CONDITIONS GÉNÉRALES VIZCAB
COMBO SOLUTIONS
Dernière mise à jour le : 13/01/2025
This Agreement is entered into by and between Combo Solutions, a French simplified joint stock company (SAS) with a share capital of €229,365, having its registered office at 26 rue Louis Blanc, 69006 Lyon, registered with the Lyon Trade and Companies Register under number 811 426 584, with VAT number FR65811426584, represented by Thomas Jusselme (President) and Guillaume Lafont (Managing Director) (hereinafter referred to as the “Provider”),and the client who has accepted these General Terms and Conditions (hereinafter referred to as the “Client”). The Client and the Provider are hereinafter individually referred to as a “Party” and collectively as the “Parties”.
Définitions
Terms with capitalized initials used in these General Terms and Conditions shall have the meanings set forth below:
“Client” has the meaning set forth in the introduction to these General Terms and Conditions;
“General Terms and Conditions” means these general subscription terms and conditions;
“Agreement” refers to these General Terms and Conditions (including any appendices), any applicable order form or quotation subject to these General Terms and Conditions, and any amendment or replacement thereof;
“Effective Date” has the meaning set forth in Article 3.1 of these General Terms and Conditions;
“Description of Services” means the description of the Services provided in Appendix A;
“Personal Data” has the meaning given under the GDPR;
“Client Data” refers to any data, content, or information provided, submitted, ingested, processed, stored, published, displayed, or otherwise made available by the Client or on its behalf (including, for clarity, by any Authorized User) for the purpose of processing through or in connection with the Services, including but not limited to Personal Data;
“Intellectual Property Rights” means all intellectual or proprietary rights, including:
(a) patent rights and utility models,
(b) copyright (including software rights) and database rights (including sui generis rights),
(c) trademarks, trade names, domain names, and brand identity,
(d) trade secrets and know-how,
including all related registrations, applications, renewals, and extensions in any jurisdiction, and the right to protect and enforce such rights;“Term” has the meaning set forth in Article 3.1 of these General Terms and Conditions;
“Training” refers to the training sessions described in Article 10.1 and Appendix B of these General Terms and Conditions, which may be delivered by the Provider to the Client;
“Training Fees” refers to the fees payable for the Training as per the pricing communicated by the Provider;
“Subscription Fees” means the amount payable by the Client to the Provider in exchange for access to the Service, invoiced and payable in accordance with these terms;
“Confidential Information” has the meaning set forth in Article 8.1 of these General Terms and Conditions;
“Maintenance” refers to corrective maintenance and support services related to the use of the Platform;
“Platform” means the standard and configurable platform accessible from the Site, with the features described therein;
“Service” means the right for the Client, during the Term, to (i) use the Platform and its features, and (ii) access Maintenance services. The services included in the Service form an indivisible whole. The list of services, service levels, and Platform features defines the essential characteristics of the Service provided by the Provider;
“Third-Party Services” has the meaning given in Article 1.6 of these General Terms and Conditions;
“Building LCA Services” refers to life cycle assessments of buildings as part of the Vizcab Delivery service as described in Article 10.1 and Appendix C;
“Project” means, in the context of the Building LCA Services, a construction project;
“GDPR” has the meaning given in Article 6.2 of these General Terms and Conditions;
“Site” means the website accessible at www.vizcab.io or the associated API;
“Subscription” refers to any subscription to the Service;
“Authorized Users” means the Client’s employees who have been granted access to the Platform and hold a personal account, to the exclusion of any other category of individuals.
1. Access to the Service and Use of the Platform
1.1. Acceptance of Terms
The Client may modify the terms of their Subscription and correct any errors before final acceptance of the Agreement. The Client must provide complete and accurate information (company name, SIRET number, address, VAT number, legal representative’s name). If the Agreement is concluded online, after reviewing the summary of their Subscription, the Client confirms it by checking the acceptance box for these General Terms and Conditions and clicking the validation icon (this action constitutes acceptance). Access to the Service is conditional upon acceptance of the Agreement and payment of the Subscription Fees by the Client. Access to the Service is strictly reserved for professional use, to the exclusion of any private use. The Client hereby guarantees that they are subscribing to the Service in the course of their professional activity.
1.2. Platform Access
The Provider grants the Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Term, in accordance with the terms of the Agreement. The Client is responsible for the actions of Authorized Users on the Platform.
1.3. Authorized Users
Each Authorized User must agree to comply with these General Terms and Conditions and keep their login credentials confidential. Each account is personal and may not be used by any third party. The Client is liable for ensuring compliance with these General Terms and Conditions by all Authorized Users. Except as expressly provided in the Agreement, no other rights are granted to the Client. The Client acknowledges having been adequately informed about the technical requirements for accessing the Platform.
