The terms for Klair.

"Engagement". Any custom-software design, development or operation work entrusted by the Client to the Provider, as defined by a signed Specification.

"Specification" ("Cahier des Charges"). The document, co-drafted with the Client, describing the functional and technical requirements of the Engagement. It is the sole benchmark of conformity for the work.

"signed Specification" (the "Contract"). The Specification finalised and signed by the Client, together with the Specific Terms and the successive Change Orders. The signed Specification is the contract that binds the parties for the Engagement concerned.

"Specific Terms". The stipulations proper to each Engagement (identity of the parties, scope description, price, milestone schedule, dates, designated contacts), completing these Terms and the Specification.

"Change Order" (avenant). Any request to change the scope, price or milestones of an Engagement, set out and priced in writing and then accepted by the Client.

"Milestone". A delivery stage of the Engagement to which a payment (acompte, a down-payment) is attached under the milestone schedule in the Specific Terms.

"Deliverable". Any code, development, documentation, plan or other item produced by the Provider under an Engagement and delivered to the Client.

"Acceptance" (réception). The Client's acceptance, express or tacit, of a Deliverable, under the conditions of section 08.

"Managed Tier". The optional service for the operation, hosting and maintenance of software built by the Provider, governed by section 15.

"Reversibility". The set of operations for returning data and, where applicable, transferring code, enabling the Client or a third party to resume operation of the software, governed by section 16.

"Portal". The Provider's web application through which the Client follows its project, communicates with the Provider, approves milestones and makes payments.

"Client Data". All data, content and information supplied by the Client or processed on its behalf in connection with an Engagement.

The Provider undertakes to design and develop the software described in the signed Specification. In performing the Engagement the Provider owes an obligation of means (obligation de moyens): it applies the skill, diligence and know-how reasonably to be expected of a professional in its field.

The signed Specification is the sole benchmark for the conformity of Deliverables. The conformity of a Deliverable is assessed exclusively against the requirements expressly stated in it, to the exclusion of any need, use or purpose not expressed in the Specification. It is for the Client to satisfy itself that the scope described meets its needs.

Software development being by nature an iterative and exploratory process, the Provider warrants neither any specific result beyond conformity with the signed Specification, nor the software's fitness for any unspecified use.

The contract is formed, for each Engagement, by the Client's signature of the Specification, which entails acceptance of these Terms and of the applicable Specific Terms. The Specification is co-drafted with the Client during the specification phase; its scope is negotiated project by project.

In the event of conflict between the contractual documents, the descending order of precedence is as follows:

1. the signed Specification and the successive Change Orders, which prevail on any question of scope, price and milestones;
2. the Specific Terms;
3. these Terms, which prevail on any legal question;
4. any product, commercial or technical documentation.

The signed Specification is the contractual document that binds the parties. Commercial materials, unsigned quotes, preparatory exchanges and marketing documents have no contractual value.

These Terms and all Engagements are reserved to professionals. The Client declares that it acts exclusively for purposes falling within its commercial, industrial, craft, professional or agricultural activity, and that it has authority to bind the legal entity it represents.

The services are not directed at consumers, and the Client acknowledges that the provisions of the French Consumer Code, including any right of withdrawal, do not apply. The Client acknowledges in particular that the subject matter of each Engagement falls within the field of its main activity; consequently, article L.221-3 of the French Consumer Code, which extends certain protections to professionals employing no more than five persons, does not apply.

Price. Prices are set on a fixed-price basis for each Engagement and detailed, per milestone, in the Specific Terms. They are exclusive of tax; value added tax and any other applicable tax are added at the rate in force on the invoice date.

Down-payments and milestone unlocking. The price is payable in successive milestones. Each milestone payment is a firm and definitive down-payment (acompte) within the meaning of article 1590 of the French Civil Code; it is in no case a deposit-with-forfeiture (arrhes). Payment of a milestone conditions the start of work on the next milestone: the Provider is not required to begin a milestone until the preceding milestone has been paid.

Invoicing and payment term. Invoices are issued per milestone and payable on receipt, and in any event within a maximum of sixty (60) days from the invoice date, unless a shorter term is stated in the Specific Terms. Card and bank-transfer payments are handled by a payment service provider; no card data passes through the Provider's servers.

Late payment. In accordance with article L.441-10 of the French Commercial Code, any late payment gives rise, automatically, without any reminder being necessary and from the day following the due date, to:

• late-payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten (10) percentage points, that rate never being lower than three times the statutory interest rate;
• a fixed indemnity for recovery costs of forty (40) euro, without prejudice to additional compensation on supporting evidence where the costs incurred exceed that amount.

