General Terms and Conditions of Sale ^●

1. Overview

MAINTENANCE WP specializes in the creation and maintenance of WordPress websites.

MAINTENANCE WP is a single-member limited liability company (EURL) with share capital of €60,000, whose registered office is located 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 the “General Terms and Conditions”) apply to orders for services placed by a professional client (hereinafter the “Client”) with MAINTENANCE WP (hereinafter referred to as the “Service Provider”).

2. Contractual documents

Unless otherwise provided in the Special Terms and Conditions, the Contract comprises the contractual documents listed below, to the exclusion of all others and in descending order of priority:

– The signed Quote(s) or the order placed on the website https://www.maintenance-wp.fr/wp-content/uploads/2021/11/maintenance-wordpress.svg (“Order” or “Quote”)

– The Special Terms and Conditions that may apply to a subscribed service

– These General Terms and Conditions

– Any appendices

The contractual documents explain one another. However, in the event of any contradiction between them, the higher-ranking document shall prevail.

The Client waives the application of its own general terms and conditions.

The Contract constitutes the entire and sole agreement of the Parties regarding the provisions that are its subject matter. Consequently, as from its entry into force, it supersedes any contract, agreement, exchange of letters or verbal agreement and other negotiations, including previous versions that may have taken place between the Parties prior to the effective date of the Contract and relating to the same subject matter, unless the Client expressly disagrees by registered letter with acknowledgment of receipt within 15 days from the communication of this Contract to the Client.

3. Formation of the Contract

3.1 Order by signed Quote

The Client first contacted the Service Provider in order to explain its needs.

After a study and negotiation phase during which the Service Provider presented its services and informed the Client, the Service Provider sent the prospective Client one or more Quotes, these General Terms and Conditions and any Special Terms and appendices, which, after acceptance by the Client, jointly form the Contract.

During the prior information phase, the Client undertakes to communicate to the Service Provider in writing its statement of requirements and any useful information necessary to determine the specific features of its activity.

The Client has a period of 30 days from receipt of the Contract to accept it, unless otherwise stated in the Quote. After this period, the Quote becomes null and void.

The Contract is deemed to be formed upon receipt by the Service Provider of the Quote signed by the Client.

3.2 Online order

The Client has the option to order certain Services, in particular maintenance Services, on the Service Provider’s website https://www.maintenance-wp.fr/wp-content/uploads/2021/11/maintenance-wordpress.svg.

The Services performed are those indicated on the site at the time of the online Order, as well as the Special Terms applicable to the chosen plan.

The Contract is deemed to be formed upon the Client’s receipt by email of the Order confirmation.

3.3 Common provisions

It is specified that the Contract is not subject to the Consumer Code, since the services offered by the Service Provider are intended solely for Clients acting for professional purposes.

The Parties also derogate from the provisions of Articles 1127-1 and 1127-2 of the Civil Code on contracts concluded electronically.

4. Modification – Cancellation of Order

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 request for modification, the Parties must formalize the signing of a new Quote or an amendment to the Contract.

5. Terms of performance of the Services

The Client shall designate a dedicated contact person before the start of the Services.

Similarly, the Service Provider shall designate a preferred contact person for the Client for the duration of performance of the Services.

The Client may contact the Service Provider by email, videoconference or telephone from 9 a.m. to 12 p.m. and from 2 p.m. to 6 p.m., Monday to Friday (excluding public holidays), in accordance with the Order.

Any urgent intervention and/or intervention outside business days/hours carried out at the Client’s request will result in the application of an increased hourly rate. This increase does not apply to Small Requests under the Evolution plan handled in accordance with the Special Terms.

The Service Provider undertakes to make its best efforts to perform the Services within the indicated timeframes. However, the Service Provider’s timeframes are purely indicative and may under no circumstances constitute an obligation to achieve a specific result.

6. Obligations of the Parties

6.1. Obligations of the Service Provider

The Service Provider is bound by a best-efforts obligation and not by an obligation to achieve a specific 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 Service Provider undertakes to advise the Client during the performance of the Contract so that the services can be completed under the best possible conditions.

