The purpose of these general terms of service (“general terms”) is to define the rights and obligations of Riplee and its customer: These terms of service shall be communicated to the customer by any means which constitute a durable medium. The subject of the agreement is defined on the purchase order.
The signature of the order form by the customer implies the express and unreserved acceptance of the present general terms of service by the customer, notwithstanding any contrary stipulation appearing on any document or correspondence emanating from the customer, and without the formal and written acceptance of Riplee SARL (hereafter “Riplee”).
The agreement reached between the parties with respect to the subject matter described in the order form and in the General Terms of Service supersedes any previous agreement, correspondence or document. No document, agreement, indication or clause shall be binding on Riplee unless it is the subject of a rider or a specific agreement signed by the customer and Riplee.
Only the prices stated on the order form are binding for Riplee. The prices are only definitively fixed on the day the order form is signed by the customer. If the customer requests additions or modifications which result in additional costs, a new order form will be drawn up for these which must be signed by the customer for acceptance in accordance with Article 1 hereof. . Failing this, Riplee shall not be obliged to adapt the project in relation to the initial object as described and accepted on the order form.
5. MODIFICATION OR CANCELLATION
No order may be cancelled or modified without the prior written consent of Riplee and subject to the compensation of all resulting costs by the customer. Unless otherwise agreed in writing by Riplee, in the event of cancellation of an order by the customer, Riplee may either demand full payment of the cancelled services if they have been carried out in part or in full, or payment of a lump sum compensation of at least 50% of the cancelled services not yet started. Furthermore, if the order has given rise to the payment of a deposit (the amount of which is stated on the order form), the latter shall not be reimbursed regardless of the cause of the cancellation.
The delivery times or lead times stipulated on the order form (if any) are for information only. Riplee shall adhere to these deadlines as far as possible, they are not an essential part of the agreement between the parties. Unless otherwise expressly agreed in writing by Riplee, a delay in delivery or performance may not be invoked by the customer to request the cancellation of the contract, claim damages or assert any other claim. The deadline will be adapted in the event of additional requests compared to the initial project.
7. WARRANTY AND CLAIMS
Acceptance of the service/application by the customer implies unreserved acceptance of its conformity with the initial project description and the quality of what is supplied. Complaints or disputes relating to the quality of service or invoices must be sent to Riplee by registered letter with reasons provided – under penalty of forfeiture – within fifteen days of the date of completion of the service communicated by Riplee to the customer. The lodging of a claim does not release the customer from their payment obligations. The warranty of the source code is limited to a period of 3 months from the date of acceptance by the customer. During this period, corrections will be made free of charge. After this 3-month period, any intervention will be invoiced according to the rates in force at Riplee.
8. TRANSFER OF OWNERSHIP
In all circumstances, and by derogation to Article 1583 of the Civil Code, the property of the source codes of the ordered application is transferred to the customer only after full payment of the agreed price. If the customer fails to pay Riplee’s invoices on the due date, Riplee may by right and without notice consider the agreement as cancelled. In this case, the transfer of ownership of the source code shall not take place and Riplee may in particular demand the removal of the provided application from the relevant application store, without prejudice to the compensation of damages suffered by Riplee.
9. INVOICING – PAYMENT – LATE PAYMENT
Invoicing will take place in the following phases: 40% down payment, 30% upon delivery of a beta version of the application and 30% upon final delivery of the application. The invoices issued by Riplee are payable (at the latest before the due date mentioned on the front of these invoices) to Riplee on the bank account opened in its name at the bank Crédit du Nord, under the IBAN FR76 3007 6029 1912 5905 0020 068. In any event, the payment period shall not exceed sixty days following the date of issue of the invoice. In the event of late payment, Riplee reserves the right to suspend its Services and to resume them as soon as settlement is received. In the event of non-payment on the due date, the invoices shall automatically and without notice of default bear interest at the rate of 12% per annum. In addition, the unpaid invoice be automatically increased by 12% as lump-sum compensation without notice of default. The compensation may not be less than €40.00, in accordance with Articles L. 441-10 and D. 441-5 of the Commercial Code. Failure to pay or late payment of all or part of an invoice will also automatically and without notice of default lead to all other invoices becoming due. Riplee reserves the right to refuse any subsequent order or to make its acceptance subject to the provision of sufficient guarantees
The agreement may be terminated by either party with immediate effect if the other party fails to comply with one of its essential obligations arising from these terms of service and does not remedy the situation within 15 days after notification by registered letter sent to it by the other party.
