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Atsora Solutions

General Terms and Conditions of Sale

Version 1.0 dated July 3, 2025

I. Scope of Application

1.1.  These general terms and conditions of sale (the “General Terms and Conditions”) set forth the rights and obligations of Atsora Solutions SARL (“Atsora”) and its client (the “Client”) in connection with the Client’s purchase of Atsora’s services for the monitoring of their machine data (Atsora Tracking, Atsora Connector, etc.).

1.2.  Any service performed by Atsora implies the Client’s unreserved acceptance of these General Terms and Conditions, except for provisions that would be contrary to special terms and conditions negotiated directly with Atsora and expressly agreed between Atsora and the Client.

1.3.  Atsora reserves the right to amend the General Terms and Conditions at any time. Any new version of the General Terms and Conditions shall become applicable on the first day of the subscription month starting after its notification to the Client, with the previous version remaining applicable in the meantime. The Client's refusal of the new version of the General Terms and Conditions shall entitle Atsora to terminate the commercial relationship.

1.4.  The General Terms and Conditions shall prevail over all other terms and conditions, except for those which have been negotiated between the parties and expressly accepted by Atsora.

The General Terms and Conditions shall apply whether the commercial relationship with the Client is managed directly by Atsora or through one of its agents or distributors.

If any provision of these general terms and conditions is declared null and void pursuant to any applicable regulation or law, or by a final decision of a competent court, such provision shall be deemed unwritten and shall in no event result in the invalidity of the other provisions of these terms and conditions.

The fact that Atsora does not invoke, at any given time, any provision of these general terms and conditions and/or any breach by the Client of any of its contractual obligations shall not be construed as a waiver by Atsora of its right to subsequently invoke any of said clauses or contractual obligations.

II. Definitions.    

 “Anonymization” means the process by which Atsora removes from the data (i) the client's name and any information enabling identification, and (ii) the personal data described in section 7.3 below.

“Atsora” means Atsora Solutions SARL, a company governed by French law with its registered office at 26 rue du Canal 68500 Guebwiller, which markets services for machine data monitoring.

“Client” means the client who purchases Atsora’s services for the purpose of monitoring the data of its own machines.

“Machine data” means any data collected from the Client’s machine and processed by the Software.

“Software” means the solution(s) developed by Atsora and selected by the Client.

III. Service offers and applicable prices

3.1. Quotation for new clients.  Prior to engagement, Atsora shall provide any new client with a quotation including a price offer covering the installation and provision of Atsora’s services.

The installation shall be carried out by Atsora, or by one of its partners or resellers. It shall be configured for the number of machines specified by the Client, and shall take into account the options relevant to the Client.

Atsora's offers are valid for a period of 30 days. Once this period has expired, Atsora may amend the offer already made, renew it, or withdraw it.

3.2. Acceptance and delivery of new installations.  Following any acceptance of a quotation, Atsora shall indicate as precisely as possible the timeframes for the installation and implementation of the service. These timeframes shall start from the acceptance of the offer.

The installation shall be carried out by Atsora for the number of machines selected by the Client and in accordance with the options provided for in the contract.

Atsora shall start providing the service described in the offer only if the Client has fulfilled all its obligations towards Atsora.

3.3.  Subscription for services provided by Atsora.

3.3.1.  Atsora's services are provided on a subscription basis, which includes:

  • A license for the Software;
  • Updates to the solutions;
  • After-sales service provided by Atsora to ensure the proper functioning of the Software, under the conditions set out below in section 5.2.2.  

3.3.2.  The subscription price is primarily calculated based on the number of machines on which the Software is installed, and secondarily based on the number of sites where these machines are located. Subscription prices are subject to revision. In such case, Atsora shall notify the Client of the new price at least three months prior to the expiration date of the applicable period. The new price shall enter into force at the end of the applicable period, unless terminated by the Client under the conditions set forth in section 3.3.3.

3.3.3.  The contract entered into between Atsora and the Client specifies the subscription duration (monthly, quarterly, annual, multi-annual or other). Subscriptions are renewed by tacit agreement for the same duration, unless either party gives notice of termination. Notice must be sent either by registered letter with (acknowledgment of receipt), or by email, at least three months before the current term expires. Email termination is valid only upon Atsora’s confirmation.

The Client may also terminate the commercial relationship with one month's notice, notified either by registered letter (with acknowledgment of receipt) or by email subject to a response from Atsora. Should the Client terminate the commercial relationship during the subscription period, the Client shall be required to pay the remaining balance of the current subscription fee.

