Terms and conditions

1. Who, what, for whom

In shortThese terms apply to our business clients; whatever your quote says takes precedence over them.

These terms apply to the services sold under the KodeNet brand by EMERY SERVICES, a French SARL with a share capital of €1,000, 897 536 116 R.C.S. Saint-Malo, registered office: Le Bas Tertrais, 35720 Pleugueneuc (“KodeNet”, “we”), to its business clients: companies, sole traders, associations (“you”). Our offers are for professionals only: you order them for the needs of your business, and the quote bears your SIREN number (or, for an association without one, its RNA number).

KodeNet designs and develops websites, applications and tools (the “Build”), then hosts, maintains and looks after them (the “Subscription”). The exact content of each service is described in the quote; the signed quote and its appendices take precedence over these terms.

The version that applies to a quote is the one attached to it when it is sent: each version is numbered, dated and remains available at kodenet.fr/cgv (in French, which prevails), along with the earlier ones. We wrote them to be read: each article starts with the gist in one sentence, and if in doubt, they are interpreted in your favour.

2. Quote, order and the right to change your mind

In shortThe quote is free; after signing it, you have 14 days to change your mind, at no cost and without giving a reason.

• The quote is free and valid for 30 days. The order is firm once the quote is signed.
• You have 14 days from signing to withdraw, at no cost and without giving a reason, by simple email or using the form at the bottom of this page. French law grants this right to businesses with five employees or fewer that sign away from our premises; we grant it to all our clients, however they sign.
• We collect nothing before the 8th day after signing. During the 14 days, we only start work if you ask us to in writing; if you then withdraw, only the work already done is due, pro rata to the quote.
• Any request outside the quote gets an additional quote, never a surprise invoice.
• A pack includes a module allowance: it can be used on order or up to 6 months after launch; after that, the unused part is neither carried over nor refunded. Modules beyond the allowance are charged at the catalogue price published on the Pricing page; for a module priced on quote, the allowance is deducted from the quote.

3. Prices and payment

In shortPublic prices, excluding VAT; the build in two payments or in 24 monthly instalments at no extra cost, with or without a commitment; never a finance company.

• Our prices are public (Pricing page) and expressed in euros excluding tax; VAT at the applicable rate is added.
• Build: a 40% deposit on order, collected from the 8th day (article 2), and 60% at launch, unless the quote sets another schedule. Or in 24 equal monthly instalments, interest-free and at no extra cost, invoiced monthly from launch, with or without a commitment on the Subscription; the full schedule is given to you with the quote. These instalments spread the payment of a price that is owed in full: if you leave KodeNet or stop the Subscription before the last one, the remaining instalments become due at once.
• Subscription: invoiced monthly, in advance, from launch, on the same day of the month as launch.
• Our invoices reach you by email (PDF attached) and stay in your client area. You pay them by SEPA Direct Debit, with a mandate signed once online: they are then collected 5 days after being issued, and their email tells you the date and amount: you agree to this 5-day notice, shorter than the 14 days set by default by the SEPA Direct Debit rules; or online by card; or by bank transfer. Online payments and direct debits go through our payment provider, Stripe: we never see your full bank details. You can stop the direct debit at any time, by email; a disputed or rejected debit leaves the invoice to be paid another way.
• Each invoice is payable within 30 days, unless paid by direct debit; no discount is given for early payment. In case of late payment, penalties are due at the European Central Bank interest rate plus 10 points, together with the fixed €40 recovery fee (article L441-10 of the French Commercial Code). Nothing else: no admin fees, no surcharge.
• Neither this contract nor our invoices are ever sold on to a finance or leasing company: we carry the instalments ourselves, and you always deal with us.

4. How the project runs

In shortWe move forward together: timelines start once we have what we need to work, and we warn you if one slips.

