General terms of sale

Provider and scope

These general terms of sale apply to the services provided by Pascal Degut, sole trader (entrepreneur individuel) trading as Pascal Degut EI, hereinafter “the Provider”.

• Registered office: Lyon, France
• SIRET number: 817 672 272 00025
• Registration: 817 672 272 R.C.S. Lyon
• Contact: contact[at]pascaldegut.com

The Client is the natural or legal person who orders a service from the Provider, whether acting in a professional capacity or as a consumer. The rules specific to consumer clients are set out in the Consumer clients section.

These terms cover all the services presented on pascaldegut.com: product management (scoping, PM-as-a-Service), web apps, e-commerce (Shopify stores, Meta Ads, Klaviyo email marketing) and websites. They supplement the quote; where the two conflict, the signed quote prevails. The Client's own general terms of purchase apply only if the Provider has accepted them in writing.

Prices shown on the site are starting prices, given for information. Only the signed quote binds the parties.

Quote and order

After the discovery call, the Provider sends the Client a costed proposal within 48 hours. For a web app, the firm price of the build is set at the end of scoping, in a separate quote.

The quote sets out:

• the service, the deliverables and what is not included;
• the price, whether fixed, per day or per month;
• the payment schedule;
• the timeline and, for a fixed-price engagement, how it is split into cycles or stages;
• for monthly support, the monthly price and the minimum commitment period;
• how long the quote remains valid.

The order is formed when the Client signs the quote, by hand or electronically. Signing the quote constitutes acceptance of these terms, to which the quote refers and which are available on pascaldegut.com.

During an engagement run in cycles, the Client may change priorities from one cycle to the next, within the scope and price of the quote. Any request that changes the scope, price or timeline is covered by an amendment or an additional quote, signed before the work is carried out.

Prices

Prices are stated in euros, excl. VAT. No VAT charged: VAT exemption scheme for small businesses (franchise en base de TVA), art. 293 B of the French General Tax Code. The amount excl. VAT shown on the quote is therefore the amount payable.

A fixed price covers the scope written in the quote. If delivering that scope takes longer than planned, the extra time is not charged.

The day rate is €650 excl. VAT. A day on site in Lyon is charged at €800 excl. VAT. These rates apply to services charged by time spent: consulting or audit days, changes requested after delivery, and work not covered by a fixed price.

Most engagements are carried out remotely. On-site work is possible in Lyon and the surrounding region. Elsewhere, it is considered case by case and carries a travel surcharge, shown in the quote before any travel.

Unless the quote says otherwise, subscriptions and licences for third-party services (Shopify, Klaviyo, themes, apps, hosting, domain name) and advertising budgets, paid directly to Meta, are taken out in the Client's name and paid by the Client. They are not included in the price of the service.

The Provider may change his prices at any time. A new price does not apply to a quote already signed. For monthly support, it can only apply after the minimum commitment period and must be announced in writing at least one month in advance; the Client may then end the support under the terms of the Monthly support section.

Payment

The price is paid according to the schedule set out in the quote: a deposit on order where the quote provides for one, instalments tied to cycles or stages, then the balance on delivery. Monthly support is invoiced each month.

For a fixed-price project above €2,000 excl. VAT, the Client may ask to pay in two instalments. Both instalments are then set out in the quote.

Payments are made by bank transfer, to the account details shown on the invoice. An invoice is payable by the due date it states or, failing that, within thirty days of performance of the invoiced service. No discount is given for early payment.

If the Client is a business, any late payment automatically gives rise, from the day after the due date and without any reminder being needed, to:

• late payment penalties calculated at the rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points;
• a fixed indemnity for recovery costs of €40, under Articles L441-10 and D441-5 of the French Commercial Code. If the recovery costs actually incurred are higher, the Provider may claim additional compensation on presentation of supporting evidence.

If the Client is a consumer, an unpaid sum bears interest at the statutory rate from the date of a formal notice.

In the event of late payment, the Provider may suspend the engagement after a written reminder has gone unanswered; the timeline is then extended by the length of the suspension. He may also decline a new order while a previous invoice remains unpaid.

Timelines

The timeline is set out in the quote and the Provider undertakes to meet it. As soon as a delay becomes foreseeable, he informs the Client in writing, gives the reason and proposes a new date.

The timeline assumes that the Client provides the content, information, access and approvals set out in the quote on time. A delay by the Client on any of these pushes the timeline back by the same amount.

If the timeline is not met for a reason attributable to the Provider, the Client may stop the engagement at the end of the current cycle or stage, without penalty, under the terms of the Stopping an engagement section.

How an engagement runs

The Provider carries out the services himself. He does not entrust all or part of an engagement to a third party without the Client's written agreement. He uses software tools, including artificial intelligence assistants; he reviews every deliverable and tests the code before handing them over.

When the engagement is split into cycles, each cycle ends with a demo or a version of the work that the Client can view. The Client's feedback is built into the following cycles, within the scope of the quote.

