General terms and conditions of sale

Preamble

Identity of the Service Provider

These General Terms and Conditions of Sale (hereinafter “T&Cs”) govern the contractual relationship between, of the one part:

• The company Thomax Studio, registered under SIRET number 991 991 282 00013, with its registered office at 60 rue François Ier, 75008 Paris, France, trading under the unregistered brand name Thomax Studio, hereinafter the “Service Provider”;

And of the other part:

• Any natural or legal person, trader or consumer, who has accepted a Quotation issued by the Service Provider, hereinafter the “Client”.

The Service Provider and the Client are each referred to as a “Party” and jointly the “Parties”.

Business of the Service Provider

The Service Provider carries on a business of digital engineering studio, including in particular: web design, web development, integration, SEO, web performance, digital strategy and marketing support for businesses and individuals. The Services are by their nature bespoke and personalised.

Acceptance of the T&Cs

Every order implies full and unreserved acceptance of these T&Cs by the Client. The Client acknowledges having read them before the Contract was concluded and having understood their scope. Signing the Quotation or simply paying the down payment constitutes irrevocable acceptance.

Order of precedence

Where the documents making up the Contract conflict, the following order of precedence applies, from highest to lowest:

1. any Amendments signed by both Parties, in reverse chronological order;
2. the accepted Quotation;
3. these T&Cs;
4. the Brief signed by the Client.

These T&Cs prevail over any general conditions of purchase of the Client, save with the Service Provider's prior express written agreement.

Pre-contractual information (consumer Clients)

These T&Cs constitute the pre-contractual information made available to the consumer Client before the Contract is concluded, under articles L111-1, L111-2, L221-5 et seq. of the French Consumer Code. They are written in French, freely available on the Service Provider's website and provided to the Client on a durable medium on request.

Changes to the T&Cs

The Service Provider reserves the right to amend these T&Cs at any time. The version applicable to a Quotation is exclusively the one in force on the date the Quotation is accepted by the Client. Later changes do not apply to contracts being performed, save by written agreement of both Parties through an Amendment. The date of last update is shown at the top of this document.

Language, governing law and integrity

These T&Cs are written in French, which is the reference language of the Contract. Any translation is provided for information only and may not serve as a basis for interpretation. The Contract is governed by French law. If a clause of these T&Cs is void, the whole is not void: the other clauses remain fully valid, and the disputed clause will be reinterpreted or replaced so as to come as close as possible to the Parties' original intention within the bounds of applicable law.

Scope: B2B and B2C

The Service Provider works equally with two categories of Client:

• Business clients (B2B) - any natural or legal person acting for the purposes of a professional activity (companies, freelancers, associations, professional practices, etc.).
• Consumer clients (B2C) - any natural person acting for purposes outside their commercial, industrial, craft, professional or agricultural activity, within the meaning of the introductory article of the French Consumer Code.

The T&Cs apply in full to both categories. However, certain provisions specific to consumer Clients (right of withdrawal, statutory warranties, mediation, liability cap, etc.) are set out in article 13. Where a general clause conflicts with a mandatory consumer provision, the latter prevails for consumer Clients.

By signing the Quotation, the Client declares its status (B2B or B2C) to the Service Provider. Absent an explicit statement, and in the light of the file (subject of the service, SIRET number, trading name, etc.), the Service Provider determines the Client's status in good faith.

Definitions

For the purposes of these T&Cs, capitalised terms have the following meanings, whether used in the singular or the plural:

• Service Provider - Thomax Studio, registered under SIRET number 991 991 282 00013, with its registered office at 60 rue François Ier, 75008 Paris, France, trading under the unregistered brand name Thomax Studio, represented by its director.
• Client - any natural or legal person, trader or consumer, who has accepted a Quotation issued by the Service Provider and signed a Contract with it.
• Party / Parties - individually the Service Provider or the Client, jointly the Service Provider and the Client.
• Terms - these General Terms and Conditions of Sale, as enforceable at the date of signature of the Quotation.
• Contract - the contractual whole formed by the T&Cs, the accepted Quotation, the signed brief, any amendments, and all written correspondence having binding force between the Parties.
• Quotation - the named, dated, priced document signed by the Service Provider, setting out the scope of the Services, the Deliverables, the schedule, the payment timetable and the price applicable to a given engagement.
• Amendment - any written document, signed by both Parties, amending, supplementing or extending the original Quotation (scope extension, additional Deliverables, change of schedule, etc.).
• Brief - the document handed by the Client to the Service Provider at the start of the engagement, setting out the objectives, constraints, references, content and expected specifications.
• Services - all services supplied by the Service Provider under the Contract, including in particular: web design, development, integration, SEO & performance, digital strategy, evolutive maintenance, and any related service specified in the Quotation.
• Deliverables - the files, source code, websites, applications, documents, mock-ups, design systems, written content, illustrations, videos and any other item produced or integrated by the Service Provider as part of the Services.
• Down payment - any sum paid by the Client to the Service Provider before full completion of the Services, which is firm and final within the meaning of article 12 hereof.
• Balance - the sum remaining due from the Client to the Service Provider on final delivery of the Services, in accordance with the payment schedule set out in the Quotation.
• Acceptance - the procedure by which the Client approves the Deliverables, at the end of which they are deemed compliant with the Quotation.
• Go-live - the step of publishing or deploying the Deliverables to their final environment (web hosting, App Store, plug-in marketplace, etc.).
• Maintenance - the corrective and evolutive work carried out by the Service Provider after final delivery, under a specific package.
• Business day - any day other than Saturdays, Sundays and public holidays within the meaning of French law.
• Calendar day - any day of the week, without exception.
• Confidential information - any information of whatever kind (technical, commercial, financial, strategic, legal, marketing, HR, etc.) disclosed by one Party to the other under the Contract, whether or not identified as such.
• Client data - all content, data, files, access rights, credentials or materials supplied by the Client to the Service Provider for the performance of the Services.
• Personal data - any information relating to an identified or identifiable natural person, within the meaning of Regulation (EU) 2016/679 (GDPR).
• Third Party - any person other than the Parties, including in particular the hosting providers, subcontractors, software publishers and technical suppliers engaged for the Services.
• Subcontractor - any Third Party to whom the Service Provider entrusts the performance of all or part of the Services, under its own responsibility.
• Force majeure - any event beyond the control of the obligor, which could not reasonably have been foreseen when the Contract was concluded and whose effects cannot be avoided by appropriate measures, within the meaning of article 1218 of the French Civil Code.
• Consumer - any natural person acting for purposes outside their professional activity, within the meaning of the introductory article of the French Consumer Code.
• Trader - any natural or legal person, public or private, acting for purposes within their commercial, industrial, craft, professional or agricultural activity.

