited license rights expressly granted to the Client herein by Bureau Veritas. No
use of the Licensed Software by or on behalf of the Client or its Users shall result in the Client
or any of its Users obtaining any copyright or other right or title in the Licensed Software.
No right is conferred upon the Client to make modifications to the Licensed Software. In the
event the Client desires a modification to any of the Licensed Software, the Client shall inform
Bureau Veritas in writing. The Client shall have the right, in its discretion, to make or decline to
make such desired modification. All modifications to the Licensed Software shall be owned by
Bureau Veritas and shall be included within the scope of the License rights granted herein.
For the sole purpose of the Contract, Bureau Veritas grants the Client the right to use the
Software. This right is personal, non-assignable, non-transferable, non-exclusive and is
granted for the duration and the Territory specified in the Subscription Form. The Client may (i)
install and reproduce the Software as specified in the Subscription Form and use the Software
in the location(s) identified in the Subscription Form and (ii) use, operate, display the Software
in accordance with the Client’s requirements and the Contract.
The Client shall therefore refrain and shall instruct Users to refrain from proceeding to (i) any
temporary or permanent reproduction of the Software not complying with the Contract,
notwithstanding a back-up copy provided for in Article L.122-6-1 of the French Intellectual
Property Code, (ii) any circulation, distribution, rental, marketing, sub-licensing, assignment or
transfer directly or indirectly of the Software for the benefit of a third party or of the public,
whether or not for payment, (iii) any modification, adaptation, translation or development of the
Software, (iv) any interfacing or integration with other Bureau Veritas products or third party
products (v) any decompilation whatsoever of the Software, without the prior written agreement
of Bureau Veritas.
The right of use is solely granted to the Client’s Users, to the exclusion of any third party.
However, Bureau Veritas may authorise the Client to temporarily transfer its right of use on a
commercial License to a Client’ sub-contractor. The subcontractor shall be authorised in
advance in writing by Bureau Veritas, on its assessment. In any event, the Client shall remain
entirely responsible for any action, command or processing undertaken on the Software or the
Data by its authorised sub-contractor.
The Client undertakes to mention Bureau Veritas as the owner of the Software on all materials
for using the Software by the Client, and undertakes more generally to refrain from any act
which could directly or indirectly infringe Bureau Veritas’ rights. The Client shall provide Users
with all information and take any preventive measures to avoid any infringement of Bureau
Veritas’ rights.
The Client acknowledges that all intellectual property rights related to the performance of the
Contract, including but not limited to the names, service marks, trademarks, inventions, logos
and copyrights of Bureau Veritas and its affiliates are and shall remain the sole property of
Bureau Veritas or its affiliates and shall not be used by the Client except solely to the extent
that the Client obtains the prior written approval of Bureau Veritas and then only in the manner
prescribed by Bureau Veritas.
The Client is and shall remain the sole owner of the Data, its trademarks, logos, as well as its
own information system, which it operates under its sole responsibility.
17. GUARANTEES
17.1 IP guarantee
Bureau Veritas warrants that it holds all the necessary intellectual property rights necessary for
it to supply the License to the Client. Accordingly, Bureau Veritas agrees to indemnify the
Client from and against all claims incurred by the Client arising out of or in connection with any
third party claim or third party action that the Software developed by Bureau Veritas infringes
that third party’s intellectual property rights enforceable in the country in which Bureau Veritas
delivers and the Client is authorised to receive and use the Software (“IPR Claim”). If Bureau
Veritas receives prompt notice of an IPR Claim from the Client that, in Bureau Veritas’
reasonable opinion, is likely to result in an adverse ruling, then Bureau Veritas shall promptly
at its option (i) obtain the rights for the Client to continue using such Software or for Bureau
Veritas to continue performing the Services, (ii) modify such Software to make it non-infringing,
(iii) or replace such Software with a non-infringing equivalent. Bureau Veritas shall be
responsible for engaging counsel for such defense and shall bear all the reasonable costs and
expenses herein.
The Client shall not use Bureau Veritas’ name in connection with any IPR Claim without
Bureau Veritas’ written consent.
