Terms of Service

Article 1 – Glossary

Article 2 – Acceptance and Order Formation

2.1 Order Formation

An Order may be concluded:

• either by a quote or commercial proposal issued by RDEM Systems and accepted by the Client. The Client's acceptance may be expressed by mail, email, or electronic signature, and may notably result from a purchase order expressly referencing the relevant quote;
• or by a purchase order issued by the Client, provided that this document has been expressly accepted in writing by RDEM Systems. In the absence of such agreement, this document shall in no case bind the Provider.

2.2 Firm and Definitive Nature

Every Order is firm and definitive, meaning non-modifiable and non-cancellable, and implies unconditional acceptance by the Client of these ToS, regardless of any clauses appearing on documents issued by the Client.

It is nevertheless agreed that for certain services, the Order may cover quantities subject to variation based on the Client's actual consumption (storage volume, computing power, bandwidth, number of VMs, etc.). These quantities may no longer be contested by the Client after a period of thirty (30) days following receipt of the corresponding invoice.

2.3 Client Qualification

For managed services and on-call services, the Client declares and warrants that they are acting in the course of their professional activity and are therefore a "professional" within the meaning of the French Consumer Code.

For hosting (VMs) and backup services, the Client may be an individual or a professional. Clauses of these ToS specifically reserved for business-to-business relationships are indicated as such.

2.4 Enforceability of the ToS

These ToS take precedence over any other contractual document of the Client, including their own general terms and conditions of purchase. Any derogation from these ToS must be subject to a written agreement signed by a duly authorized representative of RDEM Systems.

In the event of contradiction between contractual documents, the order of priority defined in Article 29 shall apply.

Article 3 – Modification of the ToS

RDEM Systems reserves the right to modify these ToS at any time.

Modifications:

• shall be notified to the Client by email or by publication on the RDEM Systems website, at least thirty (30) days before their effective date,
• shall apply to Orders concluded after their effective date,
• shall apply to existing contracts upon their renewal (tacit or express).

In the event of a substantial modification affecting an existing contract, the Client has thirty (30) days from the notification to notify their decision to terminate the affected service, without penalty, taking effect on the effective date of the new ToS. In the absence of notification within this period, the Client is deemed to have accepted the modifications.

The Client may under no circumstances claim the benefit of more favorable conditions granted to a third party or during a previous Order.

Article 4 – Scope of Covered Services

4.1 Hosting & Cloud (VM / VPS)

RDEM Systems provides the Client with virtualized resources (CPU, RAM, storage, network) on its infrastructure. The Provider's commitments cover infrastructure availability (SLA) and network access.

The Client remains responsible for:

• their operating system,
• their application updates,
• the software security of their environments.

4.2 Storage & Backup

RDEM Systems distinguishes between storage infrastructure (Provider's responsibility) and backed-up content (Client's responsibility).

Client responsibilities:

1. Back up and retain their encryption key(s) (no recovery possible by the Provider).
2. Regularly test backups and restore procedures.

The Client acknowledges that a backup is considered intact only if it is effectively tested. Failing subscription to a contractual restore test option performed by RDEM Systems, the Client remains solely responsible for verifying the usability of their data.

Limitations of liability:

• No guarantee on data usability if the Client does not test their backups.
• No liability in the event of loss of encryption key.

Article 5 – Managed Services & On-Call Service

5.1 Distinction: Managed Services / On-Call Service

The exact scope (list of servers, equipment, applications) is defined in the Technical Annex attached to the contract or quote. Only explicitly mentioned elements are covered.

5.2 Nature of Commitments (GTI Only)

RDEM Systems' commitments are exclusively GTI-type commitments. No GTR is contractually owed. The time frames correspond to acknowledgment and intervention start times, not resolution times.

5.3 GTI Options for On-Call Service

5.4 Guaranteed Service Periods (GSP)

Outside of the subscribed periods, incidents are handled during the next covered slot, without this delay constituting a breach.

5.5 Best-Efforts Obligation

RDEM Systems is bound by a best-efforts obligation, not a guarantee of results, relating to human intervention, the mobilization of skills, and the implementation of available procedures and tools.

This shall not be interpreted as a guarantee of results regarding:

• maintaining operational condition (MCO) of third-party equipment or software,
• the overall availability of a service dependent on components not controlled by RDEM Systems.

