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TERMS AND CONDITIONS

Table of Contents

Terms and Conditions

Last Updated: 02.12.2025

Preamble

These Terms and Conditions (hereinafter “T&Cs”) govern the contractual relationship between:

 

The Service Provider: [Full company name] [Legal form] with a share capital of [X] euros Registered office: [Full address] RCS [City] [SIREN number] EU VAT number: [Number] Email: contact@lesage.digital

 

Hereinafter referred to as “LeSage Digital” or “the Service Provider”

 

And: Any natural or legal person, whether private or public, wishing to benefit from the services offered by LeSage Digital.

 

Hereinafter referred to as “the Client”

 

The Service Provider and the Client are hereinafter individually referred to as “the Party” and collectively as “the Parties.”

 

Important: These T&Cs apply exclusively to business-to-business (B2B) relationships. LeSage Digital’s services are not intended for consumers as defined by consumer protection laws.

Article 1 — Purpose

These T&Cs define the conditions under which LeSage Digital provides the Client with services in the following areas:

  • Workflow and business process automation
  • Design and deployment of chatbots and AI agents
  • Development of AI voice agents
  • Web scraping and data extraction
  • Database cleaning and enrichment
  • Artificial intelligence API integration
  • And more generally, any service related to automation and artificial intelligence

The specific services, their scope, timelines, and pricing are defined in a quote or commercial proposal (hereinafter “the Quote”) accepted by the Client.

Article 2 — Acceptance of T&Cs

Any order for services implies unreserved acceptance of these T&Cs by the Client.
Acceptance of the T&Cs is evidenced by:

  • Signing the Quote mentioning acceptance of the T&Cs, or
  • Sending an email confirming acceptance of the Quote and T&Cs, or
  • Payment of the deposit specified in the Quote

The applicable T&Cs are those in effect on the date of the order. LeSage Digital reserves the right to modify the T&Cs at any time. Modifications do not apply to orders in progress.

Article 3 — Quotes and Orders

3.1 Quote Preparation

Prior to any order, LeSage Digital prepares a Quote detailing:

  • Description of services to be performed
  • Scope and expected deliverables
  • Estimated timeline
  • Service pricing
  • Payment terms
  • Quote validity period

Quotes are free and prepared based on information provided by the Client.


3.2 Quote Validity

 

Unless otherwise stated, Quotes are valid for 30 days from their date of issue.


3.3 Acceptance and Order


The order is deemed firm and final upon receipt by LeSage Digital of:

  • The Quote signed by the Client with the mention “Approved,” or
  • An explicit acceptance email from the Client, or
  • Payment of the deposit specified in the Quote

Any order is binding on the Client.

Article 4 — Pricing and Payment Terms

4.1 Pricing

 

Prices are stated in euros and are exclusive of taxes (excl. VAT). Applicable VAT will be added at the current rate.
Prices indicated in the Quote are firm and final for the relevant service. Any request to modify the scope during the project will be subject to a priced amendment.


4.2 Payment Terms


Unless otherwise agreed in the Quote, payment terms are as follows:
For fixed-fee projects:

  • 40% upon order (deposit)
  • 60% upon delivery

For recurring services (subscriptions):

  • Monthly billing, payable upon receipt of invoice

Accepted payment methods:

  • Bank transfer
  • SEPA direct debit (upon prior agreement)
  • Credit card (via secure payment link)

4.3 Payment Deadlines


Invoices are payable upon receipt, unless otherwise stated in the Quote.
In accordance with Article L.441-10 of the French Commercial Code, any late payment automatically entails:

  • Application of late payment penalties at a rate of 3 times the legal interest rate
  • A fixed compensation of 40 euros for collection costs

4.4 Payment Default


In case of payment default at maturity, LeSage Digital reserves the right to:

  • Suspend performance of services in progress
  • Demand immediate payment of all amounts due
  • Terminate the contract automatically after formal notice remaining unsuccessful for 15 days

Article 5 — Service Performance

5.1 Service Provider Obligations


LeSage Digital commits to:

  • Performing services with diligence and professionalism
  • Mobilizing the skills and resources necessary for proper service delivery
  • Meeting agreed deadlines, except in exceptional circumstances or Client failure to meet obligations
  • Informing the Client of any event likely to affect proper service performance
  • Ensuring confidentiality of information provided by the Client

LeSage Digital’s obligations constitute best-efforts obligations, not obligations of result.

 

5.2 Client Obligations


The Client commits to:

  • Providing LeSage Digital with all information, data, and access necessary for service delivery
  • Responding to LeSage Digital’s requests within reasonable timeframes
  • Designating a single contact person authorized to make necessary decisions
  • Validating intermediate deliverables within agreed deadlines
  • Paying invoices by due dates

Any delay or failure by the Client to meet obligations may result in postponement of delivery deadlines and/or additional billing.


5.3 Deadlines


Delivery deadlines are indicated as estimates in the Quote. They run from receipt of the deposit AND all elements necessary for service delivery.

Delivery delays cannot give rise to any penalties, damages, or order cancellation, unless otherwise agreed in writing.

Article 6 — Delivery and Acceptance

6.1 Delivery

 

Delivery is made by making deliverables available to the Client, by any means agreed between the Parties (email, sharing platform, system access, etc.).


6.2 Acceptance and Validation


Upon receipt of deliverables, the Client has 10 business days to verify them and notify in writing any reasoned reservations.

