Terms of sale

These terms of sale apply to every engagement carried out by Noqody, a French SASU with share capital of 500 euros, registered under 999 530 694 R.C.S. Evry, with its registered office at 8 allée du Saut du Loup, 91190 Gif-sur-Yvette, France. Under article L.441-1 of the French commercial code, they form the sole basis of commercial negotiation.

This is a translation provided for convenience. The French version is the only one that governs the relationship between the parties, and French law applies.

1. Scope

These terms apply to professional clients only. Placing an order implies unreserved acceptance. They prevail over the client’s own purchasing terms unless agreed otherwise in writing, and over any wording on a purchase order or supplier portal.

2. Services

The provider delivers software consulting and engineering services: audit, design, development, integration, automation, support and knowledge transfer. The exact scope of each engagement is set out in its own quotation or statement of work.

3. Formation of the contract

Each engagement is covered by a written quotation setting out the scope, the deliverables, the schedule, the place of performance and the price. The contract is formed when the signed and dated quotation, or an equivalent written acceptance, is received. Quotations are valid for thirty days from issue.

Any request that changes the agreed scope is priced in an amendment before work on it begins.

4. Prices and invoicing

Services are charged either on a time and materials basis at a daily rate, or at a fixed price, as set out in the quotation. Prices are in euros. Travel and accommodation costs incurred at the client’s request are re-invoiced at cost, against receipts.

Time and materials work is invoiced monthly in arrears, against a timesheet approved by the client. Fixed price work is invoiced on the schedule set out in the quotation.

5. Payment

Invoices are payable within thirty days of their issue date, by bank transfer. This period may never exceed the ceilings set by article L.441-10 of the French commercial code.

Late payment automatically triggers, without prior notice, interest calculated at the rate applied by the European Central Bank to its most recent refinancing operation, increased by ten percentage points. A fixed recovery indemnity of forty euros per unpaid invoice is added, under articles L.441-10 and D.441-5 of the French commercial code. Where actual recovery costs exceed that amount, further compensation may be claimed against evidence.

No discount is granted for early payment.

Where payment is more than thirty days late, the provider may suspend ongoing work after a formal notice has gone unanswered for eight days, and that suspension cannot be held against the provider.

6. The provider’s obligations

The provider undertakes to perform with the care and skill expected of a professional in the field. This is an obligation of means, except where the quotation expressly states an obligation of result on an identified deliverable.

The provider informs the client without delay of any difficulty likely to affect the agreed schedule or scope.

7. The client’s obligations

Delivery depends on the client’s active cooperation. The client undertakes to appoint a contact with decision-making authority, to supply the information, access, environments and data sets required in good time, and to review deliverables within the agreed periods.

The client warrants that it holds the necessary rights over the material it supplies. The provider is not liable for the consequences of information that is wrong, incomplete or supplied late, nor for delays caused by an unavailable technical environment.

8. Intellectual property

Economic rights in the bespoke developments produced for the client are assigned to the client exclusively, for the full legal term of protection and worldwide, upon payment in full. The assignment covers reproduction, communication to the public, adaptation, modification and distribution, on any medium and for any use.

The provider retains ownership of pre-existing knowledge, methods, tools and reusable generic components developed independently of the engagement. For those incorporated into the deliverables, the client receives a non-exclusive, irrevocable and transferable right of use for as long as the solution is operated.

Third party software and open source components remain governed by their own licences, which are disclosed to the client.

The provider may cite the client’s name and the general nature of the engagement as a commercial reference, unless the client objects in writing.

9. Confidentiality

Each party undertakes not to disclose confidential information learned during the engagement, and to use it only for the purposes of performing it. This applies during the engagement and for five years after it ends.

It does not cover public information, information already known without a confidentiality obligation, or information whose disclosure is required by law or by a court.

