Terms & Condition

ARTICLE 1. DEFINITIONS

 

The terms used in the singular or plural in the body of these General Terms and Conditions of Sale and Use beginning with a capital letter have the meaning given to them below:

Associated Services: means the services specific to each Product proposed by FIRECELL within the framework of a subscription (ex. Warranty and Support Services, R&D Services);

Client: means the Client, a legal entity, purchasing one or more Products from FIRECELL;

Client Account: means the personal virtual space allocated to the Client on the Site, from which the Client can manage its subscription;

Equipment: means the Equipment sold by FIRECELL, included or not in a FIRECELL Package;

FIRECELL: means the simplified joint stock company FIRECELL, registered in the Trade and Companies Register under number 899 190 268, whose headquarters are located at 10 allée de la Palmeraie, 06300 Nice, France. FIRECELL can be contacted at [email protected] or 04 22 70 03 40. 

FIRECELL Package: means the offer including one or several Equipments, a License on the corresponding Software, and a subscription;

FIRECELL Software: means the software on which FIRECELL grants a right of license of use;

GTCU: means the present General Terms and Conditions of Sale and Use concluded between FIRECELL and the Client;

License: means the right of license granted by FIRECELL on the Software, within the framework of a purchase of the Product;

Product: means, together or separately, the Equipment, the Licenses and the Associated Services;

Site: means FIRECELL's e-commerce site where the Products are sold and where the Client Account is located, accessible at firecell.io ;

Service Level Agreement (or “SLA”): means the commitments of FIRECELL with regard to its intervention in the event of technical problems on the Products;

Special Terms and Conditions: means the specific terms and conditions of sale and use for each Product, which supplement these GTCU; 

Support Account : means the personal virtual space allocated to the Client, from which the Client can access the Associated Services; 

User: means any natural person visiting the Site and/or using the Products;

Warranty and Support Services: means the Associated Services of support and maintenance of the Products proposed by FIRECELL within the framework of the subscription.

 

ARTICLE 2. PURPOSE 

 

The purpose of these GTCU is to define the terms and conditions of purchase and use of the Products and the Site, as well as to define the rights and obligations of the parties in this context.

The access and the use of the Site and the Products which are proposed by FIRECELL are subjected to the respect of the present GTCU. Any access to the Site and/or its use implies the acceptance and the respect of all the terms of the present and their unconditional acceptance.

Any Client is deemed to have accepted the present GTCU when ordering a Product on the Site. The access and the acceptance of the present GTCU by the Client are materialized by a checkbox "I accept the General Conditions of Sales and Use of FIRECELL".

The GTCU are accessible and printable at any time, by means of a link located on the Site, allowing their display on an autonomous internet page. 

They may be supplemented by Special Terms and Conditions for certain services, which supplement these GTCU and, in case of contradiction, prevail over them.

 

ARTICLE 3. PLACING AN ORDER FOR A PRODUCT

 

3.1. Quality 

By purchasing a Product from FIRECELL, the Client declares that it is acting in a professional capacity, in the sense of the first article of the French Consumer Code.

 

3.2. Validation of the order

In order to obtain information on the Products offered by FIRECELL, the Client can consult on the Site, the description of the Products offered, a Frequently Asked Questions, the prices charged, the general conditions applied by FIRECELL, as well as the legal notices and the privacy policy in place. The Client may also contact FIRECELL to obtain additional information.

The Client chooses the Product it wants to buy: a FIRECELL Package or an Equipment alone. 

When offered, the Client chooses the level of subscription it wishes.

For the purchase of a FIRECELL Package, the Client is informed, before validation of the payment, of the cost of the Equipment and License as well as the annual cost of the subscription. The delivery costs are included in the price indicated to the Client. The Client understands and accepts that the purchase of the first year of subscription is mandatory for any purchase of a FIRECELL Package.

For the purchase of Equipment alone, the Client is informed, before validation of the payment, of the cost of the Equipment. The delivery costs are included in the price indicated to the Client. 

Before validation of payment, the Client fills in the required information, and in particular

  • The name, first name, email address of the User acting on behalf of the Client
  • Client's contact information
  • The delivery address
  • The bank details associated with the payment method chosen by the Client.

The Client undertakes to provide correct and up-to-date information.

Before definitively validating the payment, the Client acknowledges and accepts the present GTCU, the Special Terms and Conditions if any, as well as the Privacy Policy of FIRECELL.

The order is considered validated upon receipt of the full payment required at the time of purchase.

Once the order is validated, the Client receives a confirmation email.

Unless otherwise agreed between the Parties, any validated order is final and cannot be canceled or modified. If the Client modifies its subscription from its Client Account, this modification will only take effect upon renewal of the subscription.

 

3.3. Delivery of the Equipment

The delivery of the Equipment is made to the delivery address provided by the Client at the time of purchase or on its Client Account. If an Equipment is returned to FIRECELL for non-claim or wrong delivery address provided by the Client, FIRECELL reserves the right to invoice the Client for the reshipment costs.

The choice of the carrier belongs to FIRECELL. The transfer of risks of the Equipment to the Client takes place when the carrier chosen by FIRECELL takes physical possession of the Equipment.

The delivery times specified at the time of the order are given as an indication only, and are not binding on FIRECELL. Any delay in the delivery of the Products shall not give rise to the allocation of damages or the cancellation of the order to the benefit of the Client.