1.4. Restrictions
The Client must not, directly or indirectly, and must not permit any Authorized User or third party to:
(a) sell or otherwise transfer their access rights to the Platform;
(b) reverse engineer, decompile, disassemble or attempt to derive source code or underlying know-how of the Platform, except as expressly permitted by applicable law;
(c) copy, reproduce, display, modify, publish, transmit or adapt the Platform, in whole or in part, by any means and in any form;
(d) translate, adapt, or combine the Platform with any non-compliant object;
(e) introduce viruses, trojans, or malicious software;
(f) access or use the Platform to circumvent or exceed applicable limits or conditions;
(g) use the Platform in breach of third-party data protection, privacy, or intellectual property rights;
(h) use or allow the use of tools to probe, scan, or assess the Platform’s security;
(i) display, upload, transmit, or use the Platform in violation of any applicable law;
(j) upload or share Client Data without having the necessary rights or authorizations, or if such data is illegal or harmful;
(k) use the Platform in any way not expressly authorized herein.
Any violation of this section constitutes a material breach that may justify termination under Article 3.5.
1.5. Features and Compatibility
The Client acknowledges that the Service is a standard online service provided uniformly to all clients. It is the Client’s responsibility to ensure the Service features meet their needs before subscribing or to contact the Provider for more information. The Client must ensure they have the technical means to use the Platform and a secure browser to access the Site. The Client is also responsible for ensuring their equipment is operational and virus-free.
1.6. Interaction with Third-Party Services
The Platform or parts of the Service may contain features designed to interact with third-party services, including third-party databases (“Third-Party Services”). These services are not provided by the Provider, who therefore does not guarantee their ongoing availability. The Client acknowledges that the Provider may cease providing such features without notice if, for instance, the third-party service becomes unavailable. This shall not constitute grounds for termination or compensation.
1.7. Trial and Beta Services
From time to time, Vizcab may offer the Client access to (A) Trial Services or (B) Beta Services not yet generally available to other clients. A “Trial” refers to Services described as such or provided free of charge without requiring a formal order. Trial and Beta Services are for internal evaluation only, are not subject to maintenance, carry no service level guarantees, and are provided “as is” with no warranty of accuracy or completeness. The Client acknowledges that such services may be discontinued or deleted at any time without notice and that Beta Services may never be made publicly available. Notwithstanding any other provision, Vizcab expressly disclaims all liability and warranties in connection with any Trial or Beta Service.
2. Intellectual Property
2.1. Provider Ownership
All rights, including Intellectual Property Rights, in and to the Platform, any part of the Services, or the Training, are and shall remain the exclusive property of the Provider. Nothing in this Agreement shall be construed as a transfer of ownership.
2.2. Feedback
If the Client provides the Provider with evaluations, ideas, feedback, or suggestions concerning the Services, the Provider is free to use such feedback without any obligation or limitation, and without any compensation owed to the Client. The Client hereby irrevocably assigns to the Provider, exclusively and worldwide, all Intellectual Property Rights associated with such feedback. These assigned rights include the rights to exploit, reproduce, display, and adapt the feedback in any form and on any medium.
2.3. Client Ownership
All rights, including Intellectual Property Rights, in and to the Client Data shall remain the exclusive property of the Client. Nothing in this Agreement shall be construed as a transfer of ownership of the Client Data. The Client grants the Provider a worldwide, royalty-free license to use, reproduce, and display the Client Data on the internet and any digital or printed medium, for the purpose of providing the Services and/or Building LCA Services, for the entire duration of intellectual property protection.
The Client represents that they and/or the Authorized Users hold the necessary Intellectual Property Rights and/or reproduction and display rights for all Client Data uploaded or used on the Platform. The Provider shall not be held liable for any breach of this clause.
In the event that the Provider is subject to a third-party claim based on intellectual or industrial property rights relating to an element supplied directly or indirectly by the Client or any Authorized User, the Client agrees to fully indemnify the Provider for all direct and/or indirect economic or financial consequences (including legal fees and defense costs) arising from such claims.
2.4. Use of Client Name for Reference
The Client expressly authorizes the Provider to use the Client’s name, logo, and trademarks—strictly in accordance with the Client’s brand guidelines—for business reference purposes only (e.g. in the Provider’s client reference lists or professional social media posts), and for no other purpose unless prior written authorization is given by the Client.
2.5. Anonymized and Aggregated Data
The Client acknowledges and agrees that the Provider may, unless otherwise prohibited by law, anonymize the Client Data so that it is no longer associated with the Client, and may (subject to legal restrictions) aggregate such data with other data from its clients or data sources. The Provider may use such anonymized and aggregated data for any purpose it deems appropriate.
All anonymized and aggregated data shall be the exclusive property of the Provider and is expressly excluded from the definition of Client Data.
3. Term and Termination
3.1. Agreement Term
The Agreement enters into force on the date the Client accepts these General Terms and Conditions (the “Effective Date”) and remains in effect until all Subscriptions, Building LCA Services, and any Training sessions have expired or been terminated (the “Term”).
3.2. Subscription Term
The Client may choose between different Subscription options:
Subscriptions may be for a fixed, non-renewable term or for a fixed term with automatic renewal.
3.3. Non-Renewable Subscription
The Subscription is valid for the initial term specified in the Client’s order and will not automatically renew. At the end of this term, the Client’s access to the Service will be deactivated, and a new Subscription will be required to regain access.
