Terms and Conditions of Sale

In these General Terms and Conditions of Sale (CGV, hereinafter the GTCS), the following terms have the following meaning.

« Provider » : SDR Web, a sole proprietorship (entreprise individuelle) operated by Mr Alessandro Lescole, registered under SIRET number 99247526900013, whose registered office is located at 663 rue du Pré aux Clercs, 34000 Montpellier.

« Client » : any natural or legal person acting for purposes falling within the scope of its professional activity within the meaning of Article 31.1, and having accepted a Quote issued by the Provider under the conditions of Article 3.

« Quote » : the priced and dated document describing the service ordered, its Deliverables, its price, its payment terms and its scope.

« Descriptive Schedule » : the document appended to the Quote setting out the essential characteristics of the Offer subscribed to — content, quantities, number of pages, applications, volumes, timeframes and response times — as they were published on the date of subscription. The Descriptive Schedule forms an integral part of the Contract.

« Technical Schedule » : the versioned and dated document, provided to the Client with the Quote and accessible online, listing the components of the technical foundation referred to in Article 18.6, the hosting provider selected as well as the subsequent sub-processors (sous-traitants ultérieurs) referred to in Article 25.4, their role and the place where the data is processed. The Technical Schedule forms an integral part of the Contract. It is intended to evolve: its updates are notified under the conditions of Articles 18.6 and 25.4, do not affect the Descriptive Schedule and do not constitute a modification of the GTCS within the meaning of Article 33.4.

« Contract » : the whole formed by the accepted Quote, the Descriptive Schedule, the Technical Schedule, these GTCS and, where applicable, the signed Amendments.

« Offer » : one of the services marketed by the Provider and described in Article 27.

« One-off Offer » : an Offer whose price is paid under the terms of Article 12.3 and whose performance ends upon final acceptance, in particular the Pack Autonome and the Pack Lancement Entreprise.

« Subscription » : an Offer performed on a continuing basis (à exécution successive), invoiced by Monthly Payments and governed by Article 14, in particular the Formule Sérénité, the Formule Sérénité + Outil, the Forfait SEO and the Pilotage offers. The Forfait SEO, notwithstanding its commercial name, constitutes a Subscription and not a One-off Offer.

« Plan » : a Subscription comprising the creation of a website and the transfer of ownership provided for in Article 15, namely the Formule Sérénité and the Formule Sérénité + Outil.

« Monthly Payment » : the monthly price of the Subscription, payable in advance on each Due Date.

« Due Date (Échéance) » : the monthly date of direct debit or of payment of the Monthly Payment, set out in the Quote.

« Transfer Date » : the date on which ownership of the Deliverables is transferred to the Client under the conditions of Article 15. This notion is specific to the Plans; in the other Subscriptions, the assignment of the elements produced by the Provider is governed by Article 18.10.

« Deliverables » : the elements produced by the Provider in the performance of the Contract, as defined in the Quote and the Descriptive Schedule (websites, applications, source code, mock-ups, content, files, access credentials), in their state as at the relevant date.

« Scoping Document » : the document provided by the Provider at the start of the project, describing the site structure adopted, the expected content, the features and the provisional schedule. Its validation by the Client, express or tacit under the conditions of Article 8, constitutes one of the conditions for the starting point of the delivery times, which run only under the conditions of Article 26.4.

« Go-live » : the installation of the Deliverables on the agreed hosting environment and their being made available to the public.

« Operational Edit » : a request to modify existing content within the meaning of Article 7.4.

« Client Dashboard » : the online interface allowing the Client to consult the progress of the services, its contractual documents, the count provided for in Article 7.4 and the audience measurements of its website.

« Administration Area » : the online interface allowing the Client to modify the content of its website or its application itself.

« Business Day (jour ouvré) » : Monday to Friday, excluding statutory public holidays in France.

« Amendment » : any document written and signed by both parties modifying the Contract (scope, price, schedule, terms).

These GTCS govern all the services supplied by the Provider to the Client. They apply to any order, to the exclusion of any other general terms and conditions issued by the Client, in particular its general terms and conditions of purchase, unless otherwise agreed in writing.

The Provider's Offers, both One-off Offers and Subscriptions, are intended exclusively for professional Clients under the conditions of Article 31.1.

The Provider offers two families of services, the details of which appear in Article 27.

2.1 One-off Offers. Services whose performance ends upon final acceptance, comprising in particular the Pack Autonome and the Pack Lancement Entreprise, as well as custom developments (online shops, business software, SaaS platforms) and one-off services (audits, search engine optimisation, content creation).

2.2 Subscriptions. Services performed on a continuing basis and invoiced by Monthly Payments, comprising in particular the Formule Sérénité, the Formule Sérénité + Outil, the Forfait SEO and the Pilotage offers. The Plans comprise the creation of a website, its Go-live, its hosting, its maintenance, its continuous evolution and the transfer of its ownership to the Client under the conditions of Article 15. The Forfait SEO and the Pilotage offers do not comprise this transfer; the elements which the Provider produces under them are assigned to the Client under the conditions of Article 18.10.

The list of the services actually ordered is exhaustively defined in the Quote and the Descriptive Schedule. Any service not mentioned in these documents is deemed to be outside the scope within the meaning of Article 4, subject to the Operational Edits governed by Article 7.4.

3.1 Methods of acceptance. For One-off Offers, the Contract is validly formed by one of the following acts, which constitute full, complete and unreserved acceptance of these GTCS: handwritten or electronic signature of the Quote, return by email of the words « bon pour accord » (agreed) together with the Quote, or payment of the first down payment provided for in the Quote. These three methods are legally equivalent as regards the formation of the Contract. For Subscriptions, the Contract is formed by the signature of the Quote and the signature of the mandate or of the direct debit authorisation provided for in Article 14.3.

3.2 Identification of the Client and right of refusal. In all cases, the Client shall provide, prior to any order, the declaration of capacity and the identification number required under Article 31.1. The Provider reserves the right to refuse any order which is not accompanied by them, such refusal giving rise to no compensation. The absence or the lateness of this communication does not affect the formation of the Contract which occurred under the conditions of Article 3.1: the Client may not rely on it to challenge the existence of the Contract, the agreed price, the assignments of rights granted, the limitation of liability of Article 26.5 or any other stipulation hereof. The Client remains bound by the warranty of accuracy provided for in Article 31.1 and shall regularise the communication upon first request.

3.3 Written instrument evidencing the assignment of rights. Where the Contract entails an assignment of copyright, acceptance by email or by payment does not dispense with the signature of the Quote, which the Client undertakes to return signed no later than upon final acceptance. The signed Quote, together with its schedules and these GTCS, constitutes the written instrument evidencing the assignment and delimiting its extent, purpose, duration and territory within the meaning of Articles L131-2 and L131-3 of the French Intellectual Property Code. Furthermore, the method of acceptance by payment is not available to a Client benefiting from the right of withdrawal (droit de rétractation) within the meaning of Article 31.2, no payment being able to be called for or collected before the expiry of the period provided for in Article 31.3.

3.4 Binding effect. Acceptance entails the Client's adherence to the GTCS in force on the date of the act of acceptance, as well as to the Quote, the Descriptive Schedule and the Technical Schedule in their state on that same date. The Client acknowledges having had the time necessary to review them beforehand.

3.5 Subscription by electronic means. Where the Contract is concluded by electronic means, the Client has, before validation, the possibility of checking the details of its order and of correcting any errors in it. Both parties being professionals, they expressly agree to derogate from the provisions of Articles 1127-1 and 1127-2 of the French Civil Code, in accordance with Article 1127-3 of the same code.

3.6 Retention. A copy in PDF format of the applicable GTCS, of the Quote, of the Descriptive Schedule and of the Technical Schedule is sent to the Client on a durable medium no later than on the day the Contract is formed, and remains available upon simple request at contact@sdr-web.fr. The Provider retains each dated version of the GTCS and provides it to the Client who requests it.

3.7 Commencement of performance. Where the Client benefits from the right of withdrawal defined in Article 31.2, the Provider commences performance of the Contract only upon expiry of the withdrawal period, under the conditions of Article 31.3. In the other cases, performance commences upon the formation of the Contract.

4.1 Validity of the Quote. Unless otherwise stated, any Quote is valid for thirty (30) calendar days from its date of issue. After that period, and without acceptance by the Client, it automatically lapses (caduc) and the Provider may have to update it.

4.2 Mandatory content of the Quote. Each Quote states at a minimum the purpose of the service, the exhaustive list of the expected Deliverables, the delivery criteria applicable within the meaning of Article 6.1, the price, the payment terms or the amount of the Monthly Payment and its Due Date, the provisional schedule and the items to be supplied by the Client together with their deadlines. It bears the identification number provided under Article 31.1 as well as the declarations provided for in Article 31.5. For the Plans, it further states the provisional date of the twelfth Monthly Payment and, where it is determined at subscription, the amount of the Monthly Payment applicable beyond that one.

4.3 Exhaustive scope. The scope of the services is strictly limited to what is explicitly described in the Quote and the Descriptive Schedule. Any request, feature, page or service which does not appear therein is considered to be outside the scope. It may only be carried out after the issuance of an Amendment and acceptance by the Client of the corresponding invoicing, under the conditions of Article 5.

4.4 Exception: recurring services included. By way of exception to Article 4.3, the services comprised in a Subscription under Article 27 — in particular the Operational Edits defined in Article 7.4, content publications, search engine optimisation work and the management of the Google business listing — are performed without an Amendment, without an additional Quote and without any price supplement.

4.5 Schedules to the Quote. The Quote includes, as schedules, the Descriptive Schedule and the Technical Schedule. Where the Contract is concluded off-premises (hors établissement) with a Client benefiting from the right of withdrawal within the meaning of Article 31.2, the Quote further includes, failing which the withdrawal period is extended, the standard withdrawal form reproduced in Article 31.6, provided on a durable medium in accordance with Article L221-9 of the French Consumer Code.

5.1 Principle. Any modification of the Contract, whether it concerns the scope, the price, the payment terms, the schedule, the Deliverables or any other provision, must be the subject of a written Amendment signed by both parties. No oral modification, nor any correspondence not confirmed by a signed Amendment, shall be enforceable against either party.

