General Terms and Conditions of Sale
Payment terms: as set out in the Quote.
To be accepted, the Quote must be dated and signed by the Client or its legal representative.
By signing the Quote, the Client acknowledges having read and accepts without reservation the general terms and conditions of sale of RIVIERA FLOW accompanying the Quote, which are also available at the following URL: https://rivieraflow.com/cgv
Riviera Flow
General Terms and Conditions of Sale
These general terms and conditions of sale (the "T&Cs") are intended to define the conditions under which the Service Provider’s Services are made available and performed. Together with the Quote, they form an Agreement entered into between RIVIERA FLOW, a French simplified joint-stock company (SAS) registered with the Paris Trade and Companies Register (RCS) under number 992 509 539, whose registered office is located at 200, rue de la Croix-Nivert, Paris (75015) (the "Service Provider") and a natural or legal person, acting in a professional capacity, governed by private or public law, who subscribes to one or more Service(s) and whose identity appears on the Quote (the "Client"). The Client and the Service Provider are individually or jointly referred to as the "Party" or "Parties".
Article: Definitions
"Agreement": means the Quote and these T&Cs;
"Quote": means the quote setting out the Services subscribed to, the MDs, the Daily Rate and the corresponding price. It is sent by the Service Provider by any means (hand delivery, e-mail, electronic message, etc.) and is valid for a period of one (1) month from its date of issue;
"Project Description": means the Services listed in the Quote and, where applicable, any technical appendix (specifications, technical specifications) describing the Client’s statement of requirements. To be enforceable, this technical appendix must be specifically referred to in the Quote. In the event of a contradiction between the technical appendix and the Quote, the Quote shall prevail;
"Malfunction": a non-conformity of the Deliverables with the Project Description which impairs an essential function thereof;
"Intellectual Property Elements" means copyright, rights relating to databases, trademarks, patents, as well as all other intellectual property rights protected by national legislation and international conventions, relating to the creations of the Service Provider in the course of the Services;
"Client Elements" means the elements, potentially protected by intellectual property rights or rights of third parties to the Agreement, inserted by the Service Provider into the Deliverables at the Client’s request;
"Change Request": means any service provided by the Service Provider relating to a specification not initially described in the Project;
"MD": means a man-day corresponding to 7 hours of actual work;
"Deliverables" means the results of the Services performed by the Service Provider under the Agreement and to be delivered to the Client in accordance with the provisions of the Quote;
"Services" consist in the performance of services by the Service Provider in accordance with the Quote, which may in particular result in the production of software developments (such as the design of applications, web, mobile, marketplace or website);
"Daily Rate": means the daily rate applicable to one MD;
Article: Formation of the Agreement
These T&Cs are intended to define the legal and technical terms of the Services, the list of Services and the price being detailed in the Quote.
These T&Cs shall be deemed to have been accepted at the time the Quote is signed and shall bind the Parties. No special condition of the Client may, unless agreed in writing by the Service Provider on the Quote, prevail over the T&Cs. In the event of a conflict of interpretation between the Quote and these T&Cs, these T&Cs shall prevail.
No employee, consultant or freelancer of the Service Provider has the authority to amend these T&Cs, whether orally or in writing.
Prior to any Quote, the Client acknowledges having verified that the Services are suited to its needs and having received from the Service Provider, prior to acceptance of the Agreement, all the decisive information and advice it required in order to place an order with full knowledge of the facts. The Service Provider, for its part, acknowledges having been informed of the Client’s needs, which have been set out in the Quote.
Article: Obligations of the Service Provider
Nature of the Service Provider’s services.
Under the Agreement, the Service Provider undertakes to perform the Services entrusted to it on a best-endeavours basis (obligation de moyens).
The Parties undertake to perform their obligations transparently. In particular, the Client may consult the Service Provider on the progress of the Services entrusted to it, under reasonable conditions. The Service Provider, for its part, undertakes to answer the Client’s questions relating to the progress of the Services entrusted to it and to provide, at the Client’s request, a description of the progress of the Services.
Delivery.
