Conditions générales de vente

French General Terms and Conditions of Sale
(Updated on August 1, 2023)

Legal Notices

ITDM ALSACE
SASU Simplified Joint-Stock Company with a Single Partner
SIRET Number (Headquarters) 88125714100021
Capital of €100,000
VAT Number FR60881257141
RCS Mulhouse B 881 257 141
30 rue François SPOERRY, ZAC de la Fonderie 68100 MULHOUSE
+33 3 74 09 46 15 – contact@itdm-group.com
Email: accounting@itdm-group.com

Our Brands

ITDM GROUP – ADOPTE UN SOFT – MADAME ET MONSIEUR AGENCY – FUTUR INDUSTRY –
VISION A – TOR – GABY SOF

Article 1 – General Clauses

The sale of services, materials, software, or website development by ITDM Alsace is subject to these general terms and conditions, which prevail over any purchasing conditions from the client, unless formally and explicitly waived by ITDM Alsace.

Article 2 – Formation of the Contract

Any contract signed by ITDM Alsace, or any order it accepts, is subject to these general terms and conditions, which the client acknowledges having read and accepts without requiring a signature. They may be modified or supplemented by invoices or quotes. However, the client must stay informed of any changes.

Article 3 – Ownership

3.1 : Retention of Title

In the case of the sale of products or materials, ownership remains with ITDM Alsace until the invoices issued by ITDM Alsace are paid in full by the client company, up to the total amount of the order and any amendments made during the service. Consequently, the client will obtain usage rights only after the final settlement of all invoices. Production files and source code remain the sole property of ITDM Alsace.

3.2 : Copyright, Intellectual, and Industrial Rights

All intellectual property rights related to software, documentation (plans, diagrams, user manuals…), and all software copies belong to ITDM Alsace or its suppliers. Upon completion of the order, ITDM Alsace will have created a work protected by copyright. Unless specifically agreed otherwise in writing, ITDM Alsace holds all rights to its creation. ITDM Alsace may reuse its creation as it sees fit. The user agrees not to resell the software or transfer it to another device without ITDM’s consent. The “CMS ITDM” cannot be transferred to another provider.

3.3 : ITDM retains intellectual property rights (exploitation rights, know-how, reproduction, representation, marketing, and use). Any partial exploitation of the software by another service provider is prohibited.

Article 4 ‐ Price and Scope of Services

All prices are excluding taxes (VAT = 20%).

4.1 : Prices are valid for one month from the date of issuance of the quote. They are firm and non-revisable at the time of order if the order is placed within the month mentioned on the quote.

4.2 : Services include everything explicitly listed in the quote.

4.3 : Client requests for corrections are not unlimited; only those specified in the order form will be made. Any additional corrections will be billed according to ITDM Alsace’s current rates.

4.4 : ITDM Alsace reserves the right to determine whether a modification is included in the initial offer. Only ITDM Alsace can define if a modification is included in the initial offer.

4.5 : Any development requests made without a quote will be considered “Agile Scrum” development and billed at ITDM’s hourly rate, with details of hours provided to the client.

4.6 : Any additional services requested outside of ITDM’s business hours and on weekends will be billed at double the applicable hourly rate.

4.7 : Any claims regarding materials and/or billed prices must be made in writing within ten (10) calendar days from the date of delivery and/or invoices, under penalty of forfeiture.

4.8 : Payments will be made as follows (unless otherwise agreed between the parties):
• 40% upon signing the contract (based on the commercial offer)
• 40% upon delivery of the “Beta” version (based on the commercial offer)
• 20% on the day of the final delivery of the software (based on the final invoice)
• If split into Sprints, payment for the first two Sprints, then payment after the delivery of each Sprint.

4.9 : In any case, ITDM Alsace will only commence execution of the contract after payment of the first deposit.

4.10 : The final invoice is payable in all cases before final delivery, which will occur simultaneously upon receipt of the final payment.

