Terms and conditions of sale

This English translation is provided for convenience. Only the French version is legally binding.

These terms and conditions of sale (the “Terms”) apply to all services and sales agreed between IBSIA (“Ibsia”) and its clients (the “Client”), whether businesses (persons acting for the purposes of their trade or profession) or individuals (consumers within the meaning of the French Consumer Code). Clauses that apply to only one of these categories are marked as such.

Placing an order constitutes acceptance of these Terms, which prevail over any other document from the Client unless otherwise agreed in writing in the quote.

1. About Ibsia

IBSIA, a French simplified joint-stock company (SAS) with a share capital of €3,000, currently being registered. Registered office: 66 avenue des Champs-Élysées, 75008 Paris, France (business domiciliation address, no clients received). SIREN: [TO BE COMPLETED: SIREN number]. RCS: [TO BE COMPLETED: Paris RCS number]. EU VAT number: [TO BE COMPLETED: VAT number]. Phone: +33 7 50 69 97 31. Email: contact@ibsia.fr.

2. Services

Ibsia provides IT services across eight offerings: business AI assistant; automation and business workflows; apps, business tools and ERP; CRM and sales management; ticketing and request management; websites; cybersecurity; hosting and infrastructure. Ibsia may also supply and install hardware. The exact scope of each service is set out in the quote.

3. Quotes and orders

Each service is the subject of a detailed quote, valid for the period stated on it. An order becomes binding once Ibsia has received the accepted quote (signature or written acceptance, including by email) and the deposit provided for in clause 5.

The “from” prices shown on the website are indicative: only the quote is binding. Any service not included in the quote is subject to an additional quote.

4. Prices and recurring services

Prices are stated in euros. For businesses, they exclude VAT, which is added at the applicable rate. For individuals, they include all taxes.

Some services include a monthly component: hosting, maintenance, the platform and licences of an AI assistant, AI usage beyond the included allowance, and email and domain management. Their price, duration and termination terms are set out in the quote. Maintenance is optional, unless the quote makes it necessary for the service to work properly.

Third-party licences, subscriptions and services (software publishers, hosting providers, AI providers, domain name registries) remain subject to their providers’ terms; their price is set out in the quote. Any hardware supplied is described and priced in the quote.

5. Payment

• A deposit of 30% of the price when the order is placed;
• the balance on delivery.

For businesses, each invoice is payable no later than 30 days after its issue date. No discount is granted for early payment.

Payment is made by bank transfer or card.

6. Late payment

Businesses: any late payment automatically incurs, without any reminder being required, late payment penalties at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, together with a fixed recovery fee of €40 (articles L. 441-10 and D. 441-5 of the French Commercial Code). Where the recovery costs incurred are higher, additional compensation may be claimed on presentation of supporting evidence.

Individuals: unpaid sums bear interest at the statutory rate from the date of a formal notice.

Ibsia may suspend the service in progress until amounts due have been paid.

7. Timescales and delivery

Timescales are set out in the quote. They run from receipt of the deposit and of the information required from the Client. Delivery means making the deliverable available: going live, handing over the code or access, installation, or handing over the hardware.

Individuals: where no date has been agreed, Ibsia performs the service or delivers the goods without undue delay and no later than 30 days after the contract is concluded (article L. 216-1 of the French Consumer Code). In the event of delay, the Client has the remedies provided for by the French Consumer Code, including termination of the contract.

8. Client’s obligations

The Client provides in good time the information, content, access and approvals needed for the service. The Client warrants that they hold the rights to the materials they provide (text, images, trademarks, data) and remains responsible for backing up their own data.

9. Intellectual property

Once the price has been paid in full, the Client becomes the owner of the source code and content created specifically for them as part of the service. From that date, Ibsia assigns to the Client, on an exclusive basis, the corresponding economic copyrights (rights of reproduction, representation, adaptation and modification), worldwide and for the entire legal term of protection.

Ibsia retains ownership of its tools, methods, know-how and reusable software components, developed before or independently of the service. Where they are included in the deliverable, Ibsia grants the Client a non-exclusive right of use, worldwide and for the entire term of protection, limited to the operation of the deliverable.

Third-party components (open-source software, online services, fonts, images) remain subject to their own licences.

10. Contractual warranty

Ibsia fixes free of charge any bugs, meaning reproducible defects compared with what is set out in the quote, reported within 3 months of delivery. This warranty does not cover change requests, or malfunctions caused by changes made to the deliverable by the Client or a third party, by improper use or by a third-party service.

Individuals: this warranty is in addition to the statutory guarantees set out in clause 11, which apply in all cases.

11. Statutory guarantees (individuals)

The boxes below are translations of the wording required by French law (annexes to articles D. 211-2, D. 211-3 and D. 211-4 of the French Consumer Code).

