Terms of Sale

Article 1. Purpose and scope

These Terms of Sale (hereinafter the "Terms") govern the contractual relationship between Sumaia, a French sole trader operated by Baptiste Montagnier, SIRET 92816303900029 (hereinafter "Sumaia" or the "Provider"), and any legal entity or professional engaging its web design and development services (hereinafter the "Client").

These Terms apply exclusively to business-to-business relationships. Sumaia does not contract with consumers within the meaning of the preliminary article of the French Consumer Code.

Acceptance of the quote by the Client constitutes full and unreserved acceptance of these Terms. Any derogating clause proposed by the Client is only enforceable against Sumaia if expressly agreed in writing.

Article 2. Quote and formation of the contract

Every project is covered by a written quote issued by Sumaia based on the Client's stated needs. The quote specifies the scope of services, the price, the timeline, and any specific conditions.

The quote is valid for thirty (30) days from the date of issue. Beyond that, Sumaia reserves the right to revise it.

The contract is formed on the date the Client signs the quote, or on the date Sumaia receives any act unequivocally expressing the Client's acceptance (explicit email acceptance, transfer of the deposit).

Article 3. Prices and payment terms

3.1. Prices are expressed in euros, US dollars, or Peruvian soles as indicated in the quote. Sumaia is covered by the French VAT exemption scheme under article 293 B of the French General Tax Code. No VAT is applicable to or added to the prices shown.

3.2. Payments are split into two installments:

• A deposit of thirty percent (30%) of the total amount, due upon signing the quote. The effective start of the project is conditional on receipt of this deposit.
• The balance of seventy percent (70%), due at delivery of the project, payable within fifteen (15) days of receipt of the final invoice.

3.3. Accepted payment methods: SEPA or international bank transfer, Yape (Peru). Any bank fees are borne by the Client.

3.4. Pursuant to article L. 441-10 of the French Commercial Code, any late payment triggers, as of the day following the due date, late-payment penalties at an annual rate equal to three times the legal interest rate in force, as well as a fixed recovery-cost indemnity of forty (40) euros, without prejudice to additional indemnity if actual recovery costs are higher.

3.5. In the event of persistent non-payment, Sumaia reserves the right to suspend performance of the services after a formal notice remains ineffective for fifteen (15) days, and to retain the deliverables until the balance is paid.

Article 4. Client's obligations

The Client undertakes to:

• Provide in due time any content necessary to perform the services (texts, images, logos, technical access credentials).
• Hold the required rights to the content provided, and indemnify Sumaia against any third-party claim in this respect.
• Respond to validation and feedback requests within a reasonable time, typically seven (7) business days unless otherwise specified in the quote.
• Appoint a single point of contact with decision-making authority on the project.

Any delay in providing content or in validating intermediate steps results in an equivalent shift of the delivery timeline, without Sumaia's liability being engaged.

Article 5. Execution and deadlines

5.1. Delivery deadlines stated in the quote are estimates that start running from the cumulative receipt of the deposit and of all required content.

5.2. If Sumaia is responsible for a delivery delay not justified by force majeure or by a Client's breach, and exceeding two (2) weeks beyond the scheduled delivery date, late-delivery penalties apply at the rate of one percent (1%) of the quote amount per completed week of additional delay, capped at ten percent (10%) of the total quote amount. These penalties constitute the sole compensation due on account of the delay.

Article 6. Changes and additional requests

Any request by the Client relating to features, content, or deliverables not planned in the initial quote is covered by a written supplementary quote. The supplementary quote must be accepted by the Client before any implementation, under the same terms as the initial quote.

Article 7. Delivery and acceptance

7.1. Delivery is performed by handing over the finalized deliverables to the Client (deployment of the site, transfer of source files, transmission of access credentials). A seven (7) day acceptance period starts on the delivery date.

7.2. During the acceptance period, the Client notifies Sumaia in writing of any non-conformity of the deliverable with the quote. Sumaia makes the necessary corrections within a reasonable time.

7.3. Upon expiry of the acceptance period, or upon effective production use of the site by the Client, acceptance is deemed granted. The Client may no longer contest a posteriori the conformity of the deliverable with the quote.

Article 8. Warranty and post-delivery support

8.1. Sumaia grants the Client a three (3) month good-functioning warranty from the delivery date. This warranty covers:

• The correction of bugs and technical malfunctions attributable to Sumaia.
• The implementation of minor improvements, up to one (1) cumulative day of work per month.

8.2. Any intervention beyond this cap, or corresponding to a non-corrective evolution request (new feature, redesign, additional module), is covered by a supplementary quote.

8.3. The warranty does not cover malfunctions resulting from misuse of the deliverable, from modifications made by the Client or a third party, from a change of hosting provider, or from force majeure.