3.4. Automatically Renewing Subscription
The Subscription is valid for an initial term specified in the Client’s order and will automatically renew for successive terms of the same length unless either Party notifies the other in writing of its intention not to renew at least thirty (30) days before the end of the current term.
The Client must send any notice of non-renewal to the Provider at help@vizcab.io.
The Subscription Fees due for the current term shall remain payable and, if applicable, are non-refundable.
3.5. Termination for Breach
Either Party may terminate this Agreement with immediate effect if the other Party fails to remedy a material or substantial breach of any of its obligations under the Agreement within thirty (30) days after receiving written notice of such breach from the non-breaching Party.
3.6. Consequences of Expiration or Termination
Upon expiration or termination of the Agreement, the Client shall immediately cease all use of the Service. The Provider may then suspend the Service, Building LCA Services, and any Training provided to the Client or its Authorized Users without further formalities.
If the Agreement is terminated due to the Client’s breach, the Client shall not be entitled to any refund. If the Agreement is terminated due to the Provider’s breach, the Client will be entitled to a prorated refund of any Subscription Fees already paid for the remaining portion of the Term.
4. Client Obligations
4.1. Cooperation
The Client agrees to provide the Provider with all reasonable cooperation and access to any information necessary for the performance of the Services under this Agreement, including access to Client Data.
4.2. Client Systems
It is the Client’s responsibility to maintain a network connection capable of transmitting and receiving data to and from the Platform. The Client shall bear all associated connection costs.
4.3. Client Data
Providing Client Data is necessary for the delivery of the Services by the Provider. The Client is responsible for uploading the Client Data to the Platform and acknowledges that the Provider cannot be held liable for any failure to receive or loss of transmitted data. The Client shall maintain backup copies of the data.
The Client agrees that the Provider assumes no responsibility for the content of the Client Data, for any infringement of third-party rights resulting from it, or for any offenses or other unlawful acts facilitated by the data.
The Provider does not guarantee, verify, authenticate, or review the Client Data or any other data uploaded, entered, or stored on the Platform.
The Client is solely responsible for creating backups of their data and for ensuring its completeness, integrity, quality, and accuracy.
If the Provider provides a Data Processing Service as defined in Appendix D, the provisions of said appendix shall apply.
4.4. Authorized Users
The Client acknowledges that effective implementation and use of the Service may depend on their ability to properly train their Authorized Users and, if necessary, adapt their internal processes.
Authorized User credentials are personal and confidential and fall under the Client’s responsibility. Credentials may only be changed upon request of the User.
Each Authorized User shall take all necessary steps to protect their credentials and shall not disclose them to any third party. The Client shall ensure that no unauthorized individual gains access to the Service.
The Client is generally responsible for the physical and IT security of the devices used to access the Service.
If the Client becomes aware that an unauthorized individual has accessed the Service, the Client shall immediately notify the Provider. In case of loss or theft of credentials, the Provider will provide a new password to the Authorized User.
4.5. Compliance with Law
The Client is responsible for ensuring that their use of the Platform complies with all applicable laws and regulations.
The Provider makes no representation or warranty regarding the legal or regulatory compliance of the Client’s use of the Platform.
4.6. Temporary Suspension
Without prejudice to any other rights or remedies, the Provider may temporarily suspend the Client’s access to the Services if the Client or any of its Authorized Users is using the Service unlawfully or in violation of Article 1.4.
Such suspension shall not release the Client from its payment obligations under this Agreement.
5. Subscription Fees
5.1. Subscription Fees
The Subscription Fees cover access to the Platform’s features and maintenance services.
The Parties acknowledge that the applicable fees are negotiated and that the prices stated in the Client’s confirmed order, as per Article 1, shall prevail over any pricing grids published on the Site or shared via email.
The amount and payment terms for the Subscription Fees (and any other amounts due for additional services) are provided exclusive of taxes and inclusive of all applicable taxes.
The Client is solely responsible for paying the Subscription Fees and for any taxes and/or duties related to the execution of this Agreement.
5.2. Payment Terms
The Subscription Fees are payable in accordance with the terms set forth in the applicable order form or quotation.
5.3. Indexation of Subscription Fees
The Provider may apply an annual price adjustment formula to the Subscription Fees as follows:
P = Po × [0.15 + 0.85 × (Syntec A / Syntec A-1)],
where:
P = revised Subscription Fees,
Po = previous Subscription Fees,
Syntec A = latest known Syntec Index at the time of the adjustment,
Syntec A-1 = Syntec Index value one year prior to the adjustment date.
5.4. Payment Methods
All invoices must be paid in euros, either by credit card or bank transfer.
In the case of credit card payment, the Site uses a secure payment system provided by a specialized online payment security provider. This ensures complete confidentiality of the Client’s banking information.
Card transactions are encrypted and protected, and the Client’s banking details are not stored by the Provider.
For wire transfers or direct debits, the Client must contact the Provider to obtain bank details (RIB).
The Client warrants that they have the necessary authorization to use the chosen payment method.
