Applicable as of May 01, 2021 and subject to change without notice

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PREAMBLE

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The purpose of these General Terms and Conditions of Sale is to govern the terms and conditions

terms and conditions under which Vanara (hereinafter referred to as the

SERVICE SUPPLIER) provides its services to its customers. The present Conditions

General Terms and Conditions of Sale prevail over the commercial information displayed on the

www.vanara.fr, which may be modified at any time.

and without notice, or on any other conditions appearing in any other document.

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ARTICLE 1 - DEFINITIONS

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BETWEEN THE UNDERSIGNED :

1. Vanara, SAS, headquartered at 7 Allée de Chartres, 33000 Bordeaux,

registered in the Trade and Companies Register under identification number

897824538 RCS Bordeaux, represented by Yan Geyre in his capacity as Managing Director,

duly authorized ;

Hereinafter referred to as the "Service Provider".

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AND

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2. "CLIENT" refers to any natural person of legal age or legal entity,

requesting the services of the SERVICE SUPPLIER. The person or company signing the

these General Terms and Conditions of Sale (signature accompanied by the mention

ACCORDING to the estimate) guarantees payment of the invoice

even if it has to be drawn up in the name of a third party.

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ARTICLE 2 - PURPOSE AND SCOPE

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The SERVICE SUPPLIER offers website creation, development and redesign services.

internet, IT interventions on the Webflow CMS (website creation,

website installation, configuration and optimization) and maintenance.

On the quotation, the CLIENT is informed of the General Terms and Conditions of Sale.

can consult them at any time on the SERVICE SUPPLIER's website at

address https://www.vanara.fr/conditions-generales-de-vente/. As a result,

any order placed by the CLIENT on behalf of the SERVICE SUPPLIER implies

acceptance and without reservation of these General Terms and Conditions of Sale.

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ARTICLE 3 - DOMAIN NAME AND HOSTING

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Website creation or redesign services do not include the purchase of

domain name and excluding hosting, which are at the CLIENT's expense. The

SERVICE SUPPLIER may offer the CLIENT the option of contracting with its partner, but the

CLIENT is free to choose its supplier.

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ARTICLE 4 - RIGHT OF PUBLICITY

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4.1. References

The CLIENT authorizes the SERVICE SUPPLIER to quote its name and denomination.

as well as its URL, screenshots of its web pages, as a way of

references for commercial promotion of the SERVICE SUPPLIER.

In accordance with article 20 "Confidentiality" of these Conditions

the SERVICE SUPPLIER undertakes in all cases not to divulge any information

confidential information.

The CLIENT is hereby informed that a link to its site will be created from the

This will increase the company's visibility in the

search engines. The CLIENT may object to this measure by

simply by e-mail to the SERVICE SUPPLIER.

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4.2 Footer

The CLIENT agrees to include at the bottom of each page of its site

the discreet mention "Site created by Vanara", it being specified that this

mention must remain discreet.

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ARTICLE 5 - SPECIFICATIONS AND QUOTATION

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5.1. Specifications

The CUSTOMER is advised to provide the SERVICE SUPPLIER with a site specification.

internet site he wants to have made, and complete it in as much detail as possible.

Once approved by both parties, this specification will not be subject to any further changes.

modifications and will serve as the basis for the quotation drawn up by the SERVICE SUPPLIER.

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5.2. Website design or redesign" quote

The estimate is drawn up free of charge by the SERVICE SUPPLIER, either from the booklet

submitted by the CUSTOMER, or from exchanges between the CUSTOMER and

the SERVICE SUPPLIER, without obligation for the CLIENT, except in special cases.

mentioned in writing in the form of an e-mail to the CLIENT, in particular when the

quote requires research.

The quotation is sent by e-mail to the CLIENT in PDF format. Acceptance of the

quotation implies a good understanding of this document by the CLIENT.

The quotation is valid for one (1) month from the date of issue and is not binding on the customer.

CLIENT until the latter has confirmed acceptance of the proposed offer. After this period,

the SERVICE SUPPLIER is authorized to modify the price. Prices agreed verbally or

published on the www.vanara.fr website are only binding on the SERVICE SUPPLIER if they

have been confirmed by a written offer via PDF or e-mail.

In the event of acceptance, the CLIENT must print out the PDF quotation, sign it and date it.

and the handwritten words "GOOD FOR AGREEMENT". Any quotation signed by the CLIENT

is equivalent to an order form. The signed quotation must be sent by post to the following address

of the SERVICE SUPPLIER with payment of the deposit, by cheque or bank transfer, of a

50% of the total amount, unless otherwise specified in the quotation.

The quotation accepted and signed by the CLIENT is binding on both parties.

The SERVICE SUPPLIER reserves the right to refuse an order with a customer for the following reasons

in which there is a dispute concerning the payment of a previous order.

