General Terms and Conditions of Service Provision

Preamble

These General Terms and Conditions of Service Provision (hereinafter “T&C”) govern all commercial relationships between DEVEDANOS (hereinafter “the Provider”) and its professional clients (hereinafter “the Client”).

The Provider applies a software development methodology based on the principles of Continuous Delivery, a scientific discipline aimed at maximizing software quality, market responsiveness, and end-user satisfaction.

Any service order implies unreserved acceptance of these T&C by the Client.

These T&C are governed by French law. The courts of Nanterre (France) shall have exclusive jurisdiction.

Article 1: Definitions

“Provider” means DEVEDANOS, a software development services company.

“Client” means any legal entity or natural person acting in a professional capacity who orders services from the Provider.

“Quote” means the contractual document describing the subject matter, duration, and amount of the service.

“Monthly retainer” means the monthly collaboration formula between the Provider and the Client, offering a fixed work capacity (number of person-days per month defined in the quote). The retainer is structured as a fixed monthly amount, paid in consideration of the capacity made available to the Client. It operates within a framework contract of indeterminate duration and carries no commitment to deliver specific functionalities by specific dates.

“Trial Period” means the initial collaboration period allowing the Client to evaluate the quality of the Provider’s work before any financial commitment.

Article 2: Purpose

The purpose of these T&C is to define the conditions under which the Provider supplies professional IT services to the Client.

2.1 Custom Development

• Custom web, desktop, and mobile application development
• Technical and methodological support
• Setup of development and deployment environments
• Software architecture consulting

2.2 Turnkey Solutions

Configuration, installation, and customization of existing software solutions:

• Showcase websites and landing pages
• E-commerce platforms
• Organizational tools and knowledge bases
• Product analytics
• Managed hosting and deployment

Article 3: Methodology and Absence of Estimates

3.1 Scientific Approach

The Provider applies the Continuous Delivery discipline, a scientific approach to software development. This methodology recognizes that software development is inherently unpredictable: specifications are hypotheses requiring validation by the market and users.

3.2 Absence of Delivery Deadlines for Predefined Functional Scope

No estimate of feature delivery time is provided, guaranteed, or implied for a predefined functional scope. Features are delivered when they are ready according to defined quality standards, not according to a predetermined schedule.

Commitment possible on a deadline: the Provider may commit to a delivery deadline provided the functional scope remains flexible. In this case, features delivered by the deadline are those developed and accepted within the allotted time, not a predetermined set of features.

This approach protects the Client against the usual pitfalls of IT projects: rather than committing to unattainable deadlines, the Provider commits to quality and transparency.

3.3 Rejected Practices

The Provider expressly rejects the following practices, incompatible with a scientific approach to development:

• Story points, planning poker, velocity tracking
• Delivery forecasts for a fixed scope and sprints as time units
• Frozen specification documents

Article 4: Pricing Conditions

4.1 Prices

All prices are quoted exclusive of taxes (excluding VAT). Applicable VAT will be added in accordance with current legislation.

4.2 Monthly Retainer

The primary pricing model is a monthly retainer drawn against a fixed budget. The retainer offers the Client a fixed work capacity per month (number of days defined in the quote), invoiced as a constant monthly amount. This model enables flexible and continuous collaboration, without commitment to predefined functional results. The Provider commits to an enhanced obligation of means on the provision of the monthly capacity; the Provider does not commit to delivering specific functionalities by specific dates.

The quote signed by the Client sets the budget agreed between the Parties. Each invoiced month constitutes an independent monthly retainer draw, executed at the Client’s request. The monthly retainer draws are charged against this budget until it is fully consumed, or until the Client stops them, at any time and without notice, which opens the reversibility period of Article 13.2. Stopping the draws does not end the framework contract.

4.3 Day Reconciliation

The monthly retainer corresponds to a volume of ordered days. The number of days actually consumed may vary according to project needs. Excess days are deducted from the following month. Unused days are carried over to the following month.

