What is written into the contract.

01Purpose and acceptance

These terms and conditions of sale (the "Terms") govern the design and development of bespoke software provided under the Focusme Agency brand.

Together with the signed quotation and its annexes, they constitute the entire agreement between the parties. In the event of conflict, the signed quotation prevails over these Terms.

Signing the quotation constitutes unreserved acceptance of these Terms. Any contrary condition in the Client's documents, in particular its general conditions of purchase, is unenforceable against the Provider absent express written acceptance.

The Provider may amend these Terms. The version applicable to a project is the one in force on the date the quotation is signed, a copy of which is attached to it.

02The provider

Hereinafter "the Provider". Quotations, contracts and invoices are issued under the Focusme Agency brand by this entity, which alone is bound.

Until the company registration certificate is issued, commitments are entered into by Gautier Justeau in the name and on behalf of Curious Holding, a company in formation; they are taken over by the company as of right upon its registration, in accordance with Article 1843 of the French Civil Code. The Client is informed of this on each quotation.

03Definitions

• Client — the natural or legal person who signs the quotation.
• Consumer — a Client who is a natural person acting for purposes outside their trade, business, craft or profession.
• Scoping — the preliminary, free-of-charge discussion phase, intended to understand the situation and qualify the need.
• Prototype — a limited but working version, intended to be used by the Client before any commitment to the full project.
• Deliverable — anything handed over to the Client: source code, deployed application, documentation, configuration data.
• Acceptance — the Client's verification that the Deliverables conform to the quotation.
• Reusable components — the Provider's pre-existing generic components, libraries and tools, reused from one project to another.

04Nature of the services

The Provider designs and builds bespoke software. Its services may include scoping, design, development, go-live, hosting and maintenance, depending on the scope of the quotation.

05Scoping — free of charge

The scoping phase is free of charge and without commitment for both parties. It covers the discussions needed to understand the situation, qualify the need and, where appropriate, issue a quotation.

It gives rise to no invoicing whatsoever, whatever the outcome — including where the Provider concludes that software is not the right answer and says so.

No Deliverable is handed over during scoping. Documents produced at that stage (notes, outline scope, estimate) remain the property of the Provider and are shared for information only.

06The prototype

Where the quotation so provides, the project begins with a prototype: a limited but genuinely usable version, which the Client tries out in its own conditions before committing to what follows.

At the end of the trial period set in the quotation, the Client has an explicit choice:

• continue — the full project begins on the terms of the quotation;
• stop — the Client owes only the price of the prototype, with no indemnity or penalty of any kind.

The prototype is supplied for evaluation. It is not intended for production use, carries no availability commitment, and data entered into it may be deleted at the end of the trial period unless the quotation expressly provides for its migration.

07Formation of the contract

The contract is formed when the Provider receives the quotation signed by the Client, together with any deposit provided for.

The quotation states the functional scope, the Deliverables, the price, the payment schedule, the indicative timetable and the validity period of the offer. Unless otherwise stated, a quotation is valid for 30 days from issue.

08Price and fixed quotation

Prices are expressed in euros and are net of tax. No value added tax is charged in addition: VAT not applicable, Article 293 B of the French General Tax Code. The amount shown on the quotation is therefore the total amount payable by the Client.

The fixed price covers only the scope described in the quotation. A Client request falling outside that scope — a new feature, a change of business rule, an unforeseen integration — is the subject of a costed amendment, to be accepted in writing before any work is carried out. Absent agreement on the amendment, the project continues on the original scope.

Unless expressly stated, the price does not include third-party licences and subscriptions, hosting costs beyond go-live, domain names, certificates or travel expenses.

09Payment

Unless the quotation provides otherwise, the payment schedule is as follows:

Invoices are payable by bank transfer within 30 days of the invoice date. No early payment discount is granted.

10Late payment

Any sum unpaid on its due date automatically bears interest, without prior formal notice, at three times the French statutory interest rate in force.

Where the Client is a business, a fixed recovery indemnity of €40 is added, in accordance with Articles L. 441-10 and D. 441-5 of the French Commercial Code. Where recovery costs actually incurred exceed that amount, further compensation may be claimed on production of supporting evidence.

Where payment is more than thirty days late following unsuccessful formal notice, the Provider may suspend performance of ongoing services and access to the environments it hosts until payment in full. Such suspension may not impede the right of export set out in Article 15.

11Client obligations

A bespoke project succeeds on the quality of the collaboration. The Client undertakes to:

• appoint a single point of contact, empowered to decide and approve;
• supply the information, content, access and approvals needed in good time;
• respond to the Provider's requests within a reasonable period, and in any event within ten business days;
• warrant that it holds the rights to the materials it supplies and that they infringe no third-party rights;
• carry out acceptance in accordance with Article 13.

Delay attributable to the Client automatically suspends the indicative timetable for an equivalent period. Inactivity lasting more than sixty days entitles the Provider to invoice the work carried out and close the project, following formal notice that has remained without effect for fifteen days.

