Terms and Conditions of Sale

Version 1.0

Preamble

These Terms and Conditions of Sale (hereinafter the "T&Cs") govern the contractual relationship between Jérémy Wagner, doing business as Odyssée (hereinafter "Odyssée" or the "Provider"), and its professional clients (hereinafter the "Client") in connection with all services offered by Odyssée: creation of websites (showcase sites, e-commerce), creation of bespoke web applications and SaaS platforms, maintenance, hosting and search engine optimisation (SEO / GEO) subscriptions, consulting and strategy services, professional training, and any related service.

Any order placed with Odyssée implies the Client's full and unreserved acceptance of these T&Cs, which the Client acknowledges having read prior to signing the quote and/or the associated contract.

These T&Cs apply to the exclusion of all other terms, in particular any terms the Client may seek to enforce.

Article 1 — Identification of the Provider

The Provider is:

• Trading name: Odyssée
• Legal form: Sole trader (EI) — Micro-enterprise (French regime)
• Represented by: Mr Jérémy Wagner
• SIREN: 888 845 963
• SIRET: 888 845 963 00048
• Intra-EU VAT number: not applicable (VAT exemption, art. 293 B of the French Tax Code)
• Email: contact@odyssee-agency.com
• Website: odyssee-agency.com

Hosting provider for odyssee-agency.com: Vercel Inc. — 340 S Lemon Ave #4133, Walnut, CA 91789, United States.

Article 2 — Definitions

In these T&Cs, the following terms have the meanings set out below:

• "T&Cs": these Terms and Conditions of Sale.
• "Client": any natural person acting in a professional capacity or any legal entity that has accepted a quote from Odyssée.
• "Contract": the whole formed by the signed quote, the T&Cs in force and, where applicable, the specific subscription contract.
• "Effective date": for subscriptions, the date from which the subscription is invoiced, as defined in the applicable subscription contract.
• "Quote": the priced commercial proposal issued by Odyssée and accepted by the Client.
• "Business hours": Monday to Friday, 9 a.m. to 6 p.m. (Paris time), excluding French public holidays.
• "Hosting": the provision of a technical environment enabling the publication of the Project on the internet.
• "Incident": full or partial unavailability of the Project detected by Odyssée's monitoring system or reported by the Client.
• "Deliverable": any item (site, code, content, document) handed over by Odyssée to the Client in performance of the Contract.
• "Minor change": any update to existing content or addition of content not exceeding the unit time defined in the applicable subscription contract, requiring no specific development, no change to the Project's structure and no advanced graphic work.
• "Domain name": the internet address associated with the Project, of which the Client is the holder.
• "Party / Parties": Odyssée and/or the Client.
• "Service": any service provided by Odyssée, whether the initial creation of the Project or recurring subscription services.
• "Project": the digital solution created by Odyssée for the Client under the Contract — website (showcase, e-commerce), bespoke web application, SaaS platform, dashboard or any other interface delivered. Unless otherwise stated, the provisions of these T&Cs relating to the "Project" apply equally to these various services.

Article 3 — Scope

These T&Cs apply to all services provided by Odyssée to professional clients, whether:

• the creation of websites (showcase websites, e-commerce websites, custom-built websites);
• the creation of bespoke web applications and SaaS platforms;
• consulting and strategy services (audit, positioning, roadmap, support);
• maintenance, hosting, support and search engine optimisation (SEO / GEO) subscriptions;
• professional training delivered by Odyssée (AI, no-code, SEO, digital tools, etc.);
• any additional service invoiced separately (redesign, custom development, integration, content, etc.).

The T&Cs apply in B2B only. Odyssée does not contract with consumers within the meaning of the introductory article of the French Consumer Code. Certain specific services (in particular professional training) may be subject to Special Conditions supplementing these T&Cs; in the event of contradiction, the Special Conditions shall prevail over these T&Cs for the service concerned.

Article 4 — Conclusion of the contract

4.1 Quote

Every service is the subject of a written quote, valid for 2 weeks from its date of issue, unless otherwise stated. The quote details the scope of services, the price, indicative timelines and payment terms.

4.2 Acceptance

The contract is formed on the date the Client signs the quote bearing the wording "Bon pour accord" (agreed and accepted), together where applicable with the signing of the related subscription contract. Electronic signatures have the same legal value as handwritten signatures (eIDAS Regulation).

4.3 Deposit

Unless otherwise stated in the quote, a deposit of 50 % is due upon signature of the quote. Work begins only after this deposit has actually been received.