FIRECELL supports all duties, taxes, customs fees and other charges levied by the country of destination, until delivery of the Equipment to its destination.

If applicable law requires a Client to withhold any taxes levied on payments to be made pursuant to the GTCU ("Withholding Tax"), the prices and fees shall be adjusted upwards so that FIRECELL does not bear the cost of such a Withholding Tax.

 

3.4. Receipt of the Equipment and reporting of defects in conformity

The Client must verify upon receipt, the conformity of the delivered Equipment to its order and the absence of any apparent defect. Any possible reservations must be expressed on the delivery slip and confirmed to FIRECELL, by registered letter with acknowledgement of receipt within 72 (seventy-two) hours following the reception. 

In the absence of reservations expressed in the above-mentioned manner, the Equipment delivered shall be deemed to comply with the order. 

Upon receipt of the reservations and proof thereof (photos), FIRECELL will instruct the Client on how to proceed, depending on the defect found.

The Equipment shall not be returned to FIRECELL unless expressly instructed by FIRECELL to do so. If required, FIRECELL shall bear the costs of returning the defective Equipment, and of returning, as soon as possible, a replacement. 

 

3.5. Return Policy 

The Client has a return period of fourteen (14) clear days, including holidays, from receipt of the Equipment, from the date of receipt, as evidenced by the carrier's proof of receipt.

The Client exercises the return policy by informing FIRECELL of its decision by an e-mail to the following address within the return period : ([email protected]).

It includes its name, mailing address, telephone number, and e-mail address.

Upon receipt of the notification of return, FIRECELL will immediately deactivate the Client’s access to the Associated Services, which the Client understands and accepts.

However, the Client shall retain access to its Client Account, and in particular to its purchase history and invoices.

Client shall print the “return invoice” provided by FIRECELL in three (3) copies for the shipment of the Equipment back by the same carrier, and comply with the instructions provided by FIRECELL. The shipping fees are borne by the Client.

The return of the Equipment must be made in its original packaging, in a correct state, i.e. without excessive handling (absence of significant deterioration of the packaging or of the product), at the latest within fourteen (14) days following the communication of its decision to withdraw and accompanied by all accessories and possible notices and the indication of the invoice to which the products relate, to the following postal address:

 

FIRECELL

21 Avenue Thiers

06001 Nice, France

 

The Client bears all risks and costs of this shipment. FIRECELL will not be responsible in case of loss, theft or delay of the returned product. The burden of proof of the return is on the Client.

FIRECELL will reimburse the Client of the whole cost of the purchase, minus the shipping fee for returning the Equipment,, within a maximum period of fourteen (14) days from the earliest event between the effective return of the Equipment and the sending by the Client of the proof of shipment of the Equipment. 

Damage or missing parts due to Client tampering may result in the Client being charged a fee based on the condition of the Equipment.

 

3.6. Creation of a Support Account 

The Client is invited to create a Support Account in order to access the Associated Services.

The creation of a Support Account requires to fill in all the fields of the required form, and to choose a password.

In accordance with article 10.3 of the GTCU, the Client is responsible for the confidentiality and security of its personal identifiers allowing its authentication on its Support Account. 

 

ARTICLE 4. ASSOCIATED SERVICES

 

The Associated Services are proposed by FIRECELL to the Client who has an active subscription. 

FIRECELL can offer different Associated Services and levels of subscriptions.

The terms and conditions specific to each Associated Services, to each level of subscription, as well as the SLA specific to each Product, are defined in the Special Terms and Conditions, which the Client accepts at the time of purchase of the Products.

 

4.5. Service Level Agreement

If the Client encounters a technical problem, it can request the support service of FIRECELL by creating a ticket, on the platform accessible from the Support Account.

The Service Level Agreement to which FIRECELL commits itself depends on the active subscription of the Client, as well as on the degrees of severity of the technical problem, as defined in article 1 (Critical, Major or Minor). 

If any, the Service Level Agreement is defined in the Special Terms and Conditions specific to the Products accepted by the Client at the time of purchase.

 

ARTICLE 5. FIRECELL SOFTWARE LICENSE

 

FIRECELL grants the Client a non-exclusive and non-transferable right to use the Software associated with the Product purchased by the Client. This right can only be exercised by the Client for the needs of its use of the Product, in accordance with its destination as defined in the documentation specific to the Product, for personal and non-commercial purposes.

This License is granted for worldwide use and for the duration of the use of the Product by the Client.

Any use of the Software not expressly permitted under the GTCU is prohibited. 

In this regard, the Client shall not:

  • modify, adapt, distort, translate the Software or create any computer program derived from it; 
  • integrate the Software in another software; 
  • sublicense, rent, lease, lend, or transfer the Software in any way to a third party; 
  • except for mandatory legal provisions to the contrary, reverse engineer, decompile, disassemble or attempt to misappropriate the source codes of the Software; 
  • allow any other entity or person to access or use the Software in any way; 
  • use or make copies of the Software for any purpose except for backup or testing purposes;
  • remove or bypass the protection license key associated with the Product.

These prohibitions do not apply to open source components included in the Software, to the extent that such activity is permitted by the license terms governing those components.

Except for the essential patents (as defined below), FIRECELL represents that it holds all of the intellectual property rights, and sub-licensing rights, or that it openly shows the use of open source licenses as to Software components used in the Products, and that the use of the Products as delivered by FIRECELL, in accordance with the related documentation and the provisions of this GTCU, shall not infringe any third party intellectual property rights.