In this respect, the Service Provider undertakes in particular:

•to recommend any addition or modification that it deems desirable in order to improve the services;

•to advise the Client on any requests it may make that could call into question the objectives expected from the services or the solutions chosen.

The Service Provider shall take all necessary measures to perform the entrusted services under security conditions that comply with the applicable legal obligations. In this respect, it must ensure, without fail, that it does not perform Services that do not come directly from, or have not been requested by, the Client, that it does not deliver results to unauthorized persons, and that it does not allow free access to its premises to any unauthorized person.

6.2. General Obligations of the Client

The Client shall provide the Service Provider, as soon as possible, with any information and documents that the Service 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 business, etc.). Depending on the nature of the services, the Service Provider may ask the Client to draw up detailed specifications, which shall be appended to the Contract.

In all cases, it is the Client’s responsibility to ensure its own needs and to express them clearly to the Service Provider.

The Service Provider shall make its best efforts to inform and advise the Client on the various Services it offers. The Client remains fully responsible for its choices, in particular 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 for the consequences of its choices. It is the Client’s responsibility to ensure that the solutions it chooses are suited to its needs, activities, and security requirements.

The Client shall protect itself against damage that may affect the files, data, and any other elements it entrusts to the Service Provider or integrates into the website. In particular, it shall carry out its own backups, unless this Service is expressly entrusted to the Service Provider under an Order.

It is also the Client’s responsibility to monitor the Services performed by the Service Provider.

The Client undertakes to pay the price of the Services performed by the Service Provider in accordance with the terms of the Contract. Under no circumstances may the Client offset, reduce, or modify the prices, nor suspend payment thereof in advance.

Furthermore, while the Service Provider may, in certain cases, advise the Client on digital needs, it is the Client’s responsibility to make their own choices and to give the Service Provider precise instructions in this regard.

The Client is also personally responsible for entering into and ensuring the proper performance of the contracts it enters into with third parties (vendors, suppliers, and publishers of digital solutions), even if the Service Provider is mandated by the Client to subscribe to certain solutions in the Client’s name and on the Client’s behalf.

Once the contracts have been subscribed to with these third-party providers, the Service 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 Service Provider may under no circumstances be held liable for the malfunctioning of, or damage caused by, these third-party solutions.

If the Service Provider is required to access the Client’s accounts on these third-party solutions at the Client’s request, the Client undertakes to provide the Service Provider with authorized and dedicated access.

Prior to the Service Provider’s intervention, the Client must obtain all necessary authorizations from the holders of the intellectual property rights relating to the solutions made available to the Service Provider for the performance of the Services.

In the event that the performance of these terms requires the Client to provide solutions, the Client undertakes to make them available to the Service Provider under the conditions defined below. The Client shall be responsible for the costs and maintenance of the solutions made available to the Service Provider.

The Client undertakes to respect the rights of third parties, in particular personality rights and the intellectual property rights of third parties, such as copyrights, patent rights, or trademark rights.

The Client is responsible for paying for any license or right to use tools and software provided by a third party.

The Client is responsible for the integrity of the data it manages and for its confidentiality. The Client is and remains solely responsible for the content stored or processed on its website.

The Client undertakes not to engage in any improper, fraudulent, or excessive use of the site that could jeopardize its stability and security and/or that could directly or indirectly affect the services provided by the Service Provider.

The Client undertakes to comply with all legal and regulatory requirements in force as a result of its activity, particularly in relation to the use of the website. The Client also undertakes to take out all necessary insurance with a demonstrably solvent organization in order to cover any damage attributable to it under this Agreement or its performance. The Client also undertakes to comply with the security practices recommended by the CNIL and available on its website www.cnil.fr.

7. Price

7.1 Determination of the price

The price is defined by the Service Provider in the Order.

The services may be priced on a time-spent basis or at a fixed price, corresponding to a number of hours per month over a specified period. If the agreed package is exceeded, additional services will be invoiced separately at the Service Provider’s usual rate. The price does not include taxes, travel expenses, meals, accommodation, purchase of equipment, or any other costs, which are invoiced 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 fees, such as license costs relating to plugins, themes, etc. specified in the Quotation, shall be borne in full by the Service Provider until the website goes live, unless otherwise stated in the Quotation. These fees shall be borne by the Client from the date the website goes live, unless they have been expressly indicated as being included in the price of the maintenance subscribed to by the Client with the Service Provider.

