Contract of website realization 

entre 

Mr Nicolas PORTA

Et

The company QUINOX

Between the undersigned :

Mr Nicolas PORTAof French nationality, born 06/04/1989, in Toulouse, residing at 12 Rue du Boulodrome, 31150 Lespinasse, France.

Hereinafter referred to as " The Provider ",

On the one hand,

And 

The company QUINOX, SASwith a capital of 8240.0 euros, whose head office is located at 4 Rue Labouche, 31100 Toulouse, France, registered with the Toulouse Trade and Companies Registry under number 501396881, represented by GUILLAUME PARACUELLOS,President.

Hereinafter referred to as " The Client ",

On the other hand,

The Service Provider and the Customer being hereafter jointly referred to as the " Parts " and individually a " Part ".

Having previously stated the following:

The Provider is specialized in the conception and the realization of Internet site. As a result, he has professional expertise in the field of computer development.

The Customer wishes to benefit from this expertise and entrust to the Provider a project of website creation (hereinafter referred to as the " Website ").

The Parties have thus wished to come together to establish this contract of website realization (hereinafter referred to as the " Contract "). 

The Parties declare and acknowledge that the negotiations leading up to the conclusion of this Agreement were conducted in good faith and that during the pre-contractual negotiation phase they were provided with all necessary and useful information to enable them to enter into a commitment with full knowledge of the facts and that they communicated to each other all information likely to determine their consent and of which they could legitimately be unaware. This preamble is part of this Contract and may not be dissociated from it.

The Parties undertake that the conclusion of this Agreement shall not violate any legal obligation, regulatory or contractual.

The Parties undertake to to pursue in a fair and good faith manner their contractual relationship, and to be performed with care and diligence their obligations under this Agreement.

With this in mind, it was agreed and determined as follows:

1. Purpose of the contract

The Client has entrusted the Prestataire une mission de réalisation d'un Site on its behalf. This site will have to meet the functional and technical specifications on which the Parties have agreed and that can be found in the specifications, attached at this Agreement.

2. Missions of the Provider

1. Council

The Provider undertakes to provide the Customer with all information and explanations essential to the realization of the Site, in a clear and easily understandable language. 

The Provider, due to its technical expertise, undertakes to advise the Customer on the technical choices that it would be necessary to make, in particular by warning him of the advantages, disadvantages and risks of each solution envisaged, even if the solution emanates from the Customer himself.

The Provider undertakes to study precisely the Customer's needs in order to advise the Customer on Cthe improvements or additions that would appear necessary for the proper functioning of the Site in its context.

2. Realization

The Provider undertakes to to realize a Site accessible to the public within the time limits defined in this Contract, and in compliance with the technical and functional specifications established in the specifications attached to this Contract.

The realization of the website includes : 

18. CARS-AUTOMOBILE.COM / Redesign of the main website optimized for cell phones ;
19. CARS-AUTOMOBILE.COM / SEO optimization by adding qualitative content on the theme of bodywork + mechanics + windscreen ;
20. mecanique-toulouse.fr / SEO optimization by adding qualitative content on the theme of the mechanics;
21. parebrise-toulouse.fr / SEO optimization by adding qualitative content on the theme of windshields;
22. Maintenance & Hosting 4 sites + Tchatbot ;
23. Chatbot optimization for quote request;

It undertakes to consult the Customer on the major technical choices to which it would be choices, and to formalize each of these decisions in writing.

The Provider undertakes to document the operation of of the present Site in order to allow the Customer to update the contents, and any other professional to easily take it in hand to bring evolutions in the future. 

The Service Provider agrees to test the website before it goes live and to deal with any technical problems reported by the Customer at that time.

3. Maintenance

The Provider undertakes to maintain the site for a period of 12 months from the date of going online. The maintenance of the site includes: 

21. Lhe resolution of the various technical problems that may arise during then this period ;
22. The update of the tools and libraries used ;
23. The implementation minor changes in the operation of the site;

Site maintenance does not include the implementation of major evolutions of the site nor the addition of new functionalities.