Essential patent means any patent claim the use of which is necessarily and unavoidably required for 3GPP compliance, only to the extent that infringement cannot be avoided in order to remain compliant with the relevant 3GPP standards, for technical (but not commercial) reasons, in the light of normal technical practice and the state of the art generally available at the relevant time.

FIRECELL does not give any guarantee regarding the open source components contained in the Software, which the Client expressly accepts.

 

ARTICLE 6. FINANCIAL CONDITIONS

 

6.1. Prices

The prices of the Products are permanently available and can be consulted at any time on the Site. Unless otherwise stated, they are expressed in euros, excluding value added tax.

The amount, including value added tax, is specified before the validation of the payment by the Client.

FIRECELL reserves the right to modify its prices. 

FIRECELL informs the Client of any change in the price of the subscription by email, at least one (1) month before the new prices come into effect.

If the Client does not accept the new prices, it must terminate its subscription in accordance with the terms and conditions set forth in article 7.2. hereof. Otherwise, the Client shall be deemed to have accepted them.

 

6.2. Coupons

FIRECELL can propose discount codes (or "coupon").

A FIRECELL coupon is a one-time discount of a specified amount, which the Client may use provided certain conditions are met. These conditions may include, but are not limited to, a minimum purchase amount or the purchase of a specific Product. 

FIRECELL reserves the right to refuse the application of a coupon at any time and to modify at any time and without notice the terms of issue and application of the coupons. 

 

6.3. Terms of payment

The invoice of a FIRECELL Package or of a Equipment purchased alone, is issued on the day of the purchase. The invoice is payable on the day of purchase, as of the validation of the order by the Client.

The payment is made by direct debit on the bank card or via the SEPA mandate given by the Client during the purchase (available for European Client domiciled in the SEPA zone).

No order will be processed until this invoice is paid in full.

The invoice of a subscription renewal is issued annually, on the first day of each renewal, on the bank card or via SEPA mandate entered by the Client in its Client Account. These invoices are payable within thirty (30) days from the date of issue.

The Client can modify, add or delete a payment method from its Client Account.

The invoices are accessible at any time on the Client Account.

 

6.4. Late or default of payment

In the event of late payment or non-payment (refusal or failure of a direct debit) by the Client thirty (30) days after the issue of the invoice, the Client will be put on notice by registered letter with acknowledgement of receipt to regularize its situation, within 8 (eight) days from its receipt.

After these 8 (eight) days, the Client will be liable, in addition to the amount of the unpaid invoice, to the application of penalties of an amount corresponding to one and a half (1.5) times the legal interest rate calculated from the date of the invoice, as well as forty euros (40€) for the collection costs. Moreover, after this period of 8 (eight) days, FIRECELL reserves the right to suspend the Associated Services, without this leading to the suspension of the invoicing of the aforementioned Services, nor opening the right to compensation for the Client.

 

ARTICLE 7. DURATION AND TERMINATION

 

The present GTCU come into force as from their acceptance by the Client and/or the visit of the Site by the User, for all the duration of the use of the Products by the Client and the visit of the Site by the User.

 

7.1. Termination by FIRECELL

Without prejudice to the provisions of article 6.4., FIRECELL will be able to terminate the present GTCU without delay or notice, without the Client being able to claim any compensation, in case of breach by the Client of one of its obligations under the present GTCU.

 

7.2. Duration and termination of the subscription 

The subscription starts on the day of the purchase of a FIRECELL Package by the Client, for a duration of one (1) year. It is tacitly renewed for successive periods of one (1) year, unless terminated by the Client under the conditions defined hereafter.

The Client may terminate its subscription at any time and at no cost, via its Client Account. Any subscription period started is due in full. Termination of the subscription entails the end of access to the Associated Services at the end of the ongoing subscription period.

 

ARTICLE 8. OBLIGATIONS AND RESPONSIBILITY OF FIRECELL

 

FIRECELL undertakes to bring all the necessary competence and care to the supply of the Products and to implement all the necessary measures in order to ensure in a permanent and continuous way the use of the Products by the Client. 

FIRECELL thus undertakes to use all means at its disposal to ensure the availability and quality of the Products as best as possible but, given the nature of the Internet and public networks, FIRECELL cannot be held responsible for losses, delays, poor quality or any other similar event occurring during the installation or use of the Products. 

The Client acknowledges that FIRECELL has an obligation of means as to the proper use of the Products. FIRECELL undertakes to provide the Products at a level of professional quality in accordance with the generally accepted standards in the profession and in compliance with all applicable laws and regulations, and within the limits of responsibility of the present GTCU.

 

8.1. No warranty

FIRECELL makes no other warranties, express, implied, statutory or otherwise, other than those arising from the License, the Associated Services, the Service Level Agreement and the Legal warranty of hidden defects.

Therefore, unless otherwise expressly stated, the Products are provided "as is" and the Client uses them at its own risk.

In particular, FIRECELL does not grant any guarantee, even if the Client is the holder of a subscription, in case of modification, alteration, rectification of the source code of the Software that has not been decided or authorized by FIRECELL.

Indeed, FIRECELL cannot be held responsible for damages resulting from modifications, alterations and rectifications resulting from the participation of the Client in the Gitlab community, which are made by the Client at its own risk.

