Terms and Conditions of Sale

Preamble

Axelo is the trade name of the sole proprietorship operated by Axel REGNOULT, specialising in digital services: website design, search engine optimisation (SEO) and positioning, web hosting, application development, graphic design, web operations, and training on the delivered solutions.

These Terms and Conditions of Sale (the “T&Cs”) govern the relationship between the micro-entrepreneur Axel REGNOULT and the client, whether a professional (B2B) or a consumer (B2C). The registered address is 128 rue de la Boétie, 75008 Paris, France. Axel REGNOULT is registered under SIRET 895 214 989 00017, exempt from registration with the French Trade and Companies Register (RCS) and the Trades Register (RM).

In accordance with Article 293 B of the French General Tax Code (CGI) and as long as the provider benefits from the VAT base exemption regime, the statement “VAT not applicable, art. 293 B of the CGI” appears on invoices.

These T&Cs must be read together with the provider's other legal documents: Terms of Use, Hosting Terms, Privacy Policy, Cookie Policy and Legal Notice.

Contact: legal@web-agency.app.

Article 1 — Scope of application

Unless specific written provisions state otherwise, placing an order (through the wording “Read and approved, agreed” preceding the client's signature on the quote, or by signing a Purchase Order) entails full and unreserved acceptance of these T&Cs. They shall prevail, where applicable, over any other version and over the client's own purchase terms. Any contrary clause shall be deemed unwritten. The applicable T&Cs are those in force on the day the order is validated.

Article 2 — Definitions

For the purposes of these T&Cs, each of the following terms shall have the meaning set out below:

• Provider: the micro-entrepreneur Axel REGNOULT, operating under the trade name Axelo, registered under SIRET 895 214 989 00017, with its registered office at 128 rue de la Boétie, 75008 Paris, France.
• Client: unknown natural or legal person signing a quote or Purchase Order issued by the provider, whether acting in a professional capacity (B2B) or as a consumer (B2C).
• Consumer (B2C): unknown natural person acting for purposes which do not fall within their commercial, industrial, craft, professional or agricultural activity, within the meaning of the French Consumer Code.
• Professional (B2B): unknown natural or legal person, public or private, acting for purposes falling within their commercial, industrial, craft, professional or agricultural activity.
• Project: all the services performed by the provider for the client.
• Specifications (CDC): the document describing the technical and functional elements of the project, attached to the quote.

Article 3 — Description of services

3.1 Services offered

The provider offers the client the following services:

• Website creation
• Search engine optimisation and ranking (SEO)
• Web hosting and domain name registration
• Application development
• Graphic charter and visual identity design
• Web operations (campaigns, automation, third-party integrations)
• Training on the delivered solutions

3.2 Associated services

The provider may make available to the client for the project:

• Publication site (testing and acceptance / pre-production)
• Collaborative platform
• File-exchange platform
• Training and assistance

Article 4 — Intellectual property

4.1 — Retention of rights by the provider. The provider retains all economic and moral intellectual property rights in the source code, designs, architectures, software building blocks (bundles), themes and any deliverable produced under the project. The provider remains the sole author and owner. No transfer of economic rights occurs unless expressly stated in the quote (cf. 4.6).

4.2 — Grant to the client (non-exclusive perpetual right of use). Subject to full payment, the provider grants the client a non-exclusive, perpetual, worldwide and non-transferable right of use over the website, application or specific deliverable ordered, strictly within the scope of the client's own activity. This right includes:

• operation of the deliverable on the client's domain(s);
• internal modifications (editorial content, minor styling) by the client or a technical provider of their choosing;
• backup and technical migration of the deliverable.

4.3 — Limits of the granted right. Expressly excluded from the granted right: resale, distribution, sublicensing or transfer to a third party of the source code, design or any deliverable; extraction of software building blocks (bundles) for use outside the original deliverable; release of the code as open source.

4.4 — Reuse by the provider. The provider expressly reserves the right to reuse, adapt, resell or commercialise as themes, templates, modules or new deliverables all or part of the technical building blocks (bundles, code, design system, architecture) developed under the project, for the benefit of other clients. The client acknowledges this reuse as an integral part of the provider's economic model.

