General Terms and Conditions of Sale

General terms and conditions of sale and service of Halentra

Last Update

Updated on 02/01/2026

PREAMBLE

The simplified joint-stock company (SAS) "HALENTRA," registered with the Paris Trade and Companies Register under number 999 875 321, having its registered office at 60 rue François 1er, 75008 Paris, France.

HALENTRA specializes in assisting companies with their digital challenges by offering strategic consulting, audit, training, implementation, and integration services for software solutions, as well as the distribution of Solutions published by third-party partners, for which HALENTRA acts exclusively as a distributor and/or integrator.

1. DEFINITIONS

The following words and expressions, whether in the singular or plural, are used in these GTC with the following meanings:

  • GTC: refers to these General Terms and Conditions of Sale and Service;
  • Client: refers to the legal entity or natural person placing an Order for Products or Services with HALENTRA;
  • Product or Service: refers to all products, Solutions, and/or services ordered by a Client from HALENTRA;
  • Solution: software distributed by HALENTRA and published by third parties;
  • Publisher: refers to the publisher of the Solution marketed by HALENTRA;
  • Quote: refers to HALENTRA's technical and financial proposal in response to the needs expressed by the Client;
  • Order: refers to any order for a Product or Service placed by a Client with HALENTRA, materialized by the signing of a Quote;
  • Special Terms: refers to the document defining the specific terms and conditions for the execution of the Product or Service ordered from HALENTRA by the Client;
  • Contract: refers to these GTC and the Special Terms, together governing the relationship between the Parties;
  • Subscription: refers to the subscription allowing the Client to access a Product or Service for a recurring and determined duration, under the conditions and limits defined in the GTC and the Special Terms;
  • Specifications: refers to the set of documents, information, and specifications provided by the Client defining their needs and objectives.

HALENTRA and the Client are collectively referred to as the "Parties" and individually as a "Party."

2. OBJECT AND ACCEPTANCE OF THE GTC

The purpose of these GTC is to define, in addition to the Special Terms, the conditions under which the delivery of Products or Services is carried out between HALENTRA and its Clients acting exclusively for professional purposes, in exchange for remuneration by the Client as provided in the Special Terms.

The GTC are accepted by the Client prior to any Order. The Client undertakes to read them before placing an Order. Placing an Order implies the Client's immediate, full, and unreserved adherence to the GTC and the Special Terms. The GTC apply to every Order, regardless of any clauses that may appear on the Client's documents, over which these GTC prevail, particularly any general conditions of the Client. Any derogation from the GTC and the Special Terms shall be devoid of any legal value unless previously agreed upon in writing by HALENTRA.

HALENTRA reserves the right to modify the GTC at any time. Unless otherwise stipulated in the Special Terms, the version of the GTC applicable is the one in effect on the date the Order is placed.

3. CONTRACTUAL HIERARCHY

Any Product or Service from HALENTRA is subject to these GTC, which prevail over any brochure, advertisement, or website.

In addition to these GTC, a Product or Service may be subject to Special Terms in which any additional provisions set forth prevail over those of the General Terms. When the Product or Service is marketed by HALENTRA but HALENTRA is not the original Publisher, a specific license agreement may apply and shall prevail over the Special Terms.

4. ACTIVATION

Unless otherwise stipulated in the Special Terms, Products or Services provided online become active as soon as the initial payment is processed.

Subscriptions are available for certain Products or Services only. The different Subscription plans correspond to different access methods for the Products or Services concerned, depending notably on the number of licenses required during the Subscription period and the type of commitment. These methods are described in the Special Terms.

5. INFORMATION - ADVICE AND WARNING

The Client, having reviewed the products marketed by HALENTRA and verified their compatibility with their other equipment (software, configurations, etc.) and their needs as they have determined them, registers their Order under their own and full responsibility.

However, if the Client so wishes, they may request HALENTRA to provide an analysis, audit, and consulting Service to verify the conformity of a Product with their needs.

6. OWNERSHIP

6.1 Rights to the Solutions

The use of the Solutions is subject to the terms of use and licensing defined by the Publishers, accessible notably via their website or the documentation associated with said Solutions.

