Contract of website development 

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 registered office is located at 4 Rue Labouche, 31100 Toulouse, France, registered in the Toulouse Trade and Companies Register under number 501396881, represented by GUILLAUME PARACUELLOS,President.

Hereinafter referred to as " The Client ",

On the other hand,

The Service Provider and the Client being hereinafter jointly referred to as the " Parties " and individually a " Part ".

Having previously stated the following:

The Provider is specialised in the design and creation of websites. As a result, he has professional expertise in the field of IT development.

The Client wishes to benefit from this expertise and entrust to the Service Provider a project to create a website (hereinafter referred to as the " Website ").

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

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

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

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

In view of the above, it was agreed and determined as follows:

1. Purpose of the contract

The Client has entrusted the Pto carry out a mission to produce a Site on its behalf. This site shall meet the functional and technical specifications agreed upon by the Parties and that can be found in the specifications, annexed at this Agreement.

2. Tasks of the Service Provider

1. Council

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

The Service Provider, as a result of its technical expertise, undertakes to advise the Client on the technical choices that it may be necessary to make, in particular by warning it of the advantages, disadvantages and risks of each solution envisaged, even if the solution comes from the Customer himself.

The Service Provider undertakes to study the Client's needs precisely in order to advise the Client on Cthe improvements or additions that may be necessary for the proper functioning of the Sity in its context.

2. Realization

The Service Provider undertakes to to make a SIt will be accessible to the public within the time limits defined in this Contract, and in compliance with the technical and functional specifications set out in the specifications attached to this Contract.

The realisation of the website includes : 

18. CARS-AUTOMOBILE.COM / Redesign of the main website optimised for mobile phones ;
19. CARS-AUTOMOBILE.COM / SEO optimization by adding quality content on the theme of bodywork + mechanics + windscreen ;
20. mecanique-toulouse.fr / SEO optimization by adding qualitative content on the theme of mechanics;
21. parebrise-toulouse.fr / SEO optimization by adding qualitative content on the theme of windscreens;
22. Maintenance & Hosting 4 sites + Tchatbot ;
23. Optimization of chatbot for quotation request;

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

The Service Provider undertakes to document the operation of of the present SIt allows the Client to update the content, and any other professional to easily take it in hand to make changes in the future. 

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

3. Maintenance

The Service Provider undertakes to maintain the website 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 the course of the year.s this period;
22. Updating the tools and libraries used;
23. The implementation minor developments in the operation of the site;

The maintenance of the site does not include the implementation of major changes to the site or the addition of new functionalities.

3. Obligations of the client

The Client agrees to cooperate with the Service Provider in the creation of the Website. This implies : 

26. Explain the context in which the site is being created and the need it meets;
27. To provide models of the different contents that will be put online 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 a fee for the Service lump sum 6200.0 including VAT. This remuneration will be paid in the following manner: 

29. 30% at the signing of this Contract ;
30. 30% when the Provider has transmitted will have sent the Customer a first page of the functional Site ; 
31. 40% in the midse online site;

Each payment must be made within thirty (30) working days of the date of the presentation of an invoice. In the event of late payment, the Service Provider shall be entitled, after informing the Customer, not to make delivery on the date indicated.

Each payment shall be made by credit card, bank transfer or cheque made out 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 Client's sole risk in the event of non-payment of the sums presented on proof within thirty (30) days.

In the event of termination of the Contract for any reason whatsoever, the Service Provider will invoice the amount due on the date of termination of the Contract, and the Beneficiary undertakes to pay the amount due within thirty (30) days of receipt of the invoice. 

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

2. Interest on arrears at three times the legal rate will be applied automatically; 
3. The Client 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 Contract is concluded for the time to complete the Websiteand then during 12 months to maintain the Site.

It is expected that the Site will be completed on 31/03/2023. À At that time, the Website must be ready to be put online by the Service Provider.

The Service Provider shall inform the Client 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 least one month before the planned completion date and provide a new provisional schedule. In total, the completion date cannot be postponed by more than 3 months by the Provider, except to reimburse the Customer 30% of the price of the Contract.

6. Reception of the Site

At least 15 days before the scheduled completion date, the Service Provider shall provide the Client with the Website so that the Client can check 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 has been tested, if it complies with the specifications, the Client must confirm its acceptance in writing and set a date for it to go online with the Service Provider. The silence of the Customer during 15 days will be considered as acceptance of the Website.

In case of non-conformity of the Website with the specifications or technical anomalies, the Customer will write a report detailing all the problems found. The Service 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 at the Provider's expense and ask for the reimbursement of 50% of the Contract price.

7. Intellectual property

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

The price of the present Contract includes the price of this transfer, according to a share evaluated at 10% of the price of the invoiced Services.

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

This transfer is effective for the entire world and for the entire legal duration of protection of the creation or computer program according to French and foreign legislation and current or future international conventions, including any extensions that may be made to this duration.

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

8. Privacy

For the purposes of this document, the terms "Confidential Information(s)". shall include any information or documents disclosed by each 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 each 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 otherwise than by virtue of a disclosure made in breach of these provisions;
5. which have been or would be communicated to one of the Parties by a third party who is neither directly nor indirectly linked to the other Party or one of its representatives;
6. which have been communicated by either Party on the basis of information other than Confidential Information; or
7. disclosed or announced to the public by mutual agreement between the Parties.

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

EThey undertake 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 not disclose internally only to its employees and only when necessary for the proper performance of this agreement;
17. do not not copy, reproduce or duplicate in whole or in part where such copying, reproduction or duplication has not been authorised 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 latter 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 will be authorised to do so.

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

9. Responsibility

The The Service Provider undertakes to use its best endeavours to perform its task as defined in this Agreement and its annexes. In particular, it undertakes to do everything possible to achieve the Site in accordance with the specifications, legal requirements and the rules of the trade. It shall take particular care to ensure 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 Service 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 loss of profit, loss of business, loss of turnover or profit, loss of goodwill or loss of opportunity relating in any way to this Agreement and on any basis whatsoever.    

Furthermore, the Service Provider shall not be liable for any delay or failure due to force majeure, an event beyond their control or the customer's fault. 

In the event that the Service Provider is condemned for any reason whatsoever, it is expressly agreed that its liability shall be limited by mutual agreement to the sums 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 name of the Client and redirect to the Site in order to promote its work.

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

11. Subcontracting

The this Contract being concluded intuitu personaeIt may not be assigned or transferred under any circumstances, nor may the rights and obligations contained therein be assigned or transferred to any person in any form whatsoever by either Party without the express, prior and written consent of the other Party.

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

12. Independence of the parties

The Parties acknowledge and declare that no 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 wish to create a company with legal personality, nor a joint venture, nor a de facto company in their relationship.

13. Modification of the Contract

The Contract, as well as the Preamble and the appendices that accompany 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 Client may submit a request to the Service Provider to modify the Service(s) ordered. 

Requests for changes shall be notified in writing to the Service Provider who shall, within seven (7) days of such notification, send the Client a technical and financial proposal. The Service Provider shall also specify in this 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 receiving the Provider's technical and financial proposal, the Parties have not reached an agreement on the said modifications, the Client may terminate this Contract. If the request for modification of the Service(s) is made by the Client, the Client 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 a case, the Parties shall endeavour in good faith to reach agreement on the amendments to be made 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 the consequences of this contract shall be submitted to the jurisdiction of the Commercial Court having geographical jurisdiction.

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Done at

Le 

In 2 original copies