Sales Terms & Conditions ●
- Presentation
The company MAINTENANCE WP specializes in the creation and maintenance of WordPress websites.
MAINTENANCE WP is a limited liability company (EURL) with a capital of €60000, headquartered at 41 rue des Morillons – 75015 PARIS, registered with the Paris Trade and Companies Register under number 897547824. It is represented by its manager, Mr. Julien Guiard.
These general terms and conditions (hereinafter referred to as "the General Terms and Conditions") apply to orders for services placed by a professional client (hereinafter referred to as the "Client") with the company MAINTENANCE WP (hereinafter referred to as the "Provider").
- Contractual documents
Unless otherwise stipulated in the Special Conditions, the Contract comprises the contractual documents listed below to the exclusion of all others and in descending order:
– The signed quote(s) or the order placed on the website https://www.maintenance-wp.fr/ ("Order" or "Quote")
– Any specific conditions that may apply to a subscribed service
– These General Terms and Conditions
– Any appendices
The contractual documents are mutually explanatory. However, in the event of a contradiction between them, the higher-ranking document shall prevail.
The Client waives the application of its general terms and conditions.
This Agreement constitutes the entire and sole agreement between the Parties regarding its provisions. Consequently, it supersedes, from its effective date, all contracts, agreements, exchanges of letters, oral agreements, and other negotiations, including any previous versions that may have occurred between the Parties prior to the effective date of this Agreement and having the same subject matter, unless the Client expressly objects by registered letter with acknowledgment of receipt within 15 days of receiving this Agreement.
- Contract Formation
3.1 Order by Signed Quote
The Client previously contacted the Service Provider to explain their needs.
After a study and negotiation phase during which the Provider presented its services and informed the Client, the Provider sent the prospective Client one or more Quotes, these General Terms and Conditions and any Special Conditions and annexes, which after acceptance by the Client, together form the Contract.
During the preliminary information phase, the Client undertakes to communicate in writing to the Provider its expression of needs and any useful information necessary to determine the specifics of its activity.
The Client has 30 days from receipt of the Contract to accept it, unless otherwise stated in the Quote. After this period, the Quote becomes invalid.
The Contract is deemed to be formed upon receipt by the Provider of the Quote signed by the Client.
3.2 Online Ordering
The Customer has the option to place orders on the Provider's website https://www.maintenance-wp.fr/ certain services, in particular maintenance services.
The services provided are those specified on the website at the time of the online order.
The Contract is deemed to be formed upon receipt by the Client of the Order confirmation by email.
3.3 Common provisions
It is specified that the Contract is not subject to the Consumer Code since the services offered by the Provider are only intended for Clients acting for professional purposes.
Furthermore, the provisions of Articles 1127-1 and 1127-2 of the Civil Code concerning contracts concluded electronically are waived.
- Order Modification/Cancellation
Any modification or cancellation of the Order requested by the Client after the conclusion of the Contract will only be taken into account if it has been notified in writing to the Service Provider no later than 15 business days before the scheduled start date of the Services. In the event of a modification request, the Parties must formalize this by signing a new Quote or an amendment to the Contract.
- Terms and Conditions for the Performance of Services
The Client designates a dedicated contact person before the start of the Services.
Similarly, the Provider will designate a preferred contact person for the Client for the duration of the performance of the Services.
The Client may contact the Provider by email, video conference or telephone from 9am to 12pm and from 14pm to 18pm, Monday to Friday (excluding public holidays), in accordance with the Order.
Any urgent intervention and/or intervention outside of working days/hours made at the request of the Client will result in the application of an increased hourly rate.
The Provider undertakes to make its best efforts to complete the Services within the stated timeframes. However, the Provider's timeframes are purely indicative and do not constitute a binding obligation of result.
- Obligations of the Parties
6. 1. Provider's Obligations
The Service Provider is bound by an obligation of means, not an obligation of result. It undertakes to make its best efforts to ensure the proper performance of the services and to keep the Client informed of any difficulties that may arise during the course of the services.
The Provider undertakes to advise the Client during the execution of the Contract so that the services can be delivered under the best conditions.
In this capacity, the Service Provider undertakes, in particular:
• to recommend any addition or modification that he or she would consider desirable to improve services;
• to advise the Client on any requests from them that could call into question the objectives expected from the services or solutions chosen.
The Service Provider will take all necessary measures to perform the services entrusted to it under safety conditions that comply with applicable legal obligations. In this respect, it must absolutely ensure that it does not perform services that do not originate directly from or are not requested by the Client, that it does not deliver results to unauthorized persons, and that it does not allow unrestricted access to its premises to any unauthorized person.