Warranties, liabilities, and usage rights relating to the Solutions are exclusively defined by the Publisher's license and warranty terms.

6.2 Intellectual Property

Elements belonging to HALENTRA, such as trademarks, designs, models, images, texts, photos, logos, graphic charters, software, search engines, and databases—without this list being exhaustive—are its exclusive property or that of partners or third parties who have granted it a license, and are protected notably by intellectual property rights recognized under applicable laws.

These general conditions do not entail any transfer of any kind of intellectual property rights over all or part of the elements belonging to HALENTRA or the Publishers of the Solutions.

Any reproduction or representation, in whole or in part, of one of these elements without the express authorization of HALENTRA or the Publishers of the Solutions is prohibited and would constitute an infringement sanctioned by Articles L. 335-2 et seq. of the French Intellectual Property Code.

Consequently, the Client shall refrain from any action or act likely to directly or indirectly infringe the property rights of HALENTRA or the Publishers of the Solutions. The Client notably agrees to comply with any end-user license agreement (EULA) applicable to the Solutions.

The Client also refrains from erasing, removing, or hiding in any way HALENTRA's or the Publishers' ownership marks, or conspicuously displaying said ownership marks, labels, or brands on copies of the product.

6.3 Solutions Published by Third Parties

The Solutions are published by third parties and are guaranteed exclusively by their Publisher, in accordance with the conditions defined in the documentation, license agreements, and general conditions of the concerned Publisher.

HALENTRA, acting exclusively as a distributor and/or integrator, provides no warranty, express or implied, regarding the Solutions, and notably no warranty relating to their operation, performance, availability, suitability for the Client's needs, or the absence of defects, errors, or bugs.

Subject to full payment of the price and except for more restrictive stipulations in the Publisher's license terms, the Client benefits from a personal, non-assignable, and non-transferable right to use the Solutions for the duration and within the limits provided by said licenses, to the exclusion of any ownership right, which remains fully vested in the Publisher.

The Client undertakes to respect all intellectual property rights attached to the Solutions and notably refrains from any reproduction, adaptation, modification, decompilation, translation, or unauthorized use, outside the rights expressly granted by the Publisher and by current legislation.

The Client more generally refrains from any act likely to infringe the rights of the Publishers, their successors, or HALENTRA, the latter acting exclusively as a commercial and technical intermediary for the Solutions concerned.

Consequently, any action, claim, or demand by the Client based on a defect, malfunction, unavailability, or non-conformity of a Solution must be pursued directly against the concerned Publisher, without HALENTRA's liability being sought on any grounds whatsoever.

6.4 Background Knowledge

In the event of termination of the Contract for any reason whatsoever, each party retains full and entire ownership of its Background Knowledge, i.e., all technical information and knowledge, in particular all methods, expertise, know-how, and tools specific to it, including for account transfer, necessary for the execution of the Contract and made available to the other party for the realization of the Services.

This Background Knowledge includes that held by the parties prior to the date of signature of the Contract as well as that acquired or developed subsequently independently of the execution of the Contract.

By express agreement, the parties recognize that management rules and other configuration components of the solutions constitute HALENTRA's Background Knowledge.

7. PERSONAL DATA

As part of the execution of the Products and Services, personal data within the meaning of Regulation (EU) 2016/679 ("GDPR") may be processed by HALENTRA.

7.1 Processing Carried Out by HALENTRA as Data Controller

HALENTRA processes, as a data controller, the personal data strictly necessary for managing its commercial relationship with the Client, notably for managing client accounts, orders, billing, contractual follow-up, and customer relations.

This processing is based on the execution of the Contract and is carried out in accordance with applicable personal data protection regulations.

7.2 Processing Carried Out Within the Scope of Services

Within the scope of certain specific Services, and notably implementation, configuration, migration, or data import services, HALENTRA may be required to access or process personal data on behalf of the Client.

In this case, the Client acts as the data controller and HALENTRA acts as a data processor, within the meaning of the GDPR.

HALENTRA undertakes to process personal data only on the documented instructions of the Client and to implement appropriate technical and organizational measures to ensure a level of security adapted to the risk.