5.5. Late Payments
In accordance with Article L.441-6 of the French Commercial Code, if the Client fails to pay any amounts due within thirty (30) days from the invoice date:
(i) any overdue amount will automatically accrue daily interest until fully paid, at a rate equal to three (3) times the legal interest rate, without the need for prior notice and without prejudice to the Provider’s right to claim damages;
(ii) a fixed recovery fee of €40 will be charged per invoice, pursuant to Article L.441-6.
The Client is also liable for all actual recovery costs incurred by the Provider (legal fees, court costs, bailiff fees, etc.), which shall be considered as accessory to the Provider’s claim.
Any payment delay after the contractual due date, and following a ten (10)-day notice period without cure, shall constitute a material breach allowing the Provider to suspend the Service.
No early payment discount is offered.
5.6. Hardship (Imprévision)
In accordance with Article 1195 of the French Civil Code, the Provider declares that it does not accept the risk of increased costs for hosting and storing the Platform and Client Data, which are charged by its subcontracted hosting provider.
Therefore, any increase of more than fifteen percent (15%) in hosting costs, duly justified in writing, shall be considered an unforeseeable event that makes the Service excessively burdensome for the Provider.
In such a case, the Parties agree to renegotiate the Agreement in good faith.
If no agreement is reached within thirty (30) days from written notice, either Party may terminate the Agreement without compensation.
Until a new agreement is reached or the Agreement is terminated, the Provider shall continue to perform its obligations under the original financial terms.
6. Personal Data
6.1. No Personal Data in Client Data
The Client must ensure that the Client Data does not contain any Personal Data. The Client is responsible for anonymizing all Client Data made available to the Provider, whether through the Services or by other means.
If the Provider identifies that Client Data contains Personal Data, the Provider may suspend processing of such data, notify the Client, and delete the affected data.
6.2. Personal Data Processing by the Provider
To the extent that the Provider processes Personal Data relating to the identity and contact details of the Client and/or its Authorized Users for the purposes of account creation, Service provision, support, or product improvement, such processing shall be carried out by the Provider as a data controller, as defined under Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the “GDPR”).
Details on how the Provider processes Personal Data as a data controller are set out in its Privacy Policy, available at:
https://vizcab.io/politique-de-confidentialite-2
7. Liability
7.1. Exclusion of Indirect Damages
The Provider shall not, under any circumstances, be held liable for any indirect or unforeseeable damages resulting from partial or total failure to perform the Service.
The Provider shall not be liable for any loss of revenue, customers, or business opportunities suffered by the Client.
Furthermore, the Provider shall not be liable for any damage caused by the Client’s own acts, omissions, breaches, by third parties, or by a force majeure event.
7.2. Liability Cap
In any event, the total financial liability of the Provider shall be limited to the amount of Subscription Fees paid by the Client for the last twelve (12) months of actual paid use of the Service, except in cases of:
(i) bodily injury,
(ii) gross negligence, willful misconduct, or fraud on the part of the Provider.
7.3. Responsibility for Statistical Results
The Client bears full responsibility for the direct and/or indirect consequences of applying the statistical data generated by the Platform and may not hold the Provider liable for such use under any legal theory.
All statistics automatically generated by the Platform must be reviewed and interpreted by qualified professionals.
7.4. Internet Risks
The Client acknowledges having been informed of the following characteristics and limitations of the internet:
Data transmissions over the internet are only relatively reliable from a technical standpoint, and the proper functioning of the internet cannot be guaranteed.
Although the Provider has implemented strong access security measures, data transmitted over the internet may be subject to interception or misuse.
Communication of passwords, credentials, and any other sensitive information is at the User’s own risk.
The internet is an open network, and information transmitted via this medium is not protected against risks such as interception, fraudulent or unauthorized intrusions, data piracy, malicious file alterations, or contamination by computer viruses.
Therefore, the Client is solely responsible for protecting its own data and/or software stored on its own systems against viruses and intrusion attempts.
7.5. Internet Liability Waiver
In view of the above and with full knowledge of the characteristics of the internet, the User expressly waives any claim against the Provider for any of the aforementioned risks or events, except in cases of breach of duty of care.
The Parties expressly acknowledge that the Provider cannot guarantee that the Platform will be free of all defects or bugs.
Given the current state of technology, the Provider cannot guarantee that it will be able to correct all potential anomalies affecting the Platform.
In accordance with Article 1133 of the French Civil Code, by signing this Agreement, the Client expressly accepts this risk inherent to software development and platform operation.
7.6. Intellectual Property Warranty Disclaimer
The Provider does not warrant that:
(i) the Platform is original, or
(ii) it holds all Intellectual Property Rights to the Platform, except for third-party or open-source modules integrated into the Platform.
The Provider may only grant usage rights to such third-party modules where it has been authorized to do so.
Furthermore, the Provider does not guarantee the compatibility or interoperability of the Platform with the Client’s other software systems.
Such compatibility or interoperability may require custom development by the Provider, which will be subject to separate fees as agreed between the Parties.
