Terms and conditions.

01Scope

These terms govern the design, development, hosting and maintenance of websites and applications provided by Noah Vernhet, sole proprietor under French law, hereafter “the Provider”, to its client, hereafter “the Client”.

Any order implies their unreserved acceptance. They prevail over any document of the Client, including its general purchasing conditions.

02Quote and order

Prices shown on this site are indicative and do not constitute a binding offer. Each engagement is covered by a written quote, sent within 48 business hours of the initial call, stating scope, price, lead time and payment terms.

The contract is formed when the Client signs the quote. Quotes are valid for 30 days from issue.

03Prices

Prices are in euros. VAT not applicable, article 293 B of the French Tax Code: the Provider is under the small-business VAT exemption scheme.

A one-off payment alternative exists on the Signature page and Showcase site plans: setup rises to €1,190 and €1,900 respectively, followed by €19/month for hosting alone. That hosting keeps the site online without keeping it up to date; no changes are included.

Any work outside the scope agreed in the quote is billed at €70 per hour, in minimum half-day units, that is 3.5 hours and €245, after written agreement from the Client on the estimated volume.

04Payment

• 30% deposit on order, when the quote is signed. This sum is a deposit and not earnest money: it binds both parties definitively.
• Balance on delivery, that is when the site goes live.
• Above €5,000, payment may be split three ways: 30% on signature, 40% on validation of an intermediate milestone defined in the quote, 30% on delivery.
• Payment due on receipt of invoice. The monthly plan is charged automatically.
• Accepted methods: bank transfer and card payment via Stripe.

05Lead times

Stated lead times run from receipt of everything needed: content, visuals, technical access and approvals.

Any delay by the Client in providing material or in approving work pushes the lead time back accordingly. The Provider answers within 24 business hours, outside holidays announced to the Client in advance.

06Client obligations

The Client provides the content, visuals and access required. The Client warrants that it holds the rights to everything it supplies and indemnifies the Provider against any third-party claim in that respect.

The Client appoints a single contact empowered to approve work, and responds to approval requests within a reasonable time.

07Warranty

The Provider warrants the correction of defects for 30 days from go-live. For the following 3 months, any request relating to the deliverable is handled ahead of other pending requests, with a first reply within 24 business hours.

A covered defect is any reproducible discrepancy between the deliverable and the scope agreed in the quote. Not covered:

• content changes and new requests;
• changes of requirement after approval;
• failures caused by a third party acting on the code or the hosting;
• incidents caused by an external service outside the Provider’s control.

08Monthly plan

The plan covers hosting, domain name, certificate, backups, security updates and a monthly allowance of changes:

• Signature page and website takeover: 30 minutes per month
• Showcase site: 45 minutes per month
• Store and applications: 1.5 hours per month

Unused time rolls over for three months, capped at twice the monthly allowance. Past that cap, or past three months, it lapses. Beyond the available allowance, changes are billed at the hourly rate in section 3.

Backups are daily, retained for 30 days, with restoration within 24 to 48 business hours of the request.

The Provider is bound by an obligation of means as to availability: it monitors the site and acts promptly in case of interruption. Scheduled maintenance is announced to the Client 48 hours in advance and carried out outside business hours where possible. Interruptions caused by an infrastructure provider or by a cyber attack are not attributable to the Provider.

09Intellectual property

On full payment of the price, the Provider assigns to the Client, on an exclusive basis, the following economic rights in the bespoke development and graphic work produced for it:

• the right of reproduction: to reproduce, have reproduced, fix, digitise, store and duplicate all or part of the work, on any medium and by any process known or future;
• the right of representation: to communicate and distribute all or part of the work to the public, by any means of telecommunication, online and offline;
• the right of adaptation: to modify, correct, develop, translate, arrange and have a third party carry out any evolution of the work.

Purpose: exploitation of the work for the needs of the Client’s business, including for commercial and advertising purposes, with no limit on the number of copies or media. Territory: worldwide. Term: the full statutory term of copyright protection, including extensions.

The author’s moral right, which is inalienable under French law, remains with the Provider. The Client undertakes not to distort the work, and the Provider waives any requirement to be credited on the delivered site.

Excluded from the assignment:

• third-party libraries and components, subject to their own licences;
• the Provider’s generic reusable components, on which the Client receives a non-exclusive, perpetual and irrevocable licence to use within the delivered project.

Tooling. The Provider may use programming assistance tools, including tools based on artificial intelligence. These are development tools, used under the Provider’s sole responsibility; the Provider answers for the delivered code as if it had been produced without them. No personal data from the Client’s databases is submitted to them. The Client remains the holder of the rights assigned under this section in all delivered code, whatever tool was used to produce it.

The Provider may cite the Client as a reference and present the project in its portfolio, including screenshots. The Client may object in writing, at any time.

10Hosting and termination

The Client chooses between two forms of subscription when ordering:

• With commitment: an initial term of 12 months, renewed by tacit agreement for equal periods, at the plan’s monthly rate.
• No commitment: month to month, at a rate roughly 25% higher, stated in the quote.

At the end of the initial term, the Client may ask to switch from the first form to the second, at the rates then in force.

Price revision. The monthly fee may be revised once a year, on the contract anniversary, within the annual variation of the French Syntec index and capped at 5%. Any revision is notified to the Client two months before it takes effect. The Client may then terminate in writing, without notice or penalty, within one month of the notification.

Termination is by written notice with one month’s notice: before the end of the current term for the committed subscription, before the monthly renewal date otherwise.

At the end of the contract, whatever the cause, the Provider transfers to the Client, on request, the domain name and a complete archive of the site in a usable format, within 15 days and free of charge.

11Personal data and confidentiality

Each party complies with the GDPR in its own role.

Where the Provider hosts a site or application processing personal data on behalf of the Client, the Client is the controller and the Provider acts as a processor within the meaning of article 28 GDPR. A data processing agreement is then signed as an annex to these terms, setting out data categories, security measures, sub-processors and the fate of the data at the end of the contract.

Processing of the Client’s own data is described in the privacy policy.

Confidentiality. Each party undertakes not to disclose the other’s non-public information learned through the contract: technical access, source code, commercial documents, operating data. This undertaking applies for the term of the contract and three years after it ends. It does not cover information already public, nor disclosure required by law or by court order.

12Liability

The Provider is bound by an obligation of means.

Indirect damage is excluded, in particular loss of revenue, profit, clientele, orders or reputation, and any consequential commercial loss.

The Provider’s liability for direct damage is capped:

• for build work, at the setup fee of the project concerned;
• for hosting and maintenance, at the last twelve months of the monthly plan, or at the plan fees already paid if the contract is less than twelve months old, with a floor of €1,000.

These caps do not apply in case of gross negligence, wilful misconduct, or personal injury.

Force majeure. Neither party is liable for a failure caused by an event beyond its reasonable control, in particular the prolonged failure of an infrastructure or access provider, a large-scale cyber attack, or a decision of a public authority. The affected party informs the other without delay. If the impediment lasts more than 60 days, either party may terminate in writing without compensation.

The Provider gives no guarantee of commercial results, nor of any search engine ranking, both depending on factors outside its control.

13General provisions

Subcontracting. The Provider may entrust all or part of the work to a contractor of its choice, and remains solely liable to the Client for proper performance.

Assignment. The Client may not assign the contract to a third party without the Provider’s written consent, which may not be withheld without legitimate reason. Consent is deemed granted where the Client’s business is transferred to a successor continuing the same activity.

Severability. If any provision of these terms is held void, the remainder continues to apply.

These terms are governed by French law.

This English version is provided for convenience. The French version is the binding one in case of discrepancy.