12Timescales

The timescales stated in the quotation are indicative, unless a date is expressly stated to be binding.

Where the Client is a consumer, and in accordance with Article L. 216-1 of the French Consumer Code, the quotation states a delivery date or period. Failing performance by that date, the Consumer may, after instructing the Provider to perform within a reasonable additional period, terminate the contract by registered letter or in writing on a durable medium.

13Delivery and acceptance

The Provider notifies the Client that the acceptance version is available. The Client then has fifteen business days to verify that the Deliverables conform to the scope of the quotation.

The Client either grants acceptance or notifies in writing the non-conformities found, describing them so that they can be reproduced. The Provider corrects verified non-conformities free of charge and supplies a new version, opening a further verification period of five business days.

Acceptance is deemed granted without reservation if the Client does not respond by the end of the verification period, or as soon as the Client puts the Deliverables into actual use.

A minor non-conformity that does not prevent use of the Deliverables is no bar to acceptance: it is recorded and corrected under the warranty in Article 17.

14Intellectual property

What is assigned to you

Subject to payment of the price in full, the Provider assigns to the Client, on an exclusive basis, for the legal term of protection and worldwide, all economic rights in the source code, interfaces and documentation developed specifically for its project: rights of reproduction, representation, adaptation, modification, translation, distribution and commercial exploitation, on any medium and by any process, whether known or unknown today.

The assignment includes delivery of the source code and of everything needed for a third party to operate it independently.

What is not assigned

The Provider retains ownership of its Reusable components, together with its know-how, methods and internal tools. Where a Reusable component is incorporated into a Deliverable, the Provider grants the Client a non-exclusive, irrevocable, worldwide, transferable licence for the term of protection to use, reproduce and modify that component as part of the Deliverable. This licence is included in the price.

Third-party components, in particular open source components, remain governed by their respective licences, a list of which is provided to the Client on delivery.

Use as a reference

The Provider will cite a project as a commercial reference only with the Client's prior written consent, and never disclosing confidential information or personal data. That consent may be withdrawn at any time.

15Your data, for good

The Client may at any time — including during a dispute and including after the end of the contract — export all of its data in a structured, commonly used, machine-readable format. Such export is free of charge and unlimited in number.

At the end of the contractual relationship, the Provider returns the data and then deletes it from its environments within thirty days, unless the Client requests otherwise in writing or the law requires retention. A certificate of deletion is issued on request.

The right of export set out in this Article may not be suspended, made conditional or restricted on any ground whatsoever, including non-payment.

16Hosting and maintenance

Hosting and maintenance are provided only where they appear in the quotation. They are supplied under a subscription whose price, term and service level are set out in the quotation.

Unless otherwise stated, application data is stored in the European Union, with the database hosted in France, in the Paris region. The subscription covers security updates, availability monitoring and regular backups.

Corrective maintenance covers the correction of malfunctions. It covers neither functional enhancements, nor malfunctions arising from a change made by the Client or a third party, nor those attributable to an external service.

Either party may end the subscription at the annual renewal date, on two months' notice. The Provider then supports the handover to the Client or to a third party, on terms agreed between the parties.

17Warranty

The Provider warrants that the Deliverables conform to the scope of the quotation for three months from acceptance. During that period it corrects, free of charge, reproducible malfunctions reported to it in writing.

Excluded from the warranty are: functional enhancements; malfunctions resulting from a change made by the Client or a third party, from use not in accordance with the documentation, from erroneous data entered by the Client, or from the failure of a third-party service.

This contractual warranty is in addition to, and does not restrict, the legal warranties owed to Consumers, set out in Article 23.

18Liability

The Provider is bound by an obligation of means. It applies the diligence of an informed professional in its field.

Where the Client is a business, the Provider's liability, on all grounds combined, is limited to the amount actually paid by the Client for the project concerned during the twelve months preceding the triggering event. Indirect damage is excluded, in particular loss of business, loss of turnover, damage to reputation and loss of data where the Client has not implemented the agreed backups.

These limitations do not apply in cases of gross negligence or wilful misconduct, in cases of personal injury, or where the law prohibits them.

Where the Client is a Consumer, no limitation of liability is enforceable against them: the Provider is liable under the general law and the French Consumer Code.

19Confidentiality

Each party undertakes to keep confidential all information received from the other in connection with the contract, for its duration and for five years thereafter.

This undertaking applies with particular force to family situations disclosed to the Provider: the composition of a family, an inheritance situation, a relative's state of health, disagreements between family members. Such information is never cited, even anonymised, in any commercial communication.

20GDPR processing

Where the Provider processes personal data subject to the GDPR on the Client's behalf — in particular in connection with hosting or maintenance — the Client is the controller and the Provider acts as processor.