8. Confidentiality
8.1. Definition of Confidential Information
“Confidential Information” refers to any information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether before or after the execution of this Agreement, including but not limited to:
the content of this Agreement,
Client Data,
any information that should reasonably be considered confidential,
operational data, processes, product information, know-how, trade secrets, and software of the Disclosing Party,
and any information developed by the Parties in connection with the implementation of this Agreement.
The Parties agree that details of the Services and the results of performance testing are considered Confidential Information of the Provider, and Client Data is considered Confidential Information of the Client.
The following shall not be considered Confidential Information:
(i) information that is publicly available without breach of this Agreement by the Receiving Party;
(ii) information lawfully held by the Receiving Party before disclosure by the Disclosing Party;
(iii) information lawfully obtained from a third party who is authorized to disclose such information without violating a confidentiality obligation.
8.2. Confidentiality Obligations
Each Party agrees:
(i) not to use the other Party’s Confidential Information for any purpose other than the performance of the Agreement;
(ii) not to disclose such Confidential Information to any third party, except to its employees, service providers, or subcontractors who need access to such information for the performance of the Agreement.
Each Party shall take the same protective measures it would apply to its own Confidential Information and shall ensure that its employees, service providers, and subcontractors are subject to confidentiality agreements equivalent in scope to the present clause before receiving any Confidential Information.
Any breach of the confidentiality obligations under this Article 8 shall be considered a material breach justifying termination under Article 3.5.
8.3. Duration of Confidentiality Obligations
The obligations set forth in this section shall remain in force throughout the Term of the Agreement and for a period of five (5) years after its expiration or termination, regardless of the reason.
9. Force Majeure
9.1. Definition
Neither Party shall be held liable for the failure to perform any of its contractual obligations due to the occurrence of a force majeure event, defined as an event that:
(i) is beyond the control of the affected Party,
(ii) could not reasonably have been foreseen at the time of the conclusion of the Agreement, and
(iii) whose effects cannot be avoided by appropriate measures.
9.2. Consequences of Force Majeure
In the event of a temporary force majeure, the affected Party shall be entitled to suspend the performance of its obligations for the duration of the event, unless the resulting delay justifies the termination of the Agreement. This does not apply to the obligation to pay any amounts that were contractually due at the time the force majeure event occurred.
If the force majeure is permanent, the Agreement shall be terminated and the Parties shall be released from their respective obligations, subject to written notice of such termination by the Party taking the initiative.
In all cases, the Party affected by the force majeure shall make every effort to prevent, eliminate, or reduce the causes of the delay and to resume performance of its obligations as soon as the event has ceased.
10. General Provisions
10.1. Optional Services
The Provider may offer Training or Support Services if the Client subscribes to such services.
Specific terms applicable to Training are set out in Appendix B, and terms related to Support Services are detailed in Appendix C of this Agreement.
10.2. Social Obligations and Undeclared Work
The Provider undertakes to comply with Articles L.8222-1 and D.8222-5 of the French Labor Code (obligations to declare employees to social security and tax authorities), and certifies that all services are performed by employees lawfully employed in accordance with Articles L.1221-10, L.3243-2, and R.3243-1 of the French Labor Code.
10.3. Severability
This Agreement replaces and supersedes all prior verbal or written agreements between the Parties relating to the same subject matter.
If any provision of the Agreement is declared null or unenforceable by a final court decision with res judicata effect, the Parties agree to limit the scope of such nullity to the minimum necessary so that the remainder of the Agreement remains valid and enforceable, and to preserve the economic balance of the Agreement.
In such case, the Parties shall negotiate in good faith to replace the invalid provision with a new valid one reflecting the original intent.
10.4. Assignment
The Agreement may not be assigned, in whole or in part, by the Client—whether for free or for value—without:
(i) the prior written consent of the Provider, or
(ii) assignment by the Client to a company it controls or is controlled by (within the meaning of Article L.233-3 of the French Commercial Code), provided that written notice is given to the Provider and that the assignee expressly agrees to assume all of the Client’s obligations under this Agreement.
In this case, the Client shall remain jointly liable with the assignee for full performance of the Agreement.
10.5. Notices and Time Computation
All notices (e.g., formal notices, reports, approvals, or consents) required or permitted under the Agreement must be made in writing by email or letter.
Unless otherwise stated, deadlines are calculated in calendar days, with a week comprising six working days and five business days.
Any deadline triggered by a notice shall begin on the date of the first attempted delivery, as evidenced by postal postmark, express courier receipt, or the handwritten date on a hand-delivered letter.
If an action or notice must be completed by a specific deadline that falls on a non-business day, it will be extended to the next business day.
10.6. No Waiver
The failure by the Provider to enforce any provision of these General Terms and Conditions at any given time shall not be interpreted as a waiver of its right to enforce the same provision later.
10.7. Evidence Agreement
Any click by the Client accepting these terms, or registering or making payments, constitutes acceptance of the Agreement.
Computer records stored by the Provider’s systems under reasonable security conditions shall serve as proof of communications, orders, and payments between the Parties.