5.2 Effect of the absence of an Amendment. The absence of a signed Amendment for a modification request results in the initial terms of the Contract being maintained. The Provider is not required to carry out a service exceeding the scope of the Quote for as long as the corresponding Amendment has not been signed and, where applicable, paid according to the agreed terms.

5.3 Exclusion. The following do not constitute modifications of the Contract within the meaning of this article: the recurring services comprised in a Subscription within the meaning of Article 4.4, the change of Offer provided for in Article 14.7, and the updating of the Technical Schedule carried out under the conditions of Articles 18.6 and 25.4.

6.1 Definition in the Quote. The delivery criteria applicable to each service are defined in the Quote, in accordance with Article 4.2. They describe the state in which the Deliverables are deemed delivered and compliant.

6.2 Default criteria. In the absence of a specific stipulation in the Quote, the following are deemed to constitute final acceptance: the Go-live of the Deliverables, the proper functioning of all the features explicitly listed in the Quote under normal conditions of use, the successful completion of the tests on the payment flows where applicable, and the handing over to the Client of the access credentials to the Administration Area provided for by the Offer subscribed to. Where the Provider does not provide the hosting, the Go-live takes place on the hosting environment communicated by the Client under the conditions of Article 9.8.

6.3 Go-live in Subscriptions. Within a Subscription, the Deliverables are put live and made accessible to the public as from delivery, without waiting for the transfer of ownership provided for in Article 15; the Go-live date and the final acceptance date coincide. This Go-live takes place under the temporary licence to operate granted in Article 18.1; it constitutes neither a waiver of the condition precedent (condition suspensive) of Article 15.1, nor an early transfer of the rights.

6.4 Effect. Once these criteria are met, the project is deemed delivered within the meaning of the Contract, irrespective of any subsequent subjective assessment by the Client. The final acceptance date triggers the validation period provided for in Article 8 and, for One-off Offers, the warranty provided for in Article 26.1.

7.1 Included cycles. Each design phase of the project — in particular the design phase, the integration phase and the content phase — includes two (2) revision cycles. The first cycle incorporates the feedback given on the basis of the first version delivered. The second cycle allows the feedback given at the end of the first cycle to be adjusted.

7.2 Additional revisions. Any design revision subsequent to the second cycle of a phase constitutes a modification of the scope. It is invoiced at the Hourly Rate provided for in Article 13. Where the foreseeable workload exceeds five (5) hours, a priced Amendment is issued before performance, under the conditions of Article 5.

7.3 Feedback outside the cycles. Feedback, requests or corrections relating to elements already validated during an earlier cycle, or to elements not provided for in the Quote, are handled in accordance with Article 5.

7.4 Operational Edits. An Operational Edit is, and is only, any request to modify or replace existing content of a website already put live: a text, a photograph, an opening time, a contact detail, a displayed price, the addition or removal of a service in an existing list, the correction of a piece of information, or the publication of a news item by means of an existing template, excluding the writing of its content. In the Subscriptions which provide for them in Article 27, Operational Edits are performed without a Quote, without an Amendment and without any price supplement, within the limit of three (3) cumulative hours per calendar month, this limit applying under the conditions of Articles 7.5 and 7.6. Beyond this limit, the Provider performs the request after written acceptance by the Client of a quotation drawn up at the Hourly Rate of Article 13, or postpones it to the following calendar month, at the Client's option. Articles 7.1 and 7.2 are not applicable to Operational Edits.

7.5 Counting and enforceability of the limit. The Provider shall inform the Client in writing when the requests for the current calendar month approach the three (3) hour limit, before undertaking any work that would exceed it. It shall provide the Client, upon simple written request, with the breakdown of hours used and the request to which each relates. Failing communication of this breakdown within ten (10) business days of the request, the three (3) hour limit is not enforceable against the Client for the calendar month concerned.

7.6 Carry-over of unused hours. Hours not used during a calendar month cannot be carried over. By way of exception, the hours which could not be used by reason of a closure period within the meaning of Article 27.7 are carried over to the following calendar month, up to the duration of the closure.

7.7 Exclusions. The following do not constitute Operational Edits, whatever the time taken to carry them out, and are the subject of a dedicated quotation: the creation of an additional page beyond the number provided for in the Descriptive Schedule, the writing of the content of an article or of a news item, the development of a new feature, the redesign of the visual identity or of the structure of the website, and the integration of a third-party service.

8.1 Validation period. Upon each milestone delivery or final acceptance, as well as upon the handing over of the Scoping Document, the Client has a period of five (5) Business Days from the making available to validate the Deliverable or the document, or to submit in writing, to contact@sdr-web.fr, reasoned modification requests falling within the cycles provided for in Article 7.

8.2 Tacit acceptance. Without written feedback from the Client at the end of this period, the Deliverable or the Scoping Document is deemed validated. This tacit acceptance produces the same effects as an express validation, where applicable as regards the payability of the balance of the One-off Offers provided for in Article 12.3, the starting point of the delivery times provided for in Article 26.4 and the starting point of the warranty provided for in Article 26.1.

8.3 Form of the feedback. Modification requests must be reasoned, made in writing and grouped into a single transmission per revision cycle. Requests made by telephone or by videoconference must be confirmed by email in order to take effect.

8.4 Exclusion. This article does not apply to Operational Edits within the meaning of Article 7.4, the performance of which does not reopen any validation period.

9.1 Good-faith cooperation. The Client undertakes to cooperate actively and in good faith with the Provider, to respond to requests within reasonable timeframes and to report without delay any change likely to affect the project.

9.2 Provision of the items. The Client shall provide, within a maximum period of fifteen (15) calendar days from the Provider's written request, all the items necessary for the performance of the Contract, in particular: textual and visual content, logo, credentials and access to existing accounts (hosting, domain name, Google accounts, payment platforms), legal information and any data listed in the Quote.

9.3 Validation within the deadlines. The Client shall comply with the validation periods provided for in Article 8 and in the Quote.

9.4 Rights in the content and the pre-existing elements. The Client warrants that it holds the rights in all the content and elements which it transmits. Where the service relates to a website, an application or content which pre-exists and of which the Provider is not the author, the Client warrants that it holds the rights of reproduction, adaptation, modification and hosting necessary for their performance. It shall hold the Provider harmless against any third-party claim in this respect.

9.5 Obligations specific to Subscriptions. Throughout the duration of a Subscription, the Client further undertakes to: keep valid the means of payment provided under Article 14.3 and report without delay any change of bank details; maintain for the Provider the access necessary for the performance of the services, in particular that mentioned in Articles 21, 22.3 and 22.5; report without delay any modification of its activity, its name, its address or its registration; and make no direct modification to the source code of the website without informing the Provider beforehand, such an intervention being liable to bring the warranty to an end under the conditions of Article 26.3.

9.6 Use of the hosting. The Client undertakes to make compliant use of the hosting provided, under the conditions of Article 20.5.

9.7 Regulated professions. A Client practising a regulated profession is responsible for complying with the ethical rules (règles déontologiques) applicable to its communications and its advertising. It validates the content before publication; the Provider is under no obligation to verify its compliance with those rules.

9.8 Access to the Client's hosting environment. Where the Provider does not provide the hosting of the Deliverables, whatever the Offer subscribed to, the Client shall provide the Provider, within a period of seven (7) Business Days from its written request, with the access to the hosting environment on which the Go-live is to take place as well as the technical rights necessary for it. Failing this, the delivery time is suspended and Article 10 applies. The Provider assumes no obligation of hosting, of backup or of availability under Article 20 on an environment which it does not operate.

10.1 Scope. This Article applies to the creation phase preceding the Go-live of the Deliverables, including where that phase is performed under a Subscription. It does not apply to Subscription services subsequent to the Go-live, the performance of which is governed by Articles 20, 22 and 27 and the sanction of which falls under Articles 28 and 29.

10.2 Definition of inactivity. A period of inactivity is established where the Client fails to supply the items requested in accordance with Article 9.2, fails to validate the Deliverables in accordance with Article 8, or fails to reply to the Provider's written reminders.

10.3 Suspension after thirty days. Upon expiry of a period of inactivity of thirty (30) calendar days, and after a written reminder that has remained unanswered for seven (7) calendar days, the creation phase is automatically suspended. The provisional schedule and the delivery times are suspended for an equivalent duration. Under a Subscription, the Monthly Payments remain due during that suspension, the suspension being exclusively attributable to the Client; they constitute the Provider's sole compensation in respect of that period, Article 17 not being applicable to Subscriptions.

10.4 Abandonment after sixty days. Upon expiry of a period of inactivity of sixty (60) calendar days relating to a One-off Offer, the project is deemed abandoned by the Client. The sums paid as at that date remain vested in the Provider in respect of the work undertaken. The balance corresponding to the work actually carried out and documented — interim Deliverables, progress reports, pre-production environment, time-stamped development history — becomes immediately due.

10.5 Resumption. Any resumption of a One-off Offer after abandonment is subject to the signature of a new Quote at the price terms then in force, increased by restart fees corresponding to three (3) hours at the Hourly Rate set out in Article 13.

11.1 Scope. This Article applies only to One-off Offers. It does not apply to Subscriptions, the duration of which is governed by Article 14.2. It operates only in the absence of a finding of abandonment under Article 10.4, which takes precedence.

11.2 Lapse. Save for an express extension formalised by an Amendment signed by both parties, the Contract relating to a One-off Offer automatically lapses (caducité) upon expiry of a period of six (6) months from acceptance of the Quote within the meaning of Article 3. That lapse extinguishes the obligation to carry out the remaining services, without retroactive effect.

11.3 Effects. As at the date of lapse, the sums paid by the Client remain vested in the Provider in respect of the work performed. Any subsequent resumption of the project is the subject of a new Quote at the price terms then in force.

12.1 Prices and taxes. Prices are expressed in euros and are exclusive of tax. As at the date hereof, the Provider benefits from the VAT exemption scheme (franchise en base de TVA) provided for in Article 293 B of the French General Tax Code: no tax is invoiced and the amounts stated correspond to the amounts actually payable by the Client. Should the benefit of that scheme be lost, for whatever reason, the legally applicable value added tax is automatically added to the services whose chargeable event (fait générateur) occurs after the date of exit from the scheme. The Provider shall inform the Client thereof in writing at least thirty (30) days before it takes effect. Since it results from the law, that addition constitutes neither a modification of the price within the meaning of Article 12.2, nor a modification of these General Terms and Conditions of Sale within the meaning of Article 33.4, nor an adjustment of the Monthly Payment within the meaning of Article 14.6. The tax thus invoiced is, where applicable, deductible by the Client subject to tax under ordinary law conditions. A Client who does not wish to bear it retains the right to terminate its Subscription at any time under the conditions of Article 28.2.

