Terms of Sale and of Service

A. Common provisions

These apply to any relationship with Pikali, whatever the nature of the engagement.

1. Purpose and scope

These general terms of sale and of service (the “Terms”) govern all contractual relations between PIKALI, a French limited liability company (SARL) with share capital of €100, SIRET 10403821100017, Saverne Trade and Companies Register, VAT FR73104038211, whose registered office is at 37 Rue Principale, 67310 Dahlenheim, France (“Pikali”), and its business customer (“the Customer”).

They cover two kinds of engagement, dealt with separately below:

• services — creation and redesign of websites and applications, bespoke development, hosting, maintenance (part B);
• sale of digital products — modules and software licences downloadable from the pikali.fr store (part C).

Pikali's services are offered exclusively to business customers acting for the purposes of their trade. The Customer represents that it has the capacity and authority to enter into this contract.

2. Contract documents and order of precedence

The contract consists of the following documents, which prevail over one another in this order in the event of any inconsistency:

1. the quotation accepted by the Customer, together with any amendments;
2. these Terms, in the version in force on the date the quotation is accepted;
3. where applicable, the diagnostic report, specification or technical schedules attached to the quotation.

The quotation defines scope, price and lead times; the Terms define the legal framework. No general purchasing conditions of the Customer are enforceable against Pikali unless expressly accepted by Pikali in writing.

3. Prices, validity and revision

Prices are stated in euros, excluding tax; VAT at the applicable statutory rate is added. The price of a quotation is firm throughout its validity period, as stated on the quotation and, failing that, 30 days from its issue date. After that period Pikali may revise it.

The price covers strictly the scope described in the quotation. Any request outside that scope falls under article 12 (changes). Costs incurred on the Customer's behalf (licences, fonts, image libraries, domain names, third-party subscriptions) remain payable by the Customer and are re-invoiced at cost, subject to prior agreement.

A discount granted on a quotation is specific to that quotation and to any consideration attached to it; it does not carry over to subsequent engagements.

4. Acceptance of the quotation and electronic signature

The following sets out exactly what the Customer accepts when signing a quotation online from the customer area. This is the sole acceptance wording: the quotation does not reproduce it, it refers to it.

4.1 — What the signature means

By entering their first name, surname and role, ticking the acceptance box and confirming, the Customer:

• accepts the quotation in its scope, with the options selected and the total price displayed on screen at the time of confirmation, inclusive of tax;
• accepts these Terms in the version presented on that same page, which the Customer acknowledges having read before confirming;
• represents, by stating their role, that they are authorised to bind the Customer's business;
• undertakes to pay the deposit provided for in article 5, payment of which conditions the start of the work;
• requests performance of the services as soon as that deposit is received, without waiting for the expiry of any withdrawal period (article 20).

4.2 — Method used

The signature is a simple electronic signature within the meaning of articles 1366 and 1367 of the French Civil Code and of Regulation (EU) No 910/2014 (eIDAS). It rests on a body of evidence recorded at the exact moment of confirmation: the name and role entered, the timestamped date and time, the IP address, the browser used, the quotation reference, the detail of the lines and options selected, the total amount, the version of the Terms accepted and the digital fingerprint (SHA-256) of the full text of those Terms.

Access to the customer area is protected by a personal access key issued to the Customer, who undertakes not to disclose it to any unauthorised third party.

4.3 — Evidence agreement

In accordance with article 1356 of the French Civil Code, the parties expressly agree that the electronic records kept by Pikali shall constitute evidence between them as to the identity of the signatory, the date of signature and the content accepted, unless proven otherwise. The Customer acknowledges that this method was presented to it and accepts its evidential value.

4.4 — Retention and copy

The signed quotation is regenerated as a PDF and remains permanently accessible from the customer area. A confirmation is sent to the Customer by email immediately upon signature. Pikali retains the signed quotation and its evidence for ten years.

