CONTRACT FORMATION – PLATFORM USE

Definitions

For the purposes of these General Terms and Conditions, the following terms shall have the meaning set out below, whether used in the singular or plural form:

Account : means the online account created by or for the Client on the Platform, allowing the Client and its Authorized Users to access the Platform, manage the Organization, place Orders, request or accept Quotes, access invoices and consult contractual documents.

Applicable Contractual Documents : means, as applicable, these General Terms and Conditions, any Special Terms, any Order, any Quote accepted by the Client, any Specific Development Agreement, any Support Terms, any Sponsorship Terms, and any other contractual document made available to and accepted by the Client.

Authorized User : means any employee, officer, representative, agent, contractor or other person who accesses the Platform or uses the Services on behalf of the Client or through the Client’s Organization.

Business Day : means any day other than a Saturday, Sunday or public holiday in France.

Business Hours : means 8:00 a.m. to 5:00 p.m., Paris time, on Business Days, unless otherwise specified in the applicable Order, Quote or Special Terms.

Client : means the legal entity, company, organization or professional customer identified in the Account, Order, Quote or Applicable Contractual Documents, acting exclusively for professional purposes.

Client Data : means any file, document, log, configuration file, technical data, content, information, personal data or electronic information transmitted, submitted or made available by the Client to RACKSLAB in connection with the Services.

Contract : means the contractual relationship formed between RACKSLAB and the Client in accordance with these General Terms and Conditions and the Applicable Contractual Documents.

Effective Date : means the date on which the Contract is formed in accordance with these General Terms and Conditions, including through online acceptance, Quote acceptance, Order submission or signature of the relevant contractual document.

Enterprise License : means the enterprise license package offered by RACKSLAB, including, where applicable, professional enterprise support, service level commitments, a defined response time and a fixed number of clusters and users, as specified in the applicable Order or Quote.

Fees : means all amounts payable by the Client to RACKSLAB under the Contract, including license fees, support fees, sponsorship fees, professional service fees and any other amount specified in an Order or Quote.

GTC or General Terms and Conditions : means these general terms and conditions.

OEM License : means a commercial plan offered by RACKSLAB on the basis of an Order or Quote to Clients that integrate the Software into their own products, services or solutions, including solutions hosted or provided as SaaS, deployed on the Client’s infrastructure or on the infrastructure of its end customers, distributed, resold or otherwise made available to third parties. The OEM License gives access to the applicable Support Services and benefits described in article 13.2, without replacing, restricting or extending the rights granted under the applicable Open-Source License.

Order : means any order placed by the Client through the Platform or otherwise accepted by RACKSLAB, relating to Software, licenses, support services, sponsorship packages, professional services or any other Services.

Order Summary : means the summary of the Order displayed to the Client before submission, including, as applicable, the selected Services, Software, license type, number of users, cluster details, sponsorship level, duration, price, taxes, payment schedule and payment method.

Organization : means the professional entity created or selected on the Platform by an Authorized User, containing information relating to the Client, including its name, billing details, contact email address, currency, address, country and, where applicable, VAT number.

Platform : means RACKSLAB’s online platform and related interfaces, including the online console commercially referred to as the “Console”, accessible at https://console.rackslab.io/, through which the Client may, as applicable, access information relating to the Software and Services, place or manage Orders, manage its licences, subscriptions or account, and access the functionalities made available by RACKSLAB.

Quote : means any commercial proposal issued by RACKSLAB to the Client, including through the Platform, specifying the Services, Software, licenses, sponsorship packages, professional services, specific developments, Fees, duration, payment schedule and any applicable special conditions.

RACKSLAB : means RACKSLAB, a French SASU with share capital of 10 000 euros, registered with the Rennes Trade and Companies Register under number 899 215 073, having its registered office at 18 Boulevard de Beaumont 35000 Rennes.

Services : means all services provided by RACKSLAB to the Client, including software licensing, support and maintenance, professional services, specific developments, sponsorship-related services, integration, consulting and any ancillary services.

Software : means the open-source software solutions developed, edited, distributed or made available by RACKSLAB, including any updates, corrections, releases, documentation and related components, as specified in the applicable Order or Quote.

Special Terms : means any specific contractual terms applicable to a particular Service, including Support Terms, Sponsorship Terms, Specific Development Agreement or any special conditions set out in a Quote or Order.

Support Services : means the support and maintenance services provided by RACKSLAB, including N2-N3 support, ticketing/helpdesk assistance, analysis of issues, written explanations, workarounds and corrective releases, where applicable.

Scope

These General Terms and Conditions apply to all Orders, Quotes, Services, Software, licenses, Support Services, specific developments, sponsorship packages and professional services supplied by RACKSLAB to the Client.

The Services, Software, licenses and sponsorship packages offered by RACKSLAB are intended exclusively for business customers acting for professional purposes. They are not offered to consumers or non-professional customers.

By creating an Organization, placing an Order, requesting or accepting a Quote, accepting any Applicable Contractual Document or using the Services, the Client represents and warrants that it acts exclusively for professional purposes and that the Contract is entered into in connection with its business activities.

The Client acknowledges that it is a professional customer with sufficient knowledge, experience and resources to assess the suitability of the Software and Services for its own technical, operational and business needs.

Contractual Documents and Order of Precedence

The Contract between RACKSLAB and the Client is composed of the Applicable Contractual Documents accepted by the Client.

