TERMS
OF SERVICE.

Each service is covered by a detailed quotation specifying the scope, deliverables, estimated schedule, price and payment terms.

The quotation is valid for 30 days from its issue date. The contract is formed when the signed and dated quotation is returned with the deposit required under Article 5.

The quotation prevails over these terms in the event of any inconsistency.

The Provider undertakes to perform the service in accordance with the quotation, professional standards and applicable regulations. The Provider is bound by an obligation of means.

The Provider will inform the Client of any difficulty likely to affect the schedule or scope as soon as it becomes aware of it.

The Provider undertakes to keep confidential all information, documents and data accessed during the assignment, for the duration of the contract and 5 years after it ends.

The Client undertakes to:

• appoint a single contact person authorised to approve deliverables;
• provide on time all elements needed: text, images, logos, technical access and information about its activity;
• guarantee that it owns the rights to the elements it provides and indemnify the Provider against any related third-party claim;
• respond to validation requests within 7 business days;
• pay the price on the agreed due dates.

Any delay attributable to the Client automatically suspends the delivery schedule without the Provider being held liable. A service suspended for more than 60 days because of the Client may be invoiced in proportion to work completed.

Prices are stated in XAF / EUR and are exclusive of tax / tax-inclusive. They remain firm for the duration of the quotation.

Default payment schedule

Payment is made by bank transfer, mobile money, cheque. Bank and foreign-exchange fees are borne by the Client for international payments.

Late payment. Any amount not paid when due automatically produces, without formal notice, late-payment interest at 1.5% per month or part of a month, together with a fixed recovery fee of amount.

The Provider may suspend ongoing services and maintenance after a formal notice has remained without effect for 15 days. This suspension does not engage the Provider's liability.

Delivery takes place by making the deliverables available on an agreed medium or by publishing them to a staging environment.

The Client has 10 business days to submit precise and reasoned written reservations. Otherwise, the deliverables are deemed accepted without reservation.

Reservations may concern only non-compliance with the scope defined in the quotation, excluding any new request.

The quotation includes 2 rounds of changes per validation stage.

Any request exceeding this number, concerning an already approved element or introducing an unplanned feature is an additional service. It requires an additional quotation for prior approval and may affect the schedule.

The Provider will tell the Client before execution when a request falls into this category.

The Provider warrants that the deliverables conform to the defined scope for 90 days from acceptance. During this period, defects attributable to the Provider are corrected free of charge.

The warranty does not cover:

• defects caused by a modification made by the Client or a third party;
• malfunctions linked to changes in browsers, operating systems, hosting services or third-party services;
• failures attributable to an element supplied by the Client;
• requests for functional changes.

After this period, corrective and evolutionary maintenance is covered by a separate contract specifying its scope, response times and pricing.

9.1 Definitions

Custom creations: all elements designed and produced by the Provider specifically for the Client as part of the Order, including visual identities, logos, graphic guidelines, designs, illustrations, text, source code, style sheets and custom-developed databases.

Pre-existing tools: all elements owned by the Provider before the Order or developed independently of it, including component libraries, internal frameworks, scripts, methodologies, templates, design systems and know-how.

Third-party elements: all elements integrated into the deliverables whose rights belong to third parties, including typefaces, photographs, illustrations, icons, extensions, themes, software libraries and external services.

9.2 Ownership during performance

The Provider remains the sole owner of all intellectual-property rights in the Custom creations until the transfer provided for in Article 9.3. During performance of the Order, the Client has a strictly temporary right to use intermediate deliverables, limited to viewing, approval and internal testing. Any use of the deliverables before full payment constitutes infringement and engages the Client's liability.

9.3 Transfer of ownership

The assignment of rights in the Custom creations is subject to full payment of the Order price, including principal, costs, interest and ancillary amounts. The transfer takes place automatically when the balance is effectively received. In the event of instalment payments, no partial payment transfers partial rights.

9.4 Scope of the assignment

Subject to Article 9.3, the Provider assigns to the Client, on an exclusive basis, the rights of reproduction, representation, adaptation, modification, translation and arrangement, together with the right to make the work available to the public, on all known or future media, for commercial, institutional and promotional use, worldwide and for the statutory term of copyright protection. The price of this assignment is included in the Order price. The Client receives the source files for the Custom creations at the same time.

9.5 Pre-existing tools

Pre-existing tools remain the Provider's exclusive property. From full payment, the Provider grants the Client a non-exclusive, non-transferable, worldwide, perpetual licence limited to operating the deliverables as produced under the Order.