4.5 — Other means of acceptance

The quotation may also be accepted by handwritten signature or by express written agreement (an email confirming the referenced quotation). Payment of the deposit constitutes acceptance of the quotation to which it relates in any event.

5. Invoicing and payment

Unless the quotation states otherwise, services are paid for as follows:

• a deposit on signature, at the percentage stated in the quotation; work starts once it is received;
• the balance on go-live, or on delivery where there is no go-live;
• recurring services (hosting, maintenance, subscriptions) are invoiced in advance at the frequency selected.

The deposit invoice is payable on receipt: it is its collection that triggers the start of the work and the running of lead times (article 9). Other invoices are payable within thirty days of their issue date. Payment is made by bank transfer or by card through the payment provider SumUp. Bank details appear on the quotation and in the client area, where card payment is also offered; any request to change those details received by email must be verified with Pikali by telephone before any transfer is made.

No discount is granted for early payment.

Payment in instalments. Where the Customer chooses it when signing the quotation or accepts it in a written agreement, the price of one-off services may be paid in 6 monthly instalments (from €900 incl. VAT) or 12 monthly instalments (from €1,800 incl. VAT), at no extra cost, collected automatically by SEPA direct debit or from a saved card. This facility is reserved for Customers whose site is hosted by Pikali, and hosting must remain with Pikali until the last instalment is paid. Each instalment collected gives rise to its own invoice. The right of use provided for in article 16.1 is only acquired on payment of the last instalment. Failure to pay two instalments, or the end of hosting with Pikali before the term, makes the entire remaining balance immediately due. Any unpaid instalment is governed by article 6 (interest, formal notice, suspension). The Customer may pay early at any time, at no cost.

6. Late payment

In accordance with article L.441-10 of the French Commercial Code, any payment made after the due date automatically gives rise, without any reminder being necessary, to:

• late-payment interest calculated on the gross amount due, at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points;
• a fixed recovery-cost indemnity of €40 (article D.441-5 of the French Commercial Code), without prejudice to further compensation on supporting evidence where the costs actually incurred are higher.

Where payment is more than thirty days late and following a formal notice that has remained without effect for fifteen days, Pikali may suspend performance of the services in progress, including hosting and maintenance. Such suspension is preceded by written notice to the Customer stating the date on which it will take effect. It gives rise to no compensation. The Customer's data is retained during the suspension in accordance with article 15.

B. Services

Website creation and redesign, bespoke development, hosting and maintenance.

7. Performance and Pikali's undertakings

Pikali is bound by an enhanced obligation of means: it applies the skill and care required by the state of the art to deliver the services in accordance with the quotation. It remains free to choose its methods, tools and technologies, provided the outcome matches what was described.

Pikali may use subcontractors or technical providers (host, registrar, payment provider); it remains responsible towards the Customer for their involvement.

The Customer has a single point of contact and an online area in which to follow progress, review deliverables and submit feedback.

8. Customer's obligations

The success of the project depends on the Customer's active cooperation. The Customer undertakes to:

• provide in good time the necessary content (copy, images, logo, legal documents, product catalogue) in usable formats;
• supply the required technical access (hosting, domain name, existing website, third-party accounts) where the services require it;
• appoint a single decision-making contact and respond to approval requests within a reasonable time, and no later than ten working days;
• warrant that it holds the rights to the materials it supplies (copy, photographs, fonts, trade marks) and that they infringe no third-party rights. The Customer indemnifies Pikali against any claim in this respect.

The Customer remains responsible for the editorial content of its website, for compliance with the regulations applicable to its business, and for its own personal-data obligations towards its own customers.

9. Lead times

Lead times stated in the quotation are indicative and run from the point at which three conditions are met: acceptance of the quotation, receipt of the deposit, and receipt of all materials expected from the Customer.

Any delay attributable to the Customer — missing materials, late approval, change request — postpones the schedule accordingly, without liability for Pikali. Where the postponement exceeds three months, Pikali may revise its price or close the project, invoicing the work carried out.

