.svg)
Terms and Conditions of Sale
Last updated: September 2025
1. Purpose – Scope
These Terms and Conditions of Sale (“T&Cs”) govern the provision by Viatera SAS (“Viatera”) of advisory services, methods, diagnostics, content and support (the “Services”) exclusively to business customers (the “Client”).
Placing any order constitutes unconditional acceptance of these T&Cs. Viatera does not contract with consumers within the meaning of the French Consumer Code.
1 bis. Status of Viatera
Viatera acts as a strategic advisor and may act as a non-exclusive strategic intermediary. Viatera holds no power of representation and does not enter into contracts in the name or on behalf of the Client. Any supplier/partner recommendation is a professional opinion; the Client remains sole decision-maker.
2. Contractual Documents – Order of Precedence
Unless otherwise agreed in writing, the contractual set, in descending order of precedence, is:
(i) the signed Purchase Order/Quote (and its appendices), (ii) where applicable, the Special Conditions, (iii) these T&Cs, (iv) the Privacy Policy and any compliance appendix (security, DPA), (v) the Commercial Proposal. In case of conflict, the higher-ranking document prevails.
3. Quotes – Orders – Effective Date
Viatera’s offers are valid for 30 days unless stated otherwise. An order becomes binding upon signature (electronic or handwritten) of the Quote/Purchase Order and, where applicable, receipt of the deposit. Any subsequent change is subject to a change order (amendment).
4. Performance of Services – Cooperation – Acceptance
4.1. Cooperation. The Client shall cooperate in good faith and provide the information, access and approvals required.
4.2. Acceptance. Deliverables (the “Deliverables”) are deemed accepted unless the Client submits written, detailed reservations within 10 business days of delivery. In case of reservations, Viatera will implement a reasonable correction at no extra cost; beyond that, changes will be handled under a priced amendment.
4.3. Schedule. Timeframes are indicative and depend on information/access provided by the Client and, where relevant, third-party interventions.
4.4. Prerequisites & Dependencies. Performance is conditional upon the Client providing required items and, as applicable, upon punctual involvement of third parties. Delays/overruns resulting from lack of Client cooperation or third-party default/delay shall not be imputed to Viatera.
5. Term – Termination – Suspension
Unless otherwise stated, the agreement ends upon delivery of the Services.
Either Party may terminate as of right in case of material breach not cured within 15 days after written notice. Viatera may suspend performance in case of non-payment or of a serious risk affecting project safety/ethics.
Termination for convenience by the Client: possible on 30 days’ notice, subject to payment for work performed, costs incurred, and a lump-sum indemnity of 30% of the remaining Services not yet performed. This indemnity may be reduced by the court if deemed manifestly excessive (French Civil Code, art. 1231-5).
6. Prices – Taxes & Currency – Billing Methods – Expenses – Adjustment
6.0. Taxes & currency. Prices are in euros and exclusive of taxes; VAT and all applicable taxes are charged in addition.
6.1. Billing methods. Unless otherwise stated in the Purchase Order, Services are provided: (a) on a fixed-price basis (firm price for a defined scope) or (b) on a time-and-materials basis at Viatera’s current rates. The applicable method is identified in the Purchase Order. If scope or conditions change, a change order may adjust the method and/or rates.
Rate schedule & discounts. The current price schedule and any applicable discounts are communicated upon request and/or set out in the Purchase Order.
6.2. Viatera’s fees. Viatera’s fees remunerate only Viatera’s Services described in the Purchase Order. They exclude costs, royalties, licences, subscriptions, integration, hosting, support, maintenance or hardware provided by third parties (publishers, integrators, partners).
6.3. Third-party costs & disbursements. Costs invoiced by third parties (publishers/partners) are borne exclusively by the Client and, unless otherwise agreed, are invoiced directly by such third parties to the Client. Where Viatera advances disbursements on the Client’s behalf, these are re-invoiced at cost, plus any administration fee specified in the Purchase Order.
