Terms of Sale

1. Purpose

The purpose of these General Terms and Conditions of Sale is to define the conditions under which WaveTropy Labs, an independent technological studio specializing in digital solution development, provides its clients with conception, development, maintenance, hosting, consulting, integration, automation, data engineering, and applied artificial intelligence services.

WaveTropy Labs operates in particular in the development of websites, web platforms, business applications, internal interfaces, management tools, dashboards, data processing systems, SaaS solutions, software modules, API integrations, and technical maintenance services.

The studio's positioning is based on a software engineering approach, advanced web development, data science, applied artificial intelligence, and algorithmic experimentation.

These Terms of Sale apply to any order placed by a professional client, unless otherwise specified in a quote, a service contract, a commercial proposal, or specific conditions signed between the parties.

2. Definitions

• [ Provider ] WaveTropy Labs.
• [ Client ] Any legal entity or natural person acting for professional purposes requesting the Provider's services.
• [ Services ] All services provided, including consulting, design, development, integration, deployment, maintenance, assistance, hosting, and technical administration.
• [ Deliverable ] Any element delivered to the Client: website, application, interface, software module, source code, documentation, mockup, report, file, configuration, or technical architecture.
• [ Subscription ] Recurring service billed monthly, associated with a semi-annual or annual commitment.

3. Scope of Application

These Terms of Sale apply primarily to business-to-business relations.

They govern the services provided by WaveTropy Labs to its Clients, whether they are commercial companies, associations, sole proprietorships, micro-entrepreneurs, independent professionals, local authorities, public bodies, or natural persons, subject to mandatory provisions applicable according to their legal status.

When the Client acts for professional purposes, these Terms of Sale apply in their professional version.

When the Client acts as a consumer or non-professional, certain specific provisions of the French Consumer Code (Code de la consommation) may apply, notably regarding pre-contractual information, the right of withdrawal, tacit renewal, electronic termination, consumer mediation, and unfair terms.

3 bis. Client Status

These Terms of Sale are primarily intended for Clients acting for professional purposes.

However, WaveTropy Labs may contract with natural persons, associations, sole proprietorships, micro-entrepreneurs, independent professionals, or similar structures.

When the Client acts within the scope of their professional, commercial, industrial, craft, liberal, associative, entrepreneurial, or institutional activity, they are considered a professional Client under these Terms of Sale.

4. Contractual Documents

5. Order and Validation

Every service is subject to a quote, a commercial proposal, or a contract specifying in particular the nature of the services, the scope of intervention, the expected deliverables, the indicative deadlines, the financial conditions, the duration of the commitment, and any maintenance terms.

The order is deemed firm and final upon the occurrence of any of the following events: signature of the quote, signature of the contract, payment of the deposit, written validation by email, or the actual start of the service with the Client's agreement.

6. Collaboration Modalities

The Provider operates according to a structured approach including, depending on the project, a scoping phase, a design phase, a development phase, a testing phase, a deployment phase, and a maintenance phase.

The Client agrees to provide the Provider with all information, content, access, validations, documents, business constraints, graphic elements, and data necessary for the proper execution of the service.

7. Services Offered

8. Monthly Subscriptions

WaveTropy Labs may offer services in the form of a monthly subscription.

The subscription may include, depending on the plan chosen, corrective maintenance, developmental updates, assistance, hosting, supervision, updates, bug fixes, server management, or recurring technical support services.

9. Engagement Duration

Unless otherwise specified, subscriptions are concluded for a minimum duration of six months or twelve months, depending on the plan chosen by the Client.

During the minimum engagement period, the Client is bound to pay all monthly installments provided in the contract, except in the case of gross negligence by the Provider or a written agreement to the contrary between the parties.

10. Renewal

At the end of the initial commitment period, the contract may be renewed by tacit agreement for an equivalent duration, unless terminated by either party in accordance with the contract.

Unless otherwise specified, the Client may refuse renewal by notifying their decision in writing at least thirty calendar days before the expiration of the contract.

10 bis. Tacit Renewal

When the contract is concluded with a Consumer or non-professional Client for a fixed term with a tacit renewal clause, WaveTropy Labs informs the Client in writing of their option not to renew the contract, in accordance with the French Consumer Code (notably Article L. 215-1).

11. Termination

The contract may be terminated at its expiration by either party, subject to compliance with the notice period specified in the quote, the contract, or these Terms of Sale.

In the event of a material breach by one of the parties of its contractual obligations, the other party may terminate the contract after a written notice remains unsuccessful for fifteen calendar days.

11 bis. Electronic Termination

When the contract can be concluded electronically, WaveTropy Labs provides the Consumer or non-professional Client with a simple, direct, and accessible electronic termination process, in accordance with applicable regulations.

12. Prices

Prices are expressed in Euros, exclusive of taxes (HT), unless otherwise specified.

