The present “General Terms & Conditions” (hereinafter referred to as the “Terms”) are those applicable on services purchased to Outsourcify Co., td., a company registered in Thailand, with address Panjit Tower, 11th, Floor, Thonglor Rd, 117 Soi Sukhumvit 55, Khlongtan Nua, Wattana, Bangkok, 10110, Thailand (Tax ID: 0105559053651).
Article 1: Definition
The general terms & conditions of sale of services described below detail the rights and obligations of the company Outsourcify Co., Ltd. (hereinafter referred to as “the Provider“) and its customers (hereinafter referred to as “the Customer“) in connection with the sale of the following services:
- Web Applications Development
- Mobile Applications Development
- E-commerce solutions
- Workshops & Consulting
- UX Design
- UI Design
- Website Maintenance & Hosting
- Cloud Infrastructure Management
For the purposes of interpretation and implementation of these General Terms and Conditions, it is agreed that the following terms shall be defined as follows:
“Service” hereinafter refers to the object of the sale made by the Service Provider. The Service may refer to a set of services such as consulting, the provision of know-how, the licensing of software packages or patents, ancillary services to the acquisition of software or software packages and their follow-up, intellectual services, the design of a website or business application, the provision of human resources, and so on. Similarly, the term service can also refers to the sale of a movable object such as an appliance, component or computer medium.
“Website, Internet Site, Web Application” refers to the set of pages composed of text, images and, where applicable, multimedia elements, accessible via a URL address and hosted on the hard disk of a server allowing multiple, simultaneous access via the Internet network.
“Mobile Application” refers to a software application designed to be operated on a mobile device such as a smartphone, developed for use on mobile devices and tablets that use a particular mobile operating system (iOS or Android usually) and thus are hosted on App Stores platforms (Apple’s App Store or Google Play Store).
“Sources” refers to the basic content required to create an intangible service: text, images, sounds, videos for a web application, accounting documents for an accounting solution, etc. Unless otherwise specified, the provision of sources is the responsibility of the Customer.
“Requirements Specifications” means a set of documents provided by the Customer, or produced by the Service Provider in collaboration with the Customer for a fee, to be satisfied by the analysis, design and web development service. These documents describe the output content of the service required by the Provider and any constraints and specificities concerning the technical conditions of production, and quality of a service.
“Proposal” describes the service offered by the Provider to the Customer, it usually includes timeline and details of costs, either as a fixed price or as an estimation based on hourly rates. It constitute a contractual element once they have been validated by both parties.
“All-inclusive service” means any service for which the price remunerates the Service Provider irrespective of the price paid. Quantities of time (hours, days) used to carry out the service described in the Proposal. On the other hand, a service whose amount is fixed by a number of units of time (hours, days) is not considered to be a lump-sum service.
Article 2: Application of the Terms
In accordance with current regulations, the General Terms and Conditions are brought to the attention of any customer upon request, which are permanently available on the Service Provider’s website (https://outsourcify.net/agency-terms-conditions).
All orders imply the Customer’s full and unreserved acceptance of the Terms, which are appended to all the Service Provider’s contractual documents. Acceptance of the Terms shall take effect for the Customer prior to any intervention or delivery, on the date of signature of a quotation, valid for 15 days, a purchase order or a maintenance contract.
The Terms take precedence over any other contractual document of the Customer and apply for the entire duration of the contractual relationship between the Customer and the Service Provider.
The Service Provider may modify, update or rectify these General Terms and Conditions, in particular in order to take into account legislative, regulatory, case law and/or technical developments. Insofar as possible, the Service Provider will notify its Customers of any changes to its General Terms and Conditions on the General Terms and Conditions presentation page of its website (accessible at the following URL https://outsourcify.net/agency-terms-conditions). The update does not concern under no circumstances the services already performed or in progress, except for those whose remaining duration is greater than six months at the date of the modification. In this case, the latest General Terms and Conditions will apply between the parties.