4.5 — Exclusivity option (subject to quote). The client may acquire, by separate quote and against an additional fee, exclusivity over all or part of the distinctive elements of the deliverable (graphic theme in particular). This option must be expressly stated in the quote to take effect.

4.6 — Full transfer (subject to quote). A full transfer of economic intellectual property rights may be negotiated by separate quote, at a substantially increased price. Without express mention in the quote, only the non-exclusive perpetual right of use defined in 4.2 applies.

4.7 — Client-supplied content. Texts, images and documents supplied by the client remain the exclusive property of their author. The client declares having entered into the necessary agreements with all authors involved and releases the provider from any liability for third-party claims.

4.8 — Before full payment. Any programming or computer creation is made available to the client on the basis of a right of use until full payment. In accordance with Article L.122-4 of the French Intellectual Property Code, any unauthorised partial or total reproduction is prohibited.

Article 5 — Order placement

5.1 Before issuing the quote, the provider receives the client's Specifications (CDC). The technical elements of the project are described therein prior to the start of work.

5.2 Any order placed by the client is formalised in a quote signed and preceded by the wording “Read and approved, agreed”, returned to the provider by postal mail or electronic mail, together with a deposit or full payment as the case may be. The order is then final.

5.3 The quote is valid for 30 days from its date of issue. It is accompanied, where applicable, by the CDC initialled and dated by both parties.

5.4 All documents (quotes, invoices, minutes, T&Cs) may be transmitted and signed electronically. Pursuant to Article 1366 of the French Civil Code, an electronic writing has the same probative value as a paper writing.

Article 6 — Performance of the services

6.1 Within the project, the provider complies with the client's Specifications. Any change to the CDC shall be the subject of an amendment signed under the same conditions as the original.

6.2 The service is performed in accordance with the provisional schedule set out in the Specifications.

6.3 Once the work is complete, the provider delivers the project and offers the client to sign Acceptance Minutes. In the absence of contradictory minutes signed within 15 business days following effective delivery notified in writing, and absent any written reservation in that period, the delivery is deemed accepted without reservation up to the percentage paid. For consumers (B2C), this period only applies to invoicing: the consumer client retains all legal warranties (conformity, hidden defects, withdrawal) provided in Articles 22 and 24.

6.4 The provider may, at the client's request, provide a detailed cost-tracking report. Unless otherwise specifically billed in the quote, tracking is performed via screenshots and versioning tools and is provided free of charge by email upon signature of the quote. If detailed tracking is requested after the mission has begun, its provision depends on available means. A video-conference to study the request for advanced tracking may be organised at a rate of €2 incl. tax per minute.

6.5 The client has 30 days from delivery to request, by email, corrections in case of demonstrated non-compliance with the Specifications. Beyond that period, any evolution will be treated as a new service.

Article 7 — Pricing, VAT and invoicing

7.1 Current rates are available on simple request from the provider.

7.2 Prices are stated in euros. As long as the provider benefits from the VAT base exemption regime under Article 293 B of the CGI, prices are stated net of VAT and the statement “VAT not applicable, art. 293 B of the CGI” appears on invoices. Prices excl. VAT and incl. VAT are then identical.

7.3 If the VAT exemption thresholds are exceeded during the contractual relationship, the provider will charge VAT at the legal rate in force from the date of loss of the exemption, in accordance with applicable tax regulations. The client will be informed in writing. For ongoing services, a price amendment may be proposed.

7.4 Any change to the terms of the service compared to the initial quote will be the subject of separate invoicing, after the client's acceptance of the price change.

7.5 Invoices are issued electronically. In accordance with Article L.441-9 of the French Commercial Code, they include all required legal information (date, number, identity of the parties, description, price, VAT, etc.).

Article 8 — Payment terms, deposits and late payment

8.1 Payment options

Unless otherwise agreed in writing by the provider, payment of the project is agreed in the quote according to one of the two following options:

• Option A — Full payment on order: 100% upon signature of the quote.
• Option B — Staggered payment: 30% deposit on order, 50% mid-project, 20% balance on delivery.