12.2 Firmness of prices. The price of a One-off Offer set out in the Quote is firm and final. In the Plans, the amount of the Monthly Payment is firm up to and including the twelfth Monthly Payment; it may thereafter be adjusted solely under the conditions of Article 14.6. In the other Subscriptions, the amount of the Monthly Payment may be adjusted under the conditions of Article 14.6.

12.3 Payment terms for One-off Offers. Unless otherwise stipulated in the Quote, the price of a One-off Offer is paid according to one of the following two arrangements, specified in the Quote: either a deposit (acompte) of thirty to fifty per cent (30 to 50%) upon acceptance of the Quote and the balance upon final acceptance within the meaning of Article 6; or four (4) payments of equal amount, free of charge, interest-free and without surcharge, consisting of three (3) deposits called before performance — respectively upon acceptance of the Quote, upon the opening of the design phase and upon the opening of the integration phase — and the balance invoiced upon final acceptance. Each deposit is the subject of a separate invoice, issued before the performance of the phase which it precedes and payable upon receipt; the opening of each phase is subject to receipt of the corresponding deposit. The balance invoice is payable under the conditions of Article 12.6. Payments are made by bank transfer, by bank card or by cheque made out to the Provider. Where the Client benefits from the right of withdrawal defined in Article 31.2, no payment is called or collected before expiry of the period provided for in Article 31.3.

12.4 Nature of the deposits. The sums paid under Article 12.3 constitute deposits (acomptes) and not earnest money (arrhes) within the meaning of Article 1590 of the French Civil Code: their payment definitively binds both parties. A deposit due before the performance of the phase which it finances does not constitute a payment period granted to the Client within the meaning of Article L441-10 I of the French Commercial Code.

12.5 Payment terms for Subscriptions. Subscriptions are payable by Monthly Payments in advance, under the conditions of Article 14.3. Each Monthly Payment is the subject of a separate invoice. No global invoice covering several Monthly Payments is issued.

12.6 Payment period. The payment period for balance invoices and one-off invoices is set at thirty (30) calendar days from their date of issue, in accordance with Article L441-10 I of the French Commercial Code. Monthly Payment invoices are payable on their Due Date, in advance of the period to which they relate.

12.7 Late payment penalties. In accordance with Article L441-10 II of the French Commercial Code, any late payment automatically gives rise, without any formal notice (mise en demeure) being necessary, to the application of late payment penalties equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten (10) percentage points. Those penalties are due from the first day of delay.

12.8 Fixed recovery indemnity. Any late payment gives rise, in addition to the aforementioned penalties, to the payment of a fixed indemnity of forty (40) euros for recovery costs, in accordance with Articles L441-10 II and D441-5 of the French Commercial Code. Where the recovery costs actually incurred exceed that amount, the Provider may claim additional compensation upon supporting evidence.

12.9 Early payment discount. No early payment discount (escompte) is granted in the event of early payment, subject to the express stipulations of the Quote.

12.10 Third-party costs. Costs incurred with third parties on behalf of the Client — in particular registration of a domain name, software licences, typefaces, image banks, external services integrated into the site — are re-invoiced euro for euro. Where they exceed, for a Contract and per calendar year, an amount equivalent to two (2) hours at the Hourly Rate set out in Article 13, they are subject to the Client's prior written agreement. The budget for advertising campaigns is governed by Article 22.5 and is neither advanced nor re-invoiced.

13.1 Amount and price schedule. The Provider's Hourly Rate is eighty (80) euros excluding tax. Billing is per hour, any hour commenced being counted in full. That rate is the only service price stipulated herein; the price of each Offer is the one set out in the Quote. The schedule of unit prices within the meaning of Article L441-1 of the French Commercial Code consists of this Hourly Rate and of the schedule of Offers; it is reproduced in the Quote and communicated, together with these General Terms and Conditions of Sale, to any professional who requests it at contact@sdr-web.fr.

13.2 Scope. The Hourly Rate applies to services not included in the scope of the Quote, in particular: the additional revisions referred to in Article 7.2, requests exceeding the monthly limit of Operational Edits set out in Article 7.4, the restart fees referred to in Article 10.5, the reminder fees referred to in Article 17.2, the additional handover sessions referred to in Article 19.3, work requested outside a Subscription within the meaning of Article 27.8 and the reinstatement fees referred to in Article 29.4. It also serves as the unit of account for the prior agreement threshold of Article 12.10 and for the liability floor of Article 26.5.

13.3 Adjustment. The Hourly Rate may be adjusted by the Provider, subject to written information being given to the Client at least thirty (30) days before it takes effect. The rate applicable to a service is the one in force on the date on which that service is ordered; the adjusted rate has no effect on services already ordered. That adjustment does not constitute a modification of these General Terms and Conditions of Sale within the meaning of Article 33.4 and gives rise to no right of termination under Article 28.6.

14.1 Scope. This Article applies to Subscriptions within the meaning of Article 1, in particular to the Sérénité Plan (Formule Sérénité), the Sérénité + Outil Plan (Formule Sérénité + Outil), the SEO Package (Forfait SEO) and the Pilotage offers.

14.2 Duration. The Subscription is entered into for an indefinite duration. It takes effect on the date set out in the Quote and continues for as long as neither party has brought it to an end. No minimum commitment period is imposed on the Client, who may bring it to an end at any time under the conditions of Article 28.2. The Subscription includes neither a term nor renewal, whether tacit or express.

14.3 Monthly Payments and means of payment. The Subscription is invoiced by equal Monthly Payments, payable in advance on each Due Date. Upon taking out the Subscription, the Client provides a recurring means of payment and gives its authorisation for the automatic debit of the Monthly Payment, either by SEPA business-to-business direct debit mandate or by recurring bank card payment authorisation. Each debit is preceded by a pre-notification sent to the Client at least two (2) business days in advance, the invoice serving as pre-notification. In the event of rejection, revocation or dispute of a debit, the Provider shall inform the Client thereof; the stipulations of Articles 15.8 and 29 apply.

14.4 First Monthly Payment and initial free period. The first Monthly Payment is due on the date set out in the Quote. Where the Client benefits from the right of withdrawal defined in Article 31.2, it is neither called nor collected before expiry of the period provided for in Article 31.3. The following Monthly Payments are debited on the same date of each month. The Quote may provide for an initial free period; that period has no effect on the count provided for in Article 15.1, no Monthly Payment being collected in respect thereof.

14.5 Continuation of the service beyond the twelfth Monthly Payment. The Subscription does not come to an end at the twelfth Monthly Payment. The transfer of ownership provided for in Article 15 has no effect on its performance: the Provider continues to supply all of the services described in Article 27 and the Client continues to pay the Monthly Payment, for as long as neither of the parties has brought it to an end. The Client remains free to terminate at any time, both before and after the twelfth Monthly Payment, under the conditions of Article 28.2.

14.6 Adjustment of the amount of the Monthly Payment. In the Plans, the amount of the Monthly Payment is firm up to and including the twelfth Monthly Payment. Beyond that point, and in the other Subscriptions at any time, it may be adjusted upwards or downwards solely under the following conditions: written notification to the Client at least two (2) months before the effective date, stating the new amount and the date on which it will apply, and the Client's right to refuse the adjustment by terminating the Subscription under the conditions of Article 28.6. Failing termination within that period, the new amount applies to subsequent Monthly Payments. The amount applicable after the twelfth Monthly Payment is set out in the Quote where it is determined upon taking out the Subscription; failing that, it is the amount notified under the conditions of this Article. No other condition is settled herein for the period subsequent to the twelfth Monthly Payment.

14.7 Change of Offer. The Client may at any time request a move to a higher Offer; it takes effect on the following Due Date, by simple written agreement and without an Amendment. A move to a lower Offer takes effect upon expiry of a period of thirty (30) calendar days. The count provided for in Article 15.1 is assessed by reference to the Monthly Payment of the Plan in respect of which the count is opened. A move to a lower Offer suspends that count with respect only to the Deliverables which are not included in the new Offer, and has no effect on the count with respect to those which are included therein; the Monthly Payments previously collected remain vested in the suspended count. The Client may complete a suspended count either by returning to the Offer which includes the Deliverables concerned, or by exercising the right set out in Article 16, which remains open to it for that sole purpose. The Provider shall inform the Client in writing of that effect before the change takes effect. The transfer of the business application is further governed by Article 15.7.

15.1 Triggering event. In the Plans, the transfer to the Client of the rights defined in Article 18.4 is subject to a condition precedent (condition suspensive) within the meaning of Article 1304 of the French Civil Code: the actual, final and unreversed collection of twelve (12) Monthly Payments. The condition is fulfilled when the cumulative amount actually collected under the Plan reaches twelve (12) times the Monthly Payment of the Plan in respect of which the count is opened, provided that no sum due remains unpaid as at that date and that the Deliverables have been the subject of a Go-live; failing a Go-live, the Transfer Date is postponed to the date thereof. The Plan in respect of which the count is opened means the one originally taken out; a change of Offer produces the effects provided for in Article 14.7 and, for the business application, those provided for in Article 15.7. The same basis is used in Articles 14.7, 15.7 and 16.2. The count relates to the Monthly Payments actually collected and not to the Monthly Payments invoiced or to the time elapsed. That threshold constitutes a method of computing the condition; it entails no allocation of any fraction of the Monthly Payments to the price of the assignment, which is governed by Article 18.5.

15.2 Subject matter of the transfer. The transfer relates to the Deliverables in their state as at the Transfer Date, including the developments, contents, pages and works carried out since the Go-live, as well as to their source code and the associated documentation. It entails the assignment of the rights listed in Article 18.4 and the grant of the licences provided for in Article 18.6.

