Version dated 5 October 2026. Applies to orders expressly incorporating this version.
1. Parties and scope
These terms govern professional services supplied under the Damvia brand by HIVE HORIZON, a French single-member simplified joint-stock company (SASU), share capital EUR 1 000, registered office: 61 rue de Lyon, 75012 Paris, France, Paris Trade and Companies Register no. 979357324, SIRET 97935732400024, VAT FR87979357324, the “Provider”, to the business customer identified in the accepted quotation or order form, the “Customer”. They are not intended for consumers. [email protected]. Contact: contact form · +33 (0)7 66 69 85 23.
Damvia is digital asset management software with an open-source core that may be deployed in a Customer-specific instance on a dedicated server or virtual private server. The Provider may supply implementation, managed hosting, maintenance, support and proprietary modules on subscription. A VPS provides an isolated virtual environment and does not guarantee exclusive physical hardware. Only services and modules identified in the Order Form are ordered.
Downloading or independently using the open-source core remains governed by its licence and does not create a subscription, support entitlement or payment obligation under these terms.
The add-on provisions anticipate possible future commercial offerings. They do not imply that any module is currently available or included: no proprietary module is supplied, enabled or charged without an Order Form expressly identifying it and accepting its price and licensing basis.
2. Contract formation and documents
The contract is formed by written or electronic acceptance of the Order Form and the dated documents expressly incorporated into it, supplied or made downloadable before acceptance. The signatory represents that they may bind the Customer. Merely visiting the website, requesting a demonstration or creating a user account is not a business order.
The Order Form and expressly accepted departures prevail, followed by the Services Schedule and these terms. The Data Processing Agreement (“DPA”) prevails for personal data protection; open-source licences prevail for the components they cover; mandatory law remains applicable. Customer purchasing terms apply only if expressly accepted. Marketing materials do not replace the agreed scope; commitments expressly incorporated into the Order Form apply.
3. Scope and cooperation
The Order Form identifies functions, modules, instances, authorised entities, integrations, volumes, resources, services, dependencies, timetable, deliverables and acceptance criteria. It separates implementation and development fees, module licence fees, hosting and recurring services. Announced features, roadmaps and discussed but unordered requirements are not delivery commitments.
The Customer appoints an authorised contact and supplies accurate access credentials, permissions, content and approvals. Customer-caused delay permits reasonable timetable adjustment notified in writing. Additional work, scope changes, migrations and data repair require prior written agreement on price. Silence does not accept an additional quotation.
4. Implementation and acceptance
The Provider notifies readiness for acceptance and supplies the materials needed for testing. The Customer has ten business days to test the agreed criteria and report documented, reproducible defects. A blocking defect preventing an agreed essential use suspends acceptance of the affected part; other reservations are recorded and corrected according to priority.
Acceptance may be express or follow voluntary production use by the Customer after testing was effectively available, for the functions used. If the Customer does not respond, the Provider sends a reminder allowing five further business days. Only services that could actually be tested and for which no blocking defect was reported are then deemed accepted. Acceptance does not waive latent defects or correction obligations. Advance payment for the work does not constitute acceptance.
5. Fees and payment
Prices are in euros excluding taxes; VAT and other legally applicable taxes are added at the applicable rate. The Order Form identifies the Damvia Core plan, each monthly fee, included services, one-off fees, add-on modules and their subscriptions, activation dates and commitment periods. It summarises the minimum amount payable for the initial commitment period, distinguishing setup fees from recurring fees.
The initial implementation of a Damvia Core instance hosted and managed by the Provider carries a setup fee of EUR 2,600 excluding tax, unless a different amount is expressly agreed in the Order Form. This fee pays for initial installation and configuration of the core within the agreed scope and is payable 100% on order, before work begins. It is separate from monthly fees and is not charged again at each renewal. A new instance, migration or additional work incurs fees only under an accepted quotation. Independent use of the open-source core alone remains governed by Section 1.
Damvia plan subscriptions and recurring add-on module fees are invoiced monthly in advance from the activation date agreed in the Order Form for each service. Activation means operational availability of the ordered service, notified to the Customer; a delay attributable to the Provider does not permit charging for a service that is not ready to be supplied. Unless the Order Form states otherwise, each monthly fee covers the monthly period shown on the invoice and is due in full at the beginning of that period. Calendar-month billing with a partial first or last month is prorated for the service actually supplied, subject to the separate consequences of early termination. Receipt of the setup fee allows implementation to begin but does not itself start monthly billing.
