Terms of Sale

ARTICLE 1 – PURPOSE

Exceptionally, and only for specific projects covered by a separate quotation, the Service Provider may also undertake e-commerce website projects, using solutions suited to the scope and requirements of the Client.

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These Terms and Conditions of Sale (the “Terms”) apply to all orders for services placed with Aaron Touboul, trading as Vexeo, based at 23 rue du Commandant Mouchotte, 94160 Saint-Mandé, France (the “Service Provider”).

Every order implies the Client’s unconditional acceptance of these Terms, unless special conditions have been agreed in writing by the parties. In the event of a conflict between these Terms and a business Client’s general purchasing terms, these Terms shall prevail. The Client acknowledges that the current content of these Terms does not create a significant imbalance between the Parties.
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ARTICLE 2 – DEFINITIONS

For the purposes of these Terms, the following capitalised terms and expressions have the meanings defined below, whether used in the singular or plural:

“Service Provider” means Aaron Touboul, trading as Vexeo, based at 23 rue du Commandant Mouchotte, 94160 Saint-Mandé, France, providing the Services described in these Terms.

“Client” means any individual or legal entity, acting in a business or personal capacity, who uses the services offered by the Service Provider after accepting a quotation.

“Service(s)” means all services offered by the Service Provider, including custom website creation through the Webflow platform, including the “Fondation” offer (landing page) and “Signature” offer (business website), together with any associated deliverable or service specified in the accepted quotation.

“Website” means the personalised website created as part of the Service agreed with the Client, including its content, graphic elements, architecture and technical features.

“Quotation” means the written document sent by the Service Provider to the Client, detailing the nature, scope, performance conditions, deliverables, deadlines and financial terms of the Service, acceptance of which concludes the contract.
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“Deliverables” means the tangible or intangible items provided to the Client during or upon completion of the Service, such as mock-ups, files, training videos, digital documents or any content expressly specified in the quotation.

“Template” means a pre-designed, structured and partially configured website model used as a basis for the Service. The Template may include a visual identity, site structure, content blocks or standard features, which the Service Provider adapts to the Client’s specific needs without creating an entirely bespoke design. Using a Template entails limited customisation options, as defined in the accepted quotation.

“Personal Data” means any information relating to an identified or identifiable natural person within the meaning of Regulation (EU) 2016/679 (GDPR) and the amended French Data Protection Act.
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ARTICLE 3 – SERVICES

3.1. Nature of the services

The Service Provider primarily offers custom website creation services using the Webflow platform. Two distinct offers are available:
- Fondation offer: creation of a custom landing page (one-page website);
- Signature offer: creation of a complete business website with up to six (6) custom pages.

Exceptionally, the Service Provider may also provide other digital services outside these offers, including websites with additional pages, specific features or particular technical requirements. These “outside-offer” services are not standard packages, are not displayed on the Service Provider’s website, and always require a personalised quotation prepared on a case-by-case basis.

3.2. Content of standard services

Unless expressly stated otherwise in the quotation accepted by the Client, the above services include:

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- An initial strategy meeting by video call to define the website’s objectives, target audience, key features and visual direction;
- Definition of the site structure and navigation to organise content coherently and make it easy to use;
- Creation of an original visual mock-up or, where appropriate, adaptation of an existing design compatible with the project’s requirements;
- Integration and publication of the website through Webflow or Shopify, depending on the project;
- Basic search engine optimisation (SEO), including title tags, metadata, semantic structure and, where appropriate, redirects;
- Delivery of a personalised training video enabling the Client to use the main features of the delivered website;
- Seven (7) calendar days of post-delivery follow-up, including minor technical support and help using the website.
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3.3. Revisions – Procedure and limits

The services include a limited number of revision rounds, depending on the offer chosen by the Client:
Fondation offer: two (2) revision rounds;
Signature offer: three (3) revision rounds.

A revision round means a coherent set of adjustments requested by the Client, submitted together and clearly. Any request exceeding the included number of rounds, or involving a substantial change to the structure, design, features or scope initially defined in the quotation, will be charged additionally on the basis of a prior quotation.

3.4. Approval

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After the included revision rounds, the project is deemed approved.
Any subsequent request will be treated as an additional service and will require a supplementary quotation.

