General Conditions of Sale

ELISA.DEV, a simplified joint-stock company (SASU) with a capital of €1, registered with the Thonon-les-Bains Trade and Companies Register (RCS) under Kbis 984 484 881 and represented by its manager, Mr. Joachim IFERGAN, engages in the design, publishing, development, and operation of websites and mobile applications.

ELISA.DEV has developed a specific approach by offering its clients assistance from their technical teams, which may or may not include the actual implementation of developments (hereinafter "SERVICES") based on open-source technologies centered around Symfony, requiring increasingly diverse skills and expertise.

The technical teams can thus focus on their core business, namely the implementation of their business processes within a software framework supported by ELISA.DEV.

The purpose of these General Terms and Conditions of Sale (the "GTC") is to define the respective obligations of the CLIENT and ELISA.DEV in the provision of the SERVICES.

IT IS THEREFORE AGREED AND DECLARE AS FOLLOWS:

DEFINITIONS

In these General Terms and Conditions of Sale, unless otherwise indicated, the following expressions and terms shall be defined as follows:
APPLICATION: Web application owned by the CLIENT and subject to ELISA.DEV's services – as defined in the SPECIAL TERMS AND CONDITIONS.
CLIENT: Defined in the SPECIAL TERMS AND CONDITIONS.
SPECIAL TERMS AND CONDITIONS: Specific conditions relating to the CLIENT's needs.
CONTRACT: Together, these General Terms and Conditions and the SPECIAL TERMS AND CONDITIONS.
PARTIES: Collectively, ELISA.DEV and the CLIENT. ELISA.DEV GENERAL TERMS AND CONDITIONS OF SALE

ARTICLE 1 – PURPOSE OF THE CONTRACT

1.1 – Under this CONTRACT, the CLIENT may request ELISA.DEV to carry out one-off or recurring tasks.
ELISA.DEV undertakes to provide, in good faith and with every effort to meet the CLIENT's needs, the services designated in the SPECIAL TERMS AND CONDITIONS.

1.2 – Subject to the provisions, ELISA.DEV undertakes to do its best to:
- audit, analyze, design, and make any recommendations regarding best practices for developing complex web applications, with respect to the APPLICATION.
- where applicable, program any component of the APPLICATION, including, if applicable and without limitation, scripts, applications, programs, websites, search engines, database management engines, and other components.
- where applicable, debug the APPLICATION.
- where applicable, install the APPLICATION on the hosting infrastructure specified by the CLIENT in the specifications.
- where applicable, perform operational tests of the APPLICATION after installation, including display compatibility of the scripts with the most common browsers.
- provide the client at the end of the work with the source code and documentation relating to the modifications made to the APPLICATION, all in digital form. ELISA.DEV will ensure that the CLIENT's schedule is respected as much as possible. However, if during the contract, the initial requirement is modified or, as part of a migration, a hidden feature not initially estimated appears, the final delivery date may be postponed to a later date without the CLIENT being entitled to compensation, which the CLIENT expressly accepts.

ARTICLE 2 – GENERAL OBLIGATIONS OF THE PARTIES AND TERMS AND CONDITIONS OF PERFORMANCE OF SERVICES

2.1 – CLIENT Obligations

2.1.1 – The CLIENT must ensure that it provides ELISA.DEV, which shall maintain the strictest confidentiality, with the information necessary to perform its services and to better understand the CLIENT and its activities, in the format jointly defined by the CLIENT and ELISA.DEV.

2.1.2 – The information must comply with all applicable laws and regulations, including, but not limited to, laws and regulations regarding intellectual property, data protection, and the protection of minors.

2.1.3 – The CLIENT's provision of information must not violate any confidentiality or non-disclosure obligations and must allow ELISA.DEV to use it freely and without restriction in the provision of its SERVICES.

2.1.4 – Where applicable, the CLIENT must provide ELISA.DEV with access to the infrastructure allowing it to conduct functional tests of the APPLICATION in alpha and beta versions once installed on the hosting infrastructure.

2.1.5 – The CLIENT will also conduct beta testing on the APPLICATION infrastructure and will provide comments and, where appropriate, suggestions, as part of a test report, to correct or improve the APPLICATION.

2.1.6 – Except in the event of force majeure, danger, emergency or early termination of this CONTRACT, the CLIENT must ensure that it provides ELISA.DEV with feedback regarding any services performed by ELISA.DEV within a maximum period of 2 weeks after delivery.

