Terms of Service

1. Purpose and scope

These Terms of Service (hereinafter the "Terms") govern all contractual relationships between YOUR DIGITAL HUB SASU (hereinafter the "Provider"), a French simplified one-person joint-stock company with its registered office at 32 rue des Marjoberts, 95000 Cergy, France, registered with the trade and companies register of Pontoise under SIRET 942 406 265 00010, and any legal entity that orders services (hereinafter the "Client").

Covered services include custom PHP application development, technical audits, migrations, cybersecurity, performance optimization, managed hosting, software architecture, artificial intelligence integration, engineering consulting and fractional tech leadership.

Any order implies the Client's full and unreserved acceptance of these Terms, which prevail over any other document issued by the Client, in particular its general purchasing conditions. Any derogation must be the subject of a written agreement signed by both parties.

2. Definitions

• Client: the legal entity ordering the Services.
• Provider: YOUR DIGITAL HUB SASU.
• Service: any service provided by the Provider under the Contract, including consulting, design, development, acceptance testing, maintenance and support.
• Deliverable: any tangible or intangible element produced by the Provider as part of the Service, including source code, diagrams, documentation and reports.
• Quote: the priced document describing the Service and contractually binding its scope, price and schedule once accepted.
• Contract: the set formed by the accepted Quote, these Terms, and where applicable any signed special conditions and annexes.

3. Ordering process

Every Service is subject to a detailed Quote sent to the Client. The Quote describes the scope, expected deliverables, schedule, billing method and price. Its validity period is specified on the document and defaults to thirty (30) calendar days.

An order is formed by the Client signing the Quote, together with a purchase order where applicable. When the Service requires access to confidential information, a mutual non-disclosure agreement (NDA) is signed before work starts.

Effective start of the Service is conditional on receipt of the deposit provided for in section 4 and on the Client providing the necessary information and access.

4. Price and payment terms

Prices are expressed in euros, excluding taxes. French VAT at the rate in force (20% at signature date) is added to the excluding-tax price when due.

Unless otherwise stated in the Quote, payment terms are as follows:

• Deposit of 30% of the total excluding-tax amount on signature of the Quote, prior to kick-off.
• Monthly billing or per-deliverable billing for the balance, depending on the type of Service (time and materials, fixed price, subscription).
• Payment deadline of thirty (30) net days from invoice date, by bank transfer.

In the event of late payment, penalties are due as of right from the day following the due date, without the need for a reminder. Their rate is set at three (3) times the legal interest rate in force, in accordance with article L.441-10 of the French Commercial Code.

A lump-sum recovery-cost indemnity of forty (40) euros is also due, in accordance with articles L.441-10 and D.441-5 of the French Commercial Code. Additional compensation may be claimed, on justification, when actual recovery costs exceed that lump sum.

In the event of a payment delay exceeding fifteen (15) days after a formal notice has been left unanswered, the Provider reserves the right to suspend performance of ongoing Services, without such suspension being qualified as a contractual breach.

5. Duration and termination

5.1. Fixed-price engagements

Fixed-price engagements run over the duration set out in the Quote. The Contract ends as of right upon delivery of the last Deliverable and full payment of the price.

5.2. Time-and-materials engagements

Time-and-materials engagements run during the period indicated in the Quote, renewable by written agreement. Each party may terminate at any time by giving thirty (30) calendar days' written notice; Services performed up to the effective end date remain due.

5.3. Managed services and subscriptions

Managed services, managed hosting or fractional tech leadership contracts are concluded for an initial term specified in the Quote (typically twelve (12) months), tacitly renewed for equal periods. Each party may terminate at the end of the current period by written notice giving three (3) months' notice.

5.4. Termination for breach

In the event of a serious breach of its contractual obligations by either party, not remedied within thirty (30) days of receipt of a formal notice sent by registered mail with acknowledgement of receipt, the other party may terminate the Contract as of right, without prejudice to any damages due.

6. Provider's obligations

The Provider is bound by an obligation of means. It undertakes to perform the Services diligently and in accordance with the professional standards of its craft, deploying personnel whose skills match the nature and complexity of the Services.

