Article 1. Subject

The General Terms and Conditions of Sale define the conditions under which IF ELSE AGENCY provides the Services to the Client.

Article 2. Definitions

For the purposes of interpreting the present document, the Customer and IF ELSE AGENCY agree to give the following meanings to the terms and expressions listed below, whether they are used in the singular or plural.

• Contract: means the present general terms and conditions of sale, their appendices, any amendments thereto, as well as each of the Proposals. In the event of any discrepancy between the provisions of the Contract and those of the Proposal, the provisions of the body of the Contract shall prevail.
• Proprietary Development: refers to all elements, whatever their nature, form or medium, whether or not protected by intellectual property rights or by any other means of protection belonging to IF ELSE AGENCY and which are not developed to meet the Customer's specific needs as identified in the Proposal.
• Specific Development: refers to the elements of the Services developed by IF ELSE AGENCY to meet the Customer's specific needs as identified in the Proposal.
• Deliverable: refers to all elements, whatever their nature, form or medium, whether or not protected by intellectual property rights or any other form of protection, which result from the Services.
• Parties: refers collectively to IF ELSE AGENCY and the Customer.
• Proposal: refers to the commercial and technical proposal agreed upon by IF ELSE AGENCY and the Customer.
  Site: refers to the Customer's Internet site.
• User: refers to any natural person who uses the Site, whether an employee of the Customer or a customer of the Customer.
• Support: refers to services provided on a recurring or long-term basis

Article 3. Scope of services

Any agreement by the Customer must be given in writing (email, letter).

It is the Customer's responsibility to formalise all their requirements in the Proposal and to ensure that the characteristics set out in the Proposal correspond in every respect to their expectations. The Client is thus deemed to have full knowledge of the Services it is acquiring.

IF ELSE AGENCY undertakes to take the utmost care, in compliance with the rules of its trade, in the performance of its Services, for the execution of which it undertakes to devote the necessary resources.

Only the Services explicitly provided for in the Proposal will be due. The performance of any additional services must be formalised in an ad hoc Proposal.

By default, IF ELSE AGENCY will take into account the functional development of the elements listed in the Proposal in the "PC", "TABLET" and "Mobile" formats, on the "Google Chrome", "Mozilla Firefox" and "Safari" browsers in their most recent versions. Any development for specific formats, resolutions or browsers may be subject to additional invoicing to be discussed jointly with the Customer.

In terms of performance, IF ELSE AGENCY is not responsible for the resources, content or third-party scripts used in fine on the Client's site. IF ELSE AGENCY guarantees the quality of the work base that it has developed and which it uses for the development of its Clients' site. Any improvements requested by the Client following an analysis of the site's performance after the final content has been provided will be the subject of a new performance-based service in an ad hoc Proposal.

The conclusion of a Contract is accompanied by a duty of advice and assistance regarding the Services on the part of IF ELSE AGENCY.

Article 4. Calendar

The Services ordered by the Client are not subject to a pre-established contractual delivery schedule. Only a number of working days is allocated to the project, as defined in the Proposal, based on the comprehensive request submitted by the Client and transcribed into said Proposal.

Although no contractual schedule is set out in the Proposal, a provisional execution schedule is discussed in advance and established in good faith between the Parties, depending on the date of signature of the Proposal and the current workload of IF ELSE AGENCY at that time.

The actual execution timelines of the project cannot be firmly determined in advance, as they depend notably on:

• the date of signature of the Proposal;
• the current operational workload of IF ELSE AGENCY;
• the planning discussions held in good faith between the Parties (pursuant to Article 1104 of the French Civil Code).

The provisional execution schedule is provided for informational purposes only and does not constitute a binding delivery commitment. It shall begin upon acceptance of the Proposal by the Client and, where applicable, upon receipt of the required deposit.

Therefore, no penalty, price reduction, or termination may be claimed by the Client in the event of schedule overrun, unless expressly agreed in writing by the Parties.
The Client acknowledges and accepts that, depending on IF ELSE AGENCY’s internal planning, a latency period of three (3) weeks to one (1) month from the date of signature may be necessary before the actual commencement of the project. This lead time shall not engage IF ELSE AGENCY’s liability nor entitle the Client to any form of compensation.

IF ELSE AGENCY cannot be required to reorganize its resources or interrupt ongoing projects to accommodate an unanticipated urgency on the Client's side, unless expressly agreed by both Parties.

IF ELSE AGENCY shall not be held liable for any delay resulting from:

• any failure or negligence on the part of the Client (such as delays in validation, communication, or submission of required materials);
• circumstances of force majeure, as defined under Article 1218 of the French Civil Code (e.g., natural disasters, general strikes, major IT failures, etc.);
• or any event beyond the reasonable control of IF ELSE AGENCY.

