General terms of sale

1. Scope

These GTC govern all services provided by Orthodrome Consulting (the Provider) to a business or an association (the Client), save for written specific conditions. Any order implies unreserved acceptance.

2. Order

An order is formed by returning the quote dated, signed and marked “agreed” (bon pour accord).

3. Prices

Prices are stated in euros, excluding tax. Schedule prices are firm for any order signed while they are published. Other prices are firm for the quote’s validity period (30 days unless stated).

4. Invoicing & VAT

Prices exclude VAT; VAT is added at the rate applicable on the date of the transaction. For a taxable customer established in ANOTHER EU Member State: reverse charge by the customer (art. 259-1° of the French Tax Code; art. 44 and 196 of Directive 2006/112/EC), stated on the invoice, with an EC Sales List. Outside the EU: outside the scope of French VAT.

5. Payment

Any amount due, deposit included, is payable on receipt of the invoice, and no earlier than the 8th day after the quote is signed.

By bank transfer, with no discount for early payment. Fixed-price services in the schedule: no deposit, invoice issued on delivery. Other services: invoicing at the milestones set in the quote.

6. Late payment

Penalties at the ECB rate + 10 points, due without reminder, plus, for a business Client, a fixed recovery indemnity of €40 per invoice (arts. L441-10 and D441-5 French Commercial Code).

7. Timelines

Timelines of the fixed-price services in the schedule are commitments. They run from signature of the quote and the access described in the schedule (see also article 17). Other timelines are indicative. Any timeline is suspended by a delay attributable to the Client or by force majeure.

8. Changes

Any request outside the initial scope is subject to an amendment or an additional quote.

9. Acceptance

Absent written reservations within 10 days, deliverables are deemed accepted.

10. Intellectual property

The source code of bespoke work is handed over to the Client. On full payment the Client receives, over that work, a perpetual, irrevocable, worldwide and transferable licence, including the right to use it, modify it and have it modified by any third party of its choosing, without asking the Provider’s permission or reporting to the Provider.

The Provider undertakes to assert no right that would stand in the way of that use, and warrants that nothing to its knowledge does. The Provider's know-how and reusable components remain its own.

11. Confidentiality

Mutual obligation, during the contract and for 3 years thereafter.

12. Personal data

GDPR compliance; where applicable the Provider acts as processor on the Client’s documented instructions.

13. Liability

Best-efforts obligation, except for the Back online service: the Provider commits to the result described in the schedule, once the required access has been provided. Liability capped at the price excl. VAT of the order concerned; indirect damages excluded.

14. Termination

Available upon serious breach not remedied within 15 days of formal notice.

15. References

The Provider does not name the Client or use its logo without the Client’s prior written consent.

16. Governing law

French law. Failing amicable settlement, the Paris courts have jurisdiction where the Client contracted as a trader (commerçant); otherwise, the ordinary rules of jurisdiction apply.

17. Contract concluded outside the Provider’s premises

This article applies, whatever the Client’s headcount, to any contract signed outside the Provider’s premises with both parties physically present, or arising from an in-person meeting outside those premises or from an introduction by a business introducer.

The Client may withdraw without giving reasons within the 14 days following signature of the quote, using the standard form attached to the quote or any other unambiguous statement. The period ends at midnight on the 14th day after signature; if that day is a Saturday, a Sunday or a public holiday, it is extended to the next working day.

No payment or consideration (cheque, direct debit mandate, payment link) is requested or received before the 8th day after signature. An invoice issued before that day is not payable until that day. Any sum received earlier is returned.

The service starts before the 14 days have elapsed only at the Client’s express written request, in which the Client acknowledges losing the right of withdrawal once the service is fully performed. Without that request, timelines run from the end of the withdrawal period.

On withdrawal, all sums received are refunded no later than 14 days after the Provider is informed of it. If the Client had requested early performance, the Client pays for the part performed up to the notice of withdrawal, in proportion to the agreed price, and that amount is deducted from the refund.

18. Deduction of the Cap Diagnostic

If the Client signs a Cap Projet quote within three months of receiving its Cap Diagnostic, the diagnostic’s price excluding VAT is deducted from the balance of that project, meaning the amount excluding VAT due after the deposit, up to that amount. The deduction appears as a price reduction on the invoices issued after the deposit. It applies once, is neither refundable nor transferable, and never applies to Back online or an Orphaned website audit.

19. Access to accounts

The Client only provides access to accounts it holds, or for which it has the holder’s written authorisation, and proves it on request. The Provider never bypasses access controls. Fees due to third parties (domain name, hosting, licences) remain payable by the Client.