Day carry-over (in either direction) is capped at 5 days. Beyond this threshold, financial regularization is performed: excess days beyond 5 are invoiced at the current daily rate; unused days beyond 5 are refunded or deducted from the following invoice.

Article 5: Initial Trial Period

5.1 Principle

The trial period covers the first month of collaboration, up to 15 working days of work ordered for that month. The Provider commits to working for the Client without requiring payment during this period. Payment is only due at the end of this period, and receipt of payment by the Provider constitutes sign-off of the trial period.

The trial period is offered only when the source code developed by the Provider remains hosted on their servers throughout its duration, without Client access to that source code. The Client accesses the application deployed on the UAT environment administered by the Provider and performs acceptance testing of the features. If the Client requires access to the source code from the start, the trial period does not apply, and invoicing occurs at the end of the provision of services.

By way of derogation from Article 10.1, during the trial period, the deliverables produced by the Provider during this period (source code, deployment pipeline, documentation) remain their property until full payment of the corresponding invoice. Any pre-existing code provided by the Client remains the Client’s property.

5.2 Commencement

Before any development, the Client signs a quote describing the theme or problem to be addressed, the duration of the trial period, and the amount to be invoiced upon period sign-off. Signing the quote confirms that the Client has the budget and authorization to commit it.

During the trial period, the developed features are deployed only on the UAT environment administered by the Provider. No deployment to the Client’s production environment occurs before sign-off of the trial period and payment of the corresponding invoice.

5.3 Process

The Client continuously tests the developed features on the UAT environment. No payment is required during this period.

5.4 Outcome of the Trial Period

At the end of the trial period, or earlier if the Client requests in writing to sign it off, the Provider issues the invoice for the days worked, payable within 15 days of its issue date.

• The Client pays the invoice: receipt of payment by the Provider constitutes sign-off of the trial period. The deliverables produced during this period (source code, deployment pipeline, documentation and any item produced by the Provider) become the Client’s property in accordance with Article 10.1, and accepted features may be released to production. Days worked afterwards, including the rest of the first month, are invoiced at the end of the month worked, and the monthly retainer draws begin.
• The Client rejects the trial period, at any time, in writing: no invoice is issued, or any invoice already issued is cancelled by credit note. The Provider retains all deliverables, and the Client acquires no rights to them. The reversibility period of Article 13.2 does not apply. The Parties are released from their obligations.
• The Client does not pay the invoice within this period: the trial period is not signed off and the invoice is cancelled by credit note. The Provider retains all deliverables produced during the trial period, and the Client acquires no rights to them. The Parties are released from their obligations.

Article 6: Payment Terms

6.1 Deadlines

Invoices are payable within 15 days from their date of issue.

6.2 Late Payment Penalties

In case of late payment, a penalty equal to three times the legal interest rate will be applied, in accordance with Article L.441-10 of the French Commercial Code. A fixed indemnity of 40 euros for recovery costs will also be due.

6.3 Suspension of Services

In case of non-payment, the Provider reserves the right to suspend services after a formal notice has remained without effect for 8 days.

Article 7: Provider’s Obligations

7.1 Enhanced Best Efforts Obligation

The Provider commits under an enhanced best efforts obligation (“obligation de moyens renforcee” under French law). They commit to providing professional work according to industry best practices, to advising and supporting the Client, and to maintaining full transparency on work progress.

7.2 Transparency

The Provider commits to communicating proactively, reporting any difficulties without delay, justifying recommendations with factual arguments, and providing permanent access to development and test environments.

Article 8: Zero-Regression Guarantee and Maintenance

8.1 Zero-Regression Guarantee

No regression goes uncorrected on features accepted by the Client. A regression is a behavior previously accepted (“Ready for Release”) that operates differently after a subsequent code modification. This guarantee does not cover the absence of regressions, which are inherent in any code modification, but their systematic correction and their non-recurrence.