These modifications, alterations and rectifications of the source code of the Software release FIRECELL from any responsibility under the Service Level Agreement, without this giving the right to any refund or compensation to the Client.

In addition, FIRECELL cannot be held responsible for 

  • in the event of failure to follow installation procedures or improper use of the Products or Equipment by the Client or any person under its responsibility; 
  • in case of non-respect of all technical requirements recommended by FIRECELL; 
  • in the event of a malfunction resulting solely from the Equipment, unless otherwise agreed by the Parties;
  • in the event of non-performance, failure, malfunction or unavailability of the Products resulting from a third party, the Client himself or its employees, third party equipment or a failure by the Client to meet its contractual obligations;
  • in case of loss or disclosure by the Client to an unauthorized third party, by any means, of its identifiers allowing him to access its Client or Support Accounts; 
  • in case of fraudulent use of the Products, in particular in case of hacking or other computer attacks;
  • in case of indirect damage suffered by the Client due to a malfunction of the Products, such as in particular any operating loss, any commercial, financial or moral damage; 
  • in case of loss, alteration or destruction of all or part of the contents (information, data, applications, files or other elements) hosted on or through the Products, insofar as FIRECELL is not in charge of the management of the continuity of the Client's activities and in particular of the back-up operations.

 

8.2. Legal guarantee against hidden defects 

FIRECELL is liable for hidden defects of the Products sold under the conditions provided for in articles 1641 and following of the French Civil Code. The Client can decide to implement the guarantee against the hidden defects of the sold thing in the sense of the article 1641 of the French Civil Code. In this case, the Client can choose between the resolution of the sale or a reduction of the sale price in accordance with article 1644 of the French Civil Code. 

The Client must contact FIRECELL at the address and phone number indicated in article 1. in order to benefit from the guarantee against hidden defects. The Client shall indicate in its request its company name, its contact details as well as the references of its order and of the disputed Product. 

 

8.3. Limitation of liability

In case of non-performance by FIRECELL of any of its obligations, whatever the cause, the Client shall bring a claim for compensation before the competent courts within two (2) years from the date of non-performance, under penalty of foreclosure. 

Moreover, the responsibility of FIRECELL can only be engaged for the only damage of which it is directly at the origin, with the exclusion of any indirect damage, or consequential damage, any operating loss, production loss, loss of profit, loss of contract, loss of image, immobilization of personnel or equipment.

In any case, the total aggregate liability of FIRECELL in respect of any breach by FIRECELL of the GTCU shall be limited to the total amount paid to FIRECELL by the Client under the GTCU.

 

8.4. Force majeure

FIRECELL will not be held responsible, or considered as having failed to comply with the present GTCU, for any delay or failure whose cause is linked to a case of force majeure, as defined by article 1218 of the Civil Code and the jurisprudence of the French courts and tribunals, including, without limitation, the interruption, the suspension, the reduction or the disturbances of the electricity or any interruption of the electronic communication networks or in case of facts independent of its will.

 

ARTICLE 9. USE OF THE SITE

 

9.1. Access to the Site

The User declares to know and understand: 

  • the internet network and its limits, in particular its functional characteristics and technical performance;
  • the risks of interruption of the Internet network;
  • the existence of response times to consult, query or transfer information;
  • the risks inherent in any data transfer. 

It is up to the User to equip him/herself in an appropriate way, notably in terms of computer and electronic communications, to access the Site. It is also up to the User to take all the appropriate measures in order to protect him/herself and FIRECELL against any attack or damage that could affect the data or the contents stored on the Site.

All costs and authorizations required for connection, access and use of the Site are and remain the responsibility of the User. 

 

9.2. Availability of the Site

FIRECELL endeavors, on the basis of an obligation of means, to maintain permanently the access to the Site.

In this respect, subject to the occurrence of the following events, any case of force majeure, or any change in the applicable regulations preventing the functioning of the Site, the Site is accessible twenty-four hours a day (24 hours a day) and seven (7) days a week (7). FIRECELL declines, however, any responsibility, without this list being restrictive:

  • In case of interruption for technical maintenance or updating of the published information;
  • In case of temporary impossibility of access due to technical problems and this whatever the origin and the source;
  • In case of unavailability, overloading or any other cause preventing the normal functioning of the Internet network used to access the Site; 
  • In case of contamination by possible computer viruses circulating on the network;
  • More generally, in case of direct or indirect damage caused to the User, whatever its nature, resulting from access or use of the Site;
  • In case of abnormal use or illicit exploitation of the Site ;
  • In case of loss by the Client of its login and/or password or in case of usurpation of its identity.

It is furthermore specified that maintenance and/or updates to the Site may be carried out without prior notice to the User.

 

9.3. Content of the Site 

In spite of the great care taken in the creation and the updating of the Site, FIRECELL cannot ensure any guarantee, express or tacit, concerning the information contained on the Site of which it is the author.

Consequently, FIRECELL cannot be held responsible for any damage, direct or indirect, resulting from any errors, inaccuracies or omissions in the information contained on the Site.

Moreover, the photographs and illustrations of the Site are only indicative and cannot, in any way, contractually engage FIRECELL.