• The quote's timelines start from the order and the receipt of the necessary material (texts, photos, access). We tell you as soon as a timeline is at risk of slipping, whether because of us or of you.
• You provide the content set out in the quote and approve the steps within a reasonable time; any delay on your side shifts the schedule accordingly, at no cost.
• You guarantee that you hold the rights to the texts, photos, logos and brands you entrust to us. Content we create or buy for you (photos, typefaces…) is listed for you with its licence.
• We may work with contractors (designer, photographer, developer), under our full responsibility; they are bound by the same confidentiality as we are.

5. Acceptance, launch and warranty

In shortYou check everything before launch; after that, bugs in our code are fixed free of charge.

• Before launch, the website is shown to you on a test address. You have 10 working days to report any defects. If we don't hear from you, we remind you in writing; the website is deemed accepted 5 working days after that reminder, or as soon as you ask for it to go live.
• For 3 months after launch, any defect in our code (behaviour that differs from what the quote provides) is fixed free of charge. After that, for as long as your Subscription runs, fixes remain free and never count as changes.
• This warranty doesn't cover changes made by anyone other than us, changes to a third-party service (article 7) or new requests, which are handled as a minor change or a quote.

6. Subscription

In shortWithout a commitment, an email is enough to stop; with one, it is binding until its end. Your changes are unlimited, and your plan's services written in black and white.

• The Subscription includes hosting, the HTTPS certificate, backups, security updates, monitoring, the client area and, for as long as it runs, unlimited minor changes. They are made in the order requests arrive, with the Partner plan first, with no guaranteed turnaround.
• A minor change concerns an existing page: a text, a photo, a price, opening hours. A new page, a new feature, a design change or writing copy are not minor changes: they are catalogue modules, or a quote. Their number is not limited, within reasonable use: if requests ever amounted, by their number, to rebuilding the website, we would talk it over with you before any limit. An outage, a security flaw or fixing a defect are handled first and are never changes.
• Depending on the plan, the Subscription also opens services in your client area, described on our Pricing page: visitor statistics and a monthly report, posting to social networks, SEO follow-up, a full dashboard (including the figures of your social networks and Google Business Profile, read through our publishing provider). Statistics are measured without cookies by our own tool, on our server in France; SEO follow-up reads the data from your website's Search Console, to which you give us read-only access. SEO tracking is an obligation of means: we commit to the actions described on our Pricing page (website checks, search tracking, work on the month's leads, Google listing kept up to date), never to a ranking in Google's results, on Google Maps or in an AI assistant's answers, which depend on those services and on the competition.
• Posting to social networks: you connect your accounts yourself (Facebook Page, Instagram professional account, TikTok account, YouTube channel, Google Business Profile, LinkedIn page, X, Threads and Bluesky accounts) through our publishing provider; we never see your passwords, and you can disconnect them at any time. A post carries photos or one video (3 minutes and 300 MB at most; TikTok and YouTube only take videos, and each network has its own maximum length); on LinkedIn, it can carry a PDF document instead, shown page by page (100 MB and 300 pages at most). On X, Threads and Bluesky, a text longer than one post appears as several posts in a row, and X does not keep links. You remain responsible for what you post and for following each network's rules. Posts are unlimited, within each network's rules (a number of posts per day and per account, for example 15 videos on TikTok, 10 on YouTube, 25 posts on Facebook) and reasonable use. A network may refuse, delay or remove a post, or change its rules: we let you know when a post fails, without being liable for it.
• Without a commitment, the Subscription can be cancelled at any time by simple email, with one month's notice: no recorded letter, no automatic renewal.
• With a 12- or 24-month commitment, the Subscription gets a 10% or 15% discount. At the end of the commitment, it continues with no commitment (we let you know a month before) and never renews by itself for a new fixed term. The commitment is binding: you may stop before its end, by email, but the remaining monthly Subscription payments up to the end then become due at once, plus the balance of the Build price if you are paying for it in instalments; the discounts granted remain yours. The commitment runs from launch: stopping before launch, once the withdrawal period is over, makes all its months due. The quote gives the exact amount, month by month.
• No price rise during a commitment. Otherwise, at most one rise a year, announced at least two months in advance: you can then cancel without notice or cost before it applies.