Notwithstanding the above, this guarantee shall not apply for any IPR Claim arising from (i)
modifications of or additions to Software that were not performed by or on behalf of Bureau
Veritas, (ii) the combination, operation, or use of such Software in connection with a third party
product or software (provided the combination of which causes the claimed infringement), (iii)
any use of the Software not in accordance with general office use and the purpose of this
Contract and/or (iv) Bureau Veritas’ compliance with the Client’s written specifications or
directions, including the incorporation of any software or other materials or processes provided
by or requested by the Client (v) open source components that may be integrated into or used
within the Software (vi) any exclusions of maintenance and/or liabilities stipulated in the
Contract (vii) Third Party Software.
THIS ARTICLE 17.1 SETS FORTH THE ENTIRE LIABILITY OF BUREAU VERITAS WITH
RESPECT TO INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
17.2 Commercial Guarantee
Unless otherwise specified in the Subscription Form, the Software is covered by a commercial
guarantee of twelve (12) months, starting when a License other than a trial License enters into
force. During this period, the Client shall notify Bureau Veritas in writing any defect of the
Software it becomes aware of. Bureau Veritas shall make its best efforts to correct such
defects.
17.3 Exclusion of guarantee
Except to the extent provided in articles 17.1 and 17.2, it is expressly agreed that access to
and use of the Software is provided as is and without any guarantee of any kind whatsoever
whether express or implicit, including although not limited to, implicit guarantees of conformity
or fitness to a particular use, or any level of service.
The Client is informed and accepts that Bureau Veritas cannot guarantee that the Software will
operate without interruption or error and shall not be held liable for any of these matters. The
Client therefore undertakes to ensure the security of its IT system, applications and Data, and
to implement any relevant regular back up.
18. CONFIDENTIALITY
All information, whether of a technical or a commercial nature, provided by Bureau Veritas in
connection with the Contract shall be treated as confidential by the Client and shall not, without
Bureau Veritas’ prior written consent, be disclosed by the Client to any third party and used by
the Client for advertisement, display or publication or for any other purpose than what is
necessary for the proper performance of its obligations under the Contract.
The Client shall not to use Bureau Veritas’ confidential information other than to exercise rights
and duties under the terms of the Contract. The Client shall inform its employees and
subcontractors about confidentiality of the Bureau Veritas’ confidential information. The Client
further warrants that its employees, subcontractors or suppliers are bound by obligations not
less stringent than the terms of this article 18.
Notwithstanding the foregoing, the Client does not have any confidential obligation regarding
information which (i) has or shall fall into the public domain independently of any fault, (ii) is
developed independently by the Client, (iii) was known by it before disclosure of the
information by Bureau Veritas, (iv) was legitimately received from a third party which was not
subject to the obligation of confidentiality or (v) had to be disclosed by virtue of the law or of a
court order.
The obligations of confidentiality shall remain in force five (5) years after expiry of the Contract.
The Client shall return all copies of documents and activation keys containing Bureau Veritas’
confidential information on termination of the Contract for whatever cause.
19. LIABILITY
Bureau Veritas shall only be liable vis-à-vis the Client in case of proven fault and for the
consequences resulting from direct damage to the exclusion of any consequential or indirect
damages, such as, without this list being exhaustive, loss of profits, loss, inaccuracy,
corruption, destruction, disclosure, cost of reconstituting Data, industrial or commercial
prejudice, loss of turnover or profit, loss of customers or assets, loss of opportunity, the cost of
obtaining a substitute product, service or technology, or the destruction of property related to
or arising from failure to execute or improper execution of the Contract.
In addition, Bureau Veritas shall not be held liable for any damage or prejudice caused by the
Third Party Software, the Software of the Solution resulting from development, operation,
performance, and interoperability with the Software, maintenance and/or use of the Third Party
Software or the Solution.
In any event, Bureau Veritas shall only be liable for a sum equivalent to the amount of fees
paid by the Client to Bureau Veritas in respect of the services that give rise to Bureau Veritas’
Bureau Veritas / GTC / TSMO / r01.11.2015
liability. Any claims against Bureau Veritas beyond a period of one (1) year after the
occurrence of an event for which damages may be claimed shall be waived.
The Client is fully responsible for its Users using the Software and for any loss resulting from
any action made by Users or any third party against it relating to access, use and disclosure of
Data.
The Client is also fully responsible for the decisions taken in connection with the Software’s
results. Such results shall not imply in any way whatsoever any certification, validation or any
undertaking from Bureau Veritas.
The Client shall be liable for the lawfulness, quality, integrity, comprehensiveness and
relevance of Data collected, established, sent, received, uploaded, downloaded, processed,
transmitted or stored by means of the Software.