Purpose of the contract

Purpose of the Contract

The purpose of these T&Cs is to set out the terms on which the Service Provider supplies the Client with the Services detailed in the accepted Quotation, together with the respective rights and obligations of the Parties during the Contract and after it ends.

Nature of the Services offered

The Service Provider offers, without limitation, the following categories of Services:

• Web Design - art direction, design system, mock-ups, interactive prototypes, digital identity.
• Development - HTML/CSS/JS integration, Next.js, Webflow and Shopify development, web applications, CRM integrations, e-commerce.
• SEO, GEO & Performance - technical audit, content strategy, qualified link building, rank tracking, Core Web Vitals optimisation.
• Digital Strategy - business audit, roadmap, action plan, steering committees, A/B tests, outsourced CMO support.
• Ongoing maintenance - corrective and evolutive work after delivery.

Scope strictly defined by the Quotation

The exact scope of each engagement, together with the Deliverables, the schedule, the price and the performance terms, is defined exhaustively and exclusively by the Quotation accepted by the Client. Any service, feature, deliverable or change not expressly mentioned in the Quotation is expressly excluded from the Contract and cannot be claimed by the Client without a priced Amendment being signed first.

Bespoke and personalised nature

The Services are by nature bespoke and clearly personalised according to the Client's needs, content and audience. They are in no way standardised or interchangeable products. This characterisation has important legal consequences, in particular for the right of withdrawal (articles 12 and 13) and intellectual property (article 9).

Best-efforts undertaking

The Service Provider undertakes to perform the Services diligently, competently and professionally, in accordance with industry best practice in the digital sector. It assumes a best-efforts obligation and not an obligation of result as regards the Client's commercial, marketing or financial performance indicators (revenue, conversion rate, traffic, Google rankings, leads generated, etc.), since those results depend on many factors outside the scope of the Contract alone (quality of the offer, market dynamics, competitors' actions, economic conditions, the Client's own conduct, etc.).

The brief is indivisible

The Brief signed by the Client is the reference document against which the Services are performed and the Deliverables judged compliant. Any later divergence between the Brief and the Client's unstated expectations cannot engage the Service Provider's liability.

Quotation and order

Issue of the Quotation

Every engagement must be the subject of a Quotation issued by the Service Provider to the Client. The Quotation is named, dated and priced. It states in particular: the identity of the Client, the scope of the Services, the list of Deliverables, the provisional delivery schedule, the price excluding tax (and including tax where applicable), the payment timetable and any special conditions that apply.

Validity of the Quotation

Unless the Quotation states otherwise, it is valid for 30 calendar days from its date of issue. After that, the Service Provider reserves the right to change the prices, deadlines or scope, depending on its workload and economic conditions.

Acceptance of the Quotation and formation of the Contract

The Client accepts the Quotation, in any of the following ways:

• writing by hand (or its signed electronic equivalent) the words “Bon pour accord” (approved) or “Bon pour accord et renonciation expresse au délai de rétractation” (approved, with express waiver of the withdrawal period) according to the Client's status (see articles 12 and 13);
• returning the Quotation signed electronically, by scanned handwritten signature or by certified electronic signature (DocuSign, Yousign or equivalent);
• simply paying the first down payment stated in the Quotation, which constitutes full acceptance of these T&Cs and of the corresponding Quotation.

The order is firm and final from the first of these actions taken by the Client. The Contract is then deemed formed on that date.

Service Provider's right to refuse

The Service Provider reserves the right, at its sole discretion and without having to give reasons, to refuse or decline an order in the following cases, without limitation:

• declared incapacity of the Client (unemancipated minor, protected adult without authorisation, etc.);
• established default by the Client on a previous contract (non-payment, abusive challenge, etc.);
• manifest conflict of interest with another client of the Service Provider;
• incompatibility of the project with the Service Provider's code of ethics (unlawful, hateful, discriminatory or indecent content, etc.);
• unavailability of the Service Provider to carry out the engagement within the desired deadlines;
• failure to pay the down payment within the agreed deadlines.

In that case, and unless the cause is attributable to the Client, any sums already paid will be returned to the Client within 14 days, with no further indemnity.

Accuracy of the information supplied by the Client

The Client warrants the accuracy, completeness and truthfulness of the information given to the Service Provider (identity, company name, address, SIRET, B2B/B2C status, content, access rights, etc.). Supplying incorrect or incomplete information engages the Client's sole liability and entitles the Service Provider to suspend or terminate the Contract without notice or indemnity, under article 11.

Amendments and scope changes

Any change to the scope of the Services requested by the Client after acceptance of the Quotation (added features, change of site structure, integration of new content, change of technical stack, etc.) must be the subject of a Priced amendment, submitted for signature to both Parties before performance begins. Absent a signed Amendment, the Service Provider is entitled to refuse to carry out the requested changes without incurring any liability.