2.1.7 – The CLIENT must pay the price for the SERVICES provided by ELISA.DEV, settle the price for any additional or complementary services it may require during the execution of this AGREEMENT, and reimburse the costs incurred, in accordance with the terms of this AGREEMENT.

2.1.8 – Where applicable, the CLIENT must provide ELISA.DEV with access to the server (or the appropriate area thereof) so that ELISA.DEV can install the APPLICATION.

2.1.9 – Where applicable, the CLIENT must provide ELISA.DEV with the server's specific specifications, including those concerning the operation and installation of scripting languages, and, if necessary, obtain authorization from the server owner to install said scripts.

2.1.10 – The CLIENT is solely responsible for the content of the APPLICATION and any damages that may arise from its use or display.

2.2 – ELISA.DEV Obligations

2.2.1 – ELISA.DEV undertakes to provide services in a professional manner, taking into account the state of the art and industry practices, and in accordance with the needs expressed by the CLIENT.

2.2.2 – The APPLICATION must be programmed in the language provided for in the specifications determined by or with the CLIENT's agreement.

2.2.3 – Where applicable, testing of the beta and final versions of the APPLICATION includes verification of proper operation in the technical environment of the server on which the web application will be accessible by third parties.

2.2.4 – ELISA.DEV undertakes to design and implement the SERVICES covered by this AGREEMENT using its own resources and that of any affiliated company, unless assisted by individuals previously approved by the CLIENT.

2.2.5 – ELISA.DEV must ensure, in general, that its employees, suppliers, collaborators, subcontractors, if applicable, as well as any third parties who may assist it in its work, fully comply with the provisions of this AGREEMENT, particularly with regard to intellectual property and confidentiality. 2.2.6 – ELISA.DEV shall make the software components run as smoothly as possible, subject to hardware and software limitations.

2.2.7 – In the event that ELISA.DEV is required to process personal production data as part of the tasks delegated to it by the CLIENT, ELISA.DEV undertakes, where applicable, to comply with the legal requirements relating to the use of these files and, in particular:
- to retain this data for the time necessary to achieve these purposes
- to take all necessary precautions to preserve the security of the data and, in particular, to prevent it from being distorted, damaged, or communicated to unrelated third parties.

2.3 – Testing and Delivery Acceptance

Depending on the nature of the developments carried out by ELISA.DEV, the scope of the tests required for the proper functioning of this work will be defined with the CLIENT.
ELISA.DEV must perform the defined tests before the production of the modifications made to the APPLICATION and verify its operation in accordance with the initially validated test plan, both functionally and technically, particularly with regard to the quality of the added and/or modified source code.

2.4 – Performance Method

The SERVICES provided by ELISA.DEV will generally be performed remotely, within ELISA.DEV's premises, outside the CLIENT's premises. However, occasional assignments requiring on-site presence may also be performed within the CLIENT's premises, subject to travel expenses and travel time being included in the price of the SERVICES.

ARTICLE 3 - INTELLECTUAL PROPERTY

3.1 – The content of the APPLICATION must not infringe any intellectual property rights, whether proprietary or moral, that a third party may claim.

3.2 – CLIENT'S Intellectual Property Rights

All intellectual property rights, whether proprietary or moral, relating to the content and information provided by the CLIENT belong to the CLIENT, subject to any intellectual property rights, whether proprietary or moral, that may belong to a third party and for which the CLIENT has obtained the necessary assignments or authorizations.
ELISA.DEV's use of said content and information is limited to the design and implementation of modifications to the APPLICATION under the conditions set forth in the terms of this AGREEMENT.

3.3 – This CONTRACT does not grant ELISA.DEV any intellectual property rights in the APPLICATION and the elements that compose it, which remain and become, as development progresses, the entire and exclusive property of the CLIENT.

ELISA.DEV is prohibited from using the written material, sounds, images, video sequences, in any format whatsoever, and also the software, applications, utilities, and databases that the CLIENT may have created or to which it has the rights, for purposes other than the purpose for which it is responsible.
Upon payment of the price of its services and any additional or complementary services that may be requested by the CLIENT during the execution of this AGREEMENT, ELISA.DEV exclusively assigns to the CLIENT, for any type of exploitation, the intellectual or industrial property rights, including rights related to the exploitation of trademarks, literary and artistic property rights, in particular reproduction, representation, and adaptation rights, rights to software or computer files, and rights to the contents of databases, known as "sur generis rights" relating to the Web APPLICATION. ELISA.DEV waives the right to invoke, in particular in the event of subsequent modification of the APPLICATION, the rights acquired during the development of said product.