8.2 Means of payment

Payments may be made by one of the following means:

• Bank card (VISA, MasterCard, American Express) or PayPal on the Axelo PayPal account.
• Bank transfer (SEPA free within the European Union) to the bank details provided in the quote. Indicate the quote or invoice number as reference.
• Cash, with receipt, up to €1,000 per invoice (cf. service-public.fr/F10999), the balance to be paid by card or transfer.

No discount is granted for early payment.

8.3 Payment deadlines

For professional clients (B2B), in accordance with Article L.441-10 of the French Commercial Code, the payment deadline is set by default at 30 days end-of-month from the invoice issue date, unless a different written agreement is stipulated in the quote. For consumer clients (B2C), payment is due on order or according to the schedule agreed in the quote.

8.4 Late-payment penalties and recovery indemnity (B2B)

In case of total or partial failure to pay on the due date, the professional client shall, in accordance with Article L.441-10 of the French Commercial Code, owe:

• late-payment penalties calculated at an annual rate of three times the legal interest rate in force, running from the day after the due date, without any reminder being required;
• a fixed recovery indemnity of €40, automatically due from the first day of late payment. Additional compensation may be claimed on supporting documents if recovery costs exceed this amount.

In case of late payment or payment incident, the provider reserves the right to suspend performance of the project until regularisation.

8.5 Deposits — legal qualification

For consumer clients (B2C), in accordance with Article L.214-1 of the French Consumer Code, sums paid before performance are expressly qualified as deposits (and not as “arrhes”), thus constituting a firm and bilateral commitment of both parties. In case of cancellation by the client after signature of the quote, the deposit will not be refunded. In case of cancellation attributable to the provider, all sums paid will be refunded to the client within 14 days maximum.

For professional clients (B2B), sums paid constitute deposits and are definitively acquired by the provider in case of cancellation by the client, except for breach attributable to the provider (proven failure, mission abandonment, gross negligence): in such case, refund pro rata of services not performed as at the date of breach.

8.6 Refund policy in case of cancellation

Without prejudice to 8.5 and to the right of withdrawal in Article 22, in case of cancellation accepted by both parties, the provider may propose a refund deducting:

• the actual banking fees incurred, on supporting documents and limited to actual fees (for example, a card payment typically incurs fees of 1% to 7% depending on the amount and payment provider);
• the charges already incurred pro rata to the time effectively spent on the project and to the disbursements used (licences, hosting, subcontracting), at the rates in force.

8.7 Option C — Short-sprint mode (subject to specific quote)

By exception to Options A and B (8.1), the project may be structured as short sprints validated and paid as work progresses, when expressly stipulated in the quote or amendment. Each validated and paid sprint is definitively acquired by the provider, regardless of the continuation of the project by the parties. The client retains the right to stop the mission at the end of each sprint without additional penalty; sprints not yet engaged are not due. Time already spent and proven remains payable at the rate agreed in the quote. This modality applies in particular to exploratory missions, R&D, or services performed in co-production with partners (cf. Article 13.6). For consumer clients (B2C), this paragraph applies subject to the right of withdrawal (Article 22) and to the mandatory legal warranties (Article 24).

Article 9 — Delivery

9.1 All announced deadlines are calculated in business days from the validation of the order (signed quote + deposit cashed where applicable).

9.2 For professional clients (B2B), delivery deadlines are given for information only and do not constitute a firm commitment of the provider, unless expressly stipulated otherwise in the quote.

9.3 For consumer clients (B2C), in accordance with Article L.216-1 of the French Consumer Code, the provider undertakes to deliver the goods or perform the service within the period indicated in the quote and at the latest within 30 days from the conclusion of the contract. In the absence of indication or agreement on the delivery date, the provider delivers without undue delay and at the latest 30 days after conclusion. In case of breach of this obligation and after a formal notice that has remained unsuccessful within a reasonable period, the consumer may rescind the contract in accordance with Article L.216-6; the provider then refunds all sums paid within a maximum of 14 days.

9.4 Delivery Minutes will be proposed upon receipt of the project. Claims regarding apparent defects or non-compliance must be formulated in detail in these minutes, within the 7-day period set out in Article 6.3 (B2B) or as part of the legal warranties (B2C).