Sale of goods (hardware)

The consumer has two years from delivery of the goods to have the statutory guarantee of conformity applied if a lack of conformity appears. During this period, the consumer only has to prove the existence of the lack of conformity, not the date on which it appeared.

Where the contract of sale provides for the continuous supply of digital content or a digital service for more than two years, the statutory guarantee applies to that digital content or digital service throughout the planned supply period. During this period, the consumer only has to prove the existence of the lack of conformity affecting the digital content or digital service, not the date on which it appeared.

The statutory guarantee of conformity requires the professional, where applicable, to provide all updates needed to keep the goods in conformity.

The statutory guarantee of conformity entitles the consumer to have the goods repaired or replaced within thirty days of their request, free of charge and without major inconvenience to them.

If the goods are repaired under the statutory guarantee of conformity, the consumer benefits from a six-month extension of the initial guarantee.

If the consumer asks for the goods to be repaired but the seller imposes a replacement, the statutory guarantee of conformity is renewed for two years from the date the goods are replaced.

The consumer may obtain a reduction of the purchase price while keeping the goods, or end the contract and obtain a full refund in exchange for returning the goods, if:

1. The professional refuses to repair or replace the goods;
2. The repair or replacement takes place after thirty days;
3. The repair or replacement causes major inconvenience to the consumer, in particular where the consumer permanently bears the cost of taking back or removing the non-conforming goods, or bears the cost of installing the repaired or replacement goods;
4. The lack of conformity persists despite the seller’s unsuccessful attempt to bring the goods into conformity.

The consumer is also entitled to a price reduction or to termination of the contract where the lack of conformity is so serious that it justifies an immediate price reduction or termination. The consumer is then not required to ask for the goods to be repaired or replaced first.

The consumer is not entitled to terminate the sale if the lack of conformity is minor.

Any period during which the goods are out of use for repair or replacement suspends the remaining guarantee period until the repaired goods are delivered.

The rights mentioned above result from articles L. 217-1 to L. 217-32 of the French Consumer Code.

A seller who obstructs the statutory guarantee of conformity in bad faith is liable to a civil fine of up to €300,000, which may be increased to 10% of average annual turnover (article L. 241-5 of the French Consumer Code).

The consumer also benefits from the statutory guarantee against hidden defects under articles 1641 to 1649 of the French Civil Code, for two years from discovery of the defect. This guarantee entitles the consumer to a price reduction if the goods are kept, or to a full refund in exchange for returning the goods.

One-off supply of digital content or a digital service (website, app, software…)

The consumer has two years from the supply of the digital content or digital service to have the statutory guarantee of conformity applied if a lack of conformity appears. For one year from the date of supply, the consumer only has to prove the existence of the lack of conformity, not the date on which it appeared.

The statutory guarantee of conformity requires all updates needed to keep the digital content or digital service in conformity to be provided.

The statutory guarantee of conformity entitles the consumer to have the digital content or digital service brought into conformity without undue delay following their request, free of charge and without major inconvenience to them.

The consumer may obtain a price reduction while keeping the digital content or digital service, or end the contract and obtain a full refund in exchange for giving up the digital content or digital service, if:

1. The professional refuses to bring the digital content or digital service into conformity;
2. Bringing the digital content or digital service into conformity is unduly delayed;
3. The digital content or digital service cannot be brought into conformity without costs being imposed on the consumer;
4. Bringing the digital content or digital service into conformity causes major inconvenience to the consumer;
5. The lack of conformity persists despite the professional’s unsuccessful attempt to bring it into conformity.

The consumer is also entitled to a price reduction or to termination of the contract where the lack of conformity is so serious that it justifies an immediate price reduction or termination. The consumer is then not required to ask for the digital content or digital service to be brought into conformity first.

Where the lack of conformity is minor, the consumer is only entitled to cancel the contract if the contract does not provide for payment of a price.

Any period during which the digital content or digital service is unavailable while it is being brought back into conformity suspends the remaining guarantee period until the digital content or digital service is supplied in conformity again.

The rights mentioned above result from articles L. 224-25-1 to L. 224-25-31 of the French Consumer Code.

A professional who obstructs the statutory guarantee of conformity in bad faith is liable to a civil fine of up to €300,000, which may be increased to 10% of average annual turnover (article L. 242-18-1 of the French Consumer Code).

The consumer also benefits from the statutory guarantee against hidden defects under articles 1641 to 1649 of the French Civil Code, for two years from discovery of the defect. This guarantee entitles the consumer to a price reduction if the digital content or digital service is kept, or to a full refund in exchange for giving it up.

Continuous supply of digital content or a digital service (hosting, subscription…)

The consumer is entitled to have the statutory guarantee of conformity applied if a lack of conformity appears throughout the supply period set out in the contract, from the supply of the digital content or digital service. During this period, the consumer only has to prove the existence of the lack of conformity, not the date on which it appeared.

The statutory guarantee of conformity requires all updates needed to keep the digital content or digital service in conformity to be provided throughout the supply period set out in the contract.

