Terms of service
This document is a draft structure for B2B engagements covering custom software development, automation and backup tooling. It must be completed, adapted and validated before any contractual use.
1. Purpose
These terms of service govern custom software development, automation, integration and maintenance services provided by the sole trader operating SOLODOVNIKOVA.AGENCY ("the provider").
2. Scope
These terms apply to any service ordered by a business client, unless special conditions are agreed in writing in the quote or contract.
3. Quotes
Every engagement is covered by a written quote detailing the scope, indicative timeline and price. The quote is valid for the period stated on it.
4. Orders
An order is considered confirmed once the client accepts the quote in writing, where applicable together with a deposit.
5. Scope of work
The functional scope is defined in the quote or scoping document. Any request outside this scope is handled through an amendment.
6. Client obligations
The client agrees to provide, within a reasonable time, the information, access, content and approvals needed for the project to proceed.
7. Timelines
Stated timelines are estimates and depend on the availability of information and approvals from the client. Any delay caused by the client may shift the schedule.
8. Delivery
Delivery takes place according to the terms defined in the quote (code handover, deployment, documentation).
9. Acceptance
The client has a period defined in the quote to check that the delivery conforms and to report any issue. If no feedback is given within this period, the delivery is considered accepted.
10. Changes
Any change to the initial scope requires an additional quote before it is carried out.
11. Prices
Prices are shown in euros, excluding tax.
12. Invoicing
Invoicing follows the schedule set out in the quote (e.g. deposit, interim invoices, balance).
13. Payment
Unless a specific condition is stated on the quote or invoice, invoices are payable within thirty (30) days of their issue date, in accordance with article L441-10 of the French Commercial Code. For projects, a deposit may be requested on order and interim invoices issued as work progresses. No early-payment discount applies.
14. Late payment
In accordance with articles L441-10 and D441-5 of the French Commercial Code, any late payment automatically gives rise, without prior notice, to late-payment penalties due from the day after the payment date shown on the invoice. The rate of these penalties is equal to three (3) times the legal interest rate in force. A fixed recovery indemnity of forty (40) euros per overdue invoice also applies; where recovery costs exceed this amount, additional compensation may be claimed on supporting evidence.
15. Intellectual property
Unless otherwise stated in the quote or contract, the provider retains rights to reusable elements (methods, internal components, generic tools) developed outside the scope of the client's project.
16. Licence
The rights to deliverables produced specifically for the client (scope of the assignment or licence, media, duration, territory, source files) are defined in the quote or contract for each project. In accordance with article L131-3 of the French Intellectual Property Code, no transfer of rights is deemed granted until expressly agreed in writing. Unless otherwise stated, the transfer of rights takes effect after full payment of the sums due.
17. Source code
The provision of source code, any transfer of rights, and its use by the client are defined in the quote and contract for each project.
18. Data and access provided by the client
The client remains responsible for any data, accounts and access provided to the provider for the project. The provider agrees to use them solely for the purposes of the engagement.
19. Confidentiality
Each party agrees to keep information exchanged during the project confidential and not to disclose it to third parties without prior agreement.
20. Maintenance
Any maintenance after delivery is offered as a separate service, unless explicitly included in the initial quote.
21. Third-party services
Costs related to third-party services (hosting, software licences, paid APIs, domain names, etc.) remain the client's responsibility, unless stated otherwise in the quote.
22. Hosting
Unless otherwise agreed, the provider does not provide ongoing hosting for delivered applications. Hosting arrangements are defined with the client.
23. Backups
Backup tools delivered rely on infrastructure chosen by the client. SOLODOVNIKOVA.AGENCY does not host client backups and does not guarantee data restoration, which depends on the client's configuration and infrastructure.
24. Liability
The provider is bound by an obligation of means in carrying out its services. Its liability can only be engaged in the event of proven fault and is limited to direct, foreseeable damage suffered by the client. In any event, and except in the case of gross negligence or wilful misconduct, the provider's total liability, all causes combined, is capped at the amount excluding tax actually paid by the client for the service concerned. The provider cannot be held liable for indirect damage, such as loss of business, loss of data, loss of revenue or commercial harm. It is the client's responsibility to keep up-to-date backups of their data.
25. Force majeure
Neither party can be held liable for a failure due to an event of force majeure as recognised under French case law.
26. Termination
Terms for early termination (notice period, compensation for work already carried out) are defined in the contract for each project.
27. Governing law
These terms are governed by French law.
28. Disputes
In the event of a dispute, the parties will seek an amicable solution before any legal action. Failing an amicable agreement, and unless a mandatory legal provision states otherwise, any dispute relating to the formation, interpretation or performance of these terms will be brought before the Commercial Court of Paris (Tribunal de commerce de Paris).