Monthly payment is the payment schedule for a subscription with a commitment and does not allow cancellation at the end of any chosen month. During the commitment period, voluntary non-use or closure of a user account does not stop billing or terminate the contract. Termination and switching rights under Sections 6, 14 and 15 remain applicable.
Payment methods are those agreed in the Order Form or shown on the invoice. Direct debit requires the Customer’s corresponding authorisation. Revoking a mandate or a failed payment does not terminate the contract or remove the duty to pay amounts due by another accepted method. Invoices are sent electronically to the designated billing contact, subject to applicable statutory electronic-invoicing requirements. The Customer keeps its billing details current.
Where an add-on module involves expressly ordered one-off development, configuration or installation work, the corresponding fees are payable 100% on order, before work begins, unless a different payment schedule is expressly agreed in the Order Form. These fees are identified separately from the module’s monthly subscription and Damvia plans. Beyond the Damvia Core setup fee identified above, services already included in the ordered plan do not incur additional one-off charges; any additional charge must be expressly priced and accepted. Acceptance testing of the add-on module retains its purpose of checking the deliverables and does not condition payment for the one-off work or billing of an already activated Damvia subscription.
Hosting incurred before the agreed activation date is separately chargeable only if specified in the Order Form. For other services, the Order Form specifies payment terms; if it does not, invoices are payable within thirty days of issue. No early-payment discount applies.
Damvia Core setup fees and one-off add-on module fees pay for the agreed work, not a perpetual module licence, exclusivity or assignment of intellectual property. Fees for performed services remain payable; advances for services definitively not performed are adjusted according to responsibility and applicable law. No general no-refund provision removes remedies for the Provider’s breach.
Late-payment interest accrues from the day after the due date without reminder at the European Central Bank refinancing rate determined under French Commercial Code Article L. 441-10 plus ten percentage points, and no less than three times the French statutory interest rate. A EUR 40 fixed recovery indemnity applies per overdue invoice, with further reasonable recovery costs on evidence where they exceed that amount, subject to statutory exceptions. The Customer pays undisputed amounts and promptly explains disputes.
Unless the Order Form expressly provides otherwise, recurring module, maintenance, support and managed-hosting fees are fixed for their first twelve months of billing and then adjusted upwards or downwards on each anniversary of their start date using the revised Syntec index published by Fédération Syntec. Its connection with IT services and operations supports this choice. Agreed one-off implementation or development fees and third-party costs passed through at actual cost are excluded.
The annual formula is P(n) = P(n−1) × I(n) / I(n−1). P(n−1) is the price excluding tax before this adjustment. I(n) is the index for the third calendar month preceding the anniversary month; I(n−1) is the index for the same month in the previous year. The first adjustment occurs no earlier than twelve full billing months. Compared index months are always twelve months apart and do not span a longer period than the interval between adjustment dates. The result is rounded to the nearest euro cent. The Order Form records the billing start date, initial reference month and its value once published.
At least thirty days before adjustment, the Provider communicates the new price, index months and values, calculation and effective date. If required values are unavailable or timely notice is not given, the price remains unchanged for that anniversary; the next adjustment remains annual without accumulating unapplied variations. This also applies to downward changes and does not allow arbitrary selection of increases only. No retroactive adjustment is invoiced.
If the index ceases or is rebased, its officially designated successor is used with the official linking method ensuring comparable values. Without an appropriate successor or link, the parties agree in writing an index directly related to the contract or their activity; the price remains unchanged pending agreement. The Provider cannot unilaterally choose a substitute.
This agreed indexation is not compounded with another unilateral increase on the same fee base. A separate price or scope change requires written agreement; if proposed for renewal, it is notified at least sixty days before expiry and leaves at least thirty days to accept or reject that renewal. Without agreement, only the existing contractual price mechanism applies if the contract renews. Supplier increases are not automatically passed through on top of indexation.
A free period, discount or service included in another subscription is limited to its expressly agreed scope and duration. The Order Form identifies the affected services and any post-period price accepted at the outset. Without an expressly accepted future price, paid continuation requires a new written agreement; a subsequently published website tariff is insufficient. Indexing a zero price does not turn it into a paid price. Ending an incentive remains subject to applicable notice, transition and data-return obligations.
