Terms and Conditions of Sale (TCS)

66 Avenue des Champs-Élysées
75008 Paris, FRANCE

(Hereinafter referred to as "the Provider")

These General Terms and Conditions of Sale (TCS) apply to all services performed by the Provider. They take precedence over any Client document except written and signed derogation. The signature of a quote or the placing of an order constitutes full and complete acceptance of these TCS.

The term "Client" refers to any natural or legal person, acting for purposes within the scope of their commercial, industrial, craft, liberal or agricultural activity, who places an order with the Provider.

Article 1: Object and scope of application

These General Terms and Conditions of Sale (TCS) aim to define the contractual relationships between the Provider and the Client. They apply to all design, software development, consulting and maintenance services offered by the Provider.

Any order placed by the Client implies their full and unreserved adherence to these TCS, which take precedence over any other purchase condition, except formal and express derogation agreed in writing between the parties.

Article 2: Quotes and orders

Any service is subject to a prior, detailed and free quote, established by the Provider based on the specifications or information provided by the Client. This quote is valid for a period of thirty (30) days from its date of issue.

The order is considered firm and final upon receipt by the Provider of the quote dated and signed by the Client, preceded by the mention "Approved", and after payment of the down payment defined in Article 9.

Article 9: Rates and payment terms

Article 3: Modification requests

Any request to modify the initial scope defined in the quote (addition, deletion or modification of functionality) must be the subject of a complementary specification from the Client. The Provider will then establish an additional quote or an amendment to the initial contract, specifying the new services, the associated rate and the adjusted schedule. No modification will be undertaken before the formal acceptance of the amendment by the Client.

Article 4: Third-party services and licenses

For the performance of the service, the Provider may be required to use or recommend third-party services (hosting, API, SaaS, etc.). The cost of these services and their licenses is exclusively borne by the Client. The Provider recommends that the Client subscribe directly to these services in their own name to retain control. The Provider's liability cannot be engaged in case of failure, unavailability or modification of the conditions of these third-party services.

Article 5: Provider's obligations

The Provider undertakes to perform the services in accordance with the rules of the art and the best practices of its profession. It is subject to an obligation of means, not of result.

The Provider undertakes to:

• Bring all the care and diligence necessary for the proper execution of the services.
• Respect the strictest confidentiality regarding the information provided by the Client.
• Inform the Client of any difficulties or technical constraints encountered during the project.

Article 6: Client's obligations

In order to allow the Provider to carry out its mission under the best conditions, the Client undertakes to:

• Provide the Provider with all the elements and information necessary for the performance of the service (texts, images, access, specifications...).
• Designate a single and decision-making contact person for the entire duration of the project.
• Actively collaborate by participating in workshops, responding to the Provider's requests and respecting validation deadlines.
• Inform the Provider of any modification of the initial project that may affect the schedule or scope of the service.

Any delay or failure of the Client in its obligations may result in a postponement of the schedule and/or additional billing.

Article 7: Confidentiality

Each party undertakes to preserve the confidentiality of the other's information, designated as such or manifestly confidential, during the relationship and five (5) years after its end, and to use them only for the purposes of contract performance. Information that is public or legitimately obtained from a third party is not confidential.

Article 8: Security, access and backups

Enhanced duty of means: the Provider applies good practices (access control, secrets, updates, CI/CD), within the limits of the agreed scope and means.

Backups: a backup/restoration policy is only included if it is explicitly provided for in the quote or maintenance contract.

Logs and audit: implementation of logs and monitoring (e.g. Sentry) if provided for in the quote, configured according to the Client's requirements.

Article 9: Rates and payment terms

The prices of the services are those indicated on the quote. They are denominated in euros and are specified excluding taxes (HT).

Down payment: A down payment of thirty (30) % of the total amount excluding taxes is required upon signing the quote to start the work.

Interim billing: Interim invoices may be issued according to the schedule defined in the quote, depending on the progress of the project.

Balance: The balance of seventy (70) % (or the remaining amount due) is to be paid upon final delivery of the service and before going into production.

Invoices are payable within thirty (30) days of issue.

In accordance with article L. 441-10 of the Commercial Code, any late payment automatically entails:

• The application of late payment penalties calculated on the basis of the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten (10) percentage points, due the day following the payment date shown on the invoice.
• A flat-rate compensation for collection costs of forty (40) €.
• The right for the Provider to suspend the execution of services in progress until full payment of the unpaid invoice, without this suspension being considered as a termination of the contract by the Provider, nor giving rise to any compensation for the Client.

Article 10: Claims

Any invoice dispute must be justified and addressed within ten (10) working days after issue. After this period, the invoice is deemed accepted.

Article 11: Delivery, acceptance and warranty

The delivery of services is materialized by sending an acceptance report (AR) to the Client.

