Article 1 – Presentation of the company HL2 group
This agreement is entered into between HL2 group, a company registered at the Trade Registry of Poitiers – France under the number 753 212 604 , with its office seated at BP 30153 2 AV GALILÉE – TÉLÉPORT 1 CHASSENEUIL FUTUROSCOPE CEDEX 86961 FUTUROSCOPE CEDEX – FRANCE and the customer (“the Customer”) who wishes to purchase HL2 group products and/or services on its website, available at the following address: plaindsp.com
HL2’s intra-community VAT identification number is: FR29753212604
HL2’s client support is available from 9 AM to 6 PM :
- Non profit customer: Plaindsp forum
- Commercial licence: Specific email address and phone number as per contract specifications
Article 2 – Presentation of the service offering
HL2 kits are dedicated to data acquisition and digital signal processing. The kit currently available relates to sound analysis. The offering may evolve, HL2 reserves the right to stop selling its previous kits. Each kit (the “Kit”) consists in (i) a 100 pages booklet containing advanced knowledge (the “Book”), (ii) an original Arduino © compatible shield specialized in signal acquisition (the “Shield”) and (iii) a software to download online (the “Software”), (all together “the Kit”).
The agreement (the “Agreement“) contains the present Terms and Conditions that govern your access to and purchase of the HL2 kit(s), together with the Applicable Software License and the Support contract. The present Terms and Conditions are available at the following address: plaindsp.com/terms-conditions/
The Applicable Software Licenses are available at the following address: plainsp.com/download-lib/
Article 3 – Definitions
“Agreement” means (i) the present Terms and Conditions, together with (ii) the Applicable Software License chosen by the Customer amongst the available licenses at the time of its purchase and/or the Support Services Agreement.
“Applicable Software License” means one of the following licenses chosen by the Customer to be fit for its purposes:
- Use, adaptation of the Software for personal and/or research and development purposes, and/or before first commercial exploitation : GNU GPL license version 3
- Use, adaptation of the Software for commercial exploitation towards End users : Classic commercial License (with limited Support, subject to additional Terms and Conditions)
- Use, adaptation of the Software for commercial exploitation : Premium commercial License (with extended Support, subject to additional Terms and Conditions)
- Adaptation and sale to a company which will be entitled to retail the resulting product under its own brand name: Original Equipment Manufacturer (OEM) Software license, available upon request at contact [at] plaindsp.com
The Customer shall consent to the Applicable Software License as an online “click-through” agreement and/or in any other form deemed acceptable by HL2, such as the action of (i) downloading the Software from the Online Plateform plaindsp.com, or (ii) unwrapping the Material Kit.
“Customer” means an entity or individual to whom HL2 distributes the Material Kit and the Software after purchasing the Kit in accordance with the terms of the Agreement.
“Documentation” means HL2 on-line blog, forum, and/or Book published by HL2 referring to the Products.
“Fees” means the fee corresponding to Kit, at the time of its purchase, and/or any applicable Services Fees as set forth in the Agreement.
“Kit” means together (i) the Book, (ii) the Shield and (iii) the Software to download.
“License Fee” means the license fee set forth in the Online Order Form, due and payable to HL2 for each license of the Software.
“Licensed Software” or “Software” means the source code form of the software to be downloaded by the Customer after the Purchase is completed.
“Material Kit” means the material part only of the Kit, i.e. the Book and the Shield, which are delivered by post.
“Support Services” means maintenance and support services provided to Customers in accordance with the terms of the Support Services Agreement.
“Services” means any and all available information, access to the site and/or to the Customer account, provided by HL2.
Article 4 – Purchasing Process
Before any purchase, the Customer shall register by providing an email address and a password to create an account on plaindsp.com. The Customer shall provide accurate and complete information when required by HL2’s registration and purchase form and ensure that said data is kept up to date. It is the Customer responsibility to ensure that his access code is kept confidential. The Customer will promptly inform HL2 in the event of unauthorized access to its account.
This account will allow the Customer to access to a dashboard that contains the purchase records, Applicable License, and status of delivery and/or download of the Software.
The Customer may choose the product and the Applicable Software License that shall be fit to its purposes, according to the detailed terms of the Applicable Software Licenses as described at the following address plaindsp/licencesfaq.
Once the Customer has added a product in the cart, and confirmed its intention to purchase, he shall fill in the billing details form with his name, surname, company name, address, zip code, email address and phone number.
An order summary shall appear at the bottom of this form, indicating the product reference, the Applicable License, the number of items purchased, the shipping costs and the total price to pay, including VAT, allowing the Customer to review and edit his order before entering his payment details.
Customer shall accept the present Terms and Conditions by ticking a box before being directed on the payment page. Such box explicitly displays the following wording: “order with obligation to pay”.
