Terms of sale

This English version is a courtesy translation. In the event of any discrepancy, the French version prevails.

Working draft: to be reviewed by a legal professional before going live.

1. Purpose and scope

These general terms of sale (the “Terms”) apply to the software design, development, audit and maintenance services provided by Gabin Goude, sole trader operating under the trading name Kairn Agency (SIREN 100 233 501, [address to be completed]), hereinafter “the Provider”, on behalf of business clients, hereinafter “the Client”. They take precedence over any other document, unless an exception is agreed in writing by both parties.

2. Quotes and orders

Each service is covered by a quote setting out the scope, price, timeline and payment schedule. The quote is valid for 30 days. The order becomes firm on receipt of the signed quote and of the first payment set out in the payment schedule.

3. Prices

Prices are firm and fixed for the scope described in the quote. They are stated in euros, excluding VAT. VAT not applicable, article 293 B of the French General Tax Code (CGI). Any request outside the scope is covered by an additional quote, which must be accepted before the work is carried out.

4. Payment terms

The payment schedule is set out in the quote; payment may be split into three instalments. Invoices are payable by bank transfer on receipt, unless a different deadline is stated in the quote. In accordance with articles L.441-10 and D.441-5 of the French Commercial Code, any late payment automatically incurs penalties at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, as well as a fixed indemnity of €40 for recovery costs. No discount is granted for early payment.

5. Timescales

The timescales stated in the quote run from receipt of the firm order and of the necessary materials supplied by the Client (content, access, approvals). Any delay by the Client in supplying these materials or in giving approvals pushes the timeline back accordingly.

6. Client's obligations

The Client undertakes to cooperate in good faith, to provide accurate information and to approve each stage within a reasonable time. The Client remains responsible for the content and data it provides and for their compliance with applicable regulations.

7. Delivery and acceptance

On delivery, the Client has 10 business days to report in writing any non-conformity with the scope of the quote. Reported defects are corrected free of charge. If no reservation is made within this period, or if the deliverable is put into operation, the delivery is deemed accepted.

8. Intellectual property

The economic rights to the source code and deliverables developed specifically for the Client are assigned to the Client upon payment of the price in full, worldwide and for the entire legal term of those rights. The Provider's generic components, tools and pre-existing know-how remain its property; the Client receives a non-exclusive, perpetual, free-of-charge licence to use them for the purposes of the deliverable. Open-source components remain subject to their respective licences. Unless the Client objects in writing, the Provider may cite the project as a reference.

9. Maintenance

Each MVP includes one month of free maintenance from go-live. Maintenance plans are taken out monthly, payable in advance, and may be terminated by either party with one month's notice. Enhancement hours included in a plan cannot be carried over from one month to the next. Acknowledgement times are expressed in business hours (Monday to Friday, excluding public holidays) and refer to the time taken to pick up a request, not the time taken to resolve it.

10. Liability

The Provider is under an obligation of means (best endeavours). Its liability may only be incurred for proven direct damage and is limited to the amount actually paid by the Client for the service concerned (or over the last twelve months, for maintenance). It cannot be held liable for indirect damage, nor for failures of third-party services (hosting providers, payment providers, app stores, external APIs).

11. Confidentiality

Each party undertakes to keep confidential any information about the other party that it learns in the course of the service, for the whole duration of the service and for two years after it ends.

12. Personal data

Where the Provider processes personal data on behalf of the Client, it acts as a processor within the meaning of article 28 of the GDPR. The parties then enter into a data processing agreement setting out each party's obligations.

13. Termination

If either party commits a serious breach that is not remedied within 15 days of a formal notice, the other party may terminate the contract. Services performed up to the date of termination remain payable.

14. Governing law and disputes

These Terms are governed by French law. The parties will seek an amicable solution before taking any legal action. Failing that, any dispute will be brought before the competent courts within the jurisdiction of Paris.