GENERAL TERMS AND CONDITIONS OF SALE AND USE (CGV/CGU)
SaaS Services (Website Rental) & Technical Maintenance
PREAMBLE
The Provider offers an integrated digital solution including design, hosting, maintenance, and the provision of proprietary web architecture as a service (SaaS). The Client expressly acknowledges that the service constitutes an indivisible contractual whole: the provision of the tool is inseparable from the hosting and maintenance services provided by the Provider.
ARTICLE 1 – DEFINITIONS
SaaS (Software as a Service): A software operating model where the Client uses a solution via the internet without owning the source code.
Solution/Site: All lines of code, database structures, and graphic designs made available.
Contents: Elements (texts, images, logos) provided by the Client to personalize their Solution.
ARTICLE 2 – OBJECT
These CGV aim to define the technical and financial conditions under which the Provider provides the Client with:
Access to a proprietary web solution in SaaS mode.
Hosting and securing of data.
Corrective and evolutionary maintenance of the service.
ARTICLE 3 – ACCEPTANCE AND ENFORCEABILITY
Any order or signing of a quote implies the Client's full and unconditional acceptance of these CGV. These take precedence over any other document, particularly the Client's general purchasing conditions.
ARTICLE 4 – LEGAL NATURE AND OWNERSHIP
4.1. No transfer: This contract is a service rental agreement. It does not involve any transfer of intellectual or technical property rights to the Client regarding the site structure, source code (HTML, PHP, CSS, JS), or the database architecture.
4.2. Usage License: The Service Provider grants the Client a personal, non-exclusive, and non-transferable right of use, limited to the duration of the contract.
ARTICLE 5 – DURATION AND COMMITMENT
The contract is concluded for a firm initial duration of 24 months.At the end of this period, it automatically renews for successive periods of 12 months, unless terminated by either party.
ARTICLE 6 – TERMINATION
6.1. Notice: Termination must be notified by registered letter with acknowledgment of receipt at least 3 months before the end of the current period.
6.2. Early Termination: In case of termination of the contract by the Client before the end of the initial period, or termination for fault (notably non-payment), the total remaining monthly payments until the expiration of the term become immediately due as a penalty clause.
ARTICLE 7 – FINANCIAL CONDITIONS AND DELAYS
7.1. Rates: Services are billed in the form of a monthly or annual subscription. The Service Provider reserves the right to revise its rates annually according to the Syntec index.
7.2. Delays: Any failure to pay on the due date automatically incurs penalties equal to 3 times the legal interest rate, as well as a flat fee of €40 for recovery costs (Article L441-10 of the Commercial Code).
ARTICLE 8 – SERVICE SUSPENSION
In case of payment delay exceeding 8 days, the Service Provider reserves the right to suspend access to the site and interrupt its public display, without this being considered a breach of contract on its part.
ARTICLE 9 – TECHNICAL ACCESS AND SECURITY
To ensure the integrity of its infrastructure, the Service Provider does not provide any FTP, SSH, or "root" administrator access to the Client. Access is strictly limited to the provided editing interface (Back-office).
ARTICLE 10 – INTELLECTUAL PROPERTY
From the Provider: Retains ownership of the software, algorithms, know-how, and original graphic creations.
From the Client: Retains ownership of the content (texts, photos) provided. The Client guarantees that they have the necessary rights to these elements and releases the Provider from any liability in case of third-party intellectual property disputes.
ARTICLE 11 – DOMAIN NAME
If the domain name is registered by the Provider, it is done in the name of the Client. At the end of the contract, the transfer of the domain name to the Client is permitted, subject to full payment of the amounts owed.
ARTICLE 12 – MAINTENANCE AND UPDATES
SaaS: Maintenance includes bug fixes and security updates.
Third-Party Sites: For services on sites not created by the Provider, the Provider cannot be held responsible for pre-existing flaws or incompatibilities related to updates of third-party plugins.
ARTICLE 13 – LIMITATION OF LIABILITY
The Provider is bound to a duty of means.Their liability is strictly limited to direct damages, excluding any loss of revenue, clients, or data. In any case, the amount of damages shall not exceed the total amount paid by the Client in the last 6 months of subscription.
ARTICLE 14 – REVERSIBILITY AND TERMINATION OF CONTRACT
Upon expiration of the contract, access to the service is terminated. The Provider agrees to return to the Client, upon written request within 30 days, all of their raw content (images, texts). Due to the proprietary nature of the solution, no export of the technical structure or web design will be provided.
ARTICLE 15 – APPLICABLE LAW AND DISPUTES
This contract is governed by French law. In the absence of an amicable agreement, any dispute relating to the interpretation or execution of these terms will be under the exclusive jurisdiction of the Commercial Court of the Provider's registered office, even in the case of multiple defendants or third-party claims.