3.4. Interruption of the subscription.  In the event of interruption of the subscription by Atsora, resulting in particular from an express request or a payment default on the part of the Client, Atsora may restore the interrupted services if the Client has paid the amounts due for the entire duration of the subscription, including during the periods of interruption. The restoration of Atsora's services may furthermore entail additional fees, which the Client must pay prior to the resumption of the services provided by Atsora.

3.5. Quotation for custom developments.  Atsora also offers custom developments. These custom developments shall be subject to a quotation from Atsora, under the same terms as those specified above in section 3.1.

IV. Payment terms

4.1. Invoicing. Atsora shall issue an invoice for any payment request, by sending it via e-mail to the contact point identified by the Client.

4.2. Payment Deadline. The Client shall pay each invoice within the period specified therein, which is, in principle, a period of 30 days.

4.3. Late Payment. If the Client fails to pay in full or in part, Atsora may suspend the service. As set forth in section 3.4., such suspension does not relieve the Client of the obligation to pay the amounts due, and subscription fees will continue to accrue until termination of the contract.

Furthermore, in the event of total or partial non-payment, the Client shall pay Atsora a late payment penalty equal to three times the legal interest rate. The applicable legal interest rate is that in force on the due date of the payment. This penalty is calculated on the total amount including taxes of the outstanding sum, and shall accrue from the due date of the price without any prior formal notice being required.

4.4. Collection costs. In addition to late payment penalties, any amount (including the deposit) not paid by its due date shall automatically give rise to the payment of a fixed indemnity of 40 euros owed as collection costs (Article D. 441-5 of the French Commercial Code).

4.5. Termination clause. If, within 15 days following the implementation of the “Late payment” clause, the Client has not settled the outstanding amounts, the Contract shall be automatically terminated by simple notification from Atsora, and may give rise to the allocation of damages in favor of Atsora, without prejudice to the application of the provisions set forth in section 3.3.3.

V. Warranties

5.1. Client's undertakings.

5.1.1. The Client undertakes to:

  • provide Atsora with all information required to enable the Software to operate on its machines. This information must be complete, accurate, and up to date;
  • ensure that its hardware, servers, and network configuration comply with the guidelines provided by Atsora;
  • subscribe, if deemed necessary by Atsora, with the machine manufacturer or its reseller to the required connectivity options in order to collect Machine Data;
  • provide Atsora, or the Atsora partner/reseller identified in the special conditions, with remote access via VPN or any other software enabling remote administration of the servers. This access must allow Atsora to remotely monitor the proper functioning of the Software, to carry out updates, and, if necessary, to intervene to resolve issues;
  • use the Software in accordance with the applicable legal and regulatory requirements, in accordance with these General Terms and Conditions, and in accordance with the special conditions that may have been concluded between it and Atsora;
  • accept all Software updates decided by Atsora;
  • provide Atsora with all information that Atsora deems necessary, in particular for the correction of anomalies in the operation of the Software, it being specified that the Client is solely responsible for the accuracy and completeness of the data it provides.  

5.1.2. The Client authorizes Atsora:

  • to make any modifications that Atsora deems necessary to the servers made available in order to ensure the proper functioning of the Software;
  • to access the data monitored by the Software under the conditions specified in section 7.2.
  • to display its name and logo in its commercial references communicated to the public, on any medium, unless expressly refused at the time of signing the quotation.

5.1.3. The Client warrants that it is authorized to monitor the data for which it uses the Software, and that the monitoring carried out using the Software complies with the applicable regulations and the contracts entered into with its clients and partners.

5.2. Atsora's undertakings.

5.2.1. Atsora undertakes to:

  • continue the development of the Software in order to attempt to resolve any anomalies that may be encountered in its use;
  • inform the Client as soon as possible of any major modification to its solution, or of any change in its technical guidelines that requires a modification of the Client's behavior;
  • assist the Client, to the extent possible, in the event of difficulties encountered by the latter in the use of the Software, it being specified that Atsora cannot provide 24/7 support.

5.2.2. Atsora shall not provide maintenance services, and its liability shall not be incurred, in the following cases:

  • if the Client refuses to cooperate with Atsora to resolve anomalies, or to respond to requests for information transmitted by Atsora;
  • if the Client refuses to update its own equipment so as to make it compatible with the technical documentation provided by Atsora;
  • if the Client uses Atsora's solutions in a manner that does not comply with the technical guidelines provided by Atsora;
  • if the Client fails to comply with its obligations under these General Terms and Conditions.  

5.2.3. Atsora warrants that it holds all intellectual property rights necessary for the commercialization of the Software.

VI. Limitations of liability

Atsora is subject only to an obligation of means. In all cases, Atsora's liability is limited to material damages caused directly to the Client when such damages result from errors attributable to Atsora. Atsora shall not be held liable for intangible or indirect damages such as loss of business, loss of profits, loss of opportunity, commercial prejudice, damage to image, or theoretical losses.

