Article 1
Who is the offer for?
The offer is intended for companies, self-employed professionals, associations, organizations and project owners who order the application for the needs of an activity or a project with a professional or organizational purpose, including when that activity is still being set up.
It is not intended for an application ordered for exclusively private or personal use.
When ordering, the Client confirms the professional or organizational purpose of its project. Should mandatory legal provisions protecting a consumer or a non-professional nevertheless apply to the Client's situation, they would prevail over any conflicting clause of these terms.
Article 2
What forms the contract
The contract consists of the following, in order of priority:
- the scope sheet, quotation or purchase order approved by the Client;
- any special conditions agreed in writing;
- these terms of sale, in the version accepted at the time of the order.
In the event of a conflict, the document placed highest in this list prevails.
The scope sheet describes the V1 to be built in simple, concrete terms: objective, users, main features, essential screens or user journeys, any external integrations, any use of AI, items provided by the Client and identified exclusions.
GDN may decline a project that cannot reasonably fit the format of the offer.
Article 3
What the package includes
Unless otherwise stated in the scope sheet, the package includes:
- the design and development of a first usable version of the application;
- the UI design needed for this V1, even if the Client provides no mockups;
- a GDN environment for continuous development, staging and testing during the project;
- a GDN pre-production environment accessible to the Client;
- the tests needed to check that the application works as defined in the scope;
- the source code of the delivered solution;
- technical documentation proportionate to the V1;
- the initial deployment to a compatible Client environment, provided the necessary access and prerequisites are supplied, or to an environment provided by GDN on request (monthly payment);
- six months of corrective maintenance under the conditions of Article 11;
- where it is relevant to the business need and compatible with the scope, a feature using artificial intelligence. The integration of an AI feature is not automatic.
The package covers a clearly defined V1. It is not a commitment to develop, without limit, everything that might eventually be useful to the project.
Article 4
Scope and new requests
The price and the deadline are possible because the scope is fixed before the start.
A feature, screen, integration, business rule or change that is not in the approved scope is not included, even if it seems desirable once the V1 is visible.
Any new request may, at GDN's discretion:
- be postponed until after the V1;
- be the subject of an additional quotation;
- be swapped for another item of the scope if the parties so decide in writing;
- be included at no extra cost when GDN considers it remains compatible with the package and the schedule.
GDN's occasional acceptance of an adjustment at no extra cost does not change the rest of the scope and creates no obligation for other requests.
Article 5
Price and payment
The price of the package is EUR 5,000 excluding VAT, plus VAT at the legally applicable rate, where applicable.
The price is payable in full when ordering. It is not a deposit: the payment settles the price of the service, confirms the order and reserves the production slot.
GDN does not start the contractual deadline before actually receiving the payment and the other start-up items listed in Article 6.
Subscriptions, licences, API usage, cloud services, AI services, text messages, transactional emails, mapping, online payment or other third-party services needed to run the application in production are not included, unless expressly stated in the scope. GDN informs the Client before setting up any paid recurring cost it is aware of.
For any amounts that a professional Client might exceptionally still owe, the late-payment penalties applicable are those provided for by the regulations in force; the statutory fixed compensation for recovery costs is also due where applicable.
Article 6
Start of the contractual deadline
The contractual deadline starts only when all four of the following conditions are met:
- the order has been accepted by GDN;
- full payment has been received;
- the scope sheet has been approved by both parties;
- GDN has the information, content, access and items identified as essential to get started.
GDN confirms the start date of the contractual deadline to the Client in writing.
Unless otherwise stated in the quotation or the scope sheet, a deadline expressed in weeks means calendar weeks.
Article 7
The guaranteed deadline and the refund guarantee
The contractual deadline stated in the offer, the quotation or the scope sheet is the maximum period within which GDN undertakes to make available to the Client, on the GDN staging environment, a V1 allowing the Client to check that the application complies with the agreed scope.
If GDN exceeds this deadline for a reason attributable to it, the Client is entitled to a full refund of the price of the package.
This guarantee does not apply to the periods during which the deadline is suspended under Article 8, nor to a delay resulting from:
- an item, decision, access or approval expected from the Client;
- a change of scope requested or accepted during the project;
- a dependency or third-party service imposed or chosen by the Client that becomes unavailable or incompatible, where no equivalent solution can reasonably be substituted within the scope;
- an event of force majeure within the meaning of French law.
GDN may not invoke a suspension for an incidental request that does not reasonably prevent the project from moving forward.
When the conditions for the refund are met, the Client may request the rescission of the order and a full refund. The refund is made within a maximum of 14 calendar days from the written agreement recording the application of the guarantee. The Client may also choose, in writing, to continue the project despite the overrun.
In the event of a full refund and rescission of the order, the rights to developments that have not been finally delivered are not transferred to the Client, and the Client undertakes not to use any copy or working version made available for testing. Its own content and data naturally remain its property.
