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General Terms and Conditions of Sale

These General Terms and Conditions of Sale are effective as of February 1, 2025.

ARTICLE 1 – The Parties

The term “Service Provider” refers to the company TribeUp, a simplified joint-stock company (SAS) with a share capital of €3,000, registered with the Lyon Trade and Companies Register under number RCS 941 730 509, having its registered office at 12 Rue de la Part-Dieu, 69003 Lyon, France.

The Service Provider is a company specialising, among other things, in the provision of services, consulting, and training in the IT field, as well as the design, development, and marketing of software and digital applications by any means.

The term “Client” refers to any natural or legal person who engages the Service Provider’s expertise. The term “Third Party” refers to any natural or legal person who is not a party to these General Terms and Conditions of Sale (hereinafter the “GTC”).

ARTICLE 2 – General Provisions

These GTC define the rights and obligations of the Parties in connection with the performance of services provided by the Service Provider to the Client.

The GTC apply to any contract entered into between the Service Provider and the Client for the provision of services (the “Services”) as defined in the quotation (the “Quote”) approved by the Client.

The Services may be provided remotely or on the Client’s premises, as mutually agreed between the Service Provider and the Client.

The GTC are systematically communicated or delivered to each Client prior to the placing of any order (the “Order”). Consequently, placing an Order implies full and unconditional acceptance by the Client of these GTC, to the exclusion of any other document such as brochures, catalogues, or advertising materials issued by the Service Provider, which are provided for informational purposes only and have no contractual value.

In the event of any conflict between the provisions of the Quote and these GTC, the provisions of the Quote shall prevail.

These GTC govern the entire contractual relationship between the Service Provider and the Client. The Client’s general terms and conditions of purchase, or any special conditions communicated by the Client, shall not prevail over the GTC unless expressly and formally accepted in writing by the Service Provider.

Any reservations or amendments to the GTC made by the Client shall be unenforceable against the Service Provider unless expressly accepted in writing, regardless of when they are brought to the Service Provider’s attention.

Any deviations from these GTC must result from an express agreement between the Parties, reflected in a confirmed Order or any other mutually accepted document.

The fact that the Service Provider does not invoke a clause of these GTC at any given time shall not be construed as a waiver of its right to invoke the same clause at a later date.

The Service Provider reserves the right to amend these GTC, its Services, and its pricing at any time and without prior notice. Such amendments shall not affect Orders already in progress. These GTC apply exclusively to professional Clients, to the exclusion of consumers. Accordingly, the Client acknowledges its status as a professional under the applicable provisions of the French Consumer Code.

ARTICLE 3 – Definitions

“Order(s)” means the order(s) for Services placed by an authorized representative of the Client based on the Service Provider’s Quote.

“Contract” refers to the agreement governing the performance of the Services, comprising these GTC, the Orders, and the Quote expressly referring to the GTC and duly signed by both Parties.

“Party” or “Parties” means individually or collectively the Service Provider and the Client. “Services” means the services provided by the Service Provider to the Client, as described in the Quote.

ARTICLE 4 – Conclusion of the contract

Unless otherwise agreed in the quotation, the Contract is deemed to have been formed and takes effect between the Parties on the date of receipt by the Service Provider of the Client’s Order, either by email or by post to the Service Provider’s address.

No change or modification of the Contract, in particular on the characteristics of the Services, will be taken into consideration if it has not been accepted in writing by the Service Provider.

This provision cannot be replaced by a verbal agreement. In the absence of specific provisions in the quote, the deadlines for the performance of the Services are communicated to the Client for information purposes only. The deadlines for the completion of the Services are in no way guaranteed by the Service Provider nor can it be held liable, nor can it lead to an obligation to pay any compensation or penalty for delay, nor justify the cancellation of the Order in question.

ARTICLE 5 – Obligation of the Parties

Generally, both Parties agree to cooperate actively to ensure the proper execution of the Contract. Each Party undertakes to communicate any difficulties encountered as the project progresses, so that the other Party may take the necessary measures.

The Client agrees to provide accurate and truthful information and to inform the Service Provider of any changes to the information, data, or documentation provided. The Client shall be solely responsible for any malfunction resulting from inaccurate information. The Client must maintain a valid email and postal address.

a) Client’s Obligations

The Client expressly acknowledges having received from the Service Provider all necessary information and advice for the proper performance of the Services and waives any claim against the Service Provider in this regard.