10. Approval and delivery

Deliverables are submitted to the Customer for approval. The Customer has ten working days from the notice of availability — sent by email and visible in the customer area — to submit specific written comments from that area. Failing any comment within that period, the deliverable is deemed accepted.

Unless the quotation states otherwise, a creation or redesign engagement includes two rounds of adjustments to the designs and one round of corrections after acceptance testing. Requests beyond that fall under article 12.

Go-live constitutes delivery. It is conditional on payment of the balance in full or, for payment in instalments (article 5), on payment of the instalments already due. For thirty days after go-live, Pikali corrects free of charge any failure to conform to the quotation. Excluded from this warranty are requested enhancements, failures of third-party services, and the consequences of any action by the Customer or a third party on the website.

11. Hosting, maintenance and subscriptions

Recurring services subscribed to in the quotation (hosting, backups, security updates, monitoring, included support hours) are provided for a term of one month, tacitly renewed, or for twelve months where the Customer has opted for annual payment.

The calendar month of go-live is free of charge: invoicing starts on the first day of the following month, which is also the start of any commitment period. Annual payment is made in advance, in a single payment, at the start of each twelve-month period; it carries a one-month discount (twelve months for the price of eleven), which is not granted for monthly payment. The annual period is tacitly renewed for twelve months unless the Customer requests otherwise before its end.

Either party may terminate at any time by simple written request, with effect at the end of the current period; no notice period is required. Amounts relating to a period already started remain due and are not refunded pro rata.

Included support hours are not carried over from one period to the next. Backups are retained for the period stated in the quotation. Pikali endeavours to provide the best possible availability but gives no quantified availability commitment, save under a separate service agreement.

Recurring prices may be revised once a year on two months' notice; a Customer who refuses the revision may terminate free of charge before it takes effect.

12. Changes to scope

Any request beyond the scope described in the quotation — additional page, unplanned feature, redesign after approval, rework of content supplied late — is subject to a supplementary quotation submitted to the Customer before any work is carried out. No out-of-scope work is undertaken without written agreement.

13. Warranties, results and liability

Pikali warrants that the services conform to the quotation and are performed in a workmanlike manner.

13.1 — No guarantee of commercial results

Pikali applies the good practices described in the quotation, in particular as regards search engine optimisation (page structure, titles and meta descriptions, content, performance, sitemap, structured data). These are obligations of means, the outcome of which depends on external factors beyond Pikali's control: search engine algorithms and their changes, competition, brand awareness, seasonality, advertising budget, content published by the Customer and the life of its market.

Accordingly, Pikali gives no guarantee as to search engine ranking, traffic volume, sales volume, conversion rate or any commercial result whatsoever. Any estimate, projection or illustrative figure that may be communicated is provided for information only and does not constitute a contractual commitment.

13.2 — Limitation of liability

Pikali may only be held liable where fault is proven, and for direct loss suffered by the Customer. Indirect loss is excluded, in particular loss of business, turnover, customers, data or reputation.

Save in the case of gross negligence or wilful misconduct, and to the extent permitted by law, Pikali's total liability in respect of a project may not exceed the amount excluding tax actually paid by the Customer for that project in the twelve months preceding the triggering event.

Pikali is not liable for malfunctions attributable to a third-party service (host, payment provider, email service, external platform), to any action by the Customer or a third party on the delivered website, to a failure to update where the Customer has taken no maintenance, or for content published by the Customer.

14. Force majeure

Neither party is liable for a failure caused by an event of force majeure within the meaning of article 1218 of the French Civil Code. This includes, without limitation, natural disasters, fire, major and prolonged failures of telecommunications or electricity networks, large-scale cyberattacks, and the total failure of a hosting provider. Performance is suspended for the duration of the event; if it exceeds two months, either party may terminate in writing, without compensation, with the work already carried out remaining payable.

