The Cegid On Premise terms cover Cegid software (“Progiciels”) that the customer installs and runs in its own technical environment, together with the optional support and maintenance services. They are published on cegid.com/fr/cgv next to the On Premise technical prerequisites of each product, for example Cegid Quadra Entreprise, Cegid Retail UR, Cegid Retail Y2, Cegid Orli, Cegid FCRS and Cegid Opticheque.[3] The preamble states that Cegid markets software it owns and software designed by other publishers, and that the customer has judged its suitability itself.[1]
Two licence forms
Cegid defines two licence types in the definitions article:
| Form | Cegid definition (translated) | Duration | Billing of the software | Billing of services |
|---|---|---|---|---|
| Souscription DAS (“Droit d’Accès et Souscription”) | Limited-term renewable licence | 36 months from delivery, then 12-month renewals | Annually in advance, from delivery | Annually in advance |
| Souscription Fixe | Licence for the duration of copyright | Legal duration of copyright protection | Once, at delivery | Annually in advance; 36-month initial period |
[1] Under DAS, notice not to renew goes through the cegidlife.com portal or registered letter six months before the end of the current period. Under Fixe the licence continues but the services follow the same 36-month period and renewal mechanism.[1] The wiki does not call Souscription Fixe “perpetual” because Cegid’s own phrase is copyright duration. See On Premise licence is either Souscription DAS (term) or Souscription Fixe (copyright duration) and DAS term is 36 months then 12-month renewals with six months notice.
If the customer refuses an amendment of the general terms within two months, a DAS customer loses the right to use the software and services after 15 days with a refund of prepaid sums, while a Fixe customer loses only the services.[1] This is the main practical difference between the two forms for a customer that disputes a change.
Rights granted
Subject to full payment of the price, Cegid grants “un droit d’utilisation personnel, non exclusif, non-transférable et non-cessible” for the Territory (France, or the countries ordered), except on assignment of the contract.[1] The use rights are given, depending on the offer, for a number of named users, a number of logical or physical systems and/or other work units, as set in the order form and the booklet.[1] Three clauses restrict change:
- User and system counts. “Toute modification du nombre d’Utilisateurs nommés et/ou systèmes logiques ou physiques et/ou de toute autre unité d’œuvre” requires Cegid’s express agreement and, where relevant, an additional fee at the tariff in force.[1] See Changing user or system counts needs Cegid agreement and an extra fee.
- Hosting. Any change of provider or hosting of the customer’s technical environment with a third party needs Cegid’s prior agreement, and Cegid may bill additional usage rights.[1] This matters when moving a Cegid workload to a cloud host or an outsourcer. See Moving the technical environment to a third-party host needs Cegid consent.
- Affiliates. Subsidiaries as defined in Code de commerce L.233-3 may use the software and receive services in the same conditions as the customer, under its responsibility. Competitors of Cegid are excluded, and a company that stops being a subsidiary loses its rights immediately.[1]
The customer must not reverse engineer the software to build a competing product, distribute it to third parties for payment or free, or use it in a way outside its purpose. It is responsible for protecting its environment, keeping to the technical prerequisites and for the actions of its users even if unauthorised.[1]
Control mechanisms
Article 7 reserves Cegid the right to use “un mécanisme de contrôle et/ou ; (ii) un mécanisme d’activation de la licence”. The customer may not neutralise them. Where a licence activation mechanism exists, the customer installs and updates it, and the software cannot operate without a valid and current activation.[1] See Cegid may use control or licence-activation mechanisms.
Audit
Article 8 is the audit clause and is specific to On Premise software; the SaaS terms contain no equivalent right for Cegid to audit the customer’s use.
- Frequency and scope. Cegid may audit “une fois par an” the customer or the concerned Affiliates, on site or remotely, to verify the proper use of licences and compliance with the contract.[1] See Cegid may audit once a year, on site or remotely.
- Trigger data. To decide whether to audit, the customer authorises Cegid to collect relevant information through tracking tools or security mechanisms inserted in the software.[1] See Tracking tools in the software may feed the audit decision.
- Notice. Written notice of at least 15 days, naming the external audit firm if any, and the software and licences concerned.[1] See Audit notice is at least 15 days and names the auditor and licences.
- Cooperation. The customer must give access to relevant information and means, activate the control mechanism where needed, and bear its own costs of cooperation.
- Report. Cegid drafts the report, the customer has seven days to comment, and the report records corrective actions the customer must take. Disagreement is first handled amicably.[1]
- Financial consequence. If the audit shows more users than agreed or use of a function or option not acquired, Cegid bills the additional fees at the tariff in force plus 50%, payable within 30 days.[1] See Audit shortfall is billed at tariff plus 50% within 30 days.
- Escalation. Without timely payment, Cegid may terminate the contract by operation of law, revoke the licences granted and sue.[1] See Unpaid audit regularisation allows termination and revocation of licences.
- Confidentiality. Information collected is confidential and may be used only for the audit, any needed regularisation and legal proceedings.
Two points deserve attention from a licence manager. First, the surcharge applies to both excess users and use of an unlicensed function or option, so module entitlement matters as much as user counts. Second, the clause is silent on a look-back period, so the invoice base is the tariff in force at the time and not historical price lists.
Services, versions and support conditions
Services (support, corrective and evolutive maintenance) are only provided if ordered and if the customer has remote-assistance tools. The customer must follow the technical prerequisites, and Cegid may bill the time spent on incidents caused by non-compliance.[1] Unless a booklet says otherwise, Cegid may notify with one year’s notice that failure to install the latest version will end the services for that software. See Services stop if the customer does not install the latest version after one year notice.
The Cegid Retail On Premise booklet illustrates product-level conditions: support is provided if the customer uses one of the two latest major updates, a centralised support level needs at least two certified employees within six months, and localised versions require the matching Country Package.[2] See Cegid Retail support requires one of the last two major updates, Centralised support level requires two certified employees and Use in a country needs the matching Country Package.
Price, indexation and other terms
Prices are in the order form, exclusive of VAT. Prices are indexed each anniversary on the Syntec index, with an increase of at least 3% a year, and Cegid may revise prices by up to 8% twice a year during the Initial Period if its costs rise faster. In renewal periods, a customer who refuses an increase may terminate within 30 days.[1] Delivery is acceptance-by-silence: the customer is deemed to accept the software irrevocably if it does not report a written, reasoned non-conformity within 48 hours of delivery, and Cegid may then claim the full order amount.[1]
Cegid warrants against infringement claims on its own software for as long as the customer holds usage rights, provided it is told promptly, controls the defence and the software is used as permitted and unmodified. Cegid may obtain the right to continue, replace or modify the software.[1] Third-party software is governed by its publisher’s terms and, from the Cegid terms, only pricing and billing clauses. See Cegid guarantees against infringement claims on Cegid software.
For software that includes accounting, management or cash-register functions, Cegid commits under article L.96 J of the Livre des procédures fiscales to keep documentation available to the tax authority and to assist in a computerised-accounting audit at the customer’s request, for a fee to be agreed.[1] The same clause is found in the SaaS terms.[4] French law governs, with the courts of Lyon competent.
Out of scope
This article does not cover product prerequisites, each product’s booklet beyond Retail, price lists (none are public), or SaaS terms.