Terms of Services
GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE PROVISION
PREAMBLE
SOFTCORNER is a simplified joint-stock company with a share capital of €11,916, registered with the Paris Trade and Companies Register under number 800 643 629, whose registered office is located at 57 rue d’Amsterdam, 75008 Paris, France.
These General Terms and Conditions govern the terms and conditions of sales and service provision between SOFTCORNER, acting as seller or service provider, and any legal or natural person acting in a professional capacity.
ARTICLE 1. PURPOSE
These General Terms and Conditions are intended to define the rights and obligations of the parties in connection with the online sale of services, goods, and materials offered by SOFTCORNER to the buyer.
These Terms apply exclusively to purchases made by buyers located in France and delivered solely within French territory. For deliveries outside France, a specific quotation must be requested.
ARTICLE 2. SCOPE
These General Terms and Conditions set forth the full extent of the parties’ obligations. They constitute the sole basis of the commercial relationship between the parties, and as such, the buyer is deemed to accept them without reservation.
These General Terms and Conditions take precedence over any other document. They apply without restriction or reservation to all services provided by SOFTCORNER.
SOFTCORNER and the buyer agree that these General Terms and Conditions exclusively govern their relationship. SOFTCORNER reserves the right to amend these Terms periodically. Amendments shall take effect upon their publication online.
If any provision is omitted, it shall be deemed governed by the practices in force in the distance selling sector for companies headquartered in France.
These General Terms and Conditions are provided to any buyer upon request to enable them to place an order.
SOFTCORNER reserves the right to derogate from certain clauses herein, based on negotiations with the buyer, through the establishment of specific terms.
ARTICLE 3. ORDER
The buyer places a quotation request online using the catalog and order form available on SOFTCORNER’s website.
To validate the quotation request, the buyer must accept these General Terms and Conditions by clicking the designated area on the website. Acceptance will trigger a confirmation email from SOFTCORNER.
After receiving the quotation request, SOFTCORNER will issue a quotation specifying the goods or services ordered, quantity, unit or total price, and estimated delivery or service timelines.
In certain cases (e.g., payment default, incorrect address, or account issues), SOFTCORNER reserves the right to block the buyer’s order until resolution. If service provision is impossible, the buyer will be notified via email.
The buyer may return the signed quotation (which shall constitute a purchase order) or submit their own purchase order matching the quotation, either by email to [EMAIL ADDRESS] or via a form on SOFTCORNER’s website. In the latter case, the purchase order must be electronically signed.
The contract is finalized upon receipt of the signed purchase order, including acceptance of prices and services.
SOFTCORNER will issue an invoice corresponding to the purchase order.
ARTICLE 4. EVIDENCE
The online provision of the buyer’s bank details and electronic signature of the purchase order shall constitute proof of the buyer’s consent.
Computerized records, stored in SOFTCORNER’s systems under reasonable security conditions, shall serve as evidence of communications, orders, and payments between the parties. Purchase orders and invoices are archived on a reliable, durable medium admissible as evidence.
ARTICLE 5. PRE-CONTRACTUAL INFORMATION
The services governed by these Terms are those listed on SOFTCORNER’s website and performed by or under SOFTCORNER’s supervision, subject to availability.
Services are described as accurately as possible. However, SOFTCORNER shall not be liable for errors or omissions in such descriptions.
For each product or service, SOFTCORNER’s website indicates whether it is in stock or pending restocking, with an estimated timeline in the latter case.
ARTICLE 6. PRICE
The seller reserves the right to adjust prices at any time but agrees to apply the rates listed on the quotation, subject to availability on the purchase order date.
Prices are in euros and exclude delivery fees, which are specified in the quotation. Prices include VAT applicable on the order date. Any VAT rate change will automatically adjust product/service prices.
Full payment is due upon order. Amounts paid shall never be considered deposits or partial payments.
If new taxes or contributions (e.g., environmental levies) are introduced or modified, such changes may be reflected in product/service prices.
ARTICLE 7. PAYMENT METHODS
Payment is due upon receipt of SOFTCORNER’s invoice.
Payment may be made by credit card, bank transfer, or direct debit from the buyer’s account.
For credit card payments, the buyer uses the form on SOFTCORNER’s website, redirected to the payment provider’s platform. The buyer accepts the provider’s terms.
For bank transfers, the buyer may transfer funds to SOFTCORNER’s account (IBAN/BIC details on the invoice).
For direct debits, the buyer must provide SOFTCORNER with bank details (RIB) and a direct debit authorization attached to the purchase order.
