The legal commitments when using our agency services and this website
Last Updated: 01 June, 2022
We know how hard it can be to read legal terms, wondering if there is a catch somewhere, so we wrote this TL;DR for you.
It doesn't have any legal value, but it can help you understand all the legal gibberish .
We do our best to satisfy your needs, and we revise as much as you want, but we can't deliver the impossible and have only an obligation of means. In the same spirit, bugs can happen even if we do our best to avoid them.
We do our best to keep you updated every few days on how much progress we made on your tasks, and we give you estimates, but there is no guarantee they will come true.
We do not write code for you to break law, but to help you with product needs. We deliver the code, but we're not responsible for whatever you do with it.
1. RECITALS
2. DEFINITIONS
3. PURPOSE
4. ACCEPTANCE AND MODIFICATION OF THE T&CsS
4.1 Acceptance of the T&CsS
4.2 Modification of the T&CsS
5. DESCRIPTION OF THE SERVICES
6. PROVISION OF THE SERVICES
6.1 BEPO’s Performance of the Service
6.2 Project Management
7. TERM OF THE SUBSCRIPTION AND TERMINATION
7.1 Term of the subscription
7.2 Termination of the subscription
8. SUBSCRIPTION PROCEDURE
8.1 Choice of subscription
8.2 Trial offer
9. PRICE AND PAYMENT TERMS
9.1 Price
9.2 Invoicing and payment terms
10. OBLIGATION TO COOPERATE
11. PARTIES’ OBLIGATIONS
11.1 Customer’s Obligations
11.1.1 Project ownership
11.1.2 Resources
11.1.3 Processing BEPO’s requests
11.1.4 Security
11.1.5 Payment of the price
11.2 BEPO’s obligations
11.2.1 Obligation as to the means used
11.2.2 Guarantees and performance of the Service
12. RIGHT OF WITHDRAWAL
13. CONFIDENTIALITY
14. INTELLECTUAL PROPERTY
14.1 Assignment of intellectual property rights by BEPO
14.2 Items provided by the Customer
15. GUARANTEE EXCLUSIONS FOR SERVICES
16. LIABILITIES
16.1 Customer’s Liability
16.2 BEPO’s Liability
17. PERSONAL DATA
18. GENERAL PROVISIONS
18.1 Proof of transaction
18.2 Non-exclusivity
18.3 Relationship between the parties
18.4 Severability
18.5 Non-waiver
18.6 Entire agreement
18.7 Applicable Law and Jurisdiction
BEPO, a simplified joint stock company with sole shareholder [société par actions simplifiée à associé unique], with registered office at 2 rue du Vieux Pont, 19130 Saint-Solve, represented by Mr Axel VAINDAL, registered with the Brive Trade and Companies Register under no. 908 738 628 (hereinafter referred to as “BEPO”) provides the public with online computer services and, specifically, subscription-based website and software development services (hereinafter, “the Services”). The services are available at the URL TO BE COMPLETED (hereinafter, the “Website”).
The purpose of these general terms and conditions of services (hereinafter, the “T&CsS”) is to inform registered and prospective customers about the terms and conditions of the services offered by BEPO, and to set out the contractual provisions applicable between BEPO on the one hand and the users on the other hand, as part of the subscription by a Customer to the services offered by BEPO.
For the purposes of these T&CsS, the parties agree that the following terms shall have the meanings set out below:
“Development”
Means a computer program, in source code and object code, corresponding to a Functionality requested by the Customer.
“Intellectual Property Rights”
Means all royalties and copyright, inventions, patents and patent applications, trademarks and trademark applications, designs and models, semiconductor topographies, databases, domain names, know-how, company and trade names, trade secrets and confidential information, whether registered or unregistered over any creations, or any equivalent form of protection in force throughout the world.
“Functionality”
Means the translation by BEPO of the need expressed by the Customer and requiring Development.
“Project Management”
Means the project management services via an asynchronous mode of communication as described in Article 6.2 of the T&CsS.
“Engineering”
Means the IT development services.