4.4 Hierarchy of documents

In the event of contradiction between contractual documents, the order of priority is as follows:

• the specific subscription contract (if any);
• the signed quote;
• these T&Cs.

Article 5 — Obligations of the Parties

5.1 Obligations of the Provider

Odyssée undertakes to:

• perform the services with the care and diligence of a professional;
• comply with the indicative timelines communicated to the Client, subject to the timely provision by the Client of the necessary items (content, validations, access);
• inform the Client of any difficulty likely to affect the proper performance of the Contract;
• ensure the confidentiality of the information communicated by the Client (Article 10);
• implement appropriate technical and organisational measures to ensure the security of the Project and the data processed.

Odyssée is bound by an obligation of means in performing the services.

5.2 Obligations of the Client

The Client undertakes to:

• provide Odyssée, in good time, with all items necessary for the proper performance of the services (content, access, validations, documents);
• validate intermediate deliverables within the agreed timelines;
• pay the sums due on the agreed due dates;
• guarantee the legality of the content published on the Project and its compliance with third-party rights (copyright, image rights, trademarks, personal data, etc.);
• keep the Domain Name active throughout the term of the Contract;
• not modify the Project's code directly nor intervene on the hosting infrastructure without Odyssée's prior agreement;
• use the Project in compliance with these T&Cs and applicable regulations.

Any delay or failure by the Client to provide the necessary items shall result in an equivalent postponement of the performance timelines, without prejudice to Odyssée.

Article 6 — Delivery and acceptance

6.1 Delivery

Odyssée delivers the Project to the Client on the agreed date, subject to the timely provision of the necessary items.

6.2 Acceptance

From the date of delivery, the Client has 15 days to report any non-conformity to Odyssée in writing. Failing any reservations within this period, the Project is deemed accepted without reservation.

6.3 Conformity warranty

Odyssée corrects, at no additional cost, any defects reported during the acceptance phase. This warranty does not cover changes or modifications requested by the Client beyond the initial scope of the quote, which are subject to an amendment or an additional quote.

6.4 Post-delivery warranty

Odyssée warrants the correction of bugs identified on the Project for 30 days from delivery. This warranty does not cover damage resulting from non-compliant use of the Project, modifications carried out by the Client or a third party, or events of force majeure.

Article 7 — Intellectual property and buyout option

7.1 Content provided by the Client

Content provided by the Client (texts, images, logos, trademarks, videos, etc.) remains its exclusive property. The Client warrants Odyssée against any third-party claim relating to such content.

7.2 Licence of use during the subscription

Throughout the term of the maintenance subscription taken out by the Client, Odyssée retains intellectual property rights over the Project, including in particular the source code, technical architecture, custom graphic elements and bespoke developments carried out.

The Client benefits from a non-exclusive, non-transferable licence of use enabling it to use the Project for the purposes of its business, within the limits of the rights expressly granted to it.

7.3 Blog articles and content written by Odyssée

Blog articles and content written by Odyssée under SEO services included in the subscription become the property of the Client from their publication on the Project. The Client is free to reuse, modify or remove them.

7.4 Project buyout option

The Client may at any time exercise a buyout option allowing it to acquire the entirety of the intellectual property rights to the Project and to obtain the documented and exploitable source code.

The buyout price decreases with the length of the contractual relationship:

The buyout entails the definitive and exclusive assignment to the Client of the rights of reproduction, representation, adaptation and modification of the Project. Odyssée delivers the documented source code and supports the migration for 30 days following full payment of the buyout price.

The buyout option is exercised by written notice (email or registered letter) addressed to contact@odyssee-agency.com. The assignment takes effect upon full payment of the price.

7.5 Intellectual property of Odyssée

Odyssée retains all rights to its methods, know-how, tools, internal frameworks, templates and any element not specifically created for the Client. The Client may in no event claim any right to such elements, including in the event of a Project buyout.

Article 8 — Hosting and domain name

8.1 Domain name

The Domain Name associated with the Project is the exclusive property of the Client, who bears the cost of registration and renewal. The Client retains full control of the Domain Name and may modify its configuration at any time.

Odyssée may, at the Client's request, assist in registration or renewal procedures, without becoming the holder.

8.2 Hosting

Hosting is provided by Odyssée on third-party professional infrastructure (in particular Vercel, Hostinger or equivalent). The Client acknowledges that the quality of Hosting may be affected by events beyond Odyssée's control (third-party host outage, network outage, denial-of-service attacks, etc.).

8.3 Availability

Odyssée undertakes to use its best efforts to guarantee Project availability of 99.5 % monthly average, excluding:

• scheduled maintenance operations notified to the Client with reasonable notice;
• outages attributable to third-party hosts;
• events of force majeure (Article 12).