6.4. Expenses. Expenses (travel, accommodation, approved specific purchases, logistics) are reimbursed at cost against receipts, unless a fixed expense allowance is expressly agreed.
6.5. Price adjustment / indexation. Unless otherwise agreed, annual adjustment based on the Syntec index (base M-1) using the formula: P1 = P0 × (Syntec1 / Syntec0); the clause operates upwards or downwards.
7. Invoicing – Payment – Late Payment
Unless otherwise stated, monthly or milestone invoicing; payment 30 days net from invoice date by bank transfer. No early-payment discount.
Any delay automatically accrues late-payment interest at the ECB main refinancing rate (refi) + 10 points, together with the statutory €40 fixed recovery charge, without prejudice to reimbursement of additional proven recovery costs. Viatera may require a deposit or payment security.
8. Intellectual Property – Usage Rights
8.1. Background IP. Each Party retains ownership of its know-how, methods, tools, templates, code and pre-existing elements (“Background IP”).
8.2. Deliverables. Unless an express assignment is stated in the Quote, and upon full payment, Viatera grants the Client a non-exclusive, non-transferable, non-sublicensable licence, internal-use only and limited to the needs and site/project specified, to use the Deliverables. Any external reuse, distribution, reproduction, adaptation or use for other purposes requires written consent and may be subject to a royalty.
8.3. Trademarks and signs. Viatera’s trademarks, logos, names and baselines remain its exclusive property.
8.4. Reversibility. Upon request and subject to full settlement of amounts due, Viatera will provide the items reasonably necessary for the ordinary use of the Deliverables (excluding internal tools/Background IP).
8.5. Non-payment. In case of non-payment, the usage rights granted hereunder are suspended until full payment.
9. Data – Confidentiality – GDPR Compliance
9.1. Data & GDPR. Each Party acts as controller for its own processing. Viatera may act as processor for certain Client data; in such case, the Parties will execute, if needed, a data processing agreement (DPA) compliant with the GDPR. Processing via the Webflow host may involve transfers outside the EU governed by SCCs. Further details appear in Viatera’s Privacy Policy.
9.2. Confidentiality. Non-public information exchanged is confidential; each Party shall not disclose or use it for purposes other than performance of the Services, during the engagement and 5 years thereafter. Exceptions: public information, previously known, lawfully obtained from a third party not bound by confidentiality, or required by law/authority. Confidential Information includes information protected as trade secrets within the meaning of French Commercial Code article L151-1.
9.3. Security. Viatera implements reasonable organisational and technical measures to protect data and Deliverables.
9.4. Access to technical data – Licence, re-use and free-of-charge (GDPR).
The Client undertakes to (i) provide Viatera (and to have authorised partners/third parties provide, where feasible) all access reasonably necessary to technical data relating to the relevant sites (including BMS/GTB/GTC, energy meters/sensors, IoT, HVAC, PV/solar generation, histories, logs, APIs/exports and metadata), as well as relevant documents, and (ii) implement permissions and authorisations required for that purpose. The Client warrants it holds the rights and authorisations required (including, where applicable, information/consents under the GDPR) to permit such transfers.
The Client grants Viatera, free of charge, a non-exclusive, worldwide licence limited to the performance of the Services, authorising Viatera to collect, process, analyse, correlate, monitor and use the technical data supplied to perform the Services and related follow-up; this licence includes the right to entrust such operations to subprocessors under appropriate terms. The raw data supplied by the Client remains the Client’s property.
Viatera is authorised to create, from such data, aggregated and/or anonymised derivative data (“Derivative Data”) in which Viatera will hold full IP ownership; Viatera may freely exploit such Derivative Data, including for commercial purposes (e.g., benchmarks, analytics products, performance indicators, publications or B2B offerings), provided neither the Client nor any natural person can be identified and Viatera refrains from any re-identification. No royalty or share is due to the Client for such exploitation.