“Service”
Means the activities, including Engineering and Project Management, the performance of which is entrusted by the Customer to BEPO under the terms set out in the T&CsS.
The purpose of these T&CsS is to govern the Service provided by BEPO in the form of a subscription without obligation.
Any person who subscribes to the Service available on the Website agrees to comply with and be bound by the provisions of these T&CsS.
The Customer’s subscription to the Services implies full and unconditional acceptance of these T&CsS, which the Customer explicitly acknowledges having read prior to confirming its subscription.
Such acceptance takes place when the Customer ticks the box provided for this purpose, which is a compulsory step prior to subscribing to the Services, and therefore to the execution of this agreement. This box indicates: “I have read and accept BEPO’s General Terms and Conditions.”
Confirmation of its subscription implies acceptance by the Customer of the T&CsS in force on the day of the order, the retention and reproduction of which are ensured by BEPO in accordance with article 1127-1 of the French Civil Code.
Acceptance of the T&CsS implies that the Customer has the necessary legal capacity, or failing that, that it has been authorised to do so by a guardian or a limited guardian known as a “curateur” if the Customer is incapacitated, or by its legal representative if the Customer is a minor.
The T&CsS are accessible at all times on the Website and shall prevail, if necessary, over any other version or any other contradictory document. They are sent by email to the Customer when the order is confirmed, and can also be provided to the Customer by email on request, made by email to the following address TO BE COMPLETED.
BEPO reserves the right to modify, correct and supplement these T&CsS at any time. They shall apply to all new subscriptions as soon as they are published online.
The Services offered by BEPO correspond to Engineering services, excluding any maintenance and technical support services.
BEPO offers three different types of subscriptions:
Therefore, these T&CsS apply to the Customer’s registration for a Website or Webapp subscription.
The Services may relate to the creation of a website or software, or to Developments relating to an existing website or software.
The Service is only accessible to the Customer following subscription and payment of the fixed monthly or annual fee.
The Engineering works correspond to the development works of the Developments corresponding to the Functionalities (according to the subscription taken out by the Customer).
The time allocated by BEPO to the Customer’s project shall depend on the subscription taken out by the Customer, the details of which are indicated on the Website. BEPO’s monthly work schedule is at BEPO’s sole discretion.
The Project Management is carried out exclusively asynchronously, and the parties shall communicate using the Discord (for communication) and Notion (collaborative shared space) communication tools, or any other tool chosen by BEPO and notified to the Customer. The parties may only rely upon the communications made via these tools.
In the event that one or more of these tools are unavailable, the parties shall communicate by email.
The Developments will be submitted to the Customer via the pre-production platform to carry out any necessary tests, and each party’s remarks and questions will be communicated to the other via the abovementioned tools.
The Customer will have access to a dedicated space for its project on Discord, to a Notion document with all the information necessary to monitor the project, and to the technical and product documentation relating to the Customer’s project.
The Services provided as part of any of the subscriptions offered by BEPO do not include any maintenance or technical support. However, the Customer may subscribe to it directly with BEPO, subject to entering into a dedicated contract and to additional invoicing.
The Service Provider may use any subcontractors of its choice to perform the Service, without the Customer’s consent being necessary, but without this resulting in additional invoicing.
The Customer may take out a subscription, without commitment, for a period of one (1) month or one (1) year, at the Customer’s choice, from the date of subscription, automatically renewable for successive periods of one (1) month or one (1) year, unless one of the parties gives notice of termination provided that the necessary steps are taken on its STRIPE space, prior to the next renewal date. Termination shall take effect at the end of the one-month period from the last payment made by the Customer.
The Customer may suspend the subscription by directly notifying the STRIPE payment provider of its request. The subscription shall then be suspended from the date of notification until it is reactivated by the same means.
In the event of termination, for any reason whatsoever, except in the event of serious misconduct or negligence by BEPO, no reimbursement of sums previously paid may be requested by the Customer and the Service performed shall be payable in full.