Expenses related to third-party services, such as domain names, hosting, SaaS tools, APIs, stock photos, fonts, software licenses, paid modules, or cloud services, are at the expense of the Client, unless otherwise specified.

13. Billing

One-off services may give rise to billing by deposit, milestone, or balance, as specified in the quote.

Invoices are transmitted electronically, unless requested otherwise or under specific obligations.

14. Payment Terms

Unless otherwise specified, invoices are payable upon receipt or within a maximum of thirty days from their issue date.

Any late payment entails, without a reminder being necessary, the application of late penalties. The flat-rate recovery fee is set at €40 per overdue invoice, in accordance with French law.

14 bis. Consumer Payment

When the Client acts as a consumer or non-professional, the payment terms are specified in the quote or contract prior to any order confirmation.

15. Suspension

In the event of a late payment, the Provider reserves the right to suspend all or part of the ongoing services, after a written notification addressed to the Client.

16. Client Obligations

The Client acknowledges that the success of the project depends on their active collaboration. They must provide all necessary content, access, validations, and information on time.

17. Acceptance and Validation

Unless otherwise specified, the Client has a period of seven business days from delivery to make precise, objective, and documented written reservations. In the absence of reservations within this period, the deliverable is deemed accepted.

17 bis. Consumer Validation

The acceptance procedure cannot have the effect of depriving the Client of any mandatory legal guarantees that may be applicable.

18. Corrections and Evolutions

Corrections included in the price are limited to anomalies that prevent the deliverable from functioning in accordance with the validated contractual scope.

19. Maintenance

Maintenance may include corrective, preventive, and evolutionary components, support, supervision, and backups, depending on the plan selected.

20. Hosting and Third Parties

Unless otherwise specified, contracts concluded with hosting providers, registrars, or third-party suppliers are entered into directly between the Client and the suppliers concerned. WaveTropy Labs shall not be liable for interruptions attributable to a third-party supplier.

21. Intellectual Property

Unless otherwise specified, rights to the Provider's methods, know-how, and internal tools remain their exclusive property. Deliverables specifically developed are subject to an assignment or license as provided in the contract.

21 bis. Specific Orders

Rights granted to the Client on customized deliverables are those expressly provided for in the quote, the contract, or these Terms of Sale.

22. Provided Elements

The Client guarantees that they hold all necessary rights for the transmitted content and remains solely responsible for the published content.

23. Commercial References

Unless refused in writing, the Provider is authorized to mention the project in their commercial references and portfolio.

24. Confidentiality

Each party agrees to keep confidential all technical, commercial, or strategic information received from the other party.

25. Personal Data / GDPR

When the Provider processes data on behalf of the Client, the Client acts as data controller and the Provider as data processor under the GDPR.

25 bis. Client Personal Data

WaveTropy Labs may process certain personal data necessary for managing the contractual relationship (identity, billing, support).

26. IT Security

The Provider implements appropriate security measures, but the Client remains responsible for the security of their own access and credentials.

27. Backups

In the absence of a specific maintenance contract, the Client remains responsible for saving their own data and files.

28. Obligation of Means

The Provider is bound by an obligation of means. They do not guarantee any specific economic outcome (turnover, traffic, etc.).

28 bis. Consumer Information

WaveTropy Labs communicates all essential pre-contractual information regarding the service prior to concluding the contract with a consumer.

28 ter. Right of Withdrawal

The consumer Client may benefit from a withdrawal period of fourteen days for contracts concluded at a distance, subject to legal exceptions.

29. SEO and Performance

The Provider does not guarantee any specific search engine ranking, as these elements depend on third-party algorithms and competition.

30. Limitation of Liability

The Provider's liability is limited to direct and proven damages, and capped at the sums paid by the Client for the service concerned.

31. Force Majeure

Neither party can be held liable for a breach resulting from a force majeure event within the meaning of French law.

32. Reversibility

The Provider can assist the Client in the technical transition/reversibility of the project. This assistance constitutes a separate billable service.

33. Non-solicitation

The Client agrees not to solicit or hire any employees or partners of the Provider during the contract term and for twelve months thereafter.

34. Subcontracting

The Provider may use specialized subcontractors or freelancers to execute certain services.

35. Modification of Terms

The Provider reserves the right to modify these Terms of Sale at any time. The applicable Terms are those in force on the date of the order.

36. Partial Invalidity

If any clause is declared null or void, the remaining clauses shall remain fully applicable.

37. Applicable Law

These Terms of Sale are governed by French law.

38. Dispute Resolution

Any dispute will be submitted to the competent courts within the jurisdiction of the Provider's registered office, unless a mandatory legal provision dictates otherwise.

38 bis. Mediation

The consumer Client may recur free of charge to the consumer mediator MCP Médiation (https://mcpmediation.org/).

38 ter. Associations

The association's legal status is determined according to the purpose of the ordered service (professional or non-professional).

38 quater. Independent Contractors

Sole proprietorships and micro-entrepreneurs are presumed to act as professionals for services relating to their business activity.