Legal capacity of the Client

The Client declares that it has full legal capacity to enter into the Contract. An unemancipated minor or protected adult may not order alone; the signature of their legal representative is required and binds that representative jointly and severally.

Prices and payment terms

Currency and tax

Prices are expressed in euros (€), excluding tax, unless the Quotation states otherwise. Applicable VAT, if any, is stated on each Quotation according to the Service Provider's tax regime in force at the date of issue. If the statutory VAT rate changes between signature and invoicing, the new rate applies automatically to the sums still due.

Any taxes, duties or withholding tax applicable in the Client's country (in particular outside the EU) are borne solely by the Client.

Standard payment schedule

Unless the Quotation states otherwise, fixed-price Services are paid according to the following schedule:

• 40% on ordering, by way of booking down payment, payable in cash on signature of the Quotation and a condition of the engagement actually starting.
• 30% on approval of the mock-ups (or the equivalent interim stage stated in the Quotation), payable 7 days from invoice date.
• 30% on final delivery and before any go-live, payable in cash on receipt of the final invoice.

Recurring monthly packages

Monthly packages (SEO, digital strategy, evolutive maintenance, etc.) are invoiced monthly in advance and are payable at 30 days from invoice date. The first month is invoiced on signature of the Contract. Invoicing continues automatically until the Contract is terminated under article 11.

Means of payment

Payments are made by:

• bank transfer (preferred method) to the account shown on the invoice;
• bank card through the Stripe platform, any fees borne by the Service Provider within the contractual limits;
• SEPA Direct Debit for recurring packages, with the Client's prior authorisation.

Payments in cash, by cheque or by any other means not expressly authorised are refused by default. Bank charges on international transfers and currency conversion are borne solely by the Client.

Effective date of payment

Payment is deemed made on the date of actual and irrevocable receipt of the funds into the Service Provider's account, and not on the date the Client issues the transfer order. Any non-payment, rejected transfer or SEPA return is treated as a payment default from the date the Service Provider's bank notifies it.

Third-party re-invoicing

Any third-party cost incurred by the Service Provider for the engagement (hosting, domain names, licensed typefaces, plug-ins, image libraries, SaaS services, subcontracting, etc.) will be re-invoiced to the Client at euro for euro, on production of supporting documents, unless those costs are expressly included in the package stated in the Quotation.

Price review

For Contracts performed in instalments (monthly packages), the Service Provider reserves the right to revise its prices once a year, on the anniversary of signature, up to the limit of the SYNTEC index or, failing that, the INSEE consumer price index, plus five points. The revision is notified to the Client in writing by any means, giving 30 days' notice; failing written objection within that period, it is deemed accepted.

Late payment penalties

Under articles L441-10 and D441-5 of the French Commercial Code, any late payment automatically triggers, without reminder or formal notice being required, the application of:

• of late payment penalties calculated at the rate of 3 times the statutory interest rate in force, running from the day after the due date until actual payment;
• of a fixed indemnity for recovery costs of €40, under article D441-5 of the French Commercial Code, payable by any business Client in addition to the penalties above;
• of all actual recovery costs (bailiff, lawyer, bank charges) on production of evidence, where non-payment persists.

Suspension of the Services on non-payment

Any unpaid sum outstanding beyond 15 days after the due date entitles the Service Provider, after a simple formal notice has remained without effect for 8 days, to immediately and automatically suspend performance of the Services, without that suspension giving rise to any indemnity for the Client. Delivery deadlines are extended accordingly. Resumption of the Services is conditional on payment in full of the arrears, plus accrued penalties.

No early payment discount

No discount will be granted for early payment, save with the Service Provider's prior written agreement stated in the Quotation.

Set-off and deduction

The Client may not unilaterally set off sums owed to the Service Provider against any claim it asserts against it, save with prior written agreement.

Lead times

Contractual commitment on deadlines

Unless the Quotation states otherwise, the Service Provider commits to a reference delivery time of 14 business days from the moment both of the following conditions are met:

• receipt in full of the Brief signed by the Client (text, access rights, content, references, prior approvals);
• actual clearing of the first down payment stated in the payment schedule.

Until both of these conditions are met, the delivery period does not start to run and the Service Provider is under no obligation to begin the engagement.

Contractual deadlines versus indicative deadlines

The deadlines stated in the Quotation are contractual and enforceable against the Service Provider within the limits set out below. By contrast, deadlines given through informal exchanges (email, instant message, telephone conversation) and not carried over into the Quotation or a signed Amendment are purely indicative and cannot legally bind the Service Provider.

Legitimate suspension of the deadline

The contractual deadline is automatically suspended, without indemnity or prior notice, in all of the following cases:

• late or missing approval by the Client at a project stage (mock-ups, content, acceptance testing, etc.);
• late or incomplete delivery of the materials needed to continue the engagement;
• unavailability of the Client's lead contact;
• non-payment at an interim due date;
• a request to extend the scope mid-engagement, pending signature of the corresponding Amendment;
• the occurrence of an event of Force majeure (article 14).

The contractual deadline is then extended accordingly, without that extension giving rise to any compensation for the Client.

Goodwill gesture where the overrun is the Service Provider's fault

Should the Service Provider, through its own fault alone, exceed the contractual delivery deadline stated in the Quotation, and after written formal notice has remained without effect for 7 calendar days, it undertakes to offer the Client, by way of full and final goodwill gesture, an additional month of post-delivery support with no financial consideration.

This measure constitutes the sole fixed compensation owed by the Service Provider for the overrun, to the exclusion of any other head (liquidated penalties, damages, replacement costs, lost profit, etc.), within the limits set by articles 12 (Refunds) and 13 (Consumer provisions) according to the Client's status.