In the event of the Client’s failure to meet its contractual obligations or validation deadlines, the provisional schedule shall be automatically suspended until full rectification, without engaging the liability of IF ELSE AGENCY or modifying the financial terms agreed upon in the Proposal.

If IF ELSE AGENCY is required to intervene at a previously agreed location, the intervention dates shall be set by mutual agreement depending on the availability of each Party. These dates must be confirmed by the Client at least three (3) days in advance. Beyond this deadline, the proposed intervention dates are no longer guaranteed by IF ELSE AGENCY.

IF ELSE AGENCY informs the Client that its services are only available during business days, from Monday to Friday, between 8:00 a.m. and 6:00 p.m., excluding public holidays.

No intervention, assistance, or on-call support shall be provided outside of these hours, including weekends and public holidays. In the event of an issue, incident, or malfunction occurring outside of business hours, the Client shall wait for the next business day for IF ELSE AGENCY to handle the request, provided that the issue falls within the scope of the agreed Services and the signed Proposal.

IF ELSE AGENCY shall in no case be held liable for any direct or indirect consequences arising from the unavailability of its services outside the defined business days and hours.

Article 5. Reception

For each Deliverable, acceptance testing is performed in a test environment within ten (10) working days of delivery of the relevant Deliverable by IF ELSE AGENCY (whether this is the initial delivery or the delivery of a corrected version of a Deliverable following notification of Anomaly(ies)).

Acceptance of a Deliverable is acquired when :

I. no non-conformity other than minor has been identified by the Customer within the allotted time;
II. one or more non-conformities other than minor ones have been identified by the Customer and corrected by IF ELSE AGENCY.

IF ELSE AGENCY will qualify each non-conformity.

Once the acceptance of a Deliverable has been pronounced, it may not be called into question for any reason whatsoever.

Article 6. Customer obligations

The Customer is responsible for  :

• to provide complete and accurate information when placing an order, and to update this information in the event of any changes;
• to appoint a competent correspondent who will remain IF ELSE AGENCY's contact throughout the duration of the Service;
• to ensure that the necessary instructions reach IF ELSE AGENCY in good time to enable it to carry out its Service normally;
• to deliver or have delivered by its partners, within the agreed deadlines, all the working documents, files, elements (etc.) required to carry out the Services;
• to take the necessary steps to remove without delay any impediment or remove any difficulty which would prevent the proper performance of the Services requested and, where appropriate, to obtain the necessary authorisations to carry out the Services;
• to fulfil its obligations under the Contract for the execution of which IF ELSE AGENCY's intervention is requested, failing which IF ELSE AGENCY will be relieved of all obligations towards it;
• to use the Website solely in the context of his or her professional activity and in any event not to use it for purposes not provided for in these General Terms and Conditions;
• not to delete all or part of the Site or its technical environment without IF ELSE AGENCY's authorisation;
• not to download viruses or files that could potentially damage the integrity of the Website..

Article 7. Price & Payment

1. Price

The price is that shown in the Proposal accepted in accordance with article 3. The price is always exclusive of tax and in euros.

The price does not include any surcharges. Thus, if a particular request from the Client and/or a modification to the schedule leads to an additional cost for IF ELSE AGENCY, this additional cost will be fully covered by the Client.

All invoices issued by IF ELSE AGENCY must be paid within thirty (30) days from the date of issue of each invoice.

2. Billing

Unless otherwise stipulated in the Proposal, for any order over €5,000 (five thousand euros) exclusive of tax or for any order equal to or greater than 8 days of services, a deposit corresponding to 30% of the total cost of the Services will be required and invoiced on the date of acceptance of the Proposal. The outstanding balance must be paid within thirty (30) days of the date of issue of the final invoice.

Unless otherwise stipulated in the Proposal, for any order over €10,000 (ten thousand euros) exclusive of tax or for any order equal to or greater than 16 days of services : 

• payment of a deposit corresponding to 30% of the total cost of the Services will be required and invoiced on the date of acceptance of the Proposal.
  
  
• payment of a deposit corresponding to 30% of the total cost of the Services will be required and invoiced between the date of acceptance of the Proposal and delivery of the Deliverable / Site (i.e. mid-project)

At IF ELSE AGENCY, the final invoice is issued when the entire Deliverable / Site has been developed and handed over to the Client. The final invoice is therefore issued at the time of the first delivery to the Client during the acceptance phase and not after acceptance during the final delivery.

3. Payment

The terms of payment are those set out in the Proposal.

No discount is granted for early payment. Invoices can only be paid by bank transfer to the bank account indicated on the invoice by IF ELSE AGENCY.