Unless otherwise expressly agreed in writing, the Applicable Contractual Documents shall apply in the following descending order of precedence in case of contradiction:

1. Any special conditions expressly agreed in writing between RACKSLAB and the Client;
2. The applicable Quote accepted by the Client;
3. The applicable Order and Order Summary;
4. The Specific Development Agreement, where applicable;
5. The Support Terms, where applicable;
6. The Sponsorship Terms, where applicable;
7. These General Terms and Conditions;
8. Any documentation made available by RACKSLAB, solely to the extent it does not contradict the above documents.

The acceptance of an Order, Quote or Special Terms implies acceptance of these General Terms and Conditions, unless expressly excluded in writing by RACKSLAB.

Any terms and conditions issued by the Client, including purchase terms, procurement terms, purchase order terms or any equivalent document, shall not apply to the Contract, unless expressly accepted in writing by RACKSLAB.

Changes to the Terms and Conditions

RACKSLAB may amend these General Terms and Conditions from time to time.

The applicable version of the General Terms and Conditions shall be the version accepted by the Client at the time of the relevant Order, Quote acceptance, Contract signature or renewal.

Amendments to the General Terms and Conditions shall not apply retroactively to Orders, Quotes or Contracts already accepted, unless required by applicable law or expressly accepted by the Client.

For recurring Services, subscriptions, Support Services or sponsorship packages, RACKSLAB may notify the Client of any material amendment to these General Terms and Conditions within a reasonable period before its effective date.

If the Client places a new Order, accepts a new Quote, renews a subscription or continues to use the relevant Services after the effective date of the amended General Terms and Conditions, the amended version shall apply to such new Order, renewed period or future use.

RACKSLAB shall keep records of the versions of the General Terms and Conditions accepted by the Client.

Account, Organization and Authorized Users

Access to certain Services may require the creation of an Account and an Organization on the Platform.

When creating or updating an Organization, the Client must provide accurate, complete and up-to-date information, including the Organization’s name, billing details, contact email address, currency, address, country and, where applicable, VAT number.

The Client is solely responsible for the accuracy and updating of the information entered on the Platform.

The Authorized User creating an Organization, placing an Order, requesting or accepting a Quote, accepting Applicable Contractual Documents or otherwise acting through the Account represents and warrants that they are duly authorized to act on behalf of, represent and bind the Client.

The Client shall be bound by any Order, Quote acceptance, contractual acceptance, payment instruction, request or action made through its Account, its Organization or by any Authorized User.

The Client is responsible for maintaining the confidentiality and security of its Account credentials and for all activities carried out through its Account or Organization.

The Client shall promptly notify RACKSLAB of any unauthorized access, suspected compromise or misuse of its Account.

RACKSLAB may suspend access to the Account or Platform in case of suspected fraud, unauthorized use, security risk, breach of the Contract or unlawful use.

Pre-contractual Information and Technical Prerequisites

Before placing an Order or accepting a Quote, the Client acknowledges that it has had access to all information necessary to assess the suitability of the Software, Services, licenses, Support Services or sponsorship packages for its professional needs.

Such information may include, as applicable, the main characteristics of the Services, the applicable Fees, technical requirements, license terms, support scope, contractual documents, ordering process, payment conditions and any relevant limitations or exclusions.

The Client remains solely responsible for assessing whether the Software and Services meet its own technical, operational, legal, regulatory, security and business requirements.

The Client is solely responsible for ensuring that its hardware, software environment, network, operating systems, dependencies, access rights, security policies, internal procedures and technical infrastructure are compatible with the Software and Services.

Unless expressly agreed otherwise in the applicable Order or Quote, the Software is intended to be installed, hosted and operated on the Client’s own infrastructure or environment, under the Client’s sole control and responsibility.

RACKSLAB shall not be responsible for any failure, delay, incompatibility, malfunction or degradation resulting from the Client’s infrastructure, environment, third-party systems, incorrect configuration, failure to update, lack of cooperation or breach of technical prerequisites.

Online Ordering Process

The Client may order certain Services, Software licenses, Support Services, sponsorship packages or professional services directly through the Platform.

Before placing an Order, the Client must create or select an Organization and provide the information required by the Platform.

The Client selects the relevant Software, license type, number of users, cluster details, sponsorship level, duration, payment schedule, options and any other applicable parameters displayed on the Platform. For license and sponsorship Orders, the Client may select one-time payment or monthly billing where offered.

Before submitting an Order, the Client is provided with an Order Summary showing the selected Services and, as applicable, the applicable Fees, taxes, duration, selected payment schedule, payment method and contractual documents to be accepted. The payment schedule determines when the Fees are payable; the payment method determines how they are paid.

The Client is responsible for verifying the accuracy and completeness of the Order Summary and correcting any error before submitting the Order.

The Client submits its Order by following the steps displayed on the Platform, accepting the Applicable Contractual Documents and clicking the relevant order, payment, signature or equivalent button.

Unless otherwise specified on the Platform or in the applicable Order, the Contract is formed when the Client has:

1. Selected the relevant Services;
2. Reviewed the Order Summary;
3. Accepted the Applicable Contractual Documents; and
4. Submitted the Order through the Platform.

Submission of the Order and acceptance of the Applicable Contractual Documents create the contractual commitment. Payment and the availability of the relevant Services are governed separately by the applicable payment schedule and contractual terms. An Order may take effect immediately upon creation where the applicable payment requirements and commencement conditions are satisfied.

