General terms and conditions of sale

Preamble

Signing a quote (sent by email) constitutes unreserved acceptance of these general terms and conditions of sale, the purpose of which is to govern the contracts entered into between Ouiflow and its Clients.

Article 1: Definitions

“Ouiflow” means the SASU Ouiflow, whose registered office is located at 51 Boulevard de Strasbourg, 59000 LILLE - RCS Lille Métropole B 913 730 388.
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“Client” means any legal entity or natural person who signs a quote issued by Ouiflow.

Article 2: Purpose

The purpose of this contract is to define the general terms and conditions of sale and the terms under which Ouiflow provides services to its Clients. They consist of 15 articles. The main features of the services offered by Ouiflow are detailed on the website available at www.ouiflow.io, which the Client acknowledges having read. Quotes serve as purchase orders, in paper or electronic format. They form an integral part of this contract.

Article 3: Validity period of Ouiflow offers

Ouiflow offers (quotes, commercial proposals) are valid for a period of 30 days from their date of issue, unless otherwise stated. After this period, Ouiflow reserves the right to change prices, timelines, or conditions.

Article 4: Conditions of use of Ouiflow services

Regarding all work

Transfer of ownership: once the Client has paid for the service in full, Ouiflow undertakes to assign to the Client all of its intellectual property rights in the work performed on the Client's behalf (graphic design, source code, and databases).

References

The Client authorizes Ouiflow to cite, as a reference, on its own communication materials (website, brochures, etc.) the elements (name, logo, etc.) that identify the Client. In the case of the creation or redesign of a website, the Client authorizes Ouiflow to include the Ouiflow logo at the bottom of its website (also called the “footer”) as a clickable link.

Provisional schedule

Where Ouiflow provides the Client with a work schedule, this schedule is provisional and assumes in particular that the Client responds to all of the agency's emails within less than 2 business days.
Furthermore, any delay in the delivery of content compared with the schedule initially set orally or in writing will affect the overall duration of the project.
The Client may not claim a delivery delay if the content has not been delivered in full within the initially planned timeframe.

Regarding website creation

Domain names

Ouiflow does not verify the lawfulness of the domain names entrusted to it, and the Client certifies that it owns the rights (trademark, etc.) required to purchase and manage the domain name(s).
The Client owns the domain name reserved on its behalf, Ouiflow acting solely as a technical intermediary with the domain name registries.
The Client acknowledges that it registers and uses the domain name in compliance with applicable law and the legal rights of third parties. Ouiflow cannot be held liable for the unavailability of an ordered domain name.

Specifications

In order to carry out projects successfully, the Client must send Ouiflow precise and exhaustive technical specifications. On this basis, Ouiflow will draw up a quote, which will become the reference document for managing the project. Any elements mentioned in the statement of needs, the specifications, or orally that are not explicitly stated in the quote are not included in the scope of the project. In the absence of details in the quote, Ouiflow will make technical and functional choices based on its experience, and these choices may not be contested by the Client.

Design mockups

Whenever necessary, Ouiflow will submit to the Client “mockups” illustrating the visual appearance of the deliverables, within the scope defined in the quote. The Client may request as many iterations as necessary until a design that suits it is obtained, with no strict limit on the number of iterations, unless otherwise stated in the quote, and within the scope initially defined. Any change request that exceeds this scope will be subject to an additional quote, submitted for the Client's acceptance. If the additional quote is refused, work will continue on the basis of the version previously approved by the Client.
The parties undertake to act in good faith and to collaborate proactively by transparently sharing the information required for the successful completion of the project. However, if, after more than 10 rounds of revisions, the Client acts in bad faith or deliberately obstructs the process, Ouiflow reserves the right to cancel the project or to continue the work on the basis of the mockup versions already presented, at the Client's choice.