Notifying schedule slippage

Each Party undertakes to inform the other, as soon as possible and in writing, of any difficulty likely to delay performance of the Services. This duty of fair disclosure is a condition of later relying on a legitimate suspension of the deadline.

Go-live and acceptance window

Once the Deliverables have been presented to the Client, the Client has an acceptance window of 5 business days to report in writing any non-conformity with the Quotation. Once that period passes without a reasoned objection, the Deliverables are deemed accepted and compliant, and the balance of the payment becomes immediately payable.

Obligations of the parties

Obligations of the Service Provider

The Service Provider undertakes to:

• perform the Services in accordance with the industry best practice in force in the digital sector, diligently, professionally and in line with the current state of the art;
• observe the scope, schedule and quality level agreed in the Quotation;
• keep the Client regularly informed of progress, blocking points and major technical choices;
• respect the confidentiality of the information supplied by the Client (article 10);
• comply with applicable regulations, in particular Regulation (EU) 2016/679 (GDPR) where the Services involve processing Personal data;
• take out and maintain in force, throughout the Contract, a professional indemnity insurance covering its business;
• alert the Client without delay of any difficulty liable to affect delivery or the quality of the Deliverables.

The Service Provider is under a best-efforts obligation, and not an obligation of result, as regards the Client's commercial or marketing indicators (revenue, conversion, traffic, Google rankings, leads, etc.). It cannot be held liable for commercial performance the Client considers insufficient where the Services have been performed in accordance with the Contract.

Use of subcontractors

The Service Provider may, at its sole discretion, use Subcontractors to perform all or part of the Services. It remains fully liable to the Client for the performance of the obligations entrusted to its Subcontractors. The Subcontractors are themselves bound by a confidentiality obligation equivalent to the Service Provider's.

Obligations of the Client

The Client undertakes to:

• cooperate actively and in good faith on the engagement, in particular by attending the scoping, approval and acceptance meetings;
• supply within the agreed deadlines all materials needed to perform the Services: text, photographs, videos, logos, access codes, credentials, third-party content, etc.;
• appoint a single point of contact, with decision-making authority, for the whole duration of the engagement, and to inform the Service Provider immediately of any change;
• expressly approve in writing each project stage (art direction, mock-ups, integration, final acceptance);
• strictly observe the payment schedule set out in the Quotation;
• provide accurate, complete and up-to-date information, and take responsibility for it.

Client's warranty on the content supplied

The Client warrants that it holds all the rights required over the content, trade marks, photographs, videos, logos, typefaces, code or any other item it supplies to the Service Provider for the engagement, or asks to have built into the Deliverables.

Accordingly, the Client undertakes to fully indemnify and hold harmless the Service Provider against any action, claim or judgment from a third party (including for infringement, unfair competition, image rights, moral rights, etc.) arising from the materials supplied by the Client. This indemnity covers the costs of defence (lawyer, expert, bailiff) and any damages awarded against the Service Provider.

Consequences of the Client's breach of its obligations

Any breach by the Client of its obligations (late approval, missing content, non-payment, unavailability, etc.) entitles the Service Provider to:

• suspend performance of the Services without notice, under article 6;
• extend the delivery deadlines accordingly, under article 7;
• terminate the Contract at the Client's fault, under article 11, with all sums paid remaining with the Service Provider and the sums still due becoming immediately payable.

Good faith and fair dealing

Under article 1104 of the French Civil Code, the Parties undertake to perform the Contract in good faith, in a spirit of cooperation, and to share all information useful to the successful completion of the engagement.

Intellectual property

Retention of title until payment in full

Under the Act of 12 May 1980 and articles 2367 et seq. of the French Civil Code, the Service Provider retainsfull intellectual property and the exclusive right to use the Deliverables until full and final payment of the price, in principal and incidentals (late payment penalties, recovery costs, fixed indemnity). Any use, publication, modification or transfer to a third party of the Deliverables before payment in full is strictly prohibited and would constitute an act of infringement engaging the Client's civil and criminal liability.

Assignment of economic rights

Subject to payment in full of the price stated in the Quotation, the Service Provider assigns to the Client, on an exclusive basis, all economic copyright attached to the original Deliverables it has designed: the rights of reproduction, performance, adaptation, modification, translation, distribution and exploitation, on any medium (digital, print, audiovisual), worldwide, and for the statutory term of copyright protection.

This assignment covers only the Deliverables as defined and listed in the Quotation. Any use outside the assigned scope requires the Service Provider's prior written agreement and may give rise to additional remuneration.

Moral rights and attribution

Under article L121-1 of the French Intellectual Property Code, the Service Provider retains over the Deliverables a moral right perpetual and inalienable, including in particular the right to respect for the integrity of the work and the right of attribution (the credit “Site / design / developed by Thomax Studio” or equivalent).

The Client undertakes not to distort the Deliverables and to keep, so far as reasonable, a discreet credit attributing authorship to the Service Provider (for example in the website footer), unless the Quotation states otherwise in writing.

Source code and working files

At the end of the engagement and after payment in full, the Service Provider hands over to the Client:

• the whole of the source code of the bespoke Deliverables developed (HTML, CSS, JavaScript, configurations, scripts, etc.);
• the native design files (Figma, Sketch, Adobe XD or equivalent);
• any administrator access, technical credentials and associated documentation;
• a session of placing of 90 minutes, by video call or in person, to hand over the operating essentials.

The Service Provider keeps a backup copy of the Deliverables for 12 months from delivery, for technical support and to handle any disputes. Beyond that, the Service Provider is under no retention obligation.

Right to cite as a reference and portfolio use

Unless the Client requests otherwise in writing on signature of the Quotation, the Service Provider is expressly authorised to:

• cite the Client as a commercial reference (name, logo, sector, scope of the engagement, anonymised or aggregated KPIs);
• show the Deliverables on its website, portfolio, social media and any commercial communication material, to demonstrate its expertise;
• publish case studies describing the collaboration, respecting mutual confidentiality (article 10).