With regard to personal data, Viatera acts, where applicable, as the Client’s processor; processing is carried out in accordance with the GDPR, Viatera’s Privacy Policy and, if required, a DPA. No commercial exploitation is carried out on non-anonymised personal data.
Provision of technical data and the above licence are granted free of charge, without prejudice to third-party charges (APIs, exports, operators) which remain payable by the Client under Clause 6.3. At the Client’s request at the end of the Services, Viatera will return the raw data supplied (excluding Derivative Data and analyses).
10. Non-Solicitation
The Client shall not, without written consent, hire or engage directly or indirectly any Viatera staff member, during the engagement and 12 months thereafter. In case of breach, the Client shall pay Viatera a lump-sum indemnity equal to one (1) year of the staff member’s gross remuneration.
11. Subcontracting – Third-Party Partners
11.1. Subcontracting. Viatera may use subcontractors to perform the Services; Viatera remains solely liable to the Client for the proper performance of its own Services.
11.2. Independent partners/third parties. Where products or services are provided by independent partners/third parties with whom the Client contracts directly (publishers, integrators, hosts, engineering firms, etc.), Viatera is not a party to the Client’s contracts with such third parties and is not liable for their products, services, studies, deadlines, maintenance, updates, SLAs, warranties, support, or loss/damage attributable to them. The Client is solely responsible for selecting, contracting with and paying such third parties. The third parties’ terms apply directly to the Client.
11 bis. Enhanced Confidentiality – Partners, Terms and Commissions
11 bis.1. In addition to Clause 9.2, the following are Confidential Information: (i) the identity and direct contact details of partners, suppliers and financiers introduced or reactivated by Viatera, (ii) commercial terms negotiated (prices, discounts, SLAs, Schedule, modalities), (iii) any scale, rate or commission mechanism of Viatera or its partners, (iv) quotes exchanged and non-public Deliverables, as well as methods and processes of performance.
11 bis.2. The Client shall not disclose or use such information for purposes other than performance of the Services, unless authorised in writing by Viatera or required by law. At the end of the engagement, the Client shall return or destroy, upon first request, materials containing such information (subject to statutory retention duties).
11 ter. Definitions – Scope
For Clauses 11 quater and 11 quinquies:
• “Introduced Partner”: any partner/supplier/financier (and its affiliates) introduced or reactivated by Viatera and acknowledged as such by email or other writing (by the Client or the partner) for an identical or substantially similar purpose to the project;
• “Client Group”: the Client and any entity that controls, is controlled by, or is under common control with it (French Commercial Code, art. L.233-3);
• “Partner Group”: the Introduced Partner and its affiliates/distributors.
11 quater. Notification – Priority to Intervene – Protection Against Circumvention
11 quater.1. Notification. During the engagement and for 24 months from the last introduction of an Introduced Partner, the Client shall notify Viatera in advance in writing if it intends to contract with such Introduced Partner (or its Partner Group) for an identical or substantially similar purpose. Viatera then has 10 business days to either: (i) confirm its involvement as lead contact/coordinator, or (ii) authorise the Client to contract directly. If Viatera does not respond within that period, Viatera is deemed to have waived involvement for that transaction only.
11 quater.2. Non-circumvention. During the same period, the Client shall not contract directly or indirectly (including via the Client Group) with an Introduced Partner (or its Partner Group) for an identical or substantially similar purpose, without Viatera’s prior written consent.
11 quater.3. Exceptions. This clause does not apply if the Client evidences: (a) a documented pre-existing relationship for the same purpose; (b) an open public tender independent of Viatera; (c) written refusal by Viatera to be involved or no response within the above period.
11 quater.4. Commercial protection indemnity. If Clauses 11 quater.1/2 are breached, the Client shall pay Viatera an indemnity equal to 15% of the net amount (excl. VAT) of the transaction concluded in breach, minimum €7,500, capped at €100,000 per Introduced Partner, without prejudice to additional damages where a higher loss is proven. The court may reduce the penalty if excessive (French Civil Code, art. 1231-5).
