Terms of use and conditions

Deepqual is a French SAS (Société par Actions Simplifiée) with a share capital of 850,000 euros, registered in the Bordeaux Trade and Companies Register under the number 947746418, with its head office located at 31 Rue Ste Catherine, 33000 Bordeaux, represented by Hakim Bourbon, CEO (the "Service Provider").

The Provider's VAT number is FR01947746418.
The Provider can be contacted at the following details:

• 31 Rue Ste Catherine 33000 Bordeaux

• +33 (0)755 63 54 54

• hakim.bourbon@deepqual.com

Article 1 – SCOPE OF APPLICATION

These general terms of service (the "General Terms") apply to the following services (the "Services") provided by the Provider to any professional client wishing to benefit from them (the "Client"):

• [Description of the Provider's Services]

The main characteristics of the Services are specified in the Annex to these terms.
Any order of Services entails the Client's prior acceptance, without restriction or reservation, of the General Terms, which the Client declares to have read.
{Note: If the General Terms are not countersigned, it is recommended to make an express reference to them in a signed order form/quote, stating that the Client has acknowledged them in this document.}

The General Terms apply notwithstanding any contrary provisions contained in any documents issued by the Client, including general purchasing terms.
The General Terms apply, subject to any contrary provisions that may appear in the order form or in any specific conditions agreed upon between the Provider and the relevant Client.

Article 2 – ORDERS

Each Service order gives rise to the preparation of a detailed quote, valid for [Duration] from its date of creation.
The order is final upon acceptance and signature of the quote by the Client, serving as an order form.
The order form, the nature of the Services, and their delivery terms cannot be modified without the prior written agreement of the Provider.
In case of cancellation by the Client of a confirmed order, for any reason, and without prejudice to any additional damages:

• Any deposit paid by the Client at the time of order will be retained by the Provider and will not be refunded;

• In the absence of a deposit, an amount equal to [Percentage]% of the total pre-tax price of the Services will be due to the Provider and invoiced to the Client.

Article 3 – PRICING CONDITIONS

Services are provided at the Provider’s rates in effect on the date of the order form's signature, expressed in euros excluding taxes.
If a price cannot be determined in advance, the price of Services is defined in the order form based on the nature of the Services, the level of required skills and expertise, and the number, qualifications, and experience of the personnel needed. {If applicable, adjust the price calculation elements.}

For fixed prices, the service fees and/or hourly billing rates applicable at the date hereof are listed in the Annex.
The rate is fixed and cannot be revised during the Service execution period, with both parties expressly waiving the right to invoke the provisions of Article 1195 of the French Civil Code.
However, the Provider reserves the right to change its prices at any time for any Services that are subscribed to after such a modification.

[If recurring services (e.g., subscription)]
When Services are recurring, billed at regular intervals, and subject to tacit renewal, any price change will take effect in the next contractual period. Unless the Client terminates the Services before this price change takes effect, the new rate will apply to the new contractual period.

Any price changes resulting from an increase in value-added tax or the creation of a new tax based on the price of Services will be immediately and automatically applied.
Any discounts, rebates, and allowances may apply to Services under the conditions specified in the Annex or any other document provided to the Client. During a promotional period, the Provider agrees to apply the promotional rate to any orders placed within that period.
Expenses incurred for the delivery of Services may be billed to the Client (travel, accommodation, disbursements, etc.) per the agreement specified in the order form.

Article 4 – BILLING AND PAYMENT TERMS

{The payment methods below are examples only. Other payment terms may be agreed within legal and regulatory limits.}

For specific services:
[If payment is due upon ordering]
Services are billed, and the price is fully due and payable upon the order form's signature.

[If payment is due upon delivery]
Services are billed, and the price is fully due and payable upon their delivery.

[If a deposit is required at the time of order]
A deposit of [Percentage]% of the total price of the Services is billed and due from the Client upon the order form's signature, with the balance billed and due upon the completion of the Services.