5.6 Incident Reporting Procedures

Incidents must be reported via:

• Email to the RDEM Systems PagerDuty system, which handles intake, tracking, and automatic escalation of alerts.
• Integration of the Client's monitoring system with the PagerDuty system (upon prior configuration).

The on-call service does not constitute permanent monitoring, unless otherwise stipulated. Incident detection is the Client's responsibility, unless a monitoring option is subscribed.

5.7 Use of Third-Party Providers

RDEM Systems reserves the right to use third-party providers. The Client expressly accepts this. NDAs are systematically concluded with subcontractors. Providers are bound by confidentiality and security obligations at least equivalent to those of RDEM Systems.

5.8 Specific Exclusions

The following are notably excluded from GTI commitments:

• systemic incidents or force majeure events simultaneously affecting a substantial portion of the client base,
• force majeure events,
• unavailability related to third-party providers or operators,
• incidents resulting from modifications not validated by RDEM Systems (see Art. 11.3),
• application incidents outside the contractual scope,
• hardware failures outside manufacturer warranty or not under maintenance,
• interventions by unauthorized third parties.

5.9 Duty to Advise

RDEM Systems commits to informing the Client of relevant technological developments, formulating improvement recommendations, and alerting to identified risks. These recommendations are for informational purposes only. The decision to implement lies with the Client, who bears sole responsibility for the consequences of refusal or postponement.

5.10 Reporting and Steering Committee (Option)

Available on separate quote: activity reports and periodic steering committee meetings.

Article 6 – Internet Access & Network Services

Best-efforts obligation on service continuity. Dependence on third-party operators (collection, transit, peering). Exclusion of liability in case of operator outage, scheduled maintenance, or force majeure.

The Client is responsible for the compliance of their usage and the security of their connected equipment.

Article 7 – Support, SLA & Limitations

7.1 Support

Shared or dedicated support depending on the subscribed plan. Prioritization by severity. Response times are indicative unless otherwise stated.

7.2 SLA

SLAs expressed as availability percentages. Service credits as the sole form of compensation (see Article 9.1). Exclusions: incidents caused by the Client, scheduled maintenance, security incidents caused by the Client.

Article 8 – Data, Compliance & GDPR

The Client remains responsible for the content of their data. RDEM Systems acts as a data processor within the meaning of the GDPR. Data is hosted in metropolitan France (Equinix data centers, Paris region).

8.1 Security & Cybersecurity

Security measures in compliance with industry standards. RDEM Systems shall not be held liable for any intrusion, compromise, or attack when the Client refuses security updates, uses obsolete protocols, or fails to follow recommendations.

8.2 Cooperation in the Event of a Security Incident

In the event of a security incident affecting the contractual scope, the Parties commit to cooperating actively and in good faith, and in particular to:

• notify each other of any security incident as soon as possible and in any event within 24 hours of its discovery,
• provide all information and technical assistance necessary for the investigation and resolution of the incident,
• preserve logs and digital evidence relevant to the incident for a minimum period of 90 days,
• coordinate communications with third parties, authorities, and affected individuals.

When RDEM Systems becomes aware of a personal data breach within the meaning of Article 33 of the GDPR, it shall inform the Client under the conditions set out in the DPA.

Article 9 – Liability & Insurance

9.1 Limitation of Liability – SLA

Liability limited to the amount of one (1) month's fee for the affected service. Sole and exclusive form of compensation.

9.2 Limitation of Liability – Data & Operations

Cap: the amount (excluding VAT) paid during the six (6) months preceding the incident, or the professional liability insurance cap if lower. Exclusions: indirect damages, commercial losses, revenue losses, data losses resulting from Client breach.

Note: between professionals, this clause constitutes a freely negotiated liability cap reflecting the risk allocation and the prices agreed between the Parties.

9.3 Best-Efforts Obligation

RDEM Systems is bound, for all its services, by a best-efforts obligation and not a guarantee of results. The Provider commits to providing services in accordance with professional standards and the state of the art, within the limits of contractual commitments.

9.4 Insurance

RDEM Systems declares that it holds professional liability insurance. The Client commits to being duly insured for risks related to the operation of their systems and data.

Article 10 – Duration, Renewal and Termination

10.1 Duration and Billing Period

Contracts are concluded for the fixed or indefinite term specified in the Order or Special Conditions. In the absence of any specification, the Order is deemed to be concluded for an initial period of one (1) month.

Recurring services are billed per calendar month (from the 1st to the last day of the month). When the effective date of the Order does not coincide with the first day of a calendar month, the first invoice covers the remaining period of the current month, calculated on a pro rata temporis basis.

