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.

“Subscription” means the monthly collaboration formula between the Provider and the Client, offering a fixed work capacity.

“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

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

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 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 Subscription

The primary pricing model is the monthly subscription. This subscription offers the Client a fixed work capacity per month (number of days defined in the quote). This model enables flexible and continuous collaboration, without commitment to predefined functional results.

4.3 Day Reconciliation

The monthly subscription 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 first month of subscription constitutes a trial period. The Provider commits to working for the Client without requiring payment during this period. Payment is only due at the end of this period, if and only if the Client signs off on 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 engagement.

5.2 Commencement

Before any development, the Client signs a quote describing the impact or problem to be addressed, the duration of the trial period, and the amount to be invoiced if the Client signs off the trial period. 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. If the Client requests a production deployment before the end of the trial period, the trial is deemed validated and standard billing terms apply.

5.3 Process

During the trial period, the Provider develops with regular demonstrations. No payment is required during this period.

5.4 Outcome of the Trial Period

The Client signs off the trial period by email confirmation of the end-of-period summary. The Provider issues the invoice corresponding to the quote. Payment is due within 15 days. Upon receipt of payment, the source code is transferred to the Client and becomes their property in accordance with Article 10.1. The monthly subscription starts automatically.

The Client does not sign off on the trial period; they notify their decision in writing. No invoice is issued. The Provider retains all code developed during the trial period. The Client acquires no rights to this code. 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.

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 Subscription

The monthly subscription includes, at no additional charge:

• Correction of regressions under the guarantee in 8.1
• Correction of implementation defects (code not corresponding to the accepted specification)
• Maintenance of the automated deployment pipeline (fixes, evolutions, version upgrades)

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 subscription.

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 Transfer of Ownership

Subject to full payment of invoices, the Client acquires full ownership of the source code specifically developed for them.

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. Full protection terms are defined in the service contract.

Article 12: Liability

12.1 Limitation

The Provider’s liability is limited to the amount actually received for the last 12 months of services. The Provider cannot be held liable for indirect damages.

12.2 Exclusions

The Provider cannot be held liable for malfunctions related to modifications made by the Client or third parties, improper use, or force majeure events.

Article 13: Termination

13.1 Termination for Convenience

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

13.2 Reversibility

Termination, regardless of cause or initiator, automatically triggers a reversibility period of 30 calendar days. All elements produced under the engagement - 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.

During this period, the Provider transfers to the Client effective possession of these elements, transfers operational knowledge to the replacement team designated by the Client, and ensures service continuity during the transition. The reversibility period is billed per subscription terms, except in case of termination for the Provider’s breach, in which case it is not billed.

13.3 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.

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.

International Clients: For clients located outside the European Union, the Parties may alternatively agree to submit disputes to arbitration under the ICC Arbitration Rules. In such case, the arbitration shall be seated in Paris, France, conducted in English, and governed by French substantive law. This arbitration clause must be expressly agreed in the service contract.

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 when it considers that the project requires additional expertise. 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: May 16, 2026 (version 11)

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.