Terms and conditions of sale and use

These Terms and Conditions of Sale and Use (hereinafter the "T&Cs") apply to the services provided by Perrine Honoré Consulting (hereinafter referred to as "the Provider"), a consulting and software development company, acting in the context of design, development, hosting and maintenance of bespoke software solutions.

The term "Client" refers to any natural or legal person who has entered into a contract with the Provider for the completion of services defined in a quote and/or a scoping document.

Article 1 · Purpose

The purpose of these T&Cs is to define the conditions under which the Provider supplies the Client with services of design, development, delivery, hosting and maintenance of bespoke software solutions.

Article 2 · Description of services

The services may include, depending on the scope defined in the quote and/or the scoping document validated by the Client:

• software architecture design,
• backend and frontend development,
• setup of technical environments,
• integration of existing data,
• delivery of the source code,
• application hosting and/or maintenance.

The exact scope of the services is described in the quote and/or the scoping document validated by the Client. Any service not expressly provided for is excluded.

Article 3 · Quote, order and entry into force

The Provider's services are subject to a quote sent to the Client.

The quote is valid for thirty (30) calendar days from its date of issue.

The order is considered firm and final as of:

• receipt of the quote signed by the Client bearing the words "Agreed" ("Bon pour accord"),
• and, where applicable, payment of the deposit provided for in the quote.

The commencement of work is conditional upon receipt of these elements.

Article 4, Client's collaboration obligations

The Client undertakes to collaborate actively with the Provider throughout the duration of the assignment. In this respect, the Client undertakes in particular to:

• provide, within reasonable timeframes, all necessary information, data and documents,
• provide the required technical access (hosting, databases, APIs, third-party services),
• create and provide a GitHub account (or equivalent) belonging to the Client,
• appoint a lead contact with validation authority.

Any delay or failure to collaborate may lead to a shift in the schedule, without the Provider's liability being incurred. The Provider reserves the right to temporarily suspend work in the event of a blockage attributable to the Client.

Article 5, Intellectual property, Ownership of the code (essential clause)

5.1 Exclusive ownership by the Client

The entirety of the source code developed specifically for the Client is the exclusive and full property of the Client, subject to full payment of the amounts due. This ownership is effective as soon as the code is:

• delivered,
• and deposited in a space belonging to the Client (in particular their GitHub account).

The Provider:

• retains no ownership rights over the delivered code,
• puts in place no technical, contractual or functional lock,
• in no way limits the Client's future autonomy.

5.2 Third-party elements

Open source libraries, frameworks or third-party services remain subject to their respective licences. Their use does not call into question the ownership of the specific code developed for the Client.

Article 6 · Hosting of the software

The software may be hosted, at the Client's choice:

• on the Client's infrastructure,
• or on the Provider's infrastructure.

When hosting is provided by the Client, the Client is responsible for the infrastructure, its security, its availability and its backups. When hosting is provided by the Provider, the corresponding conditions are specified in the quote. In all cases, hosting has no effect on the ownership of the code, which remains exclusively that of the Client.

Article 7, Validation of deliverables and acceptance

Delivery is deemed to have taken place upon the provision of the code and/or the agreed access. The Client has a period of seven (7) business days to notify in writing:

• any critical or blocking anomaly,
• any non-conformity with the defined scope.

In the absence of feedback within this period, the deliverables are deemed accepted without reservation.

Article 8 · Post-delivery correction warranty

From the delivery date, the Provider grants a warranty of thirty (30) calendar days covering exclusively the critical and blocking anomalies attributable to the delivered code. The following are considered critical:

• total unavailability of the platform,
• the impossibility of using the main features provided for in the quote.

The following are excluded:

• functional enhancements,
• anomalies related to infrastructure or third-party services,
• modifications made by the Client or a third party.

Article 9 · Maintenance and application support

Maintenance is not included by default. The Client may subscribe to a monthly maintenance package, defined in the quote.

SLA · Service commitments

Under an active maintenance contract:

• critical unavailability: handled within 24 business hours,
• non-blocking anomaly: corrected within 72 business hours.

Maintenance does not cover functional enhancements.

Article 10 · Enhancements and scope changes

Any request not provided for in the initial scope will be subject to:

• an additional quote,
• or a written amendment.

No enhancement is due without prior written agreement.

Article 11 · Liability

The Provider is bound by an obligation of means. It cannot be held responsible for:

• the use of the software after delivery,
• modifications made by third parties,
• failures of third-party services,
• regulatory obligations specific to the Client's activity.

Article 12 · Limitation of financial liability

The Provider's liability is strictly limited to the total amount actually paid by the Client for the service concerned. Indirect damages are expressly excluded.

Article 13 · Payment and suspension

Invoices are payable on receipt. In the event of non-payment, the Provider reserves the right to:

• suspend the services,
• suspend access to the platform,
• interrupt the services in progress.

Article 14 · Reversibility and autonomy

The Client has full autonomy over the delivered software and may entrust its maintenance or evolution to a third party. The Provider undertakes not to create any deliberate technical dependency.

Article 15 · Confidentiality

The Provider undertakes to keep strictly confidential all information communicated by the Client, during and after the assignment.

Article 16 · Force majeure

Neither party may be held responsible for a breach resulting from a case of force majeure as recognised by French case law.

Article 17 · Partial nullity

If a provision of these T&Cs is declared void, the other provisions remain fully in force.

Article 18 · Contractual hierarchy

In the event of a contradiction between the contractual documents, the order of priority is:

• the signed quote,
• the scoping document,
• these T&Cs.

Article 19 · Applicable law and jurisdiction

These T&Cs are governed by French law. Any dispute falls under the jurisdiction of the French courts.