RACKSLAB shall acknowledge creation of the Order electronically, including by email or through the Platform.

The Client may access the relevant contractual documents, invoices and Order information through its Account, subject to Platform availability and applicable retention rules.

Quote-Based Ordering Process

Certain Services, including OEM Licenses, specific developments, professional services and certain sponsorship packages, may require a prior Quote issued by RACKSLAB.

The Client may submit a quote request through the Platform by completing the relevant online form and providing the information requested by RACKSLAB.

A quote request submitted by the Client shall not constitute an Order and shall not bind RACKSLAB.

RACKSLAB may accept or reject any quote request at its discretion and may request additional information before issuing a Quote.

Unless otherwise stated in the Quote, each Quote shall remain valid for two (2) months from its issue date.

The Contract relating to a Quote is formed only when the Client:

1. Accepts the Quote through the Platform or by any other method accepted by RACKSLAB;
2. Accepts the Applicable Contractual Documents; and
3. Where applicable, signs the relevant contractual document.

Acceptance of the Quote creates the contractual commitment and the corresponding Order. Payment and the availability of the relevant Services are governed separately by the Quote and the applicable contractual terms.

After expiry of the validity period, RACKSLAB shall not be bound by the Quote and may issue a revised Quote.

Any change requested by the Client after acceptance of a Quote may require a new Quote, amendment or written approval by RACKSLAB.

Electronic Communications, Acceptance and Evidence

The Client agrees that all information exchanged with RACKSLAB for the purpose of entering into the Contract or in connection with its performance may be sent by electronic means, including by email, through the Platform or through the Client’s Account.

The Client acknowledges and agrees that ticking the relevant acceptance box, clicking on any button such as “Confirm”, “Order”, “Pay”, “Accept Quote”, “Sign” or any equivalent button displayed on the Platform, and completing the online ordering or quote acceptance process, shall constitute the Client’s full and binding acceptance of the Applicable Contractual Documents.

Such electronic acceptance shall be deemed to express the Client’s consent and shall have the same binding effect as a handwritten signature, subject to the evidentiary rules applicable under the Contract and applicable law.

The Client agrees that RACKSLAB may rely, as evidence, on any electronic record, log, timestamp, identifier, IP address, Account information, Organization information, Order record, Quote acceptance record, payment record, version number of the contractual documents accepted by the Client, file, data, operation or other item created, received, stored or archived directly or indirectly by RACKSLAB, including in its information systems, databases, Platform or third-party technical tools.

The Parties agree that such electronic evidence shall be admissible between them and shall have the same evidential value as a written document, unless proven otherwise.

RACKSLAB may archive the contractual documents, Order records, Quote records, acceptance logs and payment records in electronic form.

The Client may access certain contractual documents through its Account, including the applicable General Terms and Conditions, Special Terms, accepted Quotes, Orders, invoices and related documents, where made available by RACKSLAB.

FEES – SOFTWARE – LICENSE - SERVICES

Prices, Taxes, Invoicing and Payment

Fees

The Client shall pay the Fees specified in the applicable Order, Quote or Applicable Contractual Documents.

Unless otherwise stated in the applicable Order or Quote, Fees are expressed exclusive of taxes, duties, levies, bank charges, payment processing fees, withholding taxes and any other similar charges.

The Client shall be responsible for all applicable taxes, including VAT, sales taxes, use taxes, withholding taxes or any other taxes applicable to the Services, Software, licenses, Support Services, sponsorship packages or professional services, except for taxes based on RACKSLAB’s income.

Where applicable, RACKSLAB may invoice VAT or any other tax in accordance with applicable law.

The Client shall provide accurate billing and tax information, including a valid VAT number where applicable.

Online Payment

Orders placed through the Platform are payable in accordance with the payment schedule selected by the Client and specified in the applicable Order and Order Summary. One-time payment means payment of the Fees in a single payment; monthly billing means payment in monthly installments over the agreed term. Payments may be made by credit card, direct debit, bank transfer or any other payment method made available by RACKSLAB on the Platform.

Submission of the Order does not by itself entitle the Client to immediate access to the relevant Services, Software, license, Support Services or sponsorship package. Their availability remains subject to the payment requirements and commencement conditions specified in the applicable Order, Quote or Special Terms. Successful payment of a deposit or first installment does not by itself require immediate commencement of all Services.

Where payment is processed by a third-party payment service provider, the Client acknowledges that such provider may apply its own terms and conditions.

RACKSLAB shall not be responsible for any refusal, delay, suspension or malfunction attributable to the payment service provider, the Client’s bank or the payment method used by the Client.

Quote-Based Payment

For Services ordered on the basis of a Quote, the applicable payment schedule and payment terms shall be those specified in the Quote. The Quote may provide for one-time payment, a deposit followed by payment of the balance, or monthly billing where available for the relevant Services.

Unless otherwise specified in the Quote, invoices issued by RACKSLAB shall be payable within thirty (30) days from the invoice date.

RACKSLAB may require full or partial advance payment, a deposit, milestone payments or payment before delivery, depending on the nature of the Services.

Invoicing

Invoices shall be issued electronically and made available to the Client by email, through the Platform or through any other electronic means used by RACKSLAB.

The Client agrees to receive invoices electronically.