Every regression is corrected at no additional charge. An automated test is added with each correction to prevent the same behavior from recurring on any future modification.

The compliance reference is the feature accepted by the Client. A regression is anything that deviates from a previously accepted behavior.

8.2 Maintenance Included in the Monthly Retainer

The monthly retainer includes, at no additional charge, the four maintenance categories defined in CCAG-TIC 2021, art. 38:

• Preventive maintenance: measures intended to prevent anomalies from occurring (monitoring, dependency updates, proactive vulnerability management)
• Corrective maintenance: correction of anomalies, including regressions under the guarantee in 8.1 and implementation defects (code not corresponding to the accepted specification)
• Adaptive maintenance: absorption of changes in technical execution environments (operating systems, databases, exchange interfaces, technical components and software libraries)
• Evolutive maintenance: evolution of the deliverable to improve its operation or ergonomics, to take account of new legislative or regulatory provisions, and to evolve the deployment pipeline and structural components not specific to a feature

Functional evolutions within the meaning of Article 8.3 remain governed by that article.

8.3 Distinction from Evolutions

New requirements and behavior changes requested on already-accepted features are treated as evolutions. They are charged against the monthly capacity of the retainer.

8.4 Full Terms

The full terms of the zero-regression guarantee and maintenance, including exclusions, are defined in the service contract signed between the Parties.

Article 9: Client’s Obligations

9.1 Active Collaboration

The Client commits to actively participating in the project. This collaboration includes availability for user acceptance testing and feedback, provision of necessary information and access, and making decisions within reasonable timeframes.

9.2 Responsiveness

The Client’s lack of responsiveness cannot constitute grounds for complaint regarding deadlines or deliverable quality. A software project is an active collaboration, not a passive order.

Article 10: Intellectual Property

10.1 Source Code Ownership

All source code developed specifically within the scope of services is the sole property of the Client.

10.2 Provider’s Property

The following remain the property of the Provider: methodologies, tools and frameworks developed previously, reusable components not specific to the project, and acquired know-how. The Provider grants the Client a perpetual, non-exclusive license to use these elements.

10.3 Right of Reference

Unless the Client expressly objects, the Provider may mention the Client and the completed project in its commercial references, without disclosing confidential information.

Article 11: Confidentiality

11.1 General Confidentiality Obligation

Each Party commits to keeping confidential all non-public information received from the other Party. This obligation continues for 5 years after the end of the contract.

11.2 Protection of the Service Contract

The service contract signed between the Parties constitutes a trade secret within the meaning of French Law No. 2018-670 of July 30, 2018. The Client is prohibited from reproducing, copying, distributing, or communicating the contract to any third party, including any competing provider or external advisor, without the Provider’s prior written consent. This prohibition also applies to any use of the contract as a model, source of inspiration, or basis for negotiation with other providers. Exception: the Client may communicate the contract to their legal and accounting advisors bound by professional secrecy, exclusively for purposes of performing the contract. Full protection terms are defined in the service contract.

Article 12: Liability

12.1 Limitation

Each Party’s liability is limited to direct and foreseeable damages. Each Party’s total liability under the contract is capped at the total amount actually paid during the last 12 months.

12.2 Exclusions

Neither Party shall be held liable for indirect damages, damages resulting from force majeure, third-party acts, or non-compliance by the other Party with its obligations. The Provider cannot be held liable for malfunctions related to modifications made by the Client or third parties, or to improper use.

Article 13: Stopping the Draws and Termination

13.1 Stopping the Draws on a Quote

The Client may stop the monthly retainer draws on a quote at any time, without notice and without having to justify a reason, by written notice (email with read receipt or registered letter with acknowledgement of receipt). Stopping the draws opens the reversibility period of Article 13.2. It does not end the framework contract.

