These terms of sale apply to the services DataFish provides to business clients: audit and consulting, dashboards, forecasting, automation and AI agents, applications and websites, training, maintenance and support.
1. Purpose and scope
These general terms of sale (the "Terms") set out the conditions under which DATAFISH, whose legal details appear in the legal notice, provides its services to its business clients (the "Client").
Any order implies acceptance of these Terms. They prevail over the Client's general purchasing conditions, unless otherwise agreed in writing. Any specific conditions set out in the quote prevail over these Terms.
2. Quotes and orders
Each service is subject to a quote or a commercial proposal specifying the scope, deliverables, provisional schedule, price and validity period of the offer.
The order becomes binding upon receipt of the quote signed by the Client. Where applicable, the quote specifies the deposit payable on order.
Any change of scope requested after the order is covered by an additional quote or an amendment, accepted in writing by both parties.
3. Prices and invoicing
Prices are those stated in the quote. They are expressed in euros excluding tax, plus VAT at the rate applicable on the invoice date.
Projects are invoiced according to the schedule set out in the quote. The maintenance package is invoiced at the frequency set out in the quote. Any travel expenses are specified in the quote.
4. Payment terms
Invoices are payable within the period and by the means stated in the quote and on the invoice. Where no period has been agreed, they are payable 30 days after the service has been performed. The agreed period may not exceed the ceiling set by Article L441-10 of the French Commercial Code: 60 days from the invoice date, or 45 days end of month if the parties have so agreed.
Unless otherwise stated in the quote, no discount is granted for early payment.
5. Late payment
Any late payment automatically gives rise, without prior reminder, to late payment penalties at the rate set out in the quote or, failing that, at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points. This rate may not be lower than three times the French statutory interest rate. A fixed indemnity of €40 for recovery costs is also due (Articles L441-10 and D441-5 of the French Commercial Code). If the recovery costs incurred exceed this amount, DataFish may claim additional compensation, on presentation of supporting evidence.
In the event of late payment, DataFish may suspend ongoing services after a formal notice has remained without effect.
6. Timing, delivery and acceptance
The timing stated in the quote assumes that the Client provides the necessary information, data and access on time. Unless the quote sets out a firm commitment, it is given as an indication.
Upon delivery, the Client checks that the deliverables conform to the quote during the acceptance period set out in the quote, and reports any issues in writing. DataFish fixes the issues that fall within the scope of the quote. In the absence of written reservations during this period, the deliverables are deemed accepted.
Every project includes one month of support. After that, the maintenance package, from 5 hours per month, covers monitoring, fixes and improvements, under the conditions set out in the quote.
7. Obligations of the parties
DataFish performs the services with care, in accordance with professional standards, under a best-efforts obligation.
The Client appoints a contact person, provides the necessary information, data and access within the agreed timeframes, and reviews the deliverables. The Client warrants that it holds the necessary rights to the data and content it provides to DataFish, and that their use for the services complies with applicable regulations.
8. Confidentiality
Each party keeps confidential the information of the other party it becomes aware of in the course of the services, and uses it only to perform them. This obligation applies for the whole duration of the services and after they end. It does not cover information that is public or that the party already lawfully held.
9. Personal data
When DataFish processes personal data on behalf of the Client, it acts as a processor within the meaning of Article 28 of the GDPR. The subject matter, duration, security measures and sub-processors of this processing are set out in a data processing agreement entered into with the Client.
Personal data of the Client's contact persons is processed by DataFish as described in the privacy policy.
10. Intellectual property
The intellectual property terms for the deliverables (assignment or licence, scope, time of transfer) are set out in the quote.
Third-party software, models and services used in the course of the services remain subject to their own licence and usage terms.
11. Liability
DataFish may only be held liable for proven fault, and for direct damage only, up to the cap set out in the quote. DataFish is not liable for indirect damage, such as loss of revenue or damage to reputation.
Neither party is liable for a failure caused by force majeure within the meaning of Article 1218 of the French Civil Code.
12. Termination
In the event of a serious breach by one party of its obligations, the other party may terminate the order by registered letter with acknowledgement of receipt, after a formal notice has remained without effect within the period it sets. Services performed up to the termination date remain payable.
The maintenance package may be terminated under the commitment period and notice conditions set out in the quote.
13. Governing law and disputes
These Terms are governed by French law. In the event of a dispute, the parties first seek an amicable solution. Failing that, the dispute is brought before the competent courts.