 

ARTICLE 10. OBLIGATIONS AND RESPONSIBILITY OF THE CLIENT

 

10.1. Cooperation

The Client commits itself to collaborate in good faith with FIRECELL within the framework of the supply of the Products and Associated Services and in particular: 

  • not to prevent, hinder, delay or make more expensive, in any way, the execution of the GTCU by FIRECELL ; 
  • to communicate all information useful for the proper execution of the GTCU, such as in particular any change of bank account details, company name or contact details or any modification of its environment likely to impact the supply and use of the Products and Associated Services; 
  • to comply in all circumstances with the technical requirements of FIRECELL within the framework of the supply of the Products and Associated Services.

The Client agrees not to modify the Equipment. Unless requested by FIRECELL, the Client shall not in any case:

  • Modify the wiring of the Equipment, 
  • Modify the configuration of the Equipment. 

Any breach of these obligations releases FIRECELL from any responsibility under the Service Level Agreement.

 

10.2. Intended use

The User undertakes to use the Site and the Associated Services in accordance with these GTCU and the laws and regulations in force. 

For the use of the Site and the Associated Services, the Client undertakes in particular not to use, nor to allow third parties to use them for: 

  • Contrary to public order and morality; 
  • Pornographic;
  • Abusive, defamatory, racist, xenophobic, homophobic, revisionist or damaging to the honor or reputation of others; 
  • Incitement to discrimination, to hatred of a person or a group of persons because of their origin, their sexual orientation, their membership or non-membership of a particular ethnic group, nation, race or religion;
  • Threatening a person or group of people;
  • Degrading or injurious to the human person or its integrity;
  • The commission of a misdemeanor, felony or act of terrorism or the glorification of war crimes or crimes against humanity;
  • Allowing the infringement of the rights of others and the safety of persons and property;
  • And, more generally, to use them in any way tending to allow the above actions.

In particular, the Client commits himself not to make an abusive or malicious use of its access to the FIRECELL Gitlab community, which would be likely to damage in any way FIRECELL or the other participants in the FIRECELL Gitlab community.

Any abusive use detected by FIRECELL will lead to the immediate suspension of the concerned Associated Service, without suspending the invoicing and without any indemnity, and the sending of a request to stop the abusive use of the concerned Associated Service without delay, in order to protect the FIRECELL Products and the quality of the service provided to the other clients.

In particular, the Client also undertakes, without this list being limitative, to: 

  • Inform FIRECELL as soon as possible of any damage or malfunction of the Site;
  • Do not damage, vandalize, or otherwise interfere with the use of the Site;
  • Do not deface, modify, disassemble, or generally alter the Site in any way;
  • Do not use any robot, "bot", "spider", "crawler" or any other automatic means or interface to access the Site, or extract information about other Clients; 
  • Do not use the Site for advertising or commercial purposes;
  • Not to hinder the proper functioning of the Site, in any way whatsoever, in particular by transmitting any element likely to contain a virus or malicious program likely to damage or affect the Site and, more broadly, any element constituting the infrastructure and solutions of FIRECELL;
  • Do not alter, modify or degrade the Site or the software codes that make it up;
  • Not to take any action that may result in unreasonable or disproportionately large traffic on the Site or any infrastructure related to the Site;
  • Not to obtain unauthorized access to any of FIRECELL's networks or computer system, by any means whatsoever;
  • Not to decompile (reverse engineer), disassemble or otherwise reduce the code used in any software on the Site into a readable form in order to examine its structure and/or to copy or create other software based, in whole or in part, on such software, except for applicable mandatory legal exceptions as provided for in article L.122-6-1 IV of the French Intellectual Property Code ;
  • Not to use meta tags or any other hidden text containing the name FIRECELL without the specific agreement of this one, preliminary and written; 
  • Not to integrate any hypertext link referring to the Site by the technique of framing or automatic hyperlinks ("in-line linking") or deep.

 

10.3 Client and Support Accounts Security

The purchase of a Product entails the creation of a Client Account and a Support Account, using a personal identifier and a password. The password is strictly personal and confidential. 

As such, the Client agrees:

  • To keep its password secret;
  • Not to share its password with third parties in any form whatsoever;
  • Not to allow access to the Site by third parties;
  • To inform FIRECELL without delay of any compromise, loss or anomaly noticed in its personal identifiers. Failing this, and unless proven otherwise, any connection, use of the Support or Client Account, disclosure or transmission of data made by means of the personal identifiers of the Client will be deemed to have come from the latter and will be under the exclusive responsibility of the Client.

 

10.4 Client warranties

The Client is solely responsible for any direct or indirect, material or immaterial damage or prejudice caused by itself (or its employees) to FIRECELL or to third parties resulting from the use of the Products and the Site, in particular in case of failure to comply with the obligations provided for in the present GTCU. 

The Client guarantees FIRECELL against all complaints, claims and/or actions of any kind that FIRECELL could suffer because of the violation by the Client of any of its obligations or guarantees under the terms of these GTCU.

Moreover, the Client commits itself to reimburse FIRECELL for the eventual costs incurred by the repair of the damages it has caused.

 

ARTICLE 11. CONFIDENTIALITY

 

The Client recognizes the confidentiality of all documents, systems, software, preceded by all information that could be communicated to the Client by FIRECELL during the execution of the GTCU that are not known to third parties (the confidential information). 

The Client agrees to use the confidential information only for the purposes of the GTCU and the use of the Products and not to disclose it to third parties. The Client is responsible for the respect of this confidentiality obligation by its employees, agents, as well as by its authorized Users. 

FIRECELL undertakes not to disclose to third parties all documents and information concerning the Client that will be communicated to it by the Client as being confidential, provided that these documents or information are not known to third parties. 