8.4 Backups

Odyssée carries out automatic backups of the Project at the frequency defined in the applicable subscription contract. Backups are kept for 30 days.

Article 9 — Financial terms

9.1 Prices

Prices are stated in euros, exclusive of tax. Odyssée benefits from the VAT exemption provided for in article 293 B of the French Tax Code; accordingly, "VAT not applicable, art. 293 B of the French Tax Code".

9.2 Payment terms

Unless otherwise stated in the quote or the subscription contract:

• Creation of a website, web application or SaaS platform: 50 % deposit on signature, 50 % on delivery. Payment by bank transfer within 15 days of receipt of invoice.
• One-off consulting services, audits and training: 50 % deposit on signature, balance at the end of the service, unless otherwise stated in the quote.
• Subscriptions (maintenance, hosting, SEO / GEO): monthly or annual automatic direct debit via Stripe, on the date agreed in the subscription contract.
• Additional services: in accordance with the terms of the applicable quote.

9.3 Late payment

Any late payment automatically gives rise, without prior notice, to:

• the application of late payment penalties at the legal interest rate increased by 5 points;
• a fixed indemnity for recovery costs of €40 (article L.441-10 of the French Commercial Code). Additional indemnity may be claimed on production of supporting documents if the recovery costs actually incurred exceed this amount.

In the event of late payment exceeding 15 days, Odyssée reserves the right, after notification, to:

• suspend the performance of ongoing services, without such suspension releasing the Client from its financial obligations;
• terminate the Contract at the Client's fault under the conditions of Article 13.

9.4 Price revision

For subscriptions, Odyssée reserves the right to revise the price as from each annual due date, by notifying the Client in writing with 2 months' notice. The Client then has a right of termination, to be exercised within the month following the notification, without further indemnity or notice. Failing termination within this period, the price revision is deemed accepted.

Article 10 — Confidentiality

Each Party undertakes to keep strictly confidential any technical, commercial, financial, strategic or personal information communicated by the other Party during the performance of the Contract.

This obligation of confidentiality applies throughout the term of the Contract and for 3 years following its termination, regardless of the cause.

Information that meets any of the following criteria is not considered confidential:

• is in the public domain at the time of communication;
• is already known to the receiving Party from other sources;
• must be disclosed in compliance with a legal obligation or court decision.

Article 11 — Liability

11.1 Obligation of means

Odyssée is bound by an obligation of means in performing the services covered by the Contract.

11.2 Liability cap

In any event, Odyssée's total liability towards the Client, all causes combined and all damages cumulated, is limited to the total amount of sums actually paid by the Client over the twelve (12) months preceding the event giving rise to liability, or to the amount of the relevant service if lower.

11.3 Excluded damages

Indirect damages are expressly excluded from Odyssée's liability, in particular:

• loss of revenue;
• loss of clients or prospects;
• loss of commercial opportunities;
• loss of data otherwise available to the Client;
• damage to image or reputation;
• any indirect financial consequence.

11.4 Causes of exemption

Odyssée cannot be held liable for damages resulting from:

• outages or failures attributable to third-party hosts or any other third-party technical provider;
• cyberattacks (intrusion, denial of service, ransomware, etc.) despite reasonable security measures in place;
• modifications to the Project carried out by the Client or a third party appointed by it without Odyssée's agreement;
• non-compliant use of the Project by the Client;
• unlawful content or content infringing third-party rights published by the Client;
• any event of force majeure (Article 12).

Article 12 — Force majeure

Neither Party shall be held liable for any non-performance or delay in performing its obligations resulting from a case of force majeure within the meaning of article 1218 of the French Civil Code.

Are notably considered events of force majeure: natural disasters, acts of terrorism, wars or armed conflicts, epidemics or pandemics resulting in activity restrictions, general strikes, major power or network outages, global cloud infrastructure failures, and any decision by a public authority preventing performance of the Contract.

The Party invoking force majeure shall inform the other Party as soon as possible. If the event lasts more than 60 days, either Party may terminate the Contract by operation of law, without indemnity.

Article 13 — Termination

13.1 Termination of creation services (one-shot)

Once the creation quote has been signed and the deposit paid, the Client may only terminate the service for serious fault by Odyssée, after formal notice that has remained without effect for 30 days.

In the event of termination by the Client during performance for convenience, the deposit paid remains acquired by Odyssée and the services actually performed are invoiced pro rata.