6. Term and renewal
The Order Form states the initial term and activation date of each service. Hosted and managed Damvia Core plans carry a minimum initial commitment of twelve months from activation; a longer period may be expressly agreed. Payment is monthly under Section 5. A monthly-billed plan therefore does not permit unrestricted cancellation each month.
The subscription term and start date of an add-on module are specified separately in the Order Form. Unless otherwise expressly agreed, a module is subscribed for twelve months from activation. Adding a module does not restart the Damvia Core commitment unless expressly agreed; the parties may agree a common expiry date in writing.
Unless the Order Form states otherwise, after the initial period each subscription automatically renews for successive twelve-month periods, paid monthly. Either party may prevent renewal by written notice received at least thirty days before expiry of the relevant subscription, sent to the other party’s contractual contact under Section 16. Non-renewal takes effect at expiry; services continue and monthly fees remain payable until that date. Renewal prices change only under Section 5.
The Customer may terminate early for convenience by written notice of thirty calendar days. The Provider confirms the end date and supplies the calculation under Section 14; exit does not depend on its discretionary approval. Services and monthly fees continue until the effective end date, when recurring billing stops. The twelve-month commitment is the reference commercial term; exit before expiry may only trigger the proportionate compensation under Section 14, rather than automatic acceleration of all remaining monthly fees. Switching requests follow the transition timetable in the Services Schedule and applicable mandatory rules.
These periods govern the commercial relationship without removing mandatory switching or termination rights. Section 15 and the Services Schedule also apply during a commitment. Amounts invoiced for periods after effective termination are adjusted according to its cause, services actually supplied and applicable provisions. Publishing these terms does not retrospectively change existing contracts.
7. Open-source core and proprietary modules
The Damvia core identified in the Order Form is distributed under GNU Affero General Public License version 3 as identified in the delivered version’s LICENSE file. Other components retain their own licences. The Provider supplies or makes available notices, licences and corresponding source code where required. Proprietary-module restrictions never restrict rights over open-source components, including copying, modification, redistribution and self-hosting under their licences.
For each module expressly identified as proprietary that the Provider is entitled to license on that basis, the Customer receives a non-exclusive right, during the paid subscription, to use it for its professional purposes and the entities and users authorised in the Order Form, on the designated instances. Employees, contractors and partners may use the intended functions under the Customer’s responsibility. Resale, commercial sublicensing, redistribution and operation for unauthorised third parties require written agreement.
Except as permitted by an applicable open-source licence, mandatory law or separate agreement, the Customer may not extract or reproduce the module beyond copies necessary for authorised use or distribute its code. Statutory rights concerning backups, observation, study, testing and interoperability remain reserved. Funding an adaptation does not imply ownership of code, sector exclusivity or delivery of proprietary source code. Any assignment or exclusivity requires a separate instrument stating rights, purpose, territory, duration and price.
The Provider retains reusable tools, methods and developments and may supply similar functions to others without disclosing Customer confidential information or reusing Customer data or content. Incorporation into a commercial offer does not revoke rights over previously released open-source components. If a module requires an alternative commercial licence or copyleft exception, the required rights and licence must be documented before supply; labelling a module proprietary does not override open-source obligations.
For future modules, the preferred implementation is an independent service communicating through documented APIs, without incorporating or deriving from the core’s AGPL code. Separation is assessed against actual communications and dependencies; a separate process is not by itself a licence exemption. Before any proprietary order, the Provider documents ownership, component licences and the basis permitting that regime. If integration requires an alternative commercial licence, it is offered only for elements for which the necessary rights are held and is expressly accepted. Without a valid basis, the component retains its applicable free-software licence and cannot be sold as proprietary. Paid hosting and maintenance obligations remain separate from licence rights.
8. Customer data and content
The Customer retains its rights in files, images, marks, product records, metadata, editorial content and business data, including data produced using modules. It grants only permissions necessary for storage, technical copying, transformation, indexing, previews, transmission and return to perform the contract.
The Customer verifies copyright, image rights, content licences, terms, territories and restrictions. Licence fields, access controls and acceptance of download conditions support administration but do not legally validate rights. The Customer controls guests, public links, recipients, exports and email campaigns. A recipient may retain distributed or downloaded content after a link is revoked.
The Provider does not use Customer content or personal data to train AI models, advertise or build databases for sale. An AI feature involving a third party requires an expressly documented and accepted scope and processing before activation. Using the Customer’s name or logo as a commercial reference requires written permission.
