General Terms of Sale - Koragence

Preamble

These General Terms of Sale apply to all services, subscriptions, digital products, and advisory assignments provided by Koragence. Any order implies full and unconditional acceptance of these Terms.

1. Definitions

• Provider: Koragence.
• Client: any natural or legal person placing an order for a service, subscription, or product.
• Service: creation and development of websites, applications, SaaS products, internal tools, and support.
• Subscription: recurring maintenance, support, or fractional CTO engagement.
• Digital product: template, tool, or downloadable resource.
• Contract: the signed quote together with these Terms of Sale.

2. Scope

These Terms apply to all orders placed with Koragence, regardless of the channel used, including platforms, email, or signed quotes. They prevail over any other client document.

3. Quotes and orders

• Each service is subject to a prior, detailed quote.
• A signed quote constitutes acceptance of these Terms.
• The order becomes binding upon receipt of the signed quote and any initial deposit where applicable.
• The quote sets out payment deadlines, the late-payment penalty rate, and the fixed collection-fee indemnity due in case of late payment.

4. Scope of services and changes

Any substantial change to the initially agreed scope requested by the Client is subject to an additional quote. Koragence reserves the right to refuse any request not provided for in the initial agreement.

5. Pricing

• Prices are expressed in euros (€), excluding tax.
• Unless stated otherwise, services are invoiced before tax, plus applicable taxes.
• Changes requested after signature may lead to a price adjustment.

6. Third-party services and related costs

Koragence may use third-party services such as hosting, databases, email delivery services, APIs, and SaaS tools. Unless expressly stated otherwise in the quote, all related costs remain the sole responsibility of the Client. Such costs may evolve over time depending on usage.

7. Payment

• Unless specific conditions apply, payment is due according to the terms stated in the quote.
• For progressive billing, payment milestones may be defined by stage, milestone, or deliverable.
• In the event of late payment, penalties are automatically due, without prior formal notice, at an annual rate equal to three times the statutory legal interest rate in force.
• For professional clients, a fixed indemnity of EUR 40 for collection costs is also automatically due in the event of late payment.
• Koragence reserves the right to suspend services in the event of non-payment.

8. Deposits

• A deposit may be required upon order, often equal to 30% of the pre-tax amount.
• The deposit remains acquired by the Provider in the event of cancellation by the Client without legitimate reason.

9. Provider obligations

• Provide services in accordance with the quote.
• Deliver agreed deliverables within the stated deadlines, subject to receipt of the required information.
• Respect the confidentiality of client data.

10. Client obligations

• Provide all information necessary for the performance of the service.
• Validate milestones and deliverables within the agreed deadlines.
• Pay the sums due in accordance with the agreed terms.
• Actively collaborate with Koragence and provide all content, access, and validation elements required to complete the assignment.

11. Deadlines and collaboration

• Deadlines are provided for guidance only.
• A reasonable delay cannot justify automatic cancellation.
• Any delay, deficiency, or lack of collaboration by the Client may result in postponed deadlines and shall not engage Koragence’s liability.

12. Acceptance of deliverables

Any explicit or implicit validation of a deliverable by the Client constitutes final acceptance. No dispute may be raised after validation, except in the event of a hidden defect.

13. Intellectual property

• Deliverables are transferred according to the rights defined in the quote.
• Koragence retains ownership of tools, frameworks, and reusable components not specific to the project.
• Any reuse of code outside the expressly granted transfer scope requires prior authorization.

14. Warranties

• Koragence guarantees that the services comply with the specifications defined in the quote.
• Statutory warranties apply under the legal conditions in force.

15. Maintenance and support

• Maintenance and support services are treated as subscriptions with specific conditions, durations, and pricing.
• Requests outside a maintenance agreement may be invoiced individually.
• A maintenance subscription may be taken out; its full terms are described in the Maintenance Terms.

16. Recurring subscriptions

• Subscriptions are invoiced monthly or annually depending on the contract.
• Termination must be notified in writing with the agreed notice period, generally 30 days.
• No reimbursement is due for any period already started, unless stated otherwise.

17. Liability

• Koragence’s liability is limited to proven direct damage, up to the pre-tax amount paid for the relevant service.
• Koragence cannot be held liable for indirect damage such as data loss, loss of income, or financial prejudice.
• Koragence is bound only by an obligation of means and does not guarantee any commercial, financial, or performance result.
• The Client remains solely responsible for operating the deliverables.
• Koragence cannot be held liable for unlawful, inaccurate, or infringing content supplied by the Client.

18. Force majeure

Force majeure includes unforeseeable, irresistible, and external events preventing the normal performance of obligations, such as wars, disasters, or major system failures. Their occurrence suspends the affected obligations.

19. Personal data

Koragence processes personal data in accordance with the GDPR. The Client may exercise rights of access, rectification, opposition, or deletion by contacting contact@koragence.com.

20. Confidentiality

Each party undertakes to preserve the confidentiality of exchanged information, except where such information is already public or must be disclosed under a legal obligation.

21. Evidence and communications

Electronic exchanges such as emails, messages, and validations are binding between the parties and may be used as contractual evidence. Koragence reserves the right to immediately suspend any service in the event of abusive behavior, excessive requests, or non-compliance with the Client’s contractual obligations.

22. Complaints

Any complaint must be submitted in writing to contact@koragence.com. A response will be provided within a reasonable timeframe.

23. Nature of advice

The services provided do not in any case constitute legal, tax, or financial advice.

24. Governing law and jurisdiction

These Terms of Sale are governed by French law. In the event of a dispute, the competent courts of Paris shall have exclusive jurisdiction.