4.11 : Payments will be made by bank transfer to the ITDM Alsace bank account:
IBAN: FR76 1470 7508 7132 5218 3882 456
BIC: CCBPFRPPMTZ
Bank Code: 14707
Branch Code: 50871
Account Number: 32521838824
RIB Key: 56
Domiciliation/Paying Bank
COLMAR PASTEUR

Article 5 – Delivery and Performance Deadlines

5.1 : ITDM Alsace reserves the right to organize schedules based on its availability and constraints. No delivery or performance deadlines are guaranteed unless specifically mentioned in the contract. Unless otherwise agreed in writing by the parties, a delay in delivery or performance cannot give rise to any compensation or cancellation of the order by the Client.

5.2 : Deadlines only start running from the moment all necessary information for the proper execution of the services is in the possession of ITDM. The Client undertakes to provide all necessary information. Any delay in providing information by the Client throughout the project will impact the final deadline, and the Client will be held responsible.

5.3 : The completion deadline can only be shortened by a mutual agreement between both parties in writing.

5.4 : If the Client’s premises, infrastructure, staff, and documents are not accessible during the periods specified in the communicated schedule, the Client may incur additional charges from ITDM.

5.5 : The Client undertakes to comply with the agreed installation, training, and testing dates with ITDM Alsace. A postponement may result in the immediate payment of the balance due for the initially planned products or services.

5.6 : If, due to the Client, the project completion is delayed by more than four (4) weeks compared to the established schedule (particularly due to delays in receiving necessary information or approvals for the creation of a portal), ITDM is authorized to invoice and demand payment for delivered products and completed services without awaiting provisional acceptance.
5.7 : Test cases (Debugging) are used to verify the software’s compliance with the Client’s requirements.

The Client must deliver test cases within fifteen (15) days after the delivery of the “Alpha,” “Beta,” or “Final” version. The parties agree that the results of the test cases will be recorded in a provisional acceptance report, which can be done via email or in writing, and ITDM reserves the right to refuse modifications that are not foreseen; otherwise, these will be charged at the prevailing rate at ITDM Alsace.

5.8 : Delivery or service deadlines will be reviewed if the Client makes changes to the initially agreed-upon project and accepted by ITDM Alsace. Any special or urgent work will be scheduled based on ITDM’s constraints and billed in addition to the order.

Article 6 ‐ Payment Terms

6.1 : Payment terms are those clearly stated on the quote and/or invoice. These, as well as any payment facilities granted to the Client, are always subject to revision without notice.6.2 : For any other supplies and services not included in the order and/or quote, payment must be made in full upon presentation of the invoice.

6.3 : In the event of a delay in payment of a single invoice for any reason, all other claims, even those not yet due, will become immediately payable without notice, and ITDM Alsace will also have the right to suspend all services until the situation is regularized.6.4 : Any failure to pay by the due date will automatically render the entire account balance due, including compensation, damages, and interest, without any deviation. Any sum not paid by its due date will accrue, automatically and without notice, a monthly interest of 5% on the initial pre-tax amount specified in the contract. The Client will also owe, automatically and without prior notice, a penalty equivalent to 10% of the unpaid invoice amount (including VAT), with a minimum of €50. In accordance with Article 6 of the Law of August 2, 2002, the Client will compensate ITDM Alsace for all recovery costs, including legal and technical advice fees, in case of a breach of any obligations set out in these general terms and conditions.

6.5 : Any failure to pay an invoice after 3 reminders and without prior Client response will automatically lead to the recovery of the amount due through legal means and a pre-payment of future requested services.

6.6 : Regarding hosting and software, ITDM Alsace reserves the right to cut off access to the site or software in the event of non-payment until all invoices are paid in full. Once invoices are settled, the Client will be asked to make pre-payments for future invoices to avoid service interruptions.