Given the nature of the Services entrusted to the Service Provider, all time periods specified in the Quote or the Project Description are indicative. The Service Provider shall endeavour to meet these time periods to the best of its ability and in accordance with the phases agreed by the Parties, but shall incur no liability if certain deadlines are not met, except in the event of gross negligence or a written agreement of the Parties to the contrary.
Notwithstanding that the Parties have agreed on the time periods required to perform the Services and on a delivery date, such time periods shall depend on the Service Provider’s receipt of all of the following required elements: information, elements of the Client (including the Client Elements) free from defects, final instructions and/or acceptance by the Client.
Article: Obligations of the Client
Cooperation between the Parties.
The Client is aware that its involvement and cooperation are necessary for the proper performance of the agreement. The Client undertakes to participate fully. In this respect, it shall in particular respond without delay to any request from the Service Provider that is within its means. Prior to any Services being performed by the Service Provider, the Client shall provide it with all the elements enabling it to carry out its assignment.
Remuneration.
The Client shall pay the Service Provider the remuneration set out in the Quote (hereinafter the "Remuneration"). Unless otherwise provided in the Quote, payment shall be made under the following conditions:
- 40% of the Remuneration on the date of signature of the Quote;
- 30% at the mid-point of the performance of the Services, i.e. when half of the MDs provided for in the Quote have been consumed;
- 30% on the date of delivery of the Deliverables.
Invoicing.
The Service Provider shall send the Client an invoice by e-mail in accordance with the prices of the Services set out in the Quote. Invoices are payable by bank transfer within a maximum of 10 days of their issue. In the event of payment by bank transfer from abroad, all exchange and bank charges shall be borne by the Client and may therefore give rise either to a flat-rate surcharge specified on the invoice, or to a full re-invoicing to the Client.
The Service Provider reserves the right to exercise a lien over the Services and/or Deliverables that are subject to a retention of title clause making the transfer of ownership conditional upon full payment of the price.
Without prejudice to its other rights under the Agreement, the Service Provider may, at its sole discretion and without incurring any liability towards the Client, stop, scramble or suspend the Services and/or the Deliverables if the Client fails to remedy, within five (5) days, any late payment of all or part of the price, without any prior written notice from the Service Provider recording such late payment being required.
Late payment.
In the event of late payment by the Client of an invoice issued by the Service Provider in the course of the performance of the Services, late-payment penalties calculated on the basis of three times the statutory interest rate shall be payable to the Service Provider, without any reminder being required, from the day following the due date of the invoice. In accordance with Article D. 441-5 of the French Commercial Code, a fixed indemnity of forty (40) euros for recovery costs is due in addition to the aforementioned late-payment penalties.
The Parties acknowledge that compliance by the Client with the payment dates is an essential condition of the Agreement. In the event of a breach of this obligation, the Service Provider shall therefore be entitled to terminate the Agreement in accordance with the provisions of the Article Termination of the Agreement, without being required to refund to the Client any sums already paid.
Daily Rate.
Unless otherwise provided in the Quote, the Daily Rate is as follows: €350 excluding VAT per MD.
Article: Validation and acceptance of the Services
Interim acceptance.
The purpose of provisional acceptance is to verify the absence of any Malfunction in the Deliverables in respect of the Services agreed in the Quote. The number and frequency of such interim acceptances are determined in the Quote. In the absence of any mention in the Quote, the Parties agree that interim acceptances shall take place at each review by the Client of the progress of the Services. Provisional acceptance is carried out on the basis of tests prepared by the Service Provider, where applicable with the assistance of the Client. For the performance of the tests, the Service Provider may make a beta version of the Deliverable available to the Client with individual access. The absence of any written reservation expressed by the Client five (5) days after the interim acceptance shall constitute validation of the Deliverables presented.
Final acceptance.
At the end of the last phase of the Services, the Service Provider shall deliver to the Client the Deliverables produced, in their final and definitive versions. The Client shall check and verify the Deliverables that have not yet been the subject of an interim acceptance. In the event of reservations expressed by the Client, the Service Provider undertakes to take them into account and to use its best efforts to address and correct the Malfunctions. In any event, the absence of any written reservation expressed by the Client five (5) days after receipt of the Deliverables shall constitute final, irrevocable and unreserved acceptance by the Client.
