Terms of Sale.

These Terms apply to any Service provided by Cloudrise, to the exclusion of any other terms — in particular the Client's general purchasing terms — unless otherwise agreed in writing.

Acceptance of a Quote issued by Cloudrise entails unreserved adherence to these Terms. The Client acknowledges having read them prior to ordering and accepts that they govern the contractual relationship in full.

Any specific provision agreed in writing between the Parties prevails over these Terms for the relevant Service only.

Cloudrise — the publisher of cloudrise.ai, a service provider acting in a professional capacity.
Client — any individual or legal entity acting for professional purposes who has accepted a Quote issued by Cloudrise.
Quote — contractual document describing the Service, its Deliverables, schedule and price.
Service — all work performed by Cloudrise for the Client in execution of the Quote.
Deliverable — any item handed over by Cloudrise to the Client in execution of the Service: source code, design, documentation, environment access.
Acceptance — phase of validation of Deliverables by the Client.
Amendment — written modification of the Quote, after acceptance, signed by both Parties.
Parties — Cloudrise and the Client, jointly.

Cloudrise offers design, development and consulting services in the following areas: showcase websites, custom Web applications, e-commerce stores, AI-based integrations and automations, digital strategy consulting, technical maintenance and support.

Each Service is subject to a detailed Quote, valid for 30 days from issuance. The Quote specifies the functional scope, expected Deliverables, projected schedule and price.

Acceptance of the Quote is evidenced by signature, handwritten or electronic, and by payment of the deposit set out in Article 6. The Service starts once both have been received.

Any change-of-scope request after acceptance of the Quote is the subject of an Amendment. Cloudrise communicates the associated pricing and schedule impact. No change is executed without an Amendment signed by both Parties.

Successful execution of the Service relies on the Client's active cooperation. To that end, the Client undertakes to:

• Designate a single point of contact, authorized to validate Deliverables and represent the Client in exchanges with Cloudrise.
• Provide, within the agreed timeframes, all content, access, accounts and information needed to execute the Service.
• Warrant ownership of the rights on all content, trademarks, images, text and data transmitted to Cloudrise. The Client indemnifies Cloudrise against any third-party action based on such material and bears any judgment rendered on this basis.
• Respect validation deadlines at every step. Unless otherwise stated in the Quote, the Client has 5 business days to validate an intermediate delivery.

In case of persistent failure by the Client to meet these obligations, Cloudrise may, after written notice, suspend the Service without incurring any penalty. The schedule is then extended by an equivalent duration.

Cloudrise delivers Deliverables on the environment agreed in the Quote: staging, production, or archive transmitted to the Client.

From delivery, the Client has 10 business days to perform acceptance. Any reservation must be notified in writing, qualified as blocking (preventing the expected use of the Deliverable) or minor (not preventing go-live).

Failing notification of reservations within this period, Deliverables are deemed tacitly accepted. Production deployment of the Deliverable, or its use by the Client, also constitutes acceptance.

Blocking reservations are corrected by Cloudrise within a reasonable timeframe, at no additional cost. Minor reservations are addressed in due course after acceptance. Any new request raised during acceptance that exceeds the Quote's scope is the subject of an Amendment.

Prices are stated in the Quote, in euros, excluding taxes. Unless otherwise stated, external costs incurred on behalf of the Client (licenses, third-party services, asset purchases) are passed through at cost, against supporting documents.

Unless otherwise stated in the Quote, payment terms are as follows:

• 30 % deposit upon Quote signature, conditioning the start of the Service.
• Intermediate milestones based on the Service's duration and nature, as set out in the Quote.
• Balance upon delivery and after acceptance of the Deliverables.
• Payment terms: 30 days from the invoice issue date.

In accordance with Article L.441-10 of the French Commercial Code, any late payment automatically gives rise, without need for any reminder, to:

• Late-payment interest equal to three times the prevailing French statutory interest rate.
• A fixed indemnity for collection costs of €40 per unpaid invoice. Additional compensation may be claimed against documented evidence of actual costs incurred.

If non-payment persists after a formal notice that has remained without effect for 15 days, Cloudrise reserves the right to suspend the Service and, beyond 30 days, to terminate it for the Client's fault. Deliverables and assigned rights remain Cloudrise's property until full payment of the price.

Assignment of rights on bespoke developments. Subject to full payment of the price, Cloudrise assigns to the Client, on an exclusive basis, all economic copyright on the developments created specifically as part of the Service. This assignment covers, in accordance with Article L.131-3 of the French Intellectual Property Code, the rights of reproduction, representation, adaptation, translation and modification, worldwide, for the legal duration of copyright protection, and for all media of exploitation, known or unknown at the date of signature.