Termination of the Customer’s subscription terminates BEPO’s availability obligation but the Customer shall continue to have access to the Project Management tools referred to in Article 6.2 below. The Customer will retain access to these tools and the information they contain for three (3) months. Upon expiry of this period, access to these tools and the information they contain will be permanently eliminated.
If it so wishes, the Customer may request a copy of all information available on these tools, or request to have this information deleted by TO BE COMPLETED. All information concerning the Customer and its project, except for the proof of its acceptance of the T&CsS and all accounting items relating to the Customer’s registration for a subscription, shall then be deleted by BEPO.
When registering for a subscription, the Customer shall choose one of the subscriptions offered on the Website.
The Customer may change subscription during the subscription period. No refund shall be made in the event of a change of subscription during the subscription period, and an additional charge may be applied in case of a change from the Website subscription to the Webapp subscription.
The Customer has the opportunity to test the BEPO Services as part of a one (1) week trial offer. Therefore, the Customer may test BEPO’s working methods before taking out a monthly subscription.
The trial offer is entered into without obligation and the Service is provided under the same terms as those set out in herein in relation to subscriptions.
The Customer shall be invoiced a fixed monthly or annual fee for each subscription, the amount of which is specified on the Website.
BEPO uses the services of the Stripe payment provider to ensure that Customers’ subscription payments are completely secure. The Customer agrees to provide the information required to verify its identity and to process the payment it intends to make. This information is collected and processed by Stripe and not by BEPO.
The bank card entered by the Customer on Stripe shall be debited each month or each year on the anniversary of its subscription date, and Stripe shall send an invoice directly to the Customer, by email, for each payment.
Payment is deemed to have been made on the day the funds are received on BEPO’s bank account.
If the Customer suspends the subscription in accordance with Article 7.1 above, the monthly fee shall be prorated on a daily basis, and the balance corresponding to the period between the date of suspension and the end of the one-month period paid by the Customer shall be carried over to such time as the Customer’s subscription is reactivated. No refunds will be made by BEPO.
The parties undertake to work closely together to ensure the success of the project, as well as to keep each other informed and to spontaneously notify any events, information, documents or methods to each other that may be useful for the proper performance of the Service.
All IT projects may encounter difficulties that have not been identified upon execution of the agreement. Each party undertakes to be completely transparent with the other with regard to any technical, financial, human, organisational or logistical difficulties it may encounter.
Therefore, each party shall inform the other of any difficulty that it may encounter that is likely to disrupt the proper performance of the Service, as soon as possible after becoming aware of such difficulty. In such an event, the parties shall seek in good faith to find a solution that overcomes this difficulty in a way that respects the contractual equilibrium or to share the related risks fairly.
The parties undertake to make available qualified, competent and responsive teams as consistently as possible. The Customer shall allocate the appropriate resources and information to the performance of the Services and shall take all measures necessary for the proper performance of the Service and, more generally, of the agreement.
The Customer acknowledges that its organisation and methods are compatible with the proper performance of the agreement. Without prejudice to the obligations on the part of the Service Provider under the terms of this agreement, the Customer agrees that the success of this project also depends on factors that are independent of BEPO, such as the Customer’s organisation, its working methods and the qualifications of its staff. Where necessary, the Customer shall adapt its organisation and working methods to enable and ensure the proper performance of the Service.
The Customer acknowledges that any delay in processing requests made by BEPO has a direct impact on the BEPO team, its organisation and the progress of the overall project and is likely to disrupt BEPO’s work schedule. BEPO cannot be held responsible for such a delay if it is caused by the Customer.
11.1.1.Project ownership
The Customer is the project owner. In this respect, the Customer undertakes to provide the Service Provider, in a timely manner, with all the information and deliverables necessary for the proper performance of the project and the progress of the Developments within the agreed time limits, and to facilitate the Service Provider’s work as much as possible.
The Customer shall also ensure that the decisions taken during asynchronous meetings are implemented and shall attend all meetings required for project, in order to drive the Service forward and find solutions to obstacles.