15.3 Absence of retroactivity. In accordance with Article 1304-6 of the French Civil Code, fulfilment of the condition has no retroactive effect. The transfer produces its effects from the Transfer Date. Prior uses remain governed by the temporary licence set out in Article 18.1.

15.4 Formalisation and handover. The Provider shall send the Client, within ten (10) business days following the Transfer Date, a written certificate recording the transfer and setting out the rights assigned. The physical handover of the source code, of the database, of the access credentials and of the documentation takes place under the conditions of Article 19.2. The transfer of rights is automatically acquired as at the Transfer Date, irrespective of the date of that handover and without any request from the Client being necessary.

15.5 Monthly delivery statement and assignment of subsequent developments. The Provider undertakes to assign to the Client, under the conditions of Article 18.4, the developments, content and enhancements produced after the Transfer Date in the course of the continued Subscription. In accordance with Article L131-1 of the French Intellectual Property Code, which renders void the global assignment of future works, this assignment does not operate in advance: it takes place progressively, each item being identified and dated by its Go-live, and becomes perfect upon collection of the Monthly Payment for the month in which that Go-live occurred. The Provider shall draw up a summary of the items concerned upon simple written request by the Client.

15.6 Failure to provide a statement and failure of collection. Failing a statement sent within ten (10) business days following the end of the month concerned, the Client may serve formal notice (mise en demeure) on the Provider to draw it up; upon expiry of a period of fifteen (15) calendar days following that formal notice, the assignment is deemed acquired with respect to the items put into production during that month, which are identified by their being put into production. Failing collection of the corresponding Monthly Payment, the items of the month concerned are not assigned; the Provider may require their removal within a period of thirty (30) calendar days from a formal notice expressly referring to this Article. Failing exercise of that right within that period, a non-exclusive, perpetual, free-of-charge licence to use, transferable with the Deliverables, is deemed granted to the Client over those items.

15.7 Business application. Where the Offer includes a business application, the transfer of ownership thereof is subject to the collection of a cumulative amount equal to twelve (12) times the Monthly Payment of the Plan in respect of which the count is opened, that Plan being understood in this respect as the Plan which includes the business application. Monthly Payments previously collected under another Offer are set off against that amount; the transfer takes place when the cumulative amount actually collected reaches that threshold, subject to the reservations provided for in Article 15.1. The transfer of the site does not entail that of the business application.

15.8 Subsequent rejection or dispute of a payment. In the event of subsequent rejection, revocation or dispute of a payment which contributed to the fulfilment of the condition, the Client shall pay the corresponding sum within a period of eight (8) days from a formal notice expressly mentioning this Article. Failing payment within that period, the Provider shall elect, at its option, either the automatic rescission (résolution) of the transfer, the Client then ceasing all use of the Deliverables and the rights assigned being deemed never to have left the Provider's estate, or the maintenance of the assignment against immediate payment of the unpaid amount, increased by the penalties set out in Article 12.7 and the indemnity set out in Article 12.8. The Provider shall notify its choice in writing.

15.9 Failure of the condition. Where the Subscription comes to an end, for whatever cause, before fulfilment of the condition provided for in Article 15.1, that condition fails: no transfer takes place, the rights having at no time left the Provider's estate, subject to Article 18.11. The effects of that failure are settled in Article 28.2. Where twelve (12) Monthly Payments have been collected no later than the effective date of termination, the transfer takes place notwithstanding that termination.

16.1 Right. A Client holding a Plan may, at any time and without giving reasons, pay in advance the Monthly Payments not yet due up to and including the twelfth. That right remains open to a Client whose count is suspended under Article 14.7, with respect only to the Deliverables affected by that suspension. It is exercised by a simple written request sent to contact@sdr-web.fr. The Provider shall send the corresponding invoice within a period of five (5) business days.

16.2 Amount. The amount of the advance payment is equal to the difference between twelve (12) times the Monthly Payment of the Plan in respect of which the count is opened within the meaning of Article 15.1 and the cumulative amount of the Monthly Payments already collected as at the date of the request. That amount includes no increase, interest or indemnity. No early payment discount is granted, subject to an express stipulation of the Quote.

16.3 Condition. The right provided for in this Article is open only to a Client who is up to date with its Monthly Payments due. Where sums remain unpaid, the amount of the advance payment includes those sums as well as the penalties and indemnities that may be due under Article 12.

16.4 Effects. The actual, final and unreversed collection of the advance payment produces the same effects as the collection of the twelfth Monthly Payment: the condition precedent set out in Article 15.1 is fulfilled, subject to the Go-live reservation which that Article provides for. The Transfer Date is the date of that collection or, if later, the date of the Go-live. Articles 15.2 to 15.8 and 19.2 apply.

16.5 Continuation of the service and absence of refund. The advance payment does not bring the Subscription to an end and does not amount to termination. The Subscription continues under the conditions of Article 14.5; the Monthly Payments thus paid cover the months to which they relate and the Monthly Payments become due again as from the thirteenth month. A Client who wishes both to acquire ownership of the Deliverables and to bring the service to an end shall separately exercise the right set out in this Article and the termination provided for in Article 28.2; where both are exercised concurrently, no Monthly Payment other than those paid in advance is due after the effective date of the termination. The advance payment is definitively vested in the Provider: the Client retains the benefit of the services corresponding to the months thus paid for, whether or not it uses them, and subsequent termination gives rise to no right to a refund on that ground, the Client having acquired in consideration thereof ownership of the Deliverables under the conditions of Article 15.

16.6 Nature of the payment. The advance payment constitutes the early payment of Monthly Payments remunerating services. It constitutes neither the price of an assignment of rights nor the repayment of a debt, in accordance with Article 18.5.

17.1 Scope. This Article applies only to the creation phase preceding the Go-live of the Deliverables under a One-off Offer. It is applicable to no Subscription: during the performance of a Subscription, the Monthly Payment remaining due under Article 10.3 constitutes the Provider's sole compensation in respect of the late provision of materials.

17.2 Fees. Where the Client fails to supply, within the periods provided for in Article 9.2, the items necessary for the performance of the Contract, and after a first written reminder that has remained unanswered for seven (7) calendar days, reminder fees corresponding to half an hour at the Hourly Rate set out in Article 13 are invoiced for each additional period of seven (7) calendar days of delay, up to a limit of four (4) such periods per project. Those fees are separate from the late payment penalties provided for in Article 12.

18.1 Initial ownership and temporary operating licence. The Provider is initially the sole holder of the economic copyright (droits patrimoniaux d'auteur) in the Deliverables it produces. From Go-live until the date on which the assignment becomes perfected within the meaning of Articles 15, 18.2 or 18.10, it grants the Client a personal, non-exclusive and non-transferable operating licence covering the rights of reproduction and of communication to the public (droit de représentation) in the Deliverables, worldwide, for the sole purposes of operating the site or the application in the context of the Client's business. This licence is granted for the term of the Contract; it lapses automatically, without formality, on the effective date of termination where termination occurs before the assignment has become perfected. It lapses without prejudice to the assignments already perfected under Articles 15.5, 15.6 and 18.10, to the licences deemed granted under Article 15.6 and to the licence provided for in Article 18.11. Any use after that date and not covered by one of these provisions is without authorisation and engages the Client's civil liability.

18.2 Assignment in One-off Offers. In One-off Offers, the assignment to the Client of the economic copyright in the Deliverables takes place upon final acceptance within the meaning of Article 6, subject to the condition precedent (condition suspensive) of payment in full of the price set out in the Quote and its Amendments. The Quote may provide that the assignment takes place as from delivery notwithstanding the existence of payments not yet called; in that case, failure to pay gives the Provider only the rights provided for in Articles 12.7, 12.8 and 29.7.

18.3 Assignment in the Plans. In the Plans, the assignment of the economic copyright takes place on the Transfer Date, under the conditions of Article 15.

18.4 Scope of the assignment. The assignment covers the following rights, each assigned separately. In respect of the elements governed by ordinary copyright law — graphical interfaces, graphic charters, texts, photographs and illustrations produced for the project — the following are assigned: the right of reproduction by any process and on any medium, the right of communication to the public by any means of communication to the public, including online, the right of adaptation, modification and translation, the right of making available to the public and the right of distribution. In respect of the source code, the object code, the technical documentation and the preparatory design material, which fall under the software regime, the rights referred to in Article L122-6 of the French Intellectual Property Code are assigned: the right of permanent or temporary reproduction by any means and in any form, the right of translation, adaptation, arrangement and any other modification as well as the reproduction of the software resulting therefrom, and the right of placing on the market for consideration or free of charge, including rental. These rights are assigned for the statutory term of copyright protection, worldwide, for the purposes of operating the Deliverables without restriction as to destination: the Client may in particular operate, modify, have modified by the service provider of its choice, host wherever it wishes, grant sub-licences over, contribute to a company, transfer with its business goodwill (fonds de commerce) or assign to a third party the assigned Deliverables. The assignment is granted on an exclusive basis in respect of the elements specific to the Client — graphic charter, contents, developments produced at its request — and on a non-exclusive basis in respect of the technical foundation and the reusable components referred to in Article 18.6.

18.5 Remuneration for the assignment. In One-off Offers, the assignment is included in the price set out in the Quote; in accordance with Article L131-4 of the French Intellectual Property Code, this remuneration is a lump sum, the basis for calculating proportional remuneration not being capable of being determined in practice and the assignment covering, in particular, software. In Subscriptions, the assignment is granted as an ancillary of the Subscription relationship, without separate remuneration and without additional price, the Monthly Payment remunerating exclusively the services described in Article 27; should remuneration nevertheless have to be attributed to it, it is a lump sum within the meaning of the same Article L131-4. No portion of the Monthly Payments is allocated to the price of the assignment.

18.6 Exclusions and licence on the technical foundation. Excluded from the assignment are the tools, frameworks, third-party libraries, methods, know-how and pre-existing or reusable components developed by the Provider independently of the project, the list of which appears in the Technical Schedule and which remain its property. For these elements, in their version integrated into the Deliverables only, the Provider grants the Client, on the date on which the assignment becomes perfected and without additional price, a non-exclusive, perpetual, irrevocable, free-of-charge licence to use, valid worldwide, including the right to reproduce, to run, to modify and to have modified these elements for the purposes of operating, maintaining and developing the Deliverables. This licence is transferable with the Deliverables, in particular in the event of a transfer of the business goodwill, of a universal transfer of assets (transmission universelle de patrimoine) or of an assignment of the Deliverables to a third party. Any update to the list appearing in the Technical Schedule is notified to the Client in writing and has no effect on the licences already granted. Third-party components distributed under a free or open licence remain subject to their respective licences, the list of which is provided to the Client with the technical documentation.