The confidentiality obligations set forth in this article shall continue for a period of five (5) years from the termination of the GTCU.

 

ARTICLE 12. MODIFICATIONS

 

FIRECELL reserves the right to change at any time the Site and the Products, as well as the terms, conditions and mentions of the present GTCU. 

They may also be supplemented by new contractual conditions, particularly in the event of technical, legal or jurisprudential developments or when new services and features are introduced.

It is specified that the GTCU applicable to the Client will be those in force on the Site at the date of purchase of the Product. 

It is specified that the GTCU applicable to the User are those in force on the Site at the date of use of the Site. Users who do not accept the modified GTCU must stop using the Site.

 

ARTICLE 13. USER'S RIGHTS ON ITS PERSONAL DATA 

 

FIRECELL's Privacy Policy, accessible at the link 'https://firecell.io/privacy-policy/' explains which personal data are collected when the User visits the Site, buys Products and uses the Associated Services, and how they are processed.

ARTICLE 14. INTELLECTUAL PROPERTY

 

The presentation and the contents of the Site constitute, together, a work protected by the laws in force relating to the intellectual property, of which FIRECELL is holder.

FIRECELL grants the User a limited, non-exclusive, personal, revocable and non-transferable license to use the Site for professional and non-commercial purposes, subject to compliance with these GTCU. 

Any reproduction, total or partial, of the Site, and of its contents, is strictly forbidden and is likely to constitute an infringement of copyright, except with the prior written authorization of FIRECELL, which it may grant at its sole discretion.

 

14.1. Copyright 

The texts, images, drawings, graphic charter as well as the source codes and object codes of the Site are protected by intellectual property law. It is forbidden to copy, extract, distribute or modify the content of the Site for any reason whatsoever and in particular for commercial purposes. Downloading as well as printing of texts, images and graphic elements are authorized for private and non-commercial use only. The reproduction of drawings, images, sound documents, video sequences, texts, in other electronic or printed publications is prohibited without prior written consent from FIRECELL, at its sole discretion. 

The lack of authorization is constitutive of infringement.

 

14.2. Trademarks

The brands and logos appearing on the Site are registered and protected trademarks. 

Any total or partial reproduction of the brands and/or logos present on the Site carried out from the elements of the Site without the express authorization of FIRECELL is constitutive of infringement.

 

14.3. Suggestions, proposals and recommendations from Users

In the event that a User decides to communicate to FIRECELL a suggestion, a proposal of ideas or recommendations intended to improve the Products, the User recognizes and agrees to give FIRECELL a license to use these suggestions, proposals or recommendations. This license of use will be irrevocable, free of charge, transferable, without limitation of time and for the whole world. It will allow FIRECELL to integrate these suggestions or proposals into its Products and, more generally, to exploit them without restriction, without identification of the User and without its prior agreement.

 

ARTICLE 15. HYPERTEXT LINKS

 

FIRECELL specifies that the use of hypertext links can lead the User to other websites or applications, independent of the Site. The hypertext links established in the direction of other sites or applications from the Site shall not, under any circumstances, engage the responsibility of FIRECELL. 

Likewise, the insertion of hypertext links to all or part of the Site is authorized, on a non-exclusive basis and revocable at any time, without FIRECELL having to provide any justification, and on the condition that this link does not create a misleading, false, pejorative or prejudicial character against the Site. FIRECELL reserves the right to oppose this authorization.

FIRECELL shall not be held responsible for any direct, indirect or incidental damages resulting from the access or use of information from third party sites.

 

ARTICLE 16. EVIDENCE AGREEMENT

 

The Client acknowledges and agrees to subscribe to these GTCU in electronic format and to receive all documentation related to them in this same format, either at the Client's email address. The Client acknowledges that these GTCU concluded by electronic means and established on a durable medium within the meaning of the regulations, have the same probative force as a written document on paper.

By express agreement between the parties, all electronic records - including, but not limited to, data transmitted by the Client, connection data relating to actions performed from the Client's Account, data relating to the use of the Site and the Products - constitute proof of the actions and operations performed by the Client on the Site. The parties agree that these electronic records are admissible in court and are proof of the data and facts contained therein.

In case of disagreement, the electronic records produced by FIRECELL will prevail over those produced by the Client, unless the latter demonstrates the lack of reliability or authenticity of the documents produced by FIRECELL.  

 

ARTICLE 17. INDEPENDENCE OF CLAUSES

 

If any part of these GTCU is found to be void, invalid or unenforceable for any reason, the term or terms in question shall be declared non-existent and the remaining terms shall retain their full force and effect and shall continue to be enforceable. The terms declared non-existent would then be replaced by the terms that most closely resemble the content and meaning of the canceled clause.

 

ARTICLE 18. APPLICABLE LAW AND JURISDICTION

 

These GTCU - of which only the English language version shall prevail - and all matters relating thereto shall be governed by and construed in accordance with French law.

Unless otherwise stipulated, any dispute relating to the interpretation, validity and/or performance of these GTCU, if not amicably resolved between the parties, shall be submitted to the exclusive jurisdiction of the Commercial Court of Nice, France, including for proceedings seeking emergency or protective measures, in summary proceedings or on request. 

 

ARTICLE 19. FINAL PROVISIONS

 

The present GTCU will keep their full and entire effect whatever the modifications that could undergo the structure and the legal personality of FIRECELL, notably in case of merger, absorption or split, whether there is or not the creation of a new legal entity.