9.5 Any change at the Client's initiative to the Specifications, quote or Purchase Order, as well as any addition of new components or web pages, shall be the subject of a new quote or new invoicing. Changes at the provider's initiative (corrections, technical adjustments required for proper performance) remain at the provider's expense within the scope of the initial quote.

Article 10 — Client obligations

10.1 The client undertakes to communicate as soon as possible all documents and data necessary for proper performance of the project.

10.2 The client expressly undertakes not to offer on their website any unlawful or prohibited goods or content, to respect the intellectual property of third parties and copyright.

10.3 The client declares to hold a property right, right of use or licence on the trademarks, patents and software used or cited on the website created.

10.4 Information disseminated on the website after going live is under the sole responsibility of the client, who is the publisher within the meaning of French law no. 86-1067 of 30 September 1986 and of the Trust in the Digital Economy Act (LCEN) no. 2004-575 of 21 June 2004.

10.5 The client is solely responsible for keeping and using the credentials provided by the provider.

10.6 The client undertakes to immediately inform the provider in case of breakdown or malfunction of the website.

10.7 The client indemnifies the provider against any third-party claim relating to the content of their services and operations.

10.8 If the client has an update interface, the client is solely responsible for managing the content of their site and for backups.

Article 11 — Provider obligations

11.1 The provider shall use all reasonable means for the proper performance of the service, in compliance with industry standards.

11.2 For professional clients (B2B), the provider's liability shall be limited to the funds actually paid by the client for the service in question, and only if the client proves that adequate means were not made available. This limitation does not apply in case of gross negligence, fraud or bodily harm. Furthermore, the provider's liability expressly excludes indirect damages, in particular loss of profit, loss of opportunity, business interruption, damage to image or reputation, as well as loss or alteration of data, for which the client retains backup responsibility.

11.3 For consumer clients (B2C), the provider's liability is exercised within the framework of the mandatory legal warranties (Article 24) and cannot be limited or excluded in accordance with Article R.212-1 of the French Consumer Code.

11.4 If the client modifies the project themselves or through a third party, the provider is no longer responsible for the consequences of these modifications.

11.5 The provider exercises no control over the content issued by the client and cannot be held liable in case of third-party claims, in particular for infringement of intellectual property rights.

11.6 The provider cannot be held responsible for access speeds to the client's website, access difficulties, or for non-delivery of emails.

11.7 The provider may interrupt its service for maintenance reasons and undertakes to make the interruption as short as possible.

11.8 The provider declines all responsibility regarding the integration of an online payment kit on the client's website: the client is solely responsible for the proper functioning of the payment system and undertakes to perform the tests themselves.

Article 12 — Contractual regime — best-efforts obligation and exception of result obligation

12.1 The provider is bound, by default, by a best-efforts obligation. Liability cannot be incurred for failure to meet a result obligation, save for the express exception below.

12.2 — Exception: result obligation on automated test pipeline. A result obligation may be expressly accepted by the provider only on the basis of an automated end-to-end (E2E) test pipeline executable online on a pre-production environment. The preliminary feasibility study is paid (minimum amount €500 excl. tax). The provider reserves the right to refuse the result obligation at any time during the study, in particular if the specifications exceed the provider's technical scope; only the actually incurred costs are then invoiced. Without an automated test pipeline accepted by both parties and formalised in writing, the service remains under a best-efforts obligation.

Article 13 — Tools, artificial intelligence and partners

13.1 — Team. The Axelo team consists of Axel REGNOULT (single point of contact), diversified artificial intelligence (AI) assistance tools, and a network of expert human partners mobilisable on quote according to project needs.

13.2 — AI tools. The provider uses generative artificial intelligence tools (notably Claude by Anthropic, ChatGPT by OpenAI, GitHub Copilot, etc.) to assist with design, drafting, development, testing and documentation. These tools are used under the qualified control of the provider, who remains solely responsible for the validation of deliverables.

13.3 — Intellectual property of deliverables. The use of AI tools does not modify the intellectual property of deliverables (Article 4) or the contractual regime (Article 12).

