Terms and Conditions of Sale

Article 1 — Purpose and scope

These Terms and Conditions of Sale ("Terms") govern the contractual relationship between:

Romain Canonne, sole proprietor trading as Noma, SIRET 99199208200016, registered at 5 rue Félix Faure, 75015 Paris (the "Provider"), and any legal entity or sole proprietor acting in a professional capacity who purchases a service offered by the Provider (the "Client").

These Terms apply exclusively to business-to-business (B2B) commercial relationships. They define the conditions under which the Provider supplies its web design and development, communication/branding, and strategy/SEO services.

Any order for services implies unreserved acceptance of these Terms by the Client, which prevail over any other document, unless specific terms are expressly negotiated and agreed in writing between the parties.

Article 2 — Services offered

The Provider offers the following services, among others:

• Website design and development (showcase sites, e-commerce, custom applications)
• Website maintenance and updates
• Communication and branding (visual identity, content, communication materials)
• Strategy and SEO (digital audit, SEO, SEA, social ads, reporting)
• Business process automation

The details, scope and price of each service are set out in a personalized quote accepted by the Client.

Article 3 — Quotes and orders

Every service is subject to a prior free quote, valid for 30 days from its issue date.

An order is considered final upon receipt of:

• the quote signed by the Client (marked "approved", dated and signed), and
• payment of the deposit specified in Article 5.

Article 4 — Service delivery process

The service is delivered in the following stages:

• Audit — analysis of the Client's current presence, market and objectives
• Strategy — defining a clear roadmap (positioning, features, channels, priorities)
• Design — design, development and content writing, in close collaboration with the Client
• Launch — go-live, training and performance tracking

The Client agrees to provide, within a reasonable time, all elements, content, access and approvals necessary for the proper performance of the service. Any delay attributable to the Client in providing these elements may result in a proportional extension of delivery times, without the Provider's liability being engaged.

Article 5 — Pricing and payment terms

Prices are stated in euros. As the Provider operates under the French micro-entreprise regime, VAT is not applicable (article 293 B of the French General Tax Code).

Payment terms:

• A 30% deposit of the total amount is required upon signing the quote / order
• The balance is payable upon final delivery of the site, or according to an agreed schedule
• Payments are made by bank transfer

Late payment: any late payment will, in accordance with the law, incur late-payment penalties at three times the legal interest rate, as well as a flat-rate collection fee of €40, without prior notice being required.

Article 6 — Right of withdrawal

In accordance with Article L221-3 of the French Consumer Code, the right of withdrawal does not apply to contracts concluded between professionals in the course of their business activity.

Article 7 — Intellectual property

Until the agreed price is paid in full, the Provider retains ownership of all intellectual property rights relating to the creations produced (website, code, graphic elements, content).

Upon full payment, and unless otherwise stated in the quote, the Provider transfers to the Client the intellectual property rights necessary to use the deliverables (website, content, graphic elements created specifically for the Client), worldwide and for the legal duration of copyright protection.

This transfer does not extend to tools, methods, templates or generic components developed by the Provider prior to or outside the scope of the engagement, which the Provider remains free to reuse for other clients.

The Provider reserves the right to mention the Client's name and to showcase work carried out on the Client's behalf as part of its portfolio, unless the Client expressly requests otherwise.

Article 8 — Warranty and maintenance

The Provider warrants the correction of blocking bugs and anomalies identified within 30 days of site delivery, within the scope defined in the quote.

Any maintenance, evolution or correction requested beyond this period, or outside the initial scope, will be subject to an additional quote.

Article 9 — Liability

The Provider agrees to perform its services diligently and according to standard industry practice. Its liability may only be engaged in the event of proven fault and shall be limited to the total amount invoiced for the service concerned.

The Provider cannot be held liable for indirect damages (loss of revenue, loss of customers, commercial harm) suffered by the Client, nor for malfunctions related to elements provided by the Client or to third-party services (hosting, domain names, external APIs) beyond its control.

Article 10 — Confidentiality

Each party agrees to keep confidential all commercial, technical or financial information it becomes aware of in the course of performing the service, and not to disclose it to any third party.

Article 11 — Termination

In the event either party fails to remedy a breach of its obligations within 15 days of formal notice going unanswered, the other party may terminate the engagement as of right, without prejudice to any damages.

In the event of termination initiated by the Client during the course of the service, amounts already paid remain the property of the Provider for work already carried out, without prejudice to additional billing in proportion to progress made.

Article 12 — Force majeure

The Provider cannot be held liable for any delay or failure to perform resulting from a force majeure event as generally recognized under French case law.

Article 13 — Governing law and disputes

These Terms are governed by French law. In the event of a dispute, and failing an amicable resolution between the parties, exclusive jurisdiction is granted to the courts with jurisdiction over the Provider's registered address, including in the event of multiple defendants or third-party proceedings.

Article 14 — Contact

For any questions regarding these Terms: noma_prostudio@proton.me