Article 7 ‐ Copyrights and Commercial Mentions
Unless explicitly stated otherwise by the Client, ITDM Alsace reserves the right to include a commercial mention in the realization indicating its contribution, in the form of a mention such as:

• “Graphic Design: ITDM,” for graphic design services,• “Development: ITDM” or “Website Creation ITDM” for web development services.• “A Creation by ITDM,” in a more generic way for a comprehensive service.

Article 8 ‐ Responsibility and Ownership of Content

8.1 : The Client company, represented by the signatory, acknowledges full responsibility for the choices made regarding textual, iconographic content in the realization delivered by ITDM Alsace. The Client company, represented by the signatory, acknowledges having been informed by ITDM Alsace’s legal representatives about copyright laws and intellectual property rights, and the penalties that may be incurred for violations.

8.2 : Any text provided by the client must be proofread and corrected by the client beforehand; ITDM Alsace will not correct modifications or spelling errors.

8.3 : In case of errors or poor execution, ITDM Alsace’s responsibility is limited to making the required corrections. ITDM Alsace cannot be held responsible for damages or costs incurred by the Client, its representatives, or any other persons or entities used by the Client, except in cases of gross negligence.

8.4 : Under no circumstances shall ITDM be liable for special, incidental damages, loss of revenue or profits, or loss of information, or any other indirect damage, whether contractual or not.

8.4 : Under no circumstances will ITDM be liable for special damages, incidental damages, or loss of revenue or profits, or loss of information, or any other indirect damage, whether such liability is contractual or not.

8.5 : Except in cases of fraud or gross negligence by a member of its staff, ITDM will not be liable for any claims whatsoever. In any event, ITDM’s liability will be limited to the amount of the order.
Article 9 – Right to Publicity

9.1 : Unless explicitly stated otherwise by the client, communicated by registered letter with acknowledgment of receipt, ITDM Alsace reserves the right to mention its work for the client as a reference in its commercial prospecting efforts, external communication, and advertising activities. The client, represented by the signatory of this order, authorizes ITDM Alsace, through its legal and commercial representatives, to use the completed project for purely demonstrative purposes. This authorization particularly includes the components of the project, including but not limited to: textual content and iconographic content.
Article 10 – Domain Name

10.1 : ITDM Alsace acts solely as a technical intermediary with domain registration organizations. The client remains the sole owner of the domain name. The client acknowledges using the domain name in compliance with current legislation and third-party rights. The client agrees to indemnify, defend, and hold ITDM harmless against any claims, damages, liabilities, costs, and expenses arising from the domain name registration. The domain name remains the property of ITDM until full payment of the invoice. Transferring the domain name to another company will incur a fee of €58.00 per domain for administration.
Article 11 – Hosting

11.1 : The client will be hosted by ITDM Alsace. The guaranteed annual visibility rate is 99.99% except in cases of force majeure, network disturbances or saturation, anomalies, maintenance, or system improvements. The allocated Internet space is guaranteed to be ad-free. ITDM Alsace will not be responsible for service interruptions caused by providers. Due to the characteristics and limitations of the Internet, which the client fully acknowledges, ITDM cannot be held responsible for:

• Access difficulties to the hosted system due to network saturation, telecommunication network disturbances, or peak Internet usage times,

• Performance and response time limitations for data retrieval, querying, or transfer,

• Data and/or software virus contamination for which the client is responsible for protection,

• Malicious intrusions by third parties despite reasonable security measures implemented by ITDM and its suppliers,

• Damage to the client’s equipment, which remains the client’s sole responsibility,

• Any misuse of passwords, confidential codes, and other sensitive information by third parties or through the client’s fault.
Article 12 – Hosting Contract

12.1 : When designing the website and/or application, ITDM automatically creates a hosting contract for a duration of one year. Payment for this hosting is annual, and installment payments will incur a management fee of 10% of the pre-tax amount. The hosting is tacitly renewed, and termination can be done via a registered letter sent to ITDM’s headquarters three (3) months before the anniversary date. If the termination occurs after the cancellation deadline, the hosting will be payable in advance according to the calculation: “Number of months remaining until the next anniversary date x monthly rate”. The hosting contract begins upon delivery of the project.
Article 13 – Email