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ARTICLE 6 - CUSTOMER COMMITMENTS

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6.1. Providing access codes

The CLIENT undertakes to provide the SERVICE SUPPLIER with all the required information

to ensure the performance of the services provided for in the present contract, and in particular the

access codes to its hosting server so that the SERVICE SUPPLIER can

install and maintain the website.

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6.2. Content supply

The CUSTOMER undertakes to supply all text, images, video and sound elements.

the contract and to cooperate with the SERVICE SUPPLIER by providing

any document or information that may be requested by the customer.

SERVICE SUPPLIER.

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6.3. Content delivery times

The CLIENT undertakes to provide the SERVICE SUPPLIER with the following within one (1) month

after the date of acceptance of the offer, all the elements necessary for the

implementation of the accepted quotation.

After this deadline, the final invoice will be increased by 5% of its value.

total amount per three (3) months. For example, if the CLIENT

provides its elements four (4) months after the date of signature of the

The final invoice will be increased by 10%.

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6.4. Intellectual property rights

The CUSTOMER must ensure that he/she is the owner or has the necessary

the necessary authorizations for these elements communicated by him

as well as other documents of any kind supplied by it for reproduction on

its website and that the resources provided are not likely to cause any damage to the

infringe the rights of third parties.

The SERVICE SUPPLIER cannot be held responsible for any failure to

this clause.

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6.5. Active collaboration

The CLIENT undertakes to cooperate actively with the SERVICE SUPPLIER by providing it with

in a timely manner, the information and documents required for proper execution

of the contract. The SERVICE SUPPLIER may not be held liable in the event of delay

in the execution of the work due to the CLIENT's failure to comply with this commitment.

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6.6. Saving content

The CUSTOMER undertakes to retain all original copies of all resources

supplied to the SERVICE SUPPLIER, who shall not be held liable in the event of loss

if the website is modified by the SERVICE SUPPLIER or by any other person.

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6.7 Information Technology and Civil Liberties

The CLIENT undertakes to comply with the legal obligations applicable to it

concerning the processing of personal data it will be required to carry out at

from the website created by the Service Provider.

The CLIENT acknowledges having been informed by the SERVICE SUPPLIER of the following obligations

which applies to him in connection with the operation of his website (see

appendix 1).

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6.8. Payment

The CUSTOMER undertakes to pay the sums due on time and in accordance with the terms and conditions set out below.

indicated in the quotation accepted by it from the Service Provider.

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ARTICLE 7 - COMMITMENTS OF THE SERVICE PROVIDER

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In the performance of the contract, the SERVICE SUPPLIER undertakes to :

- Design and launch the website in accordance with the specifications

accepted by the CLIENT ;

- Take the necessary care to provide a quality service;

- Keep the CLIENT regularly informed about the progress of the contract;

- Preserve the confidentiality of all information and documents

it may hold as a result of the performance of the present contract

in accordance with article 20 of these General Terms and Conditions of Sale.

sales ;

- To ensure the confidentiality of hosted information and not to

communicate to any third party, even if the present contract comes to an end

or is terminated.

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ARTICLE 8 - ORDERING

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8.1. Conclusion of contract

The contract is deemed to have been concluded on receipt of the quotation signed by the CLIENT.

with the handwritten mention "GOOD FOR AGREEMENT" and the deposit. The beginning

of the work will only begin once the deposit has been received.

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8.2. Choice of design (graphic appearance of the site)

Once the order has been placed by the CLIENT, the SERVICE SUPPLIER offers the CLIENT a

design in line with the specifications or according to the project detailed by the

CLIENT during discussions with the SERVICE SUPPLIER. The choice of design is made

in consultation with the CLIENT. Any subsequent change may be subject to

an estimate of the additional time required for research and

modifications to content already integrated. Positioning the various elements

is subject to the characteristics of the design chosen by the CLIENT, who must ensure that

that it meets its present and future needs.

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8.3 Installation on the hosting server

The SERVICE SUPPLIER installs the database directly on the servers

provided by Webflow or, in the case of a site redesign, on a temporary server

while the website is being created, and then on the CLIENT's server.

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8.4 Content integration

The SERVICE SUPPLIER carries out the design development, the implementation of

the tree structure and the integration of texts, images, videos, etc. supplied by the CLIENT.

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8.4.1. Le CLIENT est tenu de relire très attentivement ses textes avant de les

transmit to the SERVICE SUPPLIER (spelling, capitalization, singular/plural),

turns of phrase...). On delivery of the website, if the modifications

requested by the CUSTOMER on the texts, the SERVICE SUPPLIER will

reserves the right to charge a pro rata surcharge for overtime.

after notifying the CLIENT by e-mail.

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8.5. Extensions and plugins

The SERVICE SUPPLIER integrates the necessary extensions in accordance with the specifications.