In the event of non-payment within the contractual deadlines:

Late payment penalties are payable from the first day of delay without the need for formal notice and run until full payment of all sums due, including interest.

Any sum not paid on time will be subject to interest at a rate equal to five (5) times the legal interest rate in force, without any prior formality, and without prejudice to damages that IF ELSE AGENCY reserves the right to seek judicially.

The Client may not invoke any cause whatsoever to defer or modify the terms of payment or request a price reduction, in particular a dispute concerning the quality or non-conformity of the Services.

In the event of non-payment within the stipulated deadlines and 48 hours after a formal notice has remained unsuccessful, IF ELSE AGENCY will have the right to demand immediate payment of the outstanding balance, to suspend the fulfilment of its obligations without prejudice, to claim damages and/or the cancellation or termination of the Contract in accordance with article 12.2 below.

Article 8. Liability and guarantees

In case of doubt as to the interpretation of a clause or in the absence of any mention allowing the extent of IF ELSE AGENCY's obligations to be determined, the Client acknowledges that IF ELSE AGENCY's obligations will be understood as obligations of means.

IF ELSE AGENCY is only bound by the guarantees explicitly provided for in the Contract. IF ELSE AGENCY may not under any circumstances be held liable to the Client when the services provided comply with those ordered. Compliance with the order is assessed by reference to the Proposal. Furthermore, when IF ELSE AGENCY formulates a set of recommendations and recommendations in the context of the provision of the Service, IF ELSE AGENCY may in no case be held liable to the Client when these recommendations are not followed by the Client.

Any contestation by the Client of the proper execution by IF ELSE AGENCY of its contractual obligations must be justified and be the subject of a registered letter with acknowledgement of receipt sent at the latest within one year of the date of discovery of the facts likely to justify the said complaint. Such complaints will not be accepted if the product delivered has been altered by subsequent modifications made by the Customer.

Failure to proceed in this way constitutes renunciation on the part of the Client to criticise the correct execution by IF ELSE AGENCY of its contractual obligations. In any case, IF ELSE AGENCY can only be held responsible for direct and foreseeable damages within the meaning of articles 1231-3 and 1231-4 of the French Civil Code, caused by a breach by IF ELSE AGENCY of its obligations under the terms of the Contract.

Furthermore, IF ELSE AGENCY is not responsible for the management of the Site's server. In the event of an error linked to the server, IF ELSE AGENCY cannot be held liable to the Client; IF ELSE AGENCY is not responsible for the updates and maintenance of the Site's server.

Under no circumstances will IF ELSE AGENCY be held liable for compensation for indirect prejudice (moral or commercial prejudice, loss of data, loss of image, loss of profit, turnover, orders or clientele) that the Client may suffer.

It is expressly agreed between the Parties that IF ELSE AGENCY cannot be held responsible for any lost profit; loss of turnover or profit; loss of clientele; loss of a chance; loss in terms of image or reputation; any cost in order to obtain a product, software, service or substitute technology; or any technical difficulty in the routing of a message via the Internet.

In addition, in its dealings with the customer, IF ELSE AGENCY's liability may under no circumstances exceed the amount paid by the customer under the contract during the last twelve months prior to the occurrence of the damage.

Article 9. Intellectual property

The Site (and/or the Deliverable) are likely to be made up of several elements, namely Proprietary Developments, Specific Developments and so-called open source software bricks.

- Disposal of Specific Developments

Unless otherwise stated in the Quotation, the copyrights relating to the Specific Developments remain the property of IF ELSE AGENCY, so that the Client acquires no intellectual property rights over the Specific Developments. The right of use granted to the Client for its own needs includes the rights of representation, adaptation, modification and translation in any form and on any medium. It is granted for the entire duration of copyright protection and for the entire world. All other rights, including in particular the rights to market and distribute specific Developments, are expressly excluded from the licence granted to the Customer.

- Using Proprietary Developments

Subject to full payment of the price fixed in article 7, IF ELSE AGENCY also grants the Client a non-exclusive, non-transferable right to use the Proprietary Developments for the entire duration of the copyright belonging to IF ELSE AGENCY and this, for the entire world. The present licence includes the rights of representation, adaptation, modification and translation, within the sole framework of the exploitation of the Deliverable. Any use outside the exploitation of the Deliverable is expressly prohibited.

The Customer undertakes to ensure that Users of the Site / Deliverable comply with the provisions of this article.

In any event, the Customer acknowledges and accepts that some of the components of the Deliverable / Site may be subject to open source licences.

The Customer will not analyse the Deliverables or the Site in a way that could be assimilated to reverse engineering.