General terms and conditions of sale

Last updated on September 6, 2024‍

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Enter

Digidop SAS, a company with share capital of €500, headquartered at 40 rue Saint-Placide, Paris 75006, France, registered with the Registre du Commerce et des Sociétés under the Siren number 898236666, VAT number FR55898236666, represented by Thomas Labonne as Chairman and Florian Bodelot as Director, duly authorized for the purposes hereof (hereinafter referred to as "Le Prestataire" or "Digidop").

on the one hand,

And

Any individual or legal entity, private or professional, private or public, wishing to use the services of Digidop (hereinafter referred to as "the Customer").

on the other.

It has been agreed as follows:

Article 1: Purpose

These General Terms and Conditions of Sale (GTCS) define the terms and conditions applicable to the services provided by Digidop. 

Digidop offers website auditing, branding, webdesign, website development, migration and maintenance, training, as well as marketing and communications strategy consulting.

These terms and conditions apply to all services performed on behalf of the customer, to the exclusion of all other terms and conditions, and are included in all quotations for services issued by Digidop.

Article 2 : Order and acceptance

Any service ordered by the customer will be the subject of an estimate specifying the terms of the service (nature, estimated duration, specific conditions) and the applicable rates. 

Quotations issued by Digidop and prices quoted are valid for one (1) month from the date of issue. The order will only be taken into account after express acceptance of the quotation by the Customer, within this period, materialised by signature of the quotation or electronic approval. Signing the quotation implies acceptance of these GTS.

Article 3: Rates and terms of payment

3.1 Price list

Digidop services are invoiced according to a fixed price agreed in the quotation. 

However, in the event that the deadlines agreed in the quotation are exceeded for reasons attributable to the Customer or requiring additional work not initially planned, additional charges will be applied:

• Hourly rate: 120 euros excluding VAT
• Daily rate: 600 euros excl.

These rates are in addition to the initially agreed price and will be indicated on the final invoice.

3.2 Billing

Unless otherwise specified in the quotation, Digidop will issue an initial deposit invoice for 50% of the total amount of the quotation. This deposit must be paid by the customer before the start of the service. The balance of the remaining 50% will be invoiced at the end of the service.

3.3 Terms of payment

Payment of each invoice is due within 30 days of the invoice date. In the event of non-payment within this period, Digidop reserves the right to suspend current services until full payment has been received. Late payment penalties may be applied, calculated on the basis of the current legal interest rate.

Article 4: Terms of performance

4.1 Technical costs

Technical, IT and logistical costs associated with the performance of the services described in Digidop 's quotations are to be borne by the customer, and are not included in the fees under any circumstances, unless otherwise specified in the quotation.

4.2 Cancellation or postponement

4.2.1 Notification of cancellation or postponement

Any cancellation or postponement must be notified to Digidop in writing (e-mail or registered letter).

4.2.2 Cancellation by the Customer

In the event of cancellation of services such as audits, consulting sessions, programming, tool integration, or training, the Customer shall pay compensation in accordance with the following conditions:

• Cancellation communicated at least 15 working days before the session: 30% of fees will be charged.
• Cancellations received less than 15 working days before the session: 50% of fees will be charged.

4.2.3 Report

The customer may request the postponement of a service or training session by sending a written request to Digidop 15 days before the scheduled date.

4.3 Validity of service hours

Service hours are valid and can be accumulated over a maximum period of three (3) months, unless otherwise specified in the quotation or contract signed by the Customer. If a contract stipulates another validity period, unused hours will be valid according to the specific conditions mentioned in the contract.

In the absence of any stipulation to the contrary, after the three (3) month period, unused hours will be definitively forfeited and may not be carried over or compensated.

4.4 Service format

Services will be provided remotely, unless otherwise specified in the quotation.

4.5 Non-performance of obligations

In the event of non-performance due to force majeure or unforeseen circumstances, Digidop shall not be held liable.

4.6 Termination of services

Digidop reserves the right to discontinue its services at any time in the event of breach of contract, including non-payment. Any interruption of service does not release the Customer from the obligation to pay current invoices.