[If payment is deferred]
Services are billed, and the price is due in full in a single installment within [Timeframe] {a maximum of 45 days end of month or 60 days from the invoice date unless specific provisions apply to a sector} after delivery.

For recurring services:
[If payment is due upon ordering]
Services are billed, and the price is fully due and payable upon the order form's signature for the upcoming contractual period.

[If payment is due at regular intervals]
Services are billed, and the price is due and payable at the [beginning/end of each month] for the provision of Services.

The following payment methods can be used:

• [Credit card]

• [Bank check, for orders equal to or greater than "Amount" euros including VAT]

• [Bank transfer]

• [Direct debit]

• ["Other payment methods"]

[If payment by check]
If payment is made by check, it must be issued by a bank domiciled in metropolitan France or Monaco. Collection will take place immediately or per the conditions agreed upon between the Provider and the Client in the order form.

No discount will be applied for early payment by the Client. Payments cannot be suspended or offset without the Provider’s prior written agreement. Any unilateral suspension, deduction, or offset by the Client will be treated as non-payment and will entail all consequences of delayed payment.

The Client is deemed to be in formal demand for payment by the sole enforceability of the obligation, in accordance with the provisions of Article 1344 of the French Civil Code.

In case of late payment of any installment, the Provider reserves the right, without any compensation due to the Client, to:

• demand immediate payment of all sums due for the Services, which become immediately payable regardless of their initial due date;

• refuse any new order or require full upfront payment or a guarantee for proper fulfillment;

• apply any partial payment first to the non-preferential part of the debt, then to the oldest amounts due;

• reduce, suspend, or cancel ongoing Services [Delay] days after formal demand remaining unaddressed;

• apply, without prior demand, a late fee calculated at the rate specified in Article L.441-6 of the French Commercial Code on all overdue amounts, from the first day of delay until full payment; and/or

• charge a fixed indemnity of €40 for collection costs for each late-paid invoice, and an indemnity equal to 10% of the outstanding amount owed, without prejudice to compensating any actual damage suffered.

Article 5 - TERMS OF SERVICE PROVISION

The Provider declares that it possesses the necessary skills, experience, and resources to deliver the Services and will fully assume responsibility for both the execution of the Services and the organization of its staff's work, if applicable. The Provider will perform the Services in good faith and will use all required due diligence to fulfill its obligations under these General Terms, in compliance with legislative and regulatory provisions and the rights of third parties.

Specifically, the Provider undertakes to:

• apply the required diligence and professional standards customary in the industry to carry out the Services;

• implement or make available appropriate resources for the Services if necessary;

• if immediate execution of the Services is not possible, make best efforts to adhere to the timeframe or indicative schedule listed in the purchase order.

The Provider will deliver the Services at the location agreed with the Client in the purchase order. If the Provider provides Services on the Client’s premises, the Provider will ensure that it and its staff comply with reasonable safety standards and with the hygiene, safety, and confidentiality procedures in force at the location.

The Provider will actively and in good faith collaborate with the Client in all areas to ensure proper execution of the Services and will immediately inform the Client of any difficulty or dispute arising in the course of performing its duties.

The Provider will deliver the Services with total independence and autonomy. Neither the Provider, nor its officers, nor any of its staff members may claim to be agents, subcontractors, or employees of the Client. They will not have the authority to make decisions, commitments, or enter into contracts on behalf of the Client in any manner unless prior written and specific authorization is given by the Client.

The Provider shall be responsible for taxes, social security contributions, or penalties inherent to its activities as an independent professional, and will fulfill all formalities required by this status in compliance with the legal and regulatory obligations applicable to staff employment and remuneration necessary for the Services. In particular, the Provider agrees to provide the Client, upon signing the purchase order and every six (6) months thereafter, with an excerpt from the K-bis and a certificate of social security declaration and payment of contributions issued by the URSSAF.

The Provider will notify the Client in writing beforehand of any task or action that could create a conflict of interest, allowing the parties to jointly determine the actions and measures needed to protect the Client’s interests.

