Terms of sale
These terms govern the software engineering services NOLAN SARL provides to its business clients.
Scope
These terms of sale apply to all design, development, audit and infrastructure work provided by NOLAN SARL to business clients. They prevail over any purchase conditions of the client unless agreed otherwise in writing.
Placing an order implies unreserved acceptance of these terms.
Quotes and orders
Every engagement is covered by a written quote setting out the scope, the deliverables, the schedule and the price. A quote is valid for thirty days from issue.
The order is firm once the quote is returned dated, signed and marked as accepted. Any change of scope during the engagement is covered by a costed amendment.
Pricing
Prices are stated in euros excluding tax. VAT applies at the rate in force on the invoice date. Travel costs, where any, are invoiced separately and only with the client’s prior agreement.
Invoicing and payment
Unless the quote states otherwise, invoices are payable within thirty days of the invoice date, by bank transfer. A deposit may be required when the order is placed.
Under Articles L441-10 and D441-5 of the French Commercial Code, late payment automatically incurs interest at the European Central Bank’s most recent refinancing rate plus ten percentage points, together with a fixed €40 recovery indemnity, with no reminder required.
Lead times
Lead times given in the quote are indicative and run from receipt of any deposit and of the material needed for the work. They are suspended for as long as the client has not supplied the expected access, content or approvals.
Client obligations
The client undertakes to name a single point of contact, to provide the necessary information, access and approvals in good time, and to respond to requests within a reasonable period. Delay attributable to the client cannot be held against NOLAN SARL.
Intellectual property
Code produced during the engagement is committed to a repository owned by the client from the first commit. Economic rights in the bespoke development are assigned exclusively to the client on payment in full.
That assignment does not cover integrated third-party and open-source components, which remain governed by their own licences, nor the pre-existing know-how, methods and generic tooling of NOLAN SARL, which remains free to reuse them.
Confidentiality
Each party undertakes to keep confidential any non-public information it learns during the engagement, for its duration and for three years afterwards.
NOLAN SARL may name the client and describe the nature of the work as a reference, unless the client objects in writing.
Warranty and maintenance
Defects affecting the deliverables are fixed at no charge for three months from launch. After that, maintenance is covered by a separate agreement or by on-demand work.
The warranty does not cover faults arising from third-party modification of the code, from a change in the runtime environment, or from use outside the intended scope.
Liability
NOLAN SARL is bound by an obligation of means. Its liability, on any ground whatsoever, is limited to the amount excluding tax actually paid by the client for the engagement concerned.
NOLAN SARL cannot be held liable for indirect damage, in particular loss of revenue, of customers, or of data the client has failed to back up.
Termination
In the event of serious breach by either party, the other may terminate the engagement after a formal notice that has gone unanswered for fifteen days. Work completed up to the termination date remains payable.
Governing law and jurisdiction
These terms are governed by French law. Failing an amicable settlement, any dispute falls under the exclusive jurisdiction of the courts of the district in which NOLAN SARL has its registered office.