Terms and Conditions for the design and development of a website by SYMEDIANE

This agreement is entered into between:

SYMEDIANE, a simplified joint-stock company (SAS) with a share capital of €8,000, whose registered office is situated at 5 rue de Liège, 75009 Paris, registered with the Paris Trade and Companies Register under number 342 851 649, intra-Community VAT number FR 3634285164900059, represented by its manager, hereinafter referred to as “SYMEDIANE”

On the one hand

And

Any natural or legal person, whether a professional, governed by private or public law, who has signed a quotation issued by SYMEDIANE for the provision of website design services, hereinafter referred to as the ‘client’

On the other hand

Collectively referred to as the ‘Parties’

Article 1 – Purpose

SYMEDIANE is commissioned by the client to design and build a website in accordance with the terms set out in the ‘quote’ attached hereto, which may contain exceptions to and limitations on the clauses set out in these terms and conditions. The quote and, where applicable, any other contractual document form an integral part of these terms and conditions. The client acknowledges having received from SYMEDIANE all the information necessary to enter into this agreement in full knowledge of the facts, the purpose of which is to define the contractual terms under which SYMEDIANE undertakes to provide services to the client. Consequently, placing an order by signing the quotation implies the client’s full and unreserved acceptance of these General Terms and Conditions of Sale.

Article 2 – Details of the services

The website design service, which is the subject of this agreement, is set out in detail in the quotation attached hereto. Unless otherwise specified, this does not include services relating to promotion, search engine optimisation, hosting, domain name registration, maintenance, security, connectivity, and/or feasibility or profitability studies for the website.

Article 3 – Customer’s obligations

3.1 Collaboration

The client is required to cooperate and provide active and regular updates to ensure the service is carried out properly.

The client undertakes to provide SYMEDIANE with all the materials and information necessary for the performance of its duties within the timeframes specified by SYMEDIANE.

Upon signing the quotation, the client undertakes to appoint a single point of contact responsible, in particular, for responding promptly to enquiries from SYMEDIANE.

The client must approve the items submitted for their approval within the timeframes specified by SYMEDIANE.

Any delay or failure to respond on the part of the client may result in a change to the provisional schedule set out in the quotation, which the client acknowledges and accepts.

3.2 How the Internet works

The customer declares that (i) they are familiar with how the Internet works, its characteristics and its limitations, (ii) they are aware that data transmissions over the Internet are only of limited technical reliability and that the network may become congested at certain times of the day, (iii) is aware that data circulating on the Internet is not protected against potential misuse and that, consequently, the communication of confidential codes, and more generally of confidential or sensitive data, which they may choose to transmit, is at their own risk.

3.3 Suitability

The customer acknowledges that they have verified the features of the service, as well as its suitability and compatibility with their needs, and that they have received from SYMEDIANE the information and advice necessary to enter into this agreement in full knowledge of the facts.

Under these circumstances, the choices made by the customer are their sole responsibility.

3.4 Insurance

The customer undertakes to take out all necessary insurance to cover any damage for which they may be held liable in connection with the performance of this agreement.

Article 4 – SYMEDIANE’s undertakings

SYMEDIANE undertakes to perform the service ordered in accordance with the quotation and the “Functional Specifications” (i.e. the contractual document drawn up by SYMEDIANE describing the client’s technical, functional and graphic requirements, which will have been submitted for the client’s prior approval), by deploying the technical and human resources appropriate to the performance of the work ordered.

SYMEDIANE undertakes to comply with the practices and rules applicable to its field of activity.

Article 5 – Customer’s responsibilities

5.1 Any items provided by the client or entrusted to SYME-DIANE in connection with the performance of this agreement are provided under the client’s sole responsibility, to the exclusion of any liability on the part of SYME-DIANE.

5.2 The client undertakes to comply with all applicable legal and regulatory requirements, in particular those relating to information technology, data protection, personal data, intellectual property or any other rights pertaining to its business. In this regard, the client declares that it holds all rights and authorisations permitting the use of the items entrusted to SYMEDIANE.

The client is also solely responsible for obtaining any necessary legal and administrative authorisations, where applicable, for the operation of the website, the e-commerce platform and/or the publication of content on these platforms, and shall be solely responsible for any declarations that may be required to the French Data Protection Authority (‘CNIL’), or to any competent authority.

5.3 The client shall be solely responsible for the proper use of the service made available to them; SYMEDIANE cannot be held liable for any damage or malfunctions resulting from the client’s misuse of the service.

Article 6 – SYMEDIANE’s Responsibilities

SYMEDIANE is bound only by an obligation of means in the performance of its services and shall under no circumstances be bound by an obligation of result.