7.3 Price revision clause

For services lasting more than one year, prices may be revised at the Service Provider’s initiative on the anniversary date or on January 1 of each year, up to a limit of 3%.

7.4 Review clause

Independently of the price revision clause referred to above, in the event of a significant increase in the costs related to the performance of the Contract, for example costs related to hosting, the Service Provider shall be entitled to request a revision of its rates.

In the event of the Client’s express disagreement with this revision, the Client may terminate the Contract in writing, with two months’ notice. The Client shall then be liable for the services performed and the initially agreed price until the early termination date of the Contract.

8. Invoicing and payment

The Client is informed and agrees to receive the invoice corresponding to the Order in electronic format.

The Service Provider shall send the Client one or more invoices, in accordance with the schedule indicated in the Order.

Any payment made after the deadline has expired shall give rise, as a late-payment penalty, to the application of interest equal to that applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points, as well as a fixed indemnity for recovery costs in the amount of 40 euros. Late-payment penalties are payable without any reminder being necessary. Furthermore, in the event of a payment incident, the Service Provider reserves the right to suspend the Services and, if the situation persists, to terminate the Contract.

9. Liability

The Service Provider is bound by a best-efforts obligation and may incur liability in the event of directly attributable and proven fault.

The Service Provider provides no warranty of any kind whatsoever.

The Service Provider’s liability may be incurred only for direct damages attributable to it under the Contract, indirect damages being excluded (including loss of turnover, profit, loss of orders, loss and breach of files or data, loss of opportunity, damage to reputation, disorganization). The Service Provider is responsible only for the tasks expressly assigned to it in this Contract.

The Service Provider is in no way responsible for facts attributable to the Client’s elements on which the Client asks the Service Provider to intervene under the Contract, for example for the redesign of a website.

The Service Provider may not be held liable in any way whatsoever for the use made by the Client or by 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 on which it intervenes. Nor does it guarantee the continuity and quality of the Client’s communication links, in particular failures in the Client’s Internet access. Accordingly, the Service Provider may not be held liable in the event of a malfunction of communication networks that may have caused delays in the performance of the services and/or the loss or destruction, in whole or in part, of data.

Under no circumstances may the Service Provider be held liable in the event of:

-anomalies, non-compliance, defects or security vulnerabilities in third-party solutions installed on the Client’s website, such as plugins, extensions or modules, even if these solutions were installed by the Service Provider,

-anomalies, non-compliance, defects or security vulnerabilities originating from an existing website not created by the Service Provider

-fault, negligence, omission or failure by the Client, or by a third party, constituting the sole cause of the damage occurring,

-malfunction, non-compliance or any other event attributable to an extension/plugin

-malfunction or unavailability of a tangible or intangible asset where it was 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 or supervision,

-accidental loss or destruction of data by the Client, or by a third party who accessed the website using the Client’s login credentials,

-force majeure as defined in the “Force Majeure” article of this Agreement.

Furthermore, the Service Provider may not, in particular, be held liable for service interruptions or damages related to:

-abnormal or fraudulent use of the website by the Client, or by a third party, requiring the service to be shut down for security reasons;

-to misuse of the services by the Client or a third party;

-to fraudulent intrusion by, or continued unauthorized presence of, a third party on the site, or to the unlawful extraction of data, despite the implementation of security measures consistent with the current state of the art;

-to the nature and content of the information contained on the Client’s site; more generally, the Provider may under no circumstances be held liable for data, information, images, or 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 directly invoked by a third party to the Contract, the Provider being liable only contractually toward the Client.

The Parties agree that the Provider’s liability is limited, for all losses combined, to the annual amount received excluding tax by the Provider under the Order concerned by the fault.

10. Insurance

Each Party undertakes to take out an insurance policy covering its professional civil liability for its activities and obligations arising from this Contract.