The statutory guarantee of conformity entitles the consumer to have the digital content or digital service brought into conformity without undue delay following their request, free of charge and without major inconvenience to them.

The consumer may obtain a price reduction while keeping the digital content or digital service, or end the contract and obtain a full refund in exchange for giving up the digital content or digital service, if:

1. The professional refuses to bring the digital content or digital service into conformity;
2. Bringing the digital content or digital service into conformity is unduly delayed;
3. The digital content or digital service cannot be brought into conformity without costs being imposed on the consumer;
4. Bringing the digital content or digital service into conformity causes major inconvenience to the consumer;
5. The lack of conformity persists despite the professional’s unsuccessful attempt to bring it into conformity.

The consumer is also entitled to a price reduction or to termination of the contract where the lack of conformity is so serious that it justifies an immediate price reduction or termination. The consumer is then not required to ask for the digital content or digital service to be brought into conformity first.

Where the lack of conformity is minor, the consumer is only entitled to cancel the contract if the contract does not provide for payment of a price.

Any period during which the digital content or digital service is unavailable while it is being brought back into conformity suspends the remaining guarantee period until the digital content or digital service is supplied in conformity again.

These rights result from articles L. 224-25-1 to L. 224-25-31 of the French Consumer Code.

A professional who obstructs the statutory guarantee of conformity in bad faith is liable to a civil fine of up to €300,000, which may be increased to 10% of average annual turnover (article L. 242-18-1 of the French Consumer Code).

The consumer also benefits from the statutory guarantee against hidden defects under articles 1641 to 1649 of the French Civil Code, for two years from discovery of the defect. This guarantee entitles the consumer to a price reduction if the digital content or digital service is kept, or to a full refund in exchange for giving it up.

12. Liability

Ibsia is bound by an obligation of means (best efforts).

Businesses: Ibsia’s liability is limited to direct and foreseeable damage, up to the amount paid by the Client for the service concerned. Ibsia is not liable for indirect damage such as loss of business, revenue or data.

Individuals: these limitations do not apply; Ibsia’s liability is determined in accordance with the law.

13. Right of withdrawal (individuals)

Where the contract is concluded at a distance (by email, phone or online) or off-premises, the individual Client has 14 days to withdraw, without giving any reason and without bearing any costs other than those set out below (articles L. 221-18 et seq. of the French Consumer Code). This period runs from the conclusion of the contract for services, and from receipt of the goods for hardware sales.

To withdraw, the Client informs Ibsia of their decision by an unambiguous statement, for example by email to contact@ibsia.fr or by post, or by using the form below. Ibsia refunds all sums paid no later than 14 days after being informed of the decision, using the same means of payment as the Client. For hardware sales, the Client returns the goods no later than 14 days after communicating their decision, at their own expense; the refund may be withheld until the goods have been received back or until proof of dispatch is provided.

If the Client expressly asks for the service to start before the end of the withdrawal period, they pay an amount proportionate to the service provided until they communicate their decision to withdraw (article L. 221-25). The right of withdrawal cannot be exercised for a service fully performed before the end of the period where the Client gave their express consent and acknowledged losing their right of withdrawal, nor for goods made to the Client’s specifications or clearly personalised (article L. 221-28).

Model withdrawal form

(Please complete and return this form only if you wish to withdraw from the contract.)

To IBSIA, 66 avenue des Champs-Élysées, 75008 Paris, France — contact@ibsia.fr:

I/We (*) hereby give notice that I/we (*) withdraw from my/our (*) contract for the sale of the following goods (*)/for the provision of the following service (*):

• Ordered on (*)/received on (*):
• Name of consumer(s):
• Address of consumer(s):
• Signature of consumer(s) (only if this form is sent on paper):
• Date:

(*) Delete as appropriate.

14. Consumer mediation (individuals)

After a written complaint to Ibsia that has not been resolved, the individual Client may refer the matter free of charge to the consumer mediator Ibsia is registered with (articles L. 612-1 et seq. of the French Consumer Code): [TO BE COMPLETED: mediator’s name, postal address and website].

15. Confidentiality

Ibsia keeps confidential the Client’s information and data that it becomes aware of in the course of the service, and never publishes a client project without the Client’s written consent.

16. Force majeure

Neither party is liable for a failure caused by force majeure within the meaning of article 1218 of the French Civil Code.

17. Personal data

The Client’s personal data is processed in accordance with our privacy policy.

18. Governing law and disputes

These Terms are governed by French law.

Businesses: failing an amicable settlement, any dispute falls within the exclusive jurisdiction of the courts of the place of Ibsia’s registered office.

Individuals: the Client may bring proceedings, at their choice, before any court with territorial jurisdiction under the French Code of Civil Procedure or before the court of the place where they lived when the contract was concluded or when the harmful event occurred (article R. 631-3 of the French Consumer Code).