Terms of sale

The purpose of these Terms of Sale (hereinafter the "Terms of Sale") is to define the rights and obligations of the parties in connection with the sale of services offered by UPLUCE (hereinafter the "Provider") to its business or consumer clients (hereinafter the "Client").

Any order for a service implies the Client's unreserved acceptance of these Terms of Sale, which prevail over any other document of the Client (purchasing terms, etc.), save for express written derogation.

UPLUCE offers digital services including, without limitation:

- Design and development of websites and applications

- Visual identity and branding

- Bespoke software development

- Search engine optimisation (SEO) and online advertising (SEA)

- Content creation (web copywriting, blog articles)

- Provision of SaaS solutions (Upluce Web, Upluce Forms, Upluce Calendar, Upluce Docs)

- Computer systems and software consultancy

The services are described in detail in the quotation or commercial proposal sent to the Client prior to any order.

Every service is the subject of a prior quotation drawn up by UPLUCE and sent to the Client for acceptance.

The quotation is valid for 30 days from its date of issue. After that period, UPLUCE reserves the right to revise its pricing terms.

The order is deemed firm and final upon UPLUCE's receipt of the quotation signed by the Client, together with payment of the agreed deposit where applicable.

Service prices are stated in euros excluding tax. Applicable VAT will be added at the rate in force on the invoicing date (intra-community VAT: FR29103055166).

For bespoke services: the price is set in the quotation accepted by the Client.

For SaaS solutions: the price is the one in force at the time of subscription, as shown on the site or in the commercial proposal.

Invoices are issued via the UPLUCE platform and sent electronically.

Unless otherwise agreed in the quotation, the payment terms are as follows:

- A deposit of 30% of the total amount excluding tax is payable on signature of the quotation

- The balance is payable on delivery of the service or according to the agreed schedule

Payments are made by bank transfer or by bank card via Stripe (a PCI-DSS Level 1 certified provider). UPLUCE does not store bank card details.

In the event of late payment, the following shall apply automatically and without prior formal notice:

- Late payment penalties at three times the statutory interest rate in force

- A fixed recovery fee of €40 (articles L.441-10 and D.441-5 of the French Commercial Code)

- Suspension of ongoing services until the situation is fully regularised

Performance times are given for guidance when the quotation is accepted. UPLUCE undertakes to use all necessary means to meet the agreed timescales.

Timescales begin to run from receipt of the deposit and of all items required to carry out the service (brief, content, access, etc.).

Any delay attributable to the Client (delay in providing information, content or approvals) results in a proportionate postponement of the delivery timescales.

Under no circumstances may a delivery delay not attributable to UPLUCE give rise to the payment of damages or to cancellation of the order.

At each key stage of the project, UPLUCE submits the deliverables to the Client for approval. The Client has 7 working days to submit comments or approve the deliverables.

Failure to respond within that period constitutes tacit acceptance of the deliverables.

The number of revisions is set out in the quotation. Beyond the number of revisions provided for, additional changes will be invoiced at the daily rate in force.

Final acceptance occurs after the Client approves the final deliverable or, in the absence of reservations, upon publication or delivery of the project.

Unless otherwise agreed in the quotation, intellectual property rights in the deliverables are transferred to the Client after payment in full for the service.

Before payment in full, UPLUCE retains all rights in the works produced. The Client may neither use nor reproduce the deliverables until payment has been settled.

UPLUCE retains the right to mention the work carried out among its commercial references and in its portfolio, unless the Client objects in writing.

The Client warrants that it holds the necessary rights in the items it supplies to UPLUCE (texts, images, logos, etc.) and releases UPLUCE from all liability in the event of a third-party claim in that respect.

The generic tools, frameworks, libraries and components developed or used by UPLUCE remain its property and may be reused for other projects.

UPLUCE undertakes to perform the services diligently and in accordance with professional standards, under an obligation of means.

UPLUCE's liability may be engaged only in the event of proven fault and shall be limited to the amount excluding tax of the service concerned.

UPLUCE may not be held liable for:

- Indirect damage (loss of turnover, loss of customers, commercial loss, damage to image)

- Malfunctions relating to the Client's hosting, to third-party services, or to the configuration of its environment

- Content published by the Client through the tools made available

- Events of force majeure within the meaning of article 1218 of the French Civil Code

The Client is solely responsible for the use of the deliverables and content supplied by UPLUCE after their delivery.

Each party undertakes to keep confidential the information and documents provided by the other party in connection with the service, whether technical, commercial or financial in nature.

This confidentiality obligation applies throughout the term of the contract and for a period of 2 years after its end.

Excluded from this obligation is information that is in the public domain, that was already known to the receiving party, or that must be disclosed under a legal obligation.

In the event of cancellation after the service has started:

- The deposit paid remains due to UPLUCE

- Work already carried out will be invoiced pro rata to the time spent

For SaaS subscriptions, the Client may terminate their subscription at any time from their client area. Termination takes effect at the end of the current period. No pro rata refund will be made.

UPLUCE reserves the right to suspend or terminate the service in the event of the Client's failure to meet its obligations (in particular non-payment), after a formal notice has remained without effect for 15 days.

UPLUCE warrants the deliverables against defects in conformity with the approved specification for a period of 30 days following final acceptance.

This warranty covers the correction of anomalies and bugs identified. It does not cover:

- Changes requested by the Client after acceptance

- Malfunctions relating to the Client's environment (hosting, browser, etc.)

- Functional developments not provided for in the initial quotation

Beyond the warranty period, corrective and evolutive maintenance may be the subject of a separate maintenance contract.

These Terms of Sale are governed by French law.

In the event of a dispute concerning the interpretation or performance of these Terms of Sale, the parties shall endeavour to reach an amicable solution within 30 days.

For business clients: failing an amicable agreement, the dispute shall be submitted to the competent courts of Paris.

For consumer clients: in accordance with the provisions of the French Consumer Code on the amicable settlement of disputes, the Client may make free use of the mediation service offered by UPLUCE. The mediator will attempt, independently and impartially, to bring the parties together with a view to reaching an amicable solution. The parties remain free to accept or refuse recourse to mediation and, where mediation is used, to accept or refuse the proposed solution.

For any question about these Terms of Sale:

UPLUCE — SASU with share capital of €1,000.00

66 Avenue des Champs-Élysées, 75008 Paris

SIRET: 103 055 166 00013

VAT: FR29103055166

Email: contact@upluce.com

Phone: +33 9 79 24 53 16