7.3 Data Processing Agreement

When the Services involve processing personal data on behalf of the Client within the meaning of Article 7.2, the Parties agree to conclude a personal data processing agreement (DPA), annexed to or referenced in the Special Terms.

In the absence of such an agreement, HALENTRA reserves the right to refuse or suspend the execution of Services involving personal data processing on behalf of the Client.

7.4 Responsibility of the Parties

Each Party is responsible for complying with the obligations incumbent upon it under applicable personal data protection regulations, depending on its role as data controller or data processor.

The Client notably guarantees that they possess all the rights, authorizations, and legal bases necessary to entrust HALENTRA with the personal data processed within the scope of the Services.

7.5 Contact

For any questions relating to personal data protection or for the exercise of rights provided by applicable regulations, the Client may contact HALENTRA at the following address: dataprotection@halentra.com

8. EXECUTION MODALITIES

The Parties acknowledge that the proper execution of the Products or Services requires active and regular collaboration between them.

The Parties undertake to behave loyally toward each other in all circumstances. Each Party undertakes to collaborate to the best of its ability with the other Party throughout the execution of the Products or Services.

If a difficulty arises during the execution of a Product or Service, the necessary collaboration of the Parties requires them to alert and consult each other as quickly as possible to implement the most appropriate solution without delay.

The Client shall make available to HALENTRA all necessary information and documents, ensure the availability of a qualified and authorized contact person, and verify in a timely manner the documents submitted for their approval or opinion, formulating in writing any observations they deem useful within seven (7) days of receipt. Failing this, the Client shall be deemed to have approved the content of the document.

Any use of the Products or Services not in accordance with the Contract, the GTC, or the Special Terms constitutes misuse. In the event of a characterized breach by the Client, HALENTRA reserves the right to suspend all or part of the access to the Products or Services, after sending a warning email that remains without effect, without further notice or compensation. In the event of a serious breach of security, system integrity, or the rights of HALENTRA or third parties, suspension may occur immediately without notice.

9. ASSISTANCE

These Services are subject to express mention in the Special Terms or the conclusion of a specific contract.

9.1 Prior Audit

HALENTRA may, if necessary, perform a prior audit to analyze the Client's technical specifications and verify their conformity with the technical specifications of the selected Solution.

The price for this Service must be the subject of a specific additional quote.

9.2 Startup Support

HALENTRA may offer the Client a Consulting Service aimed at providing recommendations and assistance with Solution settings, without proceeding to their implementation, which remains the Client's exclusive responsibility; or an Implementation Service consisting of ensuring the setup, parameterization, and configuration of the Solution on behalf of the Client, based on Specifications.

Consulting and/or implementation Services do not constitute an obligation of result and are executed under a best-efforts obligation (obligation de moyens). They will be the subject of an additional quote specifying their scope, financial conditions, and execution methods.

9.3 Documentation

Documentation relating to the Solutions is available online.

10. LIABILITY

Having thoroughly studied the Products or Services offered by HALENTRA, the Client expressly acknowledges, upon validation of the Quote acting as an Order form, the suitability of the selected Products or Services to their needs and declares they possess the technical competence to evaluate the technical specifications and associated limits to make the choices in question.

It is the Client's responsibility to carefully and precisely evaluate their needs, study their suitability for the ordered Products and Services, and ensure they have the technical competence necessary to appreciate their characteristics and limits.

Software and IT products are never completely free of errors, particularly the software contained in the Products or Services.

The Client is solely responsible for the use they make of the Products or Services. HALENTRA's liability may only be engaged under the conditions and limits provided in these GTC and cannot be sought due to the Client's use of the Products or Services.

The Parties expressly recognize that for Solutions published by third parties, HALENTRA acts only as a distributor and/or integrator intermediary, and as such, no liability can be attributed to it regarding warranties, operation, availability, or performance of said Solutions, which fall exclusively under the responsibility of their Publishers.

11. SUBCONTRACTING AND ASSIGNMENT

The Client authorizes HALENTRA to engage any subcontractor to perform all or part of the Services. Within this framework, the Client accepts that HALENTRA may disclose the information necessary for the proper execution of the Services.

HALENTRA reserves the right to assign the Subscription or the Client's contract to any third party without the Client being able to request the termination of their Subscription or contract for this reason alone.