18.7 Moral right and attribution. The author's moral right (droit moral) is inalienable. The Client shall respect any attribution notices appearing in the Deliverables. In accordance with Article L121-7 of the French Intellectual Property Code, the Provider may not object to the modifications made to the code by the Client or by a third party after the assignment, save in the event of harm to its honour or reputation.

18.8 Client's undertaking before transfer. Before the Transfer Date, or before payment in full in One-off Offers, the Client undertakes to operate the Deliverables solely within the framework defined in the Contract, not to assign, sub-licence or transfer them to a third party without the Provider's prior written agreement, and not to extract all or part of the source code from them for other purposes. This undertaking ceases automatically on the date on which the assignment becomes perfected. It does not apply to the elements assigned under Article 18.10.

18.9 Warranty of originality. The Provider warrants that the Deliverables it produces are original and do not reproduce any pre-existing work in which it does not hold the necessary rights. Where contents are produced with the assistance of automated tools, they are subject to human verification and adaptation before publication, and this warranty applies to them. This warranty does not cover the contents and elements supplied by the Client, which are governed by Article 9.4.

18.10 Assignment in Subscriptions that do not include the transfer under Article 15. In the Forfait SEO and in the Pilotage offers, the Provider assigns to the Client, on the terms of Article 18.4, the contents, articles, developments and enhancements that it produces in the course of performance of the Subscription. This assignment operates according to the monthly delivery statement mechanism provided for in Article 15.5, the provisions of which are applicable, including those of Article 15.6 relating to the absence of a statement and to the absence of collection of payment: it becomes perfected, in respect of the elements identified in the statement for the month concerned, as from collection of the corresponding Monthly Payment. This assignment is definitive and survives the end of the Contract, whatever the cause: after termination the Client retains the right to operate, to modify and to have modified the assigned elements, without any return, cessation of operation or withdrawal being capable of being imposed on it on that ground, with the exception of the elements not assigned for lack of collection within the meaning of Article 15.6, in respect of which withdrawal may be required only under the conditions and within the time limit which that Article provides. The Provider hands over to the Client the elements thus assigned under the conditions of Article 19.6. The assignment covers neither the pre-existing Deliverables of which the Provider is not the author, governed by Article 9.4, nor the elements excluded by Article 18.6, in respect of which the licence provided for in that same Article is granted as and when the monthly assignments occur.

18.11 Cessation of the Provider's activity. In the event of definitive cessation of the Provider's activity without the Contract being taken over under the conditions of Article 33.6, and where the assignment has not yet become perfected, the Provider grants the Client, on the date of that cessation, a non-exclusive, perpetual, irrevocable and free-of-charge operating licence, valid worldwide and transferable with the Deliverables, including the right to reproduce, to communicate to the public, to modify and to have modified the Deliverables for the purposes of continuing to operate them. The source code, the database, the access credentials and the documentation are then handed over to the Client under the conditions of Article 19.1, without such handover being capable of being made subject to the payment of any sum whatsoever.

19.1 One-off Offers. In One-off Offers, the Provider hands over to the Client, within ten (10) business days from the later of the following two dates, final acceptance within the meaning of Article 6 and payment in full of the price: the source code of the specific Deliverables, the database where applicable, the access credentials to the agreed hosting environment, the access credentials to the accounts created on the Client's behalf (Google Search Console, Google Business Profile, audience measurement accounts, advertising accounts), the list of third-party components and of their licences, and the technical documentation necessary for takeover.

19.2 Plans. In the Plans, as from the Transfer Date, the Provider hands over to the Client the items listed in Article 19.1 upon simple written request, within ten (10) business days and up to a limit of two (2) handovers per calendar year. This handover does not in itself entail termination, suspension or modification of the Subscription, which continues under the conditions of Article 14.5. As it covers Deliverables of which the Client is already the owner, it may not be made subject to any exit procedure, to any additional payment or to the payment of any sum whatsoever, including in the event of non-payment within the meaning of Article 29 or of a dispute between the parties.

19.3 Arrangements. The handover takes place by secure electronic means, in particular by making available a code repository and a backup of the database. A one-hour remote handover session is scheduled at the Client's request. Any additional session is invoiced at the Hourly Rate set out in Article 13.

19.4 Client's data. The Client's contents, files and personal data are returned to it upon simple request, at any time, irrespective of any dispute relating to payment, under the conditions of Article 25.5. The Provider may under no circumstances make such return subject to the payment of any sum whatsoever.

19.5 Retention after termination. After the effective date of a termination, the Provider retains the backups of the site and the Client's data for thirty (30) calendar days, during which the Client may request that they be handed over. Upon expiry of that period, they are permanently deleted.

19.6 Subscriptions that do not include the transfer under Article 15. In the Forfait SEO and in the Pilotage offers, the Provider hands over to the Client, upon simple written request, within ten (10) business days and up to a limit of two (2) handovers per calendar year, the elements assigned under Article 18.10: the source code of the developments and enhancements produced, the contents and articles published in their source format, the database where applicable, the access credentials to the accounts created on the Client's behalf within the meaning of Article 19.1, the list of third-party components and of their licences, and the documentation necessary for takeover. As it covers elements of which the Client is already the owner, it does not in itself entail termination, suspension or modification of the Subscription, and may not be made subject to any exit procedure, to any additional payment or to the payment of any sum whatsoever, including in the event of non-payment within the meaning of Article 29 or of a dispute between the parties. It does not cover the elements not assigned for lack of collection within the meaning of Article 15.6, nor the pre-existing Deliverables governed by Article 9.4. The arrangements of Article 19.3 are applicable.

20.1 Scope and location. In the Subscriptions which provide for it in Article 27, the Provider provides the hosting of the Deliverables, their availability to the public, the application of security updates, technical supervision and the renewal of encryption certificates. The Deliverables are hosted on servers located in the European Union. The identity of the host and the location of the servers appear in the Technical Schedule; any change is notified under the conditions of Article 25.4. Certain ancillary services — protection against attacks, content delivery, sending of transactional emails, audience measurement — may be provided by third parties whose infrastructures are located in the European Union or offer appropriate safeguards within the meaning of Chapter V of Regulation (EU) 2016/679.

20.2 Backups. The Provider performs a daily backup of the files and of the database, retained for thirty (30) rolling calendar days. In the event of an incident, it restores the most recent available backup as soon as possible. It provides the Client with a copy of the most recent backup upon simple written request.

20.3 Availability. The Provider undertakes, under a best-efforts obligation (obligation de moyens) and subject to Article 29, to keep the Deliverables accessible to the public and to restore the service as soon as possible in the event of an interruption. No quantified availability rate is guaranteed, unless expressly stipulated in the Quote. Interruptions scheduled for maintenance are announced to the Client at least twenty-four (24) hours in advance where they are liable to affect access to the site.

20.4 Maintenance. Maintenance means the correction of malfunctions affecting the Deliverables or their hosting environment, as well as the application of technical and security updates. It is included in the Monthly Payment, without limitation of duration during the Subscription.

20.5 Acceptable use. The hosting is sized for normal professional use corresponding to the Offer subscribed. The Client shall refrain from hosting manifestly unlawful content, from using the infrastructure to send unsolicited emails, from hosting there files unrelated to its business, or from generating there a load manifestly disproportionate in the light of the Descriptive Schedule. In the event of a lasting excess, the Provider informs the Client and proposes to it a suitable Offer or a quote; failing agreement within a period of thirty (30) days, it may terminate the Subscription under the conditions of Article 28.4.

20.6 Exclusions. Not included are interruptions attributable to a third party (operator, internet access provider, registrar, external service integrated into the site), to an intervention by the Client or by a third party on the code, to a computer attack that could not be prevented despite measures compliant with the state of the art, or to an event of force majeure within the meaning of Article 30. The Provider's liability under this Article remains subject to Article 26.5.

20.7 Absence of Subscription. The Provider provides no hosting and no backup in the absence of a current Subscription. A Client holding a One-off Offer is responsible for the hosting of the Deliverables and communicates to the Provider the access credentials to the environment chosen, under the conditions of Article 9.8.

21.1 Ownership. The domain name associated with the Deliverables is registered in the name of the Client, who is its holder from the first day and remains so throughout the term of the Contract and after its end, whatever the cause. The Provider acts only in the capacity of technical or administrative contact; it may under no circumstances declare itself holder of the domain name, transfer it to itself or to a third party, or object to its transfer to another registrar.

21.2 Fees and renewal obligation. Domain name registration and renewal fees are borne by the Client, unless otherwise stated in the Quote. The Provider may handle the purchase and technical management on the Client's behalf, the corresponding fees then being re-invoiced under the conditions of Article 12.10. The Provider has no renewal obligation; it shall however notify the Client in writing, at least thirty (30) days in advance, of any expiry of which it is aware.

21.3 Transfer and exit. The Provider communicates to the Client, upon simple written request and within five (5) business days, the transfer code for the domain name and all the elements necessary for its administration. This communication may not be made subject to the payment of any sum whatsoever, including in the event of non-payment within the meaning of Article 29.

21.4 Domain name supplied by the Client. Where the domain name is already held by the Client, the latter retains ownership of it and communicates to the Provider the access credentials necessary for the technical configuration.

22.1 Nature of the obligation. Organic search engine optimisation services constitute a best-efforts obligation. The positioning of a site in search engine results depends on algorithms held by third parties, on competition in the sector and on factors outside the Provider's control. No ranking, no volume of visits, no number of contacts and no appearance in a search service or a conversational assistant is guaranteed.

22.2 Scope. The Provider performs the services described in Article 27 and in the Descriptive Schedule, in particular the work relating to a specified number of targeted searches per month, the writing and publication of contents, and the monitoring of positions. The number of searches worked on, agreed by mutual agreement, is to be understood as an undertaking as to work and not an undertaking as to results on those searches.

