Terms of Sale
1. Parties and scope
Publisher / Licensor / Provider: Emmanuel Revy, sole trader (entrepreneur individuel, EI), trading under the commercial name ProxCenter. Business establishment: 173 rue de Courcelles, 75017 Paris, France. Registered with the French National Business Register (RNE) under SIREN 885 316 455 and SIRET 885 316 455 00017. Contact: [email protected]. These Terms of Sale govern subscriptions to ProxCenter Enterprise Edition solely where the Customer acts for professional purposes. They are not an offer to consumers or non-professionals. The person ordering confirms it is authorised to bind the Customer. "Order" means an online order, order form or quotation accepted by the Publisher. "Subscription" means the paid right to Enterprise features for the agreed term and number of Nodes. "Node" means a Proxmox VE or Proxmox Backup Server host managed by the Software.
2. Order and delivery
The Order prevails only for its express commercial variables; these Terms of Sale then prevail; the EULA governs licence scope and intellectual property; the SLA governs support targets only. Customer terms do not apply unless signed by the Publisher. An Order is binding when accepted by confirmation or provision of a licence key. After confirmed payment, the licence key is provided through the agreed channel or Customer account. Delivery is complete when the key is made available.
3. Prices, taxes and payment
Prices are in EUR and exclude VAT, duties, bank charges and similar levies unless stated otherwise. The Customer must provide accurate billing data and, where relevant, a valid VAT identification number and evidence of its professional status and establishment. Invoice wording and VAT depend on the Customer location and status. For French supplies, while the Publisher validly benefits from the franchise en base de TVA regime, invoices state "TVA non applicable, art. 293 B du CGI". Eligible B2B EU supplies may use the reverse charge following the required verification. Customers remain responsible for local taxes unless mandatory law makes the Publisher responsible. Payment is due in full upon Order unless stated otherwise. In B2B cases, late-payment interest is due from the day after the due date at three times the French legal interest rate, plus the fixed EUR 40 recovery indemnity per unpaid invoice, without prejudice to additional recoverable costs where permitted. After written notice, the Publisher may suspend Enterprise features for unpaid amounts.
4. Renewal
Subscriptions renew for successive annual terms unless either party gives written non-renewal notice at least 30 days before term end. The Publisher may change a renewal price by notice at least 30 days before the new term.
5. Customer duties, warranty and support
The Customer must stay within its licensed Node count, maintain suitable infrastructure, backups and security, ensure users comply with the EULA, use supported versions and cooperate reasonably with support. During an active Subscription, the Publisher warrants that unmodified Software will substantially conform to then-current documentation when used in a supported environment. The exclusive remedy is repair, replacement or a reasonable workaround, at the Publisher's option. This does not cover unsupported or modified versions, third-party products, misuse or Customer infrastructure. Support is governed by the SLA.
6. Liability
To the maximum extent allowed by law, neither party is liable for indirect, consequential, special or punitive loss, including loss of profit, revenue, goodwill, anticipated savings, data or business opportunity. The Publisher's aggregate liability is capped at the fees actually paid for the affected Subscription during the 12 months before the event. Nothing limits liability that cannot lawfully be limited, including fraud or wilful misconduct.
7. Termination, confidentiality and data
The Publisher may suspend or terminate for material breach, including material overuse, licence circumvention or non-payment, not remedied within 15 days after written notice where capable of remedy. Each party must protect the other's non-public technical, commercial and security information with reasonable care. Each party is an independent controller for its business-contact and billing data. If the Publisher processes personal data on Customer instructions, the DPA applies.
8. Governing law
French law applies. The parties will first seek an amicable resolution. Jurisdiction is determined by applicable procedural law.
By placing an Order, you acknowledge that you have read, understood, and agree to be bound by these Terms of Sale.