6. 2. General Obligations of the Client
The Client shall provide the Provider, as soon as possible, with all information and documents that the Provider deems necessary for the proper performance of the Services, as defined in the Contract, as well as all information necessary for the performance of the services (documentation, technical prerequisites, regulatory constraints specific to its activity, etc.). Depending on the nature of the services, the Provider may request the Client to prepare a detailed specification document, which will be attached to the Contract.
In all cases, it is the Client's responsibility to ascertain their own needs and to express them clearly to the Service Provider.
The Provider makes every effort to inform and advise the Client on the various Services it offers. The Client remains fully responsible for its choices, including those relating to its digital resources, the selection of its third-party suppliers and publishers, type of hosting, data location, personal data protection, specific security issues, regulations specific to its business or sector, etc., and the consequences of its choices. It is the Client's responsibility to ensure that the solutions it chooses are suitable for its needs, its business activities, and its security requirements.
The Client shall protect themselves against any damage that may occur to the files, data, and any other elements that they entrust to the Service Provider or integrate into the website. In particular, they shall perform their own backups, unless this service is expressly entrusted to the Service Provider as part of an Order.
It is also the Client's responsibility to monitor the Services performed by the Provider.
The Client agrees to pay the price of the Services performed by the Provider in accordance with the terms of the Contract. The Client may not, under any circumstances, offset, reduce, or modify the prices, nor may they suspend payment in advance.
Furthermore, while the Provider may, in certain cases, advise the Client on digital needs, it is up to the Client to make their own choices and give their precise instructions to the Provider in this regard.
The Client is also personally responsible for the conclusion and proper execution of contracts that it enters into with third parties (sellers, suppliers and publishers of digital solutions), even if the Provider is mandated by the Client to subscribe in its name and on its behalf to certain solutions.
Once contracts have been signed with these third-party providers, the Provider will proceed in accordance with the Quote and the Client's instructions regarding the implementation and deployment of these third-party solutions on the Client's website.
The Provider cannot under any circumstances be held responsible for the malfunction and damage caused by these third-party solutions.
If the Provider needs to access the Client's accounts on these third-party solutions at the Client's request, the Client agrees to provide the Provider with authorized and dedicated access.
Prior to the intervention of the Provider, the Client must obtain all necessary authorizations from the holders of the intellectual property rights relating to the solutions that it makes available to the Provider for the performance of the Services.
Should the performance of this agreement require the Client to provide solutions, the Client agrees to make them available to the Provider under the conditions defined below. The Client shall be responsible for the cost and maintenance of the solutions provided to the Provider.
The Client undertakes to respect the rights of third parties, including personality rights, intellectual property rights of third parties such as copyrights, patent rights or trademark rights.
It is the Client's responsibility to obtain any license or right to use tools and software from a third party.
The Client is responsible for the integrity and confidentiality of the data they manage. The Client is and remains solely responsible for the content stored or processed on their website.
The Client shall refrain from any abusive, fraudulent or excessive use of the site which would be likely to jeopardize its stability and security and/or which could directly or indirectly impact the services of the Provider.
The Client agrees to comply with all applicable laws and regulations related to its business activities, particularly those concerning the use of the website. The Client also agrees to obtain all necessary insurance from a reputable and financially sound insurer to cover any damages attributable to it under this Agreement or its performance. The Client further agrees to comply with the security practices recommended by the CNIL (French Data Protection Authority) and available on its website www.cnil.fr
- Price
7.1 Price Determination
The price is defined by the Provider in the Order.
Services may be priced on an hourly basis or at a fixed rate, corresponding to a set number of hours per month over a specified period. If the agreed-upon rate is exceeded, additional services will be billed separately at the Provider's standard rate. The price does not include taxes, travel expenses, meals, accommodation, equipment purchases, or any other costs, which will be billed separately.
The Service Provider may offer the Client discounts, rebates or other benefits.
7.2 License fees for plugins, themes and other paid elements
Any costs, such as license fees for plugins, themes, etc., specified in the Quote, are the sole responsibility of the Provider until the website goes live, unless otherwise stated in the Quote. These costs become the Client's responsibility from the date of go live, unless they have been expressly included in the price of the maintenance contract purchased by the Client from the Provider.
7.3 Price revision clause
For services lasting more than one year, prices may be revised at the initiative of the Provider on the anniversary date or on January 1st of each year within a limit of 3%.