12. NON-SOLICITATION OF PERSONNEL

The Client refrains from hiring or engaging, directly or indirectly, any employee of HALENTRA during the term of the Contract and for one (1) year following its termination.

In the event of a breach, the Client shall pay HALENTRA, as a flat-rate indemnity, a sum equivalent to the annual gross remuneration of the employee concerned, including social security contributions.

13. TERMINATION

13.1 By the Client

The Client may terminate their Subscription or Services at any time, subject to a notice period of thirty (30) calendar days.

To terminate a Subscription, the Client must complete the form provided for this purpose and send it by email to resiliation@halentra.com. To terminate a Service, the request must be sent by email to the same address.

The notice period runs from the receipt of the request by HALENTRA, confirmed by email.

In the event of termination by the Client, the Client remains obliged to pay in full all sums due to HALENTRA for Subscriptions and Services executed, in progress, or committed to as of the effective date of termination.

Termination, for whatever cause, does not affect the firm and definitive nature of the sums due or already paid by the Client, which shall not give rise to any refund, total or partial, in accordance with the provisions of Article 16.4 of these GTC, unless expressly stipulated otherwise in the Special Terms.

13.2 By HALENTRA

HALENTRA reserves the right to immediately terminate any Subscription or Service in the event of non-payment by the Client of at least one installment, without prejudice to its right to claim payment of all sums remaining due.

In the event of a serious breach by the Client of any of their obligations under these GTC and/or the Special Terms, HALENTRA may terminate the Contract by right (de plein droit), after sending a formal notice that remains without effect for a period of thirty (30) calendar days from its receipt. The formal notice shall specify the breaches observed.

In any event, the termination of the Contract, for whatever reason, does not affect HALENTRA's right to claim payment of sums due nor to exercise any action or remedy to which it may be entitled.

14. DATA REVERSIBILITY

In the event of termination of the Contract, the Client may request the return of data belonging to them and processed within the framework of the Products or Services.

When the Products or Services rely on Solutions published by third parties, reversibility is provided subject to the technical capabilities offered by the Publisher of the concerned Solution on the date of the request, as well as the contractual conditions applicable to said Publisher.

HALENTRA is only bound by a best-efforts obligation (obligation de moyens) to assist the Client in implementing reversibility.

In the event that the Publisher is unable to provide all or part of the data reversibility, HALENTRA may, at the Client's request and within the limits of its competence and technical means, propose an alternative reversibility Service.

This Service constitutes a specific intervention, distinct from the execution of the Contract, shall not be assimilated to service continuity or post-contractual support, and will be subject to specific billing based on a prior quote.

15. PLANNING AND RESCHEDULING

The intervention dates fixed with the client are firmly reserved by our consultants.

In addition to their commitment, for any signed quote or purchase order, the Client is also committed to the dates they reserve.

If the client decides to temporarily interrupt or postpone the mission entrusted to HALENTRA, they undertake to inform HALENTRA in writing as soon as possible and to pay the fees and expenses due according to the following schedule:

  • Postponement or cancellation communicated at least 5 business days before the session: no indemnity;
  • Postponement or cancellation communicated less than 3 business days before the session: 25% of the fees planned for the session in question will be billed to the Client;
  • Postponement or cancellation communicated less than 2 business days before the session: 50% of the fees planned for the session in question will be billed to the Client;
  • Postponement or cancellation communicated less than 1 business day before the session: 100% of the fees planned for the session in question will be billed to the Client.

16. ABSENCE OF RIGHT OF WITHDRAWAL FOR DISTANCE CONTRACTS

16.1 Professional Clients

The Products and Services offered by HALENTRA are exclusively intended for Clients acting for professional purposes.

Consequently, in accordance with the provisions of the French Consumer Code, the Client expressly acknowledges and accepts that they do not benefit from any right of withdrawal, regardless of their field of activity and the number of people they employ.

16.2. Exception

By way of derogation from the above principle, the Client may benefit from a right of withdrawal under the following strictly cumulative conditions:

  • The Contract is concluded off-premises or at a distance;
  • The Contract does not fall within the scope of the Client's main activity;
  • The number of employees employed by the Client is less than or equal to five (5).

