General terms and conditions of sale
These general terms and conditions of sale (the “Terms”) apply to the website design services and related services offered by Abel Goupil, sole proprietorship (entrepreneur individuel, micro-entrepreneur regime), France, trading as “Riviera Web Studio”, SIRET (French business registration number) 839 289 063 00035, business address: 6 rue Nationale, 28140 Orgères-en-Beauce (the “Service Provider”) to any business customer placing an order (the “Client”).
VAT not applicable, article 293 B of the French General Tax Code. All prices are net.
Contact: contact@rivierawebstudio.com · +33 7 67 17 45 99 · https://rivierawebstudio.com
Article 1 – Definitions
- “Client”: the natural or legal person who orders a Service for the purposes of their business, and whose identity appears on the Quote.
- “Quote”: the Service Provider’s written proposal, which sets out the chosen Package, any options, the price, the indicative schedule and the number of rounds of revisions.
- “Contract”: the accepted Quote together with these Terms. If the two conflict, the Quote prevails.
- “Package”: one of the three website design offers described in Article 4.
- “Monthly Plan”: the optional service described in Article 6.
- “Website”: the website built by the Service Provider for the Client.
- “Client Content”: the texts, photos, logos, videos and other materials the Client gives the Service Provider to build the Website.
- “Services”: all the services provided by the Service Provider under the Contract.
Article 2 – Scope
The Services are reserved for business customers: shopkeepers, tradespeople, restaurant owners, freelancers, companies and associations. The Client declares that it is ordering for the purposes of its business. The Service Provider does not sell to consumers.
The Terms are attached to the Quote and available at any time at https://rivierawebstudio.com/en/terms (French original: https://rivierawebstudio.com/cgv). By accepting the Quote, the Client acknowledges having read them and accepts them without reservation. They prevail over the Client’s own purchasing terms, unless the Service Provider agrees otherwise in writing.
The applicable version is the one in force on the date the Quote is accepted.
Article 3 – Quote and order
The first conversation and the Quote are free of charge and do not commit the Client. The Quote is valid for the period it states or, failing that, for thirty (30) days from its date of issue.
The order is firm once the Client has accepted the Quote in writing (handwritten or electronic signature, or express agreement by email) and the Service Provider has received the deposit provided for in Article 8. Where the Client benefits from the right of withdrawal described in Article 9, the deposit is collected under the conditions set out in that article.
Any request not included in the Quote (additional page, new feature, change of direction after approval) is subject to a supplementary quote.
Article 4 – Website design Packages
The Service Provider offers three Packages. On the date of this version, their public prices are as follows:
- Essential Package (“Essentiel”, one-page website): €990;
- Showcase Package (“Vitrine”, website of 5 to 6 pages): €1,890;
- Premium Package (website of 10 pages or more, English version and booking or ordering module included): €3,490.
The detailed content of each Package (pages, features, options) is presented on the home page of https://rivierawebstudio.com and reproduced in the Quote. The offers may change: only the Quote accepted by the Client binds the parties, for both content and price.
Anything not mentioned in the Quote is not included in the price.
Article 5 – Building the Website
5.1 Client Content and cooperation
The Client gives the Service Provider the necessary Client Content (texts, photos, logo, practical information) in a usable format. The Client appoints a contact person, answers the Service Provider’s questions and approves each stage within a reasonable time.
5.2 Timescales
The timescales stated in the Quote are indicative. They run from receipt of the deposit and of all the Client Content. Any delay by the Client in providing content, replying or giving approvals pushes the schedule back accordingly.
Exceeding the indicative timescales does not give rise to any penalty, compensation or cancellation of the order, without prejudice to the right of termination provided for in Article 13 in the event of a serious breach by the Service Provider.
5.3 Revisions
The number of rounds of revisions included in the price is defined in the Quote. Requests beyond that number, or that change what has already been approved, are subject to a supplementary quote.
5.4 Delivery and approval
Once the Website is finished, the Service Provider presents it to the Client on a preview address: this is delivery. The Client has the period stated in the Quote or, failing that, fifteen (15) days to approve the Website or send its revision requests in writing, within the limit of the agreed rounds of revisions.
If the Client does not reply within fifteen (15) days of a written reminder from the Service Provider, the Website is deemed approved. A request to go live also counts as approval.
5.5 Going live
The Website goes live after payment of the balance, unless the Quote provides a different schedule (Article 8).