(forms, slideshows, preparation for referencing, etc.). From

premium extensions under paid license can be used. These are made available

by the SERVICE SUPPLIER, for the duration of the contract.

maintenance contract, but they remain the property of the SERVICE SUPPLIER. Any stoppage of the

maintenance contract automatically entails the withdrawal of licences belonging to the

SERVICE SUPPLIER. The versions of the installed extensions are recent.

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8.6. Delivery and completion of work

The SERVICE SUPPLIER will inform the CLIENT by e-mail when the website goes online.

The e-mail will indicate completion of the work.

For fifteen (15) days following the launch of the website, the CUSTOMER may

request minor modifications to the content of the site, i.e. the slight

text modifications (spelling mistakes, word changes, etc.)

sentences, etc.). Larger changes such as adding paragraphs

will be invoiced again.

After the delivery date initially set out in the calendar, the final invoice will be issued.

will be reduced by an additional 5% of its

total amount in increments of three (3) months. For example, if the

SERVICE SUPPLIER delivers the website (4) months after the date agreed in the

the schedule, the final invoice will be reduced by 10%.

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ARTICLE 9 - WITHDRAWAL PERIOD

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9.1. Professional customers

The withdrawal period is not mandatory between professionals.

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9.2 Individual customers

The withdrawal period applies to "individual" customers,

natural persons who do not have a SIREN/SIRET number and who are

call upon the SERVICE SUPPLIER in a personal capacity.

In this case, the CLIENT has a cooling-off period of fourteen (14) days.

working days from acceptance of the offer. The day, which serves as the

does not count. If the time limit ends on a Saturday, Sunday or

a public holiday, it is extended to the next working day.

This right of withdrawal can be exercised by sending a letter to the SERVICE SUPPLIER in

with acknowledgement of receipt and entitles the CLIENT to the

reimbursement of sums already paid by the customer within fourteen (14) days.

days from receipt of notice.

After this withdrawal period, the order can no longer be cancelled and the

interest at the current legal rate.

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ARTICLE 10 - ORDER MODIFICATION OR CANCELLATION

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Any modification or cancellation of the service by the CLIENT will give rise to a fee.

confirmation e-mail from the SERVICE SUPPLIER.

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10.1. Modification

The service includes only the services specified in the quotation and

approved by the CLIENT. No quotation may be modified without the express agreement of

of both parties. Any subsequent modification or addition to the quotation

will be the subject of a new estimate and/or a new invoice.

Any modification of the quotation requested by the CLIENT and approved by the

The SERVICE SUPPLIER may be subject to additional delivery times.

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10.2. Cancellation (excluding maintenance service)

In the event of cancellation of the SERVICE SUPPLIER's services by the CLIENT after the

and receipt of the quotation/order form and before the start of the

work, a percentage amounting to 20% of the total invoice amount will be

for damages and compensation for services rendered.

In the event of cancellation of the SERVICE SUPPLIER's services by the CLIENT during the

completion of the work, the SERVICE SUPPLIER reserves the right to retain an amount

in proportion to the work performed.

If the cancellation of an order or breach of contract is caused by the SERVICE SUPPLIER

and do not result from a case of force majeure (Internet network outage, hacking of the

system of the SERVICE SUPPLIER, disability, serious illness,...) and if the reasons for the cancellation

are not binding on the CUSTOMER (unlawful behaviour, non-payment, etc.), the

SERVICE SUPPLIER undertakes to transfer to the CLIENT all sums received within

a period of fourteen (14) days from the declaration of cancellation or breach.

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ARTICLE 11 - DELIVERY TIMES

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11.1. Planning

The duration of the service will be assessed during the preliminary study,

with, if possible, a schedule mutually agreed upon by the parties during the

the specifications phase.

Any modification made by the CLIENT after the signature of the

and resulting in higher costs and longer lead times.

delivery times will be subject to re-evaluation.

The delivery times indicated on the www.vanara.fr website are given for information purposes only.

For guidance only and based on experience. The SERVICE SUPPLIER undertakes to comply with the

schedule agreed with the customer for the creation of the website and to inform

the CLIENT of the progress of the work.

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11.2. Delay in delivery

The delivery time depends not only on the SERVICE SUPPLIER but also on the CLIENT.

to whom it is up to supply the elements necessary for carrying out the work

(documents, access codes to the hosting server, etc.). The SERVICE SUPPLIER

declines all responsibility in the event of delays caused by the CLIENT as a result of

insufficient or late transmission of these elements.

The SERVICE SUPPLIER reserves the right to suspend any order in the following cases

waiting for the CLIENT's elements to be included in the framework, without

this shall not constitute grounds for cancellation of the order.

In the event that the CLIENT takes an abnormally long time to provide the

necessary for the proper performance of the contract, the SERVICE SUPPLIER reserves the right

the right to issue an interim invoice for work already completed.

