Version dated 2 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.
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. An advance payment enables work to start and is not acceptance.
5. Fees and payment
Prices are in euros excluding taxes. Unless the Order Form states otherwise, implementation is invoiced 50% on order and 50% on acceptance; recurring fees are invoiced monthly in advance from accepted production launch. Earlier hosting is separately chargeable only if specified in the Order Form. Invoices are payable within thirty days of issue, without an early-payment discount.
Implementation 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 start date of each service. Unless otherwise expressly agreed, recurring services have a twelve-month initial term from accepted production launch, paid monthly, and renew for twelve-month periods. Either party may prevent renewal by written notice received at least thirty days before expiry. Monthly payment therefore does not mean a one-month commitment.
These commercial periods do not remove mandatory switching or termination rights. Section 15 and the Services Schedule also apply during a commitment. 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.
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.
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. For termination attributable to the Provider, unused prepayments are refunded. A Customer early-termination charge applies only if its amount or calculation is expressly stated in the Order Form, subject to law, without double recovery or obstruction of mandatory switching rights. Insolvency proceedings alone do not trigger automatic termination under these terms.
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.