5.6 Fixes after going live
For thirty (30) days after going live, the Service Provider fixes free of charge the defects the Client reports in writing, meaning reproducible malfunctions of the Website compared with what the Quote provides. This commitment does not cover defects caused by work done on the Website by the Client or a third party, by a third-party service or by a use not provided for in the Quote.
Article 6 – Monthly Plan (optional)
In addition to the design of the Website, the Client may take out a Monthly Plan covering hosting of the Website, its domain name, its maintenance and small changes. The exact scope of the Monthly Plan, in particular what counts as a small change, is specified in the Quote.
On the date of this version, the Monthly Plan is offered at €39, €49 or €79 per month depending on the offer. The amount applicable to the Client is stated in the Quote.
6.1 No minimum term
The Monthly Plan is entered into for an indefinite period, with no minimum term. The Client may cancel it at any time, without giving a reason and at no cost, in writing (an email is enough). Cancellation takes effect at the end of the current month; that month remains payable.
The Service Provider may end the Monthly Plan, or revise its price, by giving the Client at least two (2) months’ written notice. A Client who refuses the new price may cancel under the conditions above, before it comes into force.
6.2 Hosting and domain name
Hosting and the domain name are provided through specialised third-party providers. The Service Provider uses reasonable means to keep the Website accessible, but cannot guarantee uninterrupted operation.
The domain name is registered on behalf of the Client, who remains its rightful holder. It is transferred to the Client on first request, subject to payment of the sums due.
6.3 Non-payment
In the event of non-payment, and after written formal notice has remained without effect for fifteen (15) days, the Service Provider may suspend the Monthly Plan and then terminate it. The source code and access details are then handed over under the conditions of Article 7.
Article 7 – Without a Monthly Plan, or after it ends
If the Client does not take out the Monthly Plan, or when it ends, the Service Provider hands over to the Client the source code of the Website and the access details needed to run it (including transfer of the domain name, if the Service Provider was managing it), provided the price for designing the Website has been paid in full.
The Client then hosts the Website itself, at its own cost and under its own responsibility: choice of host, renewal of the domain name, updates, backups and security. The Service Provider no longer provides hosting or maintenance; any later work is subject to a quote.
Some features may rely on third-party services (booking, online ordering, form, maps). Their terms and any costs, as stated in the Quote, remain the Client’s responsibility.
Article 8 – Price and payment
8.1 Prices
Prices are stated in euros. VAT not applicable, article 293 B of the French General Tax Code: prices are net, with no VAT. The applicable price is that of the accepted Quote.
If the Service Provider became liable for VAT during a Monthly Plan, VAT would be added to the monthly price at the rate in force. The Client would be informed in advance and could cancel under the conditions of Article 6.1.
8.2 Website design
- 40% of the price on ordering, as a deposit;
- 60% on delivery of the Website (Article 5.4), before it goes live.
At the Client’s request, the design price may be paid in three instalments at no extra cost. The instalment dates and the moment the Website goes live are then set out in the Quote.
8.3 Monthly Plan
The Monthly Plan is invoiced every month from the date the Website goes live, as set out in the Quote.
8.4 Payment terms
Invoices are payable on receipt, by bank transfer or by any other means stated in the Quote. No discount is granted for early payment.
8.5 Late payment
Any sum not paid by its due date automatically incurs, from the following day and without prior reminder, late-payment interest at three times the French legal interest rate in force. A fixed recovery fee of €40 is also due automatically (Articles L441-10 and D441-5 of the French Commercial Code). If the recovery costs actually incurred exceed that amount, the Service Provider may claim additional compensation on presentation of supporting documents.
In the event of late payment, the Service Provider may also suspend the Services in progress and postpone going live, after informing the Client in writing.
Article 9 – Right of withdrawal for certain business customers
9.1 Who is concerned
In principle, a business customer has no right of withdrawal. By way of exception, Article L221-3 of the French Consumer Code grants that right to a Client who meets the following three conditions:
- the Contract is concluded off-premises within the meaning of Article L221-1 of the French Consumer Code, that is, essentially, in the physical presence of both parties in a place that is not where the Service Provider usually carries on business (for example on the Client’s own premises), or immediately after the Client was approached in such a place;
- the subject matter of the Contract falls outside the scope of the Client’s main business activity;
- the Client employs no more than five employees.
A Contract concluded entirely at a distance (email, telephone, video call), with no prior off-premises meeting, does not give rise to a right of withdrawal.