13.4 — Client data and confidentiality. The data and content transmitted by the client are not used for training third-party models, in accordance with the commercial terms of the AI providers used (notably Anthropic Commercial Terms and OpenAI Business Terms). Data processing is detailed in the Privacy Policy.

13.5 — AI opt-out. The client may, by written request, require that all or part of the service be performed without using generative AI tools. This request may impact deadlines and pricing and shall be the subject of an amendment or a new quote.

13.6 — Partners. When the project requires skills outside the provider's scope, the latter may propose mobilising expert human partners. Partner rates may differ from the provider's rates; a separate quote will be issued where applicable. The provider reserves the right to refuse a service if the project context exceeds the scope of their expertise or that of their partners.

Article 14 — Retention of title and transfer of risk

14.1 The provider retains ownership of goods and the provision of services until full payment of the price. In case of payment default, the provider reserves the right, after a reminder, to suspend the service or reclaim the property.

14.2 In case of safeguard, recovery or judicial liquidation procedure of the client, ownership of delivered and unpaid goods may be claimed by the provider.

14.3 — Transfer of risk (B2B). For professional clients, risks are transferred to the client upon delivery of the goods or provision of the service.

14.4 — Transfer of risk (B2C). For consumer clients, in accordance with Article L.216-4 of the French Consumer Code, the transfer of risk takes place only upon physical possession of the goods by the consumer or by a third party designated by them.

Article 15 — Client reference

15.1 — Professional clients (B2B). Unless otherwise expressly stated by the client via email before signing the quote, the professional client authorises the provider to mention their company name and the project completed in commercial documents and on the provider's website, as a reference.

15.1 bis — Consumer clients (B2C). For consumer clients, the authorisation to be mentioned as a reference is subject to the client's express, free and informed consent, collected via a distinct tick-box on the quote or by explicit email, in accordance with Articles R.212-1 and R.212-2 of the French Consumer Code. Without such express consent, no mention may be made.

15.2 The provider or its commercial intermediaries are authorised to use the client's website for demonstration purposes.

15.3 The client is invited to mention, where relevant, the provider in the legal notices of their website with the wording: “Site built by Axelo — Axel REGNOULT”.

Article 16 — Confidentiality

Each party undertakes, in its own name and that of its collaborators, to consider as confidential, during the term of the contract and after its expiry, the documents, systems, software and know-how originating from the other party that it may have become aware of during performance, and not to use them outside the needs of this agreement.

Information that has fallen into the public domain or whose disclosure has been authorised in writing by the party concerned is not covered by this obligation.

Article 17 — Personal data and GDPR

17.1 In the context of performing these T&Cs, the provider may process personal data on behalf of the client (as a processor within the meaning of Article 28 of Regulation (EU) 2016/679 — GDPR) and / or for its own account (commercial management, invoicing, prospecting — as a controller).

17.2 Detailed terms of personal data processing (categories of data, purposes, retention periods, recipients, rights of data subjects, cookies) are described in the Privacy Policy and in the Cookie Policy.

17.3 When the provider acts as a processor on behalf of the client, a GDPR processing addendum compliant with Article 28 GDPR may be signed on request.

17.4 Any data subject has a right of access, rectification, erasure, restriction, portability and objection regarding their personal data, exercisable with legal@web-agency.app. Any data subject also has the right to lodge a complaint with the French Data Protection Authority (CNIL).

17.5 — Security incident notification. In accordance with Articles 33 and 34 of the GDPR, in case of a personal data breach likely to result in a risk to the rights and freedoms of data subjects, the provider notifies the breach to the CNIL within 72 hours after becoming aware of it and, when acting as a processor, informs the client (controller) without undue delay. If the risk is high, the data subjects are informed as soon as possible.

