General terms and conditions of sale

ARTICLE 1 – SERVICE PROVIDER’S IDENTITY AND SCOPE OF APPLICATION

1.1 Service Provider’s Identity

BEBRANDED, a French simplified joint-stock company (société par actions simplifiée) with share capital of EUR 10,000, whose registered office is located at 34 avenue Chanzy – 93250 Villemomble, registered with the Bobigny Trade and Companies Register under number 984 530 212, represented by its President, Mr Maxime KONZELMANN (hereinafter referred to as the “Service Provider” or “BeBranded”).

1.2 Scope of Application

These General Terms and Conditions of Sale (hereinafter the “Terms”) govern all services provided by BeBranded to its business clients (hereinafter the “Client”), including, in particular, website creation, redesign and implementation, custom business application development, graphic design, branding, search engine optimisation (SEO), content writing, maintenance and service subscription agreements.

Any order placed or quotation approved constitutes the Client’s unconditional acceptance of these Terms, which shall prevail over any other document or the Client’s purchasing terms and conditions.

1.3 Order of Precedence of Contractual Documents

The contractual relationship between the Parties shall be governed by the following documents, in decreasing order of precedence: (i) any Intellectual Property Rights Assignment Agreement entered into pursuant to Article 9.2, (ii) the quotation signed by the Client together with its appendices, and (iii) these Terms.

In the event of any conflict between these documents, the specific provisions of the quotation shall prevail over these Terms, with the exception of the provisions of Article 9.2 relating to the assignment of rights, which shall in all cases require a separate agreement to be entered into.

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ARTICLE 2 – QUOTATIONS, ADVANCE PAYMENT AND PROJECT COMMENCEMENT

2.1 Order Formation

All services shall be subject to a prior quotation issued by BeBranded. The order shall become firm and binding upon BeBranded’s receipt of the quotation dated and signed by the Client, bearing the words “Approved and accepted”.

2.2 Advance Payment Required Before Commencement

No service or project shall commence until BeBranded has actually received an initial advance payment of 50% of the total quotation amount excluding taxes, unless otherwise expressly agreed in writing between the Parties in the quotation. The service delivery period shall only begin once this advance payment and all materials required for the project have actually been received.

2.3 Standard Delivery Times and Dependence on Client-Supplied Materials

Unless expressly stated otherwise in the quotation, services shall be completed within a maximum of fifteen (15) business days from receipt of the advance payment and the necessary content.

Completion of the services within this period is strictly conditional upon the Client providing all content and access requested by BeBranded within the specified timeframes. Any delay by the Client in providing these items shall automatically extend the delivery deadlines by an equivalent period, without BeBranded incurring any liability.

ARTICLE 3 – CONTENT SUPPLY AND EDITORIAL RESPONSIBILITY

3.1 Content Supplied by the Client

Unless specific writing or editorial content creation services are expressly agreed in the quotation, the Client shall be solely responsible for creating and supplying all content required for the project, including text, images, visual assets, logos, legal notices and data.

3.2 Additional Content Creation Services

If the Client asks BeBranded to write, design or produce all or part of the project’s textual or visual content, such work shall constitute a separate, additional assignment subject to separate pricing under a quotation.

3.3 Client’s Responsibility and Warranty Regarding Content

Sole responsibility: The Client shall be solely and fully responsible for the accuracy, lawfulness and regulatory compliance of any content it supplies to BeBranded or publishes on its website.

No clearance or warranty by BeBranded regarding Client content: BeBranded neither obtains clearance for nor warrants the intellectual property rights relating to content supplied by the Client.

Indemnity against third-party claims: The Client shall indemnify BeBranded against any third-party action, claim or judgment, particularly in relation to intellectual property infringement, defamation or unfair competition, arising from content or visual assets supplied by the Client.

ARTICLE 4 – DESIGN MOCK-UP APPROVAL AND TECHNICAL IMPLEMENTATION

4.1 Projects Involving a Prior Design Mock-Up

For projects involving the prior creation of a design mock-up, the Client’s approval of that mock-up shall definitively establish the project’s visual appearance, usability and layout.

4.2 Adjustments During Technical Implementation

Once the mock-up has been approved and the project enters the technical implementation phase, whether on Webflow or another system:

• Only minor cosmetic changes may be accepted.
• No overall restructuring, layout changes or structural redesign may be required.
• Any request for a major change after mock-up approval shall require a pricing amendment and an adjustment to the delivery schedule.