Unless otherwise expressly provided, these GTCU express the entirety of the agreements concluded between the parties concerning the Products and the Site. They cancel and replace all other verbal or written agreements, of any nature whatsoever, which may have been previously made between them and relating to the same subject.

SPECIAL TERMS AND CONDITIONS

ARTICLE 1. DEFINITIONS

 

The terms used in the singular or plural in the body of these Special Terms and Conditions beginning with a capital letter have the meaning given to them in the GTCU, or defined below:

Associated Services: means the services specific to each Product proposed by FIRECELL (ex. Warranty and Support Services, R&D Services);

Purchased Product: means the FIRECELL Product designated in article 2 of the present Special Terms and Conditions;

Warranty and Support Services: means the Associated Services of support and maintenance of the Products

Reasonable efforts: means those efforts and/or tasks that any reasonable person and or organization would be expected to perform or act upon to resolve a Problem. However, it does not guarantee to solve or fix a Problem, but it will make every effort to do so within the scope of what is commercially reasonable given the nature of the Problem.

Problem: means the non conformity of the System with the Technical specifications.

End Of Service (EOS): means the date after which FIRECELL no longer provides support service for a certain version of product or certain product.

On Site: means the place of Client’s office or network operation center

Third Party Equipments: means the products which are not provided or manufactured by FIRECELL.

Emergency: means widespread constraints on service management that is caused by Critical Problem and should be rectified in time.

System: means communication network and/or any communication equipment forming part thereof, which has been supplied by FIRECELL to Client.

Software Update: means a revised version of the Software containing corrections of errors or defects in Client’s software without changing the functionality of the System.

Software Upgrade: means a new version of the Software incorporating new features.

 

ARTICLE 2. OBJECT 

 

These Special Terms and Conditions supplement the General Terms and Conditions of Sale and Use of FIRECELL.

The present Special Terms and Conditions are applicable to the following Purchased Product: 

FIRECELL Package [Labkit]

 

ARTICLE 3. TECHNICAL REQUIREMENTS

 

By purchasing the Purchased Product, the Client declares to know and understand the hardware power and environmental requirements detailed in the product sheet.

 

ARTICLE 4. ASSOCIATED SERVICES

 

The Associated Services are proposed by FIRECELL to the Client who has an active subscription. 

The following Associated Services are available for the Purchased Product:

Warranty and Support Services

 

4.1. Warranty and Support Services

The purchase of the annual subscription to the Warranty and Support Services is compulsorily included in the purchase of the Purchased Product. The Client can cancel the subscription at the end of the first year. The termination of the subscription entails the end of access to the Warranty and Support.

FIRECELL offers two (2) levels of subscriptions for the Purchased Product: Gold Support and Platinum Support.

 

Description

Gold

Platinum

Access to FIRECELL support portal (i)

Support for installing, configuring & maintaining the Package (ii)

Access to FIRECELL software updates and upgrades (iii)

Access to FIRECELL source code (iv)

Gitlab account with read & write access to FIRECELL source code (v) 

 

Support for source code modification & extension (vi)

 

Support for integration with other software or Equipment (vii)

 

 

4.1.1. Associated Services available to all subscriptions

(i)  Access to FIRECELL support portal

The Client has access, at any time, to the user manual and technical documentation necessary for the proper handling and use of the Purchased Product, on the platform accessible for this purpose from its SupportClient Account.

FIRECELL makes Reasonable efforts to regularly update the technical documentation.

The Client also has access at any time, to the Q&A Forum on the platform accessible for this purpose from its SupportClient Account. 

 

(ii) Support for installing, configuring & maintaining the Purchased Product

Upon receipt of the Equipment, the Client is invited to make an appointment with FIRECELL for a training session, to learn how to install, configure and use the Purchased Product.

This session will last one (1) hour and will take place by videoconference, on the dates and at the times agreed upon by the parties.

 

(iii) Access to FIRECELL Software Updates and Upgrades 

FIRECELL makes available to the Client the Software Updates and Upgrades of the Software on the Gitlab platform.

At the delivery of the Software, FIRECELL informs the Client of its EOS.

At the arrival of the EOS, the Client is required to install the Software Upgrade made available by FIRECELL.

FIRECELL cannot be held responsible for any Problem appearing after the availability of the Software Upgrade, if the Client has not installed the Software Upgrade.

 

(iv) Gitlab account with read only access to FIRECELL source code

FIRECELL grants the Client a read only access to FIRECELL’s Gitlab account.

The Client accesses this account under its full and complete responsibility. 

 

4.1.2. Associated Services available to Platinum subscription

 

(v) Gitlab account with read & write access to FIRECELL source code

FIRECELL grants the Client an access to FIRECELL’s Gitlab.

This space is fed by the community of FIRECELL users. It allows the Client to exchange with the community, and to work in a collaborative way on the open-source components of the source code of the Software meaning only the modules adapted from OpenAirInterface source code, and not FIRECELL’s proprietary code.

The details of the open-source components are available to the Client on the FIRECELL support portal.  

FIRECELL does not control and is not responsible for what is published and shared by the FIRECELL community.

The Client participates in this community under its full and complete responsibility. 

FIRECELL cannot be held responsible for any damage, direct or indirect, resulting from the participation of the Client in the FIRECELL community on Gitlab.