RDEM Systems reserves the option, particularly when the effective date falls late in the month, to combine in the first invoice the pro rata temporis period for the current month and the following calendar month, resulting in an invoice covering a maximum of one and a half months.

10.2 Renewal and Termination

For recurring services (hosting, on-call service, managed services), the contract is renewed by tacit renewal for successive periods of the same duration, unless terminated by either Party by registered letter with acknowledgment of receipt or email with acknowledgment of receipt.

The applicable notice periods are as follows:

In the case of an initial commitment of thirty-six (36) months or more, the contract may be terminated at any time after the expiration of the initial commitment period, subject to a one (1) month notice period.

10.3 Termination for Breach

In the event of a breach by either Party of its contractual obligations, not remedied within thirty (30) days of notification of the breach by registered letter with acknowledgment of receipt, the other Party may enforce the automatic termination of the Contract or the relevant Order.

In the event of termination due to the Client's fault:

• amounts already collected by RDEM Systems shall be definitively retained,
• RDEM Systems may demand payment of the full amount of fees due until the initially planned end date,
• without prejudice to any damages that RDEM Systems may claim.

10.4 Reversibility

A separate service, performed on a quote basis, billed at the current rate and limited in time.

Data Restitution Formats

Data is returned in the following formats, depending on the nature of the service:

RDEM Systems does not guarantee the compatibility of formats with the Client's third-party systems. The Client is responsible for verifying the usability of the returned data.

10.5 Data Deletion and Retention at End of Contract

At the end of the contract:

• Minimum retention of 10 calendar days.
• Deletion authorized after this period.
• Effective deletion within a maximum of 30 days after the end of the contract.

10.6 Specific Requests

Early deletion or extended retention is possible. Any retention beyond 10 days is subject to an additional quote.

Article 11 – Client Obligations

The scope of application of each obligation is specified below.

11.1 Duty to InformAll services

The Client commits to maintaining accurate and up-to-date contact information. Any notification sent to the provided contact details is deemed received.

11.2 Duty of CollaborationOn-Call & Managed Services

The Client commits to:

• providing the necessary access, information, and authorizations,
• responding within reasonable timeframes,
• actively cooperating in incident resolution,
• designating an authorized technical point of contact.

11.3 Third-Party InterventionManaged Services

The Client may have third-party providers intervene on the contractual scope, provided they inform RDEM Systems in writing beforehand.

In the event of third-party intervention:

• RDEM Systems is released from its GTI commitments for any resulting incident,
• RDEM Systems' liability cannot be engaged for malfunctions resulting from modifications made by the third party,
• MCO guarantees are suspended on the modified elements, until compliance validation by RDEM Systems.

RDEM Systems reserves the right to invoice a compliance audit after third-party intervention, on prior quote.

11.4 Communication of ChangesOn-Call Service

The Client commits to informing RDEM Systems in advance of any significant change:

• addition or removal of equipment,
• modification of the network architecture,
• change of premises or internet service provider,
• deployment of new critical applications.

Note: for managed services, the scope is defined per contract and per server; any addition requires a contractual amendment.

11.5 Reasonable and Lawful UseHosting – VMs

The following are strictly prohibited on RDEM Systems infrastructure:

• unauthorized cryptomining,
• sending spam or any similar activity,
• any illegal, fraudulent, or activity contrary to public order.

RDEM Systems reserves the right to suspend services in the event of breach.

11.6 Client Qualification and CompetenceAll services

The Client declares that they have the necessary technical skills to use the services or are assisted by a qualified professional.

RDEM Systems shall not be held liable for misuse of the services by a Client lacking the required skills, nor for any malfunction resulting from an operation performed by the Client without prior validation by RDEM Systems.

Article 12 – Payment Terms and Billing

12.1 Prices and Currency

Prices are denominated in euros and are exclusive of tax. They will be increased by VAT and, where applicable, other taxes applicable on the date of the Order.

12.2 Payment Methods

Invoices are payable by:

• bank transfer,
• SEPA direct debit,
• credit card.

Unless otherwise agreed, recurring services are billed in advance.

12.3 Payment Deadlines

Unless otherwise stipulated, invoices are payable within fifteen (15) days from the date of issue.

12.4 Early Payment Discount

RDEM Systems' terms of sale provide no discount for early payment.