7. Hosting, availability and third-party services

In shortYour website is monitored continuously and its status is public; we commit to our means, not to the impossible.

• Your website is hosted on our server in France (OVHcloud, Gravelines); its traffic goes through Cloudflare (United States), which protects it, under the safeguards of the GDPR (article 12). It is backed up every night, encrypted, in a second data centre in France (Roubaix). We keep each day's copy for 14 days, then one copy a week for 8 weeks and one a month for 12 months.
• Our target is availability of at least 99.5% per month, excluding announced maintenance. It is measured every 5 minutes and shown live in your client area and on our Hosting page. Maintenance is preferably carried out at night and announced in advance when it takes the website offline.
• We are bound by a best-efforts obligation: we do everything reasonable to keep your website online and secure, but no one can guarantee total availability (a supplier outage, a large-scale attack).
• Some modules rely on third-party services (Stripe payments, Google, Pennylane, email sending, artificial intelligence). Their terms and fees apply on top, and we tell you about them before you order. When one of them changes its rules, adapting to it is a minor change if it's simple, a quote otherwise; we let you know as soon as we find out.

8. Ownership and code licence

In shortYour domain name, your content and the look of your website are yours; the code remains KodeNet's, and you receive a lifetime licence to it for your website, without the right to resell it.

• Domain name: it is registered in your name and you remain its owner in all circumstances. On simple request, we give you its transfer code within 48 hours, even in case of disagreement or non-payment.
• Your content (texts, photos, logos, data) remains your property.
• Look: on full payment of the Build's price, KodeNet assigns to you the economic rights in the graphic elements created specifically for you (design, visuals, logo if it is part of the order): the rights of reproduction, performance and adaptation, worldwide and for the full legal term of copyright. We do not reuse them for anyone else.
• Code: your website's code, both what was written for you and our building blocks reused from one website to another, remains the property of KodeNet. On full payment of the Build's price, you receive a free, perpetual, non-exclusive, worldwide licence to it, which lets you use it, host it with the provider of your choice, make backup copies, and modify it or have it modified by the provider of your choice, for this website and your business. Until full payment, you have a right to use the website, without the code being handed over.
• What the licence does not allow: selling, renting, lending, assigning or distributing the code, in whole or in part (a module, a component…), publishing it (public repository, marketplace, website template), or reusing it for a website other than the one it was written for, for yourself or for anyone else. Any provider working on your website on your behalf is bound by the same rules.
• If you sell your business or the activity the website serves, the licence passes to the buyer together with the website, on the same terms; simply let us know in writing. The code cannot be sold on its own.
• The open-source software the website relies on (Next.js, React…) remains under its own licence.

9. Leaving, and taking everything with you

In shortYou leave whenever you like, with no exit fees, taking your code, your data and your files.

• On simple request, during the Subscription or at its end, and once the Build is paid for, we give you free of charge within 15 working days: your website's source code (with the licence in article 8), its database in a standard format, your files (photos, uploaded documents) and instructions to put it back online elsewhere. Only help migrating to another host, if you want it, is charged, on quote.
• Your website's database can also be downloaded at any time from your client area.
• The website stays online until the cancellation takes effect. We then keep the website and its data for 30 days, so you have time to collect everything, and then delete them from our server. In our backups, encrypted and inaccessible to anyone, they disappear as the backups are renewed, within 13 months at most. A certificate is provided on request.

10. Late payment

In shortIf a payment is missed, we warn you before acting, and your data is never touched.

• If an invoice remains unpaid on its due date, we send you a reminder, then a formal notice. If it has no effect after 8 days, we may suspend the services (changes, then the website's display), letting you know.
• A suspension never touches your data: the website and its backups are kept, and everything is restored as soon as payment is made, with no reconnection fee.
• Only the penalties and the fee in article 3 are added: no other surcharge.

11. Liability

In shortEach party answers for what it does, and our liability has a clear limit.

