General Terms and Conditions of Sale (GTC)
& Specific Terms and Conditions of Sale (STC)

The term "Service Provider" refers to the company Ts-Services, a société à responsabilité limitée (SARL) with a share capital of EUR 500, registered with the Thonon-les-Bains Trade and Companies Register under number 893960773, with its registered office at 10 rue de Duclus, 74300 Cluses, France. EU VAT number: FR44893960773.

Commercial contact: contact@ts-services.com | Technical support: support@ts-immo.org | GDPR contact: rgpd@ts-immo.org

• "Client": any legal entity or individual with professional status within the meaning of the French Consumer Code, having engaged the services of the Service Provider.
• "User": any natural person accessing the Services on behalf of the Client.
• "Services": all services offered by the Service Provider (website creation, real estate gateways, bespoke development, AI chatbots), as defined in the accepted quotation.
• "Order": any order placed by the Client with the Service Provider under these GTC.
• "Third Party": any natural or legal person not a party to these GTC.
• "Personal Data": any information relating to an identified or identifiable natural person within the meaning of Regulation (EU) 2016/679 (GDPR).

These GTC govern the rights and obligations of the parties in connection with the provision of services by the Service Provider to the Client. They apply to all Orders, to the exclusion of any other document.

These GTC apply exclusively to professionals. The Client expressly acknowledges having professional status within the meaning of the French Consumer Code. The Service Provider reserves the right to refuse any Order from a consumer.

The Service Provider reserves the right to amend these GTC at any time. Amendments take effect upon publication and do not affect Orders already in progress unless the parties expressly agree otherwise.

In the event of conflict between the quotation and these GTC, the terms of the quotation shall prevail.

The contract is deemed formed and takes effect on the date the Client signs the quotation or pays a deposit or the full amount, whichever occurs first.

No amendment to the contract shall be effective without the Service Provider's prior written agreement. No verbal agreement is binding.

Deadlines communicated are indicative only. They run from the date the Service Provider receives all elements necessary to perform the Services. The Service Provider shall not be liable for delays caused by the Client's failure to provide required elements in a timely manner.

The Client undertakes in particular to:

• Actively cooperate with the Service Provider and promptly provide all necessary information, documentation and resources
• Establish and freeze detailed specifications before work commences; subsequent changes require the parties' written agreement
• Supply all documentary, graphic and textual elements in usable formats, holding the necessary intellectual property rights therein
• Pay all sums due within the agreed timeframes
• Carry out all necessary data backup procedures before any intervention by the Service Provider
• Comply with all applicable laws and regulations (intellectual property, data protection, legal notices, consumer law where applicable)
• Refrain from attempting to circumvent, decompile or disassemble any software or module provided by the Service Provider

The Service Provider undertakes to employ all reasonable means to perform the Services in accordance with professional standards. This constitutes a best-efforts obligation (obligation de moyens), not an obligation of result.

The Service Provider warrants that deliverables created under the contract are legally available and free from third-party rights for the intended uses.

The Service Provider undertakes to keep the Client regularly informed of project progress and to notify the Client of any obstacle likely to affect timelines or quality.

The applicable pricing is set out in the accepted quotation. Prices are in euros exclusive of VAT. Applicable VAT is added at the rate in force on the invoicing date.

Prices may be revised upon thirty (30) days' prior notice. Revisions do not affect Orders already in progress.

Acceptance of the quotation must be accompanied by payment of a deposit as specified therein. The deposit is a condition precedent to commencement of the Services.

The balance is due within thirty (30) days of the invoice date. Accepted payment methods: bank card, bank transfer, direct debit. No early payment discount is offered.

In the event of non-payment by the due date, all outstanding amounts automatically accrue late payment penalties without prior notice, from the day following the due date until full payment is received.

The penalty rate is three (3) times the applicable statutory interest rate, pursuant to Article L. 441-10 of the French Commercial Code.

Pursuant to Article D. 441-5 of the French Commercial Code, any late-paying professional automatically owes a fixed recovery fee of EUR 40. If actual recovery costs exceed this amount, additional compensation may be claimed on production of supporting evidence.

In the event of late payment, the Service Provider may suspend all Orders in progress until full payment is received, without such suspension constituting a breach.

All pre-existing software, data, documentation, processes, methodologies and technologies belonging to the Service Provider remain its exclusive property, even when used in performing the Services.

Works created specifically for the Client remain the Service Provider's exclusive property until all corresponding invoices are paid in full.

Upon full payment, the Service Provider assigns to the Client, on an exclusive basis, for the full legal term of protection and worldwide, all intellectual property rights in works created specifically at the Client's request (reproduction, representation, adaptation, translation, distribution).

The Service Provider reserves the right to reference work performed for the Client in its communications, unless the Client objects in writing within fifteen (15) days of delivery.

The Service Provider warrants that Services will be provided in material conformity with the Order specifications.

All other warranties, express or implied, are excluded to the fullest extent permitted by law.

No warranty applies where the Client has modified Services without prior written consent.

The Service Provider's liability is strictly limited to direct, foreseeable damages arising from a proven deficiency in the Services or a material breach of contract attributable to the Service Provider.

Under no circumstances shall the Service Provider be liable for indirect, incidental or consequential damages, including loss of revenue, profits, customers, data, cost of substitute services, business interruption or reputational harm.

The Service Provider's total aggregate liability in respect of any Order shall not exceed the net amounts actually received by the Service Provider in respect of that Order during the twelve (12) months preceding the occurrence of the damage.

To invoke the Service Provider's liability, the Client must notify by recorded delivery letter within eight (8) working days of becoming aware of the alleged breach, failing which the claim shall be time-barred.

Neither party shall be liable for failure to perform resulting from a force majeure event within the meaning of Article 1218 of the French Civil Code.

The invoking party notifies the other within five (5) working days. If the event persists beyond sixty (60) days, either party may terminate by written notice without liability.

Each party undertakes to keep strictly confidential all information designated as such or reasonably considered confidential by its nature or the circumstances of its disclosure.

Neither party may disclose Confidential Information to third parties without prior written consent. This obligation survives for five (5) years after the end of the contract.

Confidential Information does not include information that: (i) enters the public domain through no fault of the receiving party; (ii) was known to the receiving party before disclosure; (iii) is legitimately obtained from a third party; or (iv) must be disclosed by law.

Under the GDPR and French Law No. 78-17 of 6 January 1978 as amended, the Client acts as data controller in respect of personal data relating to its clients and prospects transmitted to the Service Provider.

The Service Provider acts as data processor under Article 28 GDPR. It undertakes to: (i) process data solely on documented instructions; (ii) ensure security and confidentiality; (iii) not transfer data outside the EEA without appropriate safeguards; (iv) assist with data subject rights; and (v) delete or return data at contract end.

A Data Processing Agreement (DPA) may be concluded separately upon request to rgpd@ts-immo.org.

The Service Provider may subcontract all or part of the Services. The Service Provider remains solely responsible for performance vis-à-vis the Client, including GDPR obligations of sub-processors.

This contract is governed by French law. The Vienna Convention on the International Sale of Goods (11 April 1980) is expressly excluded.

In the event of a dispute, the parties shall seek amicable resolution within thirty (30) days of written notification. Failing resolution, the dispute is submitted to the exclusive jurisdiction of the Commercial Court (Tribunal de commerce) of Annecy.

This contract is drafted in French. The French version shall prevail in the event of any translation.