In the event that any of the provisions hereof shall be deemed or declared invalid, or unwritten, by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to respect the original intention of the parties as expressed in this document.
Article 3: Contract formation and performance conditions
The respective obligation of each party, to perform the service for the Service Provider and to pay for the service for the Customer, arises from the moment when the Customer has duly signed and returned by fax, email or post the contractual document(s) issued by the Service Provider, or accepts a quotation via one of the Service Provider’s websites.
Service Provider, or when an order is placed by e-mail, or upon receipt of an initial deposit by the Service Provider. If a quotation has been drawn up, the request to carry out the service described in the quotation constitutes acceptance by the Customer.
The Customer is aware that the Service defined between the parties may be complex within his company, and that it is likely to call into question his organization and working methods, as well as the qualifications of his staff.
Article 4: Rates
Services are provided at the rates in force on the day the order is placed. They are denominated in Thai Bahts (THB), exclusive of tax, without discount; they are not increased by the VAT rate, the status of micro-enterprise implying a VAT exemption, according to article 293 B of the CGI. Any new tax imposed between the time of order and the time of delivery will be charged to the Customer.
Rates do not include travel expenses. Any request for on-site intervention will be charged to the customer. are subject to an estimate and additional invoicing, depending on the contract chosen. An invoice is drawn up by the Service Provider and given to the Customer at the time of each intervention or order. The conditions for determining the cost of services for which the price cannot be known a priori or indicated accurately will be communicated to the Customer or will be the subject of a detailed estimate, at the Customer’s request.
The Customer may benefit from price reductions, rebates, discounts and discounts, depending on the quantities of services ordered, at a single time and place, or the regularity of its orders for products or services, under the conditions and according to the terms described in the Provider’s price lists.
Article 5: Terms of payment
5.1 Standard payment terms
The price is payable in cash when the service is provided or ordered, as indicated on the invoice sent to the Customer.
The Service Provider reserves the right to request a deposit of up to 60% of the price of the service, including VAT, when the order is placed. The balance of the price will then be payable in cash, on the day the service is provided.
Unless otherwise agreed, payment shall be made within 10 days of receipt of the invoice from the Service Provider by bank transfer (a bank account number will be provided on request) or cheque or credit card from our website.
No discount will be applied by the Service Provider for payment in cash or in advance of the payment date to these Terms or on the invoice issued by the Service Provider.
5.2 Payment deadlines for maintenance contracts, websites, search engine optimization The price is payable in arrears according to the periodicity or schedule defined in the contract.
5.3 Late penalty
In the event of late payment and payment of sums due by the Customer beyond the deadlines set above, and after the payment date appearing on the invoice sent to the latter, late payment penalties, in an amount equal to 3 times the legal interest rate calculated on the amount of the totality of the sums due invoiced, and the payment of a fixed indemnity for collection costs in the amount of 2000 THB, will be automatically and by right acquired by the Service Provider, without any formality or formal notice.
In the event of non-compliance with the above terms of payment, the Service Provider also reserves the right to suspend or cancel the provision of services ordered by the Customer, and/or to suspend the performance of its obligations.
In the event of a direct debit default for reasons inherent to the customer (e.g.: “Opposition on account”, “Drawing contested by the customer”, “Insufficient provision”, etc….), the service provider will automatically charge a direct debit opposition fee of 2000 THB (excl. VAT) for each opposition.
These opposition fees must be paid within 7 days of receipt of the invoice, using the available methods of payment.
5.4 No compensation
Except with the express, prior and written agreement of the Service Provider, and provided that the reciprocal receivables and debts are certain, liquid and due, no compensation may be validly effected between any penalties for delay in providing the services ordered or failure of the services to comply with the order and the sums due for the purchase of said services from the Service Provider.
5.5 Retention of title clause
In the event of non-payment by the Customer of all or part of the price of the order for products or services, the Service Provider reserves, until full payment, a right of ownership over the products sold, enabling it to repossess said products.