A data processing agreement compliant with Article 28 GDPR is annexed to the quotation. It provides in particular for processing on documented instructions only, confidentiality of personnel, assistance with rights requests, notification of data breaches, the framework applicable to sub-processors, and the fate of the data at the end of the contract.

Processing for which the Provider is itself the controller is described in the privacy policy.

21Termination

In the event of a serious breach by either party, the other may terminate the contract as of right thirty days after formal notice sent by registered letter has remained without effect.

Where termination is due to the Client's fault, the Provider retains the sums received and invoices work carried out and not yet paid for. Where termination is due to the Provider's fault, it refunds sums received for work not carried out.

In all cases, the Provider hands over the Deliverables as they stand, together with a full export of the Client's data, in accordance with Article 15.

22Force majeure

Neither party may be held liable for a failure resulting from an event of force majeure within the meaning of Article 1218 of the French Civil Code. Performance is then suspended. If the impediment continues beyond sixty days, either party may terminate the contract without indemnity, with work already carried out remaining payable.

23Provisions specific to consumer clients

This Article applies only where the Client is a Consumer. Its provisions prevail over any contrary provision of these Terms.

23.1 — Right of withdrawal

Where the contract is concluded at a distance or away from business premises, the Consumer has fourteen days from conclusion of the contract to exercise a right of withdrawal, without giving reasons and without bearing costs other than those set out below (Art. L. 221-18 of the French Consumer Code).

To exercise that right, the Consumer notifies their decision by an unambiguous statement, sent to contact@focusme.agency or by post to 47 rue Vivienne, 75002 Paris, France. The model form below may be used, but is not compulsory. The Provider acknowledges receipt without delay on a durable medium.

23.2 — Performance before the end of the withdrawal period

Performance of the services does not begin before the fourteen-day period has expired, unless the Consumer expressly requests it on a durable medium.

If the Consumer makes that express request and subsequently withdraws, they pay the Provider an amount proportionate to the services actually supplied up to notification of withdrawal, calculated on the basis of the total price agreed in the quotation.

In accordance with Article L. 221-25 of the French Consumer Code, a Consumer who has expressly requested immediate performance and expressly waived their right of withdrawal loses that right once the service has been fully performed before the end of the fourteen-day period. That waiver is obtained separately and explicitly in the quotation; it is never presumed.

As scoping is free of charge and without commitment, it does not constitute a start of performance of the contract.

23.3 — Legal warranties

The Consumer benefits as of right, independently of the commercial warranty in Article 17, from:

• the legal warranty of conformity for digital content and services, under Articles L. 224-25-12 et seq. of the French Consumer Code, under which they may obtain the service to be brought into conformity free of charge and, failing that, a price reduction or termination of the contract;
• the warranty against latent defects, under Articles 1641 to 1649 of the French Civil Code.

These warranties are exercised at no cost to the Consumer, who does not have to prove the existence of the lack of conformity during the statutory presumption periods. Any clause excluding or limiting them is deemed unwritten.

23.4 — Consumer mediation

In accordance with Articles L. 612-1 et seq. of the French Consumer Code, a Consumer has the right to use a consumer mediator free of charge with a view to the amicable resolution of a dispute with a trader.

The mediator may be approached only after a prior written complaint sent to contact@focusme.agency has gone without a satisfactory reply for two months, and within one year of that complaint. The details of the competent mediator are provided to the Consumer on request at that same address.

The European Commission's online dispute resolution platform is also available: ec.europa.eu/consumers/odr.

23.5 — Clauses that do not apply

The following are not enforceable against a Consumer: the limitation of liability in Article 18, the unenforceability of purchase conditions in Article 1, and any clause whose object or effect is to create a significant imbalance between the parties' rights and obligations within the meaning of Article L. 212-1 of the French Consumer Code.

24Provisions specific to business clients

This Article applies only where the Client is acting for business purposes.

A business Client has neither a right of withdrawal, nor access to consumer mediation, nor the legal warranties provided by the French Consumer Code.

The provisions on late payment interest and the fixed recovery indemnity appear in Article 10, in accordance with Article L. 441-10 of the French Commercial Code. They are restated on every invoice.

Any complaint about an invoice must be made in writing within fifteen days of its issue, failing which it is deemed accepted.

25Complaints and disputes

Any complaint should be sent to contact@focusme.agency. The Provider acknowledges receipt within two business days and provides a reasoned reply within a maximum of thirty days.

These Terms are governed by French law, subject to the mandatory consumer protection provisions applicable to you.

Failing amicable resolution, disputes are brought before the French courts. Where the Client is a business, exclusive jurisdiction is conferred on the courts within whose district the Provider's registered office is situated, including where there are several defendants or third-party proceedings. Where the Client is a Consumer, they may bring proceedings, at their choice, before the courts of the place where they resided when the contract was concluded, those of the place where the damage occurred, or those of the Provider's registered office.

If any provision of these Terms is held void or unenforceable, the remaining provisions remain in full force.