13.2 Termination of subscriptions

The conditions for terminating subscriptions (notice, early termination, termination for fault) are defined in the specific subscription contract signed between the Parties.

13.3 Effects of termination

Upon termination of the Contract, regardless of the cause:

• the Client loses access to the Project hosted by Odyssée;
• Odyssée keeps a backup of the Project for 90 days, then permanently deletes it, unless the Client has exercised the buyout option (Article 7.4);
• sums due on the date of termination remain payable.

Article 14 — Personal data (GDPR)

14.1 Data collected via the Project

The Client is the sole data controller within the meaning of the GDPR for personal data collected via the Project (contact forms, sign-ups, comments, etc.). It defines the purposes and means of processing and is responsible for GDPR compliance (information of data subjects, legal basis, retention periods, etc.).

This data is transmitted directly to the Client (by email or via its CRM) and does not transit durably through Odyssée's systems.

14.2 Data processed by Odyssée

Odyssée acts as processor within the meaning of article 28 of the GDPR, only for technical operations necessary for Hosting the Project (server logs, technical backups, administrator access).

Odyssée undertakes to:

• process this data only on the documented instructions of the Client;
• ensure the confidentiality of the data and the security of its processing;
• assist the Client in complying with its GDPR obligations (responding to data subjects' requests, data breach notifications);
• delete or return the data at the end of the Contract, at the Client's choice.

14.3 Sub-processors

The Client authorises Odyssée to use the following sub-processors to perform the services:

• Vercel Inc. (hosting, United States — DPA signed, standard contractual clauses);
• Hostinger International Ltd (hosting, European Union);
• Stripe Payments Europe Ltd (payment collection, European Union);
• any other technical provider necessary for the performance of the Contract.

Any change to this list is notified to the Client with 30 days' notice, allowing it to object on legitimate grounds.

14.4 Client data (commercial relationship)

For the management of the commercial relationship (quotes, billing, support), Odyssée processes the following Client data: surname, first name, position, company name, professional contact details, payment data.

This data is kept for the duration of the Contract and 3 years after the last contact, for commercial prospecting purposes, or for the legal period applicable to accounting and tax obligations (10 years).

The Client has rights of access, rectification, erasure, restriction, objection and portability of its data, exercisable at: contact@odyssee-agency.com. The Client may also lodge a complaint with the CNIL (French data protection authority).

Article 15 — Assignment of the Contract

The Contract is concluded in consideration of the Client's identity (intuitu personae). The Client may not transfer the benefit of the Contract to a third party without Odyssée's prior written agreement.

Odyssée may transfer the Contract to any entity coming into its rights or continuing its activity, with simple information to the Client.

Article 16 — Commercial references

Unless the Client objects in writing, Odyssée reserves the right to mention the Client (name, logo, screenshot of the Project) in its commercial portfolio, on its website and on any communication medium, as a commercial reference.

The Client may withdraw this authorisation at any time by written notice to contact@odyssee-agency.com.

Article 17 — Changes to the T&Cs

Odyssée reserves the right to modify these T&Cs at any time. The applicable T&Cs are those in force on the date of signing the quote or the subscription contract.

For Clients with an ongoing subscription, any substantial change to the T&Cs is notified in writing with 2 months' notice. The Client then has a right of termination, to be exercised within the month following the notification, without indemnity.

Article 18 — Miscellaneous provisions

18.1 Entire Contract

The Contract (quote, subscription contract where applicable, and these T&Cs) constitutes the entire agreement between the Parties and supersedes any prior agreement on the same subject.

18.2 Partial invalidity

If any provision of these T&Cs is declared null or unenforceable, the other provisions shall retain their full force and effect.

18.3 No waiver

The fact that one Party does not enforce a breach by the other Party of any of its obligations shall not be construed as a waiver to enforce it later.

18.4 Notices

Any notice under the Contract is validly given by registered letter with acknowledgement of receipt or by email with acknowledgement of receipt to the following addresses:

• For Odyssée: contact@odyssee-agency.com
• For the Client: at the email address indicated in the quote

Article 19 — Applicable law and jurisdiction

These T&Cs are governed by French law.

In the event of a dispute relating to the interpretation, performance or termination of the Contract, the Parties shall endeavour to find an amicable solution within 30 days of notification of the dispute.

Failing amicable agreement, any dispute shall fall within the exclusive jurisdiction of the Commercial Court of Bordeaux (Tribunal de commerce de Bordeaux), notwithstanding multiple defendants or warranty claims, and including for emergency or interim measures by way of summary proceedings or petition.

For any question regarding these T&Cs: contact@odyssee-agency.com.