Consequently, SYMEDIANE shall under no circumstances be held liable for content created and/or published on the website by the client.

Similarly, SYMEDIANE shall not be held liable for any indirect loss suffered by the client or a third party (such as loss of data, loss of customers, any commercial disruption, loss of profits, damage to brand reputation, etc.) that may result from a malfunction of the website.

Article 7 – Accommodation

As previously stated, unless otherwise agreed, the service provided by SYMEDIANE does not include website hosting. Consequently, SYMEDIANE cannot be held liable for any malfunction of the website arising from its hosting on a third-party server or the client’s server.

In the event that the hosting service is provided by SYMEDIANE, the terms and conditions under which this service is to be provided shall be set out in an annex to this agreement.

Article 8 – Warranties

8.1 SYMEDIANE warrants that the physical development of the website complies with the specifications set out in the Functional Specifications approved by the client.

8.2 SYMEDIANE indemnifies the client against any potential claim by a third party claiming to hold intellectual property rights over all or part of the specific functionalities or creative works produced by SYMEDIANE on the client’s behalf.

8.3 The client declares that they hold the rights to the elements provided for the creation of the website and, more generally, that these do not contravene any law or regulation. The client indemnifies SYMEDIANE against any claim, recourse or action by third parties in respect of these elements on any grounds whatsoever, and in particular on the grounds of infringement of intellectual property rights or contravention of public policy.

Article 9 – Acceptance of the site

9.1 The provisional schedule according to which the service will be provided to the client is set out in the quotation. The service provider shall endeavour to adhere to this schedule, although it is expressly agreed between the Parties that it is for guidance only. Any delay on the part of the client, in particular regarding approvals for which they are responsible and/or the provision of information or documents necessary for the performance of the service, may result in a modification of the initial provisional schedule by SYMEDIANE, in which case SYMEDIANE may legitimately give priority to the performance of another service that has been commissioned in the meantime by a third party.

9.2 At various stages of the service’s execution (drafting of the Functional Specifications, provisional version of the website, final version, etc.), SYMEDIANE shall submit a draft to the client, who must approve it or raise any objections within fifteen days. If the client raises no reservations within the required timeframe, the draft submitted to the client shall be deemed to have been approved by the client.

SYMEDIANE shall, where necessary, make any required corrections as provided for in the Functional Specifications.

9.3 It is expressly agreed between the Parties that, should the client request corrections or the addition of new features constituting an amendment to the Functional Specifications, SYMEDIANE shall draw up a supplementary quotation. The new services may only be provided once this new quotation has been accepted by the client.

Any new request may result in a change to the provisional schedule and an extension of the completion deadlines originally planned.

9.4 Once SYMEDIANE considers the final version of the website to be ready, the client must approve it or raise any objections within fifteen days. If the client fails to respond by the end of this period, the website shall be deemed to have been completed. Once the website has been approved by the client, it shall undergo testing under live network conditions.

Provided the client does not report any malfunctions on the day of testing, the client shall be deemed to have definitively accepted the website.

9.5 From that date onwards, any request for corrective or enhancement work shall, where applicable, be made under an update contract to be concluded between the Parties.

With regard to software bugs that may affect the functioning of the website, these shall be corrected by SYMEDIANE provided they are reported to the latter in writing within two months of acceptance of the website.

A computer bug is defined as a programming fault causing errors or incorrect processing of an application contained within the website.

If no complaint regarding a computer bug is recorded within this period, any subsequent request for intervention will be subject to additional invoicing under the terms of an update contract.

Article 10 – Prices – Invoicing

10.1 The client undertakes to pay the price for the services provided by SYMEDIANE in accordance with the payment schedule set out in the quotation attached hereto. Prices are exclusive of tax and are payable in euros.

10.2 A deposit, the amount of which will vary depending on the value of the order and/or the nature of the service, may be specified in the quotation attached hereto and paid upon the client’s signature of acceptance. Fulfilment of the order is conditional upon full payment of this deposit.

10.3 In the event of late payment for any reason whatsoever, a penalty equal to four (4) times the statutory interest rate in force shall automatically be payable by the client, and may be claimed by SYMEDIANE without prior notice and without prejudice to any damages. In addition to the late payment penalties automatically due, a fixed compensation fee for recovery costs of €40 will be invoiced (Law of 22 March 2012, Decree No. 2012-1115 of 2 October 2012).

In the event of the client’s failure to pay the amounts due on the agreed dates, SYMEDIANE reserves the right to suspend the performance of its services and to amend the provisional schedule initially set.

