General Terms of Sale

Article 1 - Purpose and Scope

The purpose of these General Terms of Sale (hereinafter the "GTS") is to define the conditions under which Walflow provides its software solutions, associated services and professional services exclusively to professional clients.

These GTS are intended to govern the general commercial relations between Walflow and its professional clients, without prejudice to the specific provisions of the Master Services Agreement (MSA) concluded between the Parties.

Article 2 - Contractual Documents and Hierarchy

These GTS shall apply in the absence of specific provisions in the Master Services Agreement (MSA) concluded between Walflow and the Client.

In the event of any contradiction between these GTS and the MSA, the MSA shall prevail.

The Privacy Policy, accessible on the walflow.com website, applies only to processing carried out via the website and does not govern the use of the Platform, which is exclusively governed by the MSA and the integrated DPA.

Article 3 - Quote, Order and Conclusion of the Contract

Each order is subject to a quote drawn up by Walflow based on the needs expressed by the Client.

The quote constitutes a non-autonomous commercial summary and only becomes a contractual commitment upon signature of the MSA Purchase Order.

No online payment is required at the time the quote is issued, unless otherwise expressly agreed between the Parties.

Article 4 - Prices and Financial Conditions

Prices are stated exclusive of tax and in euros, unless otherwise specified.

Prices communicated in commercial materials, presentations or brochures are provided for informational purposes only and have no contractual value.

Detailed terms of invoicing, payment, payment schedule, and any applicable penalties are defined exclusively in the MSA.

Article 5 - Payment Terms

Accepted means of payment, settlement deadlines and applicable financial conditions are defined in the MSA.

In accordance with applicable regulations, any invoice not paid by its due date may give rise to late-payment penalties and a fixed recovery indemnity, under the conditions provided by law.

Article 6 - Term, Renewal and Termination

The conditions of duration, renewal, suspension and termination of the services are exclusively defined in the MSA.

These GTS do not define any autonomous contractual duration.

Article 7 - General Obligations of the Parties

Walflow uses its best efforts to provide the services in accordance with the contractual provisions.

The Client undertakes to actively cooperate with Walflow, to provide accurate and complete information, and to comply with the terms of use defined in the MSA.

Article 8 - Liability

Walflow's liability may only be engaged in the event of a proven fault directly attributable to it and within the limits provided by law.

The limitations and exclusions of liability provided in the MSA shall prevail over those of these GTS.

In any event, Walflow shall not be liable for indirect damages, such as in particular loss of revenue, loss of data, damage to reputation or loss of commercial opportunity.

Article 9 - Personal Data

Personal data processing carried out as part of the use of the website is governed by the Privacy Policy, accessible on the walflow.com website.

Processing carried out as part of the use of the Platform is governed by the MSA and the integrated DPA, which define the respective roles, obligations and responsibilities of the Parties.

Article 10 - Intellectual Property

All elements composing the Walflow solutions, in particular software, interfaces, content, trademarks, logos and documentation, remain the exclusive property of Walflow or its partners.

No intellectual property right is transferred to the Client, except for the rights of use expressly granted in the MSA.

Article 11 - Force Majeure

Neither Party may be held liable for a breach resulting from a force majeure event as defined by French case law.

Article 12 - Applicable Law and Competent Jurisdiction

These GTS are governed by French law.

Any dispute relating to their interpretation or execution falls within the exclusive jurisdiction of the courts within the jurisdiction of the Lille Court of Appeal, after an attempt at amicable resolution.