Third-party components - typefaces, plug-ins, licensed content

Third-party components built into the Deliverables (licensed typefaces, WordPress / Shopify plug-ins, stock illustrations, image libraries, open-source libraries, etc.) remain subject to their own licences, whose terms of use and any renewal fees are borne solely by the Client after delivery.

On delivery, the Service Provider informs the Client of the third-party components used and their licence terms. It accepts no liability where the Client's failure to renew causes a service interruption.

Artificial intelligence tools

In performing the Services, the Service Provider may use artificial intelligence tools (generative or otherwise) for productivity purposes (suggesting variants, research, drafting first proposals, etc.). All Deliverables are systematically subject to a human review, approval and finalisation by the Service Provider or its team before handover to the Client. The final quality of the Deliverables and their compliance with the Brief are guaranteed by the Service Provider whatever tools were used.

Warranty against eviction

The Service Provider warrants to the Client that the original Deliverables it has created do not infringe third-party intellectual property rights, to the best of its reasonable knowledge on the date of delivery. If a third party brings a claim based on the Service Provider's original Deliverables, the Service Provider will conduct the defence, within the liability cap set out in article 12.

This warranty does not cover materials supplied by the Client, which remain subject to the reciprocal warranty set out in article 8 (Obligations of the Client).

The Client's trade marks and visual identity

The Client retains full ownership of its trade marks, company names, pre-existing logos and visual identities predating the engagement. The Service Provider has, for the duration of the Services only, a licence to use them strictly as necessary for the engagement.

Mutual confidentiality

Definition of Confidential Information

The following are deemed Confidential Information, for the purposes hereof, all information disclosed or made accessible between the Parties, whether strategic, commercial, financial, legal, technical, marketing, HR or operational in nature, or any other item not made public by its originator, whether or not expressly marked “confidential”.

The following in particular are deemed confidential, without limitation: Briefs, revenue figures, margins, customer databases, prospect lists, source code, technical architectures, Google Analytics accounts, product roadmaps, the names of suppliers and partners, the pricing granted by the Service Provider to the Client, and any data exchanged by video call, in person or in writing.

Mutual confidentiality undertaking

Each Party undertakes:

• to keep strictly confidential all Confidential Information received from the other;
• to use it solely for the purpose of performing the Contract;
• not to disclose it to any third party without the other Party's prior written agreement;
• to put in place the reasonable protective measures needed to preserve it (restricted access, passwords, encryption of sensitive file transfers, etc.);
• to impose an equivalent confidentiality obligation on its employees, suppliers, Subcontractors or advisers who have access to the Confidential Information, and to be fully answerable for them to the other Party.

Exceptions to the confidentiality obligation

The confidentiality obligation does not apply to information:

• that have entered the public domain through no fault of the receiving Party;
• already lawfully known to the receiving Party before disclosure by the disclosing Party, on written proof;
• lawfully disclosed by a third party not bound by a confidentiality obligation;
• developed independently by the receiving Party without using the Confidential Information;
• whose disclosure is required by law, by a court decision or by a competent administrative authority, provided the Party concerned informs the other as soon as possible and limits disclosure to what is strictly necessary.

Duration of the obligation

The confidentiality obligation applies throughout the Contract and continues for five (5) years from its end, whatever the cause. For items qualifying as trade secrets within the meaning of articles L151-1 et seq. of the French Commercial Code, the obligation is with no time limit.

What happens to Confidential Information at the end of the engagement

At the end of the Contract, or on the other Party's first written request, each Party undertakes to:

• return or destroy, at the disclosing Party's choice, all Confidential Information received, whether on physical or digital media;
• certify in writing that this obligation has been fulfilled, within 15 days.

The following are however excluded from this obligation to return: automatic backup copies, statutory archives (mandatory accounting retention) and items held in connection with a pending claim or dispute.

Consequences of breach

Any proven breach of the confidentiality obligation entitles the injured Party to:

• terminate the Contract automatically at the sole fault of the defaulting Party, under article 11;
• claim full compensation for the loss suffered, within the applicable liability cap (article 12 or article 13 according to the Client's status);
• apply for any protective or urgent measure by way of interim relief (in particular removal, redaction or blocking), under the general law.

External communication

Any public communication referring to the Contract or to the collaboration between the Parties (press release, case study, social media post, etc.) requires the other Party's prior written agreement, except for the Service Provider under the reference right provided for in article 9.

Termination

Termination for breach

Where one Party seriously breaches any of its contractual obligations (non-payment, failure to approve, breach of confidentiality, infringement, abusive or defamatory conduct, etc.), the other Party may terminate the Contract automatically, without court formalities, after sending a formal notice by recorded delivery letter, which has remained without effect for 15 calendar days from receipt.

The formal notice must state the nature of the breach, the obligations to be remedied and the time allowed, and must expressly warn the defaulting party of the termination it faces. If that period passes without remedy, termination takes effect automatically with no further formality.

Termination by the Service Provider

Besides cases of fault, the Service Provider may terminate the Contract at the Client's fault, after formal notice has remained without effect for 15 days, in the following cases:

• persistent non-payment at an interim due date;
• repeated refusal to approve, or prolonged withholding of the materials needed for the engagement, obstructing proper performance;
• supply of unlawful, infringing or indecent content;
• any attempt to circumvent the Service Provider's intellectual property;
• vexatious, harassing or defamatory conduct towards the Service Provider or its team.

Termination by the Client

The Client may terminate the Contract early only in the following cases:

• serious and established breach by the Service Provider after formal notice has remained without effect for 15 days, under article 12;
• a specific right provided for in a signed Quotation or Amendment;
• termination of monthly packages subject to one calendar month's notice (see below).