Article 18 — Force majeure

The parties shall not be held liable for any delay or non-performance of their obligations when the cause arises from force majeure or fortuitous event within the meaning of Article 1218 of the French Civil Code. Force majeure suspends the obligations arising from the contract for the entire duration of its existence. The following are notably considered force majeure: failure of the public electricity network, failure of the public telecommunications network, loss of Internet connectivity, fire, flood, war, act of terrorism, storm, earthquake, pandemic, blocking administrative decision, outage or prolonged interruption of an artificial intelligence tool used by the provider (notably Claude by Anthropic, ChatGPT by OpenAI, GitHub Copilot), failure or interruption of a cloud hosting or infrastructure-as-a-service (PaaS/IaaS) provider on which the service relies, prolonged unavailability of third-party payment platforms (Stripe, PayPal), as well as the provider's leave notified to the client at least 15 days in advance.

Article 19 — Complaints and after-sales service

19.1 Any complaint must be sent by email to legal@web-agency.app, indicating the relevant quote or invoice number and a detailed description of the reason. A copy may be sent by postal mail to the provider's registered office.

19.2 The provider undertakes to acknowledge receipt of the complaint within 5 business days and to provide a substantive response within 30 days.

19.3 For consumer clients, recourse to the consumer mediator provided in Article 23 remains possible in case of unsatisfactory response or absence of response within the prescribed period.

Article 20 — Termination

20.1 The contract may be terminated by operation of law, without judicial formality, if either party fails to comply with the obligations stipulated in these T&Cs and does not remedy this failure within 30 days following receipt of a formal notice sent by registered letter with acknowledgment of receipt or by email with explicit acknowledgment of receipt by the recipient party.

20.2 In case of termination at the client's initiative, the sums owed to the provider for services performed or initiated up to the date of termination shall be immediately payable. Any service that has begun is owed in full, without prejudice to Article 8.6 (refund policy).

20.3 For consumer clients, this article does not preclude the exercise of the right of withdrawal provided in Article 22.

Article 21 — Disputes and jurisdiction

21.1 In case of disagreement relating to the interpretation, performance or termination of these T&Cs, the parties undertake to first seek an amicable solution.

21.2 These T&Cs are governed by French law.

21.3 — Consumer clients (B2C). In accordance with Article R.631-3 of the French Consumer Code, the consumer client may bring the matter, at their choice, before one of the territorially competent courts under the Code of Civil Procedure, or the court of the place where they resided at the time of conclusion of the contract or the occurrence of the harmful event. Prior recourse to the consumer mediator provided in Article 23 is encouraged.

Article 22 — Right of withdrawal (consumers)

22.1 In accordance with Article L.221-18 of the French Consumer Code, the consumer client (natural person not acting in a professional capacity) has a period of 14 (fourteen) days to exercise their right of withdrawal, without having to justify their decision or bear penalties, from the conclusion of the service contract.

22.2 To exercise this right, the client must notify their decision by registered letter with acknowledgment of receipt to: Axel REGNOULT, 128 rue de la Boétie, 75008 Paris, France, or by email at legal@web-agency.app.

22.3 In accordance with Article L.221-28 of the French Consumer Code, the right of withdrawal cannot be exercised for services fully performed before the end of the withdrawal period, provided that performance has begun with the consumer's prior express agreement and that the consumer has expressly acknowledged that they would lose their right of withdrawal once the service is fully performed.

22.4 This article does not apply to contracts concluded with professionals (legal persons or natural persons acting in a professional capacity).

22.5 In case of exercise of the right of withdrawal, the provider shall refund the sums paid within 14 (fourteen) days from receipt of the withdrawal decision.

22.6 — Standard withdrawal form

(To be completed and returned only if you wish to withdraw from the contract)

To Axel REGNOULT, 128 rue de la Boétie, 75008 Paris, France / legal@web-agency.app:

I hereby notify my withdrawal from the contract for the service below:

• Service ordered on:
• Consumer name:
• Consumer address:
• Signature (if sent on paper):
• Date:

Article 23 — Consumer mediator

23.1 In accordance with Articles L.612-1 et seq. of the French Consumer Code, in case of unresolved dispute between the provider and a consumer client, the latter may use consumer mediation free of charge.