No settlement discount is granted for early payment. Commercial rebates may, however, be granted in the Specific Terms, for example for the bundled payment of several milestones at the order.

Suspension for non-payment. If a milestone is not paid when due, the Provider may, after a formal notice left without effect for eight (8) days, suspend performance of the Engagement and access to the Deliverables and environments concerned automatically, without such suspension giving rise to any indemnity in the Client's favour or releasing the Client from its payment obligations.

Sums paid in respect of a milestone are acquired by the Provider as a firm and definitive down-payment. They give rise to no refund, including in the event of partial performance.

Where the Client decides to reduce scope after a milestone has been paid, the sums corresponding to work not yet commenced give rise, not to a refund, but to the issue of a credit note of an equivalent amount. That credit note may be freely used by the Client on any later milestone of the same Engagement or on another Engagement with the Provider, and remains valid for twelve (12) months from its issue.

This mechanism is agreed as the balanced counterpart of the capacity commitment made by the Provider; the credit note is a value genuinely usable by the Client.

Any Client request to change the scope defined in the signed Specification is handled as a change request.

The signed Specification is the sole arbiter of what falls within the Engagement and what exceeds its scope:

• a request to correct a discrepancy between a Deliverable and the signed Specification is a matter of non-conformity and is handled free of charge, under the warranty (section 10);
• a request concerning a feature or requirement not provided for in the signed Specification is an out-of-scope change, giving rise to a priced, chargeable Change Order.

Each Change Order is the subject of a separate quote describing the scope, price and impact on milestones. Change Order quotes are valid for thirty (30) days and are carried out in the order in which they are accepted (serialised handling), only one Change Order being capable of being under pricing and signature at a time. An accepted Change Order is incorporated into the signed Specification and follows its regime.

Making available. The Provider makes the Deliverables available to the Client at the agreed milestones, for verification.

Client verification. The Client has ten (10) business days from the making available to carry out the checks and tests enabling it to verify the conformity of the Deliverable with the signed Specification, and to notify in writing, where applicable, the precisely identified non-conformities.

Tacit acceptance. Failing a written and reasoned reservation within that period of ten (10) business days, the Deliverable is deemed accepted without reservation, automatically and without any prior formal notice being necessary. Putting the Deliverable into production or actually operating it constitutes, in any event, acceptance without reservation.

Anomalies. Only non-conformities with the signed Specification of such a nature as to prevent conforming use may bar acceptance; minor anomalies do not bar it and are handled under the warranty.

Effects of acceptance. Acceptance: (i) renders the corresponding milestone payment due; (ii) starts the ninety (90)-day conformity warranty under section 10; (iii) transfers to the Client the risks relating to the Deliverable; and (iv) opens the Client's choice between resuming the software on its own and subscribing to the Managed Tier (section 15).

Retention of intellectual-property title. By way of derogation from any immediate transfer, the Provider retains full ownership of the economic rights in the bespoke developments produced under the Engagement until full and effective payment of the price of the Engagement and of all related Change Orders. This retention of title is stipulated in accordance with article 2367 of the French Civil Code.

Licence during development. During the development phase and until full payment, the Client holds in the Deliverables a limited, personal, non-exclusive and non-transferable right of use, revocable as of right in the event of non-payment or termination of the Engagement, solely for the purposes of verification and provisional internal operation of the Engagement.

Assignment on full payment. Subject to the condition precedent of full and effective payment of the price of the Engagement and of all Change Orders, the Provider assigns to the Client, on an exclusive basis, the economic rights in the developments produced specifically for it. In accordance with article L.131-3 of the French Intellectual Property Code, this assignment covers the rights of reproduction, representation, adaptation, modification, translation and distribution of the bespoke Deliverables, including their source code and documentation, for all modes of exploitation, worldwide and for the legal term of protection of the rights.

Pre-existing and reusable elements. The Provider retains full ownership of its know-how, methods, tools, frameworks, libraries, generic components and other pre-existing or reusable elements, including where they are embedded in a Deliverable. For those embedded elements only, the Provider grants the Client, on full payment, a non-exclusive, worldwide, perpetual and irrevocable licence, transferable only together with the Deliverable from which it is inseparable, to the exclusion of any standalone use, separate reuse or independent making-available of the klair elements. The Portal, the klair.dev website and all of the Provider's tools are not transferred. Embedded third-party and open-source components remain governed by their own licences.

Moral rights. The Provider handles the moral rights of its contributors; in accordance with article L.121-7 of the French Intellectual Property Code, those contributors may not oppose the modification or adaptation of the Deliverables by the Client.