Any deposit paid by the Customer shall be retained by the Service Provider as a lump-sum compensation, without prejudice to any other action that the Service Provider may take against the Customer as a result. Failing full payment, the Service Provider shall be entitled to repossess the software and codes at any time, even if they have been delivered and installed at the Customer’s premises.
If the customer withdraws and does not wish to continue with the order while it is still in progress, a minimum charge will be applied according to the research and development work carried out by the service provider, and the deposit received will be deducted from the total amount to be paid. Under no circumstances will it be reimbursed, even if the research and development costs are less than the total.
It is possible to issue a credit note for a future service, which will remain valid for one year from the date of issue.
5.7 No-show service
The service provider allows the CLIENT to benefit from the SERVICES at the location of his choice. The service provider intervenes at the express request of the CLIENT; the parties having agreed in advance on a date, time and place for the performance of the SERVICES. If YOU or the person appointed to represent you are not present at the agreed date and time, the service provider will not be able to carry out the SERVICES. In this case, the service provider will be obliged to charge you a minimum fee of 2000 THB including VAT, which is non-refundable in any form whatsoever and regardless of the product or service you have subscribed to.
You agree to indemnify and hold the Provider, licensors, affiliates, officers, representatives, brand partners, partners, employees, successors and assigns (together, the “Indemnified Parties”) harmless from any liability, loss, claim, damage, expense, cost or demand, including reasonable attorneys’ fees, incurred, made or brought against the Indemnified Parties by any third party in connection with any claim or damage relating in any way to (a) your use (or the use of third parties using your accounts) of the Service, the Site or the Elements, (b) your Content, (c) the Commercial Products you offer on the Site or using our Services, or (d) your use of the Domain Services. This includes violations of these Terms by you or any person using your account. You agree to cooperate fully, at your own expense, as required by the Indemnified Parties. Each Indemnified Party may, at its option, assume the defense and control of any matter for which it is indemnified hereunder. You may not settle any dispute involving an Indemnified Party without the consent of such Party.
Article 6: Methods of providing services
The services requested by the Customer will be provided in accordance with the conditions and deadlines agreed between the Service Provider and the Customer.
In the absence of reservations or complaints expressly made by the customer upon receipt of the services, these will be deemed to conform to the order, in terms of quantity and quality.
Article 7: Customer commitment
From the start of the service, the Customer provides the Service Provider with all the equipment required to carry out its work. In the case of IT services, this includes access to premises and hardware (computers, peripherals, etc.),
switches) both physically and electronically (via network connection, remote maintenance tools or other remote control systems). The Customer must make available to
Provider its software licenses and installation volumes, as well as the various passwords for the workstations, e-mails, files or servers it will need.
Article 8: The Service Provider’s commitment
The Service Provider performs the services ordered either on the Customer’s premises or on its own premises. Switchboard hours are from 8:00 to 12:00 and from 14:00 to 18:00 from Monday to Friday, except public holidays. It is reminded́ that the proper performance of the Provider’s mission, does not depend solely on the quality of the software and services used, but also on factors and conditions beyond its control, such as. the original installation of hardware and/or software, the Internet, the working methods used and the level of qualification of the user. The Service Provider undertakes to provide the following human and/or technical resources
necessary for the performance of the various services defined in the Terms. It is specified that deadlines are provided as an indication, and any delay and/or postponement of the date and/or time of the intervention may not give rise to any compensation and/or reimbursement and/or cancellation on the part of the Customer. The Service Provider is subject only to an obligation of means and under no circumstances to an obligation of results.
Article 9: Liability of the Service Provider – Warranty
In accordance with legal provisions, the Service Provider guarantees the Customer against any latent defect resulting from a design or manufacturing fault in the services provided and rendering them unsuitable for the intended use, the use for which they were intended, due to faulty design or implementation affecting services delivered and rendering them unfit for use.