Cloudrise's tools, frameworks and know-how. The assignment does not extend to tools, libraries, methods, models, templates, know-how and generic elements pre-existing or developed by Cloudrise independently of the Service. On these elements, Cloudrise grants the Client a personal, non-exclusive and non-transferable license to use, strictly to the extent necessary to operate the Deliverables.

Third-party components. The Deliverables incorporate third-party components — open source libraries, fonts, icons, images, third-party services — subject to their own license terms. These components are not assigned; the Client accepts their terms by using the Deliverables. Cloudrise undertakes to use only components whose licenses are compatible with standard commercial use.

Reference rights. Cloudrise is authorized to publicly reference the work performed for the Client for commercial purposes (presentation on its website, in its portfolio, in its prospection or communication materials), in particular by reproducing the trade name, logo, screenshots and a description of the project. The Client may object by written notice, without having to justify the decision.

Functional warranty. Cloudrise warrants that the Deliverables conform to the Quote's specifications for a period of 3 months from acceptance. During this period, Cloudrise corrects, at no cost, any malfunction attributable to it.

The warranty excludes malfunctions resulting from: (i) modifications made to the Deliverables without Cloudrise's involvement, (ii) changes in third-party environments — browsers, operating systems, external services, software dependencies, (iii) use that is not in line with the documentation, (iv) hosting performed outside Cloudrise's scope, (v) erroneous content provided by the Client.

Liability. Cloudrise is bound by an obligation of means. Its liability may only be engaged in case of proven fault giving rise to a direct loss.

Cloudrise's total liability under the Service, all causes combined, is capped at the amount actually paid by the Client over the 12 months preceding the triggering event. Indirect losses are expressly excluded from any compensation, in particular: loss of revenue, loss of profit, loss of data, loss of clientele, harm to image or reputation.

Force majeure. Neither Party shall be held liable for failure to perform or delay in performance resulting from a case of force majeure, within the meaning of Article 1218 of the French Civil Code. The affected Party informs the other promptly. If the impediment exceeds 30 consecutive days, either Party may terminate the Service without compensation, by written notice.

Confidentiality. Each Party undertakes to preserve the confidentiality of any information received from the other in the context of the Service. This commitment applies for the duration of the Service and for 3 years thereafter. Excluded are information that: (i) is or becomes public without breach by the receiving Party, (ii) was lawfully known prior to communication, (iii) must be disclosed under a legal obligation or court decision.

Personal data — Article 28 GDPR processing. Where the Service leads Cloudrise to process personal data on behalf of the Client, Cloudrise acts as a processor within the meaning of Article 28 of Regulation (EU) 2016/679. The terms of this processing are set out in a specific agreement (DPA) annexed to the Quote or concluded separately, detailing in particular: nature and purposes of the processing, categories of data and data subjects, security measures, recourse to sub-processors, handling of data subject rights requests, breach notification and the fate of data at the end of the Service.

For processing carried out by Cloudrise on its own behalf — in particular via the contact form on cloudrise.ai — Cloudrise acts as a controller and applies its privacy policy published at cloudrise.ai/privacy-policy.

Termination for fault. In case of serious breach of obligations by a Party, the other Party may terminate the Service automatically, after a formal notice that has remained without effect for 15 days, by written notice with acknowledgment of receipt.

Termination at the Client's initiative. The Client may interrupt the Service at any time. The following amounts are then due: (i) full invoicing of the Services performed at the effective date of termination, and (ii) as a fixed indemnity, 30 % of the remaining work scoped in the Quote.

Effects of termination. Cloudrise delivers the Deliverables in their state of progress and returns the confidential materials in its possession. The amounts due are payable as set out in Article 6.

Sub-contracting. Cloudrise reserves the right to subcontract all or part of the Service, subject to imposing on subcontractors confidentiality and quality obligations at least equivalent to these. Cloudrise remains responsible to the Client for the proper execution of subcontracted work.

Tolerance, partial nullity. The fact that one Party does not invoke a breach of an obligation shall not be construed as a waiver to invoke it later. The possible nullity of a clause does not affect the validity of the other provisions, which remain in full force.

Governing law and jurisdiction. These Terms are governed by French law. Failing amicable resolution, any dispute relating to their interpretation or execution shall fall under the exclusive jurisdiction of the Bordeaux Commercial Court, including in case of multiple defendants or warranty claims.

These Terms are addressed to professional clients. If, exceptionally, they were to apply to a consumer within the meaning of the French Consumer Code, the mandatory provisions of that code would prevail and the consumer would be entitled to recourse to a consumer mediator.