20. TERMINATION
A perpetual license may be terminated by either party giving the other a six (6) months prior
notice sent by registered letter with acknowledgement of receipt.
An yearly renewable License may be terminated by either party giving the other a three (3)
months prior notice sent by registered letter with acknowledgement of receipt before the expiry
of the contractual period in effect.
A fixed term License is firm and irrevocable until the expiry date specified in the Subscription
Form.
Shall the Client wish to terminate the contractual relation before its expiry, the Client remains
fully responsible for the total cost of the services ordered through the Subscription Form, and
no reimbursement may be claimed.
Bureau Veritas may terminate the Contract without the Client being able to claim payment of
any compensation whatsoever, in the event that (i) the Client has breached any provision of
the Contract, and provided Bureau Veritas has requested the Client by written notice (including
electronic mail), to fulfil its obligations or cure the breach within a period of thirteen (30) days.
No additional notice shall be required to terminate the Contract, (ii) failure of the Client to pay
any amount on the due date and remains in default not less than fifteen (15) days from the
date on which it is due, (ii) infringement of Bureau Veritas' intellectual property rights or (iii)
damage to Bureau Veritas' brand image, its products, services, or customers, without prejudice
to any proceedings which Bureau Veritas may take (iv) in the event that the Client is being or
has been dissolved, liquidated or is making or has made an assignment for the benefit of
creditors, or, subject to any applicable mandatory rules concerning bankruptcy laws, whenever
Vendor is being or has been adjudicated as bankrupt, is placed in receivership or in safeguard,
or has taken the benefit of any insolvency law or similar law providing protection against
creditors or, (iii) in the event of any change in the Client’s control structure, given that the
Client shall inform Bureau Veritas of any change in its control structure in a timely manner.
Termination of the Contract shall automatically lead to termination of Maintenance.
Upon termination for any reason, the Software shall be uninstalled from any device and the
Activation Key shall be either returned to Bureau Veritas or destroyed by the Client subject to
confirmation in writing by the Client to Bureau Veritas that it has been destroyed.
21. NON-SOLICITATION
Each party agrees not to hire, solicit, or accept solicitation (either directly or indirectly) from,
the employees of the other Party directly involved in the Agreement, during the term hereof
and for one (1) year thereafter, except as the Parties may agree on a case-by-case basis. The
foregoing does not affect the rights of either Party’s employees to apply for a position within
the other Party’s organization.
In the event that one of the Parties fails to comply with this obligation, that party shall
compensate the other party by paying immediately and on request a lump sum equal to twelve
(12) times the monthly gross salary of the employee.
22. MISCELLANEOUS
The Client shall not assign, transfer or subcontract the whole or any part of the Contract to a
third party without the prior written consent of Bureau Veritas. Bureau Veritas may assign,
transfer or subcontract, the whole or any part of the Contract to an affiliate, without the prior
written consent of the Client.
In the event that one or more provisions of these General Terms and Conditions would be
considered invalid, inapplicable or unenforceable by any court of competent jurisdiction, the
remaining provisions hereof shall remain valid unless otherwise specified by that court. The
Parties nevertheless agree that, in such a case, they will negotiate in good faith replacement
provisions which will be (i) valid, enforceable and binding and (ii) in accordance with the
original intent of the Parties.
The failure of either Party to claim a commitment by the other Party to any of the obligations
set out herein cannot be interpreted in the future as a waiver of the obligation in question.
In the event of force majeure, the obligations of the Parties shall be suspended for the duration
of this event. Explicitly, are considered as cases of force majeure those usually held to be such
in the jurisprudence of French courts. Initially, cases of force majeure shall suspend the
execution of the Contract. If the force majeure continues for more than one (1) month, this
Contract will be terminated by written notice sent by RAR either party, unless otherwise agreed
between the Parties.
The Contract is subject to French law. ANY DISPUTE ARISING OUT OF, OR IN CONNECTION WITH
THE VALIDITY, INTERPRETATION, PERFORMANCE, NON-PERFORMANCE OR TERMINATION OF THE
CONTRACT, THE SOFTWARE OR THE SERVICES WHICH IS NOT RESOLVED AMICABLY BETWEEN
BUREAU VERITAS AND THE CLIENT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE
COMPETENT COURT OF PARIS, FRANCE.