22.3 Google Business Profile. Where the Offer includes the management of the Client's Google Business Profile, the Client remains its owner and holder. It gives the Provider a written management mandate, limited to the publication of information, of contents and of replies to reviews, revocable at any time. The Provider publishes no review, solicits no review in exchange for a benefit and modifies no legal data without the Client's agreement. At the end of the Contract, it withdraws its access without deleting the profile or its content.

22.4 Time for effects to appear. The effects of search engine optimisation work generally appear within a period of three to six (3 to 6) months. In Subscriptions, in the absence of measurable progress at the end of a period of six (6) months, the parties meet for a strategy review, without such review giving rise to any right to compensation or to a refund.

22.5 Advertising accounts and media budget. Where the Offer includes the setting up or the management of online advertising campaigns, the advertising account is opened in the name of the Client, who remains its sole holder as well as the sole holder of its campaigns, of its audiences and of its history. The media budget is paid directly by the Client to the advertising platform: it is neither advanced, nor re-invoiced, nor included in the price of the Provider's services, which remunerate only the setting up, the management and the monitoring. The Client gives the Provider an access and management mandate, revocable at any time; at the end of the Contract, the Provider withdraws its access without deleting the account or its history and hands over the access credentials under the conditions of Article 19.1 for One-off Offers, of Article 19.2 for the Plans and of Article 19.6 for the other Subscriptions. Articles 22.1 and 26.5 are applicable: no volume of clicks, of contacts or of revenue is guaranteed.

23.1 Principle. The Provider is free to perform, during and after performance of the Contract, services for any other client, including in the Client's business sector or for direct or indirect competitors. No obligation of exclusivity, of non-competition or of non-solicitation is borne by the Provider in the absence of a written exclusivity clause, expressly negotiated and invoiced separately.

23.2 Form of an exclusivity clause. In accordance with Article 5.1, no oral discussion, no verbal agreement and no correspondence not confirmed by a signed Amendment may be relied upon against either party in respect of exclusivity. Only an exclusivity clause signed by both parties, specifying its scope, its duration and the associated financial consideration, binds the Provider in this respect.

24.1 Undertaking. Each party undertakes to keep strictly confidential the non-public information exchanged in the context of the Contract, in particular strategic, commercial, technical, financial or personal information of which it may become aware. This undertaking applies throughout the term of the Contract and for three (3) years after its end, whatever the cause.

24.2 Exclusions. Excluded from this obligation is information which is or becomes public without any breach, information already known to the receiving party before disclosure, and information whose communication is required by law or by a competent authority. The processing of personal data is further governed by Article 25.

25.1 Capacity as processor. Where performance of the Contract leads the Provider to access, process or host personal data falling under the Client's responsibility — in particular via the administration areas, the databases, the site's forms, the audience measurement accounts or the customer relationship management accounts —, the Provider acts in the capacity of processor (sous-traitant) within the meaning of Article 28 of Regulation (EU) 2016/679, the Client acting in the capacity of controller (responsable de traitement).

25.2 Characteristics of the processing. The subject matter of the processing is the hosting and maintenance of the Client's site or application. Its nature consists in the storage, backup, consultation and, where applicable, transmission of the data. Its purpose is the performance of the services described in Article 27. Its duration is that of the Contract, extended by the retention period provided for in Article 19.5. The data processed are in particular the identification and contact data of the Client's visitors and customers as well as, depending on the Offer, appointment, quotation, order or invoicing data. The categories of data subjects are the site's visitors, the Client's prospects and customers, and its staff holding an access.

25.3 Provider's undertakings. The Provider processes these data only on documented instructions from the Client and for the purposes of the Contract alone. It implements appropriate technical and organisational measures, guarantees the confidentiality of the authorised persons, assists the Client in complying with its own obligations, in particular as regards security, impact assessment and response to requests to exercise rights, and notifies it without undue delay of any data breach of which it becomes aware. It makes available to the Client all the information necessary to demonstrate compliance with the obligations of this Article and allows for audits, including inspections, conducted by the Client or by an auditor mandated by it, at the rate of one audit per calendar year, upon thirty (30) days' written notice and at the Client's expense. The Provider immediately informs the Client if an instruction received constitutes, in its view, an infringement of Regulation (EU) 2016/679 or of another provision relating to data protection.

25.4 Sub-processors and location. The Client authorises the Provider to engage sub-processors for hosting, backup, protection against attacks, the sending of transactional emails and audience measurement. The up-to-date list of these sub-processors, of their role and of the place of processing appears in the Technical Schedule. The data are processed in the European Union; any transfer outside the European Union is subject to prior information of the Client and to appropriate safeguards within the meaning of Chapter V of Regulation (EU) 2016/679. The Provider informs the Client of any intended change of sub-processor at least thirty (30) days in advance; the Client may object to it in writing and, failing an alternative solution, terminate the Subscription under the conditions of Article 28.6.

25.5 End of the Contract. At the end of the Contract or upon written request from the Client made at any time, the Provider returns or destroys, at the Client's choice, the personal data which it holds, subject to the statutory retention obligations incumbent upon it. This return may not be made subject to the payment of any sum whatsoever.

25.6 Privacy policy. The processing of personal data specific to the sdr-web.fr site is governed by the Privacy Policy accessible at sdr-web.fr/confidentialite.

26.1 Warranty on One-off Offers. The Provider warrants the proper functioning of the Deliverables for thirty (30) calendar days from final acceptance within the meaning of Article 6, subject to their being used in accordance with their intended purpose and with the documentation supplied. The correction of malfunctions reported during that period is included and carried out free of charge.

26.2 Warranty on Subscriptions. In Subscriptions, the maintenance defined in Article 20.4 is included for the whole duration of the Subscription, without limitation of duration and without the warranty of Article 26.1 being applicable.

26.3 Exclusions. Excluded from the warranty are malfunctions resulting from use that does not comply with the intended purpose, from modifications made to the code by the Client or by a third party, from a hosting defect not attributable to the Provider where hosting is not provided by it, or from external events such as an operator outage, a computer attack or an event of force majeure within the meaning of Article 30.

26.4 Delivery times. The delivery times set out in the Quote or in Article 27 constitute an undertaking by the Provider. Where a time is expressed as a range, the undertaking is understood as referring to its upper limit. These times run from the validation of the Scoping Document under the conditions of Article 8 and from receipt of all the items to be supplied within the meaning of Article 9.2 and, where applicable, from the expiry of the withdrawal period provided for in Article 31.3. They are suspended during the Client's periods of inactivity within the meaning of Article 10, during the validation periods provided for in Article 8, during the closure periods announced under the conditions of Article 27.7, and in the event of force majeure. Where the overrun of the time limit is exclusively attributable to the Provider and exceeds fifteen (15) business days, the Client may, after a formal notice (mise en demeure) has remained without effect for seven (7) calendar days, terminate the Contract — under the conditions of Article 28.6 if it is a Subscription, under those of Article 28.3 if it is a One-off Offer, the formal notice provided for in this Article being deemed to be the one required by Article 28.3 without a second one being necessary — and obtain reimbursement of the sums paid in respect of the services not performed. This option may not be combined with the one provided for in Article 28.3. Apart from these options, no delay may give rise to penalties or to damages.

26.5 Limitation of liability. The Provider's liability, on all grounds combined, is limited to the higher of the following two amounts: the total amount actually paid by the Client under the Contract during the twelve (12) months preceding the triggering event, or an amount equivalent to twelve (12) hours at the Hourly Rate of Article 13. The Provider may not be held liable for indirect damage suffered by the Client or by third parties, in particular loss of turnover, loss of clientele, loss of opportunity, loss of search ranking, damage to image or commercial prejudice. This limitation applies neither to breaches of Articles 19.2, 19.4, 19.6, 21 and 25.5 relating to the handover of the Deliverables of which the Client is the owner, to the return of its data and to its domain name, nor in the event of gross or wilful misconduct (faute lourde ou dolosive), nor in the event of personal injury, nor in the cases where the law prohibits it.

This Article describes the content of the Offers and the service level undertakings attached to them; those undertakings form an integral part of the Contract. The price of each Offer is the one set out in the Quote. The details of the quantities, of the number of pages, of the applications and of the features specific to each Client are set out in the Descriptive Schedule.

27.1 Formule Sérénité. Subscription comprising: the design and copywriting of a website, up to a limit of ten (10) pages, according to the number set out in the Descriptive Schedule and written for the Client's business; its Go-live within seven to fifteen (7 to 15) business days under the conditions of Article 26.4; its hosting, its securing, its backups and its maintenance under the conditions of Article 20; the Operational Edits under the conditions of Articles 7.4 to 7.7; the search engine optimisation work covering ten (10) targeted searches per month and the management of the Google Business Profile under the conditions of Article 22; access to the Client Dashboard and to the Administration Area; and a single point of contact replying within the time provided for in Article 27.7. Ownership of the website and of its source code is transferred to the Client under the conditions of Article 15.

27.2 Formule Sérénité + Outil. Subscription comprising the whole of the Formule Sérénité, supplemented by the development of one (1) business application chosen from those described in the Descriptive Schedule (appointment booking, client portal, online quotation or order tracking), of its Administration Area, of the access credentials for the Client's staff, of its supervision and of its updates. The Go-live time is three to five (3 to 5) weeks under the conditions of Article 26.4. Any application or feature not falling within the scope described in the Descriptive Schedule is the subject of a dedicated quote. Ownership of the website, of the application and of their source code is transferred to the Client under the conditions of Articles 15.1 and 15.7.

27.3 Pack Autonome. One-off Offer comprising the design and copywriting of a website, up to a limit of ten (10) pages according to the Descriptive Schedule, delivered within seven (7) business days under the conditions of Article 26.4, the creation or the optimisation of the Google Business Profile and search engine optimisation work covering three (3) targeted searches upon delivery. The website and its source code are assigned to the Client as from final acceptance, under the conditions of Article 18.2, and handed over under the conditions of Article 19.1. The warranty of Article 26.1 applies. No hosting, backup, maintenance or support service is included beyond that warranty: any subsequent intervention is the subject of a dedicated quote. As the Provider does not provide the hosting, the Client shall communicate to it the access credentials to the hosting environment on which the Go-live is to take place, under the conditions of Article 9.8.

