Terms and Conditions of sale

Terms and Conditions of Sale and Service, NEXTCUBE.IO | Ohmycad

These General Terms and Conditions of Sale and Service (GTC) apply to all orders placed with NextCube.IO.

Article 1. DEFINITIONS

“Administrator(s)” refers to individuals with administrative rights to the Dassault Systèmes tools used via NextCube.IO.

“Support” means the support services provided to the Customer under this Agreement, as described in Article 4.

“Contract” refers to this document and any subsequent amendments thereto, to the exclusion of any other document, including, but not limited to, the Customer’s general terms and conditions of purchase.

“Software Services” refers to the tool(s), software package(s), or SaaS solution(s) developed by third-party vendors and marketed by NextCube.IO.

“Service(s)” refers to the service(s) and offering(s) provided by NextCube.IO to the Customer, as described in the sales proposal or quote issued by NextCube.IO. More specifically, the Services may involve the provision of software services published by Dassault Systèmes, or related supplementary services such as installation or onboarding support, as applicable.

“User(s)” refers to the Client's individuals, employees, or agents.

Article 2. SCOPE AND PURPOSE

Any order accepted by NextCube.IO, SAS, registered with the Paris Trade and Companies Register under number 880 208 533, with its principal place of business at 6 rue de la Boule Rouge, 75009 Paris, hereinafter referred to as “NextCube.IO,” is final and implies the Customer’s unconditional acceptance of these General Terms and Conditions, regardless of any other provisions contained in documents provided by the Customer. The Customer’s General Terms and Conditions of Purchase do not apply.

The purpose of this Agreement is to define the terms under which NextCube.IO provides the Customer, through its supplier Dassault Systèmes, with subscriptions to Dassault Systèmes services and, where applicable, its own services (installation, configuration, training, etc.).

Article 3. TERM

This Agreement shall take effect on the date the Customer accepts the quote issued by NextCube.IO, for a term specified in the quote. Each Service ordered may be subject to its own term, which is specified in the quote.

Upon expiration of this term, the Contract shall be automatically renewed for successive periods of the same duration, unless terminated by either party via email (orders@ohmycad.com with confirmation of receipt) or by certified letter with return receipt, at any time, provided that a 15-day notice period is observed prior to the subscription end date. In the event of termination by the Customer, the Customer assumes full responsibility for the consequences of the termination of the Agreement, particularly with regard to the continuity of its internal operations.

This contract is governed by the same terms and conditions as those imposed by Dassault Systèmes in the contract for the ordered product(s): https://www.3ds.com/terms/lpt/.

NextCube.IO may, at any time during the term of the Agreement and subject to one month’s notice, notify the Customer in writing of the removal of a Software product from the Services catalog and, consequently, of the termination of service provision for the Software product in question. Such events shall not result in the termination of other Services currently provided to the Customer.

Article 4. SERVICES

4.1. Services Provided by NextCube.IO

The Customer represents that, prior to the execution of this Agreement, it was able to verify that the Services offered by NextCube.IO meet its expectations. Any services not expressly provided for in this Agreement are excluded from its scope and must be the subject of a separate agreement. These services are provided exclusively remotely, with joint access to administrator workstations if the Customer’s infrastructure permits.

NextCube.IO provides Administrators with telephone or video support for Dassault Systèmes solutions. As such, NextCube.IO strives to remotely resolve issues and questions relating exclusively to the Software Services ordered under this Agreement, which are submitted to it by Administrators.

Customer Support is available Monday through Friday from 9:00 a.m. to 6:00 p.m., except on holidays, by sending an email to support@ohmycad.com and/or by calling support at +33 1 89 71 33 15.

Incidents and issues are handled by NextCube.IO Support. If they cannot be resolved by the Support Team, an escalation process with the software vendor is initiated. Software vendors have their own support procedures. NextCube.IO is in no way responsible for any operational issues with the software itself.

The Customer selects the Software Services at its own risk. The Customer represents that it has been able to freely verify, in particular through demonstrations and trials prior to the conclusion of the Agreement, that the Software Services meet its needs and that it has the necessary IT environment to use them. The Customer may not file any claim or request a refund on the grounds that one or more Software Services do not meet its expectations, nor in the event of termination or cancellation, for any reason whatsoever, of the subscription purchased from the publisher(s). The Services are provided by NextCube.IO exclusively for the Software Services subscribed to under this Agreement.

4.2. Customer Obligations

The Customer agrees to actively cooperate, whenever necessary, in the performance of the Services entrusted to NextCube.IO, in particular by clearly defining its needs. The Client agrees to provide NextCube.IO with all information necessary for the performance of the Services and to notify NextCube.IO of any difficulties of which it becomes aware as the Services are being performed.