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 SCHEDULE 1
SPECIAL CONDITIONS OF MAINTENANCE OF MARINE & OFFSHORE SOFTWARE
The signature by the Client of the Subscription Form implies acceptance without reservation of
these Special Conditions. The Special Conditions of Maintenance are governed by the General
Terms and Conditions for marine & offshore software license.
1. DEFINITIONS
In addition to the words and phrases defined in the General Terms & Conditions, the following
terms beginning with a capital letter, whether used in the singular or the plural form, shall have
the meanings set out below:
Anomaly: means any malfunction or bug affecting the functioning of a Software program or
Third Party Software.
New Version: means any version of a software program including a substantial modification of
existing functions, one or more Developments or new functions and where appropriate
integrating updates performed since the previous version;
Special Conditions: means the terms and conditions concerning maintenance services, which
are set out in this document;
Support: means the delivery of technical and functional assistance for the use of the
Software, but excludes any operation or use of the Software directly by Bureau Veritas;
Update: means any change to a Software program not involving a substantial modification.
2. PURPOSE
The purpose of these Special Conditions is to set out the terms and conditions under which
Bureau Veritas shall provide to the Client Maintenance Services, including Software Support,
Repair and Development and where appropriate, the escalation procedure for defects affecting
Third Party Software included in a Solution.
3. DURATION
The Contract shall come into effect on the date upon which Bureau Veritas agrees in writing
(including by electronic email) to the Subscription Form signed by the Client. The Contract
shall continue for an initial fixed term of twelve (12) months. On expiry of the initial period, the
Contract shall be renewed by tacit agreement for further periods of twelve (12) months, unless
terminated by either party giving the other party a three (3) months prior notice sent by
registered letter with acknowledgement of receipt before expiry of the contractual period in
effect.
4. SUPPORT
The Client may request from Bureau Veritas Support services in relation to the use of the
Software. The objectives of Support services are to give a good understanding of the
functionalities of the Software and how it can be used. Repeated requests for Support may
be subject to additional training services, subject to Bureau Veritas’ discretion and additional
fees.
5. CORRECTIVE MAINTENANCE
5.1 Notification of Anomalies
The Client shall send Bureau Veritas a complete and accurate notification of the Anomaly and
the circumstances in which it has occurred, either by email, telephone or via a monitoring
platform if applicable. Bureau Veritas may respond to the Client's notification from Monday to
Friday, from ten a.m. (10) to sixteen p.m. (16) (Paris time), during working Days, except on
French public holidays.
The Client acknowledges that its collaboration is essential and undertakes to promptly respond
to all questions from Bureau Veritas. Any delay, inaccuracy on the part of the Client as well as
any failure of notification, shall exonerate Bureau Veritas from its liability.
Upon receipt of the notification, Bureau Veritas shall initiate the diagnosis of the defect to
determine whether it represents an Anomaly or a defect external to the Software. Only
Anomalies classified by Bureau Veritas as such are covered by Maintenance.
5.2 Services
Bureau Veritas shall correct or bypass Anomalies either in the form of a patch or an Update. If
a dispute arises, Bureau Veritas’ logs and records shall be accepted as evidence of the
notifications received and the reparations performed, as well as any other evidence.
Any timescale indicated by Bureau Veritas for its intervention is strictly indicative. Bureau
Veritas may at its sole discretion, either (i) give the Client the necessary instructions to correct
Anomalies by telephone or (ii) carry out an e-maintenance intervention on the Software.
For the purposes of e-maintenance, the Client shall communicate all access codes and
precautions required for remote access to its information system and to the Software and
take all necessary precautions, in particular back-up of its data.
Exceptionally, Bureau Veritas may decide an on-site intervention. The Client undertakes to
authorise Bureau Veritas to access its site and its information system. Any travel and
subsistence costs incurred by Bureau Veritas shall be invoiced to the Client, with evidence of
expenditure. The dates of the intervention shall be agreed in writing between the Parties.
5.3 Maintenance Exclusions
Under no circumstances shall Bureau Veritas be held liable for (i) any use of the Software
not complying with its purpose, its Documentation, this Contract, the terms and conditions of
the editor related to the Third Party Software, or Bureau Veritas' recommendations (ii)
technical failure of the Client, (iii) refusal by the Client to collaborate with Bureau Veritas in
the resolution of Anomalies, (iv) refusal by a third party publisher to collaborate with Bureau
Veritas in the resolution of Anomalies, (v) incompatibility between the Software and new
hardware or software introduced by the Client without prior authorization by Bureau Veritas,
(vi) contamination of the Client's IT system by a virus, (vii) hacking or fraudulent intrusion into
the Client's IT system, (viii) malfunction of Third Party Software not corrected by its publisher
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and (ix) more generally any voluntary act damage, fraud or sabotage by the Client or a third
party, or any damage due to a case of force majeure.