Orders and invoices are archived on a reliable and durable medium and are accessible from the Client’s account.
Notwithstanding Article L.110-3 of the French Commercial Code, the Parties agree that any modification to the Agreement must be made in a written amendment, which may be in electronic form and signed by duly authorized representatives of both Parties.
Any attempt by the Client to unilaterally modify the terms of use of the Platform, or to use the Platform in a manner not authorized by the Agreement, without prior written consent from the Provider, shall constitute a material breach justifying termination as per Article 3.5.
10.8. Amicable Resolution and Mediation
The Parties agree to meet and attempt to amicably resolve any dispute arising under this Agreement.
If no resolution is reached within thirty (30) days from the initial exchange, the Parties agree to submit the dispute to a mediator from CMAP (Centre for Mediation and Arbitration of Paris).
If mediation does not result in resolution within forty-five (45) days from the first mediation meeting, each Party shall be free to submit the dispute to the competent courts.
10.9. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with French law, both in form and substance.
If the Agreement is translated into another language, the French version shall prevail.
FAILING AMICABLE RESOLUTION, ANY DISPUTE RELATING TO THE INTERPRETATION, PERFORMANCE, OR TERMINATION OF THIS AGREEMENT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE LYON COMMERCIAL COURT, INCLUDING FOR SUMMARY PROCEEDINGS, unless otherwise required by mandatory rules on jurisdiction.
A. Platform Description
The Platform is designed to read, edit, or perform building Life Cycle Assessment (LCA) studies in order to estimate and verify the compliance of the Client’s building projects with building LCA methodologies, labels, or certifications (the “Frameworks, Labels, and Certifications”). These Frameworks, Labels, and Certifications are detailed in the LCA Methodology Table and in the Labels and Certifications Table below.
The Vizcab Platform is composed of the following independent software modules and features (which may be components of one or several modules or of the Platform itself):
Vizcab Eval RE2020: A module allowing the reading, editing, and execution of a building LCA. It has received regulatory approval for meeting RE2020 environmental requirements.
Vizcab Eval E+C-: A module enabling the reading, editing, and execution of a building LCA, validated for compliance with the E+C- experimental framework regarding environmental aspects.
Vizcab RSEE Viewer: A module that allows read-only access to an RSEE file (.xml format document required under RE2020).
Vizcab Explo: A building LCA module for early-stage carbon impact estimation during the design phase, based on simplified data and pre-defined construction systems from a macro-component library (Vizcab Library).
Vizcab Analytics: A module enabling the aggregation of building LCAs into a database exclusively dedicated to the Client, with data visualization available through the Platform.
Vizcab Observatory: A module enabling consultation of a database of anonymized and aggregated building LCAs curated by Vizcab.
Vizcab Library: A module that allows representation of qualified construction systems with associated environmental data. These are referred to as “macro-components.”
INIES Database Explorer: A module that allows consultation of FDES from the INIES database and their environmental impacts.
Vizcab Excel Add-in: A module installable in Microsoft Excel that allows for the calculation of the environmental impact (kg CO₂ eq) of components listed in an Excel spreadsheet, with direct access to environmental databases through Excel navigation.
Vizcab Exam: A feature available within Vizcab Eval and Vizcab RSEE Viewer. This feature performs consistency and completeness checks of LCAs created or viewed using Vizcab Eval or the RSEE Viewer.
Vizcab Score: A feature that enables comparison of environmental data based on a scientifically published methodology:
M. Bahrar and T. Jusselme, 2022, IOP Conf. Ser.: Earth Environ. Sci. 1078 012129.
Platform features and modules may also be made available via API, subject to the applicable quotation or order form.
Vizcab Eval RE2020
RE2020
Vizcab Eval E+C-
E+C
Vizcab Lecteur RSEE
RE2020
Vizcab Lecteur RSEE
RE2020
Vizcab Explo
RE2020
Vizcab Analytics
RE2020
Vizcab Library
RE2020
RE2020
RE2020
Vizcab Modules and Corresponding LCA Methodologies
Vizcab Eval RE2020
HQE
–
Vizcab Eval RE2020
BREEAM (France)
100% of the BREEAM MAT01 credits are accessible with Vizcab (see BREEAM MAT01 calculator; Vizcab tab).
Vizcab Eval RE2020
BBCA, BBCA Réno
The software can be used for such projects to complete the BBCA calculators starting from version 4, but does not include a dedicated module to facilitate the use of these labels.
Vizcab Eval E+C
Label Eval E+C
–
Vizcab Eval E+C
HQE
–
Vizcab Eval E+C
LEED
The software can be used for such projects but does not include a specific module.
Vizcab Eval E+C
BREEAM (France)
100% of BREEAM MAT01 credits can be achieved using Vizcab (see the BREEAM MAT01 calculator, Vizcab tab).
Vizcab Eval E+C
BBCA, BBCA Réno
The software can be used for such projects to complete the BBCA calculators up to version 3.1. It includes a dedicated module that facilitates the use of the BBCA New v3 version.