Reservations must relate to non-conformity of deliverables with the scope defined in the Quote. Requests for modifications or additions outside the scope do not constitute valid reservations.
Failing notification within this period, deliverables are deemed accepted without reservation.


6.3 Corrections


In case of justified reservations, LeSage Digital commits to making necessary corrections within a reasonable timeframe. A new acceptance process is then organized under the same terms.

Article 7 — Intellectual Property

7.1 Ownership of Deliverables


Subject to full payment of amounts due, the Client acquires intellectual property rights to deliverables specifically created for them under the service.


This transfer includes the right to reproduce, represent, adapt, and modify deliverables, worldwide and for the legal duration of copyright protection.


7.2 Pre-existing Elements


Pre-existing elements used by LeSage Digital (libraries, frameworks, tools, templates, generic scripts, etc.) remain the property of LeSage Digital or their respective owners.


The Client benefits from a non-exclusive license to use these elements within the scope of deliverable exploitation.


7.3 Client Data Ownership


Data provided by the Client or extracted on their behalf remains the exclusive property of the Client. LeSage Digital retains no rights to this data.


7.4 Commercial Reference


Unless expressly objected to by the Client, LeSage Digital is authorized to mention the Client’s name and logo in its commercial references and on its website.

Article 8 — Confidentiality

8.1 Confidentiality Commitment


Each Party commits to keeping strictly confidential all information and documents of any nature communicated by the other Party in the course of contract performance.


The following are notably considered confidential: client data, business processes, commercial strategies, financial information, technical developments, source codes.


8.2 Duration


This confidentiality obligation applies throughout the contract duration and continues for 3 years after its termination.


8.3 Exceptions


The following are not subject to confidentiality obligations:

  • Information already public at the time of communication
  • Information that became public subsequently, through no fault of the receiving Party
  • Information lawfully received from a third party
  • Information whose disclosure is required by law or competent authority

8.4 NDA

At the Client’s request, the Parties may enter into a separate confidentiality agreement (NDA) strengthening these provisions.

Article 9 — Personal Data

In the course of service performance, LeSage Digital may process personal data on behalf of the Client.


9.1 Role of the Parties

  • The Client acts as Data Controller
  • LeSage Digital acts as Data Processor within the meaning of GDPR

9.2 LeSage Digital Commitments


As a processor, LeSage Digital commits to:

  • Processing personal data only on documented instructions from the Client
  • Ensuring that persons authorized to process data commit to confidentiality
  • Taking all security measures required by Article 32 of GDPR
  • Not engaging another processor without prior written authorization from the Client
  • Assisting the Client in responding to data subject rights requests
  • Deleting or returning personal data upon service termination, as chosen by the Client

9.3 Data Processing Agreement


At the Client’s request, the Parties may enter into a data processing agreement (DPA) detailing the conditions for processing personal data.

Article 10 — Liability

10.1 Limitation of Liability


LeSage Digital’s liability can only be engaged in case of proven fault in service performance.
In any event, LeSage Digital’s liability is limited to direct damages and capped at the total amount actually paid by the Client under the relevant contract.


10.2 Exclusions


LeSage Digital shall not be held liable for:

  • Indirect damages (loss of revenue, data loss, loss of opportunity, reputational damage, etc.)
  • Damages resulting from Client failure to meet obligations
  • Damages resulting from use of deliverables in a non-compliant manner
  • Malfunctions of third-party tools, platforms, or APIs
  • Unilateral modifications to terms of use of third-party services (e.g., OpenAI API, Make, Zapier, etc.)

10.3 Force Majeure


Neither Party shall be held liable for non-performance of its obligations in case of force majeure within the meaning of Article 1218 of the French Civil Code.

Article 11 — Duration and Termination

11.1 Duration


The contract takes effect on the date of Quote acceptance and terminates upon delivery of services and full payment of amounts due.


For recurring services (subscriptions), the duration is specified in the Quote.


11.2 Termination for Breach


In case of serious breach by one Party of its obligations, the other Party may terminate the contract automatically, 15 days after formal notice by registered letter with acknowledgment of receipt remaining unsuccessful.


11.3 Termination for Convenience


For recurring services, each Party may terminate the contract at any time, with 30 days’ written notice.


11.4 Consequences of Termination


In case of termination:

  • Services performed remain due and billable pro rata
  • The Client retains rights to delivered and paid deliverables
  • Client data is returned within 30 days

Article 12 — General Provisions

12.1 Entirety


These T&Cs, the Quote, and any amendments constitute the entire agreement between the Parties and replace any prior agreement.


12.2 Partial Nullity


If any provision of these T&Cs is declared null or unenforceable, the other provisions remain in force.


12.3 Tolerance


Failure by either Party to enforce a breach by the other Party does not constitute waiver of the right to enforce it subsequently.


12.4 Assignment


The Client may not assign the contract to a third party without prior written consent from LeSage Digital.

Article 13 — Applicable Law and Disputes

These T&Cs are governed by French law.


In case of dispute relating to the interpretation or performance hereof, the Parties shall endeavor to find an amicable solution.


Failing amicable agreement within 30 days, the dispute shall be submitted to the exclusive jurisdiction of the commercial courts of [City of registered office], notwithstanding multiple defendants or third-party proceedings.

Article 14 — Contact

For any questions relating to these T&Cs:
Email: contact@lesage.digital
Address: [Full address]

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