The Provider further undertakes to:

• Maintain confidentiality of the information communicated to it, under the conditions set out in section 9.
• Maintain a professional civil liability insurance policy in force.
• Inform the Client without delay of any event likely to delay or prevent the normal performance of the Services.
• Document the Deliverables and enable a third party to take over at the end of the Service (reversibility).

7. Client's obligations

The Client undertakes to provide the Provider, within the agreed timeframes, with all information, documents, technical access and decisions necessary to perform the Services. It appoints a single point of contact authorized to validate deliverables and operational decisions.

The Client performs acceptance of the Deliverables within the timeframes agreed in the Quote. Absent a written response within ten (10) business days following availability, the Deliverable is deemed accepted.

The Client undertakes to pay invoices by their due date in accordance with section 4.

8. Intellectual property

8.1. Transfer of economic rights on Deliverables

Upon full payment of the price of the Services, the Provider transfers to the Client, on an exclusive basis, all economic rights attached to Deliverables specifically developed for the Client. This transfer covers rights of reproduction, representation, adaptation, translation, modification and exploitation, for the legal protection period, worldwide, on all media and through all known or future distribution modes.

Until full payment has been made, the Client benefits from a non-exclusive license strictly limited to the development and acceptance phase, without any commercial exploitation.

8.2. Pre-existing tools and third-party components

The transfer provided for in 8.1 does not extend to the Provider's tools, frameworks, libraries, open-source components or internal tools that pre-existed the Service or are independent of its order. These elements are, where necessary, the subject of a license of use granted to the Client for the operation of the Deliverable.

Open-source components integrated by the Provider remain governed by their respective licenses (notably MIT, BSD, Apache 2.0, GPL, LGPL), communicated to the Client on request.

8.3. Know-how and references

The Provider retains full ownership of its know-how, methodologies, templates and internal tools. It reserves the right to mention the Client's name and the nature of the Service as a commercial reference, unless the Client objects in writing.

9. Confidentiality

Each party undertakes to treat as strictly confidential all technical, commercial, organizational, financial or strategic information communicated to it by the other party under the Contract, whether identified as such or confidential by nature.

This confidentiality undertaking applies throughout the term of the Contract and for a period of five (5) years after its end. It does not extend to information that (i) was known to the receiving party before communication, (ii) has fallen into the public domain through no fault of that party, (iii) was communicated by a third party without a confidentiality obligation, or (iv) must be communicated pursuant to a legal or regulatory obligation.

On request, the parties may sign a dedicated mutual NDA covering the most sensitive information prior to any exchange.

10. Liability

The Provider is bound by an obligation of means. Its liability can only be engaged in the event of proven fault by the Client.

The Provider's total liability, on any grounds whatsoever, for direct damages suffered by the Client under the Contract is expressly limited to the total amount excluding taxes invoiced to the Client for the Service concerned during the twelve (12) months preceding the event giving rise to the damage.

Indirect, intangible or consequential damages are excluded from any compensation, in particular loss of turnover, loss of operating profit, loss of data (without prejudice to legal obligations), loss of customers, damage to image or reputation.

This limitation does not apply in the event of willful misconduct, gross negligence, personal injury or other cases where the law prohibits limitation of liability.

11. Force majeure

Neither party may be held liable for a breach of its contractual obligations resulting from a force majeure event within the meaning of article 1218 of the French Civil Code. The affected party shall inform the other party as soon as possible. If the event persists for more than sixty (60) calendar days, either party may terminate the Contract as of right, without compensation.

12. Personal data

When the Provider processes personal data on behalf of the Client, it acts as a processor within the meaning of article 28 of the GDPR. A dedicated Data Processing Agreement (DPA) is provided on request from the Client and annexed to the Contract.

The Provider undertakes to implement technical and organizational measures appropriate to the nature of the data processed and the risks involved, in accordance with article 32 of the GDPR.

Processing of personal data relating to the Client's representatives is described in the privacy policy.

13. Governing law and disputes

These Terms are governed by French law.

In the event of a dispute relating to the interpretation or performance of the Contract, the parties undertake to seek an amicable solution prior to any contentious action. Failing agreement within thirty (30) days of notification of the dispute, the matter will fall within the exclusive jurisdiction of the courts of Pontoise, including in the event of multiple defendants or third-party claims.

Document current as of 19 April 2026. Version 1.0. These Terms may be the subject of contractual adaptation through an accepted Quote.