Article 1 — Purpose and scope
These General Terms & Conditions of Sale (the « Terms ») govern all services (the « Services ») provided by FLEAT (the « Provider ») to its business clients (the « Client »), within the scope of its activity of consulting, engineering and development of embedded systems, software and IoT solutions.
These Terms apply exclusively to business-to-business relationships. Any order placed with the Provider implies the Client's full and unreserved acceptance of these Terms, which prevail over any document issued by the Client, including its general purchasing conditions, unless otherwise agreed in writing in advance by the Provider.
Article 2 — Provider identification
This website and the Services are published and provided by:
- Company name: FLEAT
- Legal form: single-member limited liability company (EURL)
- Share capital: €1,000
- Registered office: 9 rue des Colonnes, 75002 Paris, France
- Place of business / where Services are performed: 4 Rue Henri Tagnères, 31400 Toulouse, France
- Trade register (RCS): Paris 888 232 543 — SIREN: 888 232 543 — SIRET (registered office): 888 232 543 00023
- VAT number: FR68888232543
- Legal representative / Manager: Wiam Tounsi
- Publication director: Wiam Tounsi
- Contact: hello@fleat.app
Website host: the website is self-hosted by the publisher (FLEAT) on a dedicated server provided by Hetzner Online GmbH, Industriestr. 25, 91710 Gunzenhausen, Germany.
Article 3 — Formation of the contract
Each Service is subject to a prior quotation issued by the Provider. The contract is validly formed upon the Provider's receipt of the quotation, dated, signed and accepted without reservation by the Client, together with any agreed deposit. Quotations are valid for 45 days from their date of issue, unless stated otherwise.
Article 4 — Prices
Services are provided at the rates in force on the order date, as set out in the accepted quotation. Prices are expressed in euros, exclusive of tax, and are increased by VAT at the legal rate in force on the invoicing date. Any additional costs (travel, subcontracting, licences, etc.) are stated in the quotation or invoiced in addition against supporting documents.
Article 5 — Payment terms and deadlines
Unless otherwise stated in the quotation, invoices are payable within 30 days of their issue date. A deposit may be required upon ordering.
In accordance with Article L.441-10 of the French Commercial Code, any late payment automatically gives rise, without prior notice, to late-payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, together with a fixed recovery indemnity of €40, without prejudice to any additional compensation upon supporting evidence.
Article 6 — Performance of Services and place of performance
The Provider performs the Services in accordance with the accepted quotation and the applicable professional standards, under a best-efforts obligation. Performance deadlines are given for guidance only and any overrun may not give rise to cancellation of the order or to damages.
The Services are carried out and performed in Toulouse, the place where the Provider actually conducts its business, notwithstanding the location of its registered office. The place of performance of the Services is thus contractually fixed in Toulouse.
Article 7 — Obligations of the parties
The Client undertakes to provide the Provider, in good time, with all information, access and resources required for the proper performance of the Services, and to cooperate actively. The Provider undertakes to apply the skill and diligence required to perform the Services.
Article 8 — Intellectual property
Unless an express assignment is stated in the quotation, the Provider retains all intellectual property rights in the deliverables, methods, tools and know-how it uses. The intellectual property rights in the deliverables specifically produced for the Client are assigned to it on an exclusive basis upon full payment of the price of the corresponding Service. This assignment does not cover the Provider's pre-existing or generic methods, tools, know-how and components, in respect of which the Client is granted, where necessary, a non-exclusive licence of use. Any unauthorised reproduction or reuse is prohibited.
Article 9 — Confidentiality
Each party undertakes to keep confidential the other party's information and documents to which it may have access during the performance of the contract, and not to disclose them to third parties, throughout the term of the contract and for two (2) years thereafter.
Article 10 — Personal data
Personal data collected in connection with the contractual relationship is processed in accordance with Regulation (EU) 2016/679 (GDPR) and the French Data Protection Act. The data controller is FLEAT. The Client has the rights of access, rectification, erasure, objection and portability, which may be exercised at hello@fleat.app. For more details, see our privacy policy.
Article 11 — Liability
The Provider's liability may only be engaged in the event of proven fault and is limited to direct and foreseeable damages. In any event, the total amount of compensation payable by the Provider may not exceed the total amount, excluding tax, paid by the Client for the relevant Service. The Provider shall not be liable for indirect damages (loss of operations, loss of data, loss of turnover, etc.).
Article 12 — Force majeure
Neither party may be held liable for a failure to perform its obligations resulting from an event of force majeure, within the meaning of Article 1218 of the French Civil Code and the case law of the French courts.
Article 13 — Term and termination
The contract takes effect upon its formation and remains in force until the Services have been fully performed. In the event of a serious breach by either party, not remedied within forty-five (45) days following a formal notice that has remained unsuccessful, the other party may terminate the contract as of right, without prejudice to any damages.
Article 14 — Governing law
These Terms and the Services arising from them are governed by French law. They are drafted in French. In the event of translation into one or more languages, including English, only the French version is binding in the event of a dispute or a divergence of interpretation.
Article 15 — Jurisdiction
As the Services are performed in Toulouse, and by express derogation from the ordinary rules of territorial jurisdiction as well as from the jurisdiction of the court of the Provider's registered office located in Paris:
ANY DISPUTE RELATING TO THE FORMATION, INTERPRETATION, PERFORMANCE OR TERMINATION OF THESE TERMS AND OF THE SERVICES THEY GOVERN SHALL, FAILING AN AMICABLE SETTLEMENT, FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF TOULOUSE (TRIBUNAL DE COMMERCE DE TOULOUSE), INCLUDING IN SUMMARY PROCEEDINGS, IN THE EVENT OF MULTIPLE DEFENDANTS OR THIRD-PARTY PROCEEDINGS.
This jurisdiction clause is agreed between professionals, in accordance with Article 48 of the French Code of Civil Procedure, and is specified in a clearly apparent manner between the parties.