ARTICLE 5 – ACCEPTANCE TESTING, DELIVERY AND DEEMED ACCEPTANCE (30 DAYS)

5.1 Acceptance Testing upon Delivery

Upon delivery of the project or its availability in a testing or production environment, the Client shall verify that the website or application complies with the approved specifications.

5.2 Deemed Acceptance after 30 Days

The Client shall have a strict period of thirty (30) calendar days from delivery to submit specific, substantiated reservations in writing concerning the project’s technical compliance.

Unless such reservations are notified in writing within this 30-day period, the services and deliverables shall be deemed definitively accepted and approved by the Client without reservation, unless otherwise agreed in advance in writing between the Parties.

ARTICLE 6 – POST-DELIVERY WARRANTY AND EXCLUSIONS

6.1 Scope of the Post-Delivery Warranty

BeBranded provides a post-delivery warranty for thirty (30) or sixty (60) days, as specified in the quotation, from the date of actual delivery.

Included: The warranty exclusively covers the correction of technical defects and malfunctions affecting the code or implementation work carried out by BeBranded.

Excluded: The warranty expressly excludes design, usability, visual appearance and any element that has already been expressly or tacitly approved.

6.2 Exclusions Relating to Work in the Production Environment

The warranty shall not apply where the malfunction results from:

• Modifications, operating errors or alterations to the code or system made by the Client or a third party after delivery;
• The addition of third-party modules, extensions or scripts not approved by BeBranded;
• Improper use of the website or administration system by the Client.

Any work performed by BeBranded to restore the operation of a website or application altered by the Client or a third party shall be subject to an additional technical support quotation.

ARTICLE 7 – BUSINESS HOURS AND EMERGENCY SUPPORT

7.1 Business Hours

Services, communications and the handling of requests shall take place on business days, Monday to Friday, from 9:00 a.m. to 6:00 p.m.

7.2 Emergency Support

Any request for emergency support outside business days and hours may be subject to increased rates under a quotation requiring the Client’s prior approval.

ARTICLE 8 – FINANCIAL TERMS, IMMEDIATE PAYMENT AND DEBT RECOVERY

8.1 Prices and Immediate Payment

Service prices shall be set out in the quotation or agreement in euros, excluding taxes.

Given the nature of the services offered, invoices issued by BeBranded shall be payable in full on the date of issue, upon receipt, with no payment period allowed, unless expressly stated otherwise on the invoice or quotation.

8.2 Late Payment Charges

Any delay in paying all or part of an amount due shall automatically, as of right and without prior formal notice, result in:

• Late payment interest at five (5) times the applicable statutory interest rate, applied to the outstanding amount;
• A fixed debt recovery fee of forty (40) euros becoming payable pursuant to Article L. 441-10 of the French Commercial Code.

8.3 Referral to a Debt Recovery Agency and Reimbursement of Actual Costs

If a payment default remains unresolved within eight (8) days after a written reminder has been sent, BeBranded reserves the right to refer the outstanding debt to a debt collection agency or a French judicial enforcement officer (commissaire de justice, formerly huissier).

The defaulting Client shall be required, as of right, to reimburse BeBranded for all actual costs incurred in recovering the debt, including debt collection agency fees, legal fees, costs of formal procedural documents and court costs, in addition to late payment charges and the fixed recovery fee.

8.4 Right to Suspend Services

Failure to pay an invoice when due shall entitle BeBranded to suspend immediately and without prior notice all ongoing services, access to servers, and the launch or operation of the Client’s website. Such suspension shall not entitle the Client to any compensation.

ARTICLE 9 – INTELLECTUAL PROPERTY AND CUSTOM SOURCE CODE

9.1 Initial Ownership of Rights

All intellectual property rights relating to creations, application architectures, source code, visual assets and graphic elements produced by BeBranded shall remain the exclusive property of BeBranded.

For standard websites, subject to full payment of all invoices issued, BeBranded grants the Client a personal, non-exclusive, worldwide and non-transferable licence to use the final deliverable for the statutory duration of copyright protection.

9.2 Custom Business Application Development and Rights Assignment Agreement

For projects involving the development of custom business applications or bespoke software:

No automatic transfer: Payment of the development price or delivery of the application shall not transfer exclusive ownership of the source code or the associated copyright to the Client.

Separate assignment agreement required: If the Client wishes to obtain exclusive ownership of the source code and all intellectual property rights in the business application developed, a separate written Intellectual Property Rights Assignment Agreement must be entered into, specifying the scope, duration, territory and specific consideration for the assignment.

Conditions for effectiveness: Delivery of the source code and transfer of the rights shall only take effect once the assignment agreement has been signed and the agreed consideration for the assignment has been paid in full.

