Terms of sale

1. Purpose and Capacity of the Parties

These terms of sale (hereinafter "Terms") govern all services provided by Édouard Porcheron, doing business as Epsiio, sole trader (Entrepreneur individuel — EI) registered with the Bernay RCS under number 104 925 433 (SIRET: 104 925 433 00013), with registered office at 340 Rue des Forges, 27210 Boulleville, France (hereinafter "the Provider"), to any professional client acting in the course of their business (hereinafter "the Client").

The Provider's services are exclusively intended for a professional clientele (companies, independent professionals, associations acting in the course of their activity). They are not offered to consumers within the meaning of the preliminary article of the French Consumer Code.

Any service order implies unconditional acceptance of these Terms, which prevail over any other Client document, unless otherwise agreed in writing.

2. Services

The Provider offers services in the following areas:

• Custom applications — development of web applications and business software, websites, client portals.
• Automations — design and implementation of automated workflows.
• AI agents — creation of custom intelligent assistants and agents.
• Dashboards and reporting — data visualisation and steering tools.
• Epsiio Care subscription — recurring maintenance, supervision and evolution service, reserved for Clients with at least one delivered engagement (see Article 9).

The details, scope and deliverables of each engagement are defined in a quote or commercial proposal accepted by the Client, which serves as the specific contract. In case of conflict between these Terms and the specific contract, the latter prevails.

3. Pre-contractual Information

In accordance with Article 1112-1 of the French Civil Code, the Provider communicates to the Client, before the conclusion of the contract, all information whose importance is decisive for the Client's consent: nature of the services, scope, deliverables, indicative schedule, price, payment terms, duration, IP assignment terms, separately invoiced costs. This information appears in the quote or commercial proposal.

4. Quote and Order

The Provider sends the Client a detailed quote specifying the nature of the services, the provisional schedule, the expected deliverables, the price, the payment schedule and, where applicable, separately invoiced costs (cf. Article 5).

The quote is valid for 30 days from its issue date. Beyond this period, the Provider reserves the right to revise it.

The order is deemed firm and final upon receipt by the Provider of the quote signed by the Client (or validated by equivalent email return), accompanied, where applicable, by payment of the agreed deposit.

5. Pricing and Separately Invoiced Costs

Prices are stated in euros (€) and are excluding tax. The Provider is not liable for VAT under Article 293 B of the French General Tax Code (VAT-exempt small business scheme), as long as the legal threshold is not exceeded. If exceeded, VAT will be invoiced at the rate in force. The mention "VAT not applicable — Article 293 B CGI" appears on every quote and invoice.

Prices may be revised at any time. However, services are invoiced at the rate in force on the day the order is confirmed, unless an indexation clause is expressly stipulated in the specific contract.

Costs invoiced separately, at cost price, without margin:

• hosting (Vercel, OVH, AWS or equivalent) — paid directly by the Client to the supplier;
• third-party software and service licences (databases, n8n, external services);
• AI usage costs (Claude, GPT, Gemini, Mistral, etc.) — a monthly order of magnitude is provided in the quote.

The Provider applies no margin to these costs.

6. Payment Terms

Unless otherwise stipulated in the quote, payment terms are as follows:

• Project (≥ €3,900): 30% on signature, 40% during execution (milestone defined in the quote), 30% on delivery.
• Targeted work or Quick fix (< €3,900): 50% on signature, 50% on delivery.
• Scoping workshop: full payment on signature.
• Epsiio Care subscription: monthly SEPA direct debit, payable in advance, on a due-term basis.

Unless a specific cadence applies, each invoice is payable within 30 days from its issue date, in accordance with Article L.441-10 of the French Commercial Code. Payments are made by bank transfer, SEPA direct debit, or any other means agreed.

No discount is granted for early payment, unless otherwise stipulated in the quote.