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3.5. General provisions

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In all cases, revision requests must be precise, documented and submitted within a reasonable time after the relevant version is shared. Permitted revisions cover only minor adjustments or corrections within the scope originally defined in the quotation. The following requests do not constitute revisions under this article:

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- Substantial changes to the Website’s structure or architecture;
- A change in creative direction, visual style or core features;
- The addition of content or services not initially included.
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Any request outside this scope will require an additional quotation based on the nature, complexity and extent of the requested changes. This quotation will specify the technical conditions, any changes to deadlines and the applicable financial terms. It requires the Client’s prior, express written agreement. In this situation, the Service Provider reserves the right to suspend the project until the corresponding quotation is formally approved.

3.6. Presentation of offers and bespoke quotations

For commercial clarity, “kit” packages may be displayed on the Service Provider’s website. This information is intended solely to illustrate a pricing basis. It does not constitute a fixed price or contractually bind the Service Provider. In all cases, each service requires an individual quotation prepared after discussions with the Client, taking into account the proposed project’s technical, functional and visual specifications.

3.7. Additional deliverables

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Depending on the project and the options selected by the Client, the Service Provider may provide the following in addition to the website:
- Mock-ups in image format (PNG);
- A video training session on using the website.
Where included, these items are expressly mentioned in the quotation accepted by the Client and form part of the contract in the same way as the other components of the assignment.

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ARTICLE 4 – ORDERS AND ACCEPTANCE  

4.1. Ordering process

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Every service order begins with a discovery call between the Service Provider and the Client. This discussion gathers the Client’s needs, expectations, constraints and objectives, and allows the Service Provider to assess the proposed project’s feasibility. Following the call, the Service Provider sends the Client a detailed quotation specifying the essential characteristics of the assignment, how it will be carried out, the deliverables, the estimated timetable and the fees payable.

4.2. Acceptance and confirmation

The quotation constitutes a firm contractual offer valid for thirty (30) calendar days from its issue date, unless otherwise stated. The order becomes final upon the Client’s formal acceptance of the quotation, by handwritten signature, electronic approval or any other express agreement. This acceptance constitutes full acceptance of these Terms and Conditions of Sale, unless a specific exception has been agreed in writing by the parties.
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ARTICLE 5 – PRICES AND FINANCIAL TERMS

5.1. Prices

Prices are stated in euros, net of taxes, unless otherwise specified in the quotation. The service price is fixed, agreed as a lump sum and set out in the quotation accepted by the Client. Additional charges may apply to requests outside the original scope or to additional revisions beyond the stated conditions. These charges require a supplementary quotation subject to the Client’s prior acceptance.

5.2. Payment terms

Payment is made exclusively by bank transfer. Depending on the chosen offer, the Client may select one of the following arrangements:

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- Standard payment (Fondation and Signature offers): 30% deposit upon signing the quotation; 70% on final delivery and before publication. Payment in three (3) interest-free instalments (Signature offer only): 35% deposit upon signing; 35% one (1) month after signing; 30% two (2) months after signing.
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5.3. Late payment

In the event of non-payment, the Service Provider expressly reserves the right to suspend ongoing services or access to the website automatically and without prior formal notice until the situation is fully resolved. The project will remain on hold until the Client has fully settled the outstanding payment. If the delay exceeds sixty (60) calendar days from the original due date, the Service Provider may, following written notice, permanently terminate the project. The Client will not be entitled to a refund of sums already paid, without prejudice to the Service Provider’s right to pursue recovery or compensation for losses suffered.

Under Article L.441-10 of the French Commercial Code, any late payment automatically incurs late-payment penalties, without formalities, calculated at the statutory interest rate plus ten (10) percentage points from the day after the due date. In addition, a fixed recovery-cost fee of forty (40) euros is automatically payable under the same article.
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ARTICLE 6 – TIMESCALES AND DELIVERY

The project timetable is agreed jointly by the Service Provider and the Client and specified in the quotation. The Client agrees to meet deadlines for supplying content, approvals and requested feedback. If there is no response, repeated delay or a failure to approve within a reasonable time after a reminder, the Service Provider reserves the right to pause the project in order to prioritise other ongoing assignments.