Finally, it is the Customer’s responsibility, who so agrees, to carry out the tests necessary for the approval of the Developments as and when such Developments are delivered, and to report any anomalies or difficulties encountered without delay. Dealing with these anomalies or difficulties will be deemed to represent new Developments.
11.1.2.Resources
The Customer shall provide the Service Provider with all the resources necessary for the proper performance of the Service, or that the Service Provider deems necessary for the proper performance of the Service.
11.1.3.Processing BEPO’s requests
BEPO and the Customer shall communicate with each other in accordance with the provisions of Article 6.2.
In order not to slow down BEPO’s pace, the Customer shall deal with all requests made by BEPO, specifically requests for the removal of obstacles, within a period of TO BE COMPLETED from the date of their receipt, whatever the nature of the obstacle, unless BEPO requests a shorter period, in view of the degree of urgency of its request.
In the event of particular difficulty, a synchronous communication may be requested by the Service Provider or by the Customer.
11.1.4.Security
The Customer shall take all necessary precautions, specifically by making regular back-ups, to avoid loss, destruction, alteration or errors in its data, files and programs.
Furthermore, the Customer undertakes to inform BEPO of the security measures required for the processing of its data and files by the Developments and to ensure the operation of the Developments in its IT environment.
11.1.5.Payment of the price
As consideration for the Service, the Customer shall pay the agreed price and make the payments in accordance with the terms of Article 9 above.
Irrespective of the type of subscription taken out by the Customer, BEPO shall make itself available to the Customer to the extent of the subscription taken out. This availability shall be for the purpose of developing the Functionalities corresponding to the Customer’s requirements.
11.2.1.Obligation as to the means used
Given the contingencies inherent in any IT project, the Customer understands and expressly accepts that BEPO is bound by an obligation as to the means used. In this respect, it will implement all the means necessary for the proper performance of the Service, in accordance with the norms and professional standards in force, taking into account the technological developments available to a reasonably diligent professional and in compliance with the spirit and methodology adopted as part of the Services.
Furthermore, BEPO may refuse certain Customer requests if they cannot be carried out, are likely to cause damage or are illegal.
11.2.2.Guarantees and performance of the Service
As part of the legal guarantees that goods or services are delivered in compliance with contractually agreed terms and free from hidden defects, BEPO guarantees that the Developments will be produced and delivered in accordance with the requirements expressed by the Customer, as translated by BEPO into Functionalities.
The Customer is free to accept these T&CsS. By ticking the box provided for this purpose, the Customer agrees to be bound by these T&CsS, which constitute an agreement with BEPO for the provision of services.
The Customer expressly agrees that the Services shall commence upon acceptance of the T&CsS and payment of the monthly fee, and therefore before the expiry of the 14-day cancellation period. Therefore, the Customer expressly waives its right of withdrawal in accordance with Article L.221-28 1° of the French Consumer Code.
The information exchanged by the parties pursuant to these T&CsS is confidential, unless it is notified in such a way that it may be disclosed by the receiving party.
The obligations under this Article apply both in the case of voluntary disclosure and in the case of negligence, or involuntary disclosure of any kind.
The parties agree that the following information shall be considered as confidential information (hereinafter referred to as “Confidential Information”), regardless of the form and/or medium used:
The parties shall only use Confidential Information, directly or indirectly, in whole or in part, for whatever purpose, for the instances for which such Confidential Information is disclosed.
However, the parties may be required to disclose Confidential Information when required to do so by law or by an authority (a court or a public administration). In such an event, the party shall give prior notice to the other party to enable it to pursue any legal remedy with a view to obtain a protective measure.
This confidentiality obligation does not apply to the parties where:
Upon termination of the agreement, and in accordance with the wishes expressed by the other party in writing, the parties shall either destroy all Confidential Information relating to the completed or terminated Service which has come to its knowledge during the performance of the contract, or to hand it over to the other party.
The obligation of confidentiality shall survive for a period of three (3) years from the effective date of complete termination of the agreement.