Payment is deemed complete upon receipt of funds in SOFTCORNER’s account.
The seller may suspend order processing and delivery in case of payment refusal by accredited entities or non-payment. The seller may refuse delivery for buyers with outstanding payments or ongoing disputes.
To verify bank details, the buyer may be required to email a copy of ID and proof of address. The purchase order is validated only after SOFTCORNER reviews these documents.
ARTICLE 8. PRODUCT/SERVICE UNAVAILABILITY
The buyer acknowledges the risk of unavailability for products/services not in stock at the time of order.
If unavailability persists beyond thirty (30) days after SOFTCORNER receives the purchase order, the buyer may cancel the sale by simple request.
For partial unavailability, the buyer may cancel the entire sale or only the unavailable quantity. Cancellation does not affect other products/services in the purchase order.
If the unavailable product/service was paid, SOFTCORNER will refund the price within ten (10) days.
The parties may mutually agree to modify these terms (e.g., timelines) via postal or electronic communication.
ARTICLE 9. DELIVERY TERMS
Products are delivered to the postal or electronic address specified in the purchase order. The buyer must ensure accuracy.
The buyer must notify the seller of delivery errors or product non-conformity (nature/quality vs. purchase order) no later than the third business day after delivery.
Such claims must be submitted by email to [EMAIL ADDRESS].
Claims not made under these rules and timelines will not be accepted, and the seller shall be released from liability.
ARTICLE 10. SALE OF ORIGINAL LICENSES
To be supplemented with terms differing from second-hand sales.
10.01 – Principle
SOFTCORNER agrees to transfer ownership of one or more software licenses to the buyer, who agrees to pay a determined or determinable price.
These licenses were acquired by SOFTCORNER from the software publisher.
10.02 – Information
The buyer acknowledges having reviewed and accepted all characteristics of the licenses, including usage terms, limitations, metrics, warranties, and audit rules.
10.03 – Warranties
SOFTCORNER warrants the buyer against eviction resulting from its own acts or those of third parties.
Latent defect warranties are excluded.
SOFTCORNER does not warrant the suitability of licenses for the buyer’s existing IT infrastructure or system needs.
10.04 – Retention of Title
SOFTCORNER retains ownership of the licenses until full payment is received.
ARTICLE 11. SALE OF SECOND-HAND LICENSES
11.01 – Principle
SOFTCORNER agrees to transfer ownership of one or more software licenses to the buyer, who agrees to pay a determined or determinable price.
Licenses are sold “second-hand” and acquired “as-is.”
The parties expressly acknowledge that such sales are authorized under EU Directive 91/250/EC of May 14, 1991, as interpreted by the Court of Justice of the European Union (CJEU) in its July 3, 2012 ruling (Case C-128/11), and in compliance with the conditions set therein.
11.02 – Subject Matter
The sale covers one or more second-hand software licenses, including:
- Documents proving the legality of the licenses and resale;
- Elements defining the scope of rights transferred;
- Uninstallation certificate;
- Contractual documentation.
Contractual documentation must specify:
- Software and publisher name;
- Publisher references;
- Software versions covered;
- Place of first acquisition within the EU;
- License duration;
- Quantity transferred;
- Geographic scope of usage rights;
- Nature and scope of rights transferred;
- Usage metrics;
- Installation/usage restrictions;
- License availability/validity dates.
SOFTCORNER may redact confidential information, provided it does not affect understanding of the licenses. Buyers may request access to original documents for legitimate needs (e.g., publisher audits or legal defense). SOFTCORNER retains original documents for ten (10) years post-sale.
The sale does not transfer service/maintenance contracts linked to the licenses.
The buyer acknowledges that SOFTCORNER cannot transfer more rights than it acquired from the previous owner.
11.03 – Information
The buyer acknowledges having reviewed and accepted all license characteristics, including usage terms, warranties, and audit rules.
11.04 – Buyers Outside the EU
The buyer acknowledges that the legality of second-hand license sales under the CJEU ruling does not apply outside the EU.
The buyer declares having researched their country’s laws and confirms the sale’s legality.
The buyer agrees to indemnify SOFTCORNER for damages (not less than the sale price) if the sale is annulled due to illegality in their country.
11.05 – Uninstallation Obligation
SOFTCORNER commits to uninstalling sold licenses from its IT systems and guarantees their removal from third-party systems (e.g., prior owners).
11.06 – Other Obligations
SOFTCORNER warrants its capacity to sell and full ownership of the rights.