11 quater.5. Amicable cure. Within 10 business days of notice of breach, the Client may cure by (i) involving Viatera as lead contact/coordinator, or (ii) paying the indemnity under Clause 11 quater.4; in such case, Viatera waives any further penalty for the same event.
11 quater.6. Discretion. Any financial arrangements that may exist between Viatera and Introduced Partners are confidential and do not create any charge for the Client; the Client shall not seek access to, request or disclose them.
11 quinquies. Financiers – Success Fee
For any financier introduced by Viatera, the Client undertakes, for 24 months from the introduction, to pay Viatera a success fee as set out in the Purchase Order; failing such stipulation, the success fee is 10% of the amounts actually raised/financed by the Client (or the Client Group) with the financier (or its Partner Group). This obligation is cumulative with Clause 11 quater.
12. References, Communications, Recording and Testimonials
12.1. General authorisation. Unless the Client objects in writing before signature, Viatera may cite the Client as a reference (name and logo) and communicate reasonably about the engagement, in compliance with these T&Cs.
12.2. Trademark licence. The Client grants Viatera a non-exclusive, worldwide, royalty-free right to use its trademarks, names, logos, site visuals and brand assets strictly for B2B reference/communication (website, presentations, bids, ESG, conferences), in accordance with the brand guidelines.
12.3. Case studies & metrics. Viatera may prepare case studies describing context, approach and, where relevant, aggregated results or orders of magnitude (without disclosing trade secrets). Upon the Client’s request, sensitive items may be anonymised.
12.4. Testimonials & quotes. The Client may provide (or authorise its representatives to provide) quotes/testimonials for Viatera’s use. The Client warrants it holds the necessary rights/authorisations (including image rights and personal data). Viatera may edit for clarity/length without distorting meaning. Any nominative identification requires documented consent (or a compatible legitimate interest where permitted).
12.5. Review process. For case studies or press materials naming the Client, Viatera will submit a draft for factual review. The Client has 5 business days to provide factual comments. Absent feedback, approval is deemed granted. Requests must be reasonable and purely factual; Viatera retains editorial control.
12.6. Press releases & co-marketing. Any joint release (press, co-branded webinar, event) requires prior mutual consent, not to be unreasonably withheld. Co-marketing costs are defined in advance and borne by the Party incurring them, unless agreed otherwise.
12.7. Social media & digital channels. Viatera may publish on its digital channels (website, newsletter, social networks, public slides) content compliant with Clauses 12.1–12.5. Official Client account tags may be used.
12.8. On-site recording – Image, premises and trademarks. Subject to the Client’s security/confidentiality rules, Viatera may access the sites to take photographs and recordings (photos, videos, audio, views of spaces/equipment/signage and visible marks), including at/with partners operating on those sites. The Client authorises Viatera, royalty-free, non-exclusively, worldwide and for the legal term of rights, to reproduce, display, distribute, adapt, crop and edit such content and to combine it with other elements, for B2B reference/communication purposes; Viatera will avoid harming the Client’s honour or reputation.
12.9. Natural persons – GDPR & image rights. Any identifiable person appearing in a recording must have given valid consent (or be covered by an appropriate legal basis). The Client undertakes to inform data subjects, facilitate consent collection (notably for employees, contractors, visitors) and, for minors, obtain the consent of parental authority holders. Where consent is withdrawn, Viatera will cease future uses and, within a reasonable time, de-reference/remove the relevant digital media; physical media already distributed are not recalled, but future prints will be updated. Upon request, Viatera may blur/anonymise non-essential items.
12.10. Third-party authorisations & IP in premises. The Client warrants it holds (and will obtain from owners/operators of the premises and visible partners) all authorisations required for the above recording/use, including for protected works (architecture/interiors, artworks, design), trademarks and signs appearing incidentally indoors. Otherwise, the Client shall identify zones/elements to exclude or blur.