Where required under applicable French law, including the French electronic invoicing reform, invoices may be issued, transmitted, received and processed through any public portal, certified platform, partner dematerialization platform or any other electronic invoicing system required or permitted by applicable law.

The Client undertakes to provide and maintain all information necessary for such electronic invoicing, including its legal identification, billing details, VAT number and platform-related information where applicable.

The Client shall promptly notify RACKSLAB of any error in its billing information. RACKSLAB shall not be responsible for any delay or issue resulting from inaccurate or outdated billing information provided by the Client.

Late Payment

Any late payment shall automatically result, without prior notice, in the application of late payment interest calculated at a rate equal to five (5) times the French statutory interest rate, unless a higher or different rate is specified in the applicable Order or Quote in compliance with applicable law.

Late payment interest shall accrue from the day following the payment due date until full payment of all outstanding amounts, including principal, interest, costs and accessories.

In addition, in accordance with Article D.441-5 of the French Commercial Code, the Client shall automatically owe RACKSLAB a fixed recovery fee of forty (40) euros for each late payment. If RACKSLAB incurs recovery costs exceeding this fixed amount, RACKSLAB may claim additional compensation upon presentation of supporting documents.

RACKSLAB may suspend access to the Services, Software, Support Services, sponsorship benefits, Account or Platform, or refuse any new Order, until full payment of all outstanding amounts.

Software Availability and Delivery

Unless otherwise specified in the applicable Order or Quote, the Software is made available to the Client by electronic means, including through an online repository, download link, package manager, documentation portal, source code repository, binary package or any other technical method made available by RACKSLAB.

The Client is responsible for downloading, installing, configuring, hosting, operating, updating and maintaining the Software on its own infrastructure, unless specific installation, integration, Support Services or other professional services have been expressly ordered from RACKSLAB.

The Software is designed to be hosted and operated on-premises or in an environment controlled by the Client.

Unless expressly agreed otherwise, RACKSLAB does not access, administer, monitor or control the Client’s infrastructure.

Corrective releases, updates, patches, minor versions and major versions may be made available by RACKSLAB through the same technical channels.

The Client is responsible for deploying such releases, updates, patches or versions on its own infrastructure.

Any delivery date, release date or roadmap information communicated by RACKSLAB is indicative only, unless expressly stated as binding in the applicable Order or Quote.

License Grant and Open-Source Terms

Open-Source Licensing

The Software is made available under open-source licenses, including, as applicable, MIT, LGPL or any other open-source license identified by RACKSLAB.

The Client acknowledges that the rights to use, reproduce, modify or distribute the Software are governed by the applicable open-source license terms.

Nothing in the Contract shall restrict the rights granted to the Client under the applicable open-source licenses.

The Contract does not replace, modify or supersede the applicable open-source license terms. In case of contradiction between these General Terms and Conditions and the applicable open-source license terms regarding the open-source Software itself, the applicable open-source license terms shall prevail for the relevant open-source component.

Commercial Services

The Fees paid by the Client under the Contract relate to commercial services or additional contractual benefits provided by RACKSLAB, including, as applicable, Enterprise License benefits, OEM License benefits, Support Services, service level commitments, professional services, specific developments, sponsorship benefits, integration services or other services described in the applicable Order or Quote.

The Client acknowledges that such Fees are not charged in consideration for rights already granted free of charge under the applicable open-source licenses, but in consideration for the additional services and contractual commitments provided by RACKSLAB.

Any contractual limitations applicable to an Enterprise License or OEM License apply only to the commercial services, support commitments, additional benefits, deployment scope, integration assistance and contractual commitments provided by RACKSLAB, and shall not restrict any rights granted to the Client directly under the applicable open-source licenses.

For the avoidance of doubt, the Contract may define the commercial scope of the services provided by RACKSLAB, including support levels, response times, deployment parameters, number of users, number of clusters, number of nodes, integration scope, duration, Fees and other contractual benefits, without affecting the rights granted to the Client under the applicable open-source licenses.

Documentation

RACKSLAB may make technical documentation, installation guides, user documentation, release notes or other materials available to the Client.

Unless otherwise stated, such documentation is provided for information purposes and may be updated from time to time.

The Client is responsible for ensuring that it uses the documentation corresponding to the relevant Software version.

Enterprise License and OEM License Specific Terms

For the purposes of these General Terms and Conditions, the terms “Enterprise License” and “OEM License” refer to commercial plans giving access to the services and benefits described in this Article and in the applicable Order or Quote. They do not replace, restrict or extend the rights granted under the applicable Open-Source License, except where expressly stated otherwise.

Enterprise License

Where the Client orders an Enterprise License, the scope, duration, number of users, number of clusters, applicable Software, Support Services, service level commitments and Fees shall be specified in the applicable Order or Quote.

Unless otherwise stated in the applicable Order or Quote, the Enterprise License may include:

1. Professional enterprise support;
2. Service level commitments;
3. A guaranteed initial response time during Business Hours;
4. A fixed number of clusters and users;
5. Access to the relevant Software and related documentation.

The Enterprise License is limited to the number of users, installations, clusters, nodes and/or other technical resources specified in the applicable Order or Quote.

The Enterprise License does not include specific developments, custom integrations, on-site services, training, migration services or any other professional services unless expressly stated in the applicable Order or Quote.

OEM License

The OEM License is intended for Clients that integrate the Software into their own products, services or solutions, whether such products, services or solutions are hosted, provided as a SaaS offering, deployed on the Client’s infrastructure or on the infrastructure of its end customers, distributed, resold or otherwise made available to third parties.

