General conditions of sale

These general terms and conditions of sale (the “T&Cs”) are issued by Noqode, a simplified joint-stock company (société par actions simplifiée) with a share capital of 1,000 euros, whose registered office is at 29 rue de la Croix Blanche, 78200 Mantes-la-Jolie, France, registered with the Versailles Trade and Companies Register under number 102 494 259, intra-community VAT number FR64102494259, represented by Mr Amaury de Luca, President (“Noqode”), who can be reached at amaury.deluca@noqode.fr. This English translation is provided for convenience only; the French version alone is legally binding.

PART 1 – COMMON PROVISIONS

ARTICLE 1 – Purpose and scope

1.1 The T&Cs apply to all services provided by Noqode to business clients (the “Client”): digital strategy and scoping workshops, branding and interface design, creation, redesign and migration of websites, search engine optimisation and visibility in answer engines (SEO and AEO), artificial intelligence and automation, Growth Audit and Growth Team (the “Services”). Noqode does not contract with consumers.

1.2 The contractual documents are, in decreasing order of priority: the Proposal accepted by the Client, these T&Cs, and the Portal terms of use. A provision of the Proposal derogates from the T&Cs only on the point it expressly addresses.

1.3 The Client's general terms of purchase apply only if Noqode accepts them expressly and in writing.

1.4 The free “AEO Audit” tool offered on noqode.fr is not a Service within the meaning of the T&Cs. Its results are provided for information only and do not bind Noqode.

ARTICLE 2 – Definitions

• Proposal: Noqode's commercial offer (proposal posted on the Portal, quote or purchase order) describing the scope, price, payment schedule and timeline of a Service.
• Order: the Proposal accepted by the Client under the conditions of article 3.
• Project: a Service consisting of the creation, redesign or migration of a website or web application, governed by part 2.
• Growth Audit: the audit Service governed by part 3.
• Growth Team: the monthly support subscription governed by part 4.
• Portal: Noqode's online client area, available at app.noqode.fr.
• Deliverables: the items produced by Noqode for the Client under an Order (mock-ups, design system, code, CMS structures, content, workflows, documentation).
• Pre-existing Elements: the methods, tools, templates, components, workflows, prompts, knowledge bases and know-how of Noqode or its Partners, created independently of the Order.
• Partners: the independent professionals to whom Noqode entrusts all or part of the performance of a Service, under the conditions of article 7.
• Third-party Services: the software, platforms and services published by third parties and used for the Client's website (Webflow, Vercel, domain name registrar, databases, analytics tools, CRM, fonts, image libraries, etc.).

ARTICLE 3 – Proposal and Order

3.1 Each Service is the subject of a Proposal. Unless stated otherwise, a Proposal is valid for thirty (30) days from the date it is sent.

3.2 The Order is formed when the Client accepts the Proposal, by approval on the Portal or by handwritten or electronic signature of the Proposal or quote. It entails acceptance of the T&Cs. In accordance with article 1356 of the French Civil Code, the parties agree that the Portal records (user identity, date, time, IP address and accepted document) constitute proof of acceptance.

3.3 Performance starts on the date agreed in the Proposal and, at the earliest, upon receipt of the first payment provided for in the payment schedule.

3.4 Any change in scope requested by the Client after the Order is the subject of an amendment or a new Proposal, which may change the price and timeline.

ARTICLE 4 – Prices

4.1 Prices are stated in euros excluding taxes. VAT is charged at the applicable rate. For a Client established outside France, invoices are issued excluding taxes, as VAT is not due in France (article 259-1° of the French General Tax Code); a Client established in another Member State of the European Union self-assesses the VAT (article 196 of Directive 2006/112/EC) and provides its intra-community VAT number.

4.2 Unless stated otherwise in the Proposal, the price does not include the cost of Third-party Services (subscriptions, licences, hosting, domain name, fonts, images, purchase of links or space, advertising costs), which remain payable by the Client.

4.3 Noqode may change the Growth Team pricing by informing the Client in writing at least thirty (30) days before it applies. The Client may then stop its subscription under the conditions of article 34.

ARTICLE 5 – Invoicing and payment

5.1 Invoices are issued according to the payment schedule of the Proposal or, failing that, the schedule set out in parts 2 to 4. They are made available on the Portal and are payable by bank transfer or via the payment link provided, within fifteen (15) days of their issue date. No discount is granted for early payment.