• KodeNet is bound by a best-efforts obligation. Its liability is limited to direct damage and capped at the amounts you paid it over the previous 12 months, except in case of gross or intentional misconduct, and except for personal injury.
• You are responsible for the content you publish and for keeping your login details confidential.
• If your website includes an artificial intelligence assistant, we deliver it so that it clearly tells your visitors they are talking to an AI. You are its responsible user (the “deployer” within the meaning of the EU Artificial Intelligence Act): you answer for how you use it, the information you give it and the answers you adopt as your own.
• Neither party is liable for a failure caused by force majeure within the meaning of article 1218 of the French Civil Code. An outage or a security flaw in our own tools is not force majeure.

12. Personal data

In shortWe process your visitors' data for you, on your instructions, and never for ourselves.

For the websites we host, you are the controller of your visitors' and customers' data; KodeNet acts as a processor within the meaning of article 28 of the GDPR. This article serves as the data processing agreement.

• Subject and duration: hosting, backing up, maintaining and developing your website and, depending on the plan, measuring its traffic without cookies, for the duration of the contract. Data concerned: whatever your website collects (forms, accounts, bookings, orders…), relating to your visitors, customers or members.
• We process this data only on your documented instructions (the contract, then your written requests, through the client area or by email), including for any transfer outside the European Union, and for these purposes alone: we never sell it, rent it or use it for our own purposes. If an instruction seems to us to breach the GDPR or another data protection rule, we tell you immediately, and may suspend it until you confirm or change it.
• Security: a server in France, traffic filtered by Cloudflare, limited and named access, security updates, encrypted backups in a second data centre in France. Anyone working on your website is bound by confidentiality.
• Sub-processors: OVHcloud (hosting, backups, email, in France), Cloudflare (network and firewall, United States), Upload-Post (TONVI TECH SL, in Spain: posting to social networks, for the plans that include it) and, depending on the modules chosen, Stripe (payments), Pennylane (invoicing) or Anthropic (United States: artificial intelligence assistant and writing). Their contract with us binds them to the same data protection obligations as this article, and we remain liable to you for their compliance. Those established outside the European Union are covered by the safeguards of the GDPR (standard contractual clauses, EU–US Data Privacy Framework). We inform you at least 30 days before any new sub-processor; you may object.
• We help you respond to requests from individuals (access, rectification, erasure, portability…), to keep the data secure and, if needed, to carry out an impact assessment or consult the CNIL. Any personal data breach is reported to you within 48 hours of our becoming aware of it, with the information you need for your own notification.
• At the end of the contract, we return the data to you (article 9), then delete it from our server within 30 days; in our backups, encrypted, it disappears as they are renewed, within 13 months at most. A written certificate is provided on request.
• Verification: on request, we give you any information needed to check these commitments (security measures, up-to-date list of sub-processors, record of the processing carried out on your behalf). You may also have an audit carried out, by yourself or by an independent auditor bound by confidentiality, at most once a year (or after a data breach), with 30 days' notice. It covers what concerns your data, without access to that of our other clients; its costs are yours.

Our own clients' data (contact, invoicing, client area) is processed according to our privacy policy.

13. References

In shortWe only show your website in our work with your consent.

• With your consent, we may showcase your website in our work (screenshots, project description). You can withdraw that consent at any time: the showcase is removed within 15 days.
• If a discreet “Website by KodeNet” credit appears on your website, you can have it removed free of charge.

14. If KodeNet stops

In shortEven if we stop, your website doesn't.

• If KodeNet ends a Subscription on its own initiative (other than for non-payment or a serious breach on your part), it gives you at least 3 months' notice and hands over everything set out in article 9.
• If KodeNet ceases trading, it informs you at least 3 months in advance, keeps your website online during that period, hands over the code, data and files, and helps you entrust it to another provider.

15. Referral

In shortYou recommend us, your contact pays for their website and hosts it with us: you receive a reward, and they get their first month free.