The Client has a period of ten (10) working days from receipt of the AR to test the deliverables and notify in writing (email with acknowledgment of receipt) to the Provider any reservation or non-compliance with the quote specifications.

In the absence of reservations made within this period, the service is considered tacitly and unreservedly accepted (acceptance pronounced).

The Provider undertakes to make the necessary corrections to proven and duly reported non-conformities. Once the corrections are delivered, a new verification period of five (5) working days applies.

The service includes a corrective warranty of thirty (30) calendar days from the date of acceptance (express or tacit).

This warranty exclusively covers the correction of reproducible anomalies and technical bugs, preventing the normal use of the functionalities developed and defined in the scope of the quote. It does not include evolutionary maintenance (addition of new functionalities), nor interventions following a modification of the code by a third party or misuse by the Client.

Article 12: Intellectual property and retention of title

Retention of title clause: The Provider retains full ownership of all deliverables (source code, documents, etc.) until full and effective payment of all invoices issued for the service. The transfer of ownership is effective on the date of payment of the last invoice.

Assignment of rights: Subject to full payment, the Provider assigns to the Client the patrimonial rights (reproduction, representation, adaptation) on the specific developments made for them. This assignment is valid worldwide and for the legal duration of copyright protection. The Client is then free to modify or evolve the source code.

The Provider retains the right to use its own know-how, tools, libraries and generic modules developed on the occasion of the service.

Article 13: References

Unless an express and written confidentiality clause agreed between the parties, the Provider is authorized to mention the Client's name, its logo, and to present the nature of the work carried out in its portfolio, on its commercial documents and on its website for commercial promotion purposes.

Article 14: Liability

The Provider is subject to an obligation of means. Its liability can only be engaged in case of proven fault on its part.

In any case, the Provider's liability, all causes combined, is limited to the total amount excluding taxes invoiced and actually paid by the Client for the service that directly caused the damage.

The Provider cannot be held responsible for indirect damages suffered by the Client, such as loss of turnover, commercial prejudice, loss of clientele, loss of data or loss of profit.

These liability limitations do not apply in case of gross or intentional fault by the Provider, or in case of bodily injury.

Article 15: Force majeure

No party is responsible for a failure due to an unforeseeable, irresistible and external event (art. 1218 C. civ.), including infrastructure provider failures, major cyber-attacks, disasters, government acts, general strikes, pandemics. The affected obligations are suspended during the duration of the event; deadlines are extended accordingly.

Article 16: Insurance

The Provider declares that it holds Professional Civil Liability insurance covering its activity and will provide a certificate upon request.

Article 17: Termination and cancellation

For breach: in case of serious breach not remedied within fifteen (15) days following written notice, the other party may terminate the contract by operation of law.

At the Client's initiative: in case of cancellation after acceptance of the quote, the amounts due include the down payment and services already performed or committed. If the start was planned within fifteen (15) days, a minimum of thirty (30) % of the quote amount is due as compensation, without prejudice to the work performed.

Effects: upon termination, suspension of services; return of codes and deliverables due after payment of the required amounts.

Article 18: Non-solicitation

Unless written agreement, the Client undertakes not to hire or have work directly with a collaborator or subcontractor of the Provider who participated in the services, during the mission and twelve (12) months after. In case of breach, a flat-rate compensation equal to thirty (30) % of the estimated gross annual remuneration of the person is due.

Article 19: Subcontracting and assignment

The Provider may subcontract all or part of the services, while remaining responsible to the Client. Any assignment of the contract by one of the parties requires the prior written agreement of the other, except for internal restructuring operations.

Article 20: Reversibility and data return

At the Client's request and at the end of the contract, the Provider reasonably assists with reversibility: data export, repository transfer, documentation. Unless otherwise mentioned, these operations are billed on a time and materials basis. The Provider deletes the Client's data from its non-necessary environments, except legal obligations or contractual proof.

Article 21: Inter-company mediation

In case of dispute between the Provider and the Client, the parties undertake to try to find an amicable solution before any legal action.

The Provider and the Client may resort free of charge to the business mediator, under the auspices of the Ministry of Economy, Finance and Recovery, in case of a dispute related to the execution or interpretation of this contract.

The referral to the business mediator is made by either party by filling out the online form on the mediator's official website. The contact details and referral procedures are available on the Business Mediator's website.

This mediation process is confidential and does not suspend payment obligations or limitation periods.

Article 22: Applicable law and competent jurisdiction

These TCS are governed by French law. Any dispute relating to their formation, execution or interpretation and not resolved amicably will be submitted to the exclusive jurisdiction of the Paris Commercial Court, notwithstanding plurality of defendants or call in guarantee.

Article 23: Entry into force, update and acceptance

The version of the TCS applicable is the one in force on the date of acceptance of the quote by the Client. The Provider may update the TCS; the new version applies to quotes subsequent to its publication. Acceptance of the TCS is required for any order.