Rotor-FSM terms of sale.

1. Purpose

These general terms and conditions (the “Terms of Use and Sale”, in French “CGU/CGV”) govern access to and use of the software for managing field interventions and drafting on-site expert reports, marketed under the name ROTOR FSM, provided as SaaS (Software as a Service) by Grégory DURAND — ECOM-INDUSTRIE (SIREN 521 070 284, the “Publisher”) to its business customers (the “Customer”). Any subscription to the Service constitutes full and unreserved acceptance of these Terms of Use and Sale.

2. Description of the Service

The Service is provided on a single-tenant architecture: each Customer has its own dedicated application instance and database. It enables the Customer's technician teams to create and track field interventions (referenced by A.R.C. number), to draft expert reports (technical data sheets, equipment photos, signatures), and to generate the corresponding documents. The Customer may configure the visual identity (logo, contact details) appearing on the documents issued to its own customers — this customisation does not affect the identity of the Publisher for the purposes of these terms. The number of users and the features available are set by the licence associated with the instance, in accordance with the plan subscribed to.

3. Subscription, term and prices

• The subscription is taken out for an initial term of twelve (12) months, and is thereafter tacitly renewed for successive periods of twelve (12) months, unless terminated under the conditions set out in Article 9.
• The applicable price is the price communicated to the Customer at the time of subscription, expressed per user per year according to the price list in force, excl. VAT (VAT not applicable — French VAT exemption, art. 293 B CGI, for as long as the Publisher falls under the basic VAT exemption scheme, “franchise en base”). The Customer chooses its number of users; the subscription amount is the unit price multiplied by that number. The Service is reserved for businesses; there is no monthly subscription.
• Any price change is notified to the Customer at least 30 days before it takes effect.
• Additional services — the subscription price does not include: user training sessions (optional), the migration and integration of the Customer's historical databases, the digitisation of Customer-specific job forms, the development of bespoke tools, or any other service outside the standard subscription. These services are performed at the Customer's request and are subject to a separate quote. They are invoiced only after the Customer's express acceptance of the quote, and are then added to the amount of the current subscription without altering its term or conditions.

4. Payment terms

All sums due are payable upon subscription and thereafter on each renewal date — no payment period is granted.

• Annual payment by bank transfer, the only payment method — the year is paid in a single instalment, by bank transfer, against invoice. Annual payment entitles the Customer to a discount of two (2) months: twelve (12) months of access for the price of ten (10) months. The annual period, and its renewal, takes effect upon receipt of payment. Payment by credit or debit card is not offered for this Service.
• Subscription process — the subscription is formalised by a quote issued in the Customer's name, then, following acceptance or a purchase order from the Customer, by an invoice paid by bank transfer. Access is opened upon receipt of payment.
• Late payment — if payment is not made by the due date, the Publisher informs the Customer; if the situation is not remedied within 8 days, write access to the Service may be suspended (read-only, without deletion of data) until payment is made.
• Adding users during a period — the Customer may at any time increase the number of users on its licence. Added users give rise to an additional invoice calculated pro rata temporis for the period remaining until the annual renewal date, payable when the users are added; on renewal, invoicing covers all active users.

The licence is renewed (expiry date, displayed in the application) by the Publisher upon receipt of payment.

In accordance with the regulations applicable under French commercial law, any sum invoiced and remaining unpaid when due shall automatically, and without prior formal notice, give rise to a late-payment indemnity calculated on the basis of three times the French statutory interest rate in force, together with a fixed indemnity for recovery costs of €40. No discount is granted for early payment.

5. Customer's obligations

• Keep its users' login credentials confidential.
• Use the Service in accordance with its intended purpose and with applicable regulations, in particular the GDPR for the data of its own customers, prospects and employees (see the data processing agreement, DPA, accessible from the application).
• Not exceed the number of users authorised by its licence without first upgrading.

6. Availability and maintenance

The Publisher endeavours to ensure 99% availability of the Service, measured over a rolling twelve (12) month period, excluding scheduled maintenance (notified to the Customer with reasonable notice) and excluding incidents attributable to the hosting provider. Automatic backups are performed; in the event of a major incident, the Publisher restores them within a reasonable time.

7. Ownership of data

The data entered by the Customer in the course of its use of the Service (interventions, reports, photos, signatures) remains its exclusive property. The Customer may at any time request an export of its data. In the event of termination, see the return/deletion arrangements in Article 9.

8. Liability

The Publisher shall not be held liable for indirect damage (loss of turnover, commercial loss) resulting from the use of or inability to use the Service, nor for the use the Customer makes of the Service, of its own login credentials or of the data it chooses to enter into it (see the Customer's obligations, Article 5).

With regard to the security of the Service itself, the Publisher is bound by an obligation of means (best-efforts obligation, “obligation de moyens” under French law): it implements the technical and organisational measures described in the data processing agreement (DPA), accessible from the application, and notifies the Customer of any personal data breach as soon as possible. This obligation of means does not constitute a guarantee of result against any intrusion.

In all cases, the Publisher's liability, if established, is limited to the amount of the sums paid by the Customer in respect of the last twelve (12) months of subscription.

9. Termination

Either party may terminate the subscription by giving one (1) month's notice before the current renewal date. Upon termination:

1. Write access is suspended (licence not renewed); the data remains viewable during a 30-day grace period.
2. The Customer may request a full export of its data during this period.
3. After this period, the data is permanently deleted, unless a legal retention obligation requires otherwise.

10. Governing law and disputes

These Terms of Use and Sale are governed by French law. Failing an amicable settlement, any dispute shall fall within the jurisdiction of the courts with authority over the Publisher's registered office.

This text is a copy of the reference version embedded in the Rotor-FSM application itself, which prevails for any current subscription. For any questions, contact@indusiax.com.