On the payment page, Customer shall tick the appropriate mean of payment: direct bank transfer or credit card / paypal account. In the latter case, Customer shall fill in the following fields: name of the credit card owner, type, credit card number, expiration date and the three digit security code.
Article 5 – Payment
The price consists in the total of (i) the Fee (ii) the applicable taxes (iii) the shipping costs, that vary according to the address of delivery, as calculated through the link “calculate shipping” which result updates the total price to pay.
Payment shall be made by wire, credit card or Paypal account.
No delivery of the product shall be made before the price is fully paid to HL2. The Agreement will legally be deemed as void if no payment is received by HL2 more than 7 days after the online purchase order is completed.
A confirmation of the order shall be sent to the Customer by email immediately after completion of the online order process, enclosing (i) the main characteristics of the order, (ii) the Applicable License terms (iii) the present Terms and Conditions (iv) and a withdrawal form, notwithstanding the fact that only the payment of the total amount of the price shall trigger the delivery of the product.
An invoice shall be available within the Customer account at the latest at the date when the Material Kit is sent for delivery. It is recommended that the Customer prints and/or download said invoice.
Article 6 – Delivery, return and withdrawal right
Delivery of the Kit will occur within X days of the payment received by HL2. Delivery of the Software requires that the Customer has an Internet access.
The Software will be available for download from the date of payment/delivery of the Material Kit.
The download page is available once the user has signed in.
If the Customer encounters difficulties relating to the Material kit at the time of its delivery, such as visible defective elements, he shall promptly inform HL2 at the following email address contact [at] plaindsp.com, and ground his “right of return” with appropriate evidence, such as a picture of the default. The Customer may send the defective element back at HL2’s request, the shipping cost of return being reimbursed to the Customer in that sole case. For the individuals acting for purposes outside his trade, business, craft of profession, the exercise of such right is extended to six months from the date of the delivery of the Material Kit and the Software.
To the extent that the Customer is an individual acting for purposes outside his trade, business, craft or profession, he has the right to withdraw from this Agreement within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day on which the Customer acquires physical possession of the Material Kit.
The right of withdrawal remains as long as the wrapping of the Material Kit remains sealed. From the moment the wrapping is unsealed, the Customer loses his right of withdrawal.
The Customer also loses his right if he proceeds to the download of the Software. On the download page, the Customer is expressly informed he would lose this right by downloading the Software before the end of the 14 days period, and he is requested to expressly consent to lose this right before he is granted access to the download area.
Procedure. To exercise the right of withdrawal, the Customer must inform HL2 of his decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, or an e-mail). The Customer may use the following template, but it is not obligatory: “I hereby give notice that I withdraw from my contract of sale of the following product: [type of product], received on [date of delivery]. [Name of the Customer], [address of the Customer] and [purchase order number].”
To meet the withdrawal deadline, it is sufficient for the Customer to send his communication concerning his exercise of the right of withdrawal before the withdrawal period has expired.
If the Customer withdraws from this contract, HL2 shall reimburse him the sums paid, including the shipping costs (with the exception of the supplementary costs resulting from the customer’s choice of a type of delivery other than the less expensive type of standard delivery available), without undue delay and in any event not later than 14 days from the day on which HL2 is informed of the customer’s decision to withdraw from this Agreement. HL2 will carry out such reimbursement using the same means of payment used for the purchase, unless the Customer has expressly agreed otherwise; in any event, the Customer will not incur any fees as a result of such reimbursement.
Article 7 – Intellectual property rights
HL2 grants to Customer a non exclusive right to use the Book and the Shield as included in the Material Kit. Except for this limited right, nothing in this Agreement shall be construed as HL2 granting Customer any right, title or interest in its intellectual property rights.
Rights on the Software are solely determined by reference to the Applicable Licenses as available at: www.plaindsp/download-lib/
HL2 shall own and retain all rights, title and interests in its trade names, logos, trademarks, Internet domain names, copyrights, patents, trade secrets, know-how and proprietary technology, currently used or to be used in the future.
Article 8 – Warranties and liability
7.1 Warranty. Warranties depend on the Applicable License chosen by the Customer. Please refer to each of those licenses whose specific terms are available at the following address: plaindsp/applicablelicense
By default, all products and services provided by HL2 are provided on an “as is” basis. HL2 makes no warranties, representations or statements, express, implied, oral, written, or otherwise, whether except as expressly set forth herein. HL2 is not responsible for delays caused by computer system failure, internet network interruption, or any other circumstance beyond its control, for the practices, acts, or omissions of any third party modifying the Software with the source code.
HL2 offers a sole warranty on hidden defects relating to the Material Kit and the Software.
Under no circumstances shall HL2 be liable for any damage suffered nor shall he support corrective maintenance from the moment the Software has been modified by the Customer.
7.2 Limitation of Liability. The total liability of HL2 arising out of or related to the purchase of the Kit will not exceed the Fee amount paid by the Customer. In no event shall HL2 be liable for any indirect or incidental damages (including any lost profits or business opportunities, any loss of data or replacement costs).