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11.3 "Update" quotation

In the case of an update estimate requested by the CLIENT, such as the addition of

texts, pages or articles, the SERVICE SUPPLIER will intervene within a period of

five (5) working days after receipt of items, except in the event of closure

exceptional circumstances, notified to the CLIENT in advance by e-mail. All updates are to be

to be paid before work begins, with the invoice issued to

completion of the work.

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ARTICLE 12 - WARRANTY

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The warranty only covers the services described in the contract/quotation.

signed and accepted by the CLIENT.

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12.1. Order verification

The CUSTOMER must check that its website is working properly as soon as it is put into

official line and transmit to the SERVICE SUPPLIER any non-conformities and/or

malfunctions.

The SERVICE SUPPLIER undertakes to remedy any operating problems resulting from

non-conformity, faulty design or poor execution of the contract.

its services.

However, the SERVICE SUPPLIER's warranty obligation is excluded in the following cases

of the following malfunctions:

- following an intervention by the CLIENT or a third party other than the SERVICE SUPPLIER on

the website ;

- corresponding to a non-liability clause in the present

Conditions of Sale ;

- as a result of negligence, faulty management or maintenance by the CLIENT.

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12.2. Warranty period

The CLIENT has one (1) month from the official publication of his or her

website,

and/or the delivery of an ancillary service, to invoke the present warranty.

in the event of non-conformity and/or malfunction.

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ARTICLE 13 - MAINTENANCE CONTRACT

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13.1. Scope of application

The CLIENT acknowledges having verified the suitability of the service for its needs and having

received from the SERVICE SUPPLIER all the information and advice it required.

necessary to subscribe to this site maintenance agreement.

internet with full knowledge of the facts.

Maintenance only covers updates to installed products and does not include

the website whose domain names are specified in the contract.

Maintenance includes :

- regular updates of the Webflow CMS, as well as extensions to

their latest version ;

- basic database optimization ;

- page and database backup ;

- any preventive measures deemed necessary by the SERVICE SUPPLIER

to guarantee the stability, coherence and security of the site without having to

obtain the CLIENT's prior consent.

Maintenance does not include :

- modifications or additions to pages, articles, texts, images, videos,

sounds, etc. ;

- optimization of the image bank: the CLIENT is obliged to remove

the media in several copies, which he will have inserted himself and

check that he has named each media item correctly (without accents);

- solving problems caused by improper handling by the CUSTOMER;

- solving problems following the addition of extensions by the CUSTOMER;

- solving security problems such as malicious intrusions

third parties, theft and possible misappropriation of passwords, hacked site

or pirated,...

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13.2 Intervention procedures

When the maintenance contract is taken out by the CLIENT, the SERVICE SUPPLIER

visit the administration area of its site at least once (1) a month

to carry out preventive checks. Updates included

will be carried out at the most appropriate time, as judged by the

SERVICE SUPPLIER and in the interest of the CLIENT's website.

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13.3. Premium licenses

Any premium license, theme and/or extensions, made available to the

by the SERVICE SUPPLIER, remains the property of the SERVICE SUPPLIER for the period

maintenance contract.

Any termination of the maintenance contract by the CLIENT or the SERVICE SUPPLIER entails

automatically removes premium extensions and/or their license keys.

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13.4. Contract duration and renewal

The maintenance contract is concluded for a period of one (1) year and is not renewable.

automatically renewable on expiry. At the end of the contract, the

SERVICE SUPPLIER reserves the right to propose a new quotation with its

or not to renew the contract. The CLIENT is not

under no obligation to renew a maintenance contract with the SERVICE SUPPLIER.

In order to renew the contract, the SERVICE SUPPLIER will notify by e-mail the

CUSTOMER on the anniversary date of the renewal according to the following schedule:

- 1st booster: D - 15 days

- 2nd call-back and maintenance closure: day D

- Maintenance shutdown: D + 15 days

This notification will be made by e-mail only and will be addressed to the contact of

invoicing (e-mail address to be kept up to date, under the CLIENT's responsibility).

It is the CLIENT's responsibility to request renewal with sufficient notice of

that the payment is effectively received by the SERVICE SUPPLIER before

expiry of the previous maintenance contract.

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13.5. Termination of maintenance service

The maintenance contract may not be terminated before expiry of the term, at the initiative of

the consent of the other party, except in cases of force majeure.

In the event of mutual agreement to terminate the contract, the CLIENT cannot claim

reimbursement by the SERVICE SUPPLIER of sums already paid.

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13.5.1. Default of payment

Failing full payment of the renewal price set out in the tariff, the

SERVICE SUPPLIER will not be able to carry out the renewal requested by the CLIENT. The

CUSTOMER will receive an e-mail notification of maintenance closure on the following date

anniversary. Final maintenance shutdown will take place on D + 15.

days after the anniversary date of the renewal and the CLIENT will receive an e-mail

to inform him of the cessation of maintenance due to non-payment.

