General terms of sale
Contractual framework for our B2B services. The specific conditions and the full service agreement are attached to each quote; in case of divergence, the version signed with the quote prevails.
1. Scope
These GTC govern all Orthodrome Consulting services, 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), together with any deposit.
3. Prices
Prices are stated in euros, excluding tax. They are firm for the quote’s validity period (30 days unless stated).
4. Invoicing & VAT
Prices exclude VAT. For a customer established in France: French VAT at the applicable rate. For a taxable customer established in ANOTHER EU Member State: reverse charge by the customer (art. 259-1° and 283-2 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
By bank transfer, on the quote’s due dates. No discount for early payment.
6. Late payment
Penalties at the ECB rate + 10 points, due without reminder, plus a fixed recovery indemnity of €40 per invoice (art. L441-10 French Commercial Code).
7. Timelines
Timelines are indicative. They are suspended by any 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 you. On full payment you receive, 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 your choosing, without asking us or reporting to us.
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. Liability capped at the amount actually paid excl. tax; indirect damages excluded.
14. Termination
Available upon serious breach not remedied within 15 days of formal notice.
15. References
The Provider may cite the Client as a reference, unless objected to in writing.
16. Governing law
French law. Jurisdiction of the Paris Commercial Court failing amicable settlement.