Terms of Service — On-Premise
Last updated: 2026-02-26
Article 1 — Purpose and Acceptance
These Terms of Service (hereinafter "the Terms") govern the supply and use of the Delta-QA software in On-Premise mode (hereinafter "the Software"), published by LAYA CONSEIL, SARL with share capital of 1 €, registered with the RCS of Pontoise under SIREN number 824 031 082, SIRET 824 031 082 00012, intra-community VAT FR49824031082, with its registered office at 5 D Rue des Plants Verts, 95000 Cergy (hereinafter "the Publisher"). By installing the Software on their infrastructure, the professional client (hereinafter "the Client") acknowledges having read these Terms and accepts them without reservation. The Software is intended for professional use only.
Article 2 — License of Use
The Publisher grants the Client a non-exclusive, non-transferable, and non-sublicensable license to use the Software, for a single installation on the Client's information system as defined in the purchase order. The Client shall not: (a) reverse engineer, decompile, disassemble, or attempt to extract the source code of the Software; (b) modify, adapt, translate, or create derivative works of the Software; (c) redistribute, sublicense, rent, or lend the Software; (d) install the Software on servers or environments not specified in the contract; (e) exceed the number of users authorized by the subscribed license.
Article 3 — Installation and Prerequisites
Installation of the Software is carried out by the Client on their own infrastructure, in accordance with the technical documentation provided by the Publisher. The Client shall ensure that their infrastructure meets the specified technical prerequisites. The Publisher may offer installation assistance services, billed separately at prevailing rates. The Client is solely responsible for the compliance, security, and backup of their infrastructure.
Article 4 — Maintenance and Support
The Publisher provides the Client, for the duration of the contract, with: (a) corrective updates (bug fixes and security patches) included in the license agreement; (b) feature updates (new functionalities) depending on the plan subscribed. Technical support is available Monday to Friday, 9:00 AM to 6:00 PM (Paris time), excluding French public holidays. Support requests are handled by email at support@delta-qa.com with a maximum response time of: 4 business hours for blocking incidents, 8 business hours for major incidents, 48 business hours for minor incidents.
Article 5 — Client Obligations
The Client undertakes to: (a) use the Software in accordance with its intended purpose and these Terms; (b) maintain their infrastructure in compliance with the technical prerequisites; (c) ensure regular backup of their data and the Software configuration; (d) inform the Publisher of any detected anomaly as soon as possible; (e) not allow unauthorized persons to access the Software; (f) comply with the terms of the subscribed license, in particular the number of users.
Article 6 — Personal Data Protection
As the Software is installed on the Client's infrastructure, the Client acts as data controller within the meaning of the GDPR for all personal data processed through the Software. The Publisher does not have access to data processed by the Client, except for technical support interventions expressly authorized by the Client. In connection with the provision of the license and support, the Publisher processes the following personal data of the Client's contacts: last name, first name, email address, telephone number. The legal basis is the performance of the contract. Data is retained for the duration of the contract and twelve (12) months after its termination. Data subjects have the right of access, rectification, erasure, portability, restriction, and objection by contacting: dpo@delta-qa.com.
Article 7 — Intellectual Property
The Delta-QA Software, its source code, object code, algorithms, graphical interface, documentation, trademarks, and logos are and remain the exclusive property of the Publisher, protected by the Code de la propriété intellectuelle and international conventions. The license granted does not entail any transfer of intellectual property. In the event of the Publisher's permanent cessation of activity or permanent discontinuation of Software maintenance, the Client retains the right to use the last delivered version of the Software for the remaining term of their license.
Article 8 — Confidentiality
Each party undertakes to keep strictly confidential all technical, commercial, or financial information disclosed by the other party in connection with the contract. The Client undertakes in particular not to disclose the source code, algorithms, or technical methods of the Software to which they may have access. This confidentiality obligation does not apply to information already in the public domain, that becomes public through no fault of the receiving party, that was legitimately known prior to its disclosure, or that is required to be disclosed by law. This obligation applies for the entire duration of the contract and for five (5) years after its termination.
Article 9 — Limitation of Warranty
The Publisher warrants that the Software conforms to the specifications described in the technical documentation for a period of ninety (90) days from delivery (the "Warranty Period"). During this period, the Publisher shall correct any proven non-conformity at its own expense. After the Warranty Period, the Publisher is bound by an obligation of best efforts (obligation de moyens) in relation to corrective maintenance.
Article 10 — Limitation of Liability
The Publisher shall not be held liable for indirect damages, including but not limited to: loss of data, loss of revenue, loss of customers, damage to reputation, commercial or financial loss. In any event, the total liability of the Publisher under these Terms, for all causes combined, is limited to the total amount actually paid by the Client during the twelve (12) months preceding the event giving rise to the claim. The Publisher shall not be held liable for damages resulting from use of the Software that does not comply with the documentation or these Terms.
Article 11 — Pricing and Payment
The license and maintenance fees are those stated in the purchase order or quotation signed by the Client. Prices are expressed in euros, exclusive of taxes. Applicable VAT is added at the prevailing rate. Invoices are payable within thirty (30) days from the invoice date by bank transfer. In the event of late payment, late payment penalties at three times the statutory interest rate shall apply automatically, together with a fixed recovery indemnity of €40 in accordance with articles L.441-10 and D.441-5 of the Code de commerce.
Article 12 — Term, Termination, and Reversibility
The contract is concluded for an initial term of twelve (12) months from the delivery date of the Software, with automatic renewal for successive periods of twelve (12) months. Either party may terminate the contract at the end of the current term by notifying the other party by registered letter with acknowledgment of receipt, with three (3) months' notice prior to the renewal date. In the event of a material breach by either party of its obligations, the other party may terminate the contract as of right thirty (30) days after sending a formal notice (mise en demeure) that has remained unanswered. Upon contract termination, the Client undertakes to uninstall the Software from their infrastructure and destroy all copies in their possession. The Publisher provides the Client with reasonable assistance for migration to an alternative solution.
Article 13 — Force Majeure
Neither party shall be held liable for any failure to perform its contractual obligations resulting from a force majeure event as defined by article 1218 of the Code civil, including but not limited to: natural disasters, pandemics, wars, acts of terrorism, strikes, power grid or telecommunications failures, cyberattacks, governmental or regulatory decisions. The party invoking force majeure must notify the other party within five (5) days and take all reasonable measures to mitigate its effects. If the force majeure event continues for more than ninety (90) days, either party may terminate the contract without indemnity.
Article 14 — Governing Law and Jurisdiction
These Terms are governed by French law. The Publisher reserves the right to modify these Terms. Any material modification shall be notified to the Client by email at least thirty (30) days before it takes effect. If the Client does not accept the modifications, they may terminate the contract without penalty within this period. In the event of a dispute, the parties undertake to seek an amicable resolution within thirty (30) days. Failing amicable agreement, the dispute shall be submitted to the exclusive jurisdiction of the Tribunal de Commerce de Pontoise, notwithstanding multiple defendants or third-party claims. For any questions: contact@delta-qa.com. Data protection: dpo@delta-qa.com. LAYA CONSEIL — SARL with share capital of 1 € — SIREN 824 031 082 — Registered office: 5 D Rue des Plants Verts, 95000 Cergy.