3.4 – The transfer provided for in the preceding paragraph will be made for the duration of the protection of the intellectual, artistic, and industrial property and for the entire world.

It is expressly agreed that, where necessary, the price of the transfer of the aforementioned industrial and intellectual property rights is included in the fixed price defined in Article 11 hereof.
This transfer of ownership does not apply to methods, tools, other intellectual works, or software components of an essentially technical nature (i.e., not specific to the CLIENT's needs) that ELISA.DEV may use in the course of the proper performance of the assignment, which are and remain the property of ELISA.DEV.

ARTICLE 4 – CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

4.1 – ELISA.DEV acknowledges that certain information provided and to be provided by the CLIENT is or may be of strategic importance and therefore constitutes industrial and commercial secrets. 4.2 – During the term of this AGREEMENT and for a period of 1 (year) years after its termination, termination, or more generally its termination, except with respect to information in the public domain, ELISA.DEV undertakes to the CLIENT to:
- maintain confidentiality and not disclose the information,
- implement all useful and effective measures to maintain the confidentiality of the information,
- not communicate or use the information, for its own account or on behalf of a third party, whether professionally or privately, for remuneration or on a voluntary basis,
- take useful and effective measures to ensure that persons associated with ELISA.DEV who become aware of the aforementioned information maintain the confidentiality of the information.

However, the CLIENT expressly authorizes ELISA.DEV to include its name, logo, and trademark in its commercial reference list. Furthermore, the CLIENT acknowledges that ELISA.DEV may disclose to third parties the existence of this CONTRACT and all or part of the work entrusted to it.
It is understood, however, that for any commercial promotion or any use involving commercial, industrial, technical, or financial information communicated by the CLIENT, or of which it may have become aware during the execution of this CONTRACT, ELISA.DEV undertakes to request authorization from the CLIENT, who will grant or refuse it, detailing their reasons.
This authorization request may be made by any means, with the CLIENT having 15 (fifteen) days from the authorization request to give their consent or refuse. If the CLIENT fails to respond within this period, they shall be deemed to have accepted. ELISA.DEV prohibits itself from making any use of it other than that mentioned above and in particular from transmitting this information to a third party, whether free of charge or for a fee.

ARTICLE 5 – MUTUAL INDEPENDENCE

The PARTIES remain independent professionals and are bound only by the terms and conditions of this AGREEMENT.
The provisions of this AGREEMENT may in no way be interpreted as creating any partnership between the PARTIES, nor any mandate, nor any subordination, nor any joint and several liability.

ARTICLE 6 – COLLABORATION – COOPERATION

The PARTIES undertake, in accordance with Articles 1103, 1104, and 1194 of the Civil Code, to implement reasonable efforts to ensure that the performance of the AGREEMENT is carried out under satisfactory conditions and that the contractual relationship adapts to the CLIENT's evolving needs. Collaboration requires frequent contact, either by all means of telecommunication for the exchange of information, or by meetings in which the PARTIES must participate, taking into account their mutual availability and under the conditions provided for in this CONTRACT.

ARTICLE 7 – REPRESENTATIONS AND WARRANTIES

7.1 – ELISA.DEV represents and warrants to the CLIENT that it will make every effort to:
- provide its services professionally and efficiently, in accordance with generally accepted rules,
- comply with all specifications relating to the SERVICES it must provide, as determined by the CLIENT,
- respect the intellectual property rights held by third parties in the development tools it will use and in the elements it will design using any tool,
- not use, except for the purpose of fulfilling the obligations set out in this AGREEMENT, any confidential information or secrets entrusted to it by a third party, including a client of the CLIENT, unless it has received the CLIENT's prior express authorization,
- that any developments carried out comply with applicable laws, regulations, and major standards, particularly those relating to intellectual property, public freedoms, and communication,