12.5 Late Payment

Any payment incident or late payment is subject to late payment penalties. The amount of penalties results from the application of a rate equal to twelve percent (12%) per annum, which may not be less than three (3) times the legal interest rate in effect in France.

Between professionals, late payment penalties are due from the due date, automatically and without prior formal notice, in accordance with Article L.441-10 of the French Commercial Code. In addition, a fixed compensation of forty (40) euros per unpaid invoice for recovery costs is due automatically, in accordance with Article D.441-5 of the French Commercial Code. When recovery costs exceed this fixed compensation, RDEM Systems may request additional compensation upon justification.

For non-professional clients, late payment penalties are due after a formal notice has remained unanswered for a period of eight (8) days.

12.6 Default of Payment – Protective Measures

In the event of default of payment, even partial, of any amount due to RDEM Systems, the Provider reserves the right, eight (8) days after a formal notice has remained unanswered, to:

• suspend all or part of the services in progress,
• automatically terminate all or part of the Orders in progress,
• enforce acceleration of payment, i.e., demand immediate payment of all amounts due under the Contract.

In the event of termination due to the Client's default of payment, amounts collected by RDEM Systems shall remain its property, without prejudice to any damages that may be awarded.

12.7 Invoice Dispute

Any dispute must be notified in writing within fifteen (15) days of receipt of the invoice. Failing this, the invoice is deemed accepted.

12.8 Annual Price Revision

Hosting, backup, and network services

The prices of recurring hosting, backup, and network services may be revised by RDEM Systems on the first of January each year, by applying the following formula:

Where:

• P1 is the revised price,
• P0 is the contractual price at the date of the Order,
• I_CPI is the latest Consumer Price Index (CPI) published by INSEE at the date of revision,
• I_E is the latest energy price index published by INSEE at the date of revision,
• I0 is the corresponding reference index published at the date of the Order.

The revised price is calculated based on the higher of the CPI and the energy price index, reflecting the significant energy component of hosting infrastructure.

Managed services and on-call services

The prices of recurring managed services and on-call services may be revised by RDEM Systems on the first of January each year, by applying the following formula:

Where:

• P1 is the revised price,
• P0 is the contractual price at the date of the Order,
• S1 is the latest Syntec index published at the date of revision,
• S0 is the latest Syntec index published at the date of the Order.

Common provisions

In the event of a price revision, RDEM Systems shall inform the Client at least thirty (30) days before the effective date. If the Client refuses the revision, they may notify non-renewal of the affected service by respecting the notice period set out in Article 10.2. This termination shall not give rise to any compensation by either Party.

Article 13 – Suspension of Services

13.1 Immediate Suspension

Immediate suspension: illegal content, court order, serious non-payment, threat to infrastructure security.

13.2 Suspension with Notice

Suspension with notice: 8-day written notice in the event of unresolved non-payment.

Article 14 – Service Acceptance

Non-recurring services (installation, configuration, migration, audit, custom development, etc.) are subject to acceptance by the Client under the following terms.

14.1 Intervention Report

Upon completion of each one-time service, RDEM Systems provides the Client with an intervention report (or summary) describing the tasks performed and, where applicable, a detailed time breakdown if the Order provided for time-and-materials billing.

14.2 Acceptance

The Client has fifteen (15) business days from receipt of the intervention report to:

• validate the service (signature, confirmation email, or any other means),
• or submit reasoned reservations in writing.

Acceptance, whether express or tacit, validates the conformity of the service with all contractual documents and definitively precludes any subsequent claim by the Client regarding this service.

14.3 Reservations

In the event of reservations, RDEM Systems shall make the necessary corrections, provided that non-compliance with the contractual documents is established, and shall submit a new intervention report for validation under the same conditions.

Article 15 – Intellectual Property

RDEM Systems remains the sole owner of its tools, scripts, methods, procedures, and know-how. The Client remains the exclusive owner of their data and content. No intellectual property rights are transferred under these terms.

Scripts, procedures, documentation, and tools developed by RDEM Systems in the course of executing the contract remain the exclusive property of RDEM Systems. The Client benefits from a non-exclusive and non-transferable right of use for the duration of the contract and within the strict scope of the subscribed services.

Article 16 – Confidentiality

The Parties commit to confidentiality for the entire duration of the contract and for 3 years after its termination.

This time limitation does not apply to information constituting a trade secret within the meaning of Article L151-1 of the French Commercial Code, for which confidentiality obligations shall remain applicable for the entire duration of protection of said secret.