9. Hosting and third-party services
Hosting uses the infrastructure identified in the Services Schedule, which may be Hetzner or OVHcloud depending on the order. Contracting entity, data-centre country, storage, backups and support access are identified per instance. A European hosting provider alone does not establish that all processing remains within the European Economic Area.
The Customer maintains subscriptions, permissions and quotas for services it contracts directly, including cloud storage, PIM, identity and email services. Third-party API or policy changes may require adaptation. The Provider informs the Customer, seeks a reasonable solution and obtains agreement before work outside maintenance. It remains responsible for its own obligations and engaged subcontractors; a third-party outage is not automatically an exemption or force majeure.
Hosting-provider outages, power or network failures and third-party incidents may affect instance access. The Provider does not guarantee that such interruptions will never occur or guarantee third parties’ own intervention times. An external outage alone does not automatically establish a Provider breach; responsibility is assessed against the ordered obligations, incident cause and professional diligence. The Provider retains its infrastructure selection and management, diagnosis, information, backup and reasonable recovery duties, together with the DPA. The Services Schedule specifies limited adjustments to restoration objectives; these are neither a general subcontractor liability exemption nor automatic treatment as force majeure.
The hosting provider’s SLAs, uptime guarantees and credit arrangements do not, merely by existing, become equivalent Damvia guarantees to the Customer. An outage alone does not trigger an unagreed automatic flat-rate credit. Express commitments and rights to price reduction, refunds, termination or compensation remain governed by the contract and law; Section 13 caps and exceptions continue to apply.
10. Security and permitted use
The Provider implements the measures agreed in the DPA and Services Schedule. The Customer administers permissions, removes unnecessary accounts, protects access and promptly reports incidents. It must not distribute unlawful content, introduce malicious code, bypass access controls or disrupt services. Penetration testing of managed infrastructure requires prior coordination; this does not restrict rights over a self-hosted copy of the core.
Special-category data under GDPR Article 9, criminal-offence data and regulated sector uses require prior assessment and written agreement. The software is not designed for use whose failure would directly endanger life or physical safety.
11. Maintenance and warranties
The Provider performs with professional care and supplies a solution conforming to the agreed scope. Support, maintained versions, updates and service levels are specified in the Services Schedule. No numerical uptime, continuous on-call service, certification, complete absence of defects or universal future compatibility is promised without express agreement.
The open-source licence alone creates no additional contractual warranty, but its disclaimers do not displace paid commitments under this contract. If a substantial Provider-caused non-conformity persists after notice and a reasonable correction period, the Customer retains the remedies in section 14 and applicable law.
12. Confidentiality and personal data
Each party protects the other’s non-public information with reasonable care, restricts access to persons needing it and bound by confidentiality, and uses it only for the contract. Exceptions cover information lawfully public without breach, already lawfully known, lawfully received from a third party or independently developed. Legally required disclosure is limited to necessity and preceded by notice when permitted. Confidentiality lasts throughout the contract and five years afterwards; trade secrets remain protected for as long as legally qualifying.
The DPA governs processing on the Customer’s behalf. The Provider’s privacy notice covers its own purposes, including its website, business development and invoicing; it does not replace the DPA or the Customer’s notice to instance users.
13. Liability and third-party claims
Each party is responsible for direct, foreseeable and proven loss caused by its breach. Subject to the exceptions below, the Provider’s aggregate liability for events arising in a twelve-month period is capped at fees excluding tax paid or payable for affected services during the twelve months before the first causative event. If the services have run for less than twelve months, the cap includes implementation fees and the first twelve months of agreed recurring fees for those services.
Indirect loss, including indirect loss of profit or reputation, is excluded. Data loss and restoration costs are not automatically classified as indirect. The cap does not apply to fraud, gross negligence, personal injury or liabilities that cannot lawfully be limited, and cannot deprive an essential obligation of substance. Data-subject rights and regulatory powers under the GDPR remain intact.
A party supplying infringing content or components bears, to the extent of its responsibility, final third-party awards and the other party’s reasonable defence costs. The other party promptly notifies the claim, allows conduct of the defence and cooperates; no settlement may impose obligations or admissions without its consent. For a Provider module, the Provider may obtain continued rights, replace or modify without substantial loss of functionality or, if no reasonable solution exists, terminate the module and refund unused prepaid recurring fees. Customer contributions, unauthorised modifications and unanticipated combinations are excluded only to the extent they caused infringement. This section remains subject to the foregoing caps and exceptions.