11. INTELLECTUAL PROPERTY RIGHTS
The customer is solely responsible for the content of the applications they request to be executed by Riplee. In particular, they are responsible for obtaining authorisations and paying any rights to the programs, texts, photos, illustrations, music and, in general, any intellectual work used, and they warranty Riplee against any claim by a third party and/or conviction in principal, interest and costs.
A party receiving confidential information from the other party undertakes for the term of the agreement and for two years after termination or expiry of the latter that such confidential information shall be protected and kept strictly confidential and shall be treated with at least the same degree of care and protection as it accords to its own confidential information of equal importance; it is not be used, in whole or in part, for any purpose other than the performance of the Agreement without the prior written consent of the disclosing party; it is not to be disclosed, either directly or indirectly, to any third party except as required by mandatory legal or regulatory provision; it is not be copied, reproduced or duplicated in whole or in part where such copying, reproduction or duplication has not been specifically authorised in writing by the disclosing party. Without prejudice to the above, Riplee may include the customer’s name and logo in its customer reference list.
13. BUSINESS SECRECY
During the term of the agreement and for a period of two years from its expiry, the client shall be obliged to respect the protection of business secrecy as provided for in Article L.151-1 of the Commercial Code, which are revealed to them and/or of which they become aware in the context of and for the needs of the performance of their obligations. The customer shall compensate Riplee for any unauthorised use or disclosure of such trade secrets for the damage suffered by the latter.
Riplee undertakes to carry out the ordered service in accordance with the order form and to the best of its ability. The customer undertakes to collaborate with Riplee throughout the term of the agreement in order to facilitate and improve the quality of the services ordered as described on the order form. Riplee’s liability is limited to compensation for direct, foreseeable, personal and certain damage resulting from fraud or gross negligence. Riplee can never be held liable for any indirect damage suffered by the customer or third parties, such as additional expenses, operating loss, loss of contract, loss of data, software, machine time, financial or commercial loss, loss of profits or turnover, increase in overheads, etc. or any other damage caused by the performance of the order. The customer is fully aware of the technical qualities of the persons entrusted by Riplee with the performance of all or part of the order and waives the right to invoke Riplee’s liability in this respect. Riplee acts as an independent service provider towards the customer and is solely responsible for its employees. The customer is solely responsible for the protection and backup of their own data.
15. FORCE MAJEURE
If Riplee is obliged to interrupt the execution of the order as a result of force majeure, the agreement shall be suspended for the time it is unable to fulfil the order. Force majeure refers to all events beyond the control of Riplee, unforeseeable and irresistible in the meaning of the Law and the case law and of any nature whatsoever, such as (in particular) natural disasters, bad weather, fire, strikes, sabotage, and acts or regulations issued by administrative or judicial authorities which have the effect of making the performance of the contract impossible.
The maintenance offered by Riplee is of 3 types; corrective maintenance: free for 3 months after the launch of the application. The renewal of this maintenance is automatic and tacit for successive periods of one year, and is subject to a fee. Adaptive maintenance: covers the adaptation of the application for correct operation when new versions of the corresponding operating systems (iOS, Android, etc.) are released. This maintenance is not free of charge and is subject to a specific service offer and general conditions. Evolutionary maintenance: corresponds to a number of man-days pre-ordered and valid for the 24 months following the end of the project. This maintenance is the subject of a specific budgetary offer.
Riplee offers three types of support for the back office and applications: Level 3 support: from 8:30 am to 6 pm, 5 days a week, with intervention no later than the next working day after the problem is reported. Level 2 support: from 8:30 am to 6 pm, 5 days a week, with intervention at the latest on the working day of the problem. Level 1 support: from 6 am to 2 am, 7 days a week, with immediate response. The customer has a support telephone number. Identified problems can also be reported via a specific interface. An incident ticket is then issued, allowing the problem to be monitored in real time. Level 3 support is provided at no extra cost.
The invalidity of a clause of these general terms of service does not affect the validity of the other clauses. The invalid clause must be replaced by mutual agreement or by the court by a clause which comes as close as possible to its original economic intention of the invalid clause.
19. DISPUTE RESOLUTION AND APPLICABLE LAW
The contractual relations between the parties to which the terms of service apply are governed exclusively by French law. In the event of a dispute, the parties may refer the matter to the Business Mediator: Le Mediateur des entreprises (finances.gouv.fr). In the event of failure to reach an amicable settlement of the dispute relating to the application, interpretation and consequences of the present contract, the Paris Commercial Court shall have jurisdiction.