5.2 Any late payment automatically gives rise, without prior formal notice, to late-payment penalties calculated at the rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, and to a fixed indemnity for recovery costs of forty (40) euros, in accordance with articles L441-10 and D441-5 of the French Commercial Code.

5.3 If a late payment is not settled eight (8) days after a written reminder, Noqode may suspend the Services in progress, without incurring any liability and without postponing payment due dates. Agreed timelines are extended by the duration of the suspension.

5.4 The Client may not set off amounts due against any claim it may have on Noqode without Noqode's prior written consent.

ARTICLE 6 – Client obligations

6.1 The Client undertakes to:

• appoint a contact person with decision-making and approval authority;
• provide the necessary content, information, access and brand assets within the agreed timeframes;
• give its feedback and approvals within five (5) business days of each request, unless another timeframe is set in the Proposal or in article 24;
• warrant that it holds the rights to the content it provides (texts, images, logos, videos, data) and that their use does not infringe third-party rights;
• ensure the legal compliance of its business and of its website content (legal notice, privacy policy, terms of sale, cookie consent management), Noqode being able to assist with their technical implementation.

6.2 Delays attributable to the Client extend Noqode's timelines accordingly, and Noqode cannot be held liable for them.

ARTICLE 7 – Partners and subcontracting

7.1 Noqode performs the Services itself or with Partners, independent professionals publicly presented as “Noqode Partner”. Each Partner is bound to Noqode by a framework agreement that includes confidentiality, data protection and rights assignment commitments. The Partners assigned to a Service are introduced to the Client in the Proposal.

7.2 By accepting the Proposal, the Client accepts these Partners and approves the payment terms of their contract, within the meaning of article 3 of French Law no. 75-1334 of 31 December 1975 on subcontracting: a fixed price paid by Noqode by bank transfer within fifteen (15) days, according to the payment schedule of their order, in principle half at the start of their assignment and half at its end. Any Partner added or replaced during performance is introduced to the Client before they start; the Client accepts them in writing or on the Portal and may refuse them only for a legitimate reason.

7.3 Noqode remains the Client's sole contractual counterpart and solely liable to the Client for the performance of the Services, including the part entrusted to Partners. Noqode alone organises their work. The Client addresses its requests to Noqode, including when they pass through a channel shared with a Partner; its feedback concerns the Deliverables and contains no instructions to Partners on how to organise their work.

ARTICLE 8 – Use of artificial intelligence

8.1 Noqode uses generative artificial intelligence tools to design, produce and check part of the Deliverables (research, writing, design, code, automations). Each Deliverable is reviewed, checked and approved by Noqode or by a Partner before delivery.

8.2 Noqode only enters into these tools the Client information necessary for the Service, uses offerings whose publisher undertakes not to train its models on the data submitted, and never enters any Client password or access credentials. The Client may request in writing that none of its confidential information be processed by these tools; timelines and price may then be adjusted.

8.3 Copyright protection of certain AI-generated content remains uncertain. Noqode assigns to the Client, under the conditions of article 11, all the rights it holds in such content, without guaranteeing that copyright exists in it.

ARTICLE 9 – Client portal

9.1 The Client accesses the Portal by invitation from Noqode, at no extra cost. The Portal allows the Client, in particular, to view and accept Proposals, track the progress of Services, approve Deliverables, submit requests and view invoices. Partners access it to perform the Services, without access to invoices, Proposals or their amounts.

9.2 Approvals, acceptances and requests made on the Portal bind the Client in the same way as a written document. The Client is responsible for the access it grants to its staff. Use of the Portal is governed by its terms of use and privacy policy.

ARTICLE 10 – Third-party Services, accounts and hosting

10.1 The accounts and subscriptions for the Third-party Services needed for the Client's website (in particular Webflow, Vercel or any other host, domain name, database, analytics tools) are opened in the Client's name and paid for by the Client. Where Noqode temporarily opens them in its own workspaces for development purposes, it transfers them to the Client at go-live or, if the price has not been paid in full by then, as soon as it is paid in full.

10.2 Third-party Services are provided by their publishers under their own terms, which the Client accepts. Noqode is not liable for their availability, changes, pricing or the consequences of their failures.

ARTICLE 11 – Intellectual property

11.1 Subject to full payment of the price of the relevant Order, Noqode assigns to the Client, on an exclusive basis, the economic copyrights in the Deliverables created specifically for the Client: rights of reproduction, representation, adaptation, modification, translation and exploitation, including the right to assign them to a third party. These rights are assigned for all media and by all means known at the date of the Order, worldwide and for the full legal term of protection, for any exploitation by the Client for the purposes of its business, in particular the publication, development and promotion of its website and content. The price of this assignment is included in the price of the Order. For the Growth Team, the rights in a month's Deliverables are assigned upon payment of that month's invoice.