BEPO shall assign to the Customer all its Intellectual Property Rights over the Developments, throughout the world for the statutory term of their protection.
This concession includes the right of reproduction, the right of communication to the public, the right of modification, the right of adaptation, the right of translation, the right of distribution, of sale, of rental, and more generally, the right of exploitation by all means, all processes, on all supports, by all media and communication networks, known or unknown to this day, free of charge or for payment, and for all purposes. The consideration for this assignment is included in the price paid to BEPO.
This concession will take effect after full payment of the price of the Service. However, in the event of early termination of the contract, for whatever reason it may be and except in the event of termination for breach on the part of the Customer, the assignment shall take place on the date of termination in respect of the Developments completed by that date.
Items belonging to the Customer that have been integrated into the Developments (specifically, any source code developed or adapted by the Customer, as well as any other independent contribution made by the Customer such as texts, audiovisual items, brands, etc.) (hereinafter, the “Items”) are the exclusive property of the Customer.
If the Customer provides BEPO with Items to be integrated into the Developments, it warrants that it holds all the Intellectual Property Rights to these Items.
The Customer authorises BEPO to use the Items solely for the purposes of carrying out the Service and Developments for the term of the agreement, to the exclusion of any other use.
In the event that a third party takes legal action against BEPO for infringement of its rights (including, without limitation, for infringement [of patents, registered designs, registered trademarks or copyright], for unfair competition or parasitic competition) as a result of the use of the Items as part of the Service, the Customer shall bear all the defence and procedural costs incurred by BEPO (whether in relation to amicable or court proceedings), as well as any damages and costs that BEPO may be ordered to pay to the said third party. However, BEPO will be free to conduct its own defence and to choose its legal advisers.
The Customer shall be responsible for the choices over the content of the Service and the Developments, once it has approved them, and for the manner in which it uses the Developments (and in particular for the compliance of the Developments with the regulations that apply to the Customer). The Customer cannot hold BEPO liable in this respect.
Any intervention by BEPO in respect of malfunctions excluded from the guarantee may be invoiced by BEPO in addition.
BEPO excludes all other guarantees relating to the Developments arising from legislation or case law.
The Customer acknowledges that the performance of the Developments depends on its ability to use them correctly. In this respect, BEPO does not guarantee that the Developments will satisfy all the Customer’s needs, particularly in terms of performance and profitability, nor that their operation will be continuous and error-free, given their high technological level and the diversity of the software and hardware components of the computer systems on which they are likely to be used and with which they are likely to interact.
The Customer acknowledges that the Developments may contain so-called “free” or “open source” modules or libraries, the licences of which may contain outright exclusions of all guarantees. In this case, the Customer agrees that the Service Provider cannot provide the Customer with any more guarantees than it has itself from the licences of such modules or libraries. The Service Provider therefore excludes any guarantee relating to “free” or “open source” models or libraries whose licences contain a guarantee exclusion.
The Customer may find out the extent of the guarantees associated with “free” or “open source” modules or libraries by referring to the licences relating to such modules or libraries.
The Customer shall be responsible for the choices over the content of the Service and the Developments, once it has approved them, and for the manner in which it uses the Developments (and in particular for the compliance of the Developments with the regulations that apply to the Customer). The Customer cannot hold BEPO liable in this respect.
The Customer is fully responsible for the use of the Developments insofar as they function normally and for the processing of its data by them. The Customer is solely liable for the precision, accuracy, and completeness of the data that it will have processed by the Developments. The Customer is liable for verifying that the results of such processing are correct.
The Customer shall be solely liable for any damage it causes to itself or to a third party in connection with the use of the Developments and the result of the processing of its data by them. The Customer releases BEPO from any liability for any damage that the Customer causes to itself or to a third party on this occasion.
The Customer shall indemnify BEPO against any civil liability action by a third party on the grounds that it has suffered damage as a result of the Customer’s use of the Developments or the result of the processing of the Customer’s data by the Developments.