Each Party undertakes to maintain this policy throughout the term of this Contract and to provide proof thereof at the request of the other Party, by providing a certificate from its insurers listing the coverages taken out, their amount, and their period of validity.

Any amendment, suspension, cancellation, or termination of this insurance policy, for any reason whatsoever, must be reported to the other Party as soon as possible.

11. Confidentiality

The Parties agree that all information exchanged between them for the negotiation, conclusion, and performance of the Contract is confidential information. They undertake to keep it confidential, except for 1/ information available to the public, 2/ information already known to the receiving Party, or 3/ any contrary provision expressly agreed between 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 the Contract. This clause shall remain applicable for a period of 3 years after the end of the Contract.

12. Term of the Contract

The Contract is concluded for an initial term as defined by the Parties in the Order or the applicable Special Terms and Conditions.

If no term is provided, the Contract is concluded for the duration required to perform the Services.

13. Termination

In the event of a breach by one Party of any of its obligations under this Contract, the other Party shall be entitled, 15 days after formal notice sent by registered letter with acknowledgment of receipt has remained without effect, to terminate this Contract as of right, without prejudice to any damages it may claim as a result of the breaches invoked.

14. Force majeure

Neither Party may be held liable for any delay or failure due to the occurrence of a Force Majeure event customarily recognized by the case law of French courts and tribunals. In all cases, the Parties contractually acknowledge that any damage originating 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 movement, civil or foreign war, attack, severe weather, earthquake, epidemic and pandemic.

The Party wishing to invoke a Force Majeure event must notify the other Party by registered letter with acknowledgment of receipt as soon as possible once it becomes aware of such an event. Once the effects resulting from the invoked Force Majeure event have ceased, the affected Party shall immediately resume performance of its obligation.

If the effects resulting from the event constituting a force majeure event persist for more than 15 days, the Parties agree that this Agreement may be automatically terminated at the initiative of the more diligent Party by registered letter with acknowledgment of receipt, without prejudice to the payment terms for services already performed.

15. Assignment – Subcontracting

The Service Provider is generally authorized by the Client to subcontract all or part of the services.

In the event of subcontracting, the Service Provider shall remain liable to the Client for the proper performance of the contract and the services by the subcontractor it has engaged.

The Service Provider is authorized to assign all or part of the services, provided that it informs the Client in advance. In the event of assignment of this Agreement by the Service Provider, the Service Provider shall in no way be held jointly and severally liable for the proper performance of the Agreement.

16. Personal Data

Under the Agreement, the Service Provider may be required to carry out personal data processing on behalf of the Client.

The rules relating to the protection of personal data are set out in the Special Terms and Conditions “Personal Data Processing”, as well as, if necessary and additionally, in any other written document (Quotation, appendix).

17. Evidence Agreement

The Client acknowledges the validity and evidential value of electronic exchanges and records made by the Service Provider and agrees that such records shall have the same evidential value as a handwritten signed document. All computer or digital data and files recorded on the Service Provider’s IT infrastructure shall constitute evidence of the facts to which they relate.

18. References

The Service Provider may cite, as business references, the Client’s corporate name and trade name, its logos, visuals, videos, website, and refer to the contractual relationship covered by this Agreement.

The Service Provider may also freely reuse the work produced for the Client for communication and advertising purposes.

19. Independence of the Parties

The Parties remain independent professionals and are bound only under and in accordance with the terms of this Agreement.

The Service Provider remains free to organize itself as it wishes in order to perform the Services covered by this Agreement.

The provisions of this Agreement may under no circumstances be interpreted as creating any company between the Parties, nor any agency relationship, nor any subordination, nor any joint and several liability or affectio societatis.

Accordingly, each Party undertakes not to do anything that could mislead a third party in this regard, nor to make any commitment or offer any guarantee on behalf of the other Party.

20. Applicable law – Jurisdiction

THE VALIDITY OF THIS AGREEMENT AND ANY OTHER MATTER OR DISPUTE RELATING TO ITS INTERPRETATION, PERFORMANCE OR TERMINATION SHALL BE GOVERNED BY FRENCH LAW.