7. Late Payment

In accordance with Articles L.441-10 and D.441-5 of the French Commercial Code, any late payment automatically incurs, without any prior formal notice being necessary:

• late payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points, payable from the day following the payment date appearing on the invoice;
• a fixed indemnity for collection costs of €40 (Article D.441-5 of the French Commercial Code). When collection costs incurred exceed this amount, the Provider may request additional compensation upon justification.

The Provider reserves the right to suspend any ongoing services in case of non-payment of an overdue invoice, after a formal notice that has remained unsuccessful for 8 days, without the Client being able to claim any compensation.

8. Service Performance

The Provider undertakes to perform services with diligence and according to industry standards, in compliance with the agreed schedule. This is a best-efforts obligation (obligation de moyens), unless otherwise expressly stipulated in the quote.

The Client undertakes to provide, within the agreed deadlines, all information, documents, access and validations required for the proper execution of the engagement. Any delay attributable to the Client may result in a schedule shift and, where applicable, additional billing.

The delivery dates indicated in the quote are given for guidance only and do not constitute a firm commitment, unless explicitly stated otherwise.

9. Epsiio Care Subscription

The "Epsiio Care" subscription is a recurring maintenance, supervision and evolution service, reserved for Clients with at least one engagement delivered by the Provider. It includes several tiers (Essentiel, Évolutif, Partenaire) detailed on epsiio.fr/tarifs.

• Duration: monthly commitment, no minimum term.
• Payment: monthly SEPA direct debit, payable in advance, the applicable rate being the one in force on the subscription date.
• Included hours: unused hours in a given month are carried over only to the following month (no cumulative carry-over beyond), unless otherwise stipulated (Évolutif tier).
• Termination: by the Client or the Provider at any time by email, with effect at the end of the current calendar month. No compensation is due.
• Exit: the code, documentation and access remain the property of the Client (cf. Article 11). The Provider transmits, at no additional cost, the elements necessary for a takeover by a third party.
• Price changes: the Provider may modify rates with a written notice of 60 days. The Client retains the right to terminate without charge before the new rate takes effect.

10. Acceptance, Validation and Warranty

Upon delivery of each deliverable or completion of the engagement, the Client has 15 calendar days to formulate observations or substantiated reservations in writing.

In the absence of feedback within this period, the deliverables are deemed accepted. Corrections related to reservations made within the deadlines will be carried out at no extra cost, within the scope defined in the quote.

Post-delivery warranty: for 30 calendar days from acceptance, the Provider corrects, at no charge, any reproducible anomaly attributable to a defect introduced during development. Excluded from the warranty: evolutions beyond scope, anomalies due to non-compliant use, unauthorised modification of deliverables by the Client or a third party, failure of a third-party service (host, external API, AI provider), or force majeure. Beyond 30 days, interventions are billed under the Quick fix format or covered by an Epsiio Care subscription.

11. Intellectual Property

Unless otherwise stipulated in the quote, the assignment of economic rights of intellectual property on the deliverables takes place in favour of the Client upon full payment of the price, in accordance with Articles L.131-1 and following of the French Intellectual Property Code. The moral rights of the author are inalienable (Article L.121-1 of the same Code).

This assignment includes the rights of reproduction, representation, adaptation and distribution for all media and all territories, for the legal duration of copyright protection.

The Provider retains the right to use the methodologies, techniques, know-how, generic software components and tools developed or used as part of the engagement, including those that compose the deliverables, for other clients. Third-party open source components integrated into the deliverables remain governed by their respective licences, communicated to the Client.

The Provider reserves the right to mention the engagement as a commercial reference (Client name, brief description of the mission, non-confidential screenshots) on his site, presentations and commercial materials, unless the Client objects in writing.

12. Confidentiality

Each party undertakes to keep strictly confidential all information, documents, data and know-how communicated by the other party as part of the performance of the services. This confidentiality obligation lasts for 2 years after the end of the contractual relationship, unless otherwise agreed or unless information has fallen into the public domain.

13. Personal Data

Personal data collected as part of the commercial relationship is processed in accordance with Regulation (EU) 2016/679 (GDPR) and the French Data Protection Act. To learn more, see the privacy policy.

