Terms of sale — Koragence

Preamble

These General Terms of Sale (GTCS) apply to all services, subscriptions, digital products, and consulting missions provided by Koragence, a micro-enterprise registered in France (registered office: Cergy, France — SIRET: 94443936300028). Any order implies unconditional acceptance of these GTCS.

1. Definitions

Prestataire : Koragence, a micro-enterprise operating under the Koragence brand.
Client : any natural or legal person who has ordered a service, subscription, or product.
Prestation : creation and development of websites, applications, SaaS, internal tools, and support.
Abonnement : recurring maintenance, support, and outsourced CTO agreement.
Digital product : template, tool, downloadable resource.
Contract : the signed quote and these GTCS as a whole.

2. Scope

These GTCS apply to all orders placed with Koragence, regardless of the medium (platform, email, signed quote). They prevail over any other client document.

3. Quote and order

Any service is subject to a prior, detailed, and priced quote.
The quote signed by the client constitutes acceptance of the GTCS.
The order is firm upon receipt of the signed quote and the first deposit if applicable.
The quote specifies, in particular, payment deadlines, the late-payment penalty rate, and the fixed collection-fee indemnity due in the event of late payment.

4. Scope of services and changes

Any substantial modification to the initial scope requested by the Client will be subject to an additional quote.

Koragence reserves the right to refuse any request not provided for in the initial contract.

5. Pricing

Prices are expressed in euros (€), excluding taxes.
Unless otherwise stated, services are billed excluding tax, plus applicable taxes.
Changes requested after signature may result in a price adjustment.

6. Third-party services and related costs

As part of performing the services, Koragence may use third-party services (hosting, databases, emailing services, APIs, SaaS tools, etc.).

These services may be free or paid, and some may generate variable costs depending on usage (traffic, storage, requests, email sends, etc.).

Unless expressly stated otherwise in the quote, fees related to these third-party services are borne by the Client.

The Client is informed that these costs may evolve over time depending on use of the services.

Koragence cannot be held liable for changes in the pricing of these external services, nor for the costs generated by their use.

Koragence may assist the Client in choosing and configuring these services, but does not handle their billing or cost control.

7. Payment

Unless otherwise specified, payment is made according to the terms indicated on the quote.
For services billed progressively, milestones may be defined (by stage, milestone, or deliverable).
In the event of late payment, penalties shall be due automatically, without prior formal notice, at an annual rate equal to three (3) times the statutory legal interest rate in force.
For professional clients, a fixed indemnity of €40 for collection costs is also due automatically in the event of late payment.
Koragence reserves the right to suspend services in case of non-payment.

8. Deposits

A deposit may be required at order (often 30% of the amount excluding tax).
The deposit remains with the Provider in case of unmotivated cancellation by the client.

9. Provider obligations

Provide the services in accordance with the quote.
Deliver the agreed deliverables within the stated timelines, subject to the information received.
Maintain the confidentiality of the client's data.

10. Client obligations

Provide all information necessary to carry out the service.
Validate milestones and deliverables within the agreed timelines.
Pay the amounts due according to the agreed terms.
Actively cooperate with Koragence and provide, within a reasonable time, all information required for proper performance of the services.
The Client is solely responsible for the content provided (texts, images, data, legal compliance).

11. Timeframes and cooperation

Timelines are provided for information only.
A reasonable delay does not justify automatic cancellation.
In case of significant delay attributable to the Provider, the client may issue a formal notice.
Any delay, deficiency, or lack of cooperation from the Client shall not engage Koragence's liability and may result in postponed deadlines.

12. Deliverable acceptance

Any explicit or implicit validation of a deliverable by the Client constitutes final acceptance of that deliverable.

No claim may be raised after validation, except in the event of a hidden defect.

13. Intellectual property

Deliverables are assigned according to the rights defined in the quote (often usage/ownership rights for the client).
Koragence retains ownership of tools, frameworks, or reusable components that are not project-specific.
Any reuse of the code outside a specific assignment must be authorized.

14. Warranties

Koragence guarantees that services comply with the specifications of the quote.
Legal warranties (hidden defects, non-conformity) apply under legal conditions.

15. Maintenance and support

Maintenance/support services are treated as subscriptions with specific terms, durations, and pricing.
Requests outside the maintenance contract may be billed per task.
A maintenance subscription may be taken out: its full terms are set out in the Maintenance Terms.

16. Recurring subscriptions

Subscriptions (support, outsourced CTO, maintenance) are billed monthly or annually according to the contract.
Termination must be notified in writing with an agreed notice period (often 30 days).
No refund is due for periods already started unless otherwise stated.

17. Liability

Koragence's liability is limited to proven direct damages, up to the amount excluding tax paid for the service concerned.
Koragence cannot be held liable for indirect damages (data loss, loss of revenue, financial harm).
Koragence is bound only by an obligation of means and does not guarantee any commercial, financial, or performance result.
The Client remains solely responsible for the use of the deliverables.
Koragence cannot be held liable for any unlawful or inaccurate content, or content infringing third-party rights.
Koragence cannot be held liable for intrusions, attacks, data loss, or security breaches that are independent of its intervention.

18. Force majeure

Events considered force majeure are unforeseeable, irresistible, and external events preventing normal performance of obligations (wars, disasters, major system outages). Their occurrence suspends obligations.

19. Personal data

Koragence processes personal data in accordance with the GDPR. The client has rights of access, rectification, objection, and deletion by contacting contact@koragence.com.

20. Confidentiality

Each party undertakes to preserve the confidentiality of exchanged information, except for information already public or legally required.

21. Evidence and communications

Electronic exchanges (emails, messages, validations) are binding between the parties and may be used as contractual evidence.

Koragence reserves the right to immediately suspend any service in the event of abusive behavior, excessive requests, or non-compliance by the Client with its contractual obligations.

22. Complaints

Any complaint must be sent in writing to contact@koragence.com. A response will be provided within a reasonable time.

23. Nature of advice

The services provided do not under any circumstances constitute legal, tax, or financial advice.

24. Governing law and jurisdiction

These GTCS are governed by French law. In the event of a dispute, the competent courts within the jurisdiction of Paris (France) shall have exclusive jurisdiction.

GENERAL TERMS OF SALE - KORAGENCE