PROFESSIONAL SEVICES TERMS AND CONDITIONS
1 – SCOPE
These Professional Services Terms and Conditions (“Terms”) apply to all professional services provided by Pine Networks (hereinafter “Pine Networks”) to professional customers (the “Customer”).
These services may include, but are not limited to:
- network architecture consulting
- high-level and low-level network design (HLD / LLD)
- configuration and integration of networking equipment
- troubleshooting and technical advisory services
- remote technical assistance
- on-site technical services
These Terms apply unless otherwise agreed in writing between the parties.
Placing an order with Pine Networks constitutes full acceptance of these Terms.
2 – NATURE OF THE SERVICES
Unless expressly agreed otherwise in writing, Pine Networks performs services under a best-effort obligation (“obligation de moyens”).
Pine Networks undertakes to perform the services with reasonable care, skill, and professional diligence consistent with industry standards.
Pine Networks does not guarantee that the services will achieve any particular result or outcome.
3 – SERVICE ORDERS
Professional services are provided based on:
- a commercial proposal,
- a statement of work (SOW), or
- a service quotation
The proposal or statement of work defines:
- the scope of services
- deliverables (if any)
- project schedule
- applicable fees
Any modification to the agreed scope must be approved in writing by both parties.
Additional services outside the agreed scope may be invoiced separately.
4 – CUSTOMER CANCELLATION
The Customer may cancel a service order, commercial proposal, or statement of work by providing written notice to Pine Networks.
- If the cancellation occurs more than thirty (30) business days before the scheduled start date, no fees shall apply for services not yet rendered.
- If the cancellation occurs less than thirty (30) business days before the scheduled start date, Pine Networks reserves the right to invoice the Customer for:
- any services already performed, and
- a cancellation fee equal to 25% of the total fees for the cancelled services.
Any pre-paid amounts for cancelled services shall be applied against fees or refunded in accordance with the above provisions.
5 – CUSTOMER RESPONSIBILITIES
The Customer agrees to cooperate with Pine Networks in order to enable proper performance of the services.
The Customer shall in particular:
- provide accurate technical information regarding its infrastructure
- provide access to relevant systems, documentation, and equipment
- designate a technical contact person
- ensure appropriate access to premises when on-site services are required
Pine Networks shall not be responsible for delays or issues resulting from the Customer’s failure to meet these obligations.
6 – CHANGES IN SCOPE
If during the execution of the services Pine Networks determines that additional work is required beyond the agreed scope, Pine Networks shall notify the Customer.
Such additional work may be subject to:
- a revised quotation, or
- a change order approved by the Customer.
Pine Networks shall not be obligated to perform work outside the agreed scope without written approval.
7 – FEES AND BILLING
Fees for services are specified in the commercial proposal or statement of work.
Services may be billed:
- on a time and materials basis, or
- as a fixed price engagement, depending on the agreement.
Unless otherwise specified:
- services are invoiced periodically or upon completion
- travel time, travel costs, and accommodation expenses may be invoiced separately.
8 – PAYMENT TERMS
Payment terms are specified in the commercial proposal or invoice.
Unless otherwise agreed, payments must be made by bank transfer.
Invoices may be issued electronically.
9 – LATE PAYMENT
In accordance with the French Commercial Code, any late payment automatically results in:
- late payment interest equal to the European Central Bank refinancing rate plus ten (10) percentage points, and
- a fixed recovery fee of €40.
Pine Networks reserves the right to suspend services in the event of late payment.
10 – SCHEDULING AND SERVICE DELAYS
Service dates and schedules are agreed in advance but remain indicative. Pine Networks shall not be liable for delays caused by:
- lack of Customer cooperation;
- unavailable infrastructure;
- vendor delays;
- external technical dependencies.
If a scheduled service intervention is cancelled by the Customer with less than five (5) business days’ notice, Pine Networks reserves the right to charge the planned service time.