13.2 Reversibility

Stopping the draws on a quote, regardless of cause or initiator, including where it results from termination of the framework contract, automatically triggers a reversibility period of one month. All elements produced under the contract - source code, deployment pipeline configuration, system documentation, deployment guide and acceptance history - are the property of the Client in accordance with Article 10.1, from payment of the first invoice. Documentation is kept up to date continuously throughout the provision of services.

During the reversibility period, the working days set in the current quote are used to prepare the team designated by the Client to take over the project. The Provider completes the documentation useful for the takeover, carries out development and updates together with this team, and trains it in the practices in place: automated tests, deployment pipeline, continuous delivery, adaptive project management. The Provider ensures service continuity during the transition. The reversibility period is billed per monthly retainer terms, except in case of termination for the Provider’s breach within the meaning of Article 13.4, in which case it is not billed.

13.3 Termination of the Framework Contract for Convenience

Either Party may terminate the framework contract for convenience, without having to justify a reason, by written notice (email with read receipt or registered letter with acknowledgement of receipt).

13.4 Termination of the Framework Contract for Breach

Either Party may terminate the framework contract for breach in case of serious misconduct, after formal notice remaining without effect for 15 days. Notably constitute serious breaches:

• For the Client: non-payment, repeated non-collaboration
• For the Provider: non-compliance with quality standards, recurring uncorrected bugs

13.5 Invalid Grounds for Termination

The following cannot constitute valid grounds for termination: an alleged “delay” compared to non-contractual estimates; failure to meet a delivery date not expressly guaranteed; the Provider’s refusal to work on-site.

13.6 End of the Framework Contract

The framework contract also ends automatically after 12 months without active services or active monthly retainer. Termination of the framework contract ends the entire business relationship between the Parties, at the end of the reversibility period where it applies. It entails stopping the draws on any quote in progress, which triggers the reversibility period of Article 13.2.

Article 14: Applicable Law and Jurisdiction

These T&C are governed by French law. In case of dispute, the Parties commit to seeking an amicable solution for 30 days, with the possibility of using a mediator approved by the Paris Mediation and Arbitration Center (CMAP).

Failing amicable resolution, the courts of Nanterre (France) shall have exclusive jurisdiction.

Article 15: Miscellaneous Provisions

15.1 Partial Invalidity

If any provision of these T&C is declared null, it shall be deemed unwritten, without affecting the validity of the other provisions.

15.2 No Waiver

The Provider’s failure to enforce any breach by the Client of any obligation shall not be construed as a waiver of the obligation in question.

15.3 Revision of T&C

The Provider reserves the right to modify these T&C. The applicable T&C are those in force at the date of signing the quote.

15.4 Personal Data Protection

Each Party commits to complying with applicable personal data protection regulations (GDPR). If the Provider processes personal data on behalf of the Client, a specific data processing agreement will be established in accordance with Article 28 of the GDPR.

15.5 Force Majeure

Neither Party shall be held liable for the non-performance of its obligations if such non-performance results from a force majeure event as defined by French case law (unforeseeable, irresistible, and external event). The affected Party must inform the other Party as soon as possible. If the event continues beyond 60 days, either Party may terminate the contract without penalty.

15.6 Subcontracting

The Provider may use subcontractors to perform all or part of the services, notably when the project requires additional expertise, additional capacity, or to ensure continuity of service. The decision to subcontract belongs exclusively to the Provider. The Provider remains solely responsible to the Client for the proper performance of subcontracted services.

15.7 Language and Translation

These T&C are originally drafted in French. This English version is a translation provided for the convenience of international clients; in case of divergence of interpretation, the French version prevails. The interpretation of legal concepts shall be governed by French law, regardless of the language of the document.

Last updated: October 8, 2026. These T&C reflect version 20 of the service contract.

LEGAL NOTICE: This document is an English translation of French legal terms. Certain French legal concepts (such as “obligation de moyens renforcee”) are explained in context. For any interpretation questions, French law prevails.