15. Exit assistance and end of contract

On termination of the contract, for whatever reason, and subject to payment in full of all sums due, Pikali provides the Customer, on written request made within thirty days, with a complete backup of the website (files and database) in the standard format available at Pikali on the date of the request, together with the items required to transfer any domain name held by the Customer. Any specific export format, conversion, or assistance with handover to a third party is subject to a separate quotation.

After ninety days from the end of the contract, Pikali is no longer required to retain the hosted data and may delete it permanently.

16. Intellectual property in the services

16.1 — What belongs to the Customer

The Customer's content, data, files, domain name and trade marks remain its exclusive property; Pikali acquires no rights over them and never reuses them for a third party.

From payment in full, the Customer holds over the delivered website or application a permanent, worldwide, unlimited-term and non-exclusive right of exploitation, for the purposes of its business. That right covers in particular use, hosting with the provider of its choice, modification, adaptation and further development of the website, by itself or by any provider of its choice, as well as its transfer in the event of a sale of its business or its company. The Customer requires no authorisation from Pikali for any of this.

16.2 — What Pikali retains

Pikali retains ownership solely of the generic, reusable components it has developed — modules, libraries, templates, technical building blocks — whether they pre-date the engagement or are designed during it, and remains free to reuse them for other customers. Such reuse may never include the Customer's content, data, visual identity or business-specific elements.

Where a development funded by the Customer is reused in this way, the Customer receives in return, at no extra cost, the subsequent improvements to that component.

16.3 — Before payment in full

Until payment in full, Pikali retains ownership of the deliverables and use of the website is a revocable indulgence only.

17. Right of reference

Unless the Customer objects, Pikali is authorised to mention the Customer's name or company name, to describe the nature of the work delivered and to show visuals of it (screenshots, designs, a link to the live website), as a commercial reference, on its own media: the pikali.fr website, its portfolio, its sales presentations and its professional social media.

This authorisation does not cover:

• use of the Customer's logo or trade marks, which is subject to a separate agreement;
• publication of the Customer's figures or confidential data (turnover, sales volumes, traffic statistics, the content of a diagnostic report), which requires prior written consent.

The Customer may object, or request removal of a published reference, at any time, without justification and free of charge, by written request to contact@pikali.fr. Removal is carried out within 30 days.

18. Confidentiality

Each party undertakes to keep confidential the non-public information it learns in connection with the contract — in particular, for Pikali, the Customer's commercial data and the content of the diagnostic report, and for the Customer, Pikali's methods and tools. This undertaking survives for three years after the end of the contract. It does not restrict the right of reference in article 17.

19. Personal data

For the management of the commercial relationship, Pikali processes the Customer's identification and contact data as a controller, on the basis of performance of the contract. Such data is retained for the duration of the relationship and thereafter for the statutory limitation and accounting retention periods. The Customer has rights of access, rectification, erasure, restriction, objection and portability, exercisable at contact@pikali.fr, and the right to lodge a complaint with the French data protection authority (CNIL).

Where the services lead Pikali to process personal data on the Customer's behalf (hosting, maintenance, migration of a customer database), Pikali acts as a processor within the meaning of article 28 GDPR: it acts only on the Customer's documented instructions, implements appropriate security measures, imposes the same obligations on its own sub-processors, assists the Customer with its obligations, and deletes or returns the data at the end of the contract in accordance with article 15. Processing takes place within the European Union.

These obligations are set out in a dedicated document, the GDPR data processing agreement, which describes the processing carried out, the security measures and the authorised sub-processors. The Customer signs it online from its customer area before any work is done on its data.

20. Right of withdrawal

As the contract is concluded between businesses for the purposes of the Customer's trade, the right of withdrawal under the French Consumer Code does not, in principle, apply.