9.6 Third-party elements

Third-party elements remain governed by their own licences. The Provider gives the Client a list of the third-party elements integrated into the deliverables and the applicable licence terms for each. The Client is responsible for keeping those licences valid after delivery.

9.7 Moral rights

The Provider retains the right to be identified as author and the right to respect for the integrity of the work. The Client authorises the Provider to add a discreet authorship notice in the footer of delivered websites. This notice may be removed in exchange for a fee agreed in the quotation.

9.8 References and portfolio

The Client authorises the Provider to mention its name, reproduce its logo and present the deliverables as commercial references on any promotional medium. The Client may waive this authorisation in writing before delivery, where applicable in exchange for the compensation stated in the quotation.

9.9 Abandonment, termination and non-payment

If the Client abandons the Order, terminates it through its own fault or fails to pay the balance: amounts already paid remain with the Provider; no intellectual-property right is transferred; the Client must not use the deliverables or their intermediate versions; and the Provider regains free use of the Custom creations.

9.10 Domain names, hosting and third-party accounts

Domain names, hosting services, certificates and third-party service accounts are registered in the Client's name and under its contact details. The Client remains their owner in all circumstances. The Provider will give the Client the access credentials on request and may not make that delivery conditional on payment of an invoice.

9.11 Originality warranty

The Provider warrants that the Custom creations are original and, to its knowledge, do not infringe a pre-existing work. This warranty does not cover elements supplied by the Client. For visual-identity work, the Provider performs a basic prior-rights search, which does not replace a full search with OAPI, at the Client's expense if it intends to file an application.

9.12 Trademark filing

After the transfer provided for in Article 9.3, the Client may file the Custom creations as a trademark with OAPI or any other office. The Provider undertakes not to file or arrange for the filing of those creations. Filing costs and procedures are borne exclusively by the Client unless the quotation states otherwise.

Each party undertakes to comply with Cameroonian Law No. 2024/017 of 23 December 2024 on the protection of personal data, as well as Regulation (EU) 2016/679 where it applies.

Where the service requires the Provider to process personal data on behalf of the Client, the Provider acts as a processor. The processing terms are set out in a data-processing appendix attached to the quotation.

The Provider undertakes to process the data only on the Client's documented instructions, keep it confidential, assist the Client with data-subject requests and notify the Client without delay of any breach it becomes aware of.

The Provider's liability may be incurred only in the event of proven fault and for direct and foreseeable losses only.

It is capped, for all causes combined, at the amount excluding tax actually paid by the Client for the relevant service.

Indirect losses are excluded from any compensation, including loss of turnover, profit, customers, data or reputation.

The Provider is not responsible for failures attributable to third-party providers (hosting provider, registrar, operator or service publisher), or for content published by the Client.

Unless expressly covered by a maintenance contract, the Client is responsible for backing up its data and website.

On delivery, the Provider gives the Client a complete copy of the deliverables and access credentials. The Provider has no obligation to retain them beyond 90 days after the assignment ends.

Neither party is liable for failure to perform its obligations resulting from a force-majeure event, including a prolonged interruption of telecommunications or electricity networks, natural disaster, public disorder, administrative decision or armed conflict.

The affected party will inform the other without delay. If the impediment lasts more than 60 days, either party may terminate the contract in writing; completed services remain payable.

In the event of a serious breach by either party, the other may terminate the contract automatically 15 days after a formal notice has remained without effect.

Where termination is attributable to the Client, amounts paid remain with the Provider and completed services not yet invoiced become immediately payable. No intellectual-property right is transferred.

The Client authorises the Provider to cite it as a reference and present the completed work under the conditions set out in Article 9.

The invalidity of one provision does not affect the validity of the others.

A party's failure to rely on a breach does not constitute a waiver of its right to rely on it later.

Neither party may assign its rights or obligations without the other party's prior written consent.

Email exchanges between the designated contacts constitute valid written records between the parties.

These terms are governed by Cameroonian law.

In the event of a dispute, the parties will endeavour to reach an amicable solution within 30 days of written notification of the dispute.

If no agreement is reached, the dispute falls within the jurisdiction of the competent courts under the applicable mandatory rules, including those connected with the Provider's professional domicile, subject to any mandatory protections applicable to the Client.

For Clients established outside Cameroon, an arbitration clause may replace this jurisdiction clause, in particular under the auspices of the Common Court of Justice and Arbitration of OHADA.