7.4 Review clause
Notwithstanding the price revision clause referred to above, in the event of a significant increase in the costs related to the execution of the Contract, for example costs related to accommodation, the Provider is entitled to request a revision of its rates.
If the Client expressly disagrees with this revision, they may terminate the Contract in writing, with two months' notice. The Client will then be liable for the services rendered and the initially agreed price until the early termination of the Contract.
- Billing and Payment
The Customer is informed and agrees to receive the invoice corresponding to the Order in electronic format.
The Provider will send the Client one or more invoices, in accordance with the schedule indicated in the Order.
Any payment made after the due date will incur, as a late payment penalty, an interest rate equal to that applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, as well as a fixed recovery fee of €40. Late payment penalties are payable without prior notice. Furthermore, in the event of a payment default, the Service Provider reserves the right to suspend the Service Provider and, if the default persists, to terminate the Contract.
- Responsability
The Provider is bound by an obligation of means and may be held liable in the event of a fault directly attributable and proven.
The Provider provides no guarantee whatsoever.
The Provider's liability shall be limited to direct damages attributable to it under this Agreement; indirect damages are excluded (including, but not limited to, loss of revenue, profit, loss of orders, loss or breach of files or data, loss of opportunity, damage to reputation, and disruption). The Provider is only responsible for the tasks expressly assigned to it in this Agreement.
The Provider is in no way responsible for events attributable to the Client's elements, on which the Client asks the Provider to intervene within the framework of the Contract, for example for the redesign of a site.
The Provider cannot be held responsible in any way for the use made by the Client or third parties of the elements provided, nor for the content and data collected and processed by the Client.
The Service Provider does not guarantee the performance of the websites it creates or maintains. Nor does it guarantee the continuity and quality of the Client's communication links, including any failures in the Client's internet access. Therefore, the Service Provider cannot be held liable for any malfunction of communication networks that may result in delays in the delivery of services and/or the total or partial loss or destruction of data.
Under no circumstances shall the Provider be held liable in the event of:
- anomalies, non-conformities, defects or security flaws in third-party solutions installed on the Client's site, such as plugins, extensions, modules, even if these solutions were installed by the Provider,
- anomalies, non-conformities, defects or security flaws originating from an existing site not created by the Provider
-fault, negligence, omission or failure on the part of the Client, or a third party, which would constitute the sole cause of the occurrence of the damage,
-malfunction, non-compliance or any other event attributable to an extension/plugin
-malfunction or unavailability of tangible or intangible goods in cases where these goods have been provided by the Client,
-any negligence or omission by a third party other than a subcontractor over whom the Service Provider has no power of control and supervision,
-accidental loss or destruction of data by the Client, or a third party who accessed the site using the Client's credentials,
-force majeure as defined in the "Force majeure" article of this Contract.
Furthermore, the Provider cannot be held liable for service interruptions or related damages:
-to abnormal or fraudulent use of the site by the Client, or by a third party requiring the service to be stopped for security reasons;
-to misuse of the services by the Client or a third party;
- an intrusion or fraudulent maintenance of a third party on the site, or the unlawful extraction of data, despite the implementation of security measures in accordance with current technical data;
-to the nature and content of the information contained on the Client's site; more generally, the Provider cannot under any circumstances be held responsible for data, information, images, videos originating from the Client or a third party;
-to an interruption in the supply of electricity or transmission lines due to public or private operators.
Under no circumstances may the Provider's liability be invoked directly by a third party to the Contract, the Provider being solely contractually liable to the Client.
The Parties agree that the Provider's liability is limited, for all damages combined, to the annual amount received excluding VAT by the Provider for the Order concerned by the fault.
- Insurance
Each Party undertakes to take out an insurance policy guaranteeing its professional civil liability for its activities and obligations arising from this Contract.
Each Party undertakes to maintain this policy for the entire duration of this Contract and to provide proof thereof upon request by the other Party, by providing a certificate from its insurers, listing the guarantees subscribed to, their amount and their period of validity.
Any modification, suspension, termination or cancellation of this insurance policy, for any reason whatsoever, must be reported to the other Party as soon as possible.
- Confidentiality
The Parties agree that all information exchanged between them for the negotiation, conclusion, and performance of the Contract is confidential. They undertake to keep it confidential, except for: 1) information accessible to the public, 2) information already known to the receiving Party, or 3) any provision to the contrary expressly agreed upon by the Parties.
All confidential information disclosed by one Party to the other Party shall be kept by the receiving Party in the same manner as it keeps its own confidential information and shall be used only for the purposes of this Agreement. This clause shall remain in effect for a period of three years after the termination of this Agreement.