THE PARTIES UNDERTAKE TO DEVOTE THEIR BEST EFFORTS TO THE AMICABLE RESOLUTION OF ANY MATTERS OR DISPUTES THAT MAY DIVIDE THEM, PRIOR TO REFERRING THE MATTER TO THE COURT DESIGNATED BELOW.

THE PARTIES AGREE THAT, IN THE EVENT THAT AN AMICABLE AGREEMENT CANNOT BE REACHED WITHIN A PERIOD OF 45 DAYS, THE COURTS WITHIN THE JURISDICTION OF THE PARIS COURT OF APPEAL SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR ANY DISPUTE ARISING FROM THE VALIDITY, INTERPRETATION, PERFORMANCE OR TERMINATION OF THIS AGREEMENT, AND MORE GENERALLY ANY DISPUTE ARISING FROM THESE TERMS THAT MAY DIVIDE THEM, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY PROCEEDINGS.

21. Special Terms: Evolution plan, Unlimited Modifications

These Special Terms apply to Clients who have subscribed to the Evolution plan. They shall prevail over the General Terms in the event of any contradiction, in accordance with Article 2.

21.A Purpose

The Evolution plan includes a service for routine changes to the Site, known as “Unlimited Changes,” provided without deducting from the custom development hours included in the plan. This service applies only to the Site designated in the Order.

21.B Included requests (“Small Requests”)

Any request whose estimated completion time, as assessed by the Service Provider, does not exceed thirty (30) minutes is included, provided that it concerns:

• the modification of existing content (texts, images, links, menus, legal notices);
• the configuration or adjustment of already installed features and extensions;
• minor display or layout adjustments to existing elements;
• minor content or configuration corrections.

21.C Requests not included

The following are not included and are subject to deduction from the custom development hours of the plan, then to a quote or billing at the current hourly rate: the creation of pages, templates, or features, any custom development, overhaul or redesign, migrations and integrations, copywriting, translation, graphic design, and any request whose estimated duration exceeds thirty (30) minutes. The Service Provider informs the Client before undertaking any service not included.

21.D Processing procedures

Requests are submitted through the channel indicated by the Service Provider (ticket or email), with one subject per request. Two (2) requests are processed in parallel, with subsequent requests placed in a queue in order of arrival. The Service Provider endeavors to process each Small Request within forty-eight (48) business hours. This timeframe is indicative and does not constitute an obligation to achieve a specific result, in accordance with Article 5. It does not apply to the handling of incidents, which are subject to the intervention timeframes of the plan.

21.E Reasonable use

The service is intended for routine maintenance of the Site. The volume is limited to four (4) Small Requests per business day. Requests beyond this threshold are processed on the following business day or days, at no additional cost. Any misuse is excluded, in particular splitting a project into successive requests to avoid a quote, or designing a page or feature through repeated modifications. In the event of use exceeding reasonable use, the Provider informs the Client and may propose an appropriate quote or invoice the relevant requests at the hourly rate in effect. In the event of continued misuse, the Contract may be terminated under the conditions of Article 13 “Termination”.

21.F Technical reservations

The Provider may refuse, or make subject to a prior backup, any modification likely to compromise the security, stability, performance or compliance of the Site, in particular in the case of an extension or theme that is not maintained.

21.G Content and validation

The Client guarantees that they hold the rights to the content they submit and remains responsible for it. They have five (5) business days after execution to report any anomaly related to a modification.

21.H Price, term and termination

Unlimited Changes are included in the price of the Evolution plan. They do not entitle the Client to any refund or carryover in the event of non-use.

The Evolution plan is offered under two arrangements, specified in the Order:

• Monthly subscription with no commitment: the Contract is tacitly renewed from month to month. Either Party may terminate it at any time, by email, with effect at the end of the current monthly period.
• Annual commitment: the Contract is entered into for twelve (12) months and tacitly renewed for identical periods, unless termination is notified by email at least thirty (30) days before the expiry date. The amounts due for the current commitment period remain payable.

Unlimited Modifications cease with the Evolution plan, in the event of a change of plan or termination. In the event of late payment, the Provider may suspend the service until the account is brought up to date.

Last updated on 10/14/2026