Terms & Website Use

General Terms and Conditions of Sale and Services – DEMKADA

This English version is provided for convenience. In case of discrepancy, the French version prevails.

DEMKADA, a single-member French limited liability company (SARL unipersonnelle) with share capital of €100,000, whose registered office is located at 60 Rue François Ier, 75008 Paris, registered with the Paris Trade and Companies Register (RCS) under number 898 258 561, carrying out in particular IT consulting, programming and digital strategy services, the design and marketing of software and websites, data hosting, and industrial/financial strategy consulting and audits, is hereinafter referred to as the “Provider”.

The Client designates any legal entity or professional individual using the Provider’s services.

These General Terms and Conditions of Sale and Services (the “GTC”) define the rights and obligations of the Provider and the Client for the supply of the above products and services.

They apply to any order placed by the Client with the Provider, unless a prior written derogation is agreed. By signing a quotation, purchase order or specific agreement referring to these GTC, the Client fully accepts them, to the exclusion of its own purchasing terms or any other document.

The Provider may amend these GTC at any time. The applicable version is the one in force on the date of the Client’s order; a dated copy may be provided upon request.

Article 1 – Scope and Contract Formation

1.1 Scope

These GTC apply to all services and product sales performed by the Provider for professional Clients, regardless of the place of performance. Together with the accepted quotation or specific agreement, they constitute the entire agreement between the Parties. Any Client document (e.g., purchasing terms) is non-contractual unless expressly accepted in writing by the Provider.

1.2 Contract Formation

The contract is deemed concluded as soon as the Client accepts the Provider’s quotation or commercial proposal without reservation by any written means (handwritten/electronic signature, purchase order, acceptance email, etc.). The Provider may also confirm the order in writing. Where applicable, services will start only after formal acceptance and after receipt of any deposit stipulated in the quotation. The Client acknowledges having received, read and accepted these GTC prior to placing any order.

Article 2 – Provider Obligations

The Provider undertakes to perform the services with care and diligence, in accordance with professional standards and the contract terms. In particular, the Provider undertakes to:

• Competence and diligence: implement the human and technical means necessary to deliver consulting, software development, hosting or audit services in accordance with agreed specifications and within reasonable timeframes and/or any contractual schedule, in compliance with applicable laws and professional standards.
• Information and advice: advise the Client appropriately, including on technical or strategic choices, and inform the Client promptly of any unforeseen difficulty likely to impact delivery, in order to agree on appropriate measures.
• Confidentiality: keep the Client’s information strictly confidential and not disclose it to any unauthorized third party, as per Article 6.
• Conformity and quality: provide deliverables (software, websites, reports, etc.) compliant with the order and specifications, within the limits of the information and needs expressed by the Client.

The Provider remains free to organize its teams, methods and tools. The Provider may use subcontractors/partners after informing the Client, while remaining solely responsible for proper performance. The Provider declares that it is insured under professional liability coverage for potential damages caused to the Client in the performance of the services.

Article 3 – Client Obligations

The Client undertakes to actively cooperate for proper performance. In particular, the Client undertakes to:

• Information and access: provide in due time all information, documents, specifications and access required (e.g., system access, data to be hosted, statement of work) and ensure such information is accurate and usable.
• Cooperation: appoint a qualified point of contact, remain available for project follow-up, validate intermediate work within reasonable timeframes, and facilitate access to premises/systems when needed.
• Legal compliance of content: ensure it owns or has the rights to any content/data provided, and that it is lawful and does not infringe third-party rights. The Client shall bear full responsibility for any unlawful content and hold the Provider harmless against third-party claims.
• Technical environment: ensure compatibility of its technical environment and provide necessary infrastructure and secure access when the Provider intervenes on-site or on the Client’s systems.
• Payment: pay the price under Article 4. Payment deadlines are essential; in case of breach, the Provider may suspend services as set out in Article 5.

The Client also undertakes to keep confidential any Provider information marked or treated as confidential (methods, tools, documentation, etc.), as per Article 6. The Client remains responsible for its use of deliverables and for applying the Provider’s advice.

Article 4 – Pricing, Invoicing and Payment Terms

4.1 Price

Prices are those set out in the accepted quotation/proposal. Unless otherwise stated, prices are in euros and exclude VAT, which will be added at the rate in force at the invoice date. The quotation may include ancillary costs (travel, accommodation, necessary expenses). Any additional expense not initially planned must be approved by the Client before being incurred.