Any warranty is excluded in the event of misuse, negligence or non-compliance with procedures or instructions on the part of the Customer, as well as in the event of force majeure.
In order to assert his rights, the Customer must, under penalty of forfeiture of any action relating thereto, inform the Service Provider, in writing and by registered letter with acknowledgement of receipt, of the existence of the defects within a maximum period of eight (8) days from their discovery. The Service Provider will rectify or have rectified, at its sole expense, any services deemed defective.
Article 10: Collaboration
The service is provided in collaboration with the customer and depends on his full cooperation. The Customer undertakes to provide all the elements necessary for the performance of the ordered service as soon as the work begins. Any element supplied by the Customer will be considered definitive by the Service Provider. Therefore, the Service Provider may refuse to integrate new elements (or modified elements) into the service ordered if they are not supplied at the start of the work. Thus, once an element (text, photo, video, logo, link, etc.) is supplied, it will be used as is by the Service Provider without any modification being made to it.
Article 11: Changes to graphics
If the Customer orders an all-inclusive service including graphic design, and unless otherwise stipulated in the Proposal, the Customer has the right to request several modifications to the graphic work submitted:
- 2 color modifications
- 1 modification for shapes (curves, lines, etc.)
Beyond that, if the Customer wishes to make further modifications to the graphic work submitted, additional work will be invoiced at the current hourly rate.
The customer has 8 working days to request modifications to each graphic proposal. If no response is received within this period, the graphic design is automatically considered validated. If the customer is absent and cannot validate the work, he must notify the Service Provider in writing so that an additional period can be added to the validation period.
Article 12: Changes to websites
12.1 Changes to website design
If the Customer orders an all-inclusive service including the creation of a website (one-page, shop window, boutique, blog, wiki, etc.), and unless otherwise stipulated in the Proposal, the Customer has the right to request several modifications to the website work submitted to him:
- 2 changes to the home page
- 1 change per page for other pages
Beyond that, if the customer wishes to make further modifications to the work submitted, additional work will be invoiced at the current hourly rate.
The customer has 8 working days to request modifications to each proposal. If the customer does not return within this period, the creation is automatically considered validated. If the customer is absent and cannot validate the work, he/she must notify the Service Provider in writing so that an additional period can be added to the validation period.
12.2 Scope of web design and web marketing services
The service provider undertakes to develop, on its own microcomputers and/or by subcontracting, using software and CMS, the website, web or mobile applications or the Internet elements and components described in the Proposal.
The Customer’s acceptance of the quotation signifies to the Service Provider the Customer’s agreement with and understanding of the services and development set out in the quotation.
All studies, reports, information, estimates and proposal, provided free of charge, carried out by the service provider for the purpose of providing services to the customer remain the exclusive property of the service provider. The Customer undertakes not to pass them on.
12.3 Content management back office
The Customer may be granted access to a site manager in order to update his website. The service provider undertakes to facilitate this update by the Customer in the best technical conditions.
possible, it being understood that the service provider’s obligation is an obligation of means. It is the Customer’s responsibility to ensure that any modifications or technical developments he may wish to make to his website by any means other than the Provider’s services, are possible and compatible with the technical characteristics of the developments carried out by the Provider. Any modification of the site by the Customer does not entail any transfer of ownership to the Customer of the computer codes and services produced by the service provider. The codes and passwords required for managerial access will be sent to the Customer by the service provider when the website is published. Please note that any modification made after the website has been put online will be invoiced by the service provider by means of a fixed price for content updates or a fixed price not included in the quote.
12.4 Domain name
As the service provider acts only as a technical intermediary with the naming organizations for the reservation of domain names, the general terms and conditions of sale of these organizations must be taken into account. The Customer remains the sole owner of the domain name. He acknowledges that he will use the domain name in accordance with current legislation and the rights of third parties. The Customer agrees to indemnify, defend and hold harmless the Service Provider from and against any and all claims, damages, liabilities, costs and expenses arising from
domain name registration.
