1. Products and services sold
1.1. Software
The software published or distributed by Business Intelligence Agency (B.I.A. SAS) is supplied to the client as is and must be installed in a technical environment (hardware and software) compatible with the pre-requisites for installation and use of the software. Possession, installation or use of the software by the client does not transfer any property rights to the client.
1.1.1. Licensed software
Licensed software gives the Client a non-exclusive and non-transferable right to use the software for the scope specified in the contract and/or the invoices relating to the software.
1.1.2. Software in subscription mode
Software in subscription mode gives the client a non-exclusive and non-transferable right to use the software for the scope and duration specified in the contract and/or invoices relating to the software. Unless otherwise specified in the contract and/or invoices, the subscription includes maintenance and technical support. The subscription is provided to the client for a given renewable period (see article 4).
1.1.3. Hosting by the client
In the event that the client’s software and data are hosted on computer servers managed by the client or by a third party on behalf of the client, the client is responsible for creating and maintaining adequate backup copies of the data. Under no circumstances shall Business Intelligence Agency (B.I.A. SAS) be held responsible for any loss of data.
1.1.4. Hosting by Business Intelligence Agency (B.I.A. SAS)
In the event that the client’s software and data are hosted on computer servers managed by Business Intelligence Agency (B.I.A. SAS), Business Intelligence Agency (B.I.A. SAS) undertakes to make every effort to guarantee the availability and security of its client’s data.
1.2 Maintenance
Unless otherwise stipulated in the contract and/or invoices, maintenance includes the free provision of all new versions of the software licensed to the client.
Maintenance is provided to the Client for a given renewable period (see article 4). In the event that the software includes optional modules, this provision only concerns the modules chosen by the client and which will appear on the contract and/or invoices relating to the software.
1.3. Technical Support
The Client will designate its technical representative who will be the contact for the Business Intelligence Agency (B.I.A. SAS) support centre. Under no circumstances is technical support available to all users of software published or distributed by Business Intelligence Agency (B.I.A. SAS).
The Business Intelligence Agency (B.I.A. SAS) technical support centre has a best-efforts obligation towards its clients and will therefore do its utmost to correct or bypass any malfunction noted by a client as part of the normal use of the software.
Technical support covers the software published or distributed by Business Intelligence Agency (B.I.A. SAS), and not the technical environment in which this software is installed (hardware, operating system, third-party applications, databases, networks, etc.).
The possibility and method of accessing technical support are specified on the contract and/or invoices, as they depend on the software and the options subscribed to by the client.
Technical support is provided to the client for a given renewable period (see article 4).
1.4. Services
.The content of the services provided by Business Intelligence Agency (B.I.A. SAS) consultants is freely defined between the client and Business Intelligence Agency (B.I.A. SAS) and will be specified when the client places the order.
These services may take place at the client’s site or at any other location more suitable for the performance of the service (including the premises of Business Intelligence Agency (B.I.A. SAS)).
In the event that the execution site of the service is located outside the city of Yaoundé and its suburbs, Business Intelligence Agency (B.I.A. SAS) shall add to the client’s invoice the transport and accommodation costs of the consultant(s) executing the service. These costs may be estimated before the start of the service and justified on the invoice at the client’s request.
1.5. Hardware
Business Intelligence Agency (B.I.A. SAS) acts as a reseller of the computer and electronic equipment it supplies to its clients. The applicable warranty is that of the manufacturer, regardless of the reason for the real or apparent breakdown noted by the client. Consequently, Business Intelligence Agency (B.I.A. SAS) shall not be liable to pay any compensation for damage suffered as a result of the use or failure of the equipment delivered.
2. Price and payment
2.1. Prices
The prices of the goods and services sold are those in force on the day the order is taken. They are denominated in XAF and calculated exclusive of tax. They will be increased by value added tax (VAT), as well as any tax that Business Intelligence Agency (B.I.A. SAS) may be required to pay as a result of the performance of the services, at the applicable rates in force. However, these prices may be adjusted at any time without prior notice according to changes in our suppliers’ costs, labour costs or changes in exchange rates.
2.2. Payment
In the case of specific developments and integration of software solutions, Business Intelligence Agency (B.I.A. SAS) is entitled to request a deposit of between 30% and 50% of the order. Payment of this deposit conditions the start of the project.
Invoices are payable by the client, net and without discount, within a maximum of thirty (30) days following receipt of the goods or execution of the precision.