In every other case, the Client's halting of the project qualifies as abandonment and is governed by article 12 (sums paid are definitively acquired by the Service Provider, remaining sums become immediately payable).

Automatic termination on insolvency proceedings

Subject to the mandatory provisions of Book VI of the French Commercial Code, the Contract will terminate automatically if either Party becomes insolvent or enters administration or liquidation, provided the other Party validly notifies that termination to the administrator or liquidator as the law requires.

Effects of termination

Termination, whatever its cause, entails:

• the immediate halting of performance of the Services;
• the definitive acquisition by the Service Provider of the sums already paid by the Client, under article 12 (Refund policy);
• the immediate payability of all sums still due pro rata to the work actually carried out up to the effective date of termination, without prior formal notice;
• the Service Provider's retention of the exclusive ownership of all interim Deliverables not paid for in full, which the Client may not use under any circumstances;
• the mutual return by each Party of all confidential materials provided under the Contract, in accordance with article 10.

The clauses intended to survive the end of the Contract (in particular those on confidentiality, intellectual property, non-solicitation, liability, refunds and disputes) continue to have effect after termination.

Monthly packages - specific terms

Monthly packages (SEO, digital strategy, evolutive maintenance, etc.) may be terminated:

• by written notice (email or recorded delivery letter) to the other Party;
• subject to a one calendar month's notice, running from the first day of the month following notification;
• with no termination fee or indemnity beyond the notice period.

Any month begun remains payable in full, with no pro rata refund. Where a minimum contractual commitment (for example 6 or 12 months) is stated in the Quotation, early termination by the Client triggers the immediate payability of the balance due up to the end of the commitment.

Service continuity at the end of the engagement

At the Client's written request, and against hourly invoicing at the current rate, the Service Provider may support the transition to a new supplier for a maximum of 30 days (handover of access rights, technical documentation, introduction to the successor). The Service Provider is under no transition obligation where termination is caused by the Client's fault.

Refund policy

General no-refund principle

All Services sold by the Service Provider are personalised, bespoke and non-standard. Accordingly, and under article L221-28 of the French Consumer Code, they are expressly excluded from the right of withdrawal. Any sum paid under an accepted Quotation is final, firm and non-refundable from signature of the Quotation and payment of the first down payment, whether or not performance of the Services has actually begun.

Down payments and part payments

The booking down payment made on ordering (40% by default, or any other percentage stated in the Quotation) is definitively acquired by the Service Provider from signature of the Quotation, with no possibility of refund. This down payment pays for reserving production slots, analysing the brief in depth, setting up the internal file and the Service Provider's contractual commitment to mobilise its teams within the agreed deadlines.

The interim payments (30% on approval of the mock-ups, 30% on final delivery, or any other schedule stated in the Quotation) are likewise non-refundable once received, provided they correspond to stages of work actually carried out and presented to the Client.

Express waiver of the withdrawal period (individual Clients)

Under article L221-28, 1° and 13°, of the French Consumer Code, the individual Client expressly acknowledges, by signing the Quotation, that the Services are fully performed services or digital content supplied on a personalised medium, and explicitly, irrevocably and knowingly waives the 14-day withdrawal period once the service has begun with their prior agreement.

This waiver is evidenced by writing by hand the words “Bon pour accord et renonciation expresse au délai de rétractation” (approved, with express waiver of the withdrawal period) on the Quotation, or failing that by simply paying the down payment, which constitutes express agreement to the immediate start of the Services and waiver of the withdrawal period in line with settled case law.

Abandonment or cancellation of the project by the Client

Where the Client unilaterally abandons, cancels, suspends or postpones the project, for any reason whatsoever (change of mind, change of strategy, internal restructuring, unavailability of the contact person, cessation of business, poor budget estimate, etc.), no refund in whole or in part may be claimed from the Service Provider.

All sums already paid remain acquired by the Service Provider by way of fixed and full-and-final cancellation indemnity. In addition, the sums still due under the Quotation become immediately payable pro rata to the work actually carried out up to the date notice of abandonment is given, without the Client being able to object to it or claim a reduction.

Subjective dissatisfaction of the Client

Dissatisfaction by the Client based on a subjective view of the Deliverables (personal aesthetic preference, change of creative mind, later rejection of items approved at an earlier stage, disagreement with a third party, etc.) cannot give rise to any refund, in whole or in part, provided the Deliverables comply with the brief, the accepted Quotation and the interim approvals signed by the Client.

Any unlimited revisions provided for in the Quotation fall strictly within the scope originally defined and may never be extended to a complete repositioning of the project, a full redesign of the visual identity or a change of strategic direction without a priced and signed amendment.

Compliance with the specification

The Deliverables are deemed compliant once they meet the scope, functionality and specifications set out in the Quotation and the signed brief. The Client may not rely on non-conformity based on items not expressly provided for in the Quotation to justify a refund request. Any extension of scope is the subject of a priced amendment.

Recurring monthly packages

Monthly packages (SEO, digital strategy, evolutive maintenance, etc.) follow a specific regime:

• Any month begun is due in full, with no possibility of a pro rata refund for unused days.
• Termination, provided for in article 11, takes effect at the end of the current calendar month once the one month's notice has been served.
• Any minimum commitments (6 months, 12 months) stated in the Quotation remain payable until their term, even where the Client terminates early. The remaining balance becomes immediately payable.
• No refund will be granted for periods during which the Client did not fully use the resources allocated.

Exceptional case - serious and established breach by the Service Provider

By express exception to the no-refund principle, the Client may claim a refund only in the event of a serious, culpable and duly proven breach by the Service Provider, after formal notice has remained entirely without effect for 15 days under article 11.