To enable the Service Provider to perform its duties, the Client agrees to:

Prior to any intervention by the Service Provider, the Client undertakes to perform all necessary data and system backups.

The Client shall be solely responsible for compliance with any applicable laws and regulations relating to the Services, including intellectual property rights, legal notices, data protection, protection of minors (where applicable), and consumer law (where applicable).

b) Service Provider’s Obligations

In performing the Services, the Service Provider undertakes to use all reasonable efforts and professional care in accordance with industry standards. This constitutes a best-efforts obligation, not an obligation of result.

ARTICLE 6 – Performance of the Services and Delivery of Deliverables 

The Client undertakes to provide the Service Provider with all necessary documents in a usable format for the performance of the contracted Services.

Any subsequent modifications or additional requests made by the Client shall be subject to additional billing.

Since the execution of the Services depends directly on the Client’s cooperation, the Parties expressly acknowledge that the delivery times indicated in the Quote are purely indicative and non-binding. Delays shall not give rise to any damages, penalties, or right to cancel the Contract or refuse delivery of the Services.

ARTICLE 7 – Pricing

The Service Provider’s pricing terms for the provision of Services are specified in the Quote.
Prices are provided for information purposes and are subject to change. The price invoiced is the one stated in the Order validated by the Service Provider.
Prices are expressed and payable in euros (€), exclusive of VAT or any other applicable tax, which shall be borne by the Client.
Service prices do not include any travel or accommodation expenses, which may be invoiced separately in accordance with the conditions set out in the Quote.

ARTICLE 8 – Payment Terms

Acceptance of the Quote and the corresponding Order must be accompanied by payment of a deposit as specified in the Quote.
Payment of the deposit is a condition precedent to the commencement of the Services. It may be made by cheque, bank transfer, or direct debit payable to the Service Provider.
The balance of the payment must be made within thirty (30) days of the invoice date and may be made by cheque, bank transfer, or direct debit payable to the Service Provider.
No discount shall be granted for early payment

ARTICLE 9 – Late Payment Penalties

In the event of late payment, any outstanding amount shall accrue late payment interest from the day following the due date indicated on the invoice until the date of full and effective payment.
The applicable interest rate shall be three times the legal interest rate in force.
These penalties are automatically due without the need for a reminder.
The Client shall also owe a fixed recovery fee of forty (40) euros in accordance with applicable law.
In the event of late payment, the Service Provider reserves the right to suspend performance of the Services affected by the delay.

ARTICLE 10 – Additional Costs

Any items not included in the Service Provider’s standard offerings are not covered by the indicated prices — such as travel expenses.
Modifications requested by the Client during performance that involve significant project adjustments will be subject to additional billing.

ARTICLE 11 – Termination

The Service Provider may terminate the Contract if the Client breaches any of its contractual obligations and fails to remedy such breach within fifteen (15) days of receiving written notice by registered letter with acknowledgment of receipt.

The Service Provider may also terminate the Contract in the event of non-payment of one or more invoices. If the Client terminates the Contract before completion, the Client shall pay all fees corresponding to work completed or in progress and any additional Services performed.
Source files and data created by the Service Provider shall remain its property unless additional compensation is agreed. The deposit already paid shall remain acquired by the Service Provider as compensation for work undertaken.

ARTICLE 12 – Intellectual Property

All software, data, documentation, processes, methodologies, technologies, and materials belonging to the Service Provider (the “Intellectual Property Rights”) remain the exclusive property of the Service Provider.

The Service Provider grants the Client a personal, non-exclusive, non-transferable right of use over such Intellectual Property Rights, solely to the extent necessary for performance of the Services and for their duration.

All works created by the Service Provider for the Client within the scope of the Contract remain the exclusive property of the Service Provider until all invoices have been fully paid.

Upon full payment, the Service Provider assigns to the Client all intellectual property rights over the works created specifically for the Client, for the duration of protection and worldwide.

The assignment includes, in particular, the following rights:

During the performance of the Services, the Client also grants the Service Provider a personal, non-exclusive, non-transferable, royalty-free right to use its software, data, and documents as necessary for performance.
The Client must ensure it has obtained from third parties, where required, the right to grant such use to the Service Provider.