The Client appoints a contact person, provides accurate content and information, and gives the Provider the access needed to the Client's accounts (hosting, code repository, store, ad account, email marketing tool). These accounts remain in the Client's name, and the Client may withdraw access at any time; the Provider can then no longer work on the account concerned.

The Client warrants that they hold the rights to the content they provide (text, images, logos, trade marks) and that it is lawful. The Client remains responsible for their business and the obligations attached to it, in particular the terms of sale and legal notice of their own website or store.

On delivery, the Provider hands over the deliverables set out in the quote: depending on the service, the code in the Client's repository, the source files, the access, the documentation and a recorded walkthrough.

The Client checks that the deliverables match the quote and reports any discrepancies in writing. The Provider corrects anything that does not match the quote at no extra cost. Unless written reservations are made within fifteen days of delivery, the deliverables are deemed accepted.

No maintenance contract is imposed on the Client. A change requested after delivery, or a request outside the scope of the quote, is charged at the day rate or covered by a new quote.

Stopping an engagement

The quote for a fixed-price engagement splits it into cycles or stages. At the end of each cycle or stage, the Client may stop the engagement by simple written notice (an email is enough), without any penalty or compensation.

A request to stop received during a cycle or stage takes effect at the end of that cycle or stage, unless the parties agree to stop immediately.

The Client then pays for the work done up to the date the engagement stops: the price of the completed cycles or stages, as set out in the quote, and, if the engagement stops immediately, the time spent on the current cycle or stage, at the day rate, up to its price in the quote. Any sums already paid above that amount are refunded within fourteen days.

The Client keeps the deliverables of the cycles and stages paid for, with the rights described in the Intellectual property section.

The Provider may end the engagement if the Client commits a serious breach, in particular non-payment or a lack of cooperation that prevents the engagement from progressing, after a written formal notice has remained without effect for fifteen days. The work done up to that date remains payable.

Monthly support

Support invoiced monthly (Meta Ads management, Klaviyo email marketing, PM-as-a-Service) starts on the date set out in the quote and carries a minimum commitment of 3 months. During that period, the monthly fees remain payable until its end, unless the Provider commits a serious breach.

Once the minimum period is over, the support continues month by month. Either party may end it at any time in writing, with one month's notice. Notice may be given during the minimum period: the support then stops at the end of that period at the earliest.

For PM-as-a-Service, the monthly volume may be adjusted from one month to the next, by mutual agreement, before the start of the month concerned. The price for the month follows the volume agreed.

The initial setup that precedes Meta Ads or Klaviyo support is a fixed-price service, subject to the rules in the previous sections.

Intellectual property

Deliverables created for the Client

Specific deliverables are the items the Provider creates for the Client during the engagement: code, mock-ups, specifications, documents, content and configurations. Upon full payment of the corresponding price, the Provider assigns to the Client, on an exclusive basis, his economic copyright in these deliverables:

• the right of reproduction, on any medium;
• the right of communication to the public, by any means of distribution, in particular online;
• the right of adaptation: to modify, correct, translate and develop the deliverables, or to combine them with other elements.

This assignment applies to any use, including commercial use, worldwide and for the full term of copyright protection. The Client may in turn assign or license these rights, and have the deliverables taken over or modified by any provider of their choice. The price of the assignment is included in the price of the service.

When the engagement is split into cycles or stages, the assignment covers the deliverables of each cycle or stage as soon as it is paid for. Before that payment, the Client may use the deliverables already handed over, including the code in their repository, for the purposes of the engagement.

The Provider warrants to the Client that, to the best of his knowledge, the specific deliverables do not reproduce protected material belonging to third parties, excluding content provided by the Client and the third-party components described below. He retains his moral rights as author and does not object to changes the Client has made to the deliverables in order to use or develop them.

The Provider's tools and know-how

The Provider retains his rights in his tools, methods and know-how, and in the pre-existing or generic elements he reuses from one project to another: code components, document templates, layouts, scripts.

Where such elements are included in the deliverables, he grants the Client a non-exclusive, worldwide and permanent right of use (for the full term of the rights), at no extra cost. This right covers reproducing, modifying and maintaining these elements, by the Client or by a third party of their choice, to the extent needed to use and develop the deliverables. It passes with the deliverables when the Client assigns them.

Third-party components

Third-party components included in the deliverables (open-source libraries, themes, apps, fonts, licensed images) remain subject to their own licence, which the Client undertakes to respect. The Provider does not assign rights he does not hold. He tells the Client about any component with a paid licence before using it.

References

Unless the Client objects in writing, the Provider may list the project among his references (Client's name, description of the engagement, screenshots) on his website and in his presentations, without disclosing any confidential information. For an engagement carried out as a subcontractor and delivered under another firm's brand (white label), he only mentions the project with the Client's written agreement.