The project will resume subject to the Service Provider’s availability when the Client makes contact again, without this constituting a contractual breach. Timescales are indicative and depend on active, good-faith cooperation between both parties.
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ARTICLE 7 – CLIENT OBLIGATIONS

The Client agrees to cooperate actively with the Service Provider to ensure that the service is properly performed under the agreed conditions. The Client must supply, within the required deadlines and before work begins, all materials necessary to complete the project, including:

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- Text content for the website (page copy, legal notices, product descriptions, etc.);
- Visual materials (logos, images, brand guidelines, illustrations, etc.);
- Technical access to the tools needed for development, including Webflow or the hosting platform;
- These materials must be complete, usable, in suitable formats and free of third-party rights.
If all required materials are not received within a reasonable time after approval of the quotation, the Service Provider reserves the right to:
- Pause the project without notice, without this constituting fault or breach;
- Unilaterally adjust the original project timetable according to the production schedule when work resumes;
- Invoice for the work actually completed if the Client remains inactive or silent for more than forty-five (45) calendar days after an unanswered written reminder;
- Where appropriate, deliver the website as it stands using only the available materials and consider the project closed. The full contractual balance will then become payable. The Client expressly acknowledges that delays in supplying content or responding may delay or disrupt the assignment or prevent the Service Provider from accepting other projects. No compensation or claim may be made on this basis.

If the Client wishes to cancel the order after signing the quotation, they must notify the Service Provider in writing. Compensation will be required based on work already undertaken and losses suffered, including reserved production slots that can no longer be used. Finally, a serious and repeated breach of the duty to cooperate may justify unilateral termination by the Service Provider after formal notice has remained unanswered for fifteen (15) calendar days, without prejudice to any additional compensation.
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ARTICLE 8 – SERVICE PROVIDER OBLIGATIONS

The Service Provider undertakes to use their expertise to deliver a service that meets the request, based on the information supplied by the Client. The Service Provider guarantees careful performance within the agreed timescales, except in cases of force majeure or failure by the Client to fulfil their cooperation obligations.
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ARTICLE 9 – RIGHT OF WITHDRAWAL AND CANCELLATION

9.1. Right of withdrawal for consumer Clients

Under Articles L.221-18 et seq. of the French Consumer Code, a Client acting as a consumer who concludes a contract remotely, including online or by email, has a right of withdrawal that can be exercised without giving a reason or incurring a penalty.

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This right may be exercised within fourteen (14) calendar days from the day after acceptance of the quotation or conclusion of the distance contract, by sending an unambiguous statement expressing the wish to withdraw, for example by email or registered post. A model form can be supplied on request.

However, under Article L.221-28 of the French Consumer Code, this right of withdrawal can no longer be exercised if performance of the service has begun with the Client’s express consent and prior waiver of their right of withdrawal, which the Service Provider may request in writing when the order is placed. If withdrawal is exercised before the service begins, the Client will owe nothing. If withdrawal occurs after work has begun but within the statutory period, the Client must pay an amount proportionate to the services already provided, calculated on the basis of the accepted quotation.

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9.2. Cancellation by a business Client or after the statutory 14-day period

A Client who is not eligible for the right of withdrawal, or who wishes to cancel after the above period, must notify the Service Provider in writing. In this case, deposits remain payable as fixed compensation. Additional compensation may be required to cover costs incurred, hours already worked and any losses suffered, including disruption to the Service Provider’s production schedule.

If cancellation is requested after the service has begun, the Client is liable for all work already completed, including intermediate deliverables, based on an itemised assessment sent by the Service Provider. The Service Provider also reserves the right to invoice any non-refundable commitments already made to third parties under the contract, such as themes, tools or services required for the project.
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ARTICLE 10 – INTELLECTUAL PROPERTY

All elements created by the Service Provider as part of the service, including mock-ups, visuals, graphic elements, content, site structures, navigation architectures and web integration on Webflow or Shopify, remain the Service Provider’s exclusive property until the Client has paid in full. Intellectual property rights are transferred only after complete and effective payment of the agreed price. From that date, the Service Provider grants the Client, on a non-exclusive basis and without time or territorial limits, the exploitation rights strictly necessary to use and operate the delivered website, namely:

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- The right to reproduce it on any medium and by any means;
- The right to display and communicate it in any location and through any distribution channel;
- The right to adapt and modify it, while respecting the integrity of the work and contractual obligations;
- The right to upload, host and distribute the website on any technical infrastructure chosen by the Client.
- Administrative access to the website and Webflow platform will be provided to the Client only after full payment.
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This grant is included in the total price stated in the accepted quotation and incurs no additional charge, except for specific requests outside the original agreed scope. The Service Provider retains the right to reference the project professionally in their portfolio, on their website and in communications, unless the Client expressly objects in writing no later than final delivery.
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ARTICLE 11 – LIABILITY

The Service Provider undertakes to perform the services diligently, professionally and in accordance with accepted practice and the arrangements agreed with the Client. Liability may arise only in the event of proven fault and within the limits set out below.

