Legal information - Terms and conditions of sale

These general terms and conditions of sale (the “Terms”) govern the IT services (audit, development, migration, compliance work, advisory support) provided by GUIGUI TECH, SAS (French simplified joint-stock company), 1 rue de Stockholm, 75008 Paris, France, registered with the Paris Trade and Companies Register under no. 989 152 814 (the “Provider”), to its clients (the “Client”).

The services are intended exclusively for professionals. By placing an order, the Client declares that it is acting for purposes within the scope of its commercial, industrial, craft, liberal or agricultural activity. The provisions of the French Consumer Code relating to contracts concluded with consumers, in particular the right of withdrawal, do not apply.

These Terms prevail over any other document of the Client, in particular its general terms of purchase, unless otherwise agreed in writing. The accepted quote or commercial proposal (the “Quote”) and any appendices supplement these Terms; in the event of conflict, the Quote prevails.

The offers presented on guigui-tech.dev are indicative. “From” prices correspond to a minimum scope: the firm price, scope, deliverables and schedule are set out in the Quote.

Unless otherwise stated, a Quote is valid for 30 days. The order becomes firm upon receipt of the signed Quote (or written acceptance, including by email) and payment of the agreed deposit, payable upon receipt of the deposit invoice.

Any change of scope requested by the Client after the order is subject to an amendment or an additional quote, accepted before the work is carried out.

Prices are stated in euros and excluding VAT. VAT is invoiced in addition at the rate in force on the invoice date.

The costs of third-party services required for the project are borne by the Client and are not included in the prices, unless otherwise stated in the Quote: in particular Apple and Google developer accounts, hosting, domain names, and licences and subscriptions to third-party services (database, over-the-air updates, build services, payments…).

Unless otherwise provided in the Quote:

• 30% of the price upon order, as a deposit, payable upon receipt of the deposit invoice;
• 70% upon delivery;
• short fixed-price services (diagnostics, audits) whose page states payment upon order are payable in full upon order, upon receipt of the invoice;
• long projects may be invoiced in stages, according to the schedule set out in the Quote.

Deposit invoices (and invoices for services payable upon order) are payable upon receipt. Other invoices are payable by bank transfer within 30 days of their issue date, unless a shorter period is stated on the invoice. No discount is granted for early payment.

In accordance with Article L. 441-10 of the French Commercial Code, any late payment automatically gives rise, without prior reminder, to late payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, as well as a fixed indemnity of €40 for recovery costs. Additional compensation may be claimed upon presentation of supporting documents if the costs actually incurred are higher.

In the event of late payment, the Provider may suspend performance of ongoing services after a formal notice that has remained unanswered for 8 days, without such suspension being held against it.

Deductions (for example the amount of an audit deducted from a subsequent service) and commercial guarantees (for example “money back if not satisfied”) mentioned on an offer page or in a Quote apply only under the conditions and within the time limits stated there. They cannot be combined or transferred, unless otherwise stated.

The Provider performs the services with care, in accordance with professional standards and the Quote. It is bound by an obligation of means (best efforts), not an obligation of result, unless expressly agreed otherwise in the Quote.

In particular, the publication and continued availability of an app on the App Store, Google Play or any other store are at the sole discretion of that store’s operator (Apple, Google…). The Provider undertakes to prepare and submit the app in accordance with the rules published by these operators and to handle their correction requests falling within the scope of the Quote, but does not guarantee acceptance, review time, or the continued availability of the app on a store. A rejection related to the content, business model or functioning of the app, or requiring a feature not provided for in the Quote, gives rise to an additional quote.

The Provider may use subcontractors or partners for all or part of the services; it nevertheless remains responsible to the Client for their performance.

The Client undertakes to:

• provide in a timely manner the access (source code, store accounts, hosting, databases), information, content and approvals required, and appoint an available point of contact;
• guarantee that it holds the rights to the materials it provides (code, content, trademarks, data) and that it is authorised to grant access to the systems concerned;
• keep backups of its data and code before and during the service;
• hold in its own name the necessary accounts (Apple and Google developer accounts, hosting, third-party services), including when the Provider helps it create them;
• ensure that its app, content and business comply with the laws and regulations applicable to it (personal data protection, accessibility, consumer law, store rules…).