Article: Term
This Agreement shall enter into force on the date of signature of the Quote or, if earlier, on the start date of the Services, and shall end when the obligations of the Parties provided for in the Articles Obligations of the Service Provider and Obligations of the Client have been performed.
Article: Changes to the Services
Any request by the Client for revision of or addition to the Services referred to in the Client’s Quote shall be negotiated in good faith by the Parties and performed in accordance with a supplementary Quote or as mutually and expressly agreed by e-mail.
Failing this, and if the changes result in the Service Provider incurring a number of MDs greater than that provided for in the Quote, the Service Provider shall issue invoices at the end of each month in accordance with the applicable Daily Rate, accompanied by an activity report.
For the purposes of this Article, the following circumstances are also considered to be changes that may be invoiced in addition:
- the Client Elements (or part thereof) are in any way defective, or in a form or of a quality unsuitable for normal processing of such elements by the Service Provider;
- the information provided by the Client or any third party in connection with this Agreement and the Services is inaccurate or incomplete, or does not enable the Service Provider to have a complete and precise indication of the work in question and/or of the time and resources required;
- the modification of the initial scope or the addition of further documents by the Client after the Quote has been drawn up by the Service Provider;
- the Client’s delay in providing final instructions or its validation of the Services in due time.
Article: Intellectual property
The Service Provider assigns the tangible and intangible ownership of the Intellectual Property Elements created by it during the performance of its Services. It is nevertheless specified that the Service Provider shall not disclose any of the technical processes, methods or know-how implemented for the Intellectual Property Elements and that it remains the sole owner of the development tools and software it has created. The Service Provider thus assigns to the Client all rights of reproduction, representation, adaptation and exploitation, in all forms, on all media and by all digital processes, both current and future, relating to the Deliverables, for the whole world and for the term of copyright protection applicable in each country, and any extension thereof, as resulting from current and future legislative and regulatory provisions and/or international conventions in this field. The assignment of the tangible and intangible ownership of the Intellectual Property Elements by the Service Provider to the Client shall take effect from Final Acceptance, subject to full payment of the sums due on the contractual due dates.
The Client grants the Service Provider a non-exclusive, free-of-charge, perpetual, transferable and sub-licensable licence to use the Client Elements required by the Service Provider and/or its subcontractors for the performance of the Services.
Article: Personal data
The personal data of the Client’s staff are processed by the Service Provider and are essential to the performance of the Services.
The Service Provider shall act as data controller with respect to the Client’s staff for the performance of this Agreement and for the following purposes only:
- performance of the Agreement and provision of the Services. Data collected for this purpose shall be retained for the term of the Agreement and until the expiry of a period of 5 years from the end of the Agreement;
- accounting management of invoicing. Data collected for this purpose shall be retained for the term of this Agreement and until the expiry of a period of 10 years from the invoicing date.
The information collected may be disclosed to third parties bound to the Service Provider by contract for the performance of subcontracted tasks, which the Client expressly authorises.
In accordance with French Law No. 78-17 of 6 January 1978 on information technology, data files and civil liberties, as amended, and with European Regulation No. 2016/679, the Client’s staff have a right of access to, rectification, erasure and portability of the data concerning them, as well as the right to object to the processing on legitimate grounds, which rights may be exercised by contacting the data controller, enclosing valid proof of identity, at the following e-mail address: contact@rivieraflow.com.
Article: Confidentiality
The Agreement, the information and all documents exchanged in connection with this Agreement are confidential, and each Party undertakes not to disclose, throughout the term of the Agreement and for ten (10) years following its termination for any reason whatsoever, directly or indirectly, to anyone, the existence, subject matter or content of the Agreement, with the exception of disclosures (i.) to their lawyers and statutory auditors; (ii.) required by law, by a court judgment or by an administrative decision; (iii.) to any person concerning any information available in the public domain, or to the extent that the information disclosed is already in that person’s possession (other than as a result of a breach of this Article).