In this case, in the event of a technical Problem, FIRECELL will make Reasonable efforts to assist and troubleshoot the Client holding a subscription.

 

(vi) Support for source code modification & extension

FIRECELL assists the Client when it participates in the Gitlab community and modifies the source code in accordance with (v) of this article.

However, the Client acknowledges that it does so under its sole responsibility and at its own risk.

In this case, in the event of a technical Problem, FIRECELL will make Reasonable efforts to assist and troubleshoot the Client holding a subscription.

 

(v) Support for integration with other software or equipment

FIRECELL assists the Client when it wishes to integrate the Software with another software or another equipment than the one included in the Purchased Product.

 

3.2. Assistance in case of technical Problem

If the Client encounters a technical Problem, it can request the support service of FIRECELL by creating a ticket, on the platform accessible from the Support Account.

FIRECELL solves the Problem: 

  • By indicating to the Client the steps to be taken to solve the Problem by its direct intervention.

If the resolution of the Problem involves downloading and installing an update or patch, the Client undertakes to do so without delay, before any further use of the Product.

  • Or, at the Client's option, for a Client with a Platinum Support subscription, by remote intervention.

The Client having chosen the remote intervention commits itself to cooperate actively with FIRECELL, before, during and after the intervention, until the resolution of the Problem.

In any case, the Client is responsible for the integrity of its data before, during and after the intervention. FIRECELL strongly recommends to the Client to proceed to backup measures of all its data before any intervention.

FIRECELL shall not be held responsible for any loss or alteration of the Client's data resulting from an intervention within the framework of the Associated Services. 

The Client authorizes if necessary FIRECELL to access its data, under the conditions defined in appendix 1 of the present Special Terms and Conditions.

The Client undertakes to renew this authorisation each time the subscription is renewed.

Any On site intervention will be subject to a separate quotation and contract between the parties.

 

ARTICLE 5. DISCLAIMER OF LIABILITY UNDER THE WARRANT AND SUPPORT SERVICES

 

Also, FIRECELL does not guarantee the proper functioning of the Products, in case of termination of the subscription. The Client having terminated its subscription is free to continue to use the Products, at its own risk.

Warranty and Support Services do not cover:

  • Deficiency and/or complication resulting from force majeure, such as serious accidents, natural disaster, (i.e. fire, storm), strike, civil war, as well as the causes defined in article 8.4. of these GCTU,
  • Damages resulting from improper handling of the Equipment and improper environmental conditions in the Client's site,
  • In the event of a malfunction resulting solely from the Equipment, after the 3-year period from its receipt,
  • Damages resulting from rectification, modifications or additions to the Software's source code, even if the changes are the result of Client's participation on FIRECELL's Gitlab. In these circumstances, FIRECELL will make Reasonable efforts to help the Client,
  • Damages to or resulting from consumable materials, such as but not limited to, ethernet cables, fiber cables, feeders, jumpers, printed labels,
  • Any Client’s request related to exporting data from the Product, or data migration from a Product to another server or any new request that need changes in the configuration,.
  • Damage resulting from unauthorized access to the Equipment. In this respect, the Client undertakes to change, upon receipt of the Equipment, the password automatically generated, and to choose a personal and secure password.

In all these circumstances, FIRECELL is not bound to any obligation of intervention and does not grant any guarantee to the Client, without this giving right to any refund or compensation to the Client.

Any additional service requested by the Client will be subject to a separate quote and contract between the Client and FIRECELL.

 

ARTICLE 6. INTERRUPTION OF WARRANTY AND SUPPORT SERVICES BY CLIENT

 

The Client agrees and acknowledges that the purpose of the Warranty and Supports Services is to maintain the Software in optimal working order. Thus, an interruption of these services may aggravate otherwise benign malfunctions.

Consequently, reactivation of this subscription will warrant additional billing for the years of subscription interruption, at the annual rate in effect at the time of such reactivation.

 

ARTICLE 7. EQUIPMENT WARRANTY

 

FIRECELL offers to the Client a guarantee on the Equipment, for a period of three (3) years from the date of receipt of the Equipment (as per the proof of the carrier).

In case of malfunctioning of the Equipment, the Client shall contact FIRECELL within the warranty period at the address: 

The Client shall send the Equipment to the postal address indicated by FIRECELL. The shipping costs are supported by xxxx.

The Equipment must be properly packed and protected for transport. Transport is at the Client's risk.

The defective Equipment will be repaired or replaced, at FIRECELL's discretion.

Return shipping costs are supported by xxxx.

In any case, the Client is responsible for the integrity of its data. FIRECELL strongly recommends to the Client to proceed to backup measures of all its data before sending the Equipment for repair or replacement. 

This Equipment warranty does not cover:

  • Damage to the Equipment caused by accident or as a result of impact or dropping resulting in breakage, cracks, or any degradation of the physical and/or functional integrity of said product,
  • Changes in the condition of components such as oxidation that may be caused by immersion in liquid or prolonged exposure to wet conditions,
  • Failure to comply with the maintenance requirements of the Equipment or failure to maintain the Equipment such as fouling,
  • Failure to follow the instructions provided in the manual or misuse of the Equipment,
  • Damage to the Equipment by external causes such as fire, lightning or water damage or any other force majeure,
  • Equipment whose serial number is not legible or present,
  • The Equipment modified or repaired by the Client himself or by any other person not authorized by FIRECELL.
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