7.2 – The CLIENT represents and warrants to ELISA.DEV that:
- the APPLICATION will not contain any element that could be linked, in particular, to pedophilia, practices that constitute an attack on human dignity, racial hatred or xenophobia, the promotion of terrorism or violence, the manufacture of explosives, the manufacture or distribution of narcotics or illegal or illicit substances, incitement to sedition, or opposition to the functioning of public institutions,
- the CLIENT is familiar with the Internet, its characteristics, and its limitations,
- the CLIENT has ensured that the services provided by ELISA.DEV are capable of meeting its needs,
- the CLIENT knows and is aware that data transmissions over the Internet are only technically reliable, as they circulate over heterogeneous networks with diverse technical characteristics and capabilities, and that ELISA.DEV cannot be held liable for these risks,
- he/she knows and is aware that the networks used are sometimes saturated at certain times of the day,
- he/she knows and is aware that data circulating on the internet is not protected against possible misappropriation, and that therefore the communication of passwords, confidential codes, and more generally, confidential or sensitive information is carried out by him/her at his/her own risk and peril.
- he/she owns all intellectual property rights allowing the regular operation of the APPLICATION, in accordance with what is provided for in this CONTRACT.

ARTICLE 8 – LIABILITY

In accordance with common law, each PARTY is liable to the other PARTY for damages of any kind incurred in the performance of its contractual obligations under the AGREEMENT.
However, ELISA.DEV is not liable for indirect damages for loss of profits, loss of data, or costs of acquiring replacement products or services, or for any special, incidental, or consequential damages.
Any action brought against the CLIENT by a third party (particularly its customers) constitutes indirect damages and therefore does not entitle it to any compensation.
Generally speaking, the CLIENT expressly indemnifies ELISA.DEV against any claim of any kind whatsoever, emanating from any user or third party, and against any action or claim that may be brought against ELISA.DEV regarding the content of the APPLICATION, its use by the CLIENT or by third parties, and more generally regarding the service provided, the subject of this AGREEMENT. In the event of a dispute relating to the service operated by the CLIENT, ELISA.DEV reserves the right to unilaterally suspend this CONTRACT until the dispute is resolved, which the CLIENT expressly accepts.

ARTICLE 9 – CONTRACTUAL WARRANTY

Without prejudice to any legal warranties that may be applicable under common law, ELISA.DEV will provide the CLIENT with a contractual warranty for modifications made to the APPLICATION under the CONTRACT.
The duration of this contractual warranty is 1 (one) month from the delivery by ELISA.DEV of the relevant development (hereinafter: the "WARRANTY PERIOD").
During the WARRANTY PERIOD, ELISA.DEV must investigate the cause of any blocking malfunctions reported by the CLIENT and remedy them if the SERVICES provided are indeed the cause of these malfunctions.
ELISA.DEV guarantees that the elements, services, and functionalities made available to the CLIENT comply with the stated indications and specifications and are usable as such.
ELISA.DEV guarantees the CLIENT that the SERVICES provided by ELISA.DEV under the CONTRACT or the tools used by ELISA.DEV do not constitute a violation of industrial or intellectual property rights or any other rights belonging to a third party.
ELISA.DEV also guarantees the CLIENT against any recourse or action that may be brought by individuals or legal entities who, although not involved in the development or implementation, may assert any rights whatsoever over all or part of the APPLICATION.

ARTICLE 10 – FINANCIAL CONDITIONS

10.1 – Price of SERVICES

In consideration for the services performed by ELISA.DEV, the CLIENT will pay ELISA.DEV at the end of the month the amount stipulated for the days (or hours) of services performed as the work progresses.
It is understood that a workday consists of 7 hours and 30 minutes. Work time will be recorded using a tool provided by the CLIENT or by ELISA.DEV. For maximum transparency, the use of this tool will be at the CLIENT's discretion.
The price of services per day, excluding tax, is EUR 550 per day worked.
The price of services per hour worked, excluding tax, is EUR 75.
If the service is not taxable in France but is in Switzerland, and the company ELISA.DEV is not subject to VAT in Switzerland, the transaction benefits from a VAT exemption pursuant to Article 259 1° of the French General Tax Code (CGI), or Article 44 of Directive 2006/112/EC, or other articles in the case of exceptions. Swiss VAT will be paid by self-assessment by the Swiss CUSTOMER.
Any incident or delay in payment on the due date will automatically result in the application of a late payment penalty at the rate of 10%, as well as the invoicing of financial and recovery fees, without prejudice to the suspension and/or termination of the CONTRACT, which the CUSTOMER expressly and unconditionally accepts.
In the event of non-payment for the development of a component of the APPLICATION, the latter remains the property of ELISA.DEV, which reserves the right to suspend or delete the work performed, without this suspension giving rise to any compensation whatsoever for the benefit of the CLIENT.
If the project is suspended, as the case may be, for two consecutive months due to the CLIENT's failure to provide information necessary for the proper execution of the CONTRACT or the failure to validate deliverables within the deadlines specified by ELISA.DEV, the latter reserves the right to invoice the project according to the aforementioned schedule without taking into account the progress of the work.