4.2 Invoicing

Invoicing follows the quotation/contract. Unless agreed otherwise, an invoice is issued upon completion of the service or delivery of products. For long or phased projects, intermediate invoices (deposit, progress billing, schedule) may be issued as agreed.

4.3 Payment deadline

Unless otherwise agreed in writing, invoices are payable within 30 days end of month from the invoice date. No discount is granted for early payment. Payment is made by the method indicated on the invoice or agreed with the Provider (typically bank transfer).

Article 5 – Late Payment and Penalties

In accordance with Article L441-10 of the French Commercial Code, any late payment makes all sums immediately due, without prejudice to suspension or termination rights. Late payment automatically triggers late interest at an annual rate of 10% of the unpaid amount including VAT, accruing from the day after the due date until full payment. Late interest may be capitalized as per Article 1343-2 of the French Civil Code.

In addition, the Client owes a fixed recovery fee of €40 per late invoice. The Provider may claim additional compensation if actual recovery costs exceed this amount, upon evidence.

If payment is more than fifteen (15) days late, the Provider may suspend ongoing services (including access to hosted websites or software, where applicable) until full payment, after prior written notice. The Provider may also terminate the contract under Article 11 if non-payment persists beyond a reasonable grace period. Amounts already paid remain acquired, and services delivered up to suspension/termination will be invoiced.

Article 6 – Confidentiality

6.1 Definition

“Confidential Information” means any information/data of any nature (technical, commercial, financial, strategic, IT, etc.) disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), directly or indirectly, in any form, in connection with preparing or performing the contract. It includes, without limitation, documents, reports, studies, plans, source code, databases, business data, trade secrets, know-how, software, diagrams, and the content of discussions/negotiations.

6.2 Obligations

Each Party undertakes, during the contract and for two (2) years after its end, to preserve the confidentiality of the other Party’s Confidential Information. The Receiving Party undertakes to:

• not disclose Confidential Information to unauthorized third parties without prior written consent; access is limited to persons who need to know and are bound by confidentiality;
• use Confidential Information only for performing the contract and not for any other purpose without authorization;
• protect Confidential Information with measures at least equivalent to those used for its own confidential information, and notify the Disclosing Party promptly in case of loss or inadvertent disclosure.

6.3 Exceptions

Confidentiality obligations do not apply to information that: (a) was public at disclosure or becomes public without fault, (b) was lawfully possessed prior to disclosure, (c) was lawfully received from an authorized third party, (d) was independently developed without using Confidential Information, or (e) must be disclosed under mandatory law/regulation or a final court/administrative decision. In the latter case, the Receiving Party will, where permitted, notify the Disclosing Party and disclose only what is strictly required.

6.4 Return / destruction

Upon first request or at contract end, the Receiving Party shall return all Confidential Information media or destroy them and certify such destruction upon request, except for technical backup copies, which remain confidential as long as they exist.

6.5 Duration and sanctions

Confidentiality is essential. In case of serious breach, the other Party may take any appropriate action to stop the breach and protect its rights, including immediate termination at the breaching Party’s fault, without prejudice to damages.

Article 7 – Intellectual Property

7.1 Provider creations

Unless otherwise agreed in writing, the Provider retains full intellectual property over all creations, studies, developments, works and know-how produced under the contract (software, websites, documentation, reports, tools, source code, databases, etc.). No transfer of IP occurs, except the usage rights granted below. Payment does not constitute an IP assignment unless expressly stated.

7.2 Right of use

Upon full payment, the Provider grants the Client a non-exclusive, personal and non-transferable right to use protected deliverables, strictly limited to the Client’s internal needs. The Client may not assign, sublicense, or make available any part without written consent. Unless expressly authorized, the Client shall not modify, decompile, disassemble, or adapt the deliverables beyond permitted configurable parameters.

7.3 Pre-existing and third-party components

The Provider may use pre-existing components, open-source libraries or third-party elements. The Client benefits from usage rights under the applicable licenses. The Provider warrants it has the rights to use/integrate such elements. The Client undertakes to comply with relevant licenses.