The customer is solely responsible for the choice of the domain name applied for and registered.
The customer’s website will be hosted by the service provider on his behalf. The allocated Internet space is guaranteed to be free of advertising. The service provider will not be held responsible for any interruption of service due to suppliers. Hosting services are valid for one year, renewable by tacit agreement.
Due to the characteristics and limitations of the Internet, which the Customer declares to be fully aware of, the Service Provider cannot be held responsible in particular for :
– difficulties in accessing the hosted system due to saturation of the Internet network, disruptions to the telecommunications network and the influx of Internet users at certain times,
– the limits of performance and response time for consulting, querying or transferring data, contamination by viruses of the Customer’s data and/or software, the protection of which is the Customer’s responsibility,
– malicious intrusions by third parties on hosted sites, despite reasonable security measures implemented by the service provider and its suppliers,
– any damage to the Customer’s equipment, which is under the Customer’s sole responsibility, any misappropriation by third parties through the Customer’s fault of passwords, confidential codes and, more generally, any information of a sensitive nature for the Customer.
The customer must use the physical resources of his hosting space with due care in order to provide all server customers with shared resources (CPU, ram, etc.). It is therefore forbidden to monopolize the server’s resources with scripts, backup systems or other recurring and permanent operations, so as not to permanently monopolize the server’s load (CPU, ram, etc.).
As part of its services, the Provider offers to provide emails (electronic mail). The Customer acknowledges that he/she is entirely responsible for the content of the emails he/she sends, and undertakes to comply with the legal conditions governing the use of email services.
You agree to maintain the security of your account and website with respect to all activities that occur under your account or through your account or website. You agree to notify us immediately in writing of any fraudulent use of your account or other breach of security. The Provider shall not be liable for any loss or damage arising from your failure to comply with this security obligation. You agree that the Provider shall not be liable in any manner whatsoever for any acts or omissions of you or any third party, including any damages of any kind resulting from such acts or omissions.
12.8 Service resale
You may not reproduce, duplicate, copy, sell, resell or exploit all or part of the Service without our express written permission.
Article 13: Customer obligations
The Customer warrants to the Service Provider that it is in possession of all authorizations and administrative declarations required for the operation of the service ordered, and in particular those required by the Data Protection Authority of their country for personal data.
The customer undertakes to ensure that the service ordered complies with all applicable legislative, administrative and regulatory provisions.
He undertakes to ensure that the content of his site is strictly legal. The customer undertakes to ensure that his site respects the privacy of individuals, and undertakes not to publish any sensitive information, which is punishable by law.
The Customer declares that he is aware of the existence of technical means to restrict access to certain services. It is the Customer’s responsibility to ensure that any future modifications or technical developments to the website by any means, including those other than the Service Provider’s services, are possible and compatible with the technical characteristics of the services ordered.
The Customer undertakes to inform the Service Provider by registered letter with acknowledgement of receipt of any request, complaint or legal action directly or indirectly related to the provision of the service by the Service Provider. The Customer indemnifies the Service Provider against any third-party action arising from the content of the Customer’s website.
The Customer undertakes to take out insurance covering all risks relating to the operation of the site and use of the service.
Acceptance, verification and testing: in all cases, it is the Customer’s responsibility to test and verify the services delivered, both before and after final execution of the work. Ordering acceptance, verification and testing services from the Service Provider does not release the Customer from this obligation.
The Customer is aware that any IT service may contain malfunctions, and that beyond the warranty period the Customer may have to bear the cost of corrective work on the application or site delivered.
Article 14: Obligations of the Service Provider
The Service Provider undertakes to take all necessary care and diligence to provide a quality service in accordance with the practices of the profession and the state of the art. The Service Provider is only responsible for an obligation of means, which must in no case be assimilated to an obligation of result.
In particular, and by way of non-exhaustive example, the Service Provider may not be held liable in the following cases:
• Fault, negligence, omission, misuse or lack of maintenance on the part of the customer, failure to follow the advice given.
