1. Identification

These General Terms and Conditions of Sale and Services (hereinafter «GTC») are offered by:

Numericia, a variable capital SAS (up to €100,000)
Registered office: 1295 Z.I. Les Marosses 71500 Branges, France
R.C.S. Chalon-sur-Saône 999 422 124 — APE 62.02A — EUID: FR7102.999422124
President: D. Renaud
Contact: contact@numericia.fr
(hereinafter «Numericia»)

2. Scope of Application

2.1. The GTC apply to any order for services and/or deliverables provided by Numericia for the benefit of professional clients (B2B) only (hereinafter «Client»).
2.2. The GTC prevail over any document of the Client, unless expressly and in writing accepted by Numericia.
2.3. In the event of a contradiction between the GTC and specific conditions (quote, purchase order, commercial proposal, contract, specifications, appendix), the specific conditions prevail only for what they explicitly modify.

3. Definitions

• «Services»: any service provided by Numericia, including (without limitation) consulting, audit, strategy, integration, configuration, development, automation, AI, training, maintenance, support, assistance, managed services, steering, change management.
• «Solutions»: any system, platform, website, application, tool, extension, database, workflow, connector, documentation, template, configuration, or combination of technical components.
• «Deliverables»: any result provided to the Client (documents, accesses, configurations, environments, content, scripts, codes, mock-ups, dashboards, reports, exports, etc.).
• «Third Parties»: any supplier other than Numericia (hosting provider, plugin publisher, API, operator, CRM, AI, telephony, emailing, etc.).

4. Purpose

Numericia designs, implements and/or operates Solutions intended to improve the Client's commercial, operational and/or digital performance. The exact nature of the Services, the scope, deadlines, price and execution terms are described in the specific conditions.

5. Order Process – Formation of Contract

5.1. The contract is formed upon the occurrence of any of the following events:

• signing of the quote / purchase order; or
• written acceptance (including email) of a commercial proposal; or
• full or partial payment; or
• commencement of execution at the Client's request.

5.2. Any order implies unconditional acceptance of the GTC.

6. Specifications – Scope – Method

6.1. Unless otherwise stipulated, the service is performed on the basis of a defined scope (specifications, objectives, constraints, assumptions).
6.2. Client's obligation to collaborate: the Client undertakes to provide in a timely manner the information, accesses, content, validations and necessary resources. Any delay by the Client results in an adjustment of deadlines and may lead to additional invoicing.
6.3. Numericia may recommend technical/product trade-offs; the Client remains responsible for its decisions, particularly when it refuses a substantiated recommendation.

7. Quotes, Prices, Fees and Financial Terms

7.1. Prices are expressed in euros, excluding taxes, unless otherwise stated.
7.2. Unless specific conditions apply:

• Deposit: 50% upon ordering (start upon receipt)
• Balance: upon delivery/acceptance, or according to milestones
• Subscriptions: monthly or annual invoicing in advance

7.3. External costs (licenses, APIs, hosting, telephony, media purchases, Third-party tools) are:

• either included if explicitly mentioned,
• or re-invoiced at cost,
• or subscribed directly by the Client (often the preferred option for sovereignty).

8. Payment – Delay – Suspension

8.1. Payment by bank transfer (or other means specified in the quote).
8.2. Unless otherwise stated: payment upon receipt of invoice or within 30 days end of month (to be chosen according to your internal practices).
8.3. In case of delay:

• late payment interest automatically due,
• flat-rate recovery indemnity of €40 (Article L441-10 of the French Commercial Code),
• and possible suspension of Services/access, without prejudice to other rights.

9. Deadlines – Schedule – Acceptance

9.1. Deadlines are indicative unless a written commitment to the contrary is made.
9.2. Acceptance: unless otherwise stated, the Client has 10 business days from delivery to notify documented non-conformities.

• Failing this, the Deliverables are deemed accepted.
• Minor anomalies do not prevent acceptance and are corrected within a reasonable timeframe.

10. Scope Changes

10.1. Any request outside the initial scope (additional functionalities, modifications, new Third Parties, migration, overhaul) is subject to an amendment or a new quote.
10.2. Numericia is not obliged to execute an additional request without written validation of the cost/deadline.

11. Access, Accounts, Security

11.1. The Client is responsible for the confidentiality of its identifiers and those of its teams.
11.2. The Client undertakes to implement minimum security practices (strong passwords, MFA if possible, rights management).
11.3. In the event of an incident attributable to the Client (compromised workstation, shared access, weak password), Numericia cannot be held responsible for the consequences; assistance may be invoiced.