In this case, the Client has a period of fourteen (14) calendar days from the conclusion of the Contract to exercise their right of withdrawal, under the conditions provided for by Articles L221-18 et seq. of the French Consumer Code.

16.3. Immediate Start of Services

When the Client meets the conditions provided in Article 16.2 and expressly requests the immediate execution of the Products or Services before the expiration of the legal withdrawal period, they expressly acknowledge and accept to waive their right of withdrawal, in accordance with the provisions of Article L221-28 of the French Consumer Code.

This waiver is formalized during the validation of the Order, notably by signing the Quote or any equivalent contractual document mentioning the immediate execution of the Products or Services.

16.4. Consequence of Waiver or Absence of Right of Withdrawal

In the absence of a right of withdrawal, or in the event of an express waiver thereof in accordance with Article 16.3, any Order validated by the Client is firm and definitive.

As such:

  • No Order cancellation can occur after validation;
  • No sum paid by the Client shall be subject to a refund, total or partial, unless expressly stipulated otherwise in the Special Terms;
  • Sums paid by the Client do not constitute a deposit (arrhes).

17. FINANCIAL CONDITIONS

17.1. Price

The prices of the Products and Services are indicated excluding taxes, in euros, in the Special Terms. VAT applies at the rate in effect when the Order is placed. All Orders, regardless of their origin, are payable in euros.

17.2. Payment Terms for Services

The price for the Services must be paid by the Client to HALENTRA according to the conditions defined in the Special Terms.

Unless otherwise indicated in the Special Terms, the start of the mission is conditioned on the cash payment of a down payment evaluated at 50% of the total mission amount.

Thereafter, the client receives an invoice for the fees and expenses incurred at each stage of the mission. In the specific case of split billing between several establishments for the same mission, the administrative fee contribution is 50 euros per invoice.

Payment is due 30 days net from the invoice date.

VAT, at the current rate, is applicable to all our fees and expenses.

Any payment not in accordance with the general conditions of sale may be subject to a penalty for late payment, equal to three times the legal interest rate in effect (Economic Modernization Law 2008-776 of 08/04/08). In any event, sums paid in advance are not deposits (arrhes).

Any late payment, even partial, of a single invoice, results by right (de plein droit) in the forfeiture of the term of all invoices established by HALENTRA in the name of the Client, which become immediately due.

17.3. Payment Delay

In the event of a payment delay, late penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 (ten) percentage points, as well as a flat-rate indemnity for recovery costs of 40 (forty) euros, will be due by right and without a reminder being necessary, in accordance with Article L 441-6 of the French Commercial Code, without prejudice to HALENTRA's right to request additional compensation to fully repair the damage suffered.

Payment delays may also lead to the suspension of the Product or Service.

18. CONFIDENTIALITY

The Parties undertake as a confidentiality clause, throughout the duration of the Contract and without time limitation after its expiration for any reason whatsoever, to maintain total confidentiality, refraining from disclosing or allowing disclosure by their personnel, directly or indirectly, of any information, knowledge, or know-how including prices and more generally their operating methods, to which they may have had access in the framework of the execution of the Products or Services, except to a third party themselves bound under the same conditions to keep confidential any document or information whose disclosure to them is necessary for the execution of the Products or Services.

The above commitment does not apply to documents, information, knowledge, or know-how that have fallen into the public domain or were already in the possession of the concerned Party at the time of communication by the other Party, or whose disclosure is made necessary by virtue of a particular regulation or an administrative or judicial injunction.

19. COMMERCIAL REFERENCES

Unless written opposition is made by the Client at the latest upon the conclusion of the Contract, HALENTRA is authorized to mention the name, corporate name, logo, and, if applicable, the Client's business sector as a commercial reference on any internal or external communication medium, notably on its website, its commercial presentations, commercial proposals, or marketing documents.

This use is strictly limited to the promotion of HALENTRA's activities and shall in no case harm the Client's image, reputation, or interests.

The Client may at any time request the withdrawal of the commercial reference concerning them by written notification to HALENTRA, which will take effect within a reasonable period from the receipt of the request.

