General Terms of Service
Preamble & Definitions
These General Terms of Service (GTS) govern the contractual relationship between Samuel Mbeboura (EI), trading as Orsayn (hereinafter "the Provider"), and any professional client (hereinafter "the Client").
Definition of Digital Platform: By this term, the parties understand all technical, structural, and semantic choices implemented by the Provider to guarantee the performance, security, and digital credibility of the Client. This includes the website, Answer Engine Optimization (SEO - AEO), and the associated technical ecosystem. The Provider acts as a strategic and technical designer.
Article 1: Object and Scope
Any order implies unreserved acceptance of these GTS. They prevail over any other document, particularly the client's general purchasing conditions. The Provider retains full latitude regarding the choice of technologies to ensure the compliance and robustness of the digital infrastructure.
Article 2: Financial Terms
Prices are stipulated in Euros excluding taxes.
- Fixed-price projects (The Foundation): 50% deposit upon signature. 50% balance upon delivery or launch, and no later than 30 days after validation of functional mockups.
- Subscriptions (Resonance/Authority): Payment by direct debit or bank transfer at the beginning of the month. Any month started is due in full.
Late Payments: Any delay in payment results in penalties equal to three times the legal interest rate, as well as a fixed indemnity of €40 for recovery costs.
Article 3: Obligations and Liability
3.1 Means Obligation (SEO/AEO): The Provider commits to implementing the highest technical standards (Core Web Vitals, Schema.org). However, the Provider guarantees no specific positioning on search engines or generative AIs (Google, ChatGPT, Perplexity), these platforms being third parties governed by discretionary and evolving algorithms.
3.2 Technical Dependencies: The platform relies on third-party high-availability services (Cloud Hosts, API, CDN). The Provider cannot be held responsible for service interruptions directly attributable to these suppliers or force majeure.
Article 4: Intellectual Property
To reconcile the protection of the Provider's know-how and the Client's sovereignty:
- Transfer of Deliverables: Upon full payment, the Provider transfers to the Client the exclusive exploitation rights on elements specifically created for them (Design, Content, Specific Source Code).
- Know-How Reservation: Methods, generic code libraries, frameworks, and proprietary tools pre-existing at Orsayn remain the exclusive property of the Provider. The Client benefits from a perpetual, non-exclusive, worldwide usage license on these elements, integrated into the deliverable.
Article 5: Tacit Validation
To guarantee project velocity, any deliverable (mockup, text, pre-production link) submitted to the Client is deemed validated without reservation in the absence of a written and motivated response within three (3) business days. Beyond this period, any request for substantial modification will be subject to additional billing.
Article 6: Early Termination
For contracts with a duration commitment (12 months): any early termination by the Client, barring proven serious misconduct by the Provider, entails the immediate due payment of 50% of the total monthly payments remaining until the end of the contract term, as termination indemnity.
Article 7: Applicable Law
This contract is subject to French law. Failing amicable resolution, any dispute falls within the exclusive competence of the courts within the jurisdiction of the Provider's registered office, including in cases of summary proceedings or multiple defendants.