Article 6 – CLIENT OBLIGATIONS

The Client collaborates actively and in good faith with the Provider in all areas to ensure proper execution of the Services. The Client shall provide accurate, complete, and truthful information and documents and make reasonable decisions within the necessary timeframe for the Services' execution. The Provider is authorized to use any elements provided by the Client for the purposes of executing the Services or obtained through generally reliable public sources, presuming without liability that this information is accurate, complete, and free from any inaccuracy or insufficiency that might alter its meaning.

The Client is required to designate a representative who is available, has decision-making authority, and will serve as the main point of contact for the Provider in managing their relationship during the execution of the Services.

The Client may not alter the nature or methods of providing the Services once they are underway without the prior written consent of the Provider.

The Client agrees to immediately notify the Provider of any difficulty, reservation, or dispute encountered during the execution of the Services to enable an amicable resolution of the situation if possible.

The Client will pay for the Services according to the conditions and methods stipulated herein.

Article 7 – CLAIMS

In case of non-performance or defective performance of the Services, the Client must notify the Provider and submit any complaints, reservations, and relevant evidence within thirty (30) calendar days of becoming aware of the issue. This allows both parties to make their best efforts to reach an amicable resolution of the situation within thirty (30) calendar days of the Client's initial notification.

Failing an amicable resolution as outlined above, and in the event of serious non-performance by the Provider, the Client may terminate the General Terms according to the conditions provided in Article 13. They may also seek damages from the Provider to compensate for the harm suffered. However, the Client waives in advance any right to demand specific performance of the Services by the Provider or a third party or to request a proportionate reduction in price, notwithstanding Articles 1221, 1222, and 1223 of the Civil Code.

Article 8 - PROVIDER'S LIABILITY

The Provider is bound by an obligation of means in the provision of the Services.

The Provider's liability cannot be engaged:

• in the event of a breach of any obligation resulting from a fortuitous event or force majeure as defined by Article 1218 of the Civil Code, including unforeseeable events such as strikes, work stoppages, social unrest, factory closures, floods, fires, production or transport issues not caused by the Provider’s own fault, supply interruptions, wars, riots, uprisings, and any other circumstance preventing the Provider from properly fulfilling its obligations;

• if the information, data, instructions, directions, materials, or media provided by the Client are erroneous or incomplete, and more generally if the non-performance or defective performance of the Services is due in whole or in part to the Client's behavior, omission, or fault;

• in cases where the results of the Services are used for a purpose other than those for which the Provider intervened, where the Provider’s recommendations are improperly applied, or where the Client disregards any reservations issued by the Provider.

In any case, the Provider will not be held liable for indirect or immaterial damages such as financial loss, lost opportunity, lost profit, lost contract, lost order, lost clientele, operational losses, business harm, or damage to reputation that may arise from defective or non-performance of the Services.

The Provider's liability cannot exceed an amount equal to the pre-tax price paid by the Client for the Services provided over the last twelve (12) months.

Pursuant to Article 2254 of the Civil Code, any legal action by a Client against the Provider is time-barred after one (1) year from the date the Client became aware or is presumed to have become aware of the harmful event.

Article 9 – NON-SOLICITATION

For the duration of these General Terms and for one (1) year after their termination or expiration for any reason, the Client shall not, directly or indirectly and in any manner, incite or attempt to incite any employee, consultant, representative, or agent of the Provider to leave the Provider or join another company in any capacity (as an employee, agent, consultant, shareholder, or otherwise).

Article 10 - CONFIDENTIALITY

During the duration of the Services provided, each party may become aware of or receive confidential information, documents, and/or data regarding the other party. Therefore, each party agrees, both on its own behalf and on behalf of its agents for whom it is responsible, to maintain the strict confidentiality of all information, documents, and/or confidential data of any kind related to the results, activities, or clientele of the other party, or any information received or obtained from one party in connection with the execution of the Services.
This confidentiality obligation of the parties is valid for the duration of the Services provided and for a period of two (2) years following their provision.