Trademarks and trade names:
Any use by the Client of the Service Provider’s trade names, trademarks, or distinctive signs is strictly prohibited unless expressly authorized in writing.
If such authorization is granted, the Client receives a personal, non-exclusive, non-transferable right to use them worldwide for the duration of the Contract.
Conversely, the Service Provider is authorized to use the Client’s name or logo for marketing and reference purposes (website, portfolio, etc.).

The Service Provider also reserves the right to mention the projects carried out for the Client in its external communication documents, advertising (website, portfolio, etc.), and during commercial prospecting efforts.

Warranty against third-party claims:
The Service Provider warrants the Client against any third-party claim alleging infringement of intellectual property rights resulting from the Services, provided that the Client promptly notifies the Service Provider and cooperates in its defense.
If an infringement is established, the Service Provider may, at its option:

The Service Provider shall not be liable for infringement arising from (a) misuse of the Services, or (b) combination of the Services with non-supplied products or services. Regarding the software, data, or documents used by the Provider in the provision of the Services, for which the Client has acquired usage rights from third parties or owns, the Client indemnifies the Provider against all consequences or damages that the Provider may suffer as a result of the use of such software, data, or documents due to any claim from a person asserting an intellectual property right or based on unfair competition and/or parasitism claims on these software, data, or documents.

ARTICLE 13 – Warranties

The Service Provider warrants that the Services are substantially performed in accordance with the Order.
Except as required by law, all other express or implied warranties are excluded.
No warranty applies if the Client modifies the Services without the Service Provider’s written consent, or if third parties intervene on the deliverables without authorization.

ARTICLE 14 – Liability

The Service Provider’s liability is limited to direct damages resulting from a proven defect or breach of the Contract.

Under no circumstances shall the Service Provider be liable for indirect, incidental, or consequential damages as defined by French case law, including but not limited to, the cost of obtaining substitute services, loss of profits, data loss, or downtime, whether liability is based on contract or tort and whether or not it is related to the use or operation of the Services, even if the Service Provider has warned the Client of the possibility of such damages.

In the event of any failure by the Service Provider to fulfill its obligations (whether a failure to perform or improper performance), the Client must notify the Service Provider within eight (8) working days from the date of the failure by registered letter with acknowledgment of receipt. Otherwise, the failure will be unenforceable against the Service Provider.

If the Client has signed a receipt report for the Services and/or the draft of the creations or has validated the receipt of the Services and/or the draft, by any means, including the use of the Services and/or the draft, the Service Provider will be deemed to have fulfilled its obligations in accordance with the Contract. The Client will then be deemed to have irrevocably waived all claims in this regard.

Additionally, the Service Provider cannot be held liable for non-performance of the Contract in cases of force majeure as defined in Article 15, or for damages caused by a third party or attributable to misuse or non-compliant use of the Services by the Client, in violation of the Service Provider’s instructions or industry standards. Except for personal injury or death, and unless in cases of gross negligence or intentional wrongdoing causing proven direct damage, or failure to meet a fundamental obligation of the Contract that renders it void, the Client acknowledges that the Service Provider’s liability is limited to the amount paid for the Services in question.

ARTICLE 15 – Force Majeure

The Parties shall not be held liable or deemed to have failed in their contractual obligations if the failure to perform their respective obligations is due to force majeure as defined by French case law. The Contract between the Parties will be suspended until the causes of the force majeure event have been resolved. Force majeure refers to irresistible events or circumstances that are external to the parties, unforeseeable, and beyond their control, despite all reasonably possible efforts to prevent them. The Party affected by a force majeure event shall notify the other Party within five (5) working days from the date on which it becomes aware of the event. The Parties will then agree on the conditions under which the performance of the Contract will be resumed.

ARTICLE 16 – Undeclared Work

The Service Provider declares that it is duly registered with the RCS and URSSAF, and that such registrations cover all activities required for performance of the Services defined in the quote and/or Order.

In compliance with Articles L.8221-1 and following of the French Labour Code and in accordance with Article D 8222-5 of the same code, the Service Provider shall provide the Client, upon signature of the Contract and every six months thereafter, with:

ARTICLE 17 – Insurance

Each Party agrees to maintain in effect, throughout the duration of the Contract, with a reputable and financially sound insurance company, an insurance policy covering damages that may occur to its property and personnel, as well as a policy covering its professional liability. This insurance should cover the financial consequences of bodily injury, property damage, and immaterial damage for which it may be liable, resulting from any event caused by its employees and/or potential partner companies during the execution of the Contract.