• Integration of scripts, APIs or third-party software necessary for the operation of the delivered service: the Service Provider cannot guarantee the proper operation of the delivered service insofar as its execution will also depend on the successful execution of a third-party solution.
• Hosting, modification or manipulation of the delivered service by a third-party service provider. In the event that another Service Provider is involved in the manipulation of the delivered service, the Service Provider is
automatically disclaims all liability for work delivered, unavailability of pages, display failure, partial or total deterioration of page content.
• Non-reporting by the customer of a circumstance leading to a malfunction that could have been avoided in advance.
• Malfunction or slowdown of networks or the Internet as a whole.
• Malfunction or slowdown of the service delivered due to maintenance by the Service Provider or due to overuse of the resources made available.
Browser compatibility: the work delivered by the Service Provider exclusively covers compatibility for desktop browser versions that have been launched within the 2 years preceding the contractual date and covers the following browsers: Chrome, FireFox, Internet Explorer, Safari
However, the super-administrator dashboard is only guaranteed to be compatible with the Chrome browser. Any additional compatibility requested by the customer must be ordered and specified in the Proposal.
Article 15: Confidentiality and intellectual property
The Provider and the Customer reciprocally undertake to keep strictly confidential all information brought to their knowledge within the framework of the provision of services and this for a period of 5 years from delivery. Insofar as the delivery of any IT or graphics services does not result in the transfer of ownership of intellectual property rights to the Customer, the Service Provider remains the owner of all intellectual property rights on studies, drawings, models, trademarks, prototypes, software developed even at the Customer’s request, with a view to supplying products and services to the Customer. Only a right of use is given to him in accordance with the general conditions written on the licenses attached to the software. Consequently, the Customer is prohibited from reproducing or exploiting said elements without the express, written and prior authorization of the Service Provider, who may, where applicable, make such authorization conditional upon payment of a fee.
Article 16: Liability
In the event of force majeure, the Service Provider shall not be held liable to the Customer for the failure of the Service Provider to comply with its obligations.
performance or delays in the performance of a contractual obligation. The Service Provider is in no way responsible for the content of the Customer’s computer, the files stored on it or the management of the Customer’s software licenses. Thus, the Service Provider cannot be held responsible for the presence of unofficial or “pirate” software on the Customer’s computer, nor for the loss of data on workstations or servers. The Customer remains responsible for the content of its installations and information system, and must make a backup of its data before entrusting the Service Provider with any operation likely to damage the data.
files. The intervention of the Provider is a computer maintenance intervention and does not entail a transfer of responsibility. As such, the Service Provider declines all responsibility in the event of Internet service interruption or data loss caused by an Internet service provider having no direct link with it.
Article 17: Data Protection Act
In accordance with the PDPA (Thailand Personal Data Protection Act), each Customer has the right to access, rectify and delete data concerning him or her. Acceptance of the Terms by the Customer implies agreement to his data being communicated to partner companies. Consequently, the Customer may be led́ to receive commercial proposals from these companies. Each Customer may request that his/her details no longer be communicated to these third parties by sending a request to this effect to the Service Provider, indicating all his/her contact details for this purpose.
Article 18: Disputes
All disputes arising from this contract, concerning its validity, interpretation, performance, termination, consequences and consequences thereof, shall be submitted to the competent courts under the conditions of ordinary law.
Article 19: Language of the contract – Applicable law
By express agreement between the parties, this contract is governed by and subject to Thai law.
Article 20: Responsibility for content on your site
The service provider undertakes to use search engine optimization techniques; however, it does not guarantee the result of the positioning of the website pages according to the keywords. As the service provider has no control over search engine algorithms, it is only bound by a best-efforts obligation.
Prior to any SEO work, the service provider performs a free analysis of the site’s SEO. customer’s website. This preliminary audit phase leads to personalized recommendations, thanks in part to specific tools developed by the service provider, either in-house or externally.