Article: Non-solicitation
The Parties undertake not to make offers of employment to, poach, hire or engage, directly or indirectly, any shareholder, corporate officer, subcontractor, consultant or member of staff who has taken part in the negotiation or performance of the Agreement, for the term of the Agreement and for two years after its termination for any reason whatsoever.
If either Party fails to comply with this clause, a sum equal to twelve (12) months of the net remuneration of the person poached shall be paid to the other Party.
Article: Warranties
Warranties of the Service Provider.
The Service Provider warrants that the Deliverables do not constitute an infringement of copyright. In this respect, it undertakes to defend the Client and to bear all costs against any claim relating directly to the software developments of the Deliverables, their maintenance and their normal use, provided that the alleged infringement does not relate to modifications or additions made by the Client; or to specific instructions of the Client; or to developments relating to the Client Elements.
If all or part of the disputed software development is found to constitute an infringement of a third party’s copyright, the Service Provider shall either provide the Client with another development having the same functions, or obtain for the Client, at its own expense, the right to continue using the disputed development, or refund the Client the price received for the disputed development. These options are at the Service Provider’s sole discretion and constitute the Client’s sole remedies.
Any recommendations or suggestions made by the Service Provider in connection with the use of the Services are given in good faith, but it is the Client’s responsibility to ensure that the Services are suited to the intended purpose or comply with the legal framework. Consequently, unless expressly agreed otherwise by the parties, no warranty in this respect is given by the Service Provider, even if the purpose pursued by the Client is specified in the Quote.
Warranty of the Client.
The Client declares that it holds all rights and/or authorisations permitting the use of the Client Elements in the Deliverables by the Service Provider. It indemnifies the Service Provider against any third-party claim relating to these Client Elements.
In the event of proceedings brought by a third party against the Service Provider on any grounds whatsoever, including unfair competition and parasitism, the Client shall bear all duties, costs, lawyers’ and bailiffs’ fees, settlement amounts agreed and damages to which the Service Provider may be ordered, without prejudice to the damages that the Service Provider may be entitled to claim from the Client.
Article: Penalty clause
In the event that a Party breaches the Articles Non-disparagement, Confidentiality, Obligations of the Client or Warranties of this Agreement, the Party in breach of its obligation shall, by way of indemnity, pay the other Party an overall lump sum equivalent to 4 (four) times the Remuneration, within fifteen (15) days of receipt of a Notice (hereinafter the "Penalty Clause"), without prejudice to any damages that may be claimed by the Service Provider.
Article: Termination of the Agreement
Without prejudice to the provisions of Article 1217 of the French Civil Code, the Agreement shall come to an end (i.) by mutual written agreement of the Parties; (ii.) upon written notice by one Party to the other Party accompanied by a copy of a decision of a judicial, administrative or arbitral body that has become res judicata, is final and is not subject to appeal, the purpose of which is to prohibit the performance of any of the obligations provided for in the Agreement; (iii.) upon written notice from one Party to the other Party in the event that one of the Parties commits a material breach of the Agreement and such breach is not remedied within one month of receipt of the registered letter of formal notice specifically referring to this Article, sent by the Party not in breach.
Article: Liability
Each Party is liable as of right towards the other Party, as well as towards any third party, for damage of any kind that may be caused to them, whether by itself or by any other company it may call upon to assist it or to perform an obligation arising from the Agreement.
Neither Party shall be liable for indirect damage suffered by the other Party within the meaning of Article 1231-4 of the French Civil Code, such as loss of profit; commercial loss; alteration or destruction of the Client’s elements (such as loss of data); financial loss relating to loss of management time; loss relating to third-party contracts; and more generally any commercial disruption whatsoever.
Furthermore, the Service Provider shall not be held liable for damage caused by modifications made to the Services by the Client.
In the event of a failure by either Party to perform any of its obligations, the injured Party shall be entitled to obtain compensation for any loss or damage suffered, whatever its legal basis, under the conditions of ordinary law, the latter reflecting the balance sought by the Parties and the allocation of risk accepted by each of them.