Article 17 – Commercial Reference

The Client authorizes RDEM Systems to mention its corporate name, trade name, and logo as a commercial reference on its website and in its commercial materials. The Client may revoke this authorization at any time by written notification.

Article 18 – Anti-Corruption

The Parties commit to complying with all applicable laws and regulations regarding anti-corruption, including the provisions of Law No. 2016-1691 of December 9, 2016 (known as the "Sapin II law").

Each Party is prohibited from:

• proposing, offering, or granting, directly or indirectly, any undue advantage to a public official or a third party,
• soliciting or accepting such an advantage.

In the event of a proven breach of these obligations, the other Party may terminate the Contract automatically and without compensation, by written notification taking immediate effect.

Article 19 – Business Continuity

RDEM Systems has a Business Continuity Plan (BCP) and a Disaster Recovery Plan (DRP) adapted to its services.

RDEM Systems' infrastructure is distributed across three (3) Equinix data centers in the Paris region, with virtual machines hosted on redundant Proxmox VE clusters.

• Business Continuity Plan (BCP): in the event of a node failure, virtual machines are relocated to another node in the same cluster (same data center), ensuring service continuity.
• Disaster Recovery Plan (DRP): in the event of prolonged unavailability of a data center, data is restored from backups at an alternative data center.

Technical details of the BCP/DRP may be communicated to the Client upon request and subject to a Non-Disclosure Agreement (NDA).

Continuity and recovery commitments are best-efforts obligations and do not constitute a guarantee of absolute availability.

Article 20 – Force Majeure

Including: natural disasters, pandemics, wars, riots, acts of terrorism, failure of third-party operators or power supply, massive cyberattacks, government injunctions.

If the force majeure event continues beyond 60 days, either Party may terminate the contract without compensation.

Article 21 – Assignment of Contract

The Client may not assign the contract without written consent. RDEM Systems may assign the contract to a successor in the event of restructuring, subject to informing the Client.

Article 22 – Audit

Audit possible at the Client's expense with 15 business days' notice. Limited to the subscribed scope, subject to confidentiality and non-disruption conditions.

RDEM Systems commits to:

• facilitating access to the necessary information,
• responding to the auditor's questions within a reasonable timeframe.

The audit is conducted within the following limits:

• confidentiality: the auditor is bound by a strict confidentiality obligation,
• non-disruption: the audit must not disrupt the normal operation of services,
• scope: the audit is limited to the services subscribed by the Client and may not cover infrastructure shared with other clients.

Audit costs are entirely borne by the Client.

Article 23 – Proof Agreement

Records, logs, support tickets, monitoring data, PagerDuty records, email exchanges, and RDEM Systems tracking systems constitute evidence between the Parties to establish the reality of interventions, compliance with GTI commitments, and the chronology of events, unless contrary evidence is provided by the Client.

Article 24 – Severability

If any provision of these ToS is declared null or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall endeavor to replace the null provision with a valid provision having an economic effect as close as possible to the original.

Article 25 – Tolerance

The fact that RDEM Systems has not enforced any provision of these ToS shall in no case be considered a waiver of the rights arising from said provision.

Article 26 – Limitation Period

(Between professionals)

Any contractual action against RDEM Systems is subject to a limitation period of one (1) year from the event giving rise to it.

Article 27 – Mediation and Disputes

Prior amicable resolution shall be sought. Failing this within 30 days, exclusive jurisdiction is granted to the Commercial Court of Pontoise, including in the event of warranty claims, multiple defendants, and for urgent or protective proceedings, whether in summary proceedings or by petition.

Note: this jurisdiction clause applies to business-to-business relationships. For disputes involving a consumer, the standard territorial jurisdiction rules apply.

Article 28 – Right of Withdrawal

In accordance with Articles L.221-3 and following of the French Consumer Code, the Client benefits from a right of withdrawal of fourteen (14) days from the conclusion of the Contract, when the following conditions are met:

• the contract is concluded off-premises,
• its object does not fall within the Client's main business activity,
• the number of employees employed by the Client is five or fewer.

In the event of exercise of the right of withdrawal (when applicable), the price paid shall be refunded within a maximum of fourteen (14) days, minus the amount proportional to the services already provided.

Article 29 – Contractual Documents

In descending order of priority:

1. The signed Quote or Purchase Order
2. Any Special Conditions
3. The Technical Annex
4. These Terms of Service
5. The Data Processing Agreement (DPA)

In the event of contradiction, the higher-ranking document prevails.