20.2 – Requirements Specifications
The customer undertakes to promptly provide requirements specifications with all the elements required for the project to run smoothly (text, meetings, documents, photos, etc.). The project will only start once we have received these specifications. In the event of modifications involving substantial reworking of the initial specifications, these will be invoiced in addition to the initial quote.
20.3 – Cooperation between the parties
Each party undertakes to cooperate actively to ensure the proper performance of the contract. Each party undertakes to communicate any difficulties of which it may become aware, as they arise, to enable the other party to take the necessary measures. The Service Provider has informed the customer that the proper succession of
services was based on this active collaboration. Should the need arise, the Customer may appoint a project manager or set up a monitoring committee to follow the progress and completion of the project. The parties are bound by an obligation of good faith.
The service provider and the purchaser undertake to keep confidential all information and documents concerning the other party, of any nature whatsoever, whether financial, technical, social or commercial, to which they may have had access during the performance of the service.
The foregoing provision shall not prevent the Service Provider from including in its advertising or commercial documents or offers all orders placed, with the option of
mention the purchaser’s company name, the purpose of the order and its amount. This possibility does not confer on The Provider any right whatsoever over the purchaser’s trademarks other than those mentioned above.
In accordance with the Thailand’s Personal Data Protection Act (PDPA), you have the right to access and rectify information concerning you. You can exercise this right by contacting email@example.com or by calling or writing to the Provider.
20.5 – Delivery
Delivery and document availability times are given for information only and in no way constitute a commitment on the part of the service provider. Notwithstanding this reservation, the service provider will do everything in its power to meet any deadlines it may indicate.
20.6 – Receipts
Once the tests have been completed, the site will go online and the parties will check that it conforms to the Requirement Specifications.
20.7 – Intellectual property and commercial notices
The corporate customer acknowledges and assumes full and complete responsibility for the choices made in terms of textual and iconographic content appearing in the entire production, the subject of the present order, and acknowledges having taken cognizance of intellectual property laws and the penalties that may be incurred for violating them.
Unless explicitly stated otherwise by the customer, the service provider reserves the right to include a commercial statement in the production clearly indicating its contribution, in the form of a statement such as: “Website by outsourcify.net”.
20.8 – Production ownership
All elements supplied by the customer remain his property, even after being modified by the service provider.
All programming and/or computer creations that are made available to the Customer as part of services from the Provider and thus become his property when the total amount due for the services is paid. The Customer may copy or authorize the copying of the programming. The provision of computer programming and/or creation by the Provider to the Customer does result in the transfer of a property right but not of an intellectual right as the code programmed could be reused by the Supplier in parts (frameworks, libraries or any custom code written for the project).
The name of the service provider with the link to the outsourcify.net website must be maintained on the homepage of the site, unless the site has been completely redesigned by another company or the customer has made a justified request.
All elements making up the skeleton of the site (photos, images, logos, model elements, etc.) as well as technological elements (software creations, administration back-office, services offered, etc.) are protected by copyright. Any reproduction of all or part of the site’s content is prohibited, regardless of form (reproduction, nesting, distribution, etc.).
Direct links to downloadable files (in any format) on the provider’s website are also prohibited. If you wish to establish a link to the provider’s site, please contact the provider before setting up the link to our site or its content.
In particular, the Customer is granted the rights of representation, reproduction and exploitation of the graphic, visual or sound elements created by the Service Provider. This transfer is limited to the use of the said on the Internet within the framework of the site created by the provider as well as to the use of screen copies of the site with a view to publication in newspapers or magazines of the written press, but in no way concerns their reproduction on any other medium.
20.9 – Warranties and liabilities
• The service provider is only bound by an obligation of means. Consequently, it undertakes to use all reasonable means, given the current state of its operating methods and the price paid by the customer, to achieve a result that is as reliable as possible. The service provider will take all necessary precautions for the storage and handling of documents and catalogs suitable for distribution. It cannot be held responsible for any loss, damage or destruction, whatever the cause. The service provider shall not be held liable in any way whatsoever for fines, penalties or refusal to operate on site, irrespective of the third parties involved.