Confidentiality

The Provider keeps confidential the information he learns before, during and after the engagement: the Client's data, documents, figures and projects. He uses it only for the purposes of the engagement and does not disclose it, unless required by law. This obligation continues after the end of the engagement.

To carry out the engagement, this information may be processed by the online tools the Provider uses (project management, document storage, artificial intelligence assistants), in compliance with this confidentiality obligation.

Liability

The Provider undertakes to deliver the deliverables described in the quote, within the agreed timeline. Commercial results (sales, conversion rates, advertising performance, search engine rankings, revenue) also depend on factors outside his control: the Client's offer and prices, advertising budget, competition, platform rules. For these results, the Provider has an obligation of means (best efforts) and does not guarantee any level.

Where the quote provides for tracking indicators, for example the add-to-basket rate, the checkout abandonment rate and the average order value, the Provider undertakes to measure them before and after his work and to report on them to the Client.

The Provider is not liable for the operation of third-party services used for the engagement (Shopify, Meta, Klaviyo, hosting providers, domain name registrars, payment providers), for their outages or changes to their rules or prices, or for the suspension of an account by one of them, unless it results from a fault on the Provider's part.

Towards a business client, the Provider's liability is limited to direct and proven damage. Indirect damage, such as loss of revenue, customers or reputation, is not compensated. The total amount of compensation is capped at the sums excl. VAT paid by the Client under the quote concerned. These limits do not apply in the event of gross negligence or wilful misconduct, or to personal injury.

Towards a consumer client, the Provider's liability is governed by ordinary law, without any contractual limitation.

Neither party is liable for a delay or failure caused by force majeure within the meaning of Article 1218 of the French Civil Code. Performance of the obligation concerned is suspended for as long as the impediment lasts.

Personal data

The personal data the Provider collects on his website and in his exchanges with the Client (enquiries, quotes, invoicing) is processed as described in the privacy notice.

During the engagement, the Provider may have access to personal data for which the Client is the controller: a store's customers, subscribers to an email list, users of an application. He then acts as a processor within the meaning of Article 28 of the General Data Protection Regulation (GDPR): he processes this data only on the Client's instructions and for the purposes of the engagement, keeps it confidential and secure, and keeps no copy of it at the end of the engagement. Where needed, the parties set out these terms in a written agreement attached to the quote.

The Client remains responsible for the lawfulness of the data they collect and of the mailings they have sent, in particular for the consent of the recipients of their marketing emails.

Consumer clients

This section applies when the Client is a consumer, meaning a natural person acting for purposes outside their trade, business or profession.

Right of withdrawal

When the contract is concluded at a distance, for example by signing the quote electronically, or off-premises, the consumer client has fourteen days from signing the quote to withdraw, without giving any reason or paying any penalty (Articles L221-18 et seq. of the French Consumer Code).

To withdraw, the consumer sends the Provider, before that period ends, an unequivocal statement by email to contact[at]pascaldegut.com, or the form below. The Provider refunds the sums paid no later than fourteen days after receiving the withdrawal, using the same means of payment.

If the consumer client expressly asks for the service to start before the withdrawal period ends, they may still withdraw, but they pay for the work done up to the time they communicate their withdrawal, in proportion to the total price. If the service has been fully performed before the period ends, at their express request and after they have acknowledged that they lose their right of withdrawal, they can no longer withdraw (Article L221-28 of the French Consumer Code).

Withdrawal form

To be completed and returned only if the Client wishes to withdraw from the contract.

Consumer mediation

In the event of a dispute, the consumer client first sends a written complaint to the Provider. If this does not resolve the matter, they may refer it free of charge to a consumer mediator, under the conditions set out in Articles L611-1 et seq. of the French Consumer Code.

Complaints, governing law and disputes

Any complaint is sent in writing to contact[at]pascaldegut.com. The parties seek an amicable solution before taking any legal action. If no solution is found within fifteen days of the complaint, a business client may propose conventional mediation, and a consumer client may refer the matter to the consumer mediator.

These terms and the contracts they govern are subject to French law.

If the Client is a business, in the event of a dispute, and failing an amicable settlement, jurisdiction lies with the competent courts of Lyon. If the Client is a consumer, they may bring proceedings, at their choice, before any of the courts with territorial jurisdiction under the French Code of Civil Procedure or before the court for the place where they lived when the contract was concluded or when the harmful event occurred.

General provisions

The applicable terms are those in force on the date the quote is signed. The Provider may change them; a new version applies only to quotes signed after it is published.

The Provider keeps signed quotes and invoices for ten years. Signed quotes, invoices and emails exchanged between the parties serve as evidence of their exchanges and commitments. The Client may obtain a copy of these documents on request to contact[at]pascaldegut.com.

If any clause of these terms is held to be void, it is deemed not written and the other clauses remain in force.

A party's failure to rely on a breach by the other does not amount to a waiver of the right to rely on it later.