In the event that the Client modifies its IT system or adds new Third Party Software, the
Client shall inform Bureau Veritas in writing in advance of such change(s), should the
modification have an impact on the operation of the Solution or the performance of the
Maintenance. Bureau Veritas shall inform the Client of any pricing consequence for
Maintenance of the Software resulting from any modification of the Client's system. In the
absence of any information by the Client related to any modification if its system, the Client
acknowledges that Bureau Veritas shall not be held liable for the operation of the Solution
and performance of the Maintenance.
6. EVOLUTIVE MAINTENANCE
Bureau Veritas shall supply Updates and New Versions of the Software in accordance with
its roadmap. The Client undertakes to connect regularly to the Bureau Veritas’ website to
download and install New Versions published. The Client acknowledges that Bureau Veritas
shall only provide Maintenance services for the penultimate version of the Software (n-1), for
a period of twelve (12) months from the date of release of the latest version (n).
The Client shall download and install New Versions and Updates. It is the Client’s
responsibility to proceed to any modifications required to its IT system or Third Party
Software.
Maintenance does not include development, specific functional or technical adaptation of the
Software, the upgrading of Third Party Software in the event of Development of the Software,
or the upgrading of the Software in the event of development of Third Party Software. Any
intervention for the purposes of facilitating the interoperability of the Software with Third Party
Software not supplied by Bureau Veritas is excluded from the scope of Maintenance and
evolution the Software. However, the Client may order additional services to Bureau Veritas,
subject to additional fees.
7. THIRD PARTY SOFTWARE
Bureau Veritas shall not be liable for any delay or defects due to Third Party Software
embedded in the Solution, or if a defect causes an Anomaly to the Software. In any event,
Bureau Veritas shall not correct or bypass the Solution or the Third Party Software without
the prior written authorization from the third party publisher.
7.1 Third Party Software supplied by Bureau Veritas
Bureau Veritas may offer the following services as part of Maintenance:

Support (by telephone) related to the Third Party Software;

Diagnosis of a persistent defect affecting the Third Party Software;

Escalation of the notification of an Anomaly to the third party publisher.
No service level or option offered by a third party is enforceable on Bureau Veritas. Bureau
Veritas commitments are strictly limited to these terms and conditions.
7.2 Third Party Software supplied by the Client
Bureau Veritas does not provide any guarantee related to the Third Party Software supplied
by the Client. However, if the Client wishes Bureau Veritas to receive notifications of defects
relating to such Third Party Software, the Client shall transfer to Bureau Veritas all the
contractual information, functional and technical documentation on the Third Party Software,
in addition to the contact details of the Third Party Software publisher's support service.
In this context, Bureau Veritas may offer the following services:

Support (by telephone) for the Third Party Software;

Diagnosis of a persistent defect affecting the Third Party Software;

Escalation of the notification of an Anomaly with the third party publisher.
Bureau Veritas may offer, subject to additional fees, any service for compatibility between its
Software and Third Party Software supplied by the Client. However, Bureau Veritas may
offer a data conversion service to enable a dialogue between the Software and the Third
party Software or even, at its discretion, include a subsequent compatibility development in
its Software roadmap.
8. FINANCIAL CONDITIONS
For a perpetual License, Maintenance fees are not included in the License fees and shall be
subject to additional invoicing from the 2nd year of the License.
For a fixed-term License or a renewable annual License, Maintenance fees are included in
the License fees.
9. TERMINATION
In accordance with the provisions of the General Terms and Conditions, the Client may
terminate the Special Conditions of Maintenance without giving rise to the termination of the
Contract, and in particular, to the License whereby the Client has acquired the right to use
the Software.
Upon termination of the Maintenance services, the Client may use the License until its
termination, but shall not benefit anymore from Maintenance services. However, the Client
may issue an order for Maintenance provided that the Client (i) installs the latest version of
the Software in order to reactivate Maintenance and (ii) pays a reactivation fee equivalent to
the cost of Maintenance for the entire period between its non-renewal (or its termination) and
its reactivation, at the rate applicable by Bureau Veritas on the date of the request for
reactivation.