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 HOLDING JACK EMERY, a French SASU with a share capital of €1,000, 930 049 895 R.C.S. Saint-Malo, registered office: 24 Le Bas Tertrais, 35720 Pleugueneuc (“KodeNet”, “we”), to its business clients: companies, sole traders, associations (“you”).

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 applicable version is the one in force when the quote is signed: it is attached to the quote and remains available at kodenet.fr/en/terms. 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; 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, with a 24-month commitment on the Subscription, in 24 equal monthly instalments, interest-free and at no extra cost, invoiced monthly; the full schedule is given to you with the quote.
• Subscription: invoiced monthly, in advance, from launch.
• Each invoice is payable within 30 days; 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 against your 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 shortNo commitment, an email is enough to stop; your minor changes and their turnaround are written in black and white.

• The Subscription includes hosting, the HTTPS certificate, backups, security updates, monitoring and the client area, and depending on the plan a number of minor changes per month, made within the plan's turnaround (Watch: 48 business hours, Serenity: 24 business hours, Partner: 4 business hours).
• 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. Unused changes don't carry over from one month to the next; beyond the number included, each one is charged €25 excluding VAT. An outage, a security flaw or fixing a defect are handled first and never counted.
• 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. If you stop before the end, only the discount already granted becomes due, plus the balance of the Build price if you are paying for it in instalments.
• 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), behind Cloudflare, and backed up every night, encrypted, in a second data centre in France (Roubaix), with 14 days, 8 weeks and 12 months of history.
• 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

In shortYour domain name, your content and, once paid for, your build are yours, source code included.

• 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.
• Build: on full payment of its price, KodeNet assigns to you the economic rights in what was created specifically for you (the code specific to your website, its design and its graphic elements): the rights of reproduction, performance, adaptation and distribution, worldwide, for the full legal term of copyright and for any use related to your business. Until full payment, you have a right to use the website.
• Our generic technical building blocks (components reused from one website to another) remain our property; you receive a free, perpetual, non-exclusive licence to them, which lets you use, modify and develop your website, with or without us.

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, 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 its backups for 30 days, so you have time to collect everything, and then delete them; 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.
• 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, 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 instructions, for these purposes alone: we never sell it, rent it or use it for our own purposes.
• 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) and, depending on the modules chosen, Stripe (payments), Pennylane (invoicing) or an artificial intelligence provider. 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) and, if needed, to carry out an impact assessment. Any personal data breach is reported to you within 48 hours of our becoming aware of it.
• At the end of the contract, we return the data to you (article 9), then delete it, backups included, within 30 days; a written certificate is provided on request. Also on request, we give you any information needed to check these commitments.

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. 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.

16. 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.

Withdrawal form

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