No stipulation of these Terms entails a global and indeterminate assignment of rights: the assignment is strictly confined to the rights and developments enumerated above.

Conformity warranty. The Provider warrants the conformity of the Deliverables with the signed Specification for a period of ninety (90) days from their acceptance. During that period, any non-conformity with the signed Specification, notified in writing and reproducible, is corrected free of charge, within a reasonable time, by way of correction or workaround.

Exclusions. The warranty does not cover: (i) anomalies resulting from a modification of the Deliverable not made or not approved by the Provider; (ii) non-conforming use, negligence or mishandling by the Client or its staff; (iii) the intervention of a third party or of a third-party component not supplied by the Provider; (iv) a change in the runtime environment, dependencies or data outside the Provider's control; and (v) any need or use not expressed in the signed Specification.

Latent defects. This warranty organises, as between professionals, the conditions of exercise of the statutory warranty against latent defects (articles 1641 et seq. of the French Civil Code). Any action on that basis must, on pain of foreclosure, be brought within six (6) months of discovery of the defect, and in any event within the statutory time limits. This clause does not bar the Provider's liability in the event of wilful misconduct (dol).

Managed Tier. For as long as the Client subscribes to the Managed Tier (section 15), the continuous correction of anomalies provided under it replaces the ninety (90)-day warranty; the warranty resumes, for the remaining period, from the termination of the Managed Tier.

Nature of obligations. The Provider owes an obligation of means in performing its services.

Liability cap. The Provider's total aggregate liability under an Engagement, on all grounds combined, is limited to the amount of the sums actually collected by the Provider under the Engagement concerned. For the Managed Tier, that cap is limited to the sums actually collected under it during the twelve (12) months preceding the event giving rise to the loss.

Excluded losses. The Provider is in no case liable for indirect or intangible loss, including any loss of profit, loss of revenue, loss of business, loss of data, loss of custom or damage to image.

Mandatory reservations. The foregoing limitations and exclusions do not apply in the event of wilful misconduct (dol), gross negligence (faute lourde), or personal injury, for which the Provider's liability applies under the general law.

Economics of the contract. The parties expressly acknowledge that the fixed price of each Engagement, and the milestone schedule, were determined in consideration of the allocation of risks organised by this section. The liability cap is a determining condition without which the Provider would not have contracted on the agreed financial terms; it reflects an economic balance intended by the parties and does not deprive the Provider's essential obligation of its substance.

Time bar. Any liability action must, on pain of foreclosure, be brought within twelve (12) months of the occurrence of the triggering event.

Performance of an Engagement requires the Client's active and loyal cooperation, which is an essential condition of the proper performance of the services. To that end, the Client undertakes in particular to:

• provide in good time all information, specifications, access, content and materials necessary to perform the Engagement, and to warrant their accuracy;
• designate a single contact with decision-making and approval authority;
• carry out verifications, approvals and acceptances within the agreed time limits;
• take the decisions incumbent on it without undue delay.

The Provider performs its duty to advise by alerting the Client, in writing and through the Portal, to risks, reservations or choices calling for a decision. The Client may not seek to hold the Provider liable for consequences resulting from erroneous or late information, from a failure to cooperate, or from a decision taken despite a documented warning. Performance times are extended in proportion to any breach by the Client of its cooperation obligations.

Each party undertakes to keep confidential the other's non-public information of which it becomes aware in connection with the Engagement, to use it only for the purposes of performing the contract, and to protect it with at least the same degree of care it applies to its own confidential information, and in no event less than reasonable care. This undertaking applies for the duration of the Engagement and for two (2) years after its end.

Information is not confidential where it is or becomes public without breach, was already lawfully known to the recipient, is independently developed, or is lawfully received from a third party not bound by secrecy. Each party may disclose confidential information strictly to the extent required by law or a court decision, giving prior notice to the other party where lawful.

Save with the Client's express consent, the Provider makes no commercial use of any named reference to the Client.

Each party complies with the applicable legislation on the protection of personal data, in particular Regulation (EU) 2016/679 (GDPR) and French Act No. 78-17 of 6 January 1978 as amended.

For the processing the Provider carries out as controller, in particular the management of the client relationship and the operation of the website and the Portal, the information required by articles 13 and 14 of the GDPR is set out in the privacy policy available at /en/legal/privacy.