The OEM License does not grant the Client any additional rights in respect of the Software beyond those granted under the applicable Open-Source License. In particular, any right to use, reproduce, modify, redistribute, resell, rebrand or make the Software available to third parties shall remain governed by the applicable Open-Source License.

Subject to the applicable Order or Quote, the OEM License entitles the Client to benefit from Support Services in accordance with the Support Terms.

Unless otherwise stated in the applicable Order or Quote, the OEM License is not limited to a predetermined number of users, installations, clusters, nodes or other technical resources. The Client shall nevertheless provide R with accurate and sufficiently detailed information concerning the anticipated scope, architecture, deployment model, capacity and use of the Software for the purpose of determining the applicable fees.

The price, duration, scope of Support Services and any specific technical or commercial conditions applicable to the OEM License shall be set out in the applicable Order or Quote.

Metrics and Use Parameters

The Client shall comply with the metrics and use parameters specified in the applicable Order or Quote, including, where applicable, number of users, number of clusters, number of nodes, deployment scope, duration, territory, support level or sponsorship level.

For OEM Licenses, the applicable metrics and use parameters may include, without limitation, deployment environment, infrastructure scope, number of clusters, number of nodes, number of users, integration scope, permitted use case, territory, duration, support level and any restriction specified in the applicable Quote or Order.

The Client shall not circumvent, misrepresent or underreport such metrics.

RACKSLAB may request reasonable information from the Client to verify compliance with the applicable metrics, provided that such request does not unreasonably interfere with the Client’s operations.

Support Services

RACKSLAB may provide support and maintenance services, including N2-N3 support, helpdesk assistance, ticketing services, corrective support and related technical assistance, as specified in the applicable Order or Quote.

Support Services are not available independently from a valid Enterprise License or OEM License for the relevant Software. Their scope, duration, fees and any specific conditions shall be set out in the applicable Order or Quote.

Support Services are governed by these General Terms and Conditions, the applicable Order or Quote and the specific support terms accepted by the Client, including the Support Terms.

In case of conflict between these General Terms and Conditions and the Support Terms regarding the scope, conditions, service levels, exclusions, supported versions, support hours or operation of the Support Services, the Support Terms shall prevail.

Specific Developments

RACKSLAB may provide specific development services, including feature development, customization, integration or adaptation of the Software, as specified in the applicable Quote and specifications.

Specific developments are governed by these General Terms and Conditions, the applicable Quote, and the Specific Development Agreement accepted by the Client.

In case of conflict between these General Terms and Conditions and the Specific Development Agreement regarding the scope, specifications, delivery, acceptance, intellectual property, schedule, exclusions or conditions applicable to specific developments, the Specific Development Agreement shall prevail.

Sponsorship

RACKSLAB may offer sponsorship packages allowing the Client to benefit from certain visibility, community, consultation or promotional benefits, as specified in the applicable Order or Quote.

Sponsorship packages are governed by these General Terms and Conditions, the applicable Order or Quote and the Sponsorship Terms.

In case of conflict between these General Terms and Conditions and the Sponsorship Terms regarding the scope, sponsorship level, benefits, duration, visibility, use of trademarks, exclusions, suspension or termination of sponsorship benefits, the Sponsorship Terms shall prevail.

Client Obligations

The Client shall:

1. Use the Software, Platform and Services in accordance with the Contract, applicable law and applicable open-source license terms;
2. Provide accurate, complete and up-to-date information to RACKSLAB;
3. Ensure that its Authorized Users comply with the Contract;
4. Maintain the confidentiality and security of its Account credentials;
5. Comply with the applicable technical prerequisites;
6. Cooperate with RACKSLAB in connection with the Services;
7. Pay all Fees when due;
8. Refrain from using the Software, Platform or Services for unlawful, harmful, fraudulent, infringing or abusive purposes;
9. Refrain from interfering with the security, integrity, availability or proper functioning of the Platform or Services;
10. Ensure that Client Data submitted to RACKSLAB is lawful, accurate, relevant and limited to what is necessary.

The Client shall not submit to RACKSLAB any sensitive, regulated, classified, confidential or personal data unless strictly necessary for the performance of the Services and subject to appropriate safeguards agreed between the Parties.

The Client is solely responsible for its own infrastructure, systems, data, backups, security policies, regulatory obligations, internal procedures and use of the Software.

The Client shall indemnify RACKSLAB against any third-party claim, loss, damage, cost or expense arising from the Client’s unlawful use of the Software or Services, breach of the Contract, breach of applicable open-source license terms, infringement of third-party rights, or unlawful Client Data.

Data, Logs and Confidentiality

Client Data and Technical Information

In connection with the Services, the Client may provide RACKSLAB with Client Data, including logs, configuration files, technical data, error messages, diagnostic data, screenshots, environment descriptions, version numbers, access information or other information required to perform the Services.

The Client shall ensure that any Client Data submitted to RACKSLAB is necessary, relevant and limited to what is required for the relevant Service, support ticket, quote request, specific development or contractual performance.

The Client remains solely responsible for the accuracy, quality, legality and relevance of Client Data.

Personal Data

The Parties acknowledge that certain Client Data may include personal data, including business contact details, identifiers, IP addresses, logs or other information relating to identified or identifiable individuals.

Each Party shall comply with applicable data protection laws in connection with the performance of the Contract.

