Agency terms of sale

1. Purpose and scope

These general terms of sale (the Terms) apply to all custom development, consulting and Ylang CMS licence sales services provided by El Fahed NAHOUDA (hereinafter “Nahouda”), 38 Boulevard Halidi Selemani, 97600 Mamoudzou (the Provider) to its customers, whether businesses, associations, public bodies or individuals (the Customer). A Customer who acts for purposes outside their professional activity is a consumer: the provisions that protect them are gathered in article 12.

Ylang CMS licences are also governed by the Ylang CMS EULA, which prevails for everything concerning the licence. Plizsign, Swiftpliz and the Academy have their own terms.

2. Quotation and order

Each service is the subject of a quotation, valid for 30 days. The contract is formed by signing the quotation, including by electronic signature, these Terms being attached to it: signing the quotation constitutes acceptance of the Terms. Any request that goes beyond the initial quotation is the subject of an additional quotation, priced before it is carried out.

3. Prices and payment

Prices are shown in euros. VAT not applicable, article 294 of the French General Tax Code: the price in the quotation is the price to pay, for businesses and consumers alike.

A deposit of 30% is due at the time of the order, and the balance on delivery, unless a different payment schedule is stated in the quotation. No discount is granted for early payment. Invoices are payable on receipt.

For a Customer who is a business, any late payment automatically entails, without reminder, penalties calculated at three times the legal interest rate, together with a fixed indemnity of €40 for recovery costs per unpaid invoice (article L441-10 of the French Commercial Code). For a consumer, unpaid sums bear interest at the legal rate. After a written reminder that has had no effect for 8 days, the Provider may suspend the service until payment.

4. Performance of the service

The Provider is bound by an obligation of means, unless a firm commitment is stated in writing in the quotation. Deadlines are indicative, unless marked “firm”. The Customer provides in good time the texts, logos, access and approvals needed: any delay on their part postpones the deadlines accordingly. The Provider may entrust part of the service to a subcontractor and remains responsible to the Customer.

5. Delivery and acceptance

The Customer has 15 working days from delivery to check it. Defects reported in writing during this period are corrected. If there is no written feedback at the end of the period, the delivery is deemed accepted.

6. Warranty, maintenance and hosting

For 3 months from delivery, the Provider corrects free of charge any defects present from delivery. The warranty does not cover new requests, changes made by the Customer or a third party, or causes external to the service. Maintenance and hosting are not included, unless expressly stated in the quotation.

7. Intellectual property

Nahouda remains the holder of the copyright in the developments it creates, including those created for the Customer, as well as in its pre-existing elements (Ylang CMS, reusable components, know-how). Open-source libraries remain subject to their own licence.

After full payment of the price, Nahouda grants the Customer a non-exclusive, worldwide and perpetual licence to use the developments created for them, for the needs of their business: the right to use them, to host them and to have them modified for their own needs. The Customer may neither resell them nor grant them to a third party. The source code of these developments is delivered to the Customer with the project after full payment, and then on simple written request.

Nahouda may reuse for other projects what it has created, with the exception of the Customer’s content, data, texts, images, logos and identity elements, which remain the Customer’s property, and of its confidential information.

At the Customer’s express request stated in the quotation, Nahouda may assign to them on an exclusive basis the exploitation rights in developments designated in the quotation. This assignment is subject to an additional price and specifies the rights assigned, their extent, their purpose, the territory and the duration (article L131-3 of the French Intellectual Property Code). Nahouda then keeps the right to use its pre-existing elements and its know-how.

The Customer warrants that they hold the rights in the content they provide.

A credit “Site built by Nahouda” appears in the footer of the delivered site. It may be removed only against payment of the removal fee stated in the quotation. The Provider reserves the right to present the completed project in its portfolio, as an example, without disclosing any confidential information of the Customer.

8. Personal data

When the Provider processes personal data on behalf of the Customer (hosting, administration), it acts as a processor within the meaning of article 28 of the GDPR. A data processing agreement is provided on request. For its own processing, see the privacy policy.

9. Confidentiality

Each party keeps the other’s non-public information confidential, during the service and for 3 years after its end.

10. Liability and force majeure

The Provider’s liability, for all losses combined, is capped at the sums paid by the Customer for the service concerned. It does not cover any indirect damage (loss of turnover, customers or reputation). Neither party is liable for a failure due to force majeure, in particular a general outage of a hosting provider or a natural disaster, for the duration of the event. These limits do not apply in the event of gross negligence or wilful misconduct.

11. Termination

The Customer may stop a project in progress in writing: the deposit remains acquired by Nahouda in return for the time and work already carried out, and Nahouda does not claim the balance of the quoted price. Either party may terminate the contract in the event of a serious breach by the other that is not corrected 15 days after a written formal notice.

12. Consumer customers

These provisions apply to a Customer who is a consumer, in addition to the other articles and without limiting them.

Right of withdrawal. For a contract concluded at a distance or away from Nahouda’s premises, the Customer has 14 days from the signing of the quotation to withdraw without giving a reason, by email to allo@nahouda.fr. If the Customer expressly asks for the service to begin before the end of this period, they pay, in the event of withdrawal, the part of the service already provided, in proportion to the agreed price. The right of withdrawal ends when the service has been fully performed, if the Customer requested it and waived this right. For a contract concluded away from Nahouda’s premises, no payment is requested before 7 days.

Performance period. The quotation states the date or period of performance. Failing that, the service is performed no later than 30 days after signature. If it is not performed by the agreed date, the consumer may, after a formal notice that has had no effect for a reasonable period, terminate the contract (articles L216-1 et seq. of the French Consumer Code).

Withdrawal form. To Nahouda, allo@nahouda.fr: “I hereby notify you of my withdrawal from the contract for the following service: [service], ordered on [date]. Name: [name]. Address: [address]. Date: [date]. Signature (only for a paper form).”

Statutory guarantees. The consumer benefits from the statutory guarantee of conformity (articles L224-25-1 et seq. of the French Consumer Code) and from the guarantee against hidden defects (articles 1641 et seq. of the French Civil Code). They are in addition to the warranty in article 6.

Limits. The clauses of articles 3, 5, 6, 10 and 11 do not apply to the extent that the law prohibits them or limits them with regard to a consumer.

13. Disputes and governing law

These Terms are governed by French law. In the event of a dispute, the parties first seek an amicable agreement for 30 days, and then the courts within the jurisdiction of Mamoudzou have sole jurisdiction for Customers who are businesses. A Customer who is a consumer may bring the matter before the court of their place of residence or any court that has jurisdiction under the law.

14. Changes to the Terms

The applicable version is the one in force on the day the quotation is signed.

15. Language

These Terms are written in French. In the event of a translation into another language, only the French version is authentic.

Version history

• Version 126 October 2026In force