12. Third-Party Tools – Dependencies – Interoperability

12.1. Solutions may rely on Third-party tools. The Client accepts that the availability, updates, limitations, price increases or policy changes of these Third Parties may impact the service provided.
12.2. Numericia is not responsible for Third-party failures, but may propose workarounds/migrations at the applicable tariff conditions.

13. Intellectual Property – License – Reuse

13.1. Ownership of Numericia : Numericia retains full and exclusive ownership of its methodologies, SOPs (Standard Operating Procedures), system architectures, software components, connectors, automation scripts, AI prompts, and database configurations developed or used for the performance of the Services.

14. Data – Confidentiality – GDPR

14.1. Confidentiality: each party undertakes to keep strictly confidential any non-public information exchanged.
14.2. Data: the Client remains the owner and is responsible for the data it inputs/processes within the Solutions.
14.3. GDPR: depending on the nature of the Services, Numericia may act as a data processor or data controller. The detailed terms (purposes, duration, security measures, sub-processors, transfers, assistance, breaches) must be specified in a DPA Appendix.
14.4. In the absence of such an appendix, the parties undertake to cooperate in good faith to achieve compliance.

15. Backups – Reversibility – Restitution

15.1. Unless otherwise specified in the special conditions, Numericia has no general obligation to back up the Client's data (especially if hosting/tools are in the Client's name).
15.2. Reversibility: at the end of the contract, Numericia may provide (upon quotation) an export of data and/or migration assistance (documentation, handover).
15.3. Reversibility costs are not included unless otherwise stated.

16. Support – Maintenance – Availability

16.1. The level of support (hours, channels, response times) is defined in the special conditions.
16.2. Numericia may perform scheduled maintenance; a temporary interruption does not constitute a breach if it is reasonable and/or announced.

17. Obligation of Means – No Guarantee of Result

17.1. Numericia is bound by an obligation of means.
17.2. Unless expressly and explicitly agreed in writing (rare and costly), Numericia does not guarantee a level of performance (leads, revenue, SEO, conversion rates, etc.) as this depends on factors beyond its control (market, sales team, offer, competition, data, budget, Client execution).

18. Liability – Cap – Exclusions

18.1. Numericia cannot be held liable for indirect damages (loss of revenue, loss of opportunity, loss of business, loss of data, harm to image).
18.2. Cap: except in cases of gross negligence or wilful misconduct, Numericia's total liability is capped at the amount actually paid by the Client for the Services in question over a period of 3 months (or 6/12 months: to be determined), or the amount of the corresponding quotation, whichever is lower.
18.3. The Client is responsible for its legal obligations (GDPR notices, cookies, prospecting, sector-specific compliance).

19. Term – Termination – Effects

19.1. For fixed-price services: term until full completion.
19.2. For subscriptions: initial term as specified, then tacit renewal (if provided for); termination possible with notice (e.g., 30 days before the renewal date).
19.3. Automatic termination in the event of a material breach not remedied within 15 days of a formal notice.
19.4. Upon termination, amounts due remain payable; work already performed is billable.

20. Non-Solicitation

During the term of the contract and for 12 months after its termination, the Client is prohibited from directly or indirectly soliciting or hiring any employee, subcontractor, or partner introduced by Numericia, except with written consent.
Liquidated damages: 12 months of estimated gross loaded remuneration / or €15,000 (to be calibrated), without prejudice to additional damages.

21. Commercial References

Unless the Client objects in writing, Numericia may cite the Client's name and/or logo as a reference (website, presentation, client case study), without disclosing confidential information.

22. Force Majeure

Neither party shall be liable for a failure to perform due to a force majeure event as defined under French law (massive outages, strikes, disasters, administrative decisions, etc.).

23. Applicable Law – Disputes

23.1. French law applies.
23.2. In the event of a dispute: attempt at amicable resolution within 30 days.
23.3. Failing that, exclusive jurisdiction is attributed to the Commercial Court of the jurisdiction of Numericia's registered office (to be specified: Chalon-sur-Saône), unless otherwise required by mandatory provisions.

24. Miscellaneous Provisions

Partial nullity, non-waiver, assignment of the contract (prohibited for the Client without consent), entire agreement, admissibility of electronic evidence.