If the CUSTOMER wishes to reactivate maintenance after D + 15 days, a surcharge will be applied.

for service interruption will be applied. The maintenance contract will be

service, once all sums received by the SERVICE SUPPLIER (price of the contract

plus a service interruption surcharge).

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13.5.2. Force majeure

In the event of force majeure under the terms of article 19 of the

the present General Terms and Conditions of Sale, either party may terminate the

the maintenance contract.

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13.5.3. Non-compliance with the CLIENT's obligations

The CLIENT's failure to comply with the responsibilities stipulated in article 17 of the

the present General Terms and Conditions of Sale, shall entail the right for the

SERVICE SUPPLIER to immediately and without prior notice interrupt the

services of the CLIENT and to immediately terminate the contract by operation of law.

maintenance, without prejudice to the right to claim any damages to which the

SERVICE SUPPLIER could claim. In such cases, the CLIENT may not

claim reimbursement from the SERVICE SUPPLIER of sums already paid.

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13.5.4. At the SERVICE SUPPLIER's initiative

The SERVICE SUPPLIER may terminate the contract at the end of its term by registered letter.

with acknowledgement of receipt, subject to two (2) months' notice prior to the date of cancellation.

anniversary date, without justification and without right to compensation. The CLIENT shall not

will be entitled to reimbursement of sums already paid.

If the SERVICE SUPPLIER terminates the contract following non-compliance with the obligations of the

the SERVICE SUPPLIER, the SERVICE SUPPLIER reserves the right to

right to sue the CUSTOMER to obtain full compensation for this loss and

including the reimbursement of damages, penalties, expenses, fees, etc.

by the SERVICE SUPPLIER.

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13.6. Updating personal data

The CLIENT undertakes to inform the SERVICE SUPPLIER of any change concerning its

situation (in particular change of address, electronic or other...) at the latest in

the month of the change, except for the change of e-mail address, for which

the modification must be transmitted within 48 hours of its use.

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ARTICLE 14 - NON-SUBSCRIPTION TO THE MAINTENANCE SERVICE

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14.1 Scope of application

If a maintenance contract is not taken out or renewed by the CLIENT, the responsibility

of the SERVICE SUPPLIER concerning the maintenance of the website is excluded.

Updates to the Webflow CMS and any modules installed on the website

become the CLIENT's responsibility. Since the CLIENT becomes the sole

administrator of his website and that he can make mistakes, the stability of the

website is not guaranteed over time.

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14.2. Premium licenses

The CLIENT may be required to purchase premium licenses and plug-ins.

used to carry out their own updates on the one hand, and on the other,

ensure compatibility with the latest versions of Webflow.

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14.3. Passwords

Once the contract is completed and the website is online, and only if a

maintenance contract is not taken out, the CLIENT is recommended to modify the

passwords that give access to its site. The SERVICE SUPPLIER declines all responsibility

in the event of damage suffered if the CLIENT has not changed his access codes.

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14.4 Intervention following a technical problem

If no maintenance contract has been signed by the CLIENT and in the event of

technical problems or if the site has to be re-installed on the

hosting server, a new quote will be drawn up by the SERVICE SUPPLIER for

solve and repair the problem. The CLIENT will be free to accept this estimate

or choose another supplier.

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ARTICLE 15 - SITE MANAGEMENT BY THE CUSTOMER

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15.1 Basic training

At the CLIENT's request, the SERVICE SUPPLIER is able to provide the CLIENT with a

basic training in website management. This training is designed to

the CLIENT to add articles and pages to his site and/or to carry out other

text modifications, add/remove photos, etc... Under no circumstances will this

This course does not claim to provide complete training in the creation and management of a business.

or programming languages.

Any basic training provided for in the initial quotation must be carried out by the

CLIENT within three (3) months of delivery of the website. To the

at the CLIENT's request, the SERVICE SUPPLIER may subsequently propose other

additional training courses on request.

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15.2. Limits of liability

The SERVICE SUPPLIER has no obligation to check the modifications

the website by the CLIENT or by any other person who is not a

not working for the SERVICE SUPPLIER.

The CLIENT, or the person designated by the CLIENT, administering the website by adding

of pages, articles and media is responsible for keeping the

media. In particular, the CUSTOMER must delete multiple images

or unused. In order to guarantee a stable backup of the

website, the CUSTOMER shall in particular take care not to name the images

with accents. The CUSTOMER has an obligation of self-control on the modifications.

that it provides on the website. The SERVICE SUPPLIER will not under any circumstances

responsible for loss of data due to negligence on the part of the CLIENT.

In the event of malfunctioning of the website due to improper handling by

from the CLIENT, the SERVICE SUPPLIER will automatically invoice the CLIENT for the hours of

necessary to restore the proper functioning of the system.

of the site.

The SERVICE SUPPLIER declines all responsibility for the proper maintenance of the site.

if the CUSTOMER updates Webflow, the theme and/or the website itself.

the plugins used. Should the website be damaged in any way as a result of

the CLIENT's intervention, the SERVICE SUPPLIER will issue a corresponding invoice.

the work needed to restore the website.