Where RACKSLAB processes personal data as a controller, including in connection with Account management, Platform access, billing, commercial relationship management, communications, security, audit trails or compliance purposes, such processing shall be governed by RACKSLAB’s privacy policy, available at https://rackslab.io/en/privacy/, as amended from time to time.

The Client undertakes to ensure that its Authorized Users and any relevant personnel are informed of RACKSLAB’s privacy policy and of the fact that their personal data may be processed by RACKSLAB in connection with the Platform, the Account, the Services and the performance of the Contract.

If and to the extent RACKSLAB is required to process personal data on behalf of the Client and under the Client’s documented instructions in connection with the Services, the Parties shall enter into or apply appropriate data processing terms in accordance with applicable data protection laws.

The Client shall not provide with personal data that is not necessary for the performance of the relevant Services.

Confidentiality

Each Party undertakes to keep confidential all non-public information disclosed by the other Party in connection with the Contract, including technical, commercial, financial, strategic, contractual, operational and business information.

Confidential information may only be used for the purposes of performing the Contract and may only be disclosed to employees, officers, contractors, subcontractors, advisors or representatives who need to know such information for the performance of the Contract and are bound by confidentiality obligations.

The confidentiality obligation shall not apply to information that:

1. Is or becomes publicly available without breach of the Contract;
2. Was lawfully known by the receiving Party before disclosure;
3. Is lawfully obtained from a third party without confidentiality restriction;
4. Is independently developed without use of the other Party’s confidential information;
5. Must be disclosed by law, regulation, court order or competent authority, provided that the receiving Party informs the disclosing Party where legally permitted.

The confidentiality obligations shall apply during the term of the Contract and for five (5) years after its expiry or termination.

Security

RACKSLAB shall implement reasonable technical and organizational measures designed to protect Client Data processed by RACKSLAB in connection with the Services against unauthorized access, loss, alteration or disclosure.

The Client remains responsible for the security of its own infrastructure, systems, access rights, credentials, backups, data and environments.

INTELLECTUAL PROPERTY – LIABILITY – TERMINATION – MISCELLANEOUS

Intellectual Property

Ownership of RACKSLAB Materials

Unless expressly stated otherwise in the applicable Contractual Documents, RACKSLAB retains all ownership rights, title and interest in and to:

1. The Software, subject to the rights granted under the applicable open-source licenses;
2. Its source code, object code, architecture, methods, know-how, tools, libraries, documentation and technical materials;
3. Its trademarks, trade names, logos, domain names and distinctive signs;
4. Its platforms, interfaces, databases, processes and technical environments;
5. Any updates, patches, corrections, releases, improvements, adaptations, developments or derivative elements created by RACKSLAB.

Nothing in the Contract shall be construed as transferring any intellectual property right from RACKSLAB to the Client, unless expressly provided otherwise in a written agreement signed by RACKSLAB.

Client Materials

The Client retains all rights in and to its own data, documents, information, trademarks, logos, business names, technical materials and other elements provided to RACKSLAB for the performance of the Contract.

The Client grants RACKSLAB a non-exclusive, worldwide, royalty-free right to use, reproduce, display, process, host and transmit such Client materials solely to the extent necessary to perform the Contract.

The Client represents and warrants that it has all rights, authorizations and licenses required to provide such materials to RACKSLAB and to allow RACKSLAB to use them for the purposes of the Contract.

Feedback

The Client may provide suggestions, ideas, requests, comments, feedback or recommendations relating to the Software, Services, roadmap or documentation.

Unless otherwise expressly agreed in writing, RACKSLAB may freely use such feedback to improve, modify, develop, commercialize or distribute its Software, Services and documentation, without any obligation to compensate the Client or obtain further approval.

Commercial References

Unless the Client objects in writing, RACKSLAB may mention the Client’s name, business name, logo and trademarks as a commercial reference, including on its website, sales materials, presentations and public communications.

Such use shall be limited to identifying the Client as a customer or sponsor of RACKSLAB and shall not imply any endorsement, partnership, agency or joint venture, unless expressly agreed otherwise.

The Client may request RACKSLAB to cease or modify such use where it reasonably affects the Client’s brand guidelines or reputation.

Third-Party Components and Open-Source Dependencies

The Client acknowledges that the Software may include, interact with or depend on third-party components, open-source components, libraries, packages, APIs, operating systems, dependencies or external tools.

Such components may be governed by their own license terms, documentation, technical requirements, security policies or support conditions.

The Client shall comply with all applicable third-party and open-source license terms.

RACKSLABE shall use reasonable efforts to identify and manage third-party components included in the Software, but the Client acknowledges that open-source ecosystems may evolve over time and that components may be updated, replaced or removed.

Unless expressly stated otherwise in the applicable Order or Quote, RACKSLAB does not provide any warranty regarding third-party components, external systems, third-party infrastructure or components not developed or controlled by RACKSLAB.

The Client is responsible for ensuring that its use, integration, modification, redistribution or deployment of the Software and any third-party components complies with applicable laws and license terms.

Warranties

Professional Services

RACKSLAB shall perform the Services with reasonable skill, care and diligence, in accordance with professional standards applicable to similar IT services.

RACKSLAB’s obligations under the Contract are obligations of means.

Software

The Client acknowledges that open-source software may evolve, be updated, contain bugs, require configuration and depend on the Client’s infrastructure, environment and technical choices.