Where, in connection with an Engagement or the Managed Tier, the Provider processes personal data on the Client's behalf, it acts as processor within the meaning of article 28 of the GDPR. That processing is governed by a data-processing agreement (DPA) concluded between the parties, specifying its subject matter, duration, purposes, the categories of data and of data subjects, and the sub-processors. An up-to-date named list of sub-processors is provided on request.

Any data-protection question may be addressed to the data protection officer at dpo@klair.dev.

Purpose. The Managed Tier is an optional service by which the Provider handles the hosting, operation and maintenance of software it has built. It is offered only for software produced by the Provider; taking over software built by a third party is at the Provider's discretion and may be subject to a prior audit.

Nature of the commitment. The Provider performs the Managed Tier under an obligation of means, during business hours. The Managed Tier carries no service-level commitment (SLA), no guaranteed availability rate, and no guaranteed time to respond or to restore service.

Included services. The Managed Tier comprises, for a monthly fixed fee: (i) the correction of anomalies at no additional charge; and (ii) an allowance of two (2) small changes per month, assessed by the Provider, non-carryover from one month to the next and capped in effort. Any change exceeding that allowance or that cap falls under change control (section 07) and gives rise to a Change Order.

Price. The monthly fee for the Managed Tier is equal to the higher of the following two amounts: a floor of two hundred and twenty-nine (229) euro per month, or approximately one point five per cent (1.5%) of the contract value per month. It is billed monthly in arrears.

Term and termination. The Managed Tier is concluded for an indefinite term, by tacit monthly renewal. Either party may terminate it on one (1) month's notice, without prejudice to a longer reasonable notice where the length and importance of the relationship so warrant. The Provider may terminate it without notice in the event of serious breach, non-payment or force majeure. Termination of the Managed Tier opens the reversibility provided for in section 16.

At the end of an Engagement or of the Managed Tier, for whatever reason, the Provider carries out the following reversibility operations, which differ according to their subject matter.

Return of Client Data. Client Data is returned in an open, structured and usable format, free of charge or at the actual cost incurred, within a reasonable time not exceeding thirty (30) days. This return is never conditioned on payment of sums due and may not be subject to any retention, in accordance in particular with Regulation (EU) 2023/2854. The Provider exercises no lien over the Client Data or the related access credentials.

Transfer of code. The transfer of ownership and the handover of the source code of the bespoke developments take place under the conditions of section 09: they vest in the Client on full and effective payment of the Engagement and of all Change Orders, by virtue of the retention of title. The Provider does not condition access to Client Data on that payment, but the ownership and handover of the code remain subject to it.

Reversibility assistance. The Provider provides reasonable transfer assistance (architecture documentation, deployment guide, inventory of third-party resources), within an included allowance specified in the Specific Terms. Beyond that allowance, assistance is billed at the day rate in force. This assistance is owed including where termination is due to the Client's fault. The handover of this reversibility pack is the agreed counterpart of these stipulations.

Neither party may be held liable for a failure or delay in performing its obligations, other than payment obligations, resulting from an event of force majeure within the meaning of article 1218 of the French Civil Code and of the case law of the French courts. The affected party informs the other without delay, makes reasonable efforts to limit its effects and resumes performance as soon as possible. If the impediment continues beyond sixty (60) days, either party may terminate the Engagement concerned by written notice, without indemnity.

Governing law. These Terms and any Engagement are governed by French law, to the exclusion of its conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods.

Jurisdiction. The Client contracting as a professional, any dispute relating to the formation, interpretation, performance or termination of these Terms or of an Engagement falls, failing amicable resolution within thirty (30) days of its written notification, within the exclusive jurisdiction of the courts of Montpellier, notwithstanding plurality of defendants or third-party proceedings.

Language. These Terms are drawn up in French. Translations into English and Spanish may be provided for convenience only. In the event of any discrepancy of interpretation between the versions, the French version alone prevails.

Amendments. The Provider may amend these Terms. The version applicable to an Engagement is the one in force on the date the Specification is signed; ongoing Engagements remain governed by the version accepted at their formation, save express agreement of the parties.

Entire agreement and severability. These Terms, the signed Specification and the Specific Terms express the entire agreement of the parties for the Engagement concerned. If any stipulation is held void or unenforceable, the others retain full effect, and the stipulation concerned is deemed replaced by a valid stipulation of equivalent economic effect.

No waiver. A party's failure to rely on a stipulation does not amount to a waiver of its right to rely on it later.

Assignment. The Client may not assign or transfer an Engagement without the Provider's prior written consent.

Notices and contact. Contractual notices are validly given through the Portal or by email. Legal correspondence goes to legal@klair.dev; data-protection questions to dpo@klair.dev; general enquiries to hi@klair.dev.