11.2 Until full payment, Noqode grants the Client a simple right to use the Deliverables delivered, revocable in the event of non-payment.

11.3 Noqode and its Partners retain ownership of the Pre-existing Elements. Where they are incorporated into the Deliverables, Noqode grants the Client a non-exclusive, free, worldwide licence for the full term of the rights, limited to what is necessary to use and develop the Deliverables. Mock-ups, design directions and proposals not selected remain Noqode's property.

11.4 Open-source components and Third-party Services remain subject to their respective licences.

ARTICLE 12 – Credit line and references

12.1 Noqode may place a discreet “Made by Noqode” credit with a link to its website in the footer of the website it builds. The Client may remove it, or ask for it to be removed, at any time and free of charge.

12.2 After go-live, Noqode may cite the Client's name and logo and present the public Deliverables in its commercial references, unless the Client objects in writing. A detailed case study (figures, testimonial, non-public elements) requires the Client's prior consent.

ARTICLE 13 – Confidentiality

Each party keeps confidential the non-public information of the other party that it learns in connection with the Services (commercial, financial and technical information, access, Proposals and prices), uses it only to perform the Order and discloses it only to persons who need it for that purpose (employees, Partners, advisers) and who are bound by an equivalent obligation. This obligation applies during the performance of the Services and for three (3) years after they end.

ARTICLE 14 – Personal data

14.1 Noqode processes the personal data of the Client's contact persons to manage the business relationship, under the conditions of its privacy policy available on noqode.fr and on the Portal.

14.2 Where, to perform the Services, Noqode processes personal data on the Client's behalf (form data, CRM data, website user data), it acts as a processor within the meaning of article 28 of Regulation (EU) 2016/679 (GDPR). The purpose and duration of the processing are the performance of the Services; it covers the data of contacts, prospects, customers and users that the Client makes accessible, and the Proposal may specify its nature. Noqode undertakes to:

• process such data only on the Client's documented instructions, including for transfers outside the European Union, which it carries out only in compliance with chapter V of the GDPR, and inform the Client if an instruction appears to infringe the regulations;
• ensure that persons authorised to process the data are bound by confidentiality, and implement appropriate security measures;
• use only the Partners and Third-party Services that are necessary, imposing equivalent obligations on them and remaining liable for their breaches; the Client grants a general authorisation for this, Noqode keeping the list of these sub-processors available to the Client and informing it of any addition or replacement, to which the Client may object for a legitimate reason;
• assist the Client in responding to requests from data subjects and in meeting its obligations regarding security, breach notification and impact assessments;
• notify the Client of any personal data breach without undue delay after becoming aware of it;
• delete or return the data, at the Client's choice, at the end of the Services, unless retention is required by law;
• make available to the Client the information necessary to demonstrate compliance with these obligations and allow for audits by the Client or by an auditor it appoints.

ARTICLE 15 – Warranty and liability

15.1 Noqode undertakes to perform the Services with care and in accordance with professional standards. For search engine optimisation, visibility in answer engines, traffic, conversions and, more generally, any result that depends on third parties (search engines, artificial intelligence platforms, user behaviour), Noqode is bound by an obligation of means and does not guarantee any ranking or citation.

15.2 Noqode can only be held liable for proven fault and for direct damage only. Its liability is excluded for indirect damage, in particular loss of revenue, customers or opportunity, and for damage resulting from content provided by the Client, from a modification of the Deliverables by the Client or a third party, or from a Third-party Service.

15.3 Except in the event of gross negligence or wilful misconduct, Noqode's total liability under an Order is limited to the amount excluding taxes paid by the Client under that Order or, for the Growth Team, to the amount excluding taxes paid during the three (3) months preceding the event giving rise to the claim.

ARTICLE 16 – Non-solicitation of Partners

16.1 During the performance of the Services and for twelve (12) months after they end, the Client shall not, directly or through an intermediary, solicit the Partners who worked on its Services, hire them or contract with them for similar services, including where the approach comes from the Partner, without Noqode's prior written consent.

16.2 Any breach obliges the Client to pay Noqode, as a penalty clause, a fixed indemnity equal to the amount excluding taxes invoiced by Noqode to the Client during the twelve (12) months preceding the breach, with a minimum of ten thousand (10,000) euros.