13.1 : ITDM Alsace offers email services under a prior contract valid for one month and accepted by both parties. The client acknowledges being fully responsible for the content of the emails they send and agrees to comply with the legal conditions for the use of email services.
Article 14 – SEO

14.1 : ITDM Alsace does not guarantee the results of website SEO efforts. ITDM Alsace is only obligated to use best efforts in this regard. However, ITDM offers a professional SEO contract for NATURAL SEO services.
Article 15 – Personal Data Processing

15.1 : Data processing will be carried out in accordance with the Privacy Protection Act of December 8, 1992 and its implementing decrees, including the decree of February 13, 2001 adapting this law to the European Directive 95/46/EC of October 24, 1995, on the protection of individuals with regard to the processing of personal data and the free movement of such data, and from May 25, 2018, in accordance with Regulation (EU) 2016/679 of the European Parliament and Council of April 27, 2016, on the protection of individuals with regard to the processing of personal data and on the free movement of such data (GDPR).

15.2 : Data: invoicing, company contact details, client contact person details. Processing: ITDM Alsace processes this data for the purpose of ensuring proper operation between the client and ITDM. This data remains confidential and is not used for commercial purposes. Duration: In accordance with various laws concerning document retention, ITDM will keep the data for the legally required minimum duration and will delete it at the client’s request once this period has expired.

15.3 : Responsibility for Data: The client is legally responsible for the data provided to ITDM. ITDM is legally responsible for the security of this data.

15.4 : Rights of the Parties: The client has the right to access, rectify, port, and erase their data or to restrict processing. They may also object to the processing of their data or the data of the contact person for legitimate reasons. ITDM Alsace must respond to the client’s request within 30 calendar days and execute the request within 60 calendar days. ITDM Alsace reserves the right to refuse a request if it does not comply with current legislation.

15.5 : Subcontractors: ITDM verifies the GDPR compliance of services offered by its subcontractors.

Article 16 – Force Majeure

ITDM shall not be held liable for any delays caused by any unforeseen events or force majeure, including but not limited to acts of civil or military authorities, strike actions, fire, flooding, water damage, storm, lightning, accidents, riots, terrorism, failure to deliver documents for the creation or commissioning of the product, any actions attributable to a third party, or any other circumstance with an external cause preventing it, directly or through a third party, from fulfilling its obligations. The execution of the contract will be suspended for a period equal to the duration of the force majeure event. If the force majeure event lasts for more than three months, either party may terminate all or part of the contract without being liable for any damages to the other party, provided that they notify the other party by registered mail with acknowledgment of receipt.

Article 17 – Dispute Resolution

In the event of a dispute, and after attempting to seek an amicable solution, the exclusive jurisdiction is assigned to the Courts of Colmar and the Justice of the Peace of Colmar, regardless of the number of defendants and regardless of their status, including incidental claims, warranty claims, and notwithstanding any conflicting clauses printed on the buyers’ order forms.

Article 18 – Governing Law

Any dispute related to the interpretation and execution of these general terms and conditions of sale shall be governed by French law.

Article 19 – Termination / Cancellation

In the event of contract termination with ITDM Alsace, the entirety of the order and/or hosting will be payable in advance. The client’s right to terminate is subject to compensation to ITDM Alsace. This compensation must cover:
• All work completed at the time of termination;
• Expenses already incurred or becoming unavoidable;
• Loss of profit, estimated at a flat rate of 20% of the total pre-tax order price with a minimum of €75.00.
Termination is done by registered letter sent to ITDM’s headquarters three (3) months before the anniversary date (the anniversary date corresponds to the date of the first invoice issued for this service).