11 – CUSTOMER DELAYS AND PROJECT SCHEDULE
The Customer acknowledges that the timely execution of the services depends on the availability of Customer personnel, infrastructure, and information.
If delays occur due to circumstances attributable to the Customer, including but not limited to:
- changes in project planning
- unavailability of Customer personnel
- lack of access to systems or infrastructure
- delayed provision of required information or approvals
Pine Networks shall not be held responsible for any resulting delay in the project schedule.
Where such delays extend the duration of the project or require additional work from Pine Networks, Pine Networks reserves the right to:
- adjust the project schedule; and
- charge additional fees based on the applicable service rates.
12 – MAINTENANCE WINDOWS AND CHANGE MANAGEMENT
Certain services, including configuration changes, software upgrades, or network modifications, may be performed during agreed maintenance windows.
The Customer is responsible for approving the maintenance window and ensuring that appropriate operational procedures are in place.
Pine Networks shall perform the agreed tasks within the scope defined for the maintenance window.
Pine Networks shall not be liable for service interruptions or operational impacts resulting from changes performed during a Customer-approved maintenance window, provided that such changes were performed according to the agreed scope.
13 – REMOTE ACCESS AND SECURITY
When services require remote access to Customer systems, the Customer remains responsible for:
- granting appropriate access credentials
- maintaining cybersecurity controls
- backing up data prior to intervention.
Pine Networks shall not be liable for security incidents arising from the Customer’s infrastructure or access management.
14 – NETWORK CONFIGURATION AND DEPLOYMENT
Any configuration or deployment performed by Pine Networks is based on information provided by the Customer.
The Customer remains responsible for validating configurations before production deployment.
Pine Networks shall not be liable for outages or operational disruptions resulting from deployment decisions made by the Customer.
15 – USE OF SUBCONTRACTORS
Pine Networks reserves the right to use qualified subcontractors or partners to perform all or part of the services.
Pine Networks shall remain responsible for the proper performance of the services carried out by such subcontractors.
Where necessary for the performance of the services, the Customer agrees to grant such subcontractors access to relevant systems, premises, and technical information under the same confidentiality obligations as those applicable to Pine Networks.
16 – INTELLECTUAL PROPERTY
Unless otherwise agreed in writing:
- Pine Networks retains ownership of all methodologies, tools, documentation, and know-how used to perform the services.
- Deliverables produced specifically for the Customer may be used internally by the Customer.
The Customer shall not reproduce, distribute, or commercialize Pine Networks documentation without prior written consent.
17 – CONFIDENTIALITY
Each party agrees to keep confidential any information received from the other party that is designated as confidential or that reasonably should be understood to be confidential.
Such information shall not be disclosed to third parties without prior written consent, except where required by law.
18 – LIMITATION OF LIABILITY
Pine Networks shall be liable only for direct damages caused by proven fault, to the maximum extent permitted by applicable law.
Under no circumstances shall Pine Networks be liable for:
- loss of profit
- loss of revenue
- loss of data
- business interruption
- loss of business opportunities
- indirect or consequential damages.
The total cumulative liability of Pine Networks arising from the services shall not exceed the amount paid by the Customer for the services giving rise to the claim during the six (6) months preceding the event.
19 – FORCE MAJEURE
Pine Networks shall not be liable for failure or delay in performing services due to events beyond its reasonable control, including:
- natural disasters
- war
- epidemics
- governmental restrictions
- supply chain disruptions
- major infrastructure failures.
20 – TERMINATION
Either party may terminate a services engagement:
- by mutual written agreement; or
- if the other party materially breaches its obligations and fails to remedy such breach within thirty (30) days of written notice.
Upon termination, the Customer shall pay for all services performed up to the termination date.
21 – GOVERNING LAW AND JURISDICTION
These Terms are governed by French law.
Any dispute relating to these Terms shall fall under the exclusive jurisdiction of the Commercial Court of Nanterre (France).