General terms of service
1. Formation of the Contract
These Terms of Service, their Annexes and the Purchase Order that references them form the Contract between RDMC SAS and the Customer identified in the Purchase Order. The Purchase Order prevails over the Annexes, which prevail over these terms.
2. Term
The term of each Service is set out in the Purchase Order. A Non-Recurring Service ends upon completion. A Recurring Service is tacitly renewable for periods of the same length, unless terminated under the contractual conditions.
3. Financial terms
Prices are stated in euros in the Purchase Order. Related fees and expenses are reimbursable upon presentation of supporting documents. Invoices are payable within thirty days of the invoice date.
Any delay may trigger late-payment penalties calculated on the basis of the ECB refinancing rate plus ten points, a flat indemnity of forty euros per invoice, and reimbursement of actual recovery costs.
4. Scope of Services
Services are defined in the Purchase Order based on the information and needs communicated by the Customer. RDMC is bound by an obligation of means. Deadlines are indicative unless expressly committed.
Scope changes
Any additional request may give rise to a new Purchase Order specifying the additional Services and prices.
Deliverables and acceptance
The Customer has five business days from delivery of a Deliverable to verify conformity. Absent notification, the Deliverable is deemed verified and finally accepted.
5. Intellectual property
Exclusive assignment of rights occurs only when expressly provided in the Purchase Order or an Annex and after full payment. Otherwise, the Customer receives a personal, non-exclusive, non-transferable license with no right of sublicense for its internal needs.
RDMC’s tools, materials, methods and know-how remain its property or that of its licensors. Third-party and open-source components remain subject to their respective licenses.
6. Artificial intelligence
RDMC may use artificial-intelligence tools to assist with:
- drafting;
- translation;
- design;
- development;
- code generation;
- testing;
- documentation;
- analysis;
- support;
- graphic creation.
Outputs intended for the Customer undergo human review proportionate to their nature and criticality. Because AI systems may produce inaccurate or non-deterministic results, a raw output must not be used alone for a critical or regulated decision.
7. Warranties and liability
RDMC excludes any warranty not expressly specified in the Contract and does not warrant the total absence of error or interruption.
For Recurring Services, RDMC’s aggregate liability is limited, per contractual year, to the amounts invoiced over the preceding twelve months for the Service concerned. For Non-Recurring Services, it is limited to the amount of the Service concerned under the historical CS-2023 terms.
Indirect damages, including loss of revenue, profit, business or goodwill, are excluded to the extent permitted by law.
8. Confidentiality
Each Party protects the other Party’s Confidential Information and uses it solely to perform the Contract. This obligation continues for as long as the information remains protected as a trade secret.
9. Termination
A Recurring Service may be terminated at term, with fifteen days’ notice for a monthly term and three months’ notice for an annual or longer term. In the event of a material breach not remedied after a notice of at least thirty days, the Service concerned or the Contract may be terminated.
10. Governing law
The Contract is governed by French law. Failing amicable resolution, exclusive jurisdiction is conferred on the courts within the jurisdiction of the Paris Court of Appeal.