Article 5: Exclusions

The services described in Digidop quotations are limited to those specified in the quotation. Excluded:

• The management and technical and IT costs associated with the tools integrated by Digidop into the customer's website.
• Management or payment of web hosting services, domains, SSL certificates, or any other services provided by third parties, unless otherwise specified in the quotation.
• Any additional intervention or service not explicitly provided for in the quotation signed by the Customer.
• Costs relating to the maintenance, updating or license management of tools and software integrated into the customer's site, unless these services are included in a maintenance contract.

Article 6: Duration of services

The deadlines agreed in the quotation are binding on both parties. 

If the agreed deadlines are exceeded for reasons attributable to the customer, or if additional work is required that was not initially planned, additional charges as defined in article 3.1 will be applied.

Article 7: Communication

The Customer agrees to be cited by Digidop as a commercial reference, subject to the provisions of article 11 Confidentiality. Digidop may cite the Customer in its commercial proposals to other prospects, in its communication media (website, social networks, etc.), and in its professional references.

Article 8: Limitation of liability

8.1 General limitation of liability

Digidop cannot be held responsible for any technical failure of equipment, tools or solutions, any misuse of the training module(s) by users, any problem linked to the website host, or any cause beyond Digidop's control.

Whatever the type of service, Digidop 's liability is expressly limited to compensation for direct damage proven by the customer. Digidop 's liability is limited to the amount of the price paid by the Customer for the service in question.

Under no circumstances shall Digidop be held liable for indirect damages such as loss of accounts, data or files, operating losses, commercial losses, loss of earnings, or damage to image or reputation.

8.2 Legal compliance and personal data protection

With regard to legal obligations concerning the protection of personal data (e.g. the General Data Protection Regulation - GDPR, the California Consumer Privacy Act - CCPA, or any other applicable local or international regulations), Digidop acts solely as a technical service provider and assumes no responsibility for compliance with the Customer's legal obligations.

The Customer is solely responsible for the compliance of its website and personal data processing with the legislation in force in the jurisdictions in which it operates. 

As a possible subcontractor within the meaning of data protection regulations, Digidop undertakes to comply with the Customer's specific instructions relating to the processing of personal data. However, Digidop cannot be held responsible for any non-compliance related to the management, processing or storage of data by the Customer, nor for any violation of local or international laws on the protection of personal data.

Article 9: Nature of obligations

Digidop undertakes to use all necessary means to provide the agreed services in accordance with the rules of the trade and current professional practices. This obligation is an obligation of means and not of result.

Article 10: Integrity of the contract

This contract represents the entire agreement between the parties. No document other than this one may give rise to new obligations, unless it is the subject of an amendment signed by both parties.

If any provision of the contract is declared null and void by a rule of law or a final court decision, it will be deemed unwritten. However, the other provisions of the present contract will retain all their force and scope.

Article 11: Confidentiality

Digidop undertakes to respect the confidentiality of information communicated by the Customer in the course of the performance of the present contract. This obligation of confidentiality remains in force for a period of 1 year after the end of the contract.

Article 12: Intellectual property

Deliverables created as part of the service remain the property of the customer once all payments have been made.

Article 13: Resolutory clause

In the event of a breach by either party of one of its essential obligations stipulated in the present contract, and in particular :

• In the event of non-payment of sums due by the Customer within 30 days of the invoice due date, without legitimate justification.
• In the event of non-performance of services by Digidop, as described in the present contract, without a legitimate reason.

The present contract may be terminated ipso jure by the other party after sending a formal notice which has remained without effect for a period of 15 days from its receipt by the defaulting party. This formal notice must be sent by registered letter with acknowledgement of receipt, or by any other formal means allowing proof of receipt.

In the event of automatic termination for default, termination will take effect immediately upon expiry of the 15-day period following formal notice, without prejudice to any claim for damages or legal action by the non-defaulting party.

Article 14: Applicable law and disputes

This contract is governed by French law.

In the event of a dispute, the parties agree to seek an amicable solution before bringing the matter before the competent courts. Failing amicable settlement, any dispute will be submitted to the exclusive jurisdiction of the Paris courts.