Announced timeframes are indicative and assume the Client’s cooperation. Any delay by the Client in providing materials or approvals shifts the schedule accordingly.

Upon delivery, the Client has 8 business days to report in writing, precisely, any non-conformity with the Quote. The Provider corrects confirmed non-conformities within a reasonable time. Failing written reservations within this period, or if the Client puts the deliverables into production, the deliverables are deemed accepted.

Any post-delivery support included in an offer (for example 15 or 30 days) covers the correction of defects within the delivered scope. It does not include new features, issues caused by changes made by the Client or a third party, or changes to third-party platforms (operating systems, stores, libraries) after delivery.

Any security audit is carried out only after prior written authorisation from the Client specifying the scope to be tested. The Client guarantees that it is authorised to permit such testing on the systems concerned and, where applicable, that it has obtained the necessary consent from its own service providers.

Tests are non-destructive. An audit is an analysis at a given point in time, within the agreed scope: it does not guarantee the absence of any vulnerability, and the Provider cannot be held liable for vulnerabilities that were not detected, that pre-existed, or that were introduced after the audit.

Audits (security, accessibility, technical) are technical analyses. They constitute neither legal advice nor a certification of compliance.

Subject to full payment of the price, the Provider assigns to the Client, on an exclusive basis, the economic rights (reproduction, representation, adaptation, distribution) to the custom developments produced for it, worldwide and for the legal term of protection. Until full payment, the Client has a mere right of use for testing purposes.

The Provider retains ownership of its tools, methods, know-how and generic components, whether pre-existing or developed independently; it grants the Client a non-exclusive right to use them to the extent necessary to operate the deliverables. Open source components remain subject to their respective licences.

Unless the Client objects in writing, the Provider may mention the Client’s name and logo, together with a general description of the service, as a commercial reference, without disclosing any confidential information.

Each party undertakes to keep confidential the non-public information of the other party that it learns in the course of the service, for its entire duration and for 3 years after its end. A specific non-disclosure agreement (NDA) may be signed at the Client’s request.

Where the Provider processes personal data on behalf of the Client as part of a service, it acts as a processor within the meaning of Article 28 of the GDPR. It then undertakes to process such data only on the Client’s documented instructions and for the purposes of the service, to ensure its confidentiality and security, not to retain it beyond the service, and to assist the Client in meeting its obligations. A detailed data processing agreement may be signed at the Client’s request. The Client remains the data controller.

The data of the Client’s contacts is processed in accordance with our privacy policy.

The Provider may only be held liable in the event of proven fault. Its liability is limited to direct damages and capped at the amount, excluding VAT, actually paid by the Client for the service concerned.

The Provider cannot be held liable for indirect damages, such as loss of revenue, customers, data or business, or for the consequences of decisions by third-party operators (rejection or removal of an app by a store, changes to a platform’s rules, interruption of a third-party service).

These limitations do not apply in the event of gross negligence or wilful misconduct, or where the law prohibits limiting liability.

Neither party may be held 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 30 days, either party may terminate the order in writing, with services already performed remaining payable.

In the event of a serious breach by either party of its obligations that is not remedied within 15 days of formal notice sent by registered letter or by email with acknowledgement of receipt, the other party may terminate the order automatically.

In the event of termination, for whatever reason, the services performed up to the termination date are payable and invoiced pro rata, and the deposit paid is retained by the Provider up to the value of the work performed.

These Terms are governed by French law. In the event of a dispute, the parties will first seek an amicable solution. Failing agreement within 30 days, any dispute will be subject to the exclusive jurisdiction of the Paris Economic Activities Court (tribunal des activités économiques de Paris, formerly the Commercial Court), including in the event of multiple defendants or third-party claims.