Approval and contract amendment

If, for any reason, during the performance of the contract, the Client approves work carried out by Ouiflow (by phone or email) and later reverses its decision, such a request or objection will lead Ouiflow to draw up an additional quote for the additional work involved, submitted for the Client's acceptance. If the additional quote is refused, work will continue on the basis of the Client's first approval. If, for any reason, during the performance of the contract, the Client makes a new request that does not comply with the specifications or an objection that calls into question work already carried out, such a request or objection will lead Ouiflow to draw up an additional quote, submitted for the Client's acceptance. If the additional quote is refused, work will continue on the basis of the initially planned scope.

Browser and mobile device compatibility

Websites developed by Ouiflow work properly on the latest versions of the Chrome, Safari, Edge, and Firefox browsers (current version on the date the contract is signed), although rendering differences will necessarily remain. Ouiflow cannot guarantee the compatibility of the developed site with all browsers and all mobile devices. In particular, Ouiflow does not guarantee the compatibility of the developed site with Internet Explorer (a browser its publisher Microsoft advises against, as it does not support new web standards).
Email campaigns created by Ouiflow work properly on desktop on the latest versions of Outlook and the Gmail website in Chrome (current version on the date the contract is signed), although rendering differences will necessarily remain, and on mobile on the latest versions of Apple Mail iOS (default app on iOS), Android Mail (default app on Android), and Gmail Android (current version on the date the contract is signed), although rendering differences will necessarily remain.

Visibility on search engines (Google, etc.)

Several weeks are needed between a site going live and that site appearing in search engine results. Ouiflow cannot guarantee any timeframe or any position in search engine rankings.

Malfunction warranty

Ouiflow will fix website bugs and malfunctions identified and reported by the Client within 1 month after the website goes live.
Changes reported after this deadline will be subject to an additional quote, submitted for the Client's acceptance.

Site updates

Ouiflow may work on the site after delivery under a Webflow support contract or on a time-spent billing basis. Any work on the site other than the malfunction repairs described above will be invoiced separately.

Hosting, email inboxes, etc.

Ouiflow does not itself offer hosting and related services (email inboxes, domain names, etc.). Ouiflow puts its Client in contact with a hosting provider and cannot be held liable for any problem related to the domain name, hosting, email inboxes, etc.

Backups

Ouiflow does not keep backups of the websites and other work carried out for its Clients. In the event of data loss, Ouiflow is under no obligation to restore any data that may be lost.

Malfunction warranty

Regarding print work

Printing

Ouiflow does not have its own printing capabilities. Print work may not be contested by the Client with Ouiflow once the print order has been sent (by email).

Article 5: Obligations and responsibilities of the Client

Data provided by the Client

The Client will provide all text content in electronic format (Word file, PowerPoint, or email via its dedicated Google Drive or Notion space). Audio or video media will be provided in a digital format that can be used directly online.
The data sent must be final versions. Any request to change site content already integrated into the site will be billed hourly at the rate of €95 excluding VAT per hour spent. The Client undertakes to collaborate actively with Ouiflow by providing it with the information required to carry out the work ordered.
If this commitment is not met, Ouiflow reserves the right, after 3 written reminders (by email) and 6 months from the signing of the quote, to terminate the service. Ouiflow may then claim payment of the full amount provided for in the signed quote.

Rights and legality

The Client warrants that its business is lawful and that the activities presented on the communication materials set up by Ouiflow comply with the law.
The Client warrants that it holds all rights to all elements provided to Ouiflow in connection with the project (trademarks, images, text content, concepts, contact lists for email campaigns, etc.)
The Client alone will bear editorial responsibility for its communication materials. The Client undertakes to release Ouiflow from any liability concerning the services or information, signs, images, graphics, sounds, or any other multimedia data that it makes available to users. In particular, the Client will be solely liable for any act of infringement, free-riding, or violation of intellectual property rights and, more broadly, for any direct or indirect material or bodily harm caused by the use of the services. The Client will assume any dispute that may arise between itself and any third party to this agreement. Should Ouiflow nevertheless be held liable by a judicial authority, the Client undertakes to indemnify Ouiflow for the harm resulting from a fault on its part.

Payment terms

The Client undertakes to pay all invoices within the agreed deadlines.

