Terms and Conditions

• Client: The natural or legal person who orders the Contractor to perform Services.
• Contractor: The natural or legal person who undertakes to the Client to provide Services.
• Services: All work performed by the Contractor on behalf of the Client, including but not limited to consultancy, design, development, implementation, maintenance and support.
• Agreement: The agreement between the Client and the Contractor to provide Services.

Article 2 - Applicability

1. These General Terms and Conditions apply to all offers, quotations and Agreements between the client and contractor.
2. Deviation from these General Terms and Conditions may only be made in writing.
3. If any provision of these General Terms and Conditions is null and void or destroyed, the remaining provisions shall remain in full force and effect.

Article 3 - Quotes and formation of agreement

1. All quotes made by the Contractor are without obligation.
2. An Agreement is established by written acceptance of the quotation by the Client.
3. The contractor is entitled to refuse an order without giving reasons.

Article 4 - Prices and payments

1. The Contractor's prices include VAT and other taxes.
2. Payment must be made within 14 days of the invoice date.
3. If payment is not made on time, client shall be in default and Contractor shall be entitled to claim statutory interest.

Article 5 - Execution of the Agreement

1. The Contractor shall perform the Services with the care that may be expected of a good Contractor.
2. The Client is obliged to make available to the Contractor all information and materials required for the performance of the Services.
3. The Contractor is entitled to engage third parties in the performance of the Services.

Article 6 - Changes and cancellations

1. Amendments to the Agreement must be agreed in writing.
2. Client is entitled to cancel the Agreement. Cancellation shall be in writing.
3. Upon cancellation, the Client shall owe the Contractor:
   
   • * For cancellation up to 14 days before the start date of the Services: 25% of the agreed price.
   • * For cancellation between 14 and 7 days before the start date of the Services: 50% of the agreed price.
   • * For cancellation within 7 days before the start date of the Services: 100% of the agreed price.

Article 7 - Intellectual property

1. All intellectual property rights relating to the Services are vested in the Contractor.
2. Client acquires a non-exclusive licence to use the Services.

Article 8 - Liability

1. Contractor is liable for damage suffered by the Client as a result of an attributable failure in the performance of the Agreement.
2. The Contractor's liability shall be limited to direct damage and shall not exceed the agreed price.
3. The contractor shall not be liable for indirect damage, including consequential damage, loss of profit and damage due to delay.

Article 9 - Confidentiality

1. Both parties are obliged to keep confidential all confidential information received from each other in the context of the Agreement.

Article 10 - Applicable law and disputes

1. All Agreements between the Client and the Contractor shall be governed by French law.
2. All disputes that arising between Client and Contractor will be settled by the competent court in France

Article 11 - Location

1. These General Terms and Conditions have been filed with the Chamber of Commerce in Chalon-sur-Saone.

Article 12 - Disclaimer