IN ANY EVENT, TO THE FULLEST EXTENT PERMITTED BY LAW, ATSORA'S LIABILITY SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE CLIENT DURING THE LAST 12 MONTHS OF CONTRACT PERFORMANCE. BY EXPRESS AGREEMENT, ANY ACTION FOR LIABILITY OR WARRANTY AGAINST ATSORA MUST BE BROUGHT WITHIN ONE YEAR FOLLOWING THE DATE OF OCCURRENCE OF THE DISPUTED EVENT.

VII. Intellectual property, data protection and confidentiality

7.1 Intellectual Property. All intellectual property rights and all know-how incorporated into Atsora's services shall remain, within the framework of the relationship between Atsora and the Client, the exclusive property of Atsora. Atsora is also the owner of all technical documentation provided for the proper functioning of the Software and its services.

For those elements of the Software of which Atsora is not the owner, Atsora warrants that it holds the necessary authorizations to use them. Certain parts of the Software are distributed under a copyleft license, in particular the GNU General Public License (GPL) or the GNU Lesser General Public License (LGPL), which, under certain conditions, grant the Client the right to access the source code. In accordance with these licenses, when such a right of access is applicable, Atsora undertakes to provide the relevant source code upon the Client's request within 30 days of such request.

7.2 Use of machine data. The Client authorizes Atsora to use, free of charge, its machine data, machining programs, and configuration parameters for the improvement of Atsora's services, and in particular for the development of artificial intelligence solutions.

The Client authorizes Atsora to transmit, after Anonymization, the machine data and configuration parameters to third-party organizations for research and development programs, in particular to university laboratories partnering with Atsora, and to freelance developers working with Atsora.

The Client authorizes Atsora to publish, after Anonymization, the machine data, machining programs, and configuration parameters for publications of a scientific or commercial nature.

7.3 Personal Data. Within the scope of its client management and after-sales services, as well as for the purpose of creating and managing personal access accounts to its services, Atsora processes a limited amount of personal data relating to certain representatives, employees, or agents of the Client (such as their name, address, telephone number, or email address). The legal basis for such processing is the performance of the contract binding Atsora to the Client.

Atsora undertakes to comply with all regulations applicable to the processing of such personal data, and in particular:

  • Regulation (EU) No 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
  • French Law No 78-17 of 6 January 1978 on Information Technology, Data Files and Civil Liberties;
  • The guidelines and recommendations of the French Data Protection Authority (Commission nationale de l’informatique et des libertés).  

The data thus collected shall be retained for the entire duration of the contractual relationship between the parties, as well as for a period of 5 years from the date of the Client's last activity.

The data is then archived for an additional period for limited reasons permitted by law (such as payment, warranty, or disputes). Upon expiry of this period, the collected data shall be automatically deleted.

The data collected by Atsora is not subject to any transfer outside the European Union.

In particular, Atsora undertakes to process only the personal data of representatives or employees of the Client who have given their explicit consent. The natural persons concerned have, with respect to such data, rights of access, rectification, erasure and objection, a right to withdraw their consent, a right to restriction of processing, a right to object on legitimate grounds to the processing of data, a right to data portability, a right to issue advance post-mortem directives, by sending Atsora an email at the following address: rgpd@atsora.io, accompanied by a copy of their identity document.

They also have the right to lodge a complaint with the Commission nationale de l'informatique et des libertés (CNIL), the French data protection authority (www.cnil.fr).

VIII. Force majeure

Atsora's liability may not be incurred if the non-performance or delay in the performance of any of its obligations described in these general terms and conditions results from an event of force majeure. In this respect, force majeure shall mean any external, unforeseeable, and irresistible event within the meaning of Article 1218 of the French Civil Code.

The following events shall in particular be deemed to constitute force majeure: breakdowns of telecommunications networks, interruption of the VPN service or remote connection service, unavailability of servers, blocking or hacking of computer networks.

IX. Miscellaneous

9.1. Governing Law and Dispute Resolution. Any dispute relating to the interpretation and performance of these general terms and conditions shall be governed by French law. Failing an amicable resolution, the dispute shall be brought before the Judicial Court of Colmar (commercial chamber).

9.2. Language. Only the French version of these General Terms and Conditions shall be deemed authentic by Atsora and the Client, to the exclusion of any translation that may have been made by either party.

9.3. Termination of the application of the General Terms and Conditions. Clauses 4.2 to 4.4, 5.1.2, 5.1.3, VI, 7.2 and 7.3 of these General Terms and Conditions shall survive the termination of the commercial relationship between the parties, regardless of its nature or cause.

Executed at Guebwiller, on July 3, 2025