General Terms of Sale - Koragence

Preamble

These General Terms of Sale apply exclusively to clients acting in the course of their professional activity, including companies, associations, public bodies, and other professionals. They govern the services, subscriptions, software development, and advisory assignments actually ordered from Koragence. Where a public procurement contract is entered into, its contractual documents and order of precedence prevail in the event of conflict.

1. Definitions

• Provider: Koragence.
• Client: a professional legal or natural person acting in the course of its business who has accepted a quote or entered into a contract with Koragence.
• Service: creation, development, audit, integration, maintenance, advisory, or support work described in the contractual baseline.
• Subscription: recurring maintenance, support, or fractional CTO engagement.
• Contractual baseline: documents defining the scope, features, constraints, acceptance criteria, deliverables, and assumptions applicable to the service.
• Deliverable: an item expressly identified as to be delivered or made available to the Client in the contractual baseline.
• Defect or non-conformity: a reproducible deviation between a deliverable and a specification in the contractual baseline, excluding a new request or a change of context.
• Change: a modification, feature, or behaviour not provided for in the initial contractual baseline.
• Change request: a change submitted for impact analysis, pricing, and written approval.
• Out of scope: any item not included in the contractual baseline, including a new business rule, a change of UX preference, or an incompatibility arising in a third-party service or the Client’s environment.
• Contract: all contractual documents applicable according to the hierarchy defined below.

2. Scope

Contractual documents apply in the following order: 1) signed contract or specific terms; 2) expressly accepted quote, SOW, statement, or proposal; 3) applicable specific annexes, SLA, and DPA; 4) Maintenance Terms for relevant services; 5) these Terms of Sale. For public procurement, the procurement documents and their order of precedence prevail.

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

The scope is defined by the contractual baseline. A defect is a reproducible deviation from that baseline; a new business rule, a newly desired behaviour, a change of UX preference, an undefined feature, a third-party API change after scoping, a change in the Client’s system, or a need discovered after scoping is not automatically a defect.

Any out-of-scope request follows change control: written request, impact analysis, price and timeline estimate, written approval, then performance. No out-of-scope change is included free of charge by default.

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 integrate or administer third-party services such as hosting, databases, email delivery services, APIs, and SaaS tools. Koragence is not responsible for intrinsic unavailability, changes, or failures of a third-party provider reasonably outside its control. This clause does not exclude Koragence’s liability for its own fault in a selection, configuration, integration, or administration expressly included in the Contract.

A removed or changed API, a third-party price change, an expired licence, or a new incompatibility may require analysis and a scope change. Recurring third-party costs remain the Client’s responsibility where stated in the quote or required by its environment.

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 €40 for collection costs is also automatically due in the event of late payment.
• Where the quote does not specify a payment period, invoices are payable within the statutory period applicable to professional clients. Koragence may claim additional recovery costs exceeding €40 on evidence where regulations permit. Suspension for non-payment occurs after notice and a reasonable cure period, except in a justified emergency.

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

Delivery is notified to the Client. The acceptance period is the period stated in the quote or specific terms; failing that, the Client has 10 business days to submit written, precise, reproducible reservations linked to the contractual baseline. Koragence will correct valid defects and arrange a new acceptance where necessary.

If no reservation is made within this period, the deliverable is deemed accepted, subject to mandatory applicable rules. A minor defect that does not prevent the essential use of the deliverable does not necessarily block acceptance. Production use constitutes acceptance only where this effect is expressly provided for in the contractual baseline.

13. Intellectual property

• Client-specific elements, Koragence pre-existing elements, frameworks, modules, libraries, scripts, generic components, methods, know-how, and general knowledge are distinguished in the contractual baseline.
• Any transfer or licence covering a specific deliverable specifies, where relevant, reproduction, representation, adaptation, and modification rights, purpose, scope, territory, and duration. It takes effect only after full payment of amounts due for the relevant deliverable.
• Koragence retains the right to reuse its pre-existing elements, generic components, tools, methods, and know-how, without reusing the Client’s confidential data or specific content. Open-source and third-party components remain subject to their licences.
• The Client warrants that it holds the rights required for the texts, images, trademarks, datasets, content, and elements it provides.

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 may arise only for direct, certain, proven damage that was reasonably foreseeable when the Contract was entered into and has an established causal link with a breach attributable to Koragence. Data loss is not automatically classified as indirect damage: its classification depends on the service and the triggering event.
• Subject to mandatory applicable rules and legal exceptions, and unless a different cap is stated in the specific terms, Koragence’s aggregate liability under a Contract is capped at the total amount excluding VAT paid or payable for the relevant service during the twelve months preceding the event giving rise to the claim; if the Contract lasted less than twelve months, the cap is the total amount excluding VAT paid or payable under that Contract. This cap does not exclude liabilities that cannot legally be limited.
• Where legally applicable, indirect or consequential damage such as loss of margin, loss of opportunity, loss of customers, commercial harm, or costs resulting from a business decision made independently of the deliverable is excluded. Koragence maintains professional liability insurance applicable to insured activities; a certificate may be provided on request.
• Koragence is bound only by an obligation of means and does not guarantee any commercial, financial, or performance result.
• The Client remains responsible for operation, business decisions, content, and access under its control, without prejudice to Koragence’s own obligations under the Contract.
• Koragence cannot be held liable for unlawful, inaccurate, or infringing content supplied by the Client.

18. Force majeure

Force majeure means an event beyond the control of the party invoking it, which could not reasonably have been foreseen when the Contract was entered into and whose effects cannot be avoided by appropriate measures, where it prevents performance of the affected obligation. A simple system outage or third-party unavailability is not automatically force majeure.

The affected party informs the other without delay, takes reasonable mitigation measures, and resumes performance as soon as possible. Obligations are suspended during the impediment; in the event of a lasting or permanent impediment, the parties discuss continuation, adaptation, or termination of the Contract and its financial consequences.

19. Personal data

Koragence is controller for its own purposes, including billing, commercial management, project management, and security. The Client is controller when it determines the purposes and means of its business data. Koragence is processor when it processes personal data only on the Client’s behalf and on documented instructions.

Where Koragence acts as processor, a GDPR Annex / DPA specifies the subject matter, duration, nature, purposes, data and person categories, instructions, confidentiality, security, further subprocessors, transfers, assistance, breaches, deletion or return, and audits.

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.

For a technical or cybersecurity audit, findings are made at a given date, for a defined scope, and from the information, access, and environments made available. Failure to detect a vulnerability is not a guarantee that no vulnerability exists. The Client must identify critical assets, provide required access, and back up its systems where relevant, without this clause excluding Koragence’s own execution negligence.

Where services using AI systems are expressly provided for, outputs may be probabilistic and depend on third-party providers or models. Human validation appropriate to the stakes remains necessary; the Client warrants that it has the rights required for the data it provides. Unless expressly agreed, Client data is not used to train a Koragence-owned model.

21. Evidence and communications

Electronic exchanges, including emails, messages, and approvals, may be used as contractual evidence. Koragence may suspend a service in the event of non-payment, unlawful use, a security threat, a substantial contractual breach, or lack of access preventing performance. Except in a security or illegality emergency, notice and a reasonable cure period are provided.

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. Between professionals where permitted by law, disputes fall under the exclusive jurisdiction of the courts with authority over Koragence’s registered office. Mandatory applicable rules and jurisdiction provisions of a public procurement contract prevail.