3. Client's obligations

The Customer agrees to collaborate with the Provider for the realization of the Website. This implies: 

26. To explain the context in which the Site is being created and the need it meets;
27. To provide models of the various contents which will be put on line on the Site;
28. To respond to requests during the course of the project in a timely manner;
29. To test the Site before it is put online and to report any technical problems that are detected;
30. To confirm receipt of the Site in writing on the date of posting;

4. Remuneration of the Provider

The Parties agree that the Service Provider will receive for the Service lump sum of 6200.0 euros including VAT. This compensation will be paid as follows: 

29. 30% at the signing of this Contract;
30. 30% when the Provider has transmitted will have transmitted to the Customer a first page of the functional Site ; 
31. 40% during the midse on line of the Site ;

Each payment must be made within thirty (30) working days of the date of the presentation of an invoice. In case of late payment, the Provider shall be entitled, after having informed the Customer, not to proceed with the delivery on the date indicated.

Each payment will be made by credit card, bank transfer or check payable to the Provider. Any request, creation, or addition of one or more Services not provided for in the contract will be subject to additional billing.

The Service Provider reserves the right to terminate this Agreement at the sole risk of the Customer in the event of non-payment of the sums presented on proof within thirty (30) days.

In the event of termination of the Agreement for any reason whatsoever, the Service Provider shall invoice the amount due as of the date of termination of the Agreement and the Recipient shall pay the amount due within thirty (30) days of receipt of such invoice. 

In accordance with the provisions of the Commercial Code, any delay in payment :

2. Will automatically lead to the application of late payment interest at the rate of three times the legal rate; 
3. The Customer shall bear all costs incurred by the Service Provider for the purpose of recovering unpaid sums, the amount of which shall not be less than a fixed indemnity of 40 Euros.

5. Duration of the Contract

This Agreement is entered into for the duration of the realization of the Websiteand then during 12 months to maintain the Site.

It is expected that the realization of the Site will be completed on 31/03/2023. À At this date, the Site must be able to be put online by the Provider.

The Provider shall inform the Customer of its progress in real time. In case of delay in the realization of the Site, the Provider will have to inform the Customer at the latest one month before the scheduled completion date and provide a new provisional schedule. In total, the completion date cannot be postponed by the Provider for more than 3 months, except to reimburse the Customer 30% of the price of the Contract.

6. Reception of the Site

At least 15 days prior to the scheduled completion date, the Provider shall provide the Customer with the Site so that the Customer can verify its compliance with the specifications and the absence of technical errors.

The Customer will have a period of 15 days to test the Site. 

Once the Website is tested, if it is in conformity with the specifications, the Customer shall confirm its acceptance in writing and set a date for its going online with the Provider. The silence of the Customer during 15 days will be considered as acceptance of the Website.

In case of non-conformity of the Site to the specifications or technical anomalies, the Customer will write a report detailing all the problems found. The Provider will have 15 days to make the necessary corrections in order to present the Website to the Customer again.

If the technical anomalies or the non-conformity of the Site persist during one month, the Customer will be able to terminate the Contract to the detriment of the Provider and to ask for the refund of 50% of the price of the Contract.

7. Intellectual Property

The Provider assigns and transfer to the Customer, as and when they are created, all the economic rights that it has on the Site, on an exclusive basis.

The price of this Agreement includes the price of such assignment, based on a pro rata share valued at 10% of the price of the Services invoiced.

À In this respect, the Service Provider transfers to the Customer, and without this list being limitative, the rights of reproduction, use, representation, publication, editing, adaptation, development, modification, correction, integration transcription, translation, digitization and marketing on the Internet. Website in any way and in any form. 

This transfer is effective for the whole world and for all the legal duration of protection of the creation or the data-processing program according to the legislations as well French as foreign and the current or future international conventions including the extensions which could be brought to this duration.

The Service Provider acknowledges that the Customer may modify, transform, adapt or reorganize the Website without this constituting an infringement of its moral rights.

8. Privacy

For the purposes hereof, the terms "Confidential Information(s)" shall include any information or documents disclosed by either Party to the other Party, whether in writing or orally, and including without limitation any written or printed documents, design models, trade secrets, know-how, financial or commercial documents, models and calculation results or more generally any means of disclosure of the Confidential Information that may be chosen by either Party with respect to the other Party

However, the terms "Confidential Information(s)" do not cover the information :

4. which are, or will be at the time of disclosure, available and known to the public other than by virtue of a disclosure made in violation of these provisions;
5. which have been or would be communicated to one of the Parties by a third party that is neither directly nor indirectly related to the other Party or one of its representatives;
6. which have been communicated by either Party based on information other than Confidential Information; or
7. disclosed or announced to the public by mutual agreement of the Parties.

Throughout the term of this Agreement and during 5 ans from the date of expiration or termination of the Agreement, the Parties agree not to disclose in any manner whatsoever, including verbally, the Confidential Information without the prior written consent of the other Party. 