A. Modules and Features – Important Notes
The above list of modules and features is provided for informational purposes only and does not necessarily represent the modules and features that will be delivered to the Client. Use of the Service is limited based on the type of subscription selected, including both the access to specific modules and features, and the number of authorized users.
The modules and features included in the subscription, as well as the applicable usage limitations, are specified in the quotation provided to the Client or in an appendix to the Agreement.
The Provider draws the Client’s attention to the fact that the Service offered is a standard service designed for companies of various sizes operating in different industries.
It is therefore the Client’s responsibility, prior to signing the Agreement, to ensure that the Service aligns with their specific needs and is appropriately scaled to meet their business objectives, which the Provider cannot be expected to know.
If the Client has not provided the Provider with a detailed written statement of requirements, the Client acknowledges that the Provider’s online commercial offer shall be deemed to reflect such requirements.
Updates and/or new versions of the Platform are provided, deployed, and put into production by the Provider without any action required from the Client, according to a frequency determined solely by the Provider. The terms of the Agreement, including the Client’s right to use the Platform, shall apply to all updates or new versions installed by the Provider.
B. Technical Support for Service Use
The Provider offers technical support in French, via email, exclusively for authorized users, during the working hours defined below.
This support service is included in the Subscription Fees.
For the purposes of this Appendix A, an “Incident” refers to any malfunction specifically related to an issue affecting the Platform. The Provider shall determine the classification of the Incident based on the following definitions:
Critical Incident: An issue that completely prevents the Client from using the Platform.
Major Incident: An issue that disables one or more key functionalities of the Platform essential to the Client’s operations and cannot be resolved without maintenance intervention.
Minor Incident: Any issue that does not qualify as Critical or Major.
Incidents classified as Minor may not necessarily be resolved. The Provider reserves the right to decide whether or not to address such Incidents.
Incident reports will be acknowledged only if submitted between 9:00 a.m. and 6:00 p.m. on business days (excluding weekends and public holidays).
For each reported Incident, the Client agrees to describe it as precisely as possible and to provide the Provider with the exact user workflow that led to the issue.
Upon receipt of the aforementioned alert, the Provider will diagnose the reported Incidents and will make best efforts to provide corrections or workarounds—either through written or phone instructions (email or fax), or through remote maintenance, depending on the method deemed most appropriate by the Provider.
Any Platform malfunction resulting directly or indirectly from misuse by the Client or by any third party, including any Authorized User, is expressly excluded from the scope of technical support.
Souhaites-tu que je poursuive avec les annexes B, C ou D, si elles sont disponibles dans ton document ?
Incident Classification
Incident Classification
Incident Classification
Critical Incident
4 working hours
2 working days
Major Incident
4 working days
5 working days
Minor Incident
5 working days
N/A
C. Platform Availability
Downtime
Without prejudice to the provisions of the General Terms and Conditions, the Provider undertakes, under a best-effort obligation, to provide continuous access to the Platform. In the event of unavailability, the Provider shall use best efforts to restore the Services as soon as possible following a report submitted by the end-user via email to: help@vizcab.io.
The following shall not be considered as downtime:
Scheduled downtime during a Standard Maintenance Window or an Extended Maintenance Window as described in this Agreement;
Any other scheduled downtime of which the Client has been notified at least 24 hours in advance;
Unavailability due to factors beyond the reasonable control of the Provider, such as unforeseeable events that could not have been avoided even with reasonable diligence.
Maintenance Windows
The Provider may designate specific periods as maintenance windows during which the Platform may be unavailable. These will be considered scheduled downtimes. Unless otherwise specified, “local time” refers to the local time in France:
Standard Maintenance Window: Every week, Monday through Friday, from 8:00 p.m. to 8:00 a.m.;
Extended Maintenance Window: Every week, from Friday at 8:00 p.m. to Monday at 8:00 a.m.
The Provider reserves the right to extend or modify the hours of the standard maintenance window. The Provider will use best efforts to ensure that the service remains accessible during business days but does not guarantee a specific availability rate.
Once a Critical Incident is reported, the Provider shall inform the Client of the estimated time required to restore the Service.
The Client acknowledges that the Provider shall not be held liable for any internet-related outages.
Service availability may also be interrupted for maintenance operations. In such cases, the Provider will notify the Client at least 24 hours in advance through a message accessible on the Client’s account.
The Provider reminds the Client that the provision of a network connection between the Platform and the Client’s internal IT system is not included in the Service. It is the Client’s sole responsibility to ensure access to a communication network enabling data exchange with the Platform. All related internet and IT infrastructure costs are the sole responsibility of the Client.
The Client acknowledges that:
(i) the description of the Service,
(ii) the list of Platform features, and
(iii) the availability terms set out in this section,
collectively define a level of service that meets the Client’s legitimate expectations in view of the nature of the services, customary business practices, and the fees paid by the Client for an indivisible set of services.
Appendix B – Provisions Applicable to Training Services
1.1 Applicability
This Appendix B sets forth additional service terms for Training provided by the Provider.
These provisions only apply if the Client registers for training sessions.
The provisions of Articles 2, 5.4, 5.5, 6, 8, 9, and 10 of the General Terms and Conditions also apply to Training.