• The Customer shall assume all risks relating to the operating mode in the event of non-compliance with company policy. The Customer undertakes to provide the Service Provider with all the information necessary for the smooth running of the assignments to be carried out, and to inform the Service Provider of any event likely to interrupt distribution operations within a maximum period of 7 days from the date of the order by registered letter with acknowledgement of receipt.
• As a seller of IT services, the Service Provider is bound by an obligation to provide advice. This gives the Service Provider the right to refuse or interrupt the service if the Customer no longer complies with the advice given by the Service Provider and expressed by registered letter. This obligation to provide advice cannot be equated with an obligation to achieve results, given the diversity of potential customers and their respective computer knowledge. This obligation will be considered fulfilled once the Customer has expressly accepted the quotation.
• The Customer undertakes to provide all information necessary for the execution of the contract (access codes to the FTP server, database server, site administration panel, etc.) as well as any modifications made to his site (content, change of host or server, etc.) within 10 days. The Customer undertakes not to carry out any referencing procedures (manual or automatic) and not to make any changes to the site. internal or external approach aimed at obtaining a referencing service during the period of the service.
• The customer has been informed that referencing depends on numerous parameters that the service provider cannot totally control. The service provider is bound by an obligation of means.
20.10 – Advertising rights
Unless explicitly stated otherwise by the customer in a letter with acknowledgement of receipt, the service provider reserves the right to mention its work for the customer company as a reference in its commercial prospecting, external communication and advertising activities. The client company, represented by the signatory of this order, authorizes the service provider to use the production for purely demonstrative purposes. This authorization extends in particular to the public presentation of the work in photos or videos, and to the public presentation of the textual or iconographic content of the work.
20.11 – Warranties and liabilities
The service provider is only bound by an obligation of means. Consequently, the service provider undertakes to comply strictly with the technical and editorial criteria imposed by the search tools and to follow its natural referencing methodology.
The service provider undertakes to communicate the progress of results as well as their overall reports to each of its customers.
The service provider undertakes to work in complete transparency with its customers, and to communicate all available figures.
This obligation to provide advice should not be equated with an obligation to achieve results, given the diversity of potential customers and their respective IT knowledge. This obligation shall be deemed to have been fulfilled once the Customer has expressly accepted the quotation and/or order form.
20.13 – Customer obligations
In addition to the obligation to cooperate defined in article 2.4, the Customer undertakes to pay the agreed sums on the due date.
The Customer undertakes not to contact other referrers unless the Service Provider defaults.
The Customer further undertakes to maintain the agreed SEO budget, to keep the content of its site in line with current legislation and other regulations, and to communicate the results (appointments, etc.).
20.14 – Cooperation between the parties
Each party undertakes to cooperate actively to ensure the proper performance of the contract. Each party undertakes to communicate any difficulties of which it may become aware, as they arise, to enable the other party to take the necessary measures. The Provider has informed the Customer that the proper succession of the services was based on this active collaboration. Should the need arise, the Customer may appoint a project manager or set up a monitoring committee to follow the progress and completion of the project. The parties are bound by an obligation of good faith.
20.15 – Respect for competition
The service provider makes a firm commitment not to harm the competition under any pretext, nor to denigrate or use a competitor’s brand.
Consequently, the service provider reserves the right to refuse to carry out a request, made by the customer, of a nature to harm a competitor, with the aim of improving its referencing, and without this refusal being able to engage its responsibility on any grounds whatsoever.
20.16 – Ban on spamdexing
The service provider undertakes to combat spamdexing (see below) or “black hat” techniques prohibited by search engines, and not to conceal any content from the search engine that could lead to exemplary sanctions and condemn the referencing service.