23.2 The client may refer the matter to the mediator within one year from the written complaint sent to the provider that has remained without satisfactory response. The consumer mediator designated by the provider is:

• CM2C — Centre de la Médiation de la Consommation de Conciliateurs de Justice
• 14 rue Saint-Jean, 75017 Paris, France
• Website: www.cm2c.net
• Email: cm2c@cm2c.net

23.3 The European Online Dispute Resolution (ODR) platform is also accessible at: ec.europa.eu/consumers/odr.

23.4 This article does not apply to contracts concluded with professionals.

Article 24 — Legal warranties (conformity and hidden defects)

24.1 Legal warranty of conformity

In accordance with Articles L.217-1 et seq. of the French Consumer Code, the consumer client benefits from the legal warranty of conformity for digital content and services supplied under these T&Cs. In case of non-conformity, the client may request bringing the service into conformity or, if this is impossible or entails disproportionate costs, a price reduction or rescission of the contract, in accordance with the applicable legal conditions. The legal warranty of conformity applies independently of any commercial warranty that may be granted.

24.2 Warranty against hidden defects

In accordance with Articles 1641 to 1649 of the French Civil Code, the client benefits from the warranty against hidden defects. This warranty allows the client, in case of a hidden defect making the goods or service unfit for the use for which it is intended, or so reducing this use that the buyer would not have acquired it (or would have given a lesser price for it) had they known, to return the goods and obtain a refund of the price, or to keep the goods and have part of the price returned. The action arising from hidden defects must be brought by the client within two years from the discovery of the defect.

24.3 Inapplicability to professionals

The legal warranty of conformity (24.1) does not apply to contracts concluded with professionals. The warranty against hidden defects (24.2) remains applicable to B2B contracts under the conditions of the Civil Code.

Article 25 — Commercial warranty

25.1 Unless expressly stated otherwise on the quote or invoice, the provider grants no commercial warranty beyond the legal warranties provided in Article 24.

25.2 When a commercial warranty is expressly granted, its conditions, scope, duration and terms of exercise are specified in a written document compliant with Article L.217-15 of the French Consumer Code and provided to the client.

Article 26 — Assignment of contract

26.1 This contract is concluded in consideration of the person of the provider and the client (intuitu personae).

26.2 — Assignment to a third party. Any assignment, transmission, contribution or transfer, in whole or in part, of this contract to a third party (notably in case of business sale, merger, demerger, or change of control) is subject to the prior written consent of the other party, which shall not be unreasonably withheld.

26.3 — Exception: full business transfer. By exception, in case of full transfer of the provider's business to an acquirer carrying out the same activity, the assignment of the contract to the acquirer operates by operation of law subject to prior written notice to the client at least 30 days before the transfer. The client retains the right to refuse this assignment in writing within that period, in which case the contract shall be terminated without penalty, the balance of services performed remaining due.

26.4 — Subcontracting. Recourse by the provider to subcontractors or partners (cf. Article 13.6) does not constitute an assignment of the contract and is not subject to the client's consent, provided that the provider retains full contractual responsibility towards the client.

Article 27 — International taxation (VAT)

27.1 — General regime. As long as the provider benefits from the VAT base exemption regime under Article 293 B of the French CGI, no French VAT is charged and the statement “VAT not applicable, art. 293 B of the CGI” appears on invoices (cf. Article 7).

27.2 — Professional clients established in the European Union (outside France). For B2B services provided to a taxable person established in another EU Member State, VAT is due by the recipient in their state of establishment, by reverse charge mechanism. Mandatory statement on the invoice: “Reverse charge — VAT due by the recipient, art. 196 Directive 2006/112/EC”. The client shall communicate their intra-community VAT number to the provider; failing this, the service may be treated as a B2C operation.

27.3 — Clients established outside the European Union. For services provided to a client (professional or consumer) established outside the European Union (notably Switzerland, United Kingdom, United States, Canada), the service is located outside the scope of French VAT in accordance with Article 259-1° of the French CGI. Mandatory statement on the invoice: “Service outside the scope of French VAT, art. 259-1° CGI — Service rendered to a recipient established outside the EU”. The client alone is responsible for any VAT declaration in their country.

27.4 — Evolution of regime. In case of loss of the VAT base exemption (exceeding the thresholds of Article 293 B of the CGI), these provisions are updated as soon as possible and the client is informed in writing. French VAT then applies for clients established in France and for operations within the scope of French VAT.