Except as expressly provided in the Contract, the Software and Services are provided without any warranty that they will:

1. Meet all of the Client’s specific needs;
2. Operate without interruption or error;
3. Be compatible with all systems, infrastructure, dependencies or configurations;
4. Be free from any anomaly, vulnerability or defect;
5. Achieve any specific performance, business, financial or operational result.

Liability

General Principle

Each Party shall be liable for direct damages caused to the other Party by its proven breach of the Contract, subject to the limitations and exclusions set out below. RACKSLAB shall only be liable for damages directly attributable to RACKSLAB and resulting from a proven fault, breach or negligence.

Excluded Damages

To the maximum extent permitted by applicable law, RACKSLAB shall not be liable for any indirect, consequential, incidental, special or unforeseeable damages, including: loss of profits, loss of revenue; loss of business, loss of opportunity, loss of customers, loss of goodwill or reputation, loss, corruption, inaccuracy or recovery costs of data or files, business interruption, costs of substitute software, services or technology, increased internal costs, claims brought against the Client by third parties, except where such claim directly results from RACKSLAB’s proven breach of the Contract.

Liability Cap

To the maximum extent permitted by applicable law, RACKSLAB’s aggregate liability under the Contract, regardless of the legal basis, shall not exceed the total amount of Fees paid by the Client to RACKSLAB under the relevant Order or Contract during the twelve (12) months preceding the event giving rise to liability.

Where the relevant Order or Contract has lasted less than twelve (12) months, the cap shall be calculated on the Fees actually paid by the Client under that Order or Contract.

Exclusions

RACKSLAB shall not be liable for any damage, delay, failure, loss or malfunction resulting from:

1. The Client’s infrastructure, systems, network, equipment, software, security policies or internal procedures;
2. Incorrect installation, configuration, hosting, operation, use or maintenance by the Client;
3. The Client’s failure to update the Software or use a supported version;
4. Third-party components, software, services, systems or infrastructure not controlled by RACKSLAB;
5. Insufficient, inaccurate or delayed information provided by the Client;
6. Unauthorized access, cyberattack, malware, intrusion or security incident affecting the Client’s environment, except where directly caused by RACKSLAB’s proven fault;
7. Misuse, anormal use or use contrary to the Contract, documentation or applicable licenses;
8. Force majeure.

Exceptions to the Liability Cap

The liability cap shall not apply to liability that cannot be limited under applicable law, or to damages resulting from willful misconduct or gross negligence where such limitation is not permitted under applicable law.

Term, Renewal, Suspension and Termination

Term

These General Terms and Conditions apply from the Effective Date and remain in force for the duration of the relevant Order, Quote, license, subscription, Support Service, sponsorship package, Specific Development Agreement or other Service.

The agreed fixed term is independent of the payment schedule. Monthly billing spreads payment of the Fees over that term and does not create a succession of monthly contracts or a right to cancel at the end of any month. Subject to the cancellation and termination provisions below, the Client commits to the entire agreed term and the Fees payable for that term. For example, a twelve (12) month Order billed monthly remains a twelve (12) month commitment; ceasing use or stopping payments after six (6) months does not release the Client from the remaining payment obligations.

Completion of all payments, including a one-time payment at the beginning of the term, does not shorten the agreed term of the relevant Services.

Certain provisions shall survive expiry or termination of the Contract, including provisions relating to payment, confidentiality, intellectual property, open-source licenses, evidence, liability, data, applicable law and jurisdiction.

Renewal

The duration and renewal terms applicable to each Service shall be specified in the relevant Order, Quote or Special Terms.

Unless expressly stated otherwise in the applicable Order, Quote or Special Terms, Services are not automatically renewed.

Where automatic renewal applies, the renewal period, renewal conditions and termination notice period shall be specified in the applicable Order, Quote or Special Terms.

Suspension

RACKSLAB may suspend access to all or part of the Platform, Account, Software, Services, Support Services or sponsorship benefits, without liability, in the event of:

1. Late payment;
2. Breach of the Contract by the Client;
3. Security risk;
4. Unlawful, fraudulent, abusive or harmful use;
5. Suspected unauthorized access;
6. Use likely to affect the integrity, security or availability of the Platform, Software or Services;
7. Breach of applicable open-source or third-party license terms;
8. Legal or regulatory requirement.

Where reasonably possible, RACKSLAB shall inform the Client of the suspension and the reason for it, unless prohibited by law or where urgent action is required to protect the Platform, Software, Services, RACKSLAB, the Client or third parties.

Termination for breach

In the event of a material breach by either Party of its contractual obligations, the non-breaching Party may notify the breaching Party of the breach and request that it be remedied.

If the breach is not remedied within twenty (20) calendar days from receipt of the notice, the non-breaching Party may terminate the relevant Contract, Order or Service by written notice, without prejudice to any damages that may be claimed.

Termination shall take effect only for the future. Fees corresponding to Services already performed, licenses already granted for the relevant period, or benefits already provided shall remain due.

Termination for Convenience

Termination for convenience may apply only where expressly provided in the applicable Order, Quote or Special Terms. Unless otherwise stated, fixed-term Orders, licenses, subscriptions, Support Services, sponsorship packages and Specific Development Agreements may not be terminated for convenience before the end of their contractual term, regardless of their payment schedule.

Monthly billing does not alter the Client's commitment for the agreed fixed term. Cancellation may nevertheless be accepted by RACKSLAB, including through the Platform.

