Terms & Conditions

Last update: December 2, 2025

These Terms & Conditions (hereinafter the "T&C") are entered into between:

The signature of a quote or purchase order by the Client constitutes full and complete acceptance of these T&C, to the exclusion of any other condition.

The Provider reserves the right to modify these T&C at any time. The applicable T&C are those in force on the date of signature of the quote.

1. Purpose

These T&C are intended to define the conditions under which the Provider provides the Client with digital services, including:

• website creation,
• custom web development,
• integration, web design,
• technical maintenance and hosting,
• digital support and advice,

as described in the quote accepted by the Client.

2. Service description

The precise characteristics of the services (functional scope, deliverables, deadlines, options, possible maintenance, etc.) are detailed in the quote or commercial proposal established by the Provider.

Only the elements clearly mentioned in the quote are part of the Provider's contractual commitment.

Any additional request or modification of the initial scope will result in a new quote or an amendment.

3. Pricing

Prices are expressed in euros excluding tax (excl. tax).

The applicable rates are those indicated in the quote accepted by the Client. The Provider reserves the right to modify its rates in the future, without retroactive effect on contracts already signed.

Any additional costs (third-party technical fees, licenses, fonts, paid image banks, etc.) are specified in the quote or invoiced separately when necessary.

3.1. Annual maintenance (example)

If provided for in the quote, a maintenance/hosting offer may include:

• hosting renewal for 12 months,
• domain name renewal for 12 months,
• security updates (CMS, extensions, etc.),
• regular backups,
• SSL certificate monitoring,
• limited technical support according to the conditions defined in the quote.

The amount of this maintenance is specified in the quote (for example: €290 excl. tax / year).

4. Order and payment terms

The order is deemed firm and final from the date of signature of the quote by the Client (handwritten or electronic signature, or explicit written validation).

Payment terms (down payment, schedule, balance, deadlines) are specified in the quote.

As an indication, the Provider may provide for:

• a down payment upon order,
• one or more intermediate payments,
• a balance upon delivery or online launch.

Any late payment may result, after formal notice, in the suspension of services in progress, without prejudice to any late interest and collection costs in accordance with applicable legislation.

5. Contract duration – Website creation (12 months)

For website creation services, unless otherwise stated in the quote, the contract is entered into for a fixed term of 12 months from the date:

• either of signature of the quote,
• or of the website going online, if this is specified in the quote.

During this 12-month period, the Client:

• undertakes to pay the full amounts provided for in the quote,
• may not require the delivery or complete transfer of the source code to another provider without respecting the conditions provided for in the "Intellectual Property" article.

At the end of the 12-month period, the contract may:

• either terminate automatically,
• or be renewed (tacit renewal or new contract), according to what is indicated in the quote.

6. Intellectual Property – CODYXO proprietary code

6.1. Ownership of developments, code and tools

The Client acknowledges that:

• all source code,
• modules, templates, libraries, scripts,
• internal tools, technical architectures, reusable components,
• as well as any know-how developed or used by the Provider,

are and remain the exclusive intellectual property of Holding Honore (CODYXO), unless expressly stated otherwise in writing.

No provision of the contract entails automatic transfer of intellectual property rights to the Client.

6.2. License granted to the Client

Subject to full payment of the amounts due, the Provider grants the Client a non-exclusive, non-transferable and non-assignable right to use the website created for the needs of its activity, including:

• the right to operate the site,
• the right to make it accessible to the public,
• the right to use the features provided for in the quote.

However, the Client is not authorized, except with written agreement from the Provider, to:

• resell the code,
• transfer it to a third party,
• reuse it for other projects or other sites,
• decompile it or attempt to extract the technical components to reuse them independently.

6.3. Content provided by the Client

The Client guarantees that it holds the necessary rights to all content it provides to the Provider (texts, photos, videos, logos, files, etc.) and assumes sole responsibility for this content.

6.4. Code transfer to another provider

In case of express request from the Client to:

• transfer all or part of the source code to another provider,
• facilitate the technical takeover of the project by a third party,
• provide technical access, specific exports, documentation or any element allowing another provider to take over development,

the Client acknowledges that:

• Any transfer or provision of code by Holding Honore (CODYXO) requires prior written agreement from the Provider.
• This operation results in the invoicing of a flat rate of €400 excl. tax (four hundred euros excluding tax), covering in particular:
  • preparation time,
  • structuring of the files provided,
  • transmission of access,
  • minimal assistance with the takeover.
• This flat rate is due before the effective transmission of the elements to the third-party provider.
• The Provider has no obligation to provide support or assistance to the third-party provider beyond this flat rate, except by specific agreement (billed on a time basis or additional flat rate).

This clause is intended to protect the know-how of Holding Honore (CODYXO) and strictly frame the conditions under which a third party may be required to take over technical developments.

7. Liability

The Provider is bound by an obligation of means.

It cannot be held responsible in particular for:

• disruptions or interruptions of the Internet network,
• attacks, viruses, intrusions or security flaws from third parties,
• failure of a host or third-party provider,
• misuse of the site by the Client or its own providers,
• data loss due to the Client or a third party.

The Provider is only liable for proven direct damages resulting from a fault exclusively attributable to it.

Excluded from any compensation are:

• loss of revenue,
• loss of customers,
• damage to brand image,
• data loss not backed up by the Client,
• any indirect commercial damage.

In any case, and if the Provider's liability were to be retained, the overall compensation would be strictly limited to the total amount actually paid by the Client for the services during the relevant contractual period.

8. Personal data

In the context of its services, the Provider may process personal data on behalf of the Client or for the management of the contractual relationship.

The Provider undertakes to comply with applicable data protection regulations (GDPR, Data Protection Act).

The Client is informed that it has a right of access, rectification, opposition and deletion of data concerning it, which it can exercise with the Provider at the coordinates indicated on the site or in the quote.

9. Archiving – Proof

The Provider keeps quotes, orders and invoices on a reliable and durable medium, which can be produced as proof.

The Provider's computerized records will be considered by the parties as proof of communications, orders, payments and transactions between them.

10. Termination – End of contract

10.1. Website creation (12-month contract)

The website creation contract is entered into for a fixed term of 12 months.

Unless otherwise specified in the quote:

• the Client cannot require a refund in case of early termination on its part;
• the full amounts provided for in the quote remain due;
• the complete delivery of the code to another provider is subject to the conditions of the article "Code transfer to another provider".

If a renewal is provided for (tacit or not), the terms (duration, termination conditions, notice) are specified in the quote.

10.2. Termination for breach

In case of serious breach by one of the parties to its obligations, not remedied within 30 days from the sending of a written formal notice, the other party may terminate the contract by operation of law, without prejudice to amounts already due.

11. Applicable law – Disputes

These T&C are subject to French law.

In case of dispute relating to the interpretation or execution of these, the parties will first seek an amicable solution.

Failing that, exclusive jurisdiction is attributed to the courts of the jurisdiction of the registered office of Holding Honore, even in case of multiple defendants or guarantee appeal.

12. Mediation (if Client is a consumer)

If the Client has consumer status, it is informed that it can freely resort to a consumer mediator for the amicable resolution of any dispute.

The contact details of the competent mediator will be communicated upon request or mentioned on the Holding Honore (CODYXO) website.