Where the performance of the engagement leads the Provider to process personal data on behalf of the Client, the parties shall conclude, where applicable, an addendum or a data processing agreement compliant with GDPR Article 28 specifying the subject, duration, nature and purpose of the processing.

14. Subcontracting and Undeclared Work

The Provider operates as an independent. In accordance with Articles L.8222-1 et seq. of the French Labour Code, the Provider will provide the Client, on request and at regular intervals, with documents attesting to compliance with social security and tax obligations (URSSAF vigilance certificate, tax compliance certificate). As a sole trader without employees, the Provider declares on his honour the personal nature of the performance of the services, unless subcontracting is expressly declared to the Client.

15. Liability

The Provider is liable for the proper performance of contractual obligations within the following limits:

• the Provider's liability cannot be engaged in case of force majeure within the meaning of Article 1218 of the French Civil Code, fault of the Client, or unforeseeable and insurmountable act of a third party;
• in case of proven fault by the Provider, compensation is limited to the total amount actually paid by the Client for the relevant service over the 12 months preceding the triggering event;
• the Provider cannot be held liable for indirect damages (loss of revenue, loss of data, damage to image, loss of profits, loss of clientele, business interruption).

It is the Client's responsibility to implement backups and continuity plans appropriate to the criticality of his activity.

16. Termination

Each party may terminate the contract in case of serious breach by the other party of its obligations, not remedied within 15 days following a formal notice sent by registered letter with acknowledgement of receipt or by email with acknowledgement of receipt.

In case of early termination by the Client without fault of the Provider, services performed at the date of termination remain fully due. The deposit paid is acquired by the Provider as compensation.

In case of early termination by the Provider without fault of the Client, the Provider refunds the Client the sums paid corresponding to services not yet performed.

Specific termination terms for the Epsiio Care subscription appear in Article 9.

17. Force Majeure

Neither party may be held responsible for the total or partial non-performance of its obligations if such non-performance is due to a force majeure event within the meaning of Article 1218 of the French Civil Code, in particular: natural disaster, epidemic, war, attack, general strike, fire, failure of telecommunications or energy networks, government decision. The affected party will inform the other party as soon as possible and obligations will be suspended for the duration of the event. If the event persists beyond 60 days, each party may terminate the contract without compensation.

18. Right of Withdrawal (Article L. 221-3 of the French Consumer Code)

In accordance with Article L. 221-3 of the French Consumer Code, when the contract is concluded off-premises between two professionals, the Client benefits from a 14-day right of withdrawal provided that (cumulatively):

• the object of the contract does not fall within the scope of the Client's main activity, and
• the number of employees of the Client is less than or equal to five.

When the Client requests immediate performance of the services before the expiration of the 14-day period, he expressly waives his right of withdrawal for the part already performed, in accordance with Article L. 221-25 of the French Consumer Code. This request for immediate performance is expressly formalised in the signed quote.

19. Mediation and Amicable Dispute Resolution

In case of a dispute, the parties shall endeavour to find an amicable solution. The Client may resort, free of charge, to the Business Mediator (Médiateur des entreprises — www.economie.gouv.fr/mediateur-des-entreprises) for disputes between professionals.

20. Applicable Law and Competent Jurisdiction

These Terms are governed by French law.

Failing amicable resolution, any dispute relating to the formation, execution or interpretation of these Terms will be brought before the court territorially competent according to the rules of the French Code of Civil Procedure (Article 42 et seq.). No jurisdiction clause within the meaning of Article 48 of the French Code of Civil Procedure is stipulated.

21. Modifications to the Terms

The Provider reserves the right to modify these Terms at any time. The applicable Terms are those in force on the order date. The current version can be consulted at any time on the site epsiio.fr/conditions-generales.

22. Contact

For any question relating to these terms of sale: edouard@epsiio.fr.

See also the legal notice and the privacy policy.