20. LIABILITY AND INSURANCE

20.1. Liability

HALENTRA shall execute its obligations with diligence and in accordance with the professional standards in use. As such, HALENTRA is only bound by a best-efforts obligation (obligation de moyens) for all Products and Services provided.

HALENTRA's liability cannot be engaged in the event of fault, negligence, omission, or failure attributable to the Client, nor for damages resulting from information, documents, or instructions provided by the Client.

HALENTRA cannot be held liable for damages resulting from the use of the Products or Services by the Client, nor for consequences related to a poor assessment by the Client of their needs or the suitability of the Products or Services to them.

In no case shall HALENTRA be held liable for indirect damages, such as notably loss of revenue, loss of profit, loss of customers, loss of opportunity, commercial or financial damage or damage to image, increase in overheads, or any action brought by a third party against the Client.

Subject to mandatory legal provisions, HALENTRA's total liability, for all causes combined, is expressly limited to the amount excluding taxes actually paid by the Client for the Product or Service at the origin of the damage.

This limitation of liability does not apply in the event of gross or willful misconduct by HALENTRA, nor in cases where liability cannot be excluded or limited under applicable legal or regulatory provisions.

Furthermore, HALENTRA shall not be held liable for interruptions or malfunctions resulting from external causes, notably in the event of failure of telecommunications or electricity networks, third-party providers, or force majeure.

20.2. Insurance

HALENTRA declares it has taken out insurance with a notoriously solvent insurance company intended to cover all risks that may arise during the execution of the obligations incumbent upon it under the Products or Services.

21. INDEPENDENCE OF THE PARTIES

The Parties expressly agree that the Contract does not designate, and shall not be interpreted as designating, either Party as a proxy, commercial agent, legal representative, or employee of the other Party for any purpose whatsoever. Furthermore, it does not constitute a business grouping, a consortium, a joint venture, or a partnership agreement.

The Parties declare and acknowledge that they are and shall remain, throughout the duration of the Contract, independent commercial and professional partners, each assuming the risks of its own business activity.

22. SEVERABILITY

If one or more provisions of these GTC are found to be null and void or unenforceable under any law or regulation, or following a court decision or an arbitral award, the remaining articles shall retain their full force and scope, and these GTC shall be amended accordingly.

23. UNFORESEEABILITY

The Parties expressly exclude the application of the provisions of Article 1195 of the French Civil Code (Code civil).

24. FORCE MAJEURE

Neither Party shall be held liable for a failure or delay in the performance of its contractual obligations resulting from an event of force majeure within the meaning of Article 1218 of the French Civil Code.

Events considered as force majeure include, but are not limited to, unforeseeable and irresistible events external to the Parties, such as: natural disasters, fires, acts of terrorism, armed conflicts, riots, general strikes, pandemics, widespread failures of telecommunications or electricity networks, large-scale cyberattacks, or decisions by public authorities.

The Party invoking an event of force majeure must inform the other Party as soon as possible and implement all reasonable means to limit its effects.

25. WAIVER AND FORBEARANCE

Waiver: The fact that one of the Parties does not invoke one or more provisions of the Contract does not constitute a waiver of the right to invoke the Contract as a whole.

Forbearance: The fact that one of the Parties tolerates a non-performance or imperfect performance of the Contract, or more generally tolerates any act, abstention, or omission by the other Party that does not comply with the provisions of this Contract, shall not confer any right whatsoever upon the Party benefiting from such tolerance.

26. LITIGE ET JURIDICTION COMPETENTE

The Contract, the GTC, and the Special Terms are governed, both in their interpretation and their implementation, by French law.

In the event of a dispute between the Parties relating to the interpretation, validity, performance, or termination of the Contract, the GTC, or the Special Terms, the Parties undertake to endeavor to reach an amicable settlement. The Party considering itself aggrieved shall make its claims known to the other Party by email or registered letter with acknowledgment of receipt.

If, within thirty (30) calendar days following the sending of the email or registered letter, the Parties have not reached an agreement, the dispute shall fall under the exclusive jurisdiction of the COMMERCIAL COURT OF PERPIGNAN (TRIBUNAL DE COMMERCE DE PERPIGNAN), including in cases involving multiple defendants, summary proceedings (référé), or third-party appeals (garantie).