Terms of sale

Article 1 — Purpose and scope

These general terms of sale apply to all services provided by ModalB to business clients, in particular:

• custom software development;
• Microsoft 365 and Digital Workplace;
• Cloud and DevOps;
• APIs and information system integration;
• data and its exploitation;
• consulting, scoping and project leadership.

Placing an order implies full acceptance of these terms. They prevail over the client's purchasing terms, unless otherwise agreed in writing.

Article 2 — Provider identification

Company name

ModalB

Registered office

144 rue Paul Bellamy, 44000 Nantes, France

SIRET (French company number)

879 472 579 00033

Contact

contact@modalbgroup.com

Article 3 — Quotation and order

Every engagement is covered by a quotation setting out the description of the service, the expected deliverables, the timescales, the way the work will be carried out, the price and the payment terms.

The quotation becomes contractual once signed by the client or on receipt of their purchase order. No work starts before that formal acceptance.

Any change of scope during the engagement is covered by a costed amendment, subject to the client's prior agreement.

Article 4 — Prices, invoicing and payment

Prices are stated in euros, excluding tax. Unless the quotation states otherwise, fixed-price work is invoiced according to the schedule it sets out, and time-and-materials work is invoiced monthly in arrears on the basis of time spent.

Unless the invoice states otherwise, payment falls due thirty days from its date of issue.

In accordance with articles L.441-10 and D.441-5 of the French commercial code, late payment automatically incurs penalties calculated at the statutory interest rate plus ten points, together with a fixed recovery indemnity of 40 euros, without prejudice to compensation for recovery costs actually incurred. No discount is granted for early payment.

Article 5 — Carrying out the work

5.1. ModalB's commitments

• deliver the service in line with the agreed scope;
• assign people competent for the engagement;
• report on progress regularly;
• keep the client's information confidential.

5.2. The client's commitments

• provide the necessary information, access rights and technical environments;
• appoint a main contact empowered to make decisions;
• approve deliverables within the agreed timescales;
• meet the payment deadlines.

Timescales are suspended accordingly in the event of a delay attributable to the client, in particular in providing access or approving deliverables.

5.3. Force majeure

Neither party is liable for a delay or failure to perform resulting from an event of force majeure within the meaning of article 1218 of the French civil code.

Article 6 — Intellectual property

6.1. Bespoke development

Development carried out specifically for the client is assigned to them upon full payment for the service. The assignment covers the rights to use, reproduce, modify and distribute, for the legal term of protection and worldwide.

6.2. Tools and know-how

ModalB retains ownership of its methodologies, generic components, tools and pre-existing or reusable know-how. A non-exclusive right of use is granted to the client over those incorporated into the deliverables, for the purposes of operating them.

6.3. Confidentiality

Each party undertakes not to disclose the other's confidential information during the term of the contract and for the five years following its end.

Article 7 — Warranty and liability

ModalB warrants that the services will be performed in a professional manner. Delivered development carries a three-month conformity warranty from acceptance, under which defects against the agreed scope are corrected free of charge.

ModalB's liability is limited to the pre-tax amount of the service concerned. That limitation applies neither in the event of wilful misconduct or gross negligence, nor where the law prohibits it. ModalB holds professional indemnity insurance.

Article 8 — Termination

In the event of a serious breach by one party of its obligations, the contract may be terminated automatically fifteen days after a formal notice has gone unanswered.

The client may terminate the engagement for convenience subject to thirty days' notice. Work carried out and costs incurred before the effective date remain payable.

Article 9 — Personal data

The processing of personal data collected by ModalB as data controller is described in our privacy policy.

Where the engagement leads ModalB to process personal data on the client's behalf, ModalB acts as a processor within the meaning of article 28 of the GDPR. A data processing agreement then sets out the subject matter, duration, nature and purposes of the processing.

Article 10 — Governing law and jurisdiction

These terms are governed by French law. In the event of a dispute, the parties will endeavour to reach an amicable settlement. Failing that, any dispute shall be brought before the competent courts of Nantes, notwithstanding multiple defendants or third-party proceedings.

Article 11 — Miscellaneous

ModalB may amend these terms; the new terms apply to orders placed after their publication.

The invalidity of one clause does not affect the validity of the other provisions. Failing to rely on a breach does not amount to waiving the right to rely on it later.

Contact

For any question about these terms, or to obtain a quotation: contact@modalbgroup.com, or through our contact form.