The CUSTOMER who intervenes on the source code does so at his own risk and peril.

The SERVICE SUPPLIER cannot be held responsible for site malfunctions.

The SERVICE SUPPLIER declines all responsibility in the event that the interventions of

were to prove impossible to carry out due to the seriousness of the

damage resulting from modifications made by the CLIENT to the website.

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ARTICLE 16 - PRICES AND PAYMENT

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16.1 Basic VAT exemption

Declared under the SAS regime, the SERVICE SUPPLIER's services are not subject to the

VAT (VAT not applicable, article 293B of the French General Tax Code). Quotations and invoices issued by

The SERVICE SUPPLIER's fees are therefore net of taxes, and nothing needs to be added to them.

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16.2. Scope of application

In return for the services mentioned in the quotation accepted by the CLIENT,

the latter undertakes to pay the SERVICE SUPPLIER the amount of the rates specified on the

estimate. The CLIENT is solely responsible for payment of all sums due.

due under the SERVICE SUPPLIER's service contract.

Service prices may change at any time, except for quotations.

accepted and returned to the SERVICE SUPPLIER. Rates used as a basis for invoicing

are unit prices.

For annual maintenance contracts, the CUSTOMER is informed of

new rate in the 1st renewal notification e-mail, sent thirty (30) days before the renewal date.

days before the anniversary date. The CLIENT is free to renew the contract or not.

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16.3. Methods of settlement

The professional or non-professional CUSTOMER must pay the price according to the specifications.

by bank transfer to the SERVICE SUPPLIER's account.

Any dispute or reservation relating to an invoice must be notified to

SERVICE SUPPLIER at the latest within five (5) days of its receipt.

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16.4. Terms of payment

The quotation specifies the following payment terms:

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16.4.1. Website creation or redesign

Upon acceptance of the services, the CLIENT will complete and sign the quotation, which will specify

acts as an order form. Unless otherwise indicated in the accepted quotation

by the CLIENT, Payment terms are as follows:

- 50% deposit on order

- The balance to be paid within ten days of the website going online.

(10) days.

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16.4.2. Maintenance

- Payment before expiry of previous maintenance contract ;

- It is up to the CLIENT to request the renewal of the maintenance of his

website with sufficient lead time so that payment is effectively

received by the SERVICE SUPPLIER before expiry of the previous maintenance period.

Any incident and/or delay in payment on the due date will result in suspension of

services following reminders from the SERVICE SUPPLIER.

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16.4.3. Ancillary services, "update" quotation

- Payment at the time of order, before the quotation is issued.

work.

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16.5. Transfer of ownership

The work carried out remains the sole property of the SERVICE SUPPLIER until payment has been made.

of the corresponding invoice. The transfer of ownership from the SERVICE SUPPLIER to

the CUSTOMER takes effect upon payment of the remaining balance due by the CUSTOMER.

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16.6. Late payment

Any delay in payment on the due date fixed on any invoice from the SERVICE SUPPLIER,

will automatically incur late payment penalties equal to the fixed annual rate of 5% of the

invoice amount.

The starting date for late payment penalties is the day after the due date.

The end point for calculating penalties is the date of settlement of the

the invoice. The CLIENT must pay late penalties at the same time as the invoice.

payment of the invoice. Late payment penalties are due and are

if the CLIENT has not paid the invoice by the due date.

the due date. The SERVICE SUPPLIER does not have to inform the CLIENT of the application and

late payment penalties are automatically applied.

Any professional CUSTOMER in arrears of payment is liable to

from the SERVICE SUPPLIER of a fixed indemnity for collection costs of 40 euros

in addition to late payment penalties. In the event that the collection costs incurred

the amount of the lump-sum penalty, the SERVICE SUPPLIER will be entitled to

request additional compensation upon justification.

The SERVICE SUPPLIER rightfully reserves the right to suspend work in the event of

until the unpaid invoice has been settled in full, without this non-performance

is attributable to it.

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ARTICLE 17 - LIABILITY

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17.1. Scope of application

The CLIENT alone is "responsible" for its website, and this applies from the moment it is set up.

line. The SERVICE SUPPLIER's liability will therefore be entirely

from delivery of the website, subject to any non-conformities and defects.

of any malfunctions detected in accordance with the procedures set out in

Article 12 of these General Terms and Conditions of Sale.

The CLIENT is the owner of the website and is free to manage the content and

administration. The CLIENT declares that it accepts the characteristics and limits of

the Internet and recognizes in particular the following points: data circulating on the

the Internet are not protected, in particular against possible misappropriation. The

the SERVICE SUPPLIER cannot be held responsible for any problems that may arise.

related to hosting, referencing and the reliability of data transmission.

data, access times and website loading speed.

The SERVICE SUPPLIER will perform its services in compliance with the rules of the trade by

used in the profession.