Article 11 – Retention of Title – Transfer of Risk

Ownership of the site shall only be transferred upon full payment of the price of the service, including both the principal sum and ancillary costs, it being understood that the transfer of the risk of loss or damage shall take effect upon delivery.

Article 12 – Intellectual Property

12.1 Subject to full payment of the agreed price, the client shall have the non-exclusive and non-transferable right to use, free of charge, the software and/or features specifically developed by SYMEDIANE for the client to the extent necessary for the operation of the website.

At the client’s request, SYMEDIANE shall provide the client with the source code, the rights to which shall remain the property of SYMEDIANE, and which may only be transferred or disclosed to a third party for the sole purpose of adapting or improving the website on behalf of the client.

This agreement shall not be construed as conferring on the client any ownership rights over any standard software used, where applicable, by SYMEDIANE for the performance of this agreement and for which the latter holds a licence from the rights holder.

12.2 The client remains the sole owner of the data it has provided to SYMEDIANE in connection with the performance of the service.

12.3 The know-how, methods and processes used by SYMEDIANE for the purposes of creating the website are the property of SYMEDIANE; should the client have been made aware of such know-how, methods or processes, the client undertakes not to use them, nor to pass them on or disclose them to third parties.

12.4 It is understood that the rights to the creations produced specifically on behalf of the client by SYMEDIANE as part of the service may only be transferred after full payment of the service fee by the client.

Article 13 – Modification of the service by a third party or by the customer

The customer may have the service modified by a third party or by themselves. In such circumstances, it is expressly agreed between the Parties that SYMEDIANE shall no longer be liable for any malfunction of the website.

Article 14 – References

14.1 The client expressly authorises SYMEDIANE to use its trade name, company name, logo and/or any of its distinctive marks for commercial reference purposes. In this regard, SYMEDIANE may, in particular, place a hyperlink on its website directing users to the client’s website.

Article 15 – Term – Termination

15.1 These General Terms and Conditions of Sale govern the relationship between the Parties from the moment the customer signs the quotation, and shall cease to apply once each Party has fulfilled all its obligations and upon full payment of the service fee by the customer, subject to the obligations to which the Parties are bound hereunder.

15.2 In the event of non-performance or breach by either Party of any of the obligations arising for it under these General Terms and Conditions of Sale, the other Party may notify the defaulting Party of the termination of this Agreement by registered letter with acknowledgement of receipt, thirty (30) days after a formal notice has been served on the said defaulting Party to remedy such non-performance or breach and has remained without effect.

It is expressly agreed between the Parties that the termination of these General Terms and Conditions of Sale, for whatever reason, shall not affect any payment obligations that have already fallen due. The customer hereby acknowledges that all services provided by SYMEDIANE but not yet invoiced shall remain payable to SYMEDIANE.

In the event that the customer decides to terminate this agreement prematurely, subject to 30 days’ notice, they shall pay, in addition to the price of services rendered and those in progress even if not yet completed, compensation equal to 20% of the total budget not yet invoiced.

Article 16 – Confidentiality

16.1 The Parties undertake to keep confidential any information received from the other Party, exercising, at the very least, the same degree of care as they would exercise to protect their own confidential information.

This confidentiality obligation shall not apply to information that has entered the public domain or whose disclosure has been authorised by the other Party.

The Parties’ obligations regarding confidential information shall remain in force for the entire duration of this Agreement and for as long after its termination as the information in question remains confidential and, in any event, for a period of one (1) year following the expiry of this Agreement.

16.2 These provisions shall not prevent SYME-DIANE from referring in its advertisements, commercial documents or commercial offers to orders placed, with the possibility of mentioning the customer and the subject of the order, as specified in particular in the aforementioned Article 14.1.

Article 17 – Non-solicitation

Les parties s’engagent à ne pas débaucher ou embaucher le personnel de l’autre partie pendant toutes la durée du contrat et pendant un an après la date de cessation des relations contractuelles pour quelque cause que ce soit.

Article 18 – Force majeure

In the event of force majeure, as defined by the law and case law in force in France, neither Party shall be held liable.

Force majeure shall be understood to mean any event beyond the express control of the Parties that prevents the normal performance of these terms and conditions, such as, in particular, strikes, social unrest, natural disasters, fires, technical failures and/or a total breakdown of telecommunications networks.

If, as a result of a force majeure event, the Parties are compelled to suspend their relationship, the performance of these terms and conditions shall be suspended for the duration during which the Party is unable to fulfil its obligations. However, if such interruption lasts for more than one (1) month, these General Terms and Conditions of Sale may be terminated immediately and without notice by either Party, without any compensation being payable by either party.