Specific terms indicated in the Quotation shall take precedence.
1.2 Training Content
Trainings are provided in accordance with the description available at: https://vizcab.io/expertise/formation or any other official Provider documentation.
The Provider reserves the right to modify the nature, content, or availability of any Training at any time.
1.3 Training Fees
Training Fees cover only the sessions for which the Client has registered.
The amount and payment terms are expressed exclusive of taxes and inclusive of taxes.
The Client is solely responsible for the payment of Training Fees and any applicable taxes.
Training Fees are payable upon registration to the relevant session.
1.4 Liability
The Provider is bound by a best-effort obligation for the delivery of Training. The Client is solely responsible for selecting the appropriate Training.
The Provider shall not be liable for any indirect or unforeseeable damages arising from partial or total failure to perform Training services, including loss of revenue, clients, or business opportunities.
The Provider is not liable for any damage caused by the Client, a third party, or a force majeure event.
In any case, the total financial liability of the Provider for Training shall be limited to the amount of Training Fees paid for the specific Training concerned.
Appendix C – Provisions Applicable to Support Services (“Prestations d’Accompagnement”)
1.1 Applicability
This Appendix C defines the conditions under which the Provider delivers optional or alternative support services.
These provisions apply only if the Client has subscribed to Support Services.
This does not constitute a general contractor or project management contract and does not grant the Provider any authority to represent the Client.
The provisions of Articles 2, 5.4, 5.5, 6, 8, 9, and 10 of the General Terms and Conditions apply to these services.
1.2 Content
Support Services are described in the applicable quotation or contract.
1.3 Liability
The Provider excludes all liability for:
the technical design of any Project, which is the responsibility of the project manager,
the execution of works, which is the responsibility of construction contractors.
The Provider is not liable for indirect or unforeseeable damages (e.g. revenue loss, project delays, lost clients, or opportunities) related to Support Services.
In any event, the Provider’s total financial liability for Support Services is limited to the total amount invoiced for said services.
1.4 Client Obligations
The Client shall:
ensure the correct identification of Projects and legal entities involved,
provide all necessary cooperation and access to information for the delivery of services, including (but not limited to):
professional plans (PDF, DWG),
CCTPs (for structural, façade, HVAC),
surface area tables, quantity take-offs, estimates, permit application documents,
and contact details of relevant engineers and architects,
as well as RE2020 RSET files (PDF and XML formats).
Appendix D – Data Portability and Provider Transition
Section 1 – Definitions and Interpretation
The purpose of this Appendix is to define the Client’s rights and the Provider’s obligations when transitioning to another Data Processing Service provider or an on-premise IT infrastructure.
It applies starting September 12, 2025, if Vizcab provides Data Processing Services.
Key definitions include:
Change / Changing: The process of switching from the Provider’s Data Processing Services to another service provider or an on-premise infrastructure, including data extraction and migration.
Maximum Transition Notice Period: A maximum of two (2) months prior to the transition start.
Valid Change Request: Defined in Section 2.2.
Exportable Data: Input/output data (including metadata) generated or co-generated by the Client’s use of the Services, excluding Provider/third-party IP or trade secrets.
Destination Provider: The new third-party recipient of the Exportable Data.
Same Type of Service: A Data Processing Service with the same core purpose and functionalities as the Vizcab Platform.
Transition Period: 30 calendar days following the transition notice period.
Portability: As defined in Section 2.1.
Data Processing Services: Cloud or network-based configurable IT services.
ICT: Information and Communication Technologies.
Section 2 – Client Rights
The Client may notify the Provider of their intent to Change providers or to Port data to an on-premise ICT system. Notification may come from an authorized third party.
To be valid, the Change Request must contain:
A clear request for Change or Portability,
Information on the Destination Provider or ICT system,
The timeline and contacts responsible.
During the Transition Period, the Agreement remains in effect. The Provider shall:
Assist the Client and its agents with the transition,
Maintain continuity of services,
Inform of known risks,
Uphold a high level of security.
The Provider may charge additional fees for services beyond the scope of Section 2, based on agreed hourly rates. Change-related fees may apply for transitions initiated before January 12, 2027.
If the Maximum Notice Period is not feasible, the Provider will inform the Client within 14 business days and may propose an extension of up to 7 months.
Section 3 – Termination
The Agreement is considered terminated:
(a) Upon completion of the transition or portability process, or
(b) At the end of the notice period if the Client opts to delete all data instead of transitioning.
Upon termination:
Exportable Data and digital assets directly linked to the Client will be deleted, unless otherwise required by law,
The general termination provisions of the Agreement apply.
Appendix D1 – Data Categories
(a) Exportable Data
Excel exports from Vizcab Eval RE2020 or E+C- (component list, environmental profiles, impact calculations)
RSEE studies in XML format imported into Vizcab RSEE Viewer
Configured XML-format data imported into the Vizcab Platform
(b) Non-Exportable Data Retained by Vizcab
Technical logs and internal Platform data (e.g., activity logs, user login logs)
