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GENERAL TERMS AND CONDITIONS

ARTICLE 1 - SCOPE OF APPLICATION

These General Terms and Conditions (hereinafter referred to as "GTC") apply to all service contracts concluded by Elephantis (hereinafter referred to as "the Service Provider") with its professional or individual clients (hereinafter referred to as "the Client"). 

Any order for services implies the Client's unreserved acceptance of and full adherence to these GTC, which prevail over any other Client document.

ARTICLE 2 - DEFINITION OF SERVICES

The Service Provider offers IT consulting services including digital transformation consulting and implementation of information systems supporting this strategy, design and development of software and IT tools, operation and maintenance of IT solutions, non-continuous online and in-person training on IT solutions.

The precise nature of the services, their duration, and their price are defined in the quotation or commercial proposal accepted by the Client.

ARTICLE 3 - CONTRACT FORMATION

The contract is formed upon the Client's acceptance of the quotation established by the Service Provider. This acceptance may be evidenced by the signature of the quotation with the mention "Approved" or by a purchase order reproducing the elements of the quotation.

Any modification or cancellation of an order requested by the Client can only be considered if it is received in writing before the commencement of the services.

ARTICLE 4 - PRICES AND PAYMENT TERMS

4.1 Prices

The prices of the services are those detailed in the quotation or commercial proposal accepted by the Client. They are expressed in euros and are exclusive of VAT.

4.2 Deposit

A deposit corresponding to a percentage of the total amount of the service may be required upon signature of the quotation.

4.3 Payment Terms

Unless otherwise specified in the quotation, invoices are payable within 30 days from their date of issue.

Payments shall be made by bank transfer or by check payable to Elephantis.

4.4 Late Payment Penalties

In the event of late payment, penalties equal to three times the legal interest rate in force will be applied. These late payment penalties are due without the need for a reminder.

A fixed compensation for recovery costs amounting to 40 euros will be due in case of late payment, in accordance with Articles L.441-6 and D.441-5 of the French Commercial Code.

ARTICLE 5 - EXECUTION TIMEFRAMES

The execution timeframes indicated in the quotation are provided for informational purposes only and do not constitute a commitment by the Service Provider. However, the Service Provider undertakes to inform the Client of any foreseeable delay.

ARTICLE 6 - OBLIGATIONS OF THE SERVICE PROVIDER

The Service Provider undertakes to:

  • Exercise all necessary care and diligence in providing quality services
  • Implement appropriate technical and human resources for the execution of the services
  • Respect the confidentiality of all information and documents that may be communicated by the Client

The services are performed within the framework of an obligation of means and not of results.

ARTICLE 7 - OBLIGATIONS OF THE CLIENT

The Client undertakes to:

  • Provide the Service Provider with all necessary means and information for the proper execution of the services
  • Designate, if necessary, a contact person vested with decision-making authority
  • Pay the price of the service in accordance with Article 4 of these GTC

ARTICLE 8 - INTELLECTUAL PROPERTY

8.1 Ownership of Results

Unless expressly agreed otherwise in the quotation or any other contractual document, the Service Provider grants the Client, on a non-exclusive basis, the right to use the results of the services for its own needs. This grant does not include the right to modify, adapt, or reproduce the deliverables for the needs of a third party.

8.2 Pre-existing Elements

The Service Provider retains ownership of its tools, methods, and know-how developed prior to or during the execution of the services.

ARTICLE 9 - CONFIDENTIALITY

Each party undertakes to consider as confidential all information that will be transmitted by the other party in the context of the execution of the contract, and not to disclose it to third parties without the prior written consent of the other party.

This confidentiality obligation applies throughout the duration of the contract and shall remain in force for a period of two years after its termination.

ARTICLE 10 - LIABILITY

10.1 Limitation of Liability

The Service Provider's liability can only be engaged in case of proven fault and is limited to direct damages, excluding any indirect damage of any nature whatsoever.

In any event, the amount of damages to which the Service Provider may be condemned is limited to the amount of sums actually received under the contract.

10.2 "Force majeure"

The Service Provider's liability cannot be engaged in case of "force majeure" as defined by Article 1218 of the French Civil Code and French jurisprudence

ARTICLE 11 - SUBCONTRACTING

The Service Provider reserves the right to subcontract all or part of the services. In case of subcontracting, the Service Provider remains responsible for the proper execution of the contract vis-à-vis the Client.

ARTICLE 12 - PERSONAL DATA PROTECTION

Each party undertakes to comply with the obligations incumbent upon it under the applicable regulations regarding the protection of personal data, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR) and Law No. 78-17 of 6 January 1978 as amended.

ARTICLE 13 - TERMINATION

In the event of breach by one of the parties of any of its obligations, the contract may be terminated as of right by the other party, 30 days after sending a formal notice that has remained without effect, sent by registered letter with acknowledgment of receipt.

In the event of termination attributable to the Client, sums already received by the Service Provider shall remain acquired by the Service Provider, and the Client shall immediately pay for all services performed by the Service Provider until the effective date of termination.

ARTICLE 14 - APPLICABLE LAW AND JURISDICTION

These GTC are subject to French law.

In the event of a dispute relating to the formation, interpretation, or execution of the contract, the parties shall endeavor to resolve it amicably. Failing an amicable agreement, the dispute shall be submitted to the exclusive jurisdiction of the Commercial Court of Paris, even in case of summary proceedings, third-party proceedings, or multiple defendants.

ARTICLE 15 - MISCELLANEOUS PROVISIONS

15.1 Non-solicitation of Personnel

The Client agrees not to hire or employ, directly or indirectly, any employee of the Service Provider during the entire duration of the contract and for a period of 12 months following its end. In case of non-compliance with this obligation, the Client shall pay the Service Provider compensation equal to 12 months of the last gross monthly salary of the employee concerned.

15.2 Partial Nullity

If any provision of these GTC is declared null and void in light of a legislative or regulatory provision in force, it shall be deemed unwritten but shall not affect the validity of the other clauses, which shall remain fully applicable.

These GTC take effect as of 31/03/2025.

Elephantis, 60 rue François Ier, 75008 Paris / SIRET : 94268099200016 / contact@elephantis.fr