Article 1 — Purpose and scope
These general terms govern the design, development, maintenance and digital consultancy services provided by FenuaTech, 12 esplanade Jacques Chirac, 92150 Suresnes (\"the provider\"), to its business clients (\"the client\").
They apply to any service accepted by the client, save for anything stated otherwise in the signed quotation.
Article 2 — Contractual documents
The relationship between the parties is governed, in decreasing order of precedence, by the signed quotation, then the service contract, then these general terms. Where these documents conflict, the higher-ranking one prevails.
Article 3 — Formation of the contract
No service can be ordered directly online: the forms on this site allow you to request a proposal, never to complete a purchase. The contract is formed only when the provider receives the quotation, dated and signed by the client, together with any deposit stated on it.
Prices shown on the public pages of the site are indicative and do not constitute a binding offer. Only the quotation binds, for the validity period it states.
Article 4 — Prices
Prices are stated in euros. VAT not applicable — article 293 B of the French General Tax Code (VAT exemption scheme). Recurring services are invoiced at the interval stated on the quotation.
Any request outside the scope described in the quotation is the subject of a separate proposal and a prior written agreement before work begins.
Article 5 — Payment
Unless the quotation states otherwise, payment falls due thirty (30) days from the invoice date, and in any event within a maximum of sixty (60) days in accordance with article L441-10 of the French Commercial Code. Payment is made by bank transfer.
Late payment automatically incurs, without prior formal notice, late payment interest at three (3) times the statutory interest rate, together with a fixed recovery charge of forty (40) euros (article D441-5 of the French Commercial Code). Where actual recovery costs exceed that amount, further compensation may be claimed on production of evidence.
Article 6 — Client obligations
The client supplies, within the agreed timescales, all the material, content, access and approvals required, and appoints a single contact empowered to decide. The client warrants that it holds the rights to the content it provides.
Any delay in supplying these elements suspends the delivery timescales accordingly, without the provider's liability being engaged.
Article 7 — Timescales and nature of obligations
Stated timescales run from receipt of both the deposit and the expected content. They are given in good faith and for guidance.
The provider is bound by an obligation of means: it applies the care and know-how required to perform the services properly, in accordance with professional standards.
Article 8 — Intellectual property
Rights to exploit the deliverables are assigned to the client on the terms — scope, purpose, territory and duration — set out in the service contract. That assignment takes effect only upon payment in full of the price.
The provider's pre-existing tools, libraries, generic components and know-how remain its property; the client receives a right of use attached to the deliverable. Third-party elements (fonts, libraries, licensed images) remain governed by their own licences.
Article 9 — Liability
The provider's liability, on any basis whatsoever, is limited to the total amount excluding tax actually received for the service concerned. Indirect losses are not recoverable, in particular loss of business, of data, of turnover, or damage to reputation.
This limitation applies neither in cases of gross negligence or wilful misconduct, nor where the law prohibits it. The provider holds professional indemnity insurance, a certificate of which is available on request.
Article 10 — Confidentiality
Each party undertakes to treat information received from the other as confidential, not to disclose it and not to use it for any purpose other than performing the contract. This undertaking remains in force for five (5) years after the contract ends.
Article 11 — Force majeure
Neither party is liable for a failure resulting from an event of force majeure within the meaning of article 1218 of the French Civil Code. The party affected informs the other without delay. If the impediment lasts more than thirty (30) days, either party may terminate the contract by registered letter, without compensation.
Article 12 — Termination
In the event of a serious breach not remedied within fifteen (15) days of a formal notice that has gone unheeded, the other party may terminate the contract automatically. Sums corresponding to work already performed remain payable.
Recurring services may be terminated on the notice period and minimum term stated in the quotation.
Article 13 — Right of withdrawal
The services are intended for businesses acting within their professional activity: the right of withdrawal provided by the French Consumer Code does not apply. Where the client is a consumer, or a business employing no more than five people and contracting outside its main field of activity, the protective provisions of articles L221-18 et seq. of the French Consumer Code apply and are set out in the quotation sent to them.
Article 14 — Personal data
How data collected in the course of the commercial relationship is processed is described in the privacy policy. Where the service leads the provider to process data on the client's behalf, a data processing agreement within the meaning of article 28 of the GDPR is concluded between the parties.
Article 15 — Governing law and disputes
These terms are governed by French law. The parties will seek an amicable settlement before any legal action. Failing that, any dispute falls within the exclusive jurisdiction of the courts of the provider's registered office.