BEPO may only be held liable for the breach of its obligations as provided for in these T&CsS, except for damage caused to the Customer or to a third party by a malfunction of a Development that is not due to such a breach by BEPO. In view of the close cooperation of the parties in the performance of the contract, BEPO’s liability is subject to the prior demonstration by the Customer of the perfect performance of its own obligations.
Furthermore, if at any stage in the performance of the Service the Customer refuses to take into account BEPO’s recommendations or warnings, the latter will be released from its liability in proportion to the consequences resulting from the failure to take into account such recommendations or warnings.
BEPO may only be held liable for direct damage suffered by the Customer, except for damage that does not have that certain character required to give rise to entitlement to compensation, such as the loss or alteration of files or data, loss of markets, loss of customers, loss of turnover or profits, loss of earnings and increases in costs or expenses.
BEPO cannot be held liable for any damage suffered by the Customer during the performance of the agreement when this damage is caused by the negligence, error, contractual breach or breach of duty of care by the Customer, by the act of a third party, by a natural disaster, such as storm, fire, or flood, or by a case of force majeure as defined herein or by any events beyond the reasonable control of BEPO.
BEPO cannot be held liable for the use made of the software coded on behalf of the Customer, nor in general for the consequences of their use.
In any event, except for personal injury, BEPO’s liability, including under a guarantee relating to the Developments or to BEPO’s intellectual property rights, will be limited to the amount actually paid by the Customer for the Service, prior to the date on which the damage occurred.
Each of the parties shall comply with the applicable legislation on the protection of personal data - the French Data Protection Act (loi Informatique et Libertés) no. 78-17 of 6 January 1978 in its current version, the General Data Protection Regulation of 27 April 2016 (“GDPR “) or any regulatory provision that supplements or replaces them.
If personal data is processed as part of the performance of the Service, it is expressly agreed between the parties that BEPO acts as a data processor of the Customer, and that the Customer acts as a data controller within the meaning of the GDPR.
This personal data may be processed in the event of corrections in production involving intervention on the Customer’s database containing the Customer’s customers’ personal data.
The Customer, as data controller, is responsible for:
The Customer shall:
BEPO shall:
The Customer is responsible for providing the information to the data subjects at the time of collection of the data. To the extent possible, BEPO assist help the Customer in meeting its obligation to respond to requests to exercise the rights of data subjects.
BEPO will inform the Customer of the name and contact details of its data protection officer, if it has appointed one.
The computerised registers, kept in BEPO’s computer systems under reasonable security conditions, shall be treated as proof of the communications between the parties, of the Customer’s activities on its Personal Space and of the payments made between the parties. Any purchase orders and invoices shall be stored on a reliable and durable medium that can be produced for the purpose of proof.
These T&CsS do not grant any exclusivity to the parties with respect to the provision of the Service. The parties retain the right to contract with another party to provide the same or similar services to those in this contract.
The parties declare that the agreement can under no circumstances be considered as establishing a corporate body or legal entity of any kind, and that any form of “affectio societatis” is formally excluded from their relationship.
If any provisions of these general terms and conditions are held to be invalid or declared as such pursuant to a statute, a regulation or by the final decision of a competent court, the remaining provisions will continue in full force and scope.
The fact that either one of the parties does not rely on a breach by the other party of any of the obligations referred to in these general terms and conditions shall not be construed in the future as a waiver of the obligation in question.
The contract represents the entire agreement between the parties with respect to the subject matter hereof. It cancels and replaces, as of their effective date, all oral or written agreements that may have been concluded previously between the parties on this subject and may only be modified by a new agreement or a supplemental agreement concluded in writing and signed jointly by the parties.
These T&CsS are drafted in French and governed by French law.
In the event of dispute concerning the formation, validity, interpretation, performance, non-performance or termination of these T&CsS, the parties shall endeavour to resolve their dispute amicably.
If an amicable solution cannot be reached, the dispute shall be referred to the Commercial Court of the city where BEPO has its head office, whose jurisdiction is expressly acknowledged.
Terms and Conditions of https://www.bepohq.com
Made with ❤️ by Axel VAINDAL