Terms and conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE

ARTICLE 1. PURPOSE OF THE CONTRACT

The purpose of this Contract is to define the technical and financial conditions under which the services (the "Services") are performed by the SERVICE PROVIDER for the CLIENT regarding the design and/or creation of a website (the "Website").

ARTICLE 2. PLANNING - DEADLINES - INFORMATION AND COLLABORATION OF THE PARTIES

2.1. Planning

Adherence to the planning assumes that the approvals, decisions, and documents to be provided by the CLIENT occur within the deadlines set by the SERVICE PROVIDER. Any delay attributable to the CLIENT results in an equivalent shift in the planning. The SERVICE PROVIDER may bill for additional time based on an accepted quote or on an hourly basis.

2.2. Validations

At the end of each stage, the CLIENT validates or expresses reservations. Any reorientation or modification outside the initial budget will be subject to an additional quote.

2.3. CLIENT's Collaboration

The CLIENT undertakes to provide the SERVICE PROVIDER with all the elements, content, accesses, and validations necessary for the execution of the Services. The CLIENT acknowledges that their active involvement is essential.

ARTICLE 3. OBLIGATIONS OF THE PARTIES

3.1. Obligations of the SERVICE PROVIDER

The SERVICE PROVIDER undertakes to:

  • perform the quality Services in accordance with the Contract;

  • request necessary information from the CLIENT;

  • appoint a Project Manager;

  • regularly inform the CLIENT of progress and any difficulties;

  • deliver a functional Website, accessible on the browsers and systems defined in the Mission Sheet.

⚠️ Exclusion: The SERVICE PROVIDER does not provide any maintenance, updates, or post-delivery support services unless a specific Application Management and Maintenance (AMM) contract has been concluded.

3.2. Obligations of the CLIENT

The CLIENT undertakes to:

  • provide all content (texts, photos, videos, music, etc.) and guarantees to hold the necessary rights for their use;

  • be solely responsible for the content integrated or broadcast via the Website;

  • cooperate in good faith and validate within the given deadlines;

  • appoint a Manager for coordination with the SERVICE PROVIDER.

ARTICLE 4. WEBSITE DEVELOPMENT PHASES

The Project takes place in four phases:

  1. Design (sitemap, specifications / wireframes),

  2. Graphic Creation (mock-ups validated by the CLIENT),

  3. Development and Integration (pre-production version, two-step acceptance testing, final validation),

  4. Go-live (30-day compliance check).

ARTICLE 5. ACCEPTANCE PROCEDURE

Each phase is subject to written validation by the CLIENT.
Tacit validations apply in the absence of a response within two weeks (or thirty days for going live).
Modifications outside the initial budget require an additional quote.

ARTICLE 6. PRICE AND PAYMENT TERMS

6.1. Overall Remuneration

The lump-sum remuneration is stated in the Quote. Payment is made according to the terms specified in this Quote.

6.2. Late Payment

Any delay results in:

  • immediate suspension of Services,

  • late interest at the legal rate,

  • a fixed indemnity of €40 for recovery costs (Art. L.441-6 of the Commercial Code),

  • possibility of taking the Website offline.

6.3. Additional Requests

Any service outside the scope (additional functionality, redesign, content additions, etc.) will be subject to an additional quote or billed on an hourly basis.

ARTICLE 7. INTELLECTUAL PROPERTY

The SERVICE PROVIDER transfers to the CLIENT, after full payment, all proprietary rights to the Website.
The rights of use, reproduction, editing, adaptation, and commercialization are transferred, worldwide, for the entire legal duration of protection.

ARTICLE 8. DURATION

The Contract takes effect upon signature and ends after full payment of all sums due.

ARTICLE 9. CONFIDENTIALITY

The documents and information exchanged under the Contract are confidential, with the exception of elements that have fallen into the public domain or are authorized in writing.

ARTICLE 10. WARRANTY AND LIABILITY

10.1. Warranty

The Website is guaranteed for 30 days from delivery for critical anomalies directly related to the SERVICE PROVIDER's developments.
Beyond this period, no debugging, correction, or update is included without subscribing to an AMM contract.

10.2. Liability

The SERVICE PROVIDER is bound by:

  • an obligation of result regarding the delivery of the Website in conformity with specifications,

  • an obligation of means regarding the quality and operational efficiency of the Website.

⚠️ The SERVICE PROVIDER excludes all liability for:

  • content provided by the CLIENT,

  • natural or commercial referencing,

  • sales or commercial performance,

  • extensions, applications or third-party services,

  • the consequences of a lack of maintenance.

The SERVICE PROVIDER's liability, for all damages combined, is limited to the total amount paid by the CLIENT under this Contract.

ARTICLE 11. REFERENCES TO THE CLIENT

Unless the CLIENT objects in writing before the Project launch, the SERVICE PROVIDER may use the achievements as a commercial reference (website, portfolio, presentations, etc.).

ARTICLE 12. TERMINATION

In the event of a serious breach not remedied within 15 days after formal notice, the Contract may be terminated automatically, without prejudice to any damages.

ARTICLE 13. ENTIRETY OF THE CONTRACT

These General Terms and Conditions, the Mission Sheet, and the Quote constitute the entire agreement. Any other document is unenforceable unless an amendment is signed by both Parties.

ARTICLE 14. APPLICABLE LAW AND DISPUTE RESOLUTION

This Contract is governed by French law.
In case of dispute:

  • for a CLIENT based in Europe, jurisdiction of the Paris Court;

  • for a CLIENT based in South America, jurisdiction of the Rio de Janeiro Court.

ARTICLE 15. CONTRACTUAL DOCUMENTS

The contractual documents are:

  1. this Contract (General Terms and Conditions),

  2. the Mission Sheet,

  3. the Quote.

In case of contradiction, the order of priority is as indicated above.