9.2 Period and how to withdraw
A Client who qualifies may withdraw, without giving a reason, within fourteen (14) days of the conclusion of the Contract, that is, of its acceptance of the Quote.
To withdraw, the Client sends the Service Provider, before that period expires, the form reproduced in Article 9.6 or any other unambiguous statement, by email to contact@rivierawebstudio.com or by post to the following address: 6 rue Nationale, 28140 Orgères-en-Beauce.
9.3 Collection of the deposit
Where the Client benefits from this right of withdrawal, the Service Provider does not collect any payment before the expiry of a period of seven (7) days from the conclusion of the Contract (Article L221-10 of the French Consumer Code).
9.4 Starting work before the period ends
The Service Provider only starts building the Website before the end of the fourteen-day period if the Client expressly asks for this in writing (a statement on the Quote or an email). In that case:
- if the Client withdraws after work has started, it pays the Service Provider an amount proportionate to the work carried out up to the time it communicated its decision, calculated on the total price of the Quote (Article L221-25 of the French Consumer Code);
- the right of withdrawal can no longer be exercised once the Website has been fully completed, provided that work started with the Client’s prior express consent and the Client acknowledged that it would lose its right of withdrawal once the Service was complete (Article L221-28, 1° of the French Consumer Code).
9.5 Refund
In the event of withdrawal, the Service Provider refunds the sums received from the Client, less, where applicable, the amount provided for in Article 9.4, no later than fourteen (14) days after being informed of the Client’s decision. The refund is made at no cost, using the same means of payment as the Client used, unless the Client agrees to another means.
9.6 Model withdrawal form
A Client who qualifies may copy and complete the following text:
“For the attention of: Abel Goupil, Riviera Web Studio, 6 rue Nationale, 28140 Orgères-en-Beauce, contact@rivierawebstudio.com. I hereby give notice that I withdraw from the contract for the provision of the following service: [description of the service]. Ordered on: [date the quote was accepted]. Name of the Client: [name]. Address of the Client: [address]. Date: [date]. Signature of the Client (only if this form is sent on paper).”
Article 10 – Intellectual property
10.1 The Website belongs to the Client
Upon full payment of the design price, the Service Provider assigns to the Client, on an exclusive basis, all the economic rights of authorship in the elements created specifically for it: the code developed for the Website, its design (mock-ups, graphics, layout) and the content written or created by the Service Provider.
This assignment covers the rights of reproduction, performance, adaptation, modification and translation, on all media and by all means, for any use, including commercial use, worldwide and for the entire legal term of copyright protection. Its price is included in that of the Package. The Client may therefore develop the Website freely, itself or through a third party.
Until full payment, the Service Provider remains the sole holder of these rights.
10.2 Open-source components and third-party elements
The Website includes open-source components and, where applicable, third-party elements (software libraries, fonts, icons, licensed images). These elements remain subject to their own licences, which the Client undertakes to comply with. The Service Provider provides the list on request.
10.3 The Service Provider’s know-how
The Service Provider retains its know-how, methods, tools and the generic components it developed independently of the Client’s project, and may reuse them. For those built into the Website, it grants the Client a non-exclusive right to use and modify them, for the same term and territory as the assignment above.
10.4 Client Content
The Client remains the owner of the Client Content. It authorises the Service Provider to use it to build the Website. It warrants that it holds all the necessary rights in that content (copyright, trademarks, image rights of the people photographed) and bears the consequences of any third-party claim relating to it.
10.5 Reference
The Service Provider may mention the Client’s name and logo and show the Website (screenshots, link) among its work, on its own website and in its sales materials. The Client may object at any time in writing; the Service Provider then removes the reference within a reasonable time.
Article 11 – Commitments and liability
11.1 The Service Provider’s commitments
The Service Provider performs the Services with care, in accordance with the Quote and with good professional practice. It is bound by a best-efforts obligation (obligation de moyens).
The Service Provider applies good technical practice for search engine optimisation, but does not guarantee any ranking in search engine results, any level of traffic or any revenue.
11.2 The Client’s responsibility
The Client is responsible for the content published on the Website and for making sure its business complies with the rules that apply to it: legal notice on its own website, price information, the regulations of its sector, protection of its customers’ data. Any templates or guidance the Service Provider may provide on these matters do not constitute legal advice.
The Client keeps a copy of the Client Content it gives the Service Provider.
11.3 Third-party services
The Service Provider is not liable for interruptions, failures or changes in the terms of the third-party services on which the Website depends (host, domain name registrar, booking or ordering module, maps, social networks).