EThey are committed to :

15. Pto protect and keep strictly confidential, and to treat with the same degree of care and protection that it gives to its own information confidential information of the other Party;
16. do disclose internally only to its employees and only when necessary for the proper performance of this agreement;
17. do not copy, reproduce or duplicate in whole or in part where such copying, reproduction or duplication has not been authorized by the other Party and specifically, all Confidential Information and reproductions thereof, transmitted by each Party to the other Party, shall be returned to the other Party immediately upon request.

In the event that the legal or regulatory obligations of one of the Parties, in particular following a request from a judicial or administrative authority, or within the framework of regulations applicable to it, require it to communicate to a third party or to make public Confidential Information, this Party shall be authorized to do so.

The Parties, without prejudice to the provisions of this article, may communicate on the mere existence of their commercial relations without in any way whatsoever prejudicing the image of the other, or disclosing any Confidential Information. 

9. Responsibility

The The Service Provider agrees to use its best efforts to perform its task as set forth in this Agreement and its appendices. In particular, it undertakes to do everything possible to achieve the Site in accordance with the specifications, legal requirements and the rules of the art. He will take particular care with the computer security of the Site. 

However, the Parties acknowledge that this is an obligation of means and that the Service Provider shall not be liable for any failure of the Website due to an action of the Customer, or due to an unforeseeable action of a third party, or for a case of force majeure.

In any event, the Provider shall not be liable under any circumstances for any indirect or unforeseeable loss or damage arising from Customer or third parties, including but not limited to any lost profits, commercial loss, loss of sales or profits, loss of goodwill or loss of opportunity related in any way and on any basis whatsoever to this Agreement.    

In addition, the Provider cannot be held responsible for delays or failures due to force majeure or an event beyond their control, or due to the customer. 

In the event that the Provider is found liable for any reason whatsoever, it is expressly agreed that its liability shall be limited by mutual agreement to the amounts actually paid by the Beneficiary for the performance of the disputed Services.

10. Promotional use

It is expressly agreed that the Service Provider may mention the Customer's name and redirect to the Site in order to promote its work.

It is also agreed that the Provider's name will appear on the Site, as well as a link to the Provider's promotional website.

11. Subcontracting

The this Agreement being made intuitu personaeThis Agreement shall not be assigned or transferred, nor shall the rights and obligations contained therein be transferred to any person in any form whatsoever, by either Party without the express prior written consent of the other Party.

Consequently, the Service Provider is prohibited from subcontracting all or part of its contractual obligations without the Customer's express prior consent.

12. Independence of the parties

The Parties acknowledge and declare that no relationship of subordination exists between them. 

The Parties acknowledge and declare that they are and shall remain, for the entire duration of the Contract, independent professional partners, each assuming the risks of its own activity. They undertake to present themselves as such to third parties. 

It is expressly agreed between the Parties that this Contract and its consequences may not be invoked to claim the status of partner of the Client. In addition, the Parties hereby expressly declare that they do not intend to create a company with legal personality, nor a joint venture, nor a de facto company in their relationship.

13. Amendment of the Contract

The Contract, as well as the Preamble and the appendices accompanying it, express the entirety of the Parties' obligations. These stipulations prevail between the Parties over their respective General Terms and Conditions of Sale.

The Parties agree that the Customer may submit a request for modification of the Service(s) ordered to the Provider. 

Requests for changes shall be notified in writing to the Service Provider who shall within seven (7) days of such notification send the Customer a technical and financial proposal. The Provider shall also specify in such proposal the impact of the requested changes and the consequences of such changes on the schedule defined in this Agreement.

If within thirty (30) days of receipt of the Provider's technical and financial proposal, the Parties have not reached an agreement on the said modifications, the Customer may terminate this Agreement. If the request for modification of the Service(s) is made by the Customer, the Customer shall bear all costs incurred.

14. Nullity

In the event that any provision of the Contract is or becomes null, illegal or unenforceable for any reason whatsoever, the validity, legality or enforceability of any other provision of the Contract shall not be affected or impaired in any way. In such event, the Parties shall use their best efforts to reach agreement on amendments to the Contract in order to give it, as far as possible, an effect corresponding to their common initial intention.

15. Applicable law and jurisdiction

This contract is governed by French law.

Any dispute arising from the interpretation, execution, non-execution, or consequences of this contract will be submitted to the jurisdiction of the Commercial Court with geographical jurisdiction.

***

Done at

Le 

In 2 original copies