To this end, the Client agrees to designate, from among its staff, one or more points of contact who possess the necessary skills to ensure effective collaboration throughout the term of the Contract. In particular, the Client agrees to define its needs precisely, comprehensively, and in writing.

Article 5. INTELLECTUAL PROPERTY

This Agreement does not entail the transfer or assignment of any intellectual property rights between the Customer and NextCube.IO. The software covered by the Software Services is and remains the property of their respective software vendors. The Customer guarantees that Users will respect the intellectual property rights of said software vendors and releases NextCube.IO from any liability in this regard.

5.1. Installation

Unless otherwise expressly stated, the price of the Software provided by NextCube.IO does not include the cost of services required for its installation, setup, or configuration, nor does it include the cost of user training.

5.2. Right of Use

Software published by third parties and distributed by NextCube.IO is provided under non-exclusive, non-assignable, and non-transferable user licenses. It remains the property of its respective software vendors. The terms and conditions of the user licenses are defined by the respective software vendors and apply to the Customer.

The Customer agrees to comply with these terms and not to infringe upon the intellectual property rights of the software vendors. In particular, the Customer agrees not to reproduce the Software or the associated documentation, unless otherwise specified or provided for in specific license agreements, and not to exceed the limitations set forth in the publisher’s license and/or in the order. The Customer also guarantees that its users will comply with the license terms defined by the Software publisher.

The Customer agrees to use the Software only within the geographic territory granted to it under the terms of the license, in accordance with the Software’s documentation, and solely for the purposes of its business. The Customer shall not make the Software available to third parties in any form whatsoever, nor shall the Customer allow the Software to be operated as an application hosted by a third party. The Customer shall not decompile or attempt to decompile the Software, or remove any references to the publisher’s trademarks or ownership.

5.3. Warranties

The Software provided by NextCube.IO to the Customer is freely chosen by the Customer. The Customer represents that they are aware of the Software’s features and technical requirements for use. The Customer acknowledges that the Software provided by NextCube.IO consists of “software packages,” that is, standard software designed to meet the needs of the broadest possible range of customers. It is therefore the Customer’s responsibility to:

(i) to ensure, prior to placing an order and under its own responsibility, that the software meets its specific needs by reviewing the software documentation and requesting any additional clarification from NextCube.IO;

(ii) to adapt its organization and processes to the Software, as necessary.

Consequently, no returns or exchanges will be accepted. NextCube.IO does not guarantee, under any circumstances, that the Software provided will meet the Customer’s needs or that it will be compatible with other components of the Customer’s computer system. Software published by third parties is provided with no warranty other than those granted by the publisher in accordance with the terms of the license subscribed to by the Customer.

Article 6. FINANCIAL TERMS

The prices charged to the Customer and the payment terms are set forth in a detailed estimate included in a commercial proposal. Prices are listed exclusive of tax and are subject to the applicable VAT rate at the time of billing.

The Customer agrees to pay (monthly, quarterly, or annually, depending on the plan) via direct debit (SEPA mandate or credit card charge) the total amount for the Dassault Systèmes subscriptions used through NextCube.IO.

In the event of non-payment, even partial, of an invoice by its due date, NextCube.IO reserves the right to suspend all services until full payment of the amounts due is received, without refund or compensation, and without such suspension being considered a termination of the Contract. In the event of a failed direct debit, a lump-sum penalty in the amount provided for in Article D. 441-5 of the Commercial Code will be charged. Any amounts not paid by the due date shall accrue interest, without prior formal notice, at a rate equal to three times the statutory interest rate, plus five percentage points, effective upon receipt of a formal notice of default.

Unless otherwise specified in the initial quote, any discounts are valid only for the duration of the initial contract. Specifically for startup offers, renewals continue at the 3DEXPERIENCE SOLIDWORKS STANDARD level in years 2 and 3 of the program.

Without prejudice to other available remedies, any delay in payment of an invoice that remains outstanding after a formal notice to pay has gone unheeded shall render all amounts due under the Contract immediately payable.

In the event of termination or cancellation, in whole or in part, of the contractual relationship due to the Customer’s fault, the amounts received by NextCube.IO shall be retained by NextCube.IO, without prejudice to any damages that may be awarded to compensate for the loss suffered.

NextCube.IO reserves the right to modify, at any time, the prices and specifications of the hardware, software, and services it provides. Under no circumstances may the Customer claim entitlement to more favorable prices granted to the Customer or to a third party in connection with a previous order.

The Customer’s obligation to pay the amounts due under the Contract is firm and irrevocable. The Customer must notify NextCube.IO in writing of any dispute regarding an invoice and provide a reason for such dispute prior to the invoice’s due date and, notwithstanding Article 1223 of the Civil Code, may not unilaterally decide to reduce the amounts stated therein in any way.