In the event of late payment, Business Intelligence Agency (B.I.A. SAS) reserves the right to demand payment of a late payment penalty equal to three times the legal interest rate in force on the day of the invoice concerned. This penalty is calculated on the amount due, inclusive of tax, and runs from the due date for payment without the need for a reminder. It runs from the day following the payment date shown on the invoice or, failing that, from the 31st day following the date on which the goods are received or the service is completed. It is not subject to VAT.
2.3 Reservation of ownership
Business Intelligence Agency (B.I.A. SAS) retains ownership of the goods and services sold until the corresponding invoices have been paid in full. In this respect, if the client is the subject of receivership or liquidation proceedings, Business Intelligence Agency (B.I.A. SAS) reserves the right to claim, within the framework of the receivership proceedings, the goods and services sold and remaining unpaid.
3. Delivery
The delivery of products or services is carried out either by delegation of personnel on site, or by post, carrier or electronic means. The delivery time indicated when the order is placed is given for information purposes only and is not guaranteed. Consequently, any reasonable delay in delivery will not entitle the client to claim damages or to cancel the order.
4. Term and termination
Subscription mode software, maintenance and technical support are provided for a defined period (see articles 1.1.2, 1.2 and 1.3).
Subscriptions are automatically renewed on a monthly or annual basis, depending on the mode chosen at the time of subscription, by tacit renewal under the terms and conditions in force on the day of the renewal.
The Parties may agree to terminate the subscription by sending a registered letter with acknowledgement of receipt, giving three (3) months’ notice.
Invoiced subscriptions remain due during the period of notice and no refund may be demanded by the client for any reason whatsoever. The withdrawal period does not apply in the case of digital content and computer software.
5. Confidentiality
The Parties undertake to take reasonable security measures to guarantee the confidentiality of the information contained in the software, know-how, methods, data, files, information and documents of the Client and Business Intelligence Agency (B.I.A. SAS) (the ‘Confidential Information’) to which each of the Parties may have had access during the performance of the services.
(a) The Parties undertake not to use the Confidential Information for any purpose other than the performance of the services.
(b) The Parties undertake to grant access to the Confidential Information only to those of their managers, employees, agents, advisers or subcontractors who need to have access to it for the proper performance of the services and subject to compliance by them with this confidentiality obligation.
6. Non-solicitation of personnel
The Client hereby waives the right to employ or have employed, directly or indirectly, any Business Intelligence Agency (B.I.A. SAS) employee participating in the provision of the services.
This waiver will continue for two (2) years from the end of the service. In the event of a breach of this clause, the client shall automatically pay Business Intelligence Agency (B.I.A. SAS), by way of damages, compensation equal to 12 months’ gross salary for the employee concerned.
7. Limitation of liability
Business Intelligence Agency (B.I.A. SAS) does not guarantee the accuracy or completeness of the services provided under its general terms and conditions of sale and service. Under no circumstances, and regardless of applicable law, including but not limited to breach of warranty, negligence or other tort, shall either party be liable for any direct, indirect, special or incidental damages (including but not limited to lost profits) arising out of the performance of the sale or service, even if advised of the possibility of such damages.
8. Force Majeure
Business Intelligence Agency (B.I.A. SAS) may not be held liable if the non-performance or delay in the performance of any of its obligations described in these general terms and conditions of sale is due to force majeure. In this respect, force majeure is defined as any external, unforeseeable and irresistible event within the meaning of article 1148 of the Cameroonian Civil Code.
9. Validity of the terms and conditions of sale
The terms and conditions of sale applicable to a given period are those published on the Business Intelligence Agency (B.I.A. SAS) website (groupebia.com). Certain provisions, after agreement between Business Intelligence Agency (B.I.A. SAS) and the client, may slightly modify or specify part of these conditions.
In this case, they are the subject of a specific contract signed by Business Intelligence Agency (B.I.A. SAS) and by the client, or appear on the invoice, the payment of the latter entailing acceptance by the client of the conditions of sale or service.
Business Intelligence Agency (B.I.A. SAS) may amend these terms and conditions of sale and service without notice and will publish the new terms and conditions on its website at the address given above.
10. Competent court
Any dispute relating to the interpretation and performance of these general terms and conditions of sale and service shall be governed by Cameroon law. Failing amicable resolution, the dispute will be brought before the materially competent court in the city of Yaoundé.