In that case, any refund will be strictly limited to the sums corresponding to Services not yet performed at the date of the formal notice, to the exclusion of any other sum: the booking down payment, the costs incurred, the work already carried out and the Deliverables already handed over remain in any event acquired by the Service Provider.

No further indemnity, damages or compensation for direct or indirect loss - including but not limited to: loss of revenue, loss of margin, loss of customers, loss of image, damage to reputation, loss of opportunity, delayed commercial opportunity, cost of replacement by a third party - may be claimed from the Service Provider.

Contractual liability cap

In any event, and to the fullest extent permitted by applicable French law, the Service Provider's total aggregate liability to the Client, across all heads of loss, all causes and all legal bases combined (contractual, tortious, quasi-tortious), may not under any circumstances exceed the total amount excluding tax actually received by the Service Provider under the Quotation concerned during the 6 months preceding the event giving rise to the dispute.

Complaints procedure

Any complaint seeking a refund, on whatever basis, must be sent by recorded delivery letter to the Service Provider's registered office (Thomax Studio, 60 rue François Ier, 75008 Paris, France), within a strict maximum of 30 days from the event relied on, failing which definitive time-bar.

The complaint must set out its factual and legal grounds and be accompanied by all supporting documents needed to examine it. Failing that, it will be deemed inadmissible.

Essential and indivisible nature

The provisions of this article 12 constitute a decisive condition of the consent of the Service Provider's agreement to enter into the Contract. Without them, the Service Provider would not have agreed to supply the Services at the prices in the Quotation. Any challenge to this article, in whole or in part, would automatically rescind the Quotation at the Client's sole fault, with all sums paid remaining with the Service Provider.

Specific provisions for consumer Clients (B2C)

These provisions apply exclusively to consumer Clients within the meaning of article 2 above. They supplement - and, where they conflict on a mandatory point, prevail over - the other articles of the T&Cs, for consumer Clients only.

Pre-contractual information

Under articles L111-1, L221-5 et seq. of the French Consumer Code, the Service Provider gives the consumer Client, before the contract is concluded and in a legible and comprehensible manner, all essential information about the Services: main characteristics, price, date or time of performance, identity of the Service Provider, payment terms, performance terms, the existence and conditions of the right of withdrawal (or its non-application), statutory warranties, termination terms, and the contact details of the consumer ombudsman.

Right of withdrawal - Principle

For any contract concluded at a distance or off-premises, the consumer Client in principle has 14 calendar days from the conclusion of the contract to exercise their right of withdrawal, without having to give reasons or bear any costs other than those provided for by articles L221-23 to L221-25 of the French Consumer Code.

The right of withdrawal is exercised by sending, before the deadline expires, the withdrawal form reproduced below, or any other unambiguous statement expressing the wish to withdraw, by email to hello@thomax-studio.fr or by post to the Service Provider's registered office.

Exceptions to the right of withdrawal

Under article L221-28 of the French Consumer Code, the right of withdrawal cannot be exercised in the following cases, which apply to the Service Provider's Services:

• 1° For services fully performed before the withdrawal period ends, where performance began after the Client's prior express agreement and express waiver of their right of withdrawal.
• 3° For goods or services made to the Client's specifications or clearly personalised (the typical case of bespoke websites, visual identities, design systems and individually tailored strategic engagements).
• 13° For the supply of digital content not provided on a tangible medium, where performance began after the Client's prior express agreement and express waiver of their right of withdrawal.

Almost all of the Service Provider's Services fall within one of these exceptions.

Express waiver of the right of withdrawal

If the consumer Client wishes the Services to start immediately, without waiting for the 14-day period to expire, they must expressly waive their right of withdrawal. This waiver is evidenced by:

• writing on the Quotation by hand (or its signed electronic equivalent) the words “Bon pour accord, je demande expressément le démarrage immédiat des Prestations et renonce en connaissance de cause à mon droit de rétractation pour les Prestations pleinement exécutées avant la fin du délai de 14 jours” (approved; I expressly request the immediate start of the Services and knowingly waive my right of withdrawal for Services fully performed before the end of the 14-day period);
• or, failing that, simply paying the down payment before the end of the 14-day period, which constitutes express request for an immediate start and waiver of the right of withdrawal for Services whose performance has already begun.

If the Client has not waived their right of withdrawal and wishes to exercise it within 14 days, the Service Provider will refund the sums paid for Services whose performance has not yet begun, within 14 days at most of notice of withdrawal. Services whose performance began with the Client's express agreement (analysis of the brief, file set-up, first mock-ups, etc.) remain payable pro rata to the work actually carried out.

Withdrawal form

Applicable statutory warranties

The consumer Client automatically benefits, independently of any commercial warranty, from the following statutory warranties:

• Statutory warranty of conformity (articles L217-3 et seq. of the French Consumer Code), for digital content and digital services supplied by the Service Provider.
• Warranty against hidden defects (articles 1641 et seq. of the French Civil Code).

To invoke these warranties, the Client must contact the Service Provider at hello@thomax-studio.fr describing precisely the defect found.

Liability cap - consumer Clients

The liability cap in article 12 (Refunds) applies to consumer Clients only to the extent that it does not deprive them of appropriate compensation in the event of a serious breach by the Service Provider. Nothing in these T&Cs may deprive the consumer Client of the mandatory rights conferred by the French Consumer Code and the French Civil Code. Clauses that would unfairly exclude or limit the consumer's rights are deemed void as against them.

Consumer mediation

Under articles L612-1 et seq. of the French Consumer Code, the consumer Client has the right to refer the matter free of charge to a consumer ombudsman with a view to settling a dispute with the Service Provider amicably, having first tried to resolve it directly with the Service Provider by written complaint.