For Software Services, NextCube.IO may increase prices in line with price increases by the software publisher, based on the recommended retail prices or in accordance with the applicable license agreements.

For other recurring Services, unless otherwise agreed, NextCube.IO may increase prices on the anniversary date of the Contract, in accordance with the following indexation formula:

P = P* × (S / S*)

, P = the new price after adjustment
, P* = the price before adjustment
, S = the most recent Syntec index published as of the review date
, S* = the most recent Syntec index published as of the date of the previous adjustment (for the first adjustment, S* = the most recent index published during the month in which the Contract was signed)

Unless NextCube.IO has expressly agreed in advance and in writing, the Customer may not validly offset any late payment penalties.

Article 7. ACCESS AND TELECOMMUNICATIONS

It is the Customer’s sole responsibility to purchase the equipment and subscribe to the telecommunications services necessary to use the Services.

Article 8. LIABILITY

NextCube.IO is subject to a general obligation of means. By express agreement, NextCube.IO is not liable for indirect damages such as business losses, loss of customers, loss of profits, increased expenses, damage to reputation, non-material damage, or loss of data, files, or software, that may result for the Customer from the performance or non-performance of the Contract. Any action brought against the Customer by a third party shall be deemed to constitute indirect damages.

In any event, if NextCube.IO were nevertheless held liable, the amount of damages shall not exceed, for all losses combined, the amounts actually received by NextCube.IO in connection with the performance of this Agreement during the month in which the event giving rise to liability occurred. It is expressly agreed that this section shall survive the termination or cancellation of the Agreement for any reason whatsoever.

Article 9. TERMINATION

The Agreement may be terminated automatically in the event of the Customer’s failure to comply with any of its obligations, including, but not limited to, failure to pay all or part of the amounts owed to NextCube.IO. Such termination shall take effect upon notification by NextCube.IO via certified mail with return receipt requested, without prior formal notice.

Any amounts paid in advance by the Customer shall be retained by NextCube.IO as penalties, without prejudice to NextCube.IO’s right to seek legal redress for the full amount of damages caused by the Customer’s breach.

Article 10. ASSIGNMENT OF THE CONTRACT

The Customer shall not assign this Agreement to a third party. NextCube.IO may, at its discretion and without any formalities other than notifying the Customer by certified letter with acknowledgment of receipt, assign this Agreement to any third party of its choice, provided that such third party undertakes to fulfill the obligations incumbent upon NextCube.IO.

Article 11. CONFIDENTIALITY, PERSONAL DATA

11.1. Confidentiality

All documents and information of any kind to which the parties have access in connection with the fulfillment of the order shall be considered strictly confidential. NextCube.IO agrees not to disclose to any third party, directly or indirectly, all or part of the information provided to it by the Client or of which it becomes aware in the course of performing its services.

This prohibition will not apply to any subcontractors of NextCube.IO who require the necessary information to perform their services and who are bound by equivalent confidentiality obligations.

Furthermore, NextCube.IO does not have access to any personal or confidential data stored or processed by the Customer in connection with the Services. It is the Customer’s responsibility to take all necessary precautions to mask such data during support operations involving screen sharing or remote access.

11.2. Personal Data

In connection with the performance of contractual relationships, NextCube.IO collects and processes, on its own behalf, personal data (as defined in Article 4.1 of the GDPR No. 2016/679) concerning the Customer, its employees, and/or officers, in order to manage the contractual relationship (hereinafter the “Personal Data”).

NextCube.IO, in its capacity as data controller, is required to establish and manage one or more Personal Data processing operations for the purposes of customer relationship management (contract management, order management, delivery management, invoice management, and accounting) and, more generally, managing the operations that enable it to communicate with the Customer. This processing is based on NextCube.IO’s legitimate interest, to the extent that it is necessary for the proper performance of the contractual relationship and compliance with its legal obligations. Personal Data will be retained for the duration of the contractual relationship and for the applicable statute of limitations period.

In accordance with applicable regulations, the Customer and/or its employees and officers have the right to access, correct, and delete Personal Data concerning them, the right to restrict processing, as well as the right to object and to provide instructions regarding the use of such data in the event of death. To exercise these rights, the Customer may submit a request by mail to NextCube.IO, 6 rue de la Boule Rouge, 75009 Paris.

The Customer agrees to comply with the provisions of the regulations governing the processing of personal data and to complete the necessary formalities prior to carrying out any processing for which it is responsible. NextCube.IO shall in no event be held liable for any breach by the Customer of its obligations.

When NextCube.IO processes Personal Data on behalf of the Customer as part of the support service provided under the Agreement, it acts as a Data Processor and the Customer acts as a Data Controller.

The Personal Data processed in this context consists of identification data (last name, first name, work email address, job title, work phone number). The categories of data subjects are the Client’s personnel (employees or contractors). The processing is carried out for the duration of the Contract.