9. Availability of HL2 services
HL2 will make all reasonable efforts to provide access to the web Site plaindsp.com and to its Services on a continuous basis. Customer agrees that from time to time the HL2 Services and Interface may be unavailable or inoperable for the following reasons: (i) maintenance procedures or repairs that HL2 may undertake at its discretion and without notice; or (ii) interruption or failure of telecommunication (iii) hostile network attacks;. Customer also agrees that the Agreement is subject to HL2 hardware, software, and bandwidth traffic limitations.
Any data captured such as time and date of the order completion, time and date of the download of the Software shall be measured by the HL2 Plaindsp interface. Customer acknowledges and agrees that records on HL2’ servers will be deemed as a proof of the performance of the Agreement.
Article 10 – Confidentiality
Confidential Information means any and all information provided under the agreement, regardless of whether it is in tangible form, disclosed by a party (the disclosing party) to the other Party (the receiving Party). Each party may use Confidential Information received from the disclosing Party only in connection with and to further the purposes of this Agreement. The receiving party agrees to make all reasonable efforts to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third-party without restriction on use or disclosure and without breach of this Agreement or any other agreement, without knowledge by the receiving party of any breach of fiduciary duty; or (iii) that the receiving party had in its possession prior to the date of this Agreement.
The Customer shall not release any information regarding the performance of the Agreement, without the prior written consent of HL2. HL2 shall have the right to refer to the existence of the Agreement for marketing and promotional purposes.
Article 11 – Non solicitation of employees
Customer shall not, during this Agreement and for a period of twelve (12) months following the termination of this Agreement, directly or indirectly, without HL2’s prior written consent, take away, solicit, recruit or attempt to recruit or encourage any of HL2 current employees who were directly or indirectly involved in the Agreement, to terminate such employment and join in the Customer’s business. Failure to comply with this prohibition shall result in a breach of this Agreement giving rise to liquidated damages payable by the Customer corresponding to 100% of the total annual compensation of the employee concerned.
Article 12 – Data protection
HL2 collects on its site personal data relating to its customers and visitors and has notified the French data protection commissioner with the characteristics of the processing of personal data.
Any Customer or visitor may exercise his right of access, correction, and if appropriate, his right of deletion. Those rights shall be exercised at the following email address : contact [at] plaindsp.com
HL2 shall maintain appropriate physical, electronic, and administrative safeguards to protect the data collected and prevent its accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. The collected data are hosted by HL2 in triplicate and 2 separate locations
Article 13 – Miscellaneous
Capacity: Each party represents and warrants to the other that it has the full right, power, legal capacity, and authority to enter into and execute this Agreement.
Assignment: No rights or obligations under this Agreement may be assigned by the Customer without the prior written consent of HL2. The Agreement may, however, be transferred by either of the parties hereto to a person or entity controlling, controlled by, or controlled in conjunction with such party or that acquires all the assets and business of the assigning party by merger or purchase. However, HL2 may assign this Agreement, in whole or in part, or any of its rights hereunder or delegate any of its duties under this Agreement, to any party.
Independence: Any intention to create an agency, employment, franchise relationship, or a joint venture or partnership between the parties is expressly excluded.
Entire Agreement: This Agreement, including (i) the present Terms and Conditions, (ii) the Applicable Software License and (iii) the Support contract, contains the entire understanding and agreement of the parties. This Agreement may only be amended or modified as agreed to by each party to the Agreement. Notwithstanding the foregoing, HL2 shall have the right to modify or amend from time to time the Terms and Conditions, in whole or in part.
Force Majeure: Neither party shall be liable for of any failure or delay in the performance of its obligations hereunder resulting from any cause beyond the control of such party, including but not limited to electrical outages, failure of Internet service providers, failure of mobile service providers, denial of service attacks.
Severability: Each party acknowledges that the provisions of the Agreement reflect an informed, voluntary allocation between them of all the risks associated with the conducted business. In the event that any provision of the Agreement conflicts with the law under which the Agreement is to be construed, or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties to the Agreement, then (i) such provision will be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect.
Waiver: Failure to require strict performance by the other party of any provision shall not affect a party’s right to require strict performance thereafter. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach.
Applicable Law: This Agreement shall be governed by and construed in accordance with French law without regard to its rules of conflict of laws.
Mediation: Customer acting for purposes outside his trade, business, craft or profession may benefit from the possibility, in the event of a dispute, to recur to a mediation or to any alternative dispute resolution, as made available at the time of the dispute.
Jurisdiction: Except for Customers acting for purposes outside his trade, business, craft or profession, each of the parties hereto consents to submit any litigation among the Parties hereto arising out of or relating to this Agreement to the exclusive jurisdiction of the courts of Poitiers France.