12.11. Confidential areas. Viatera shall refrain from recording confidential items (documents, screens, restricted areas). The Client shall identify sensitive zones in advance; Viatera may crop/blur problematic items.
12.12. No consideration. The authorisations/licences granted herein are royalty-free, with no compensation owed to the Client or its partners, unless otherwise agreed in writing.
12.13. Warranties & indemnification. The Client indemnifies Viatera against third-party claims arising from missing authorisations under Clauses 12.9 and 12.10 and bears the financial consequences (including reasonable defence costs), without prejudice to Clause 14 (Viatera’s liability cap).
12.14. No endorsement. The presence of the Client or its partners in Viatera’s content does not constitute official endorsement or certification of Viatera’s content by the Client or its partners.
13. Warranties – Conformity – Exclusions
Viatera performs the Services in accordance with industry practice and a best-efforts obligation. Unless otherwise agreed, the Deliverables are provided “as is”; any adaptation, update, maintenance or new use requires an amendment. Viatera does not warrant achievement of a specific outcome nor conformity to objectives not expressly agreed.
14. Liability – Cap
Viatera’s liability is limited to proven direct losses, excluding any indirect loss (loss of business, opportunity, reputation, data, etc.). In aggregate, all causes combined, liability is capped at the net amount (excl. VAT) actually paid by the Client to Viatera for the twelve (12) months preceding the triggering event. Exclusions/caps do not apply to bodily injury, wilful misconduct or gross negligence, nor to proven IP or confidentiality breaches attributable to Viatera.
15. Force Majeure
No Party is liable for failure due to an event of force majeure within the meaning of Article 1218 of the French Civil Code (e.g., major network outage, natural disasters, acts of government, external industrial action, large-scale cyber-attack). Performance is suspended for the duration of the event; after 60 days, either Party may terminate without indemnity, subject to payment for Services already performed.
16. Insurance
Viatera maintains professional liability insurance covering its activity.
17. Assignment – Severability – Waiver
Neither Party may assign the contract without the other Party’s prior written consent, save assignment to an affiliate or within a group transaction (merger, contribution, etc.). Invalidity of any clause does not affect the others. Failure to enforce a right shall not constitute waiver.
18. Governing Law – Jurisdiction – Language
Between parties contracting in a professional/commercial capacity, any dispute relating to the T&Cs or the Services shall fall within the exclusive jurisdiction of the courts within the Paris Court of Appeal district. Clause stipulated in a highly conspicuous manner (French Code of Civil Procedure, art. 48). These T&Cs are governed by French law. Reference language: French.
19. Changes to the T&Cs
Viatera may amend the T&Cs for the future. The applicable version is that in force on the order date. The current version is available at www.viatera.co.
20. Third-Party Partners – Independence & Liability
20.1. Independence. Without prejudice to Section 1bis, partners/third parties recommended or introduced by Viatera remain independent from Viatera. Any introductions, recommendations or coordination by Viatera do not create any agency, representation, joint or joint-and-several liability, nor any guarantee of performance regarding such third parties’ products or services. Each third party contracts directly with the Client under its own terms and conditions, and Viatera assumes no obligation or liability in respect of such third parties.
20.2. No joint liability. Viatera assumes no joint or several liability with third-party partners and is not responsible for their products, services, studies, delivery, timelines, maintenance, warranties, updates, compliance, nor for their acts, defaults or damage. Claims relating to third-party products/services must be addressed directly to the third parties concerned.
20.3. Dependencies & limits. Meeting deadlines and outcomes may depend on external factors (third-party availability, access, technical environments, data, approvals). Viatera is not liable for delays, overruns or defects attributable to third parties or to elements beyond its control.
20.4. Exception. The above limitations do not deprive the Client of its rights in case of gross negligence or wilful misconduct attributable to Viatera, nor, where applicable, of Viatera’s responsibilities with respect to its own subcontractors (Clause 11.1).