14. Suspension and termination for breach
Either party may terminate affected services for substantial breach after written notice identifying the breach and intention to terminate remains unremedied for thirty days. The Provider may proportionately suspend for overdue debt not genuinely disputed after fifteen days’ written opportunity to cure, and restores service within a reasonable period after cure.
A serious security threat, manifestly unlawful use or legal order may require immediate, narrowly limited suspension, with notice as soon as possible and reassessment. Suspension does not automatically delete data. Secure return remains organised unless legally prevented or temporarily technically impossible for documented reasons.
Amounts earned for performed services remain due. Prepaid recurring fees for periods after effective termination are adjusted, pro rata where necessary. Insolvency proceedings alone do not trigger automatic termination under these terms.
For early exit for the Customer’s convenience, or Provider termination for the Customer’s substantial breach following the procedure above, maximum compensation is calculated as: compensation = the lesser of R and C + U, never below zero. R means recurring fees excluding tax that would have fallen due between the effective end date and expiry of the current commitment period, pro rata for partial months. It is only a cap, never automatic invoicing of those fees.
C means evidenced, Customer-specific external expenses committed before notice that remain unavoidable despite reasonable cancellation or reassignment efforts, such as a binding hosting commitment or dedicated third-party licence. Only the portion attributable to the period between effective termination and the current expiry is included. Avoided costs, refunds, credits, savings and amounts recovered or reasonably recoverable through reassignment are deducted. A cancellable VPS with no future cost does not justify a fictitious year of hosting charges.
U means only the unamortised portion of an initial Customer-specific investment expressly financed by the Provider and not paid for through setup, development or another payment. The investment must be identified, costed and accepted before ordering, with amortisation over the initial commitment. Its balance is calculated linearly in proportion to days remaining in that initial term, less refunds, recoveries and reassignment value. Without a disclosed and accepted investment, U is zero. The standard EUR 2,600 excluding VAT setup pays for the agreed work and does not, by itself, create an unamortised investment. Renewal alone creates no new amortisation balance.
Future margin, fees for services not supplied, support time not worked, overhead, flat administrative exit charges and costs already paid for are excluded. No cost is counted in both C and U or charged twice. The Provider supplies a calculation and relevant evidence within thirty days after effective termination; without substantiated eligible costs, no compensation is due. Payment is due thirty days after the documented invoice. No compensation applies for Provider breach, non-renewal at expiry or another statutory or contractual right to exit without penalty.
The formula and any investments are disclosed before acceptance with the Order Form incorporating these terms. No variation may increase this mechanism without express agreement and compliance with applicable law. Compensation is separate from switching charges, does not obstruct data return or transition and does not circumvent mandatory free switching. It remains subject to the court’s powers under French Civil Code Article 1231-5 where applicable and mandatory rules, including Regulation (EU) 2023/2854. This calculation is a contractual proportionality policy, not a formula imposed by law.
15. Exit and return
The Customer may request data export during the contract and arrange transfer to another provider or self-hosting. The Services Schedule specifies exportable data, formats, timing, assistance and deletion. Business data from a proprietary module remains returnable after its licence ends; this does not transfer its code or continuing operation rights.
Ending a proprietary subscription does not cancel existing open-source rights. The Provider separates termination of paid licences and services from return of data and open-source materials necessary for independent operation. Legally required return is not conditional on payment of a disputed invoice. Mandatory switching obligations, including Regulation (EU) 2023/2854 where applicable, override inconsistent provisions.
16. General provisions
Force majeure is assessed under French Civil Code Article 1218. The affected party informs the other, mitigates and resumes as soon as possible. After more than thirty days’ impediment, either party may terminate the affected services with adjustment for unperformed services.
Notices use contractual contacts and email with proof of receipt or provable postal delivery. Changes to an existing contract require written agreement, except strictly necessary mandatory legal adaptations that are notified and explained. Website publication does not automatically amend existing orders. Invalidity of a provision does not affect the remainder where legally possible.
French law applies. The parties seek an amicable solution for thirty days without preventing urgent relief or suspending statutory deadlines. Otherwise courts competent under ordinary jurisdiction rules hear the dispute; no unidentified exclusive court is presumed. When both versions are supplied and accepted, the French version prevails, subject to mandatory law.