SOFTCORNER warrants that licenses were acquired within the EU, directly from the publisher or authorized distributors.
SOFTCORNER warrants that licenses match the duration of intellectual property rights transferred by the publisher.
11.07 – Warranties
SOFTCORNER warrants against eviction caused by its acts or third parties.
Latent defect warranties are excluded.
SOFTCORNER does not warrant the suitability of licenses for the buyer’s IT infrastructure or needs.
11.08 – Retention of Title
SOFTCORNER retains ownership until full payment is received.
ARTICLE 12. SERVICE PROVISION
Describe service specifics (e.g., remote services, subcontractors).
SOFTCORNER’s service obligations constitute a best-efforts commitment, executed in strict compliance with professional standards and contractual terms. Qualified professionals will perform services per SOFTCORNER’s quality standards.
The buyer agrees to:
- Provide complete, accurate information/documents promptly;
- Make timely decisions and obtain approvals;
- Appoint a designated representative;
- Ensure key contacts’ availability;
- Notify SOFTCORNER of any service-related issues.
ARTICLE 13. FORCE MAJEURE
Circumstances beyond the parties’ control preventing normal performance shall suspend obligations.
The invoking party must immediately notify the other party.
Force majeure includes irresistible, external, unforeseeable, unavoidable events beyond the parties’ control.
Parties will discuss the event’s impact and agree on continuation terms. If force majeure lasts over three (3) months, the aggrieved party may terminate these Terms.
ARTICLE 14. SEVERABILITY
If any provision is invalidated by law or court ruling, the remaining provisions remain fully effective.
ARTICLE 15. NON-WAIVER
Failure to enforce a breach of these Terms does not waive future enforcement.
ARTICLE 16. CONFIDENTIALITY
Parties agree not to disclose confidential information received.
Confidential information includes all non-public business, organizational, or technical data. This obligation lasts three (3) years post-service. Reports, quotes, or communications provided by SOFTCORNER are confidential and for internal use only. Buyer must obtain written consent to disclose to third parties.
ARTICLE 17. GOVERNING LAW
These Terms are governed by French law, excluding the UN Convention on Contracts for the International Sale of Goods.
ARTICLE 18. DISPUTES
Parties will seek amicable resolution of disputes.
All disputes fall under the exclusive jurisdiction of the Paris Commercial Court.
Use of a language other than French does not waive these Terms.
ARTICLE 19. PERSONAL DATA
The personal data collected on the SOFTCORNER website are as follows:
- Account Creation: When creating a user account, the user’s name, surname, email address, and date of birth are collected.
- Login: When the user logs into the website, their name, surname, login data, usage data, location data, and payment-related data are recorded.
- Profile: Use of the services provided on the website allows the user to complete a profile, which may include an address and phone number.
- Payment: For payment of products and services offered on the website, financial data related to the user’s bank account or credit card are recorded.
- Communication: When the website is used for communication purposes, data related to the user’s communications are temporarily stored.
- Cookies: Cookies are used during website navigation. Users may disable cookies via their browser settings.
The personal data collected from users are used to provide SOFTCORNER’s website services, improve them, and maintain a secure environment. Specifically, the purposes include:
- Enabling user access to and use of the website;
- Managing and optimizing website operations;
- Facilitating payment service conditions;
- Verifying, identifying, and authenticating user-submitted data;
- Enabling communication via the website;
- Providing user support;
- Personalizing services;
- Preventing and detecting fraud, malware, and managing security incidents;
- Resolving potential disputes with users;
- Sending commercial and promotional information based on user preferences.
Personal data may be shared with third parties in the following cases:
- When using payment services, the website collaborates with third-party banking and financial institutions under contract with SOFTCORNER;
- When the user authorizes a third-party website to access their data, particularly during online payments;
- When SOFTCORNER uses service providers for user support, advertising, or payment services. These providers have limited access to user data and are contractually obligated to comply with applicable data protection laws;
- If required by law, data may be disclosed to address claims against SOFTCORNER or comply with administrative/judicial procedures;
- If SOFTCORNER is involved in a merger, acquisition, asset transfer, or judicial reorganization, it may share personal data as part of its assets. Users will be notified prior to such transfers.
SOFTCORNER implements organizational, technical, software, and physical security measures to protect personal data against alteration, destruction, and unauthorized access. However, it should be noted that the Internet is not a completely secure environment, and SOFTCORNER cannot guarantee the absolute security of data transmission or storage.