10.2 – Payment Method

ELISA.DEV invoices are payable upon receipt and without delay (due within 10 business days) to the account designated by ELISA.DEV to the CLIENT.

ARTICLE 11 – HARDSHIP CLAUSE

In the event that the data on which this AGREEMENT is based are modified to such an extent that either PARTY encounters serious and unforeseeable difficulties, they will consult each other and must demonstrate mutual understanding with a view to making any adjustments that appear necessary as a result of circumstances that were not reasonably foreseeable at the date of conclusion of this agreement, so that the conditions for a fair agreement can be reestablished. The PARTY who considers that the conditions set out in the paragraph above are met shall notify the other PARTY by registered letter with acknowledgment of receipt, specifying the date and nature of the event(s) giving rise to the change alleged by it, calculating the amount of the current or future financial loss and making a proposal for compensation to remedy this change. Any notification sent more than 12 (twelve) days after the occurrence of the event by the party who initiated the notification shall have no effect.

ARTICLE 12 – EXCHANGES – EVIDENCE – NOTIFICATIONS

The PARTIES agree that:
• a screenshot of the electronic message,
• a printout of the electronic message from the messaging software, provide valid proof of the content of the exchanges.
The nullity, lapse, lack of binding force, or unenforceability of any of the provisions of this AGREEMENT shall not entail the nullity, lapse, lack of binding force, or unenforceability of the other provisions, which shall remain in full force and effect.
Without prejudice to the foregoing provisions, any notification required to be given under this AGREEMENT shall be given in the form of an electronic message. However, the PARTIES may, by mutual agreement, agree to replace the invalidated provision(s).
At the same time, they implement all necessary measures, such as regularly updated and properly configured firewalls and antivirus software, to protect themselves as effectively as possible against intrusions, attacks, and the spread of viruses in order to guarantee the availability, integrity, and confidentiality of the email files received.
The PARTIES will safeguard all messages transmitted relating to the subject matter of this AGREEMENT in the most appropriate and secure manner possible.

ARTICLE 13 – EFFECT – DURATION

13.1 – This AGREEMENT takes effect on the date it is signed by both PARTIES.

13.2 – This AGREEMENT may be terminated at any time by either PARTY, subject to one (1) month's notice.

13.3 – This AGREEMENT may also be terminated if either PARTY fails to fulfill any of its obligations.
Termination shall take effect within thirty (30) days following receipt of formal notice to remedy the breach, or within any shorter period provided for in this AGREEMENT, and provided that the defaulting PARTY fails to take action within said period.

ARTICLE 14 - AMENDMENT OF THE CONTRACT – ENTIRE COMMITMENTS

This CONTRACT may only be amended by means of an amendment signed by both PARTIES.
It is formally agreed that any tolerance or waiver by either PARTY in the application of all or part of the commitments set forth in this CONTRACT, regardless of their frequency or duration, shall not constitute an amendment to this contract or create any rights whatsoever.
This CONTRACT represents the entirety of the commitments existing between the PARTIES.
It replaces and cancels any prior oral or written commitments relating to the subject matter of this CONTRACT.

ARTICLE 15 – SEVERABILITY OF CLAUSES

The invalidity, lapse, lack of binding force, or unenforceability of any of the provisions of this AGREEMENT shall not entail the invalidity, lapse, lack of binding force, or unenforceability of the other provisions, which shall remain in full force and effect.
However, the PARTIES may, by mutual agreement, agree to replace the invalidated provision(s).

ARTICLE 16 – APPLICABLE LAW – LANGUAGE OF THE CONTRACT

This AGREEMENT is subject to French law, to the exclusion of any other legislation.
If this AGREEMENT is drafted in multiple languages, only the French version shall prevail.

ARTICLE 17 – DISPUTES

In order to jointly find a solution to any dispute that may arise in the performance of this AGREEMENT, the PARTIES agree to discuss the matter within 30 (thirty) days of receipt of a registered letter with return receipt requested, notified by one of the parties, or a digitally signed electronic message.
If, after a further period of thirty (30) days, the PARTIES are unable to agree on a compromise or solution, the PARTIES may submit the dispute to the ordinary French courts.