Article 8
Client cooperation and suspension of the deadline
The short format of the offer requires responsive cooperation from the Client.
When GDN needs an item or a decision without which the project cannot reasonably move forward, it flags it in writing as blocking. The contractual deadline is then suspended for the period between this notification and the receipt of the item or decision that allows work to resume.
The contractual date is pushed back by a period equal to the suspension. GDN informs the Client and keeps a record of these periods.
If the blockage lasts more than 10 business days, GDN may have to reschedule the rest of the project according to the team's availability. If the interruption exceeds 90 days, a technical update made necessary by the time elapsed may be the subject of a quotation before work resumes.
The Client undertakes to provide accurate information, to hold the necessary rights to the content, data, trademarks, images and documents it provides, and to appoint a person able to approve the project's decisions.
Article 9
Delivery for review, acceptance testing and validation of the V1
When the V1 matching the scope is ready, GDN makes it available on the staging environment and informs the Client in writing. This delivery for review is the milestone used to assess compliance with the guaranteed deadline.
The Client then has 5 business days to test the V1 and report in writing any non-compliance with the scope.
A reservation must identify with sufficient precision:
- the feature concerned;
- the behavior observed;
- the behavior expected under the approved scope.
A new preference, an improvement, a change of mind, an additional feature or a change that emerges with use does not constitute a non-compliance.
GDN fixes the non-compliances that genuinely fall within the scope and submits the fix to the Client, who has 3 business days to check a targeted fix.
In the absence of a precise reservation within the 5-business-day period, or once valid reservations have been fixed, the V1 is deemed accepted.
This procedure does not prevent the corrective maintenance provided for in Article 11 from applying to a covered defect discovered later.
Article 10
Final delivery and hosting
After acceptance, GDN carries out the final delivery of the items provided for in the scope, including the source code and the agreed documentation.
When the Client provides access to a compatible environment in time, the initial deployment to its server is part of the package. If the Client's environment is incompatible, insufficient, insecure or inaccessible, GDN informs the Client; the time needed to bring it up to standard is not attributable to GDN.
The GDN staging environment is a temporary environment for building and validation. It is not production hosting included in the package.
GDN may separately offer hosting and managed services from EUR 50 excluding VAT per month, the actual price depending in particular on the number of users, volumes, expected performance, backups, security, third-party services and usage. This service is subject to a separate order and separate terms.
If the Client does not provide a production environment, GDN may deliver the code and documentation without waiting for the deployment. The deployment will then take place later, once the prerequisites are met, or under a separate hosting offer.
Article 11
Corrective maintenance for 6 months
For 6 months from the acceptance of the V1, GDN provides corrective maintenance on the developments carried out under the package.
A defect qualifies for corrective maintenance if it is reproducible and prevents a feature defined in the scope from working as expected in the intended technical environment.
The following, in particular, are not included as fixes:
- a new feature or an improvement;
- a change in behavior requested after acceptance;
- adaptation to a new business or regulatory rule;
- adaptation to a later change in a browser, system, API, third-party service or infrastructure;
- an incident originating from the hosting, the network or a third-party service not managed by GDN;
- a defect caused by a change to the code, configuration or data made by the Client or a third party after delivery.
The Client may modify the code or have it modified by a third party. GDN recommends rigorous Git versioning, ideally through GitHub or an equivalent service. If an anomaly appears after a third-party intervention, GDN reserves the right to exclude from free maintenance the diagnosis and correction of the consequences of that intervention. Where the origin cannot be identified immediately, GDN may request the change history before deciding whether the intervention falls under corrective maintenance.
Corrective maintenance does not include a 24/7 availability commitment or a guaranteed response time, unless covered by a separate maintenance or managed services contract.
Article 12
Third-party services and artificial intelligence
The application may depend on third-party services or software: host, API, payment provider, email, text messages, mapping, AI service, open source library or other external component.
These services remain subject to their own terms, prices, limits and changes. GDN is not responsible for an interruption or change of a third-party service it does not control, but it informs the Client when an identified dependency has a significant impact on the application.
When the V1 includes a feature using artificial intelligence, the Client acknowledges that some results may be probabilistic and vary depending on the data, models or providers used. GDN designs the feature for the agreed use and puts in place the controls provided for in the scope, but does not guarantee that an AI system will always produce an accurate, complete or identical answer.
The recurring costs of using an AI service or an API in production are included only if expressly stated in the scope.
Article 13
Source code and intellectual property
The content, data, trademarks, documents and items provided by the Client remain its property or that of their respective owners.
Subject to full payment of the price, the economic rights that GDN is entitled to assign in the specific developments created especially for the Client as part of the V1 are transferred to the Client upon final delivery.
This assignment covers, worldwide and for the full legal term of protection applicable:
- the right to reproduce and use the specific developments, on any medium useful for running the application;
- the right to present the application and make it available to its users;
- the right to adapt, fix, translate, modify, maintain, evolve and combine the specific developments with other software;
- the right to have these operations carried out by a provider of its choice;
- the right to commercially exploit the services provided through the application, in particular as a platform, subscription, online service or SaaS corresponding to its business.