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17.2. Website content

The CLIENT is solely responsible for the words and content of its website, for

all information provided, its use and updating,

as well as all files, especially address files. Consequently, the

The SERVICE SUPPLIER shall not be held responsible for the content of the information.

transmitted, disseminated or collected, their use and updating, as well as

any files, particularly address files, for any purpose whatsoever.

Before transmitting a graphic or textual element to the SERVICE SUPPLIER for the

performance of the contract, the CLIENT must ensure that it has all the necessary

rights of reproduction and use of this element. The sole responsibility of

CLIENT is committed in this respect.

The CUSTOMER is civilly and criminally responsible for the morality, respect of

laws and regulations, in particular with regard to the protection of minors and respect

of the human person, his or her personal data and the rights of

intellectual property rights, as well as all other rights of third parties.

communicated data. The CLIENT undertakes to comply with the following universal principles

use of the Internet.

The CUSTOMER undertakes not to offer any pages, texts, images, sounds, videos or other content on the site.

other animations that do not comply with French legislation. The CLIENT undertakes not to

use hypertext links to sites or pages that are contrary to the provisions of the

French or international laws or that may harm the SERVICE SUPPLIER's image.

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17.3. Legality

The CUSTOMER must not, in any way whatsoever, for example by using

advertising banners, infringe the law, public order or public decency

and/or third-party rights (trademark law, copyright, protection of minors, etc.),

database protection, etc.). In particular, the CLIENT undertakes not to

offer pornographic content, nor offer or allow to be offered

commercial services of a pornographic and/or erotic nature, or

manifestly illicit or prejudicial to public order (violence, incitement to hatred, etc.).

racial discrimination, supply of products or services strictly prohibited in the territory, etc.).

The SERVICE SUPPLIER declines all legal and moral responsibility if the CLIENT has deceived the SERVICE SUPPLIER.

SERVICE SUPPLIER as to the future content of the site contrary to good morals or content

illegal, either during or after the mission. If a CLIENT orders such a service

without the SERVICE SUPPLIER's knowledge, the SERVICE SUPPLIER reserves the right to disclose any

information to the police and the courts. The CLIENT will be required to pay an immediate

contractual penalty of EUR 3,800 (three thousand eight hundred) per violation observed, this

payment is not exclusive of a legal claim for damages. It

it is specified that the CLIENT will have to pay as many times the penalty as the number of

violations. The CLIENT shall be obliged to remove without delay

any reference to the SERVICE SUPPLIER on its website.

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17.4. Indirect losses

Under no circumstances may the SERVICE SUPPLIER be held liable for any damage caused by

indirect damage, such as financial or commercial loss, loss of profit, loss of business

orders, loss of data, loss of earnings, damage to brand image,

loss of profits or customers (e.g. inappropriate disclosure of information)

(e.g. confidential information about them as a result of system malfunctions or hacking).

The SERVICE SUPPLIER shall not be held liable for any loss or damage

resulting from temporary or permanent, partial or total unavailability of our products.

of an e-commerce store.

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17.5 Legal information

The SERVICE SUPPLIER may not be held liable in the event of

failure by the CUSTOMER to comply with legal and regulatory authorizations, in particular

with regard to data processing.

The drafting of "legal notices", "conditions of use", "terms of use", "terms and conditions", etc.

general terms and conditions of sale" (...), in the same way as any content that does not fit

not within the scope of the contract. Under no circumstances shall the SERVICE SUPPLIER's liability

shall not be held liable for any failure or omission to put online

contractual content by the CLIENT.

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17.6. Data protection

The SERVICE SUPPLIER declines all responsibility in the event of malicious intrusions by third parties.

on the website and/or in the CUSTOMER's electronic mailboxes; theft and fraud.

possible misuse of passwords, confidential codes, and more generally

any information of a sensitive nature for the CLIENT; contamination by viruses

data and/or software of the CLIENT (it is reminded that the protection of these

is the CLIENT's responsibility); damage to the CLIENT's equipment,

the SERVICE SUPPLIER has no intervention to make on them.

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17.7. Interruption for maintenance

As part of a maintenance service, the SERVICE SUPPLIER reserves the right to

temporarily interrupt access to the website without entitlement to compensation.

However, the SERVICE SUPPLIER undertakes to use all the means at its disposal to

to minimize this type of interruption. The SERVICE SUPPLIER is not responsible for

loss of income due to service interruption or failure.

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17.8. Limits of liability: theme and plugins

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17.8.1. The SERVICE SUPPLIER's products use software developed by

third parties such as Webflow, plugins, a free or premium theme. Under no circumstances,

the SERVICE SUPPLIER may not be held responsible for any anomalies, bugs or

of these tools, which remain the responsibility of their owners.

authors, as well as any associated services (social networks...),

etc...). Webflow and module updates are the responsibility of

CUSTOMER, unless the latter has subscribed to a maintenance contract.