ARTICLE 17 – Force majeure

Neither party is liable for a failure caused by a force majeure event within the meaning of article 1218 of the French Civil Code. The affected party informs the other without delay. Obligations are suspended for the duration of the impediment. If it lasts more than sixty (60) days, either party may terminate the relevant Order in writing; Services already performed remain payable.

ARTICLE 18 – Termination for breach

If either party commits a serious breach of its obligations that is not remedied fifteen (15) days after written formal notice, the other party may terminate the relevant Order by written notice, without prejudice to damages. Services performed up to termination remain payable.

ARTICLE 19 – Miscellaneous

19.1 Notices under the T&Cs may be given by email or via the Portal. Notices to Noqode by email are sent to amaury.deluca@noqode.fr.

19.2 The invalidity of one clause does not affect the others. A party's failure to invoke a breach does not constitute a waiver of its right to invoke it later.

19.3 Noqode may amend the T&Cs. The version applicable to an Order is the one in force on the date it is accepted. For the Growth Team, new T&Cs apply thirty (30) days after notice to the Client, who may stop its subscription if it refuses them.

ARTICLE 20 – Governing law and disputes

20.1 The T&Cs are governed by French law. Only the French version is authoritative.

20.2 In the event of a dispute, the parties seek an amicable solution for thirty (30) days from written notice of the dispute. Failing agreement, and where the Client contracted as a trader (commerçant), the dispute is submitted to the competent courts within the jurisdiction of Noqode's registered office, including in the event of multiple defendants or third-party claims.

PART 2 – PROJECTS (CREATION, REDESIGN, MIGRATION)

ARTICLE 21 – Process

21.1 A Project follows the phases described in the Proposal, in principle: strategic scoping workshop, design, development, acceptance testing, go-live and training. The timeline in the Proposal is indicative. It is met provided the Client meets its own deadlines for providing materials and feedback.

21.2 Each phase is approved by the Client, in principle on the Portal, before moving on to the next. An approval covers the choices it concerns; calling them into question later constitutes a change in scope within the meaning of article 3.4.

ARTICLE 22 – Payment schedule

Unless a different schedule is set out in the Proposal, the price of a Project is invoiced as follows:

• 50% upon Order;
• 25% upon approval of the design;
• 25% at go-live or, if go-live is postponed by the Client, upon delivery of the website in the staging environment.

ARTICLE 23 – Feedback rounds

Each phase includes two (2) rounds of feedback from the Client, each round grouped in a single submission. Additional rounds or requests outside the approved scope are invoiced at the rate stated in the Proposal or on a quote.

ARTICLE 24 – Acceptance testing and go-live

24.1 Noqode delivers the website in a staging environment. The Client has eight (8) business days to report in writing, precisely, any defects found against the approved scope. Noqode fixes them within a reasonable time.

24.2 If no defect is reported within this period, or upon go-live, the website is deemed accepted. Acceptance is not delayed by minor defects that do not prevent use of the website.

ARTICLE 25 – Project suspended by the Client

25.1 Where the Client does not provide the expected materials or approvals, Noqode may suspend the Project without penalty. Work resumes subject to Noqode's availability.

25.2 If the Project remains suspended for more than three (3) months because of the Client, Noqode may close it in writing. Work performed is then invoiced in proportion to its progress, amounts already paid remain due to Noqode, and any later resumption of the Project is the subject of a new Proposal.

ARTICLE 26 – Cancellation by the Client

The Client may cancel a Project in progress in writing. The deposit paid with the Order remains due to Noqode, and work performed beyond its value is invoiced in proportion to its progress.

ARTICLE 27 – Bug-fix warranty

For thirty (30) days after go-live, Noqode fixes free of charge any malfunction of the website against the approved scope. This warranty does not cover changes, modifications made by the Client or a third party, or malfunctions of Third-party Services. After that, website support falls under the Growth Team or a new Proposal.

PART 3 – GROWTH AUDIT

ARTICLE 28 – Content and price

28.1 The Growth Audit analyses the Client's website, market and visibility on Google and in answer engines. In particular, it identifies the target queries, the sources cited by answer engines for these queries, competitors' positions, priority actions and the recommended sources budget. It is presented to the Client at a debrief meeting. Its exact scope is set out in the Proposal.

