Terms of sale

1. Purpose and scope

These general terms of sale (conditions générales de vente, the "Terms of Sale" or "CGV") govern:

• the Consultant licence, purchased by an Organization to access the features reserved for Consultants;
• the Raygister Commission, owed by a Consulted Company that wins a Works Contract following a Consultation conducted on the Platform.

They supplement the general terms of use (conditions générales d'utilisation, the "Terms of Use" or "CGU"), whose definitions they adopt. In the event of a conflict, the Terms of Sale prevail for what they govern.

The personal data processed for the licence and the Commission (billing, payment, recovery) is processed by Raygister as controller, under article 12 of the Terms of Use and the privacy policy.

The Terms of Sale apply exclusively between professionals. The Project Owner (maître d'ouvrage) owes no sum to Raygister.

2. Consultant licence

2.1 Free period. From its creation, each Organization benefits from free access to the Consultant features for ninety (90) days, without a means of payment or commitment. Raygister may extend this period at its discretion.

2.2 Purchase. An administrator of the Organization purchases the licence from the Platform. Payment is processed by Stripe. The purchase constitutes acceptance of the Terms of Sale in force. A licence purchased during the free period takes effect when it ends: the first invoice is issued at the end of the free period.

2.3 Price. The licence is billed per seat, at the Organization's choice:

• monthly: 29 euros excluding VAT per seat per month;
• annually: 290 euros excluding VAT per seat per year.

The prices in force are displayed on the pricing page and at the time of purchase. VAT is added at the applicable rate.

2.4 Seats. Each member of the Organization takes up a seat, whatever their role. The number of seats billed follows the number of members: an addition or removal during a period gives rise to an adjustment calculated pro rata to the remaining period, on the next invoice.

2.5 Invoicing and payment. The licence is payable in advance, at the start of each period, by bank card or by any other means offered by Stripe. Invoices are available in the Organization's billing area.

2.6 Term and renewal. The licence is concluded for the chosen period (one month or one year) and is tacitly renewed for the same term.

2.7 Termination by the Organization. An administrator may terminate the licence at any time from the billing area. Termination takes effect at the end of the current period; access is maintained until then and no pro rata refund is due.

2.8 Payment failure. If a payment fails, access to the Consultant features is maintained for a grace period of seven (7) days after the end of the paid period, then suspended until the situation is regularized.

2.9 End of access. If no licence is purchased at the end of the free period, or after termination or suspension, access to the Consultant features is suspended. The Organization's data is kept in accordance with the privacy policy and access resumes as soon as a licence is purchased. Answering Consultations remains free of charge.

2.10 Price changes. Raygister may change its prices or the structure of its billing. Any change is notified to the administrators at least thirty (30) days before it comes into force and only applies from the next renewal. An Organization that refuses it may terminate before that date. No change applies retroactively to a period already paid.

3. Raygister Commission

3.1 Principle. Being invited to a Consultation, viewing the documents and submitting an offer are free of charge for the Consulted Company. When a Consulted Company wins a Works Contract following a Consultation conducted on the Platform, it owes Raygister a commission (the "Commission").

3.2 Rate. The Commission rate is 0.95%. It is the same for all the Consulted Companies of a given Consultation and is not negotiable. It is brought to the Consulted Company's attention before it submits its offer; submitting an offer constitutes acceptance of the principle and rate of the Commission.

3.3 Applicable rate. The rate applicable to a Works Contract is the one in force on the date the Consultation is launched. A change in the rate only applies to Consultations launched after it comes into force.

3.4 Basis. The Commission is calculated on the total amount excluding VAT of the signed Works Contract, after deduction of the discounts granted and excluding any remuneration of the Consultant included in the offer (fees, management fees).

3.5 When it is due. The Commission is due in full on signature of the Works Contract, whether it is signed on the Platform or outside it, by any means. It is due whether or not the Consulted Company has passed it on in its offer.

3.6 Invoicing and payment. Raygister invoices the Commission to the Consulted Company. The invoice is payable within thirty (30) days of its date of issue, with no discount for early payment.

3.7 Late payment. Any late payment automatically entails, from the day after the due date and without prior formal notice, penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, as well as a fixed indemnity for recovery costs of forty (40) euros (Articles L. 441-10 and D. 441-5 of the French Commercial Code, Code de commerce). Raygister may claim additional compensation on proof.

3.8 Declaration of the Works Contract. The Consulted Company declares to Raygister, without delay, any Works Contract won following a Consultation and its exact signed amount, including when the Consultant has not recorded the award on the Platform. It also declares the amendments that increase the amount of the Works Contract by more than fifteen per cent (15%); the Commission on the amount thus added is calculated under the same rules.

3.9 Reduction of the Works Contract. When the amount of a Works Contract is reduced by more than fifty per cent (50%) after its signature, Raygister issues a credit note on the Commission corresponding to the reduction, on presentation of supporting documents provided by the Consultant and by the Consulted Company.

3.10 Prohibition of circumvention. The Consulted Company shall not, directly or through an affiliated company or a third party:

• offer the Consultant or the Project Owner to conclude the Works Contract outside the Platform in order to avoid the Commission;
• lower its price in order to encourage such circumvention;
• fail to declare a Works Contract or declare an inaccurate amount for it.

The Commission remains due on any Works Contract covering all or part of a work package of the Consultation concluded with the Project Owner, directly or through an affiliated company, within twelve (12) months of the submission of the offer.

4. Obligations of the Consultant

The Consultant:

• informs the Consulted Companies, before they submit their offer, that an awarded Works Contract gives rise to the Commission;
• records on the Platform the award of the Works Contracts resulting from its Consultations or, failing that, informs Raygister;
• refrains from helping, advising or encouraging a Consulted Company to avoid the Commission.

The repeated generation of specifications without any award of a Works Contract in order to circumvent the Commission, directly soliciting a Consulted Company to conclude outside the Platform, and extracting the database constitute serious breaches.

5. Remuneration of the Consultant

The Platform allows the Consultant to include in its Consultation a remuneration for its own benefit (fees, management fees), paid by the Consulted Companies selected.

This remuneration is outside Raygister, which does not collect it, does not manage it and takes no commission on it. It is exclusively for the Consultant to inform the Project Owner of it, to justify it by a genuine service and to ensure it is lawful. No hidden remuneration mechanism is tolerated.

6. Sanctions

In the event of a breach of the Terms of Sale, in particular of payment or of the prohibition of circumvention, Raygister may, after a formal notice that remains without effect for eight (8) days, or immediately in the event of fraud:

• restrict or suspend access to the Platform;
• terminate the licence, without refund;
• claim the Commission due and take any recovery action;
• inform the Consultant, Consulted Company or Project Owner concerned;
• take any legal action.

7. Liability

Raygister's liability is governed by article 14 of the Terms of Use. Raygister is not a party to the Works Contract and guarantees neither the performance of the works nor the solvency of the Project Owner or of the Consulted Company.

8. Governing law and disputes

The Terms of Sale are governed by French law. The parties first seek an amicable solution. Failing that, any dispute relating to their formation, performance or interpretation falls within the exclusive jurisdiction of the Commercial Court of Lille Métropole (tribunal de commerce de Lille Métropole) when both parties are traders (commerçants); in other cases, the statutory rules of jurisdiction apply.