General Terms and Conditions of Sale

The term "Service Provider" refers to the company Ts-Services, a limited liability company (SARL) with share capital of €500, registered in the Thonon-les-Bains Trade and Companies Register under number 893960773, with registered office at 10 rue de Duclus, Cluses (74300), France. The Service Provider is a company specialising notably in website creation, web software consultancy and development, and real estate gateways.

The term "Client" refers to any legal entity or natural person who has engaged the services of the Service Provider.

The term "Third Party" refers to any natural or legal person who is not a party to these General Terms and Conditions of Sale ("GTC").

These GTC are intended to define the rights and obligations of the Parties when services are performed by the Service Provider for the Client in the context of its activities.

These General Terms and Conditions of Sale apply to any contract concluded between the Service Provider and the Client, in the context of the provision of services (the "Services") as defined in the quotation validated by the Client. Services are provided remotely.

In the event of any conflict between the provisions of the quotation and these GTC, the relevant provisions of the quotation shall prevail over the GTC.

These GTC apply only to professionals, to the exclusion of consumers. As such, the Client acknowledges having the status of a professional, in accordance with applicable consumer law provisions.

The Service Provider reserves the right to modify these GTC, the Services and the rates at any time and without notice. These modifications will have no impact on orders in progress.

Unless otherwise agreed in the quotation, the Contract is deemed to be formed and takes effect between the Parties on the date the quotation is signed by the Client or upon payment of a deposit or the full amount of the service.

No change or modification to the Contract, in particular regarding the characteristics of the Services, will be taken into account unless it has been accepted in writing by the Service Provider. This provision cannot be replaced by a verbal agreement.

Delivery times for the Services are communicated to the Client as an indication only. Delivery times are not guaranteed by the Service Provider and do not trigger any obligation to pay compensation or late penalties. Moreover, execution timelines only begin to run from the moment the Client has provided all the elements necessary for the performance of the service.

The Client expressly declares having received from the Service Provider all the information and advice necessary for the performance of the Services.

To enable the Service Provider to carry out its mission, the Client undertakes to:

• Collaborate closely with the Service Provider and provide all information, documentation, services and useful means for the performance of the Services.
• Establish a detailed specification that will no longer be modified, except by agreement of the Parties, after it has been approved by the Service Provider.
• Submit the quotation to the Service Provider (dated, signed and stamped).
• Provide all documentary, graphic and textual elements necessary for the proper performance of the Contract in the correct usable formats.
• Hold all necessary rights to the elements provided.
• Pay the amounts due to the Service Provider within the timescales predefined in the quotation and in these GTC.
• Before each intervention by the Service Provider, carry out all backup procedures necessary to protect and save their data, programmes and computer files.
• Be solely responsible for the laws and regulations applicable to the Services, in particular with regard to the protection of intellectual property rights, legal notices, personal data protection, protection of minors (if applicable) and consumer law (if applicable).

In the context of these GTC and the performance of the Services, the Service Provider undertakes to provide all necessary means and to do everything possible to carry out its mission in accordance with best practices. This obligation shall not constitute an obligation of result; the Service Provider providing the Services only within the framework of an obligation of means.

The Service Provider guarantees that the creations are legally available and are not encumbered by third-party rights for the uses provided for under the Contract.

The Service Provider undertakes to regularly inform the Client of the progress of the project.

The Service Provider's pricing conditions relating to the provision of Services are set out in the Service Provider's quotation.

Prices are given as an indication and are therefore subject to variation. The invoiced price is that stated in the Order validated by the Service Provider.

The prices of the Services are expressed and payable in Euros and are stated exclusive of value added tax and exclusive of any other tax, the Client being responsible for payment of said taxes.

Acceptance of the quotation and the resulting Client Order must be accompanied by payment of a deposit as indicated in the quotation.

Payment of the deposit conditions the implementation of the Services. Payment of the deposit may be made by credit card, bank transfer, or direct debit.

Payment of the balance of the Services must be made within thirty (30) days from the date of the invoice issued by the Service Provider.

No discount is provided for early payment.

In the event of non-payment by the due date, any sum due will accrue late payment penalties. These run from the day following the due date shown on the invoice until the day of actual and full payment of the sum. The late payment penalty rate is set at three times the applicable statutory interest rate.

These late payment penalties are payable by operation of law and without any reminder by the Service Provider being necessary.

The Client will also automatically owe a minimum flat-rate recovery fee of forty (40) euros.

In the event of late payment, the Service Provider reserves the right to suspend or defer the performance of the Services provided for in the relevant Order.

Software, data, documentation, processes, methodologies, technologies and documents belonging to the Service Provider used in the context of the implementation of the Services remain the exclusive property of the Service Provider.

Works created by the Service Provider for the Client in the context of the performance of the Contract remain the full and exclusive property of the Service Provider until the invoices issued by the Service Provider have been paid in full by the Client.

After the Service Provider has collected payment of invoices, it assigns to the Client all intellectual property rights in the works created specifically and at the Client's request, in the context of the performance of the Contract, for the entire duration of their protection and worldwide.

The Service Provider reserves the right to mention the work carried out for the Client on its external communication documents, advertising (website, portfolio, etc.) and during commercial prospecting.

The Service Provider warrants that the Services are provided in a manner substantially in accordance with the Order.

Except as required by law, all other warranties, express or implied, are excluded.

The Service Provider cannot be held liable for any warranty where the Client has modified or had modified the Services without the Service Provider's prior written consent.

The Service Provider's liability is limited to direct damages resulting from a defect in the Services or a breach of Contract.

In no event shall the Service Provider be liable for indirect, incidental or special damages as defined by French court case law, including the cost of obtaining substitute services, loss of profits, data or periods of downtime, whether liability is contractual or tortious.

In the event of any breach by the Service Provider in the performance of its obligations, the Client must inform it within eight (8) working days of discovering the breach by registered letter with acknowledgement of receipt.

The Parties cannot be considered responsible or having failed to perform their contractual obligations, when the failure to perform the respective obligations is due to force majeure as defined by French court case law.

The Party affected by a force majeure event will notify the other Party within five (5) working days following the date on which it becomes aware of it.

Each Party undertakes, both on its own behalf and on behalf of its employees and partner companies, to maintain the confidentiality of confidential information exchanged in the context of the performance of the Contract.

Each Party undertakes to communicate Confidential Information only to its employees and collaborators who need to know it in the context of performing the Services, and not to disclose, publish or transmit Confidential Information to third parties, in any form whatsoever, without the other Party's prior written consent.

In accordance with the French Data Protection Act No. 78-17 of 6 January 1978, as amended, the Client has the status of data controller in the context of the performance of the Contract.

The Service Provider, acting on behalf of and for the Client in processing personal data communicated to it by the Client, acts as a data processor. As such, the Service Provider undertakes to take the necessary measures to ensure the protection, security and confidentiality of the personal data transmitted to it by the Client.

The law governing the Contract is French law. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 does not apply to the Contract.

In the event of a dispute between the Parties, they will attempt to find an amicable solution within thirty days of the notification of the dispute.

In the absence of an amicable solution, the dispute will be submitted to the competent commercial court.

The Contract is written in French. A translation into a foreign language may be provided for information purposes. In the event of any contradiction, only the French version shall be binding between the Parties.

The Service Provider may subcontract all or part of the performance of the Services to subcontractors. In this case, the Service Provider remains responsible for the performance of the Services vis-à-vis the Client.