28.2 Its price is set in the Proposal and invoiced in full upon Order.

ARTICLE 29 – Deduction from the next Service

Where the Proposal so provides, the price of the audit excluding taxes is deducted from the Service the Client orders next, within the time limit and on the terms it sets. Failing any such provision, that Service must be ordered within thirty (30) days of delivery of the audit; for the Growth Team, the deduction is made in thirds over the first three (3) full months of the subscription; for another Service, on the first invoice. Any part not offset is neither carried over nor refunded.

PART 4 – GROWTH TEAM

ARTICLE 30 – Purpose and plans

30.1 The Growth Team is a monthly subscription giving access to all of Noqode's areas of expertise (strategy, SEO and AEO, design, development, conversion, content, team enablement and training) to improve the Client's website and visibility, within a monthly capacity expressed in hours. These hours measure the capacity of the subscription; they do not correspond to any provision of staff. Noqode alone organises the performance of tasks and chooses who carries them out.

30.2 The plans differ in price, monthly capacity and turnaround time for urgent requests:

• Starter: €1,500 excl. VAT · 24 hours per month; turnaround time for an urgent request: 4 business days
• Growth: €2,900 excl. VAT · 48 hours per month; turnaround time for an urgent request: 72 hours, i.e. 3 business days
• Scale: €4,900 excl. VAT · 72 hours per month; turnaround time for an urgent request: 48 hours, i.e. 2 business days

These prices apply unless a different price is set in the Proposal. The hourly rate of a plan equals its monthly price divided by its monthly capacity.

30.3 The Proposal may present an indicative typical month describing the actions usually carried out within the plan's capacity. Only the monthly capacity in hours binds Noqode.

30.4 For a visibility assignment (SEO and AEO), the Proposal may set quantified objectives, such as a number of target queries for which the Client is cited by answer engines. These objectives guide the work and reporting. They do not constitute an obligation of result, in accordance with article 15.1. Achieving them requires the Client to commit the sources budget set out in the Proposal.

ARTICLE 31 – Monthly operation

31.1 The Client submits its ideas and needs at any time in the Portal's idea box. Noqode estimates each of them in hours; the estimate is visible to the Client.

31.2 At the monthly meeting, the parties jointly select the ideas to be carried out within the capacity of the month concerned. The Client approves this selection on the Portal. The selected tasks are delivered over the course of the month.

31.3 An urgent request, i.e. a malfunction or problem affecting the live website, is handled without waiting for the next monthly selection, within the plan's turnaround time. This time runs from the request and is counted in business days, excluding Saturdays, Sundays and public holidays in France. Its hours are charged to the current month.

31.4 The monthly meeting and task coordination are deducted from the month's capacity. Each month, Noqode provides a report on the tasks delivered, the hours used and, where applicable, the SEO and AEO indicators tracked.

ARTICLE 32 – Hour tracking

32.1 A task's estimate is final once the task is selected. If it takes longer, Noqode absorbs the difference. Any change to the request during its execution becomes a new idea, estimated separately.

32.2 The estimated duration of a task is deducted upon delivery, from the month in which it was selected, even if it is delivered after the end of that month. The tracking can be viewed at any time on the Portal.

32.3 Hours not used during a month are lost. They are neither carried over nor refunded.

32.4 Hours used beyond a month's capacity reduce the following month's capacity accordingly. At the end of the subscription, any overage not offset is invoiced at the hourly rate of the Client's plan.

ARTICLE 33 – Invoicing

33.1 The subscription is invoiced monthly, in advance, at the beginning of the month. The first month is invoiced pro rata if it does not start on the first day of the month.

33.2 The sources budget (link purchases, guest articles, media placements), tool licences and, more generally, Third-party Services are invoiced separately or paid directly by the Client.

ARTICLE 34 – Term, plan changes, pause and termination

34.1 The subscription is entered into for an indefinite term, with no minimum commitment.

34.2 The Client may change plans, pause or stop its subscription at any time, by simple written request to Noqode. The request takes effect at the end of the current month; the month started remains payable.

34.3 A pause has no maximum duration. During the pause, no invoice is issued and the Client keeps access to the Portal, its history, its statistics and its idea box. The Client may resume its subscription at any time, on the plan of its choice, by asking Noqode; resumption takes effect at the beginning of the following month, or earlier by mutual agreement.

34.4 After termination, the Client keeps read-only access to the Portal and its data is kept there for three (3) years, allowing it to subscribe again without losing its history.

34.5 Noqode may terminate the subscription with thirty (30) days' notice, or without notice under the conditions of article 18.

34.6 Upon termination, Noqode hands over to the Client the paid Deliverables and the access credentials it holds, and deactivates its own access to the Client's tools, unless the Client requests otherwise.