The Service Provider subscribes to the following mediation service:
Consumer ombudsman - details to follow, which will be given to the Client on request at hello@thomax-studio.fr and published here once membership is finalised.

The consumer Client may also use the European online dispute resolution platform (ODR) available at ec.europa.eu/consumers/odr.

Competent court - consumer Clients

By exception to article 15 (Disputes), which applies to business Clients, the consumer Client may choose to bring proceedings either before any court with territorial jurisdiction under the French Code of Civil Procedure, or before the court for the place where they lived when the contract was concluded or when the harmful event occurred, under article R631-3 of the French Consumer Code.

Force majeure

Definition

Under article 1218 of the French Civil Code, the following qualifies as event of Force majeure any event beyond the control of the obligor, which could not reasonably have been foreseen when the Contract was concluded, whose effects cannot be avoided by appropriate measures, and which prevents performance of its obligation.

Equivalent events

The following in particular, without being exhaustive, qualify as Force majeure for the purposes of this Contract:

• natural disasters (storm, flood, earthquake, major fire), pandemics or epidemics declared by the health authorities;
• war, armed conflict, terrorist attack, state of siege or emergency;
• national strikes or industrial action affecting a whole sector or geographic area;
• large-scale cyberattack, ransomware, or distributed denial-of-service (DDoS) attack on a regional or national scale;
• prolonged failure or unavailability of internet infrastructure (ISPs, major cloud providers);
• serious and unforeseeable failure of a major Subcontractor with no reasonable alternative;
• administrative blockage, embargo, requisition or closure ordered by a public authority;
• sudden and lasting physical incapacity of the Service Provider's director (accident, serious illness) with no possibility of immediate cover.

The following are expressly excluded from Force majeure: economic difficulties, exchange rate movements, supplier price increases, isolated failures of a replaceable subcontractor, an increased workload, or any cause internal to the obligated Party's organisation.

Notification

The Party relying on an event of Force majeure undertakes to inform the other in writing, by any means proving the date of receipt, within 5 business days from the occurrence of the event or from becoming aware of it. The notice states the nature of the event, its likely duration and its impact on performance of the Contract.

Failing notice within that period, the defaulting Party may no longer rely on Force majeure for events predating the actual notice.

Effects of Force majeure

The occurrence of an event of Force majeure entails the automatic suspension of the affected obligations of the Parties, except financial obligations that fell due before the event. Delivery deadlines are extended by the duration of the impediment.

The Parties undertake to confer in good faith to arrange the continuation of the Contract or redefine its terms once the Force majeure event has ended.

Rescission on lasting impediment

If the Force majeure event continues beyond two (2) months consecutively, either Party may notify the other of the rescission of the Contract by recorded delivery letter, with no indemnity either way. The Parties will then amicably settle the Services actually performed before the event occurred, under article 12.

No refund

Under article 12 (Refund policy), the occurrence of an event of Force majeure never gives rise to a refund of sums already paid to the Service Provider for Services already performed or costs already incurred. Down payments remain definitively acquired by the Service Provider.

Governing law and jurisdiction

Governing law

These T&Cs and the Contract as a whole are governed by French law, to the exclusion of any other legislation, including where foreign elements are present (Client domiciled outside France, services performed remotely, hosting abroad, etc.). The Vienna Convention on the International Sale of Goods is expressly excluded.

Duty to seek an amicable settlement first

Before bringing the matter before a court, the Parties undertake to seek an amicable settlement to their disputes. The Client sends the Service Provider, by recorded delivery letter or by email to hello@thomax-studio.fr, a detailed complaint stating the subject of the dispute and the resolution sought. The Service Provider then has 30 days from receipt to provide a written reply.

Failing an amicable agreement within 60 days from the first written notice of the dispute, each Party regains full freedom to bring the matter before the competent court.

Business clients (B2B)

Any dispute between the Service Provider and a business Client concerning the formation, performance, interpretation or termination of the Contract will be brought before the competent courts of Paris, to the express exclusion of any other court, including in the event of:

• multiple defendants (article 42 of the French Code of Civil Procedure);
• third-party claims;
• urgent proceedings (interim relief, applications);
• related actions or lis pendens.

This jurisdiction clause is expressly accepted by the business Client on signature of the Quotation and is a decisive condition of the Service Provider's commitment.

Consumer clients (B2C)

By exception to the B2B clause above, and in accordance with the mandatory provisions of the French Consumer Code and Code of Civil Procedure:

• The consumer Client remains free to bring proceedings, at their choice, before any court with territorial jurisdiction under the French Code of Civil Procedure, or the court for the place where they lived when the Contract was concluded or when the harmful event occurred, in accordance with article R631-3 of the French Consumer Code.
• Before bringing proceedings, the consumer Client may use, free of charge, a consumer ombudsman on the terms set out in article 13 (Consumer provisions). This route is not a mandatory first step and does not prevent court proceedings.
• The consumer Client may also use the European online dispute resolution platform at ec.europa.eu/consumers/odr.

Evidence agreement

The Parties agree that the electronic exchanges between them (emails, electronic signatures, read receipts, log files, dated screenshots, exchanges on collaboration tools such as Notion, Slack or Google Workspace) have the same evidential value as a paper writing, under articles 1366 et seq. of the French Civil Code.

Contractual limitation period

For business Clients, and to the fullest extent permitted by applicable French law, any claim in contract or tort brought by the business Client against the Service Provider arising out of the Contract is time-barred after one (1) year from the triggering event or from the Client becoming aware of it. For consumer Clients, the statutory limitation periods of the French Civil Code and Consumer Code apply with no contractual variation.

Survival of provisions

The provisions on intellectual property (article 9), confidentiality (article 10), liability and refunds (article 12), the contractual cap (article 12), jurisdiction (this article 15) and the evidence agreement continue to have effect after the Contract ends, whatever the cause.