Anyone may recommend KodeNet (the "referrer") to a business that is neither already a client nor already in talks with us (the "referee"). The referee names their referrer in their request, through the referrer's personal link or by name; if they name several, the first one counts. There is no limit to the number of referees.

The referee's employees, directors and officers cannot be its referrers, unless the referee agrees in writing. A referrer who is not a client accepts these rules when asking for their link; a client accepted them with their quote.

The referrer receives a reward once the referee has ordered a pack, chosen a Subscription to host their website with us, and paid their build invoice or, if they pay it over 24 months, their first instalment. The amount depends on the pack: Essential €50, Signature €125, Flagship €200. "Foundation only" gives no reward. The referee gets their first month of Subscription free.

A referrer who is a client with a Subscription chooses to receive the reward as a credit, taken off their next Subscription invoices, or by bank transfer. Other referrers receive it by bank transfer, against an invoice if they are a business, or a signed receipt otherwise. It is never paid in cash.

KodeNet remains free to accept a project or not, and may change or end the referral programme at any time; rewards already earned remain due.

What the law says:

• Never in cash: in France, cash payments are capped at €1,000 when the payer is resident in France or acting for business purposes (French Monetary and Financial Code, art. L112-6 and D112-3). Our rewards are paid as a credit or by bank transfer.
• Above €2,400 paid to the same person in a calendar year, KodeNet reports these sums to the French tax authorities (fees return, French General Tax Code, art. 240); the referrer then provides their name, address and, if they have one, their SIRET number. A credit taken off an invoice is a price reduction and does not count towards this amount.
• The reward is income for whoever receives it: an individual declares it as non-commercial income (French General Tax Code, art. 92); a business invoices it, with VAT if applicable. Recommending on a regular basis becomes a professional activity requiring an appropriate status; KodeNet may then offer a business introducer agreement.
• One level only: no reward is paid on a referee's own referees. Pyramid ("snowball") selling is prohibited (French Consumer Code, art. L121-15).
• A referrer who recommends KodeNet publicly online (social networks, website, video) in exchange for a reward says so clearly, with the label "Publicité" (advertising) or "Collaboration commerciale" (French law no. 2023-451 of 9 June 2023, art. 5).

16. Changes to these terms

In shortNo sneaky changes: two months' notice, and you can leave at no cost.

We may update these terms. Any change is announced to you by email at least two months before it applies; if you refuse it, you can cancel at no cost and without notice before it takes effect. A change never applies to an ongoing commitment without your agreement.

17. Disputes

In shortFirst, we talk; court only as a last resort.

• These terms are governed by French law.
• In case of disagreement, write to us: we seek an amicable solution for at least 30 days. You can also refer the matter, free of charge, to the Médiation des entreprises (economie.gouv.fr), the French business mediation service.
• Failing agreement, and between traders, the Commercial Court of Saint-Malo has sole jurisdiction; in other cases, the court designated by the ordinary rules.

18. Illegal content

In shortYou answer for what your website publishes; if clearly illegal content is reported to us, we may remove it, telling you why.

By hosting your website, KodeNet is a hosting provider within the meaning of the EU Digital Services Act (DSA) and of the French law on confidence in the digital economy. You undertake not to publish any illegal content (infringement, breach of the rights of others or of privacy, hate speech, misleading content…), for which you remain solely responsible.

• Anyone can report content to us through the “Report content” page on kodenet.fr, our point of contact. We forward the report to you and look at the content with you, promptly.
• If the content is clearly illegal, or if an authority orders it, we may remove it or block access to it, without waiting in an emergency. We inform you, with the facts concerned and our reasons, at the latest when it is removed.
• Only the content concerned is affected: the rest of your website stays online. Suspending the whole website is only considered as a last resort, for serious and repeated breaches, after a formal notice that has had no effect.
• You can challenge our decision by replying to our email: we will review it. You remain free to use mediation or go to court (article 17).

Withdrawal form

To be sent by email to contact@kodenet.fr or by post to our registered office, only if you wish to withdraw (article 2). A simple email saying the same thing is enough.