General terms of service

CEREBELLIS (hereinafter "Cerebellis") is a limited liability company (Société à responsabilité limitée) with share capital of €5,000, registered with the Limoges Trade and Companies Register under number 821 776 804, whose registered office is at Les Gallands, Solignac (87110), France.

Phone: +33 (0)5 87 07 05 70 – Email: contact@cerebellis.com – VAT: FR 55 821776804

Cerebellis specializes in computer programming, the design of applications, websites and software, and in IT project consulting and support. In the assignments its Clients entrust to it, Cerebellis works on the basis set out below.

The contractual documents, in decreasing order of priority, are as follows: these general terms of service; the Commercial Proposal (the contractual document describing the Service, drawn up by Cerebellis in collaboration with the Client and approved by the Client); emails.

Cerebellis undertakes to design and carry out, on behalf of the Client, the Service described in the Commercial Proposal, in accordance with the conditions set out therein.

Client cooperation: The Client is aware that its involvement and cooperation are necessary for the proper performance of the contract. The Client will provide all the elements Cerebellis needs to carry out the Service.

To facilitate project management, the Client will appoint a Project Manager within its organization, responsible for monitoring the Service and acting as Cerebellis' main point of contact. All exchanges between the Manager appointed by the Client and Cerebellis will take place primarily by email.

Approval of the Service: At the end of each stage provided for in the agreed schedule, the Client will be asked to approve the services performed up to that date. The Client and Cerebellis will decide by mutual agreement on any change of direction they consider necessary.

Service Provider's obligations: Cerebellis undertakes to perform the Service in accordance with the applicable rules as defined in the Commercial Proposal, the best practices of its profession and the legal and regulatory provisions in force.

Cerebellis undertakes to notify the Client without delay of any event of which it becomes aware that is likely to jeopardize the performance of the Service and/or the obligations incumbent upon it under these terms, including any event of Force Majeure.

Cerebellis is required to inform and advise the Client regarding the maintenance, optimization and improvement of the Service. Nevertheless, Cerebellis is not bound to provide any maintenance or user assistance services unless expressly stated in the Commercial Proposal.

Client's obligations: The Client undertakes to provide Cerebellis with the information and documents necessary for the proper performance of the Service, where applicable within a time frame compatible with the schedule defined by the Parties beforehand.

The Client shall refrain from dealing directly with Cerebellis' staff; Cerebellis remains in control of its organization, the supervision of its staff and its discipline.

The Client undertakes to provide Cerebellis, in the strictest confidence, with (i) the information needed to best understand the Client's products and markets and (ii) the financial, material, technical and human resources, as well as all the elements necessary to carry out the Service as defined in the Commercial Proposal.

Standard procedure: The Service will be deemed completed when a final version has been agreed between Cerebellis and the Client. Acceptance of the final version constitutes acknowledgment that the delivered Service works properly.

Acceptance procedure: For the purposes of the project, the Parties may decide, and specify in the Commercial Proposal, that the Service will be subject to an acceptance procedure.

In this case, the Client will have FIFTEEN (15) days after delivery to express reservations about the delivered Service. The Client's silence within this period constitutes acceptance and completion of the Service.

Needs not expressed by the Client when the Commercial Proposal was drawn up are excluded from the scope of Cerebellis' liability.

Cerebellis nevertheless has a duty to advise the Client. In this respect, it must inform the Client if it considers that new needs expressed cannot reasonably be met given the project's constraints, or that they are not consistent with the project.

Unless expressly stated otherwise, Cerebellis cannot be held liable for any indirect damage. Indirect damage means any financial or commercial loss, loss of revenue, profit, data, orders or customers, as well as any action brought against the Client by a third party, with the exception, however, of a third-party action requiring Cerebellis to implement the warranty against eviction.

Cerebellis is the author of the Service. As such, Cerebellis holds all the copyright in it, in accordance with the French Intellectual Property Code.

Unless expressly stated otherwise in the Commercial Proposal, Cerebellis retains all intellectual property rights in the Service. Cerebellis grants the Client the right to use and exploit the Service.

The Client undertakes to pay Cerebellis under the conditions set out in the Commercial Proposal. Cerebellis will perform the Service in return for the price, exclusive of taxes and of expenses and disbursements of any kind.

The actual price will be obtained by applying the VAT rate in force on the invoice date to the price exclusive of taxes.

Any substantial new Request, meaning a request to modify the Service as originally planned, will give rise to a new Commercial Proposal subject to the Client's express agreement.

Cerebellis, as service provider and processor, advises the Client as best it can in the course of the Service. The Client acknowledges, however, that it is the Controller and is responsible for compliance with the regulation.

Client reference: Unless the Client expressly objects within one month of acceptance of the Service, Cerebellis is authorized to mention the Client's name in its commercial promotion.

Subcontracting: Cerebellis reserves the right to subcontract all or part of the services entrusted to it, under its sole and entire responsibility. Any subcontractor must have a sufficient level of competence to perform the services and must be bound by the same confidentiality, non-competition and non-solicitation of staff commitments.