By way of exception, under article L.221-3 of the French Consumer Code, a Customer employing five employees or fewer that subscribes, at a distance or off-premises, to services falling outside the scope of its main business activity has fourteen days to withdraw, without reason or penalty, by any unambiguous statement sent to contact@pikali.fr.

In that case, a Customer that requested immediate performance (article 4.1) and subsequently withdraws remains liable for the amount corresponding to the services actually provided up to the point its decision is communicated, in accordance with article L.221-25 of the same code.

21. Termination

In the event of a serious breach by either party of its obligations, the other may terminate the contract as of right thirty days after a formal notice that has remained without effect, without prejudice to damages. Persistent non-payment and a prolonged lack of cooperation making it impossible to continue the project each constitute a serious breach by the Customer.

On termination, the services performed up to the effective date remain payable and are invoiced in proportion to progress; the deposit paid is retained by Pikali where the termination is not attributable to it.

22. Non-solicitation of staff and subcontractors

The Customer undertakes not to hire or engage, directly or indirectly, any employee, staff member or subcontractor of Pikali who has been introduced to it or with whom it has been put in contact in connection with the contract, for the duration of the contract and for twelve months after its termination, for whatever reason.

This undertaking covers both employment and the provision of services, whether directly or through an intermediary. It does not prevent an unsolicited application in response to a public vacancy advertised by the Customer, nor any collaboration expressly authorised in writing by Pikali.

In the event of a breach, the Customer shall pay Pikali, as liquidated damages, a sum equal to twelve months of the remuneration of the person concerned, calculated as follows:

• where that person is an employee of Pikali: twelve times their average gross monthly remuneration over the twelve months preceding their departure, or over their period of service if shorter;
• where that person is a subcontractor or independent provider: twelve times the monthly average of the fees they invoiced to Pikali over the same period.

This sum is payable per person concerned, on simple written demand and without any need to establish loss. Pikali retains the right to claim compensation for greater loss on supporting evidence, as well as the cessation of the breach.

C. Digital products and final provisions

Modules, licences, subscriptions and credits sold on the pikali.fr store.

23. Digital products: description and licence

The products offered on the pikali.fr store are digital goods (modules for e-commerce platforms, software licences) delivered as downloadable files. The essential characteristics, compatibilities and applicable licence of each product are described on its product page.

Purchase grants a right of use in accordance with the licence stated on the product page, with no time limit. One licence covers one store (1 licence = 1 store) on one platform: a store run on PrestaShop and another on WooCommerce require two licences. It covers the use of the product in the store, the updates and the support. Where a product's code is released under a free licence (GPL, AFL…), stated on its product page, the rights that licence grants on the code are not restricted by these Terms; the elements outside it (brand, documentation, visuals, associated services) may be neither resold nor redistributed.

Updates and support are included for twelve months from the purchase. After that period, the Customer may take out, without obligation, an annual “Entretien” (care) option equal to 20% of the licence price, which extends access to updates and support by one year, with no catch-up for elapsed periods. The absence of this option never interrupts the operation of the product: the Customer keeps the last version obtained.

A digital product offered free of charge is supplied under the same licence terms, without payment or invoice; its updates are announced in the same way.

24. Digital products: ordering, payment and delivery

Ordering requires the creation of a business account; the Customer warrants the accuracy of the information provided. Validation of the order implies acceptance of these Terms.

Payment is made online, securely, through the payment provider SumUp (bank card, Apple Pay, Google Pay). The order is final once payment is confirmed. Subscription instalments (article 27) are charged to the bank card the Customer saves with SumUp or, at the Customer's choice, collected by SEPA direct debit under the mandate signed with GoCardless; bank details never pass through Pikali.

Prices are stated exclusive of VAT. The applicable VAT depends on the country where the Customer is established: French VAT at 20% for a Customer established in France; for a Customer established in another European Union member state whose EU VAT number is validated by the European Commission's VIES service, invoicing exclusive of VAT, with VAT to be accounted for by the Customer under the reverse charge (Article 196 of Directive 2006/112/EC); for a Customer established outside the European Union, VAT not applicable (Article 259-1 of the French General Tax Code). The treatment applied is shown before payment and on the invoice.

