Last Updated: 01 April 2025
These Terms of Use (the “Agreement”) govern the relationship between [Provider Name], (“Provider,” “we,” “us,” or “our”), and any individual or entity (“Client,” “you” or “your”) subscribing to or using our software development services (“Services”). By purchasing or using our Services, you agree to be bound by this Agreement.
“Services”: The subscription-based software development, consulting, or related tasks described in this Agreement.
“Deliverables”: Any outputs—such as source code, design documents, or related software artifacts—that are produced and delivered by Provider to Client under this Agreement.
“Subscription”: The recurring payment model (monthly, quarterly, or otherwise) for which Client enrolls to receive the Services.
4. CLIENT OBLIGATIONS
4.1. Information and Access
Client agrees to provide timely and accurate information, technical access, feedback, and other resources reasonably required for Provider to fulfill the Services. Any delay or failure to provide required information may impact the Provider’s ability to meet agreed timelines.
4.2. Compliance and Purpose
Client ensures that all materials, data, and instructions provided to Provider are lawful and do not infringe any third-party rights. Client shall use the Deliverables and Services solely for legitimate, legal purposes.
4.3. Confidentiality
All code, documents, data, and proprietary information exchanged in relation to the Services shall be treated as confidential in accordance with Section 10 (Confidentiality).
4.4. Non-Solicitation
During the term of this Agreement and for two (2) years thereafter, Client agrees not to directly or indirectly solicit, hire, or engage any employee, subcontractor, or consultant of Provider who was directly involved in the Services, unless Provider provides its written consent. Violation of this section may result in Client paying Provider an agreed-upon fee (e.g., three months of the employee’s salary or a percentage of the subcontractor’s contract).
5. PAYMENT AND BILLING
5.1. Subscription Fee
In consideration for the Services, Client shall pay the Subscription Fee as set forth in the subscription plan or a separate proposal. The fee may be a monthly, quarterly, or other periodic amount.
5.2. Invoicing and Payment Terms
Provider will invoice Client on a recurring schedule or per milestone as agreed. All invoices are due upon receipt, unless otherwise indicated. Payments are made by the method(s) indicated on the invoice (e.g., bank transfer, credit card).
5.3. Late or Non-Payment
If Client fails to pay any due amount within 10 days of the invoice date, Provider may, at its discretion and without liability:
Suspend or terminate access to the Services, and/or
Charge late fees or interest at the rate of three (3) times the legal interest rate or as permitted by applicable law.
Any collection fees or legal expenses incurred by Provider to collect overdue amounts shall be borne by Client.
6. DELIVERABLES AND INTELLECTUAL PROPERTY
6.1. Ownership of Pre-Existing IP
Each Party retains ownership of any intellectual property, know-how, or code it owned before entering this Agreement or developed outside of its scope.
6.2. Ownership and License to Deliverables
Unless otherwise agreed in writing:
Work-for-Hire: The Provider grants the Client full ownership of the source code, designs, or other tangible Deliverables specifically created and delivered under this Agreement.
License to Provider’s Tools: Any reusable libraries, frameworks, scripts, or tools (“Provider’s Tools”) used or integrated into the Deliverables shall remain Provider’s property. Provider hereby grants Client a non-exclusive, royalty-free license to use Provider’s Tools solely as integrated into the Deliverables.
6.3. Moral Rights and Acknowledgments
Where applicable under local laws, Provider reserves the right to be acknowledged as the author of any code or creative elements included in the Deliverables. However, Provider agrees not to use Client’s name or logos for marketing or reference without Client’s prior written consent.
7. DATA PROTECTION AND PRIVACY
7.1. Compliance
Each Party shall comply with applicable data protection laws and regulations. If Client discloses personal data to Provider, Client warrants it has all necessary rights and consents. Provider will process such data solely for the purpose of performing Services.
7.2. Security Measures
Provider shall implement reasonable and appropriate technical and organizational measures to protect any personal data processed on Client’s behalf. However, Client acknowledges that no method of transmission or storage is completely secure.
8. TERM AND TERMINATION
8.1. Term
This Agreement commences on the date Client subscribes or otherwise agrees to these Terms and continues for the subscription period selected, renewing automatically unless canceled by either Party in accordance with this Agreement.
8.2. Termination for Convenience
Either Party may terminate this Agreement or any Subscription by providing [X] days’ written notice to the other Party. If Client terminates early, Client shall be liable for all fees due up to the effective termination date.
8.3. Termination for Breach
If either Party materially breaches this Agreement and fails to cure such breach within thirty (30) days following a written notice, the non-breaching Party may immediately terminate this Agreement without further obligation, besides payment for Services rendered up to the termination date.
8.4. Effects of Termination
Upon termination:
Provider will cease performing Services;
All amounts owed by Client become immediately due; and
Each Party shall return or delete the other Party’s Confidential Information as requested.
Sections of this Agreement that by their nature should survive termination (e.g., confidentiality, payment obligations, IP ownership, limitations of liability) shall remain in effect.
9. REPRESENTATIONS AND WARRANTIES
9.1. Provider’s Warranties
Provider warrants that:
It has the right and authority to enter into this Agreement and provide the Services;
The Services will be performed in a professional and workmanlike manner consistent with industry standards.
9.2. Client’s Warranties
Client warrants that:
It has the right and authority to enter into this Agreement;
All materials and instructions provided to Provider are accurate, lawful, and do not violate any third-party rights.
9.3. Disclaimer of Other Warranties
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
NO INDIRECT DAMAGES: NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUES, OR BUSINESS OPPORTUNITIES).
CAP ON DIRECT DAMAGES: PROVIDER’S TOTAL, AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO PROVIDER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.1. By Client
Client agrees to defend, indemnify, and hold harmless Provider from any third-party claims, damages, and liabilities (including reasonable attorneys’ fees) arising out of or related to (a) Client’s breach of this Agreement, or (b) Client’s violation of any laws or third-party rights.
12.2. By Provider
Provider agrees to defend, indemnify, and hold harmless Client from any third-party claims that the Deliverables, as delivered, infringe any third-party intellectual property rights. This obligation does not apply if the alleged infringement arises from Client’s unauthorized modifications or combination with other products not supplied by Provider.
Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, fire, floods, strikes, or governmental actions (“Force Majeure Event”). The Party affected shall notify the other Party promptly. If the Force Majeure Event lasts more than thirty (30) days, either Party may terminate this Agreement immediately without liability (except for fees owed for Services performed before termination).
The Contract is governed by French law and shall be interpreted in accordance with that law.
In the event of a dispute between the Parties concerning its validity, interpretation, or performance, the Parties shall endeavor to resolve their dispute amicably. Failing an agreement within one month following the first written notification of the dispute from one Party to the other, the dispute shall be submitted to the exclusive jurisdiction of the courts of Paris, including in the event of multiple defendants or third-party proceedings.
15.1. Entire Agreement
This Agreement supersedes all prior discussions, proposals, or contracts between the Parties regarding the subject matter and constitutes the entire agreement.
15.2. Severability
If any provision of this Agreement is held unenforceable, the remaining provisions remain in effect.
15.3. Modification
Any amendments, modifications, or supplements must be in writing (including electronic form) and agreed upon by both Parties.
15.4. No Waiver
The failure by either Party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.
15.5. Assignment
Client may not assign or transfer this Agreement or any rights or obligations hereunder without Provider’s prior written consent. Any attempt to assign in violation of this clause shall be null and void.