Article 11 - INTELLECTUAL PROPERTY

Unless otherwise agreed in writing by the Service Provider, the Service Provider is the exclusive owner of all intellectual property rights related to the elements communicated to the Client within the framework of the Services provided, including but not limited to the graphic charter, title, form, layout, and structure of the information and documents communicated, texts, logos, brands, images and photographs, animations and videos, slogans, databases, and generally any or all of the elements communicated.
Consequently, these General Terms and Conditions do not result in the transfer of any intellectual property rights to the Client, who is prohibited from reproducing, using, and/or representing, by any means whatsoever, even partially, any element on which the Service Provider holds an intellectual property right.
By way of exception to the above, the Service Provider grants the Client, subject to the latter's compliance with these General Terms and Conditions, a non-exclusive and non-transferable right to access the elements communicated within the framework of the Services provided and of which it holds full ownership, to download and print them as necessary for personal and non-commercial internal use.

Article 12 - PERSONAL DATA

12.1 Nature of personal data collected
The Service Provider agrees to collect only personal data that is adequate, relevant, and limited to what is necessary regarding the purposes for which they are processed. No personal data considered "sensitive," such as racial or ethnic origin, political, philosophical, or religious opinions, shall be requested or collected from the Client.
The Client is hereby informed that the personal data marked as mandatory on forms and collected in connection with the service described herein are necessary for the performance of the Service. Among the personal data of the Client that the Service Provider collects may include:
{Adapt if necessary the following list of personal data collected}

• Full name

• Email address

• Phone number

• Date of birth

• Gender

12.2 Purpose of processing personal data

Personal data may be collected and used by the Service Provider for the purpose of enabling the provision of the Services, and may be transmitted to companies responsible for managing, executing, and processing payment operations.
The collected data may also be used in the context of managing business relationships to establish statistics, conduct market and behavioral studies, and allow the Service Provider to improve and personalize the Services.

12.3 Storage, security, and confidentiality of personal data

The collected personal data is processed and stored under conditions aimed at ensuring its security and is retained for the strictly necessary duration to achieve the purposes outlined in Article 9.2 of these General Terms and Conditions. Beyond this period, they will be retained for statistical purposes only and will not be subject to any exploitation of any kind.
This data may also be retained for security and preservation purposes, in order to comply with the legal and regulatory obligations to which the Service Provider is subject.
The Service Provider commits to implementing technical and organizational security measures to ensure the security, integrity, and confidentiality of all personal data, to prevent any distortion, damage, or unauthorized access by third parties.
However, it is specified that no security measure is infallible, and the Service Provider cannot guarantee absolute security for the Client's personal data.

12.4 Transfer of personal data

{Note: If you use tools such as cloud storage software (e.g., Google Drive), a CRM (e.g., Zendesk, Salesforce), or any other tool that involves data transfer, and that tool locates its servers outside the European Union, you are most likely transferring data to a country outside the European Union. If in doubt, feel free to consult your usual advisor or one of our partner lawyers}
[If no transfer of personal data is carried out outside the EU]
No transfer of personal data is carried out outside the European Union.
[If there are transfers of personal data to a country outside the EU]
Personal data may be transferred to countries located outside the European Union (such as [Names of recipient countries for transfers of personal data]) for the purpose of [Purpose of the transfers made].
In accordance with the General Data Protection Regulation, all transfers of personal data to a country outside the European Union and/or that does not offer a level of protection considered adequate by the European Commission have been subject to cross-border transfer agreements compliant with the standard contractual clauses set forth by the European Commission.
[If there are transfers to the United States]
Other transfers of personal data to the United States are governed by the E.U. – U.S. PRIVACY SHIELD: click here for more information.
Unless a third party requests the Client to accept its own privacy policy and terms of use, the third-party companies that have received the Client's personal data have committed to processing the personal data solely for the implementation of the Service Provider's Services.
The Service Provider agrees never to share the Client's personal data without prior consent with third parties for marketing and/or commercial purposes.
However, the Service Provider may be required to disclose the Client's personal data to administrative or judicial authorities when their disclosure is necessary for the identification, apprehension, or prosecution of any individual likely to harm the rights of the Service Provider, any other client, or a third party. Finally, the Service Provider may be legally required to disclose the Client's personal data and cannot oppose such disclosure.