ARTICLE 18 – Confidentiality

Each Party undertakes, on its own behalf and that of its employees and partners, to maintain the confidentiality of all Confidential Information exchanged.

Confidential Information includes all data, materials, or documents — technical, financial, or commercial — disclosed during performance of the Contract, regardless of form or medium.

Confidential Information does not include documents, data or other information that is:

Each Party agrees to:

ARTICLE 19 – Non-Sollicitation

Each Party agrees not to make, directly or indirectly, any employment offers to an employee of the other Party who has worked within the framework of the Services covered by this Contract, or to employ such an individual in any capacity, without the prior written consent of the other Party. This non-solicitation obligation is valid for a period of two (2) years from the termination of this Contract.

ARTICLE 20 – Personal Data

In accordance with French Data Protection Law (Loi Informatique et Libertés No. 78-17 of 6 January 1978) as amended, the Client acts as the data controller in connection with the Contract.
The Service Provider acts as the data processor on behalf of the Client and undertakes to ensure the security, protection, and confidentiality of all personal data received. Pursuant to the EU General Data Protection Regulation (GDPR), the Client retains the right to access, rectify, object to, and request portability of personal data, as outlined in the accompanying Privacy Policy, which forms an integral part of these GTC.

ARTICLE 21 – Amendments and Assignment

The Service Provider may assign or transfer its rights and obligations under this Contract, provided that the Client continues to receive the Services under equivalent conditions. The Service Provider may amend these GTC and notify the Client.
If the Client does not accept any substantial amendment, it must notify the Service Provider within fifteen (15) days of receipt. Failing such notification, the amendments shall be deemed accepted.
In case of disagreement, either Party may terminate the Contract.

ARTICLE 22 – Governing Law and Jurisdiction

This Contract is governed by French law, to the exclusion of the Vienna Convention on the International Sale of Goods (1980). In the event of a dispute, the Parties shall first seek an amicable resolution within thirty (30) days of written notice.
Failing agreement, disputes shall fall under the exclusive jurisdiction of the courts within the Paris Court of Appeal’s jurisdiction, unless the Service Provider chooses another competent court.

ARTICLE 23 – Right of Refusal

The Service Provider reserves the right to refuse any Order from a Client with a prior history of payment issues (non-payment or late payment).

ARTICLE 24 – Subcontracting 

The Service Provider may subcontract all or part of the performance of the Services to subcontractors, but remains fully responsible to the Client for their proper execution.

ARTICLE 25 – General Provisions

Prior Documents and Agreements:
The Contract supersedes all prior written or oral agreements concerning the same subject matter, except for the Quote and Order.

Severability:
If any provision of these GTC is found invalid, the remaining provisions shall remain in full force and effect.

Notices:
Any notice shall be made in writing and delivered by hand, registered letter with acknowledgment of receipt, or bailiff’s act to the address indicated in the Order.

Language:
The Contract is drafted in French. Any English translation is provided for convenience only; in case of conflict, the French version shall prevail.

ARTICLE 26 – Cancellation 

Cancellation and/or Postponement by the Client: The Client who wishes to modify or cancel the intervention date must notify TribeUp by email (direction@tribeupconsulting.com) at least eight (8) working days before the scheduled intervention date. If the cancellation or postponement occurs less than forty-eight (48) hours before the scheduled intervention date, a fixed cancellation fee equal to one hundred percent (100%) of the course price may be charged to the Client. If the cancellation or postponement occurs between forty-eight (48) hours and eight (8) working days before the scheduled intervention date, a fixed cancellation fee equal to fifty percent (50%) of the course price may be charged to the Client. If the Client is not present at a scheduled intervention without prior cancellation or postponement as specified above, a no-show fee equal to one hundred percent (100%) of the intervention price may be charged to the Client.

Postponement by TribeUp: An intervention may be postponed if the number of participants is insufficient. An intervention at the Client’s premises may also be postponed in the event of the trainer’s unavailability or the unavailability of the originally planned means of transport (strikes, bad weather, personal constraints, etc.). The Client will be notified as soon as possible upon knowledge of the event.