Unless specifically agreed in writing, this assignment does not include the right to sell separately, as a generic software product or standalone library, the source code of GDN's pre-existing or generic components.
GDN remains the owner of its tools, methods, know-how, templates, generic building blocks, pre-existing components and reusable items that are not specific to the project. Where they are needed for the delivered solution to work, the Client is granted a worldwide, non-exclusive, perpetual right of use at no additional cost, to the extent necessary to run, maintain and evolve its application.
Open source components and third-party software remain subject to their respective licences, which prevail for those components.
Article 14
Personal data and confidentiality
Each party complies with the personal data protection obligations that apply to it.
For contact and commercial management data relating to the Client, GDN acts as controller under the conditions set out in its privacy policy.
When, in the course of development, staging, maintenance or hosting, GDN processes personal data on behalf of the Client, the parties govern this processing in accordance with Article 28 of the GDPR. The details specific to the processing concerned (subject matter, duration, purposes, categories of data, data subjects, security measures, sub-processors and end-of-service arrangements) are set out in the purchase order, the scope sheet or a data processing annex.
Where possible, tests and demonstrations use fictitious, anonymized or minimized data rather than real personal data.
Non-public technical, commercial and organizational information exchanged for the project is confidential. Each party undertakes not to disclose it to unauthorized third parties during the service and for 2 years after it ends, without prejudice to longer obligations arising from the law, trade secrets or personal data protection.
GDN may use qualified staff and subcontractors to carry out the service, under its contractual responsibility and in compliance with the applicable confidentiality and, where relevant, data protection obligations.
Once the application is publicly online, GDN may mention the Client's name and the existence of the project among its references, without disclosing any confidential information. The Client may object to this in writing.
Article 15
Liability
GDN undertakes to carry out the service with the care and skill normally expected of a web development professional, and in accordance with the agreed scope.
The Client remains responsible for:
- its business model, its business choices and the use of the application;
- the lawfulness of the content, data and instructions it provides;
- the regulatory obligations specific to its sector or activity, unless a compliance service is expressly included;
- decisions taken on the basis of results produced by the application or by an AI feature;
- the management of its accounts, passwords and access after delivery.
No IT solution can be guaranteed to be entirely free of failures, vulnerabilities or interruptions, particularly when it depends on the Internet, a host or third-party services.
Unless mandatory legal provisions provide otherwise, GDN's liability is limited to direct, foreseeable and proven damage resulting from a breach attributable to it. Indirect losses of revenue, margin, opportunity, image or operations are excluded in particular, where they do not constitute direct damage that can be compensated by law.
Except in the case of gross negligence or wilful misconduct, bodily injury or any other liability that cannot legally be limited, GDN's total contractual liability for this service is capped at the amount excluding VAT actually paid for the package concerned.
No clause of these terms is intended to deprive an essential obligation of GDN of its substance, in particular the obligation to deliver the V1 defined in the scope and the deadline commitment backed by the refund guarantee defined in Article 7.
Article 16
Cancellation, interruption and termination
The order becomes firm once GDN has accepted it and the payment has been received.
If the Client requests cancellation before work has actually started, GDN refunds the amounts that have not been committed, less, where applicable, any non-recoverable external costs specifically incurred at the Client's request.
After the start, a cancellation requested by the Client does not automatically entitle it to a full refund. GDN draws up a statement of the work actually carried out and the costs incurred; any portion of the price corresponding to services not carried out is refunded.
In the event of a serious breach by a party of its obligations, not remedied within 15 days of a formal written notice describing the breach, the other party may terminate the contract. Services carried out and costs incurred up to the termination date remain due; amounts paid beyond that are refunded.
These rules are independent of the specific full refund guarantee provided for in Article 7 when GDN exceeds the guaranteed deadline for a reason attributable to it.
Article 17
Force majeure
Neither party is liable for a delay or failure to perform resulting from an event of force majeure within the meaning of French law.
Performance of the affected obligations is suspended for the duration of the impediment. If the impediment makes it permanently impossible to continue the project, or lasts more than 30 calendar days without a reasonable solution, either party may request the end of the contract; the financial position is then settled according to the services actually carried out and the costs incurred.
Article 18
Governing law, disputes and acceptance
These terms and the contract are governed by French law.
In the event of a difficulty, the parties first seek an amicable solution and share the information needed to understand the disagreement.
Failing an amicable agreement, the dispute falls within the jurisdiction of the competent courts under the legal rules applicable to the parties' situation.
These terms are provided or made accessible to the Client before the order. They are accepted by signing the quotation or purchase order, by electronic validation or by any other mechanism establishing that the Client has read and accepted them.
GDN keeps the version of the terms applicable to each order. A later change to the terms does not affect an order already concluded, unless the parties agree in writing or mandatory legal provisions require otherwise.