12.5 Client's rights regarding their personal data

In accordance with the General Data Protection Regulation 2016/679 of April 27, 2016 ("GDPR"), any Client has the right to access, rectify, and delete personal data concerning them, which they can exercise directly with the Service Provider's customer service by contacting them at the email address [email address] or at the following postal address [postal address], attaching a copy of an identification document to their request.
Furthermore, within the limits set by law, the Client also has the right to object to the processing, limit it, decide on the post-mortem fate of their data, withdraw their consent at any time, and the right to data portability of the personal data provided.

Article 13 – DURATION - TERMINATION

In the case of a one-time sale or in accordance with specific conditions, these General Terms and Conditions are concluded for the duration of the Services provided, as mentioned if applicable in specific conditions or in the order form.
In the case of a sale with successive execution, these General Terms and Conditions are concluded for an initial duration of [Duration] [Months/Years]. If no termination of these General Terms and Conditions is made within a period of [Duration] months preceding the end of this initial duration, the provision of the Services and the General Terms and Conditions will be tacitly renewed for a new period equivalent to the initial duration, under the tariff conditions in effect at the date of renewal.
The Service Provider or the Client may terminate the General Terms and Conditions early by sending written notification:

• in the event of the occurrence of a force majeure event referred to in Article 8 herein;

• after notifying the other party in case of a serious breach by that party of its obligations or under the applicable laws and regulations, which has not been remedied within fifteen (15) days (if it can be remedied) following written notification indicating the nature of the breach and the necessity to remedy it.

Article 14 - NOTIFICATIONS

Any written notification or summons required or permitted under the provisions of these terms will be validly made if sent by hand delivery or by bearer against receipt of delivery, by registered mail with acknowledgment of receipt, or by email (except in the case of termination of these terms), sent to the contact details of the concerned party, each party choosing its registered office as its domicile.
Any change in the contact details of a party for the needs of these terms must be notified to the other party according to the procedures set forth above.
Notifications delivered by hand or by bearer will be presumed to have been made on the date of delivery to the recipient, as evidenced by the receipt of delivery. Notifications sent by registered mail with acknowledgment of receipt will be presumed to have been made on the date of their first presentation to the recipient's address. Notifications sent by email will be presumed to have been made on the date of sending the email.

Article 15 - AUTONOMY AND ABSENCE OF WAIVER

If any provision of these General Terms and Conditions is declared null or unenforceable for any reason under a law, regulation, or as a result of a final court decision, it will be deemed unwritten, and the other provisions will remain in effect.
The fact that the Service Provider does not temporarily or permanently invoke one or more provisions of the General Terms and Conditions shall not be deemed a waiver.

Article 16 - MODIFICATION

The Service Provider reserves the right to modify the content of these General Terms and Conditions at any time for the acceptance of new Service orders.
Any order resulting from a modification to the General Terms and Conditions will imply acceptance by each Client of the new version of the General Terms and Conditions that will be communicated to them.

Article 17 - DISPUTES

Disputes that may arise within the framework of the contractual relationships established between the Client and the Service Provider must be resolved amicably whenever possible.
If no amicable settlement is reached within one month from the notification by either party, all disputes that may arise from the General Terms and Conditions concerning their validity, interpretation, execution, termination, consequences, and aftermath will be submitted to the court of [CITY].

Article 18 - APPLICABLE LAW & LANGUAGE OF THE CONTRACT

These General Terms and Conditions and the operations resulting therefrom are governed by and subject to French law. They are written in the French language. In case of translation into one or more foreign languages, only the French text shall prevail in the event of a dispute.

Appendix: Characteristics of the Services
Appendix: Pricing Conditions