9.3 Pre-Existing Software Elements and Third-Party Components

Any assignment of rights may cover only the specific code created exclusively for the Client. BeBranded’s pre-existing tools, methods and software elements, as well as open-source components or libraries governed by third-party licences, shall remain excluded from any exclusive assignment.

9.4 Portfolio References and Case Studies

Unless otherwise stated in the quotation, the Client expressly authorises BeBranded to use the completed project, the visual identity guidelines, the Client's brand and screenshots of the project as portfolio references and to prepare case studies published on BeBranded's website and communication materials.

ARTICLE 10 – LIMITATION OF LIABILITY AND DUTY OF REASONABLE CARE

10.1 Duty of Reasonable Care

BeBranded undertakes to perform its services with all due care and in accordance with accepted professional standards. It is expressly agreed that BeBranded is subject to a general obligation to exercise reasonable care and diligence (obligation de moyens).

10.2 Liability Cap

If BeBranded is held liable for direct loss suffered by the Client, the total compensation payable by BeBranded shall under no circumstances exceed the amounts actually received by BeBranded under the relevant agreement during the three (3) months preceding the event giving rise to liability.

10.3 Exclusion of Indirect Loss

Under no circumstances shall BeBranded be liable for indirect losses suffered by the Client, such as loss of revenue, loss of profit, commercial losses or third-party claims.

ARTICLE 11 – CONFIDENTIALITY

Each Party undertakes to keep strictly confidential all information and documents of any kind concerning the other Party that come to its attention during the performance of the services. This obligation shall apply throughout the duration of the services and shall continue for five (5) years after their completion.

ARTICLE 12 – SUBCONTRACTING

BeBranded may subcontract all or part of the services to qualified third parties of its choice, while remaining responsible to the Client for the proper performance of the services.

ARTICLE 13 – PERSONAL DATA PROTECTION (GDPR)

BeBranded undertakes to comply with the applicable regulations governing the processing of personal data, including the General Data Protection Regulation (GDPR) and the French Data Protection Act (Loi Informatique et Libertés). The Client may exercise its rights of access, rectification, erasure, objection and data portability by contacting BeBranded.

ARTICLE 14 – FORCE MAJEURE

Neither Party shall be held liable for any failure or delay in performing its obligations if such failure or delay results from an event of force majeure within the meaning of Article 1218 of the French Civil Code. If the force majeure event continues for more than one (1) month, either Party may terminate the agreement as of right.

ARTICLE 15 – INDEPENDENCE OF THE PARTIES

The Parties shall perform their obligations as independent contracting parties. Nothing in this agreement shall create between them a relationship of subordination, a de facto partnership or a commercial agency relationship.

ARTICLE 16 – RESOLUTION OF DISAGREEMENTS AND DISPUTES

16.1 Indivisibility of Services and Project Continuation in the Event of Disagreement

If the Client raises a disagreement or reservation concerning a particular part or element of the services, such as a feature or visual detail, the Parties agree that the dispute shall be limited to that specific element.

A disagreement over an individual item shall not justify blocking the entire project, unilaterally discontinuing the agreement or withholding payment for services already performed and compliant with the agreed requirements.

16.2 Tiered Dispute Resolution Procedure

In the event of any dispute or disagreement concerning the formation, performance, interpretation or termination of these Terms or the related services, the Parties undertake to follow the three-stage resolution procedure below:

Stage 1 – Direct discussions and amicable settlement

As soon as a disagreement arises, the Party taking the initiative shall notify the other Party in writing. The Parties undertake to enter into discussions immediately and in good faith to seek a direct amicable settlement within fifteen (15) business days of notification.

Stage 2 – Mandatory Prior Mediation

If direct discussions do not result in an agreement within the 15-day period, the Parties must submit their dispute to an independent mediator before bringing any proceedings before a court. Mediation shall be initiated by the Party taking the first steps to do so. Mediation costs shall be shared equally between the Parties. Any court proceedings commenced without first following this mediation stage shall be inadmissible.

Stage 3 – Referral to the Competent Court

If mediation fails, as confirmed by the mediator, or upon expiry of sixty (60) days from the mediator’s appointment, the dispute may be brought before the competent court.

16.3 Governing Law and Jurisdiction

These Terms shall be governed by French law.

If no amicable agreement is reached following the discussion and mediation procedure set out above, any dispute relating to their validity, interpretation or performance shall be subject to the exclusive jurisdiction of the Commercial Court of BOBIGNY, including in the case of interim relief proceedings, urgent proceedings, multiple defendants or third-party indemnity proceedings.