Article 6: Obligations and responsibilities of Ouiflow

Completion timeframes

Ouiflow undertakes to make every effort to carry out the services ordered by the Client, but assumes no obligation regarding timeframes, unless otherwise specifically agreed. Performance of the work by Ouiflow is subject in particular to the Client providing the information required to fulfill the order.

Documents provided

Security

Ouiflow cannot be held liable in the event of (i) intrusion into the Client's site (and its various pages and content) or the Client's site administration interface, (ii) access to the servers hosting the source files, to the databases, and more broadly to the Client's data, (iii) hacking of the Client's email inboxes, and (iv) a computer virus attack on the Client's website.

Limitation of liability

Ouiflow's liability may not exceed the amounts paid by the client under the contract, whatever the cause.
Access by the Client or one of its service providers to the source code developed by Ouiflow releases Ouiflow from any liability for any subsequent malfunctions.

Article 7: Data processing

Ouiflow and the Client undertake to keep confidential the information and documents concerning the other party, of whatever nature, whether financial, technical, social, or commercial, to which they may have had access in the course of performing the service. The preceding provision does not prevent Ouiflow from referring, in its advertising, commercial documents, or commercial offers, to all orders carried out, with the option of mentioning the Client's company name and the subject of the service. This option does not confer on Ouiflow any right to the Client's trademarks other than those mentioned above. If Ouiflow processes data on behalf of the Client, such processing will be carried out as the Client's processor. In this context, Ouiflow's liability may only be incurred in that capacity. Personal data provided by the Client (email address, phone number, etc.) may be used by Ouiflow for communication purposes (sending newsletters, commercial proposals, etc.). Personal data may be deleted at the Client's request by email sent to hello@ouiflow.io.

Article 8: Non-solicitation

Unless otherwise agreed in writing in advance, each party waives the right to directly or indirectly make offers of employment to, or hire in any capacity whatsoever, any employee of the other party who has worked on the service covered by the contract. This waiver is valid for a period of 3 years from the employee's involvement. In the event of a breach of Articles 7 and 8, the party at fault must pay a penalty of 30,000 euros.

Article 9: Effective date

This contract takes effect upon signature of the quote or upon receipt by Ouiflow of a positive reply by email, which will constitute acceptance of the quote and of these general terms and conditions.

Article 10: Financial terms

In consideration of the services provided, the Client undertakes to pay Ouiflow any amount stated in the signed quote in accordance with the terms specified in that document. The prices of these services are those stated in the electronic quote. They are exclusive of taxes and payable in euros (€). They are payable according to the payment schedule stated in the quote.
Any Ouiflow invoice is definitively accepted by the Client if it is not contested within 8 days of receipt by registered letter or by email setting out in detail the grounds for the dispute.
Pursuant to Article L 441-16 of the French Commercial Code, any failure to pay or late payment will result in the payment of late-payment penalty interest at the rate of 15% per year and the immediate suspension of Ouiflow's services until the Client settles the matter.

Article 11: Termination

Ouiflow reserves the right to terminate this contract automatically and without any compensation whatsoever, after written notice (by email), in the event of a breach of any of the clauses of the preceding terms.
If the contract is terminated at the Client's initiative, part of the fees will be due in proportion to the work performed, with a minimum of 40% of the total amount of the signed quote.

Article 12: Assignability of the contract

Ouiflow reserves the right to assign, transfer, or contribute to a third party, in any form whatsoever, the rights and obligations arising from this contract.

Article 13: Force majeure

Neither party will be held liable to the other for non-performance of, or delays in performing, an obligation under this contract that are caused by the other party following the occurrence of a case of force majeure as usually recognized by case law.

Article 14: Changes to the General Terms and Conditions of Sale

These General Terms and Conditions of Sale may be amended. Changes to the general terms and conditions take effect upon their publication on the website, and the client is then deemed to have read them. Should the client inform Ouiflow that it refuses the changes made, Ouiflow then reserves the right to terminate this contract within the meaning and under the conditions of Article 11.

Article 15: Applicable law and competent jurisdiction

Any dispute arising from or in connection with this contract will be resolved in accordance with the Arbitration Rules of Ouiflow's partner

Our general terms and conditions of sale