These provisions do not affect termination for material breach, rights under applicable law or exceptions expressly agreed in the applicable Order, Quote or Special Terms.

Effects of Termination

Subject to any cancellation accepted by RACKSLAB, upon expiry or termination of the relevant Contract, Order or Service:

1. The Client shall immediately cease using the Services or benefits that are no longer active, except to the extent permitted by applicable open-source licenses;
2. RACKSLAB may suspend or terminate access to the relevant Platform features, Support Services, sponsorship benefits or paid services;
3. All outstanding Fees shall become immediately payable;
4. Each Party shall return or delete the other Party’s confidential information upon request, subject to legal retention obligations and technical backup constraints;
5. Termination shall not affect rights and obligations accrued before termination.

Termination of paid Services shall not affect the rights granted to the Client under applicable open-source licenses, to the extent such rights arise independently from the Contract.

Changes to the Services

RACKSLAB may modify, improve, update, replace or discontinue certain features, technical components, documentation, interfaces, workflows, dependencies or ancillary services.

During an ongoing contractual period, RACKSLAB shall use reasonable efforts to ensure that such changes do not materially reduce the essential features of the Services ordered by the Client, provided that the Client has paid the Fees due under the agreed payment schedule.

RACKSLAB may make any change required to comply with applicable law, security requirements, technical constraints, open-source license requirements, third-party component changes, vulnerability remediation or changes in the Software ecosystem.

RACKSLAB may also modify the Platform, technical delivery methods, repositories, documentation portals, payment methods or ordering workflows, provided that the Client continues to have reasonable access to the Services ordered, subject to the Contract.

Roadmaps, release dates, feature plans and development priorities communicated by RACKSLAB are indicative only and do not constitute binding commitments, unless expressly stated otherwise in the applicable Order, Quote or Special Terms.

Miscellaneous

Independence of the Parties

The Parties are independent contractors. Nothing in the Contract shall be construed as creating between the Parties any partnership, joint venture, agency, franchise, employment relationship, mandate or corporate relationship. Neither Party is authorized to bind the other Party or act in the name or on behalf of the other Party, unless expressly agreed in writing.

Subcontracting

RACKSLAB may subcontract all or part of the Services to subcontractors, service providers, hosting providers, technical providers, payment providers or other third parties.

RACKSLAB shall remain responsible for the performance of the Services by its subcontractors, subject to the limitations and exclusions of liability set out in the Contract.

Where subcontracting involves the processing of personal data on behalf of the Client, such subcontracting shall be governed by the applicable data protection terms.

Assignment

The Client may not assign, transfer or delegate the Contract, any Order, Quote or rights and obligations arising therefrom without RACKSLAB’s prior written consent. RACKSLAB may assign or transfer the Contract, in whole or in part, to any affiliate, successor, purchaser of its business or assets, or entity resulting from a merger, restructuring, reorganization or change of control, provided that such transfer does not materially reduce the Client’s rights under the Contract.

Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations where such delay or failure results from a force majeure event within the meaning of applicable French law.

Force majeure may include, where the legal conditions are met, natural disasters, war, terrorism, riots, labor disputes, epidemics, pandemics, government action, failure of telecommunications networks, energy failure, cyberattacks, failure of third-party providers or any event beyond the reasonable control of the affected Party.

The affected Party shall inform the other Party as soon as reasonably possible and shall use reasonable efforts to mitigate the effects of the force majeure event.

If the force majeure event is temporary, performance of the affected obligations shall be suspended. If it is definitive or lasts for a period making continuation of the Contract unreasonable, the Contract may be terminated in accordance with applicable law.

Partial Invalidity

If any provision of the Contract is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall, where necessary, replace the invalid, illegal or unenforceable provision with a valid and enforceable provision that most closely reflects the original economic and legal intent.

No Waiver

No failure or delay by either Party to exercise any right, remedy or power under the Contract shall operate as a waiver of such right, remedy or power. Any waiver must be express and in writing. A waiver of any breach shall not constitute a waiver of any subsequent breach.

Notices

Any notice relating to the Contract may be sent by email, through the Platform, by registered letter with acknowledgment of receipt, by courier or by any other method specified in the applicable Order, Quote or Special Terms.

Notices to the Client may be sent to the contact email address, billing address or registered office provided in the Account, Organization, Order or Quote.

Notices to RACKSLAB shall be sent to the address specified in the Contract or to any legal or support contact designated by RACKSLAB. The Client is responsible for keeping its contact details up to date on the Platform.

Entire Agreement

The Contract constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, proposals, negotiations, representations or agreements, whether written or oral, relating to the same subject matter.

Language

The Contract may be made available in English and, where applicable, in another language for information purposes. Unless otherwise expressly agreed, the English version shall prevail between the Parties.

Applicable Law and Jurisdiction

The Contract and the relationship between the Parties shall be governed by French law, excluding any conflict-of-law rules that would lead to the application of another law.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract.

In the event of any dispute arising out of or in connection with the Contract, including its validity, interpretation, performance, termination or consequences, the Parties shall attempt in good faith to resolve the dispute amicably.

Failing amicable resolution, and except where mandatory rules of public policy provide otherwise, the Parties expressly submit to the exclusive jurisdiction of the Commercial Court of Rennes, France, including in summary proceedings, third-party proceedings or multiple-defendant proceedings.