Article 9. Cancellation and termination

9.1. Cancellation by the Client. In case of cancellation by the Client after signing the quote and before delivery, the deposit paid is retained by Sumaia as a fixed indemnity. If the work actually performed by Sumaia as of the cancellation date has a value greater than the deposit, Sumaia may invoice the difference, calculated pro rata of the time and resources already committed, upon presentation of supporting evidence.

9.2. Cancellation by Sumaia. If Sumaia is unable to perform the services for a reason exclusively attributable to it, the Client is fully refunded of all sums paid, and no other indemnity may be claimed.

9.3. Termination for breach. In case of material breach of obligations by a party, the other party may terminate the contract after a formal notice remains ineffective for fifteen (15) days. Financial consequences are settled according to article 9.1 or 9.2 depending on the breaching party.

Article 10. Hosting and domain name

10.1. Domain name. The domain name is purchased and paid for by the Client directly with the registrar of its choice. Sumaia may advise the Client on this step without additional fee.

10.2. Hosting. Depending on the nature of the project, Sumaia deploys the site on:

• Netlify (free tier) for static showcase or blog sites.
• Vercel (free tier) combined with Supabase (free tier) for dynamic sites including a user database.

10.3. As long as usage stays within the free-tier limits of these platforms, hosting is provided at no additional cost. If quotas are exceeded (traffic, database, requests), the additional costs are either invoiced to the Client at cost, or covered by the Monthly Care Plan if the Client has subscribed to it, within the limits defined in the corresponding quote.

10.4. Sumaia does not guarantee the availability or long-term continuity of third-party hosting platforms. The terms of service of Netlify, Vercel, and Supabase apply independently of these Terms.

Article 11. Intellectual property

11.1. Upon full payment of the price, Sumaia transfers to the Client, on an exclusive basis, the rights of reproduction, representation, adaptation, and exploitation of the delivered site, for the full statutory protection period and worldwide.

11.2. The transfer only covers developments specifically created for the Client. It does not cover:

• Third-party components, modules, and libraries under open-source or commercial licenses, used in the project and governed by their own licenses.
• Sumaia's generic components and know-how (templates, grid systems, utilities, reusable components), which remain Sumaia's property and may be reused in other projects.

11.3. Until full payment, Sumaia retains all rights to the deliverable, and the Client may not exploit or have exploited any part of the deliverables.

Article 12. Portfolio referencing

The Client authorizes Sumaia to mention its name, reproduce its visual identity, and display screenshots of the delivered site for commercial promotion purposes (online portfolio, presentations, social media, applications). The Client may withdraw this authorization at any time by written request addressed to Sumaia.

Article 13. Confidentiality

Each party undertakes to preserve the confidentiality of non-public information disclosed by the other party in the performance of the contract. This undertaking survives the end of the contract for two (2) years.

Article 14. Personal data protection

The processing of personal data of visitors to sumaia.fr is detailed in the privacy policy available on sumaia.fr. In the performance of the services, each party is responsible, under GDPR, for the processing it carries out on personal data for which it acts as controller.

Article 15. Liability

15.1. Sumaia is under a best-efforts obligation in performing the services.

15.2. Sumaia's total liability under a contract, whatever its basis, is capped at the amount actually invoiced to the Client for the project concerned.

15.3. Sumaia may under no circumstances be held liable for indirect damages suffered by the Client or a third party, including: loss of revenue, loss of customers, reputational harm, or loss of data resulting from a fact not attributable to Sumaia.

Article 16. Force majeure

Neither party may be held liable for a failure to perform its obligations resulting from a force majeure event as defined in article 1218 of the French Civil Code. Deadlines are suspended for the duration of the event. If the force majeure lasts more than sixty (60) days, each party may terminate the contract without indemnity, with sums already paid settled in accordance with article 9.

Article 17. Applicable law and dispute resolution

17.1. These Terms are governed by French law, excluding any conflict-of-laws rule referring to another law.

17.2. Before any legal action, the parties endeavor to resolve their dispute amicably within thirty (30) days of the written notification of the dispute by one party to the other.

17.3. Failing amicable agreement, the dispute is brought before the courts of the country of residence or establishment of the defendant. This jurisdiction clause applies in professional matters pursuant to Regulation (EU) No 1215/2012 of 12 December 2012 ("Brussels I bis") for parties established in the European Union, and to the applicable bilateral treaties or common law for others.

Article 18. Miscellaneous provisions

18.1. Severability. If any provision of these Terms is held to be null or unenforceable, the remaining provisions remain in force.

18.2. Assignment. The Client may not assign the contract to a third party without Sumaia's prior written consent.

18.3. Electronic evidence. The parties acknowledge the probative value of email exchanges and electronic quote acceptances.

18.4. Entire agreement. These Terms, together with the quote signed by the Client, form the entire agreement between the parties and prevail over any prior exchanges.

Article 19. Contact

For any question regarding these Terms, the Client may contact Sumaia by email at contact@sumaia.fr or via the WhatsApp link accessible on sumaia.fr.