7.4 Custom developments and transfer

Where expressly provided in the quotation/order/particular conditions and the Parties agree on a transfer of ownership, such transfer takes effect upon full payment. In that case: (i) the Provider assigns exclusive IP rights over the specifically developed deliverable; (ii) the assignment covers only elements created specifically for the Client; pre-existing components remain subject to their regimes; (iii) the Provider retains the right to reuse methods, know-how and generic components for other projects.

7.5 Client warranty

The Client retains IP on elements it provides (texts, images, logos, data, documents) and authorizes their use for contract performance. The Client warrants they do not infringe third-party rights and will indemnify the Provider against any related claim.

7.6 Communication and references

Unless the Client objects in writing, the Provider may mention the Client’s name/logo as a business reference and describe the nature of services in a non-confidential way.

Article 8 – Retention of Title

For any products/software/material deliverables, the Provider retains title until full payment of the price (principal, interest and accessories), pursuant to French law. Transfer of risks occurs upon delivery. In case of non-payment, the Provider may claim ownership of delivered goods at the Client’s cost and risk. The Client shall inform third parties of this clause in case of resale/incorporation prior to full payment and shall not pledge/assign ownership as security before full payment. This clause also applies in insolvency proceedings as per the French Commercial Code.

Article 9 – Liability and Insurance

9.1 Provider liability

The Provider is liable for proper performance under applicable regulations. Consulting/support/development services are subject to an obligation of means unless a legal or expressly agreed obligation of result applies. Liability requires proven fault/breach. The Provider is not liable for misuse by the Client, Client fault/negligence, or third parties, nor for issues due to technical constraints or intrinsic limitations of technologies previously communicated.

9.2 Limitation of liability

Only direct and proven damages are compensable. Indirect damages (loss of profit/revenue, orders, data, reputational harm, third-party claims) are excluded. In any event, the Provider’s financial liability is capped at the total amount excluding VAT paid by the Client under the contract during the twelve (12) months preceding the event. If the contract has been running for less than twelve months, the cap is the amount paid up to the event. These limitations apply even in case of multiple events/claims.

9.3 Client liability

The Client is liable for direct damages suffered by the Provider due to the Client’s breach of its obligations and shall indemnify the Provider for damages related to unlawful use, IP infringement due to Client-provided elements, or any Client fault/negligence.

9.4 Insurance

Each Party declares it holds professional liability insurance for activities under the contract. The Provider undertakes to maintain appropriate coverage during service delivery. The Client undertakes to maintain insurance covering its operational and data risks.

Article 10 – Force Majeure

No Party is liable for failure/delay due to a force majeure event beyond reasonable control, unforeseeable at contract formation, and unavoidable despite appropriate measures. Force majeure may include natural disasters, fire, epidemics, public authority acts, labor disputes, terrorism/riots, power outages or internet/network failures due to third-party operators, and any event recognized as such by French law/case law. The affected Party shall notify the other promptly. Obligations are suspended for the event duration. If the event lasts more than thirty (30) consecutive days, either Party may terminate by written notice without indemnity. The Parties will consult to mitigate impact where possible.

Article 11 – Early Termination

11.1 Termination for breach

In case of serious or repeated breach not remedied within fifteen (15) calendar days after formal notice, the other Party may terminate the contract by written notice. Termination takes effect eight (8) days after receipt, or immediately if remediation clearly fails, without prejudice to damages.

11.2 Immediate termination

In case of non-remediable breach or particularly serious violation (e.g., confidentiality breach, IP infringement, persistent non-payment), the other Party may terminate immediately. The Provider may also terminate in case of Client business cessation, dissolution, or insolvency compromising performance, subject to mandatory insolvency rules.

11.3 Effects

Upon early termination, the Client shall pay for services performed up to the effective date and for incurred costs proportionally to progress. The Provider will deliver to the Client, upon request and subject to payment, the documents needed to continue work. Each Party shall return/destroy the other’s confidential information upon request. Survival clauses (confidentiality, IP, liability, etc.) remain in force.

Article 12 – Governing Law and Jurisdiction

The contract is governed by French law. The Parties shall first seek an amicable resolution. Failing that, exclusive jurisdiction is granted to the competent courts of the Provider’s registered office (Commercial Court if the Client is a merchant), including in summary proceedings and in case of multiple defendants or third-party claims, subject to mandatory rules.

For personal data matters, please refer to the privacy policy.