11.4 Limitation of liability
The Service Provider can only be held liable for direct and foreseeable damage resulting from a proven breach of its obligations. Its liability does not cover indirect damage, such as loss of revenue, customers, data or reputation.
It is limited, for all damage combined, to the amount actually paid by the Client under the Contract; for the Monthly Plan, to the amount paid during the twelve (12) months preceding the damage.
These limits do not apply in the event of gross negligence or wilful misconduct by the Service Provider, nor where the law prohibits them.
Article 12 – Personal data
12.1 The Client’s data
The Service Provider processes the personal data of the Client and its contacts (identity, contact details, invoicing data) to prepare the Quote, perform the Contract and keep its accounts. Details of this processing and of individuals’ rights are set out in the privacy policy: https://rivierawebstudio.com/en/privacy.
12.2 Data collected by the Client’s Website
The Client is the data controller for the personal data collected by its Website (contact form messages, bookings, orders). It is up to the Client to inform its own visitors and to comply with the applicable regulations.
Where the Service Provider hosts or maintains the Website under the Monthly Plan, it may have access to that data on the Client’s behalf. It then acts as a processor within the meaning of Article 28 of Regulation (EU) 2016/679 (GDPR). The processing covers the data of the Client’s visitors and customers (identity, contact details, content of messages, bookings or orders), for the duration of the Monthly Plan, solely for the purposes of hosting and maintaining the Website. The Service Provider undertakes to:
- process that data only on the Client’s written instructions and solely for the purposes of the Services;
- keep it confidential and implement appropriate security measures;
- use only sub-processors that offer sufficient guarantees (host, form or booking provider), which the Client authorises in general terms; the Service Provider provides the list on request and informs the Client of any change, so that it can object;
- help the Client, as far as possible, to respond to requests from data subjects and to meet its own security obligations;
- inform the Client without undue delay of any personal data breach it becomes aware of;
- at the end of the Services, return or delete that data, as the Client chooses;
- make available to the Client the information needed to demonstrate compliance with these commitments.
Article 13 – Cancellation and termination
13.1 Cancellation by the Client
Apart from the right of withdrawal in Article 9, if the Client cancels its order before delivery of the Website, the deposit paid is retained by the Service Provider. If the work already carried out exceeds the value of the deposit, the difference is invoiced to the Client in proportion to progress.
13.2 Termination for breach
Either party may terminate the Contract if the other seriously breaches its obligations and does not remedy the breach within fifteen (15) days of written formal notice. The sums corresponding to work already carried out remain due.
13.3 Abandoned project
If the Client does not provide the Client Content or stops replying for two (2) months after a written reminder, the Service Provider may terminate the Contract. It keeps the sums already received and, where applicable, invoices the work carried out beyond them.
Article 14 – Force majeure
Neither party is liable for a delay or failure to perform caused by a force majeure event within the meaning of Article 1218 of the French Civil Code. The party affected informs the other as soon as possible. If the event lasts more than two (2) months, either party may terminate the Contract in writing; work already carried out remains due.
Article 15 – Confidentiality
Each party keeps confidential the non-public information the other gives it for the performance of the Contract (business data, access details, login credentials) and uses it only for that purpose. This commitment continues for two (2) years after the end of the Contract.
Article 16 – General provisions
The parties are independent of each other: the Contract does not create any partnership, agency or relationship of subordination between them.
The parties agree that emails and electronically signed documents count as written documents and may be used as evidence between them.
If a clause of the Terms is declared void or unenforceable, the other clauses remain in force. A party’s failure to rely on a clause does not amount to a waiver of the right to rely on it later.
The Service Provider may amend the Terms. The new version applies to Quotes accepted after its publication. For a Monthly Plan in progress, it applies after the Client has been informed in writing; the Client may cancel under the conditions of Article 6.1 if it refuses the new version.
Article 17 – Governing law, language and disputes
The Contract is governed by French law. It is drawn up in French. This English translation is provided for information only: the French version is the only binding version and prevails in the event of any discrepancy.
In the event of a disagreement, the parties first seek an amicable solution: the Client sends its complaint in writing to the Service Provider, which replies as soon as possible.
Failing an amicable agreement within thirty (30) days of the complaint, the dispute is brought before the French courts having jurisdiction under the statutory rules on jurisdiction.
As the Services are reserved for business customers, the consumer mediation scheme does not apply.