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17.8.3. The SERVICE SUPPLIER shall bear the initial costs inherent in the topic and

premium plugins under paid license. The renewal of these licenses is

normally included as part of an annual maintenance contract, with the exception of

subsequent changes to the terms and conditions of sale of the theme supplier or the

plugin, resulting in an excessive increase in annual subscription fees. In

these conditions, the SERVICE SUPPLIER will not renew the licence concerned and will not

be held responsible. The CLIENT, informed by the SERVICE SUPPLIER of the

supplier's sales changes, will be solely responsible for renewing, at its own expense

the license(s). In any event, the SERVICE SUPPLIER may propose to the CLIENT

a new quote for the installation of another theme or plugin.

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17.9. Limits of liability: Internet and ISPs

The SERVICE SUPPLIER cannot be held responsible for any loss of data on the

hosting servers. However, the SERVICE SUPPLIER undertakes to make every effort

to secure the CLIENT's data within the limits of its field of action.

This is an obligation of means, not of results.

The SERVICE SUPPLIER shall not be held liable for the total or partial failure

of an obligation on the part of the CLIENT and/or a failure of the operators of the

transmission networks to the Internet world, and in particular its (their)

access providers. In this respect, the SERVICE SUPPLIER informs the CLIENT that its

services are independent of other technical operators, and that its

cannot be held liable for their failure.

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17.10. Damages and interest

The CUSTOMER undertakes to take responsibility for any claim and/or procedure whatsoever.

form, subject matter or nature that may be brought against the SERVICE SUPPLIER and which

would relate to the CLIENT's obligations under the present contract.

In any event, the amount of any damages that may be awarded to

the SERVICE SUPPLIER's liability, if any, shall be limited to the sum of

amount of sums actually paid by the CLIENT to the SERVICE SUPPLIER for

or invoiced to the CLIENT by the SERVICE SUPPLIER, or to the amount

amounts corresponding to the price of the service, for the part of the service for

for which the SERVICE SUPPLIER has been held liable. Will be taken into account

consideration the lower of these amounts.

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ARTICLE 18 - INCAPACITY FOR WORK

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The SERVICE SUPPLIER must notify the CLIENT on the first working day

of its incapacity.

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ARTICLE 19 - FORCE MAJEURE

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19.1. Scope of application

All circumstances constituting force majeure within the meaning of the provisions of

article 1218 of the French Civil Code are considered as grounds for exoneration from

obligations of the parties and result in their suspension.

The party invoking the above-mentioned circumstances must notify

the other party immediately of their occurrence, as well as of their disappearance.

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19.2 Force majeure and liability

Neither party shall be liable to the other for the failure of the

non-performance or delays in the performance of an obligation under the contract which would be

due to the fault of the other party following the occurrence of a case of force majeure.

major.

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ARTICLE 20 - CONFIDENTIALITY

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In the context of the performance of the contract, the Parties may be required to

communicate confidential information.

The Parties hereby undertake a reciprocal and general obligation to

confidential information they receive from third parties.

the other Party.

The Parties undertake not to use, disclose or reveal any information

to any person or entity (or any information derived therefrom).

for any reason other than the performance of the Contract.

For the purposes of this article, "confidential information" means any

information of a financial, commercial, technical or legal nature relating to a Party,

communicated by the other Party, whether in writing, digitally or by e-mail.

verbally marked "confidential" or "private property", or which is

clearly of a confidential nature or the private property of the transmitting Party.

Confidential information includes, but is not limited to

know-how, trade secrets and commercial secrets,

data, databases, patentable and non-patentable knowledge, and

written or printed documents, models, information on the situation, etc.

financial.

However, the Parties may not object to the communication of such information.

to a third party if disclosure is required under applicable law, or

a decision of a court or any other competent authority, in particular in the case of

request from the administration, or subject to the express mutual consent of

notified in writing by the Parties.

In any event, upon termination of this Contract for any reason whatsoever,

each Party undertakes to return to the other, without delay, all information

confidential information it may have in its possession and not to keep any copies.

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ARTICLE 21 - INTELLECTUAL PROPERTY

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The intellectual property of the creations made by the SERVICE SUPPLIER as part of the

contract is transferred to the CUSTOMER upon receipt and collection of the actual and due payment.

of the service. The transfer thus effected includes all rights

exploitation of the creations concerned. In this respect, the SERVICE SUPPLIER guarantees the CLIENT

against any claim made by a third party against the latter concerning

the creations thus created by him.

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ARTICLE 22 - APPLICABLE LAW AND JURISDICTION

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These General Terms and Conditions of Sale are governed solely by French law.

In the event of a dispute arising out of the contract, any disagreement relating to the

its interpretation, performance or validity, and possibly after an attempt to

solution, will be subject to the exclusive jurisdiction of the courts.

Bordeaux Commercial Court (33).

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