- Contract Duration
The Contract is concluded for an initial period as defined by the Parties in the Order or the applicable Special Conditions.
If no duration is specified, the Contract is concluded for the duration of the performance of the Services.
- Termination
In the event of a breach by one Party of any of its obligations under this Contract, the other Party shall have the right, 15 days after a formal notice sent by registered letter with acknowledgment of receipt has remained unheeded, to terminate this Contract automatically without prejudice to any damages to which it may be entitled as a result of the alleged breaches.
- Force majeure
Neither Party shall be held liable for any delay or failure due to the occurrence of a Force Majeure event as commonly recognized by French courts. In all cases, the Parties agree that any damage originating from or caused by the following constitutes an act of a third party producing the effects of Force Majeure as provided for in this article: failure of the electricity network, failure of the telecommunications network, the occurrence of a strike, riot or popular uprising, civil or foreign war, terrorist attack, severe weather, earthquake, epidemic, or pandemic.
The Party wishing to invoke Force Majeure must notify the other Party by registered letter with acknowledgment of receipt as soon as possible after becoming aware of such an event. Once the effects of the invoked Force Majeure event have ceased, the affected Party will immediately resume performance of its obligations.
In the event that the effects of the event constituting a case of force majeure persist for more than 15 days, the Parties agree that this Contract may be terminated automatically at the initiative of the most diligent Party by registered letter with acknowledgment of receipt, without this affecting the conditions of payment for services performed.
- Transfer – Subcontracting
The Provider is generally authorized by the Client to subcontract all or part of the services.
In the event of subcontracting, the Provider will remain responsible to the Client for the proper execution of the contract and the services by the subcontractor to whom it will resort.
The Provider is authorized to assign all or part of the services, provided that the Client is informed beforehand. In the event of assignment of this Contract by the Provider, the Provider shall not be jointly liable in any way for the proper performance of the Contract.
- Personal data
Under the Contract, the Provider may be required to process personal data on behalf of the Client.
The rules relating to the protection of personal data are set out in the Special Conditions "Processing of personal data", as well as, if necessary and in addition, in any other written document (Quote, appendix).
- Proof Convention
The Client acknowledges the validity and probative value of electronic exchanges and records made by the Provider and agrees that said records shall have the same probative value as a handwritten signature. All data and computer or digital files stored on the Provider's IT infrastructure shall be considered valid evidence of the facts to which they relate.
- References
The Provider may cite as commercial references the Client's name and trade name, its logos, visuals, videos, website and refer to the contractual relationship referred to in this Contract.
The Provider may also freely reuse the work done for the Client for communication and advertising purposes.
- Independence of the Parties
The Parties remain independent professionals and are bound only by the title and terms of this Agreement.
The Provider remains free to organize itself as it sees fit to perform the Services referred to in this Contract.
The provisions of this Contract shall in no way be interpreted as creating any partnership between the Parties, nor any mandate, nor any subordination, nor any solidarity or affectio societatis.
Thus, each Party undertakes not to do anything which may mislead a third party in this regard, nor to make any commitment, nor offer any guarantee on behalf of the other Party.
- Applicable Law – Jurisdiction
THE VALIDITY OF THIS CONTRACT AND ANY OTHER QUESTION OR DISPUTE RELATING TO ITS INTERPRETATION, PERFORMANCE OR TERMINATION SHALL BE GOVERNED BY FRENCH LAW.
THE PARTIES AGREE TO DEVOTE THEIR BEST EFFORTS TO THE AMICABLE RESOLUTION OF ALL QUESTIONS OR DISPUTES THAT MAY DIVIDE THEM, PRIOR TO REFERRING THE MATTER TO THE COURT DESIGNATED BELOW.
THE PARTIES AGREE, IN THE EVENT THAT AN AMICABLE AGREEMENT CANNOT BE REACHED WITHIN 45 DAYS, THAT THE COURTS WITHIN THE JURISDICTION OF THE COURT OF APPEAL OF PARIS AURONT COMPETENCES EXCLUSIVES POUR KNOW DE TOUT DDISPUTE ARISING FROM THE VALIDITY, INTERPRETATION, PERFORMANCE OR TERMINATION OF THIS AGREEMENT, AND MORE GENERALLY FROM ANY DISPUTE ARISING FROM THIS AGREEMENT WHICH MAY DIVISE THEM, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY CLAIMS.
Last updated on 27/12/2023