Terms &
Conditions

Visual Planning Terms & Conditions

DEFINITIONS

“Product” means the Visual Planning Software product.

Visual Planning is a software solution edited by Stilog I.S.T.

Stilog I.S.T. is a software publisher, IT services and training company based in Nanterre, France. This company publishes and distributes Visual Planning. Stilog I.S.T., Incorporated is a subsidiary of Stilog I.S.T. located in Hoboken, NJ, United States. “Stilog”, “We” or “Us” means Stilog I.S.T. and its affiliates and subsidiaries.

“Customer”, “You” or “Users” means any person or entity that orders, receives or otherwise uses the Product or related Services.

“Service” means a service provided by Stilog I.S.T. related to Visual Planning. Services rendered and Products delivered are detailed in a proposal sent to you by Stilog I.S.T. By using the Products or Services, you agree to be bound by the present Terms as well as the terms of the proposal.

SCOPE

The present Terms & Conditions apply to the Visual Planning Software product and related Services. By using the Products or Services, you agree to be bound by the present Terms as well as specific terms detailed on the proposal sent to you by Stilog I.S.T.. These Terms apply to end customers in every country, regardless the place of delivery. The present Terms supersedes any generic Terms of Purchase or any other purchase conditions provided by Customer to Stilog I.S.T., regardless of when it was provided, including, but not limited to, terms provided alongside customer’s purchase order. Stilog I.S.T. reserves the right to modify these Terms and Conditions at any time and without prior notice to customer.

PRICE

The price of the products and services are provided in US Dollars, Sterling Pounds or Euros excluding applicable taxes. They are subject to a detailed price list that can be shared with Customer upon request. Customs and import duties and any state tax, local sales tax, use tax and any other taxes that may be payable are paid by the Customer.

Service prices do not include travel and accommodation costs. Where Services need to be rendered at the Customer’s premises or outside Stilog’s offices, additional travel and accommodation fees will be charged to Customer as per actual cost of travel.

Promotions and/or discounts are offered on our products for a limited period of time. Promotions and/or discounts cannot be held concurrently. If several promotions and/or discounts are applicable, you will automatically benefit from the most advantageous one.

Stilog I.S.T. reserves the right to change prices at any time. The products and services are charged at prices prevailing at the date the order is recorded. Information on prices and product availability is subject to change and is provided for reference only.

ORDERS

Stilog I.S.T. will accept all orders it receives as per the present Terms. Orders may be submitted by hard mail, fax or e-mail. They shall include your contact details, details of products and services ordered, prices as per a proposal or quote that Stilog I.S.T. sent to you, date and be duly signed. Sending back a signed proposal or quote provided to you by Stilog I.S.T. is an acceptable form of Order. If you need to submit a separate purchase order document, please make sure to reference our proposal or quote, and provide an itemized list of product and services ordered along with quoted prices.

Any order placed with Stilog is firm and final for the customer. Stilog I.S.T. reserves the right to cancel any order from a customer with whom there is a dispute over payment of a previous order. Upon receipt of the order, Stilog I.S.T. will send the related invoice(s) by e-mail to the customer.

BILLING AND PAYMENT

Unless otherwise specified, invoices are fully due upon receipt. Customer may request a revision of the invoice content and amount no later than three weeks after the invoice was received. No discount will be granted in case of early payment. Invoices are payable by check, bank transfer or credit card (US Customers only) to the Stilog I.S.T. office that emitted the invoice.

In case an invoice is not settled at the due date, Stilog I.S.T. will request that Customer pays the invoice in full. Stilog I.S.T. reserves the right to apply late payment penalties in the amount of three times the legal interest rate. If Customer allows an invoice to lapse into non-payment, Stilog I.S.T. may, at its own discretion, postpone or cancel on-going orders, deliveries or services, including consulting or training sessions previously booked by customer and request that customer returns delivered products. In case of non-payment or incomplete payment, Stilog I.S.T. shall have the right to hire, at the customer’s expense, a legal procedure to recover them.

DELIVERY OF PRODUCTS AND SERVICES

Stilog I.S.T. will deliver ordered products upon receipt of your payment in full, unless otherwise agreed. Licenses or access to the cloud services are delivered electronically and addressed to the person and address provided in your order.

Services are booked after your order has been registered, on a first come first served basis. We may provide a tentative service schedule and project completion date prior to receiving your order for your information only. Upon receipt of your order, Stilog I.S.T. will assign a team member to perform the services and provide you with a choice of dates for service completion, including meeting dates and on-site service dates. You must confirm service dates with us no later than 48 hours after you have received our offer. Otherwise those dates may be offered to another customer.

You may cancel booked service dates no later than one week before the scheduled date for online meetings or three weeks for on-site meetings or training sessions. Any last-minute cancellation or no-show will be charged to you in full. Some services that we provide necessitate that we receive specific data or information from you prior to completing the services. We reserve the right to cancel and reschedule service sessions if we have not received such information in due time.

Service days ordered but not utilized remain due in full. All services ordered but not utilized will be billed in full 6 months after the date of your order. Service days can be converted to support tokens for on-going usage. Support tokens not utilized will expire two years after they have been ordered.

LIABILITY

By express agreement, Stilog is only subject to an obligation of best effort in rendering the services it provides. In no case may Stilog I.S.T. be hold liable for any indirect or consequential damages related to a late delivery, damage due to non-compliance with customer requirements, or damage due to causes beyond the control of Stilog. In particular, Stilog shall not be held liable in case of Force Majeure, disruption or total or partial strike of postal, transportation or telecommunication services.

INTANGIBLE RIGHTS ON SOFTWARE

Purchasing a software license and other products with Stilog I.S.T. shall in no case constitute a transfer of reproduction rights on the software, of a right to market or sell the software, and more generally of all intangible rights on the software that remain the exclusive property of Stilog I.S.T.. Customer agrees to take all necessary measure to protect such rights. This include not to diffuse, copy or allow the free diffusion of the software, or part of the software, and other products sold by any way whatsoever. The customer agrees not to make diffusion or permit the diffusion of all or part of the software and other products sold by any way whatsoever. Violation of these provisions may result in the cancellation of all orders, and cause Stilog to seek legal reparation of damages in a court of justice.

JURISDICTION

All sales contracts with Stilog I.S.T., a French corporation are subject to French law and any dispute relating to sales occurring with clients will be exclusively subject to the jurisdiction of the Commercial Court of Nanterre (92000-France).

All sales contracts with Stilog I.S.T., Incorporated, a United States corporation, shall be subject to the laws of the state of New York as if performed wholly within New York and without giving effect to the principles of conflicts of laws, and any dispute relating to such sales shall be resolved under the exclusive jurisdiction of the courts located in the Borough of Manhattan, New York. Customers contracting with Stilog, Incorporated specifically exclude application of the United Nations Convention on Contracts for the International Sale of Goods to the said contract.

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