In any event, and in accordance with Article 1231-3 of the French Civil Code, it is provided that the Service Provider’s liability may not exceed the maximum and definitive amount of the price paid and allocated to the Services giving rise to the claim against the Service Provider.
Article: Miscellaneous provisions
Entire agreement.
The Agreement constitutes the entire and sole agreement of the Parties with respect to the provisions that are its subject matter. Consequently, it cancels and supersedes any agreement, contract, letter of agreement, offer, arrangement, correspondence, written or oral, that may have been entered into between the Parties prior to the date hereof and relating to the same subject matter.
Amendments to the T&Cs.
The Service Provider may amend the T&Cs at any time and as of right. Such amendments shall apply immediately to all new Quotes.
Evidence agreement.
By express agreement, the data of the Service Provider or its subcontractors, such as connection logs, usage records, availability rates, order and payment summaries, incident management reports or other data, are fully enforceable against the Client and shall constitute the primary means of evidence between the Parties in the event of legal proceedings.
Non-disparagement.
Each Party shall refrain, in particular, from making disparaging or damaging statements, or statements that could harm the interests, image or reputation of the other Party. It is expressly agreed that compliance with the non-disparagement obligation constitutes an essential obligation and a decisive factor in each Party’s consent to enter into this Agreement.
Intuitu personae and Assignment.
The Service Provider shall have the power to assign the Agreement to third parties, with no formality other than sending an e-mail within the eight (8) days preceding the assignment of the Agreement. The Service Provider reserves the right to subcontract all or part of the Services entrusted to it, under its full and sole responsibility, which the Client accepts.
Force majeure.
Any event of force majeure beyond the control of the Parties, which could not reasonably have been foreseen at the time the Agreement was entered into, and whose effects could not be avoided by appropriate measures, shall release each Party from its obligations under the Agreement for as long as such event and its effects continue. The Party affected by the force majeure event shall immediately inform the other Party by sending it written notice as soon as possible when the force majeure event occurs. The Party affected by the force majeure event shall take all reasonable measures to limit its impact on the other Party and undertakes to resume performance of the Agreement as soon as the force majeure event has ceased. If the impediment or delay continues for more than one (1) month, the Party not affected by the event may terminate the Agreement upon receipt by the other Party of fifteen (15) days’ written notice with acknowledgement of receipt.
Severability.
If any provision of the Agreement is or becomes unlawful or unenforceable, and if this does not affect the economic or legal aspects of the transactions contemplated herein, the other provisions of the Agreement shall nevertheless remain in full force and effect. Otherwise, the Parties shall negotiate in good faith to amend the Agreement in order to respect the original intention of the Parties, to the fullest extent possible and in an acceptable manner, so that the Services contemplated in the Agreement are performed.
Headings.
The headings of the Articles contained in the Agreement have been included solely for ease of reference to such Articles and shall in no way define, limit or affect the scope of the provisions they introduce.
Reference.
Throughout the term of the Agreement and for ten (10) years following its termination for any reason whatsoever, the Client authorises the Service Provider to use the Services and/or Deliverables produced for the Client in its internal and external communications and for exclusively promotional purposes.
Article: Governing law - Jurisdiction
The Agreement is governed by and construed in accordance with French law.
In the event of difficulties in the interpretation or performance of this Agreement, except in cases of breach of the Client’s obligation to pay, the Parties agree to submit to an amicable settlement procedure before referring the matter to the competent court.
In this respect, the Party initiating such procedure shall give notice of its intention by registered letter with acknowledgement of receipt, allowing a period of fifteen (15) days for a meeting to be arranged between the representatives of the Parties and/or their lawyers. Following a first meeting, of which minutes shall be drawn up, the Parties shall have a maximum period of one (1) month from the date of the meeting to reach a settlement. In the absence of a settlement within this period, the Parties shall regain their full freedom of action.
In the absence of an amicable settlement between the Parties, any dispute or disagreement that may arise in connection with, in particular, the signature, validity, interpretation or performance of the Agreement shall be submitted to the competent court of the city of Paris, to which the Parties grant exclusive jurisdiction.