11.1. Limitation of liability

The Service Provider cannot be held liable for:
- Consequences arising from inappropriate or non-compliant use of the website by the Client or third parties;
- Errors, delays or defects caused by information or materials supplied by the Client that are incomplete, inaccurate, outdated or delivered late;
- Malfunctions attributable to third-party tools or services, including hosts, platforms, payment services and external modules;
- Indirect losses, such as loss of revenue, business, customers or reputation.

11.2. Post-delivery warranty

The Service Provider grants a warranty period of seven (7) calendar days from the project’s delivery date. During this period, they undertake to correct, without additional charge, any technical bug or minor malfunction affecting proper use of the delivered website, provided it does not result from external intervention, unauthorised modifications or misuse.

This warranty does not cover requests for functional or visual enhancements, additional content, substantial changes or incidents caused by the Client or third parties after delivery. After the warranty period, any intervention will be charged separately on the basis of a prior quotation. In all cases, the Service Provider’s liability is expressly limited to the total amount actually received for the service concerned.
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ARTICLE 12 – ELECTRONIC SIGNATURE

Any electronic signature applied by the Client to a quotation, invoice or contractual document is deemed to have the same legal value as a handwritten signature.
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ARTICLE 13 – PERSONAL DATA

As part of their business, the Service Provider may collect and process the Client’s personal data within the meaning of Regulation (EU) 2016/679 of 27 April 2016 on data protection (GDPR) and the amended French Data Protection Act.

The data collected is limited to the information strictly necessary to manage the commercial relationship and communicate with the Client: surname, first name, email address and telephone number. This data is collected solely for contact, quotations, invoicing, exchanges relating to performance of the service and, more generally, proper performance of the contract. Data is processed confidentially, is not shared with third parties except where legally required or necessary to perform the contract, and is retained only as long as necessary for its purpose. Under Articles 15 to 22 of the GDPR, every data subject has the following rights:

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- Right of access, rectification and erasure;
- Right to restriction of processing;
- Right to data portability;
- Right to object to processing on legitimate grounds.

These rights may be exercised at any time by a written request to the Service Provider, accompanied by proof of identity, using the contact address provided in the legal notice or on the Service Provider’s website. The Client is also informed of their right to lodge a complaint with the French data protection authority (CNIL) if they believe their rights have not been respected.
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ARTICLE 14 – FORCE MAJEURE

The Service Provider cannot be held liable for any delay or partial or total failure to perform their contractual obligations where this results from an event of force majeure within the meaning of Article 1218 of the French Civil Code and French case law.

Events of force majeure include, without limitation, natural disasters, fires, floods, telecommunications or electricity outages not attributable to the Service Provider, cyberattacks, external industrial disputes, pandemics, administrative restrictions, government decisions or any other circumstance beyond the Service Provider’s control that is unforeseeable and unavoidable and makes normal performance of the service impossible.

If such an event occurs, the Service Provider undertakes to inform the Client as soon as possible in writing, specifying its nature and estimated duration. Performance of the contract will be suspended throughout the force majeure event. If the event lasts more than thirty (30) calendar days, either party may notify the other in writing of their decision to terminate the contract automatically, without compensation to either party; sums already paid for partially completed services remain with the Service Provider.
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ARTICLE 15 – DISPUTES AND GOVERNING LAW

These Terms are governed by French law. Before taking legal action, the Parties agree to attempt in good faith to settle amicably any dispute concerning the validity, interpretation, performance, non-performance, interruption, termination or cancellation of these Terms of Sale, regardless of its cause or basis.

For this purpose, they must exchange registered letters with acknowledgement of receipt setting out the difficulties and resulting requests. The Parties must take all necessary steps to attempt to resolve the dispute. They will endeavour to reach an amicable agreement within ten (10) days after either Party gives notice that an amicable resolution is required. Except to preserve a right of action or prevent imminent harm, legal proceedings may not be initiated until this amicable settlement procedure has been exhausted.

If no agreement is reached within this period, the Parties may decide to undertake voluntary mediation, which they may end at any time. If mediation takes place, the Parties agree to participate in good faith and share its total cost. The Service Provider will bear a reasonable share, considering the validity of the arguments and the Client’s conduct, without exceeding half the costs incurred. Under Article L.612-1 of the French Consumer Code, any Client acting as a consumer is informed that they may use a consumer mediator free of charge to seek an amicable resolution of a dispute with the Service Provider.

The consumer mediator’s contact details and dispute resolution arrangements remain to be completed once the scheme applicable to Vexeo’s business has been confirmed. For complaints, contact: aarontouboul13@gmail.com.