NextCube.IO is committed to acting in accordance with the Client’s documented instructions, including with respect to the transfer of Personal Data outside the EU. The Customer’s instructions must be lawful and compliant with regulations; the Customer is solely responsible for the accuracy, quality, and lawfulness of the Personal Data.

If NextCube.IO determines that an instruction from the Customer constitutes a violation of the GDPR or any other data protection provision, it will notify the Customer as soon as possible; however, such notice does not constitute legal advice. NextCube.IO is entitled to suspend the execution of such an instruction until the Client confirms or modifies it.

NextCube.IO is committed to:

a. Ensure the confidentiality of the Personal Data processed on behalf of the Client;

b. Not to use the Personal Data collected in its capacity as a Processor for any purposes other than those set forth in this Agreement, unless expressly authorized by Article 28(3)(a) of the GDPR;

c. Implement appropriate and reasonable technical measures to ensure the protection of Personal Data processed on behalf of the Client, including: ensuring the confidentiality, integrity, availability, and resilience of the processing systems; restore data availability in the event of a physical or technical incident; regularly test and evaluate the effectiveness of security measures;

d. Limit access to Personal Data to those employees and subsequent processors who need it to provide the services;

e. Notify the Client, as soon as possible after becoming aware of it, of any personal data breach, provide all relevant information, and take all reasonable measures to remedy the situation;

f. Assist the Client, to the extent possible, in handling requests submitted by Data Subjects in the exercise of their rights;

g. Cooperate with the relevant data protection authorities.

When NextCube.IO engages another processor for specific processing activities, the same data protection obligations apply to that processor, for whom NextCube.IO remains responsible. The Customer authorizes NextCube.IO to engage one or more subsequent processors. NextCube.IO agrees to notify the Customer in writing of any changes regarding the addition or replacement of processors. The Customer may object, for justified and legitimate reasons, to the use of a new processor by notifying NextCube.IO via email within ten (10) days of receiving the notification.

Any transfers of Personal Data by NextCube.IO outside the European Union to a country that does not provide an adequate level of protection will be governed by an alternative mechanism approved by the European authorities.

The Customer may verify, no more than once a year, NextCube.IO’s compliance with all obligations under this agreement, or appoint an auditor of its choice for this purpose, provided that the auditor is not a competitor of NextCube.IO. This audit must be conducted during normal business hours, without interfering with NextCube.IO’s business operations, and with appropriate advance notice. The Customer shall bear its own expenses in connection with this audit.

NextCube.IO will comply with the Customer’s instructions regarding the retention of Personal Data and agrees, at the Customer’s discretion and upon request, to destroy or return all Data, including copies, within the agreed-upon timeframe, unless retention is required by law.

NextCube.IO has appointed a Data Protection Officer (DPO): Victor Roux, vroux@ohmycad.com

Article 12. NON-SOLICITATION OF EMPLOYEES

Unless NextCube.IO has given its prior written consent, the Customer shall not hire or employ, directly or indirectly through a third party, any employee of NextCube.IO. This prohibition shall remain in effect for the entire duration of the contractual relationship and for a period of three years following its termination. In the event of a breach, the Customer shall pay NextCube.IO compensation equal to one year’s salary of the employee in question, including social security contributions.

Article 13. FORCE MAJEURE

In the event of a force majeure, the parties’ obligations shall be suspended. In addition to events generally considered to constitute force majeure under case law, any event beyond the parties’ control that makes it impossible to perform the Services shall constitute a force majeure event, including, but not limited to, public transportation strikes or labor disputes occurring either within or outside the parties’ organizations.

Article 14. COMPLIANCE

The Parties declare that they have not been subject to any international sanctions, nor have they been found guilty of, or pleaded guilty to, any crime or offense involving fraud or corruption by a local authority or a public international organization.

Article 15. GOVERNING LAW AND JURISDICTION

This Agreement is governed by French law.

THE PARTIES AGREE TO SUBMIT TO THE JURISDICTION OF THE PARIS COMMERCIAL COURT, WHICH SHALL HAVE EXCLUSIVE JURISDICTION, EVEN IN THE EVENT OF MULTIPLE DEFENDANTS, INCLUDING THIRD-PARTY JOINDER OR SUMMARY PROCEEDINGS, FOR ANY DISPUTE RELATING TO THE VALIDITY, INTERPRETATION, OR PERFORMANCE OF THIS AGREEMENT. FURTHERMORE, ANY CLAIM AGAINST NEXTCUBE.IO UNDER THIS AGREEMENT SHALL BE BARRED ONE YEAR FROM THE DATE OF THE EVENT GIVING RISE TO SUCH CLAIM.

NEXTCUBE.IO | Ohmycad, 6 rue de la Boule Rouge, 75009 Paris, +33 1 89 71 33 15