Products are made available for download in the customer area as soon as payment is confirmed, with an invoice accessible from that same area (a free product is made available as soon as it is ordered, without an invoice). Support and update arrangements are those of article 23, recalled on each product page; Pikali keeps its products compliant within the limits of the supported versions.

25. Digital products: withdrawal

In accordance with article L.221-28 of the French Consumer Code, for digital content supplied on an intangible medium whose performance has begun with the Customer's express agreement, the right of withdrawal may not be exercised. The Customer acknowledges being informed of this waiver at the time of download.

Pikali warrants that its products conform to their description. It cannot be held liable for damage resulting from improper installation, undocumented incompatibility, or modification of the product by the Customer.

26. Language, governing law and disputes

These Terms are drafted in French. Only the French version has contractual force; any translation, including this English one, is provided for information purposes and the French version prevails in the event of any discrepancy.

They are governed by French law, including where the Customer is established outside France. The parties shall endeavour to resolve any dispute amicably; failing agreement within thirty days of a written claim, any dispute falls within the exclusive jurisdiction of the courts of Saverne, France, including where there are several defendants or a third-party claim.

If any provision of these Terms is held void or unenforceable, the remaining provisions remain in force.

27. Digital products: subscriptions

Some digital products (online applications, modules relying on a service) are offered by subscription, whose content (monthly included quantities, per-unit overage price) is described on the product page. The subscription is monthly, without commitment, or yearly: the yearly plan corresponds to eleven monthly payments paid in advance for twelve months of service. Prices are stated exclusive of VAT, with the amount including VAT shown alongside; VAT follows article 24.

Included quantities apply per calendar month and do not carry over. Units used beyond them are billed per unit at the end of the month, at the price shown on the product page, according to the counter transmitted by the product's service; the Customer can see this counter in the customer area.

Each period (and, where applicable, each overage statement) gives rise to a payment on the chosen payment method (article 24) and to an invoice made available in the customer area. If a payment is declined, the Customer is informed by e-mail and new attempts are made automatically; after three refusals the subscription is suspended and can be reactivated by updating the payment method. The service stays open until the end of the period already paid.

The Customer may cancel online, at any time, from the customer area; cancellation takes effect at the end of the current period (the month, or the year on the yearly plan), without refund of the period begun.

28. Digital products: credits

Some products work with credits, one credit corresponding to a named action on the product page (for instance one verification, one product page). Credits are bought in packs, whose quantities and prices (exclusive of VAT, with the amount including VAT shown alongside) appear on the product page; buying a pack requires no subscription, unless the product page states otherwise.

The credits of a pack are valid for twelve months from the purchase and are used in purchase order, oldest first; credits not used at expiry are lost and are neither refunded nor carried over. Credits included in a subscription (article 27) are used before purchased credits and do not carry over. Credits are attached to the Customer's account, who may use them on their shops with the key provided in the customer area; they are neither transferable nor refundable, unless the law provides otherwise.

The balance, the history of movements and the invoices can be consulted in the customer area. An action started but not completed because of the service does not consume a credit.

29. Digital products: Entretien (care plan)

At the end of the twelve months of updates and support included in a licence (article 23), the Customer may, without obligation, take out a “12-month Entretien” (care plan) at 20% of the licence price in force on the day of purchase (exclusive of VAT, with the amount including VAT shown alongside), from the customer area or the product page. It extends access to new versions and to support by twelve months, from the end of the current period or, if it has already ended, from the day of payment: there is no catch-up for elapsed periods.

The end date of updates is shown in the customer area for each licence. The absence of a care plan never interrupts the operation of the product: the Customer keeps and may download again the last version released during the covered period; only versions released after that date are no longer delivered.