27.4 Forfait SEO. Subscription intended for a website already online, comprising: the search engine optimisation work under the conditions of Article 22, the writing and publication of eight (8) articles per month, subject to the Client supplying the necessary business information, the management of the Google Business Profile, a monthly measurement review of the rankings, access to the Client Dashboard, as well as the hosting, the securing, the backups and the Operational Edits under the conditions of Articles 20 and 7.4 to 7.7. This Subscription entails no transfer of ownership over the pre-existing Deliverables, which remain the property of their holder, Article 9.4 being applicable. The content, articles and developments produced by the Provider during the Subscription are assigned to the Client under the conditions of Article 18.10 and handed over to it under the conditions of Article 19.6.

27.5 Pilotage. Subscription intended for business applications (online shops, client areas, customer relationship management tools, platforms) comprising, according to the tier subscribed, a monthly volume of development hours, supervision, backups, a monthly report, a review meeting and a support response time. The volume of hours, the response time, the frequency of the reports and of the review meetings specific to the tier subscribed are set out in the Descriptive Schedule and constitute undertakings by the Provider within the meaning of Article 33.1. This Subscription entails no transfer of ownership over the pre-existing Deliverables, which remain the property of their holder, Article 9.4 being applicable. The developments and enhancements produced by the Provider during the Subscription are assigned to the Client under the conditions of Article 18.10 and handed over to it under the conditions of Article 19.6.

27.6 Pack Lancement Entreprise and other One-off Offers. One-off Offers whose content, time frame and Deliverables are defined in the Quote and in the Descriptive Schedule. The website, the application and their source code are assigned to the Client as from final acceptance, under the conditions of Article 18.2.

27.7 Response times and closure periods. In the Plans and in the Forfait SEO, the Provider undertakes, under an obligation of means (obligation de moyens), to acknowledge receipt of any written request from the Client and to indicate the action that will be taken on it within one (1) business day. That time runs from the receipt of the request sent to contact@sdr-web.fr or filed in the Client Dashboard, to the exclusion of any other channel, and does not apply to incomplete requests. In the Pilotage offers, the response time is the one set out in the Descriptive Schedule. The Provider may close its offices for fifteen (15) business days per calendar year; the closure periods, announced to the Client at least thirty (30) days in advance, suspend the times provided for in this Article, the delivery times of Article 26.4 and the performance of the Operational Edits, the corresponding hours being carried over under the conditions of Article 7.6. Hosting, security and backups continue to be provided during those periods.

27.8 Absence of a Subscription. Where no Subscription has been taken out, the Provider is under no obligation of hosting, maintenance, backup or support after the expiry of the warranty provided for in Article 26.1. Any intervention requested outside a Subscription is invoiced at the Hourly Rate of Article 13 or is the subject of a dedicated quote.

28.1 Termination of a One-off Offer by the Client. The Client may terminate a One-off Offer at any time before final acceptance within the meaning of Article 6, by email the receipt of which can be established, subject to fifteen (15) calendar days' notice. The sums already paid remain acquired by the Provider and the balance corresponding to the work performed and documented at the date of termination becomes immediately payable.

28.2 Termination of a Subscription by the Client. The Client may terminate a Subscription at any time, without cause and without indemnity, by simple email sent to contact@sdr-web.fr. Termination takes effect upon the expiry of thirty (30) calendar days' notice; the Monthly Payments that have fallen due and the one corresponding to the notice period remain payable. No renewal is imposed on the Client and no minimum commitment period may be relied upon against it. Where the termination of a Plan takes effect before the Transfer Date, the condition provided for in Article 15.1 fails: no transfer of ownership takes place, the temporary licence granted in Article 18.1 lapses on the effective date of the termination and the Deliverables are withdrawn from the Provider's hosting. The Client retains its domain name under the conditions of Article 21, its content and data under the conditions of Articles 19.4 and 25.5, as well as the items already assigned under Articles 15.5, 15.6 and 18.10. The Monthly Payments already paid remain acquired by the Provider, the corresponding services having been of use as and when they were performed, in accordance with Article 1229 paragraph 3 of the French Civil Code; no Monthly Payment subsequent to the notice period is due. The Client may, until the effective date of the termination, exercise the option provided for in Article 16 and acquire ownership of the Deliverables. Where the termination takes effect as from the Transfer Date, it has no effect on the ownership acquired by the Client, which retains the Deliverables and may obtain their handover under the conditions of Article 19.2.

28.3 Termination for breach by the Provider. The Client may terminate the Contract automatically (de plein droit), without notice or indemnity, after a reasoned formal notice (mise en demeure) has remained without effect for a period of ten (10) calendar days, in the event of a serious breach by the Provider of its obligations. The following, to the exclusion of any other, constitutes a serious breach within the meaning of this Article: an unavailability of the website attributable to the Provider exceeding fifteen (15) consecutive days; the failure to perform the Operational Edits due under Article 7.4 for thirty (30) consecutive days despite a written reminder; or the overrun of the time limit referred to in Article 26.4. Termination is effected by registered letter with acknowledgement of receipt or by email the receipt of which can be established. Where it occurs in the context of a Plan before the Transfer Date, the Client may acquire ownership of the Deliverables by exercising the option provided for in Article 16, the amount due in that respect being reduced by fifty per cent (50%) by way of lump-sum compensation. The Provider then hands over the Deliverables and the access credentials under the conditions and within the time limit of Article 19.2. The Client may not combine the option provided for in this Article with the reimbursement provided for in Article 26.4; it shall opt in writing for one or the other.

28.4 Termination for breach by the Client. The Provider may terminate the Contract automatically, after a formal notice has remained without effect for a period of ten (10) calendar days, in the event of a serious breach by the Client of its obligations, in particular: repeated failure to supply the items provided for in Article 9.2, breach of Article 20.5, failure to comply with the rules of good faith collaboration, insulting, vexatious or defamatory statements against the Provider or its staff, or any manifestly disloyal conduct. The formal notice expressly refers to this termination clause (clause résolutoire). Payment default is governed by the specific procedure of Article 29. In that case, the sums paid remain acquired by the Provider; for One-off Offers, the balance corresponding to the work performed at the date of termination becomes immediately payable; for Subscriptions, only the Monthly Payments having fallen due at the effective date of the termination remain payable, to the exclusion of any future Monthly Payment.

28.5 Common effects. Whatever its cause, termination entails the lapse of the temporary licence of Article 18.1 where no assignment has become final, the maintenance of the assignments and licences already acquired under Articles 15.5, 15.6, 18.6 and 18.10, the handover of the assigned items under the conditions of Articles 19.2 and 19.6, the return of the Client's data under the conditions of Articles 19.4 and 25.5, the retention and then the deletion of the backups under the conditions of Article 19.5, and the maintenance of the domain name in the Client's name in accordance with Article 21.

28.6 Termination by way of derogation from the notice period. By way of derogation from the notice period of Article 28.2, the Client may terminate its Subscription without notice or charge in the following cases only: refusal of an adjustment to the amount of the Monthly Payment notified under Article 14.6; objection to a change of subsequent subcontractor that has remained without an alternative solution under Article 25.4; overrun of a time limit attributable to the Provider under Article 26.4; refusal of a modification of the General Terms and Conditions of Sale (CGV) notified under Article 33.4; assignment of the Contract by the Provider under Article 33.6. Termination then takes effect on the date of entry into force of the refused measure or, in the case of Article 26.4, on the date of its notification. It is notified in writing before that date.

29.1 Payability. Any Monthly Payment not collected on its Due Date, in particular in the event of a rejected direct debit, and any invoice not settled by its due date constitute a payment default giving rise to the penalties and indemnities of Article 12, without prejudice to the procedure set out below.

29.2 Graduated procedure applicable to Subscriptions. The Provider may suspend all or part of its services only after having complied with the following steps and time limits, counted from the unpaid Due Date: at eight (8) days, sending of a written reminder; at fifteen (15) days, sending of a formal notice to pay, by registered letter with acknowledgement of receipt or by email the receipt of which can be established, expressly referring to this termination clause in accordance with Article 1225 of the French Civil Code; at thirty (30) days, suspension of the enhancement, search engine optimisation, Operational Edit and support services only, hosting and accessibility of the website being maintained; at forty-five (45) days, replacement of the website's pages by a temporary unavailability page, after seven (7) days' written notice; at sixty (60) days, automatic termination of the Subscription, notified in writing. Each step is subject to the absence of remedy at the date in question.

29.3 Exceptions. The Provider may neither bring forward the steps of Article 29.2 nor substitute another one for them at its discretion, subject only to the following reservations: the time limits are halved in the event of a second payment incident during the same period of twelve (12) months; this Article does not preclude the immediate suspension of the services in the event of fraud, of manifestly unlawful content, of an attack on the security of the infrastructure or of a serious breach of Article 20.5. This Article applies without prejudice to the public policy provisions applicable in the event of insolvency proceedings opened against the Client, in particular Article L622-13 of the French Commercial Code.

29.4 Remedy of the default. Payment of the sums due at any point in the procedure brings it to an end. The restoration of the suspended services takes place within two (2) business days. Where the suspension has reached the stage of replacement of the website's pages, reinstatement charges corresponding to one (1) hour at the Hourly Rate of Article 13 may be invoiced.

29.5 Limits. Under no circumstances may the Provider, on the ground of a payment default: transfer, withhold, suspend or object to the transfer of the Client's domain name, governed by Article 21; withhold the Client's content or personal data, governed by Articles 19.4 and 25.5; delete the backups before the expiry of the period of Article 19.5; delete or claim the Client's Google Business Profile or advertising accounts, governed by Articles 22.3 and 22.5; refuse to a Client having become owner of the Deliverables under Article 15 the handover of the source code, of the database, of the access credentials and of the documentation provided for in Article 19.2, which may not be made subject to the payment of any sum whatsoever; refuse or delay the handover provided for in Article 19.6 to a Client holding a Forfait SEO or a Pilotage offer; or go back on an assignment that has become final under Articles 15.5, 15.6 or 18.10.

29.6 Effect on ownership. Termination pronounced under this Article before the Transfer Date entails the failure of the condition under the conditions of Article 15.9 and produces the effects of Article 28.2. The Monthly Payments already collected remain acquired by the Provider, the corresponding services having been of use as and when the Contract was reciprocally performed, in accordance with Article 1229 paragraph 3 of the French Civil Code. No Monthly Payment subsequent to the effective date of the termination is due.