10. Personal data

Where an engagement leads the provider to process personal data on the client’s behalf, the client acts as controller and the provider as processor within the meaning of Regulation (EU) 2016/679. The processing is covered by a separate written agreement compliant with article 28 of that regulation, concluded before any processing begins, setting out the purpose, the duration, the categories of data and of data subjects, the security measures, any use of further processors, how the provider assists the client, and what happens to the data when the engagement ends.

The provider engages no further processor without informing the client beforehand, and the client may object. The provider keeps available what is needed to demonstrate compliance with its obligations and submits to the audits set out in the processing agreement.

The provider accesses production data only where the engagement requires it, and works from anonymised data sets wherever that is possible.

11. Artificial intelligence

Where the engagement involves designing or integrating an artificial intelligence system within the meaning of Regulation (EU) 2024/1689, the parties agree that the client is its deployer and operates it under its own authority. The provider does not take on the role of provider within the meaning of that regulation, unless the quotation states otherwise in writing.

The provider supplies the documentation the client needs to meet its own obligations: a description of the system and its intended purpose, the models and data sources used, the logging available, known limitations, and the human oversight measures in place.

The client undertakes to use the system only for the purpose set out in the quotation. A substantial modification, a change of purpose, or a use falling under Annex III of the regulation may change how the system is classified and how responsibility is shared. Any of these requires a prior amendment.

Where the system interacts directly with natural persons or produces synthetic content, it is for the client to inform those persons as required by article 50 of the regulation. The provider builds the technical means of doing so into the deliverables.

12. Security and sector requirements

The provider applies the security practices customary in its profession: least privilege, no secrets in clear text in code or configuration, segregated access, and logging of sensitive processing.

Where the client falls under a sector regime for cybersecurity or operational resilience, it informs the provider before the engagement begins. The resulting requirements, in particular on incident notification, access to logs, audit and continuity, are appended to the quotation and priced where applicable.

The provider notifies the client of any security incident affecting the engagement as soon as possible, and no later than twenty-four hours after becoming aware of it.

13. Liability

The provider’s liability is limited to direct and proven damage resulting from a breach of its obligations. It may not exceed, on all grounds combined, the amount excluding tax actually invoiced for the engagement concerned over the twelve months preceding the triggering event.

Indirect damage is excluded, in particular loss of operation, loss of revenue, loss of data not attributable to the provider, and commercial or reputational harm.

These limitations do not apply in cases of gross negligence or wilful misconduct, personal injury, or where the law sets them aside.

14. Insurance

The provider holds professional indemnity insurance covering the financial consequences of its liability in the course of its business. A certificate is available on request.

15. Subcontracting and personnel

The provider may subcontract all or part of the work, provided the client is informed and the provider remains responsible for delivery.

The provider works independently, retains control over its own organisation and working hours, and nothing in these terms creates a relationship of subordination.

Neither party may hire or directly engage a member of the other party’s staff who worked on the engagement, during it and for twelve months afterwards, without prior written agreement.

16. Term, termination and handover

Fixed price engagements end on delivery and acceptance of the deliverables. Time and materials engagements run for the period set out in the quotation and may be terminated by either party on thirty days’ written notice.

In the event of serious breach, the aggrieved party may terminate automatically after a formal notice has gone unanswered for fifteen days. Work carried out up to the termination date remains payable.

When an engagement ends, for whatever reason, the provider hands over all deliverables, source code, documentation and configuration needed for the client, or a third party of the client’s choosing, to carry on. This handover is free of charge when requested within thirty days of the end date.

17. Force majeure

Neither party is liable for a failure caused by force majeure within the meaning of article 1218 of the French civil code. If the impediment lasts more than sixty days, either party may terminate without compensation.

18. Governing law and jurisdiction

These terms are governed by French law. The parties will seek an amicable settlement of any dispute before starting proceedings. Failing agreement within thirty days, the courts of Évry, France, have exclusive jurisdiction, including where there are several defendants or a third party claim.

19. Changes

The provider may change these terms at any time. The version that applies is the one in force on the date the quotation is accepted.

For any question, write to contact@noqody.fr.