29.7 One-off Offers. In One-off Offers, the failure to pay an instalment on account or the balance within the meaning of Article 12.3 automatically suspends the performance of the services, in accordance with Article 1219 of the French Civil Code, and opens the following procedure counted from the unpaid due date: at eight (8) days, written reminder; at fifteen (15) days, formal notice expressly referring to this termination clause; at thirty (30) days, automatic termination of the Contract, notified in writing. As the services exchanged have been of use as and when the Contract was performed within the meaning of Article 1229 paragraph 3 of the French Civil Code, this termination gives rise to no restitution: the sums paid remain acquired by the Provider and the balance corresponding to the work performed and documented becomes immediately payable. The assignment provided for in Article 18.2 does not take place as long as the price has not been paid in full. The temporary licence of Article 18.1 remains acquired by the Client until the effective date of the termination pronounced under this Article; as from that date, and failing full payment of the price, the Client has no authorisation whatsoever to exploit the Deliverables.

30.1 Principle. Neither party may be held liable for the non-performance or the delayed performance of its obligations by reason of an event of force majeure within the meaning of Article 1218 of the French Civil Code. The performance times are then suspended for the duration of the event.

30.2 Termination. If the event of force majeure continues beyond sixty (60) calendar days, either party may terminate the Contract automatically by written notification. The sums paid in respect of the services performed at the date of termination remain acquired by the Provider, without any future Monthly Payment being due.

30.3 Fate of the ownership. Where termination for force majeure occurs in the context of a Plan before the Transfer Date, the Client has a period of thirty (30) calendar days from the notification to exercise the option provided for in Article 16 and acquire ownership of the Deliverables. Failing exercise within that period, the condition provided for in Article 15.1 fails and the effects of Article 28.2 apply, subject to Article 18.11.

31.1 Professional capacity required of the Client. All of the Provider's Offers, Subscriptions as well as One-off Offers, are exclusively reserved for Clients acting for purposes falling within the scope of their commercial, industrial, craft, liberal professional or agricultural activity. The Provider does not contract with a consumer or with a non-professional (non-professionnel) within the meaning of the preliminary article of the French Consumer Code, and addresses its offers only to professionals. Upon subscription, the Client declares this capacity and communicates its unique identification number (SIREN) or its equivalent identifier in its State of establishment. The Provider reserves the right to refuse any order that is not accompanied by this communication, under the conditions of Article 3.2. The Client warrants the accuracy of this declaration and bears the consequences of an inaccurate declaration, without prejudice to the applicable public policy provisions (dispositions d'ordre public).

31.2 Client benefiting from the right of withdrawal. A right of withdrawal is available only to the Client who cumulatively meets the three conditions laid down by Article L221-3 of the French Consumer Code: the Contract is concluded away from business premises (hors établissement) within the meaning of Article L221-1 I 2° of the same code, that is to say in the simultaneous physical presence of the parties in a place which is not the one where the Provider carries on its activity, in particular at the Client's registered office, on its premises or on one of its worksites; the subject matter of the Contract does not fall within the field of the Client's main activity; and the Client employs a number of employees less than or equal to five (5). A Contract concluded at a distance within the meaning of Article L221-1 I 1° of the same code, in particular by the sending of a Quote and its acceptance by electronic or postal means following a telephone exchange or a video conference, gives the Client no right of withdrawal: the aforementioned Article L221-3 covers only contracts concluded away from business premises. No right of withdrawal is stipulated for the benefit of any other Client, on any ground whatsoever.

31.3 Period and absence of early performance. The Client referred to in Article 31.2 has a period of fourteen (14) calendar days from the acceptance of the Quote to withdraw without cause or penalty, in accordance with Article L221-18 of the French Consumer Code. The model withdrawal form reproduced in Article 31.6 is given to it with the Quote on a durable medium, in accordance with Article 4.5 hereof and Article L221-9 of the same code; failing such delivery, the period is extended under the conditions of Article L221-20 of the same code. The Provider does not begin the performance of the Contract until the expiry of that period and neither calls for nor collects any payment before that date. No request for immediate performance is sought from the Client. After that period, performance begins and the Contract is firm.

31.4 Exercise and effects. Withdrawal may be exercised by means of the model form or by any other unambiguous statement, in particular by email to contact@sdr-web.fr. As no sum is collected before the expiry of the period and no service is performed during it, withdrawal gives rise to no restitution and to no indemnity on either side; any sum that may nevertheless have been paid is reimbursed within fourteen (14) days from the receipt of the statement.

31.5 Declarations set out in the Quote and default regime. In order to determine whether Articles 31.2 to 31.4 are applicable, the Quote requires the Client to declare, before its acceptance, the number of employees it employs and whether or not the subject matter of the Contract falls within the field of its main activity; it also states the place and the manner in which the Contract was concluded. These declarations are deemed accurate and bind the Client, without prejudice to the applicable public policy provisions: the Client who actually meets the three conditions of Article L221-3 of the French Consumer Code retains the right of withdrawal it derives from that provision notwithstanding any declaration to the contrary, and an inaccurate declaration sets aside neither the extension of the period provided for in Article L221-20 of the same code, nor the sanctions attached to it. These declarations serve as proof of the Provider's diligence in determining the applicable regime; they do not constitute its triggering event. Failing any declaration, and where the Contract is concluded in the simultaneous physical presence of the parties outside the Provider's premises, the Provider applies, as a precaution, the regime of Articles 31.3 and 31.4; the Client may not rely on this default application in order to require early performance or early collection.

31.6 Model withdrawal form. The following form is annexed to the Quote in the cases provided for in Article 4.5 and must be completed and returned only if the Client wishes to withdraw. For the attention of SDR Web, 663 rue du Pré aux Clercs, 34000 Montpellier, contact@sdr-web.fr. I hereby notify you of my withdrawal from the contract relating to the following supply of services: (designation of the service and reference of the Quote). Ordered on: (date of acceptance of the Quote). Name of the Client: (corporate name, or surname and first name). Address of the Client: (postal address). Identification number: (SIREN or equivalent). Signature of the Client (only if this form is notified on paper). Date.

32.1 Governing law. These CGV and the Contract are governed by French law, in accordance with Article 3 of Regulation (EC) No 593/2008, to the exclusion of the Vienna Convention of 11 April 1980 on the International Sale of Goods.

32.2 Amicable settlement. In the event of a dispute, the parties undertake to seek in good faith an amicable solution prior to any contentious action, by way of a reasoned written exchange sent to the other party.

32.3 Jurisdiction. Failing an amicable settlement within a reasonable time, any dispute relating to the formation, the performance or the interpretation of the Contract is submitted to the competent courts of Montpellier. In accordance with Article 48 of the French Code of Civil Procedure, this clause applies only to Clients having contracted in the capacity of trader (commerçant); with regard to any other Client, in particular a craftsman, a member of a liberal profession or a farmer, the statutory rules of jurisdiction apply.

32.4 Clients established outside France. With regard to a Client established in another Member State of the European Union, the attribution of jurisdiction of Article 32.3 is agreed in accordance with Article 25 of Regulation (EU) No 1215/2012; with regard to a Client established in a State bound by the Lugano Convention of 30 October 2007, it is agreed in accordance with Article 23 of that Convention. As the Provider contracts only with professional Clients within the meaning of Article 31.1, the protective rules of jurisdiction laid down by consumer law are not intended to apply.

33.1 Entire agreement. These CGV, the accepted Quote, the Descriptive Schedule, the Technical Schedule and any Amendments constitute the entire agreement between the parties and prevail over any prior communication, agreement and correspondence relating to the same subject matter. The essential characteristics of the Offer subscribed, as they appear in the Descriptive Schedule, are contractual and may be relied upon against the Provider.

33.2 Partial nullity. If a provision of these CGV were to be declared void, deemed unwritten or inapplicable, the other provisions would retain their full force and effect. The parties undertake to negotiate in good faith the replacement of the invalidated provision by a valid provision of equivalent effect.

33.3 Language. These CGV are drafted in French. Any translation is provided for information purposes. In the event of a divergence of interpretation, only the French version is authoritative.

33.4 Changes to the CGV. The Provider reserves the right to modify these CGV. For One-off Offers, the applicable version is the one in force at the date of acceptance of the Quote. For Subscriptions, any modification is notified to the Client in writing at least two (2) months before its entry into force; the Client who refuses it may terminate the Subscription under the conditions of Article 28.6. Failing termination within that period, the new version is applicable to it. The following do not constitute a modification of these CGV within the meaning of this Article: the adjustment of the Hourly Rate carried out under the conditions of Article 13.3, and the updating of the Technical Schedule carried out under the conditions of Articles 18.6 and 25.4.

33.5 Notifications. Unless otherwise stipulated, any notification between the parties is validly made by email to the address contact@sdr-web.fr for the Provider and to the address stated in the Quote for the Client. The parties agree that an email the receipt of which can be established constitutes a writing within the meaning of Articles 1365 et seq. of the French Civil Code, without prejudice to the cases in which these CGV require a registered letter with acknowledgement of receipt.

33.6 Assignment of the Contract. The Provider may assign the Contract to a third party in the context of a sale of its business (fonds de commerce), of a universal transfer of assets and liabilities (transmission universelle de patrimoine) or of a partial contribution of assets (apport partiel d'actif), provided that it informs the Client at least thirty (30) days in advance; the Client may then terminate the Subscription under the conditions of Article 28.6. The Client may assign the Contract to the transferee of its business, subject to the prior written agreement of the Provider, which may not refuse it without legitimate reason; as from the Transfer Date, ownership of the Deliverables and the licences of Articles 18.6 and 18.11 are transferred automatically with the transferred business.

33.7 No waiver. The fact that one of the parties does not avail itself of a breach by the other of any of its obligations may not be interpreted as a waiver of the right to avail itself of it subsequently.

33.8 Entry into force. This version applies to Contracts concluded as from its date of entry into force. For Subscriptions in progress at the date of its publication, it becomes applicable only upon the expiry of the notification period provided for in Article 33.4. Previous versions remain available on request at contact@sdr-web.fr.