Terms and conditions of sale

Every service is covered by a written quote that sets out the scope, deliverables, schedule, price and invoicing currency. The quote states how long it remains valid; after that, it must be confirmed.

The preliminary conversation and the free audit commit neither party. The order becomes binding when the signed quote is received — or accepted in writing, including by email — together with the deposit where the quote provides for one.

Any request outside the quote’s scope is covered by an amendment or an additional quote before work starts. We would rather say so early: it avoids surprises on both sides.

Prices are stated in the currency shown on the quote (Tunisian dinar, TND, or euro, EUR, depending on the Client and the project) and are exclusive of taxes. Applicable taxes are added, where relevant, under the regulations in force at the place of invoicing.

Unless the quote says otherwise: a deposit on order, the balance on delivery. Recurring services, such as social media management or maintenance, are invoiced monthly, for the month ahead.

Invoices are payable by the due date they show. For international transfers, bank and exchange charges are borne by the Client, so that the Provider receives the net amount invoiced.

If payment is late, the Provider may, after a formal notice that has gone unanswered, suspend work and charge late-payment interest at the rate stated in the quote or, failing that, at the statutory rate that applies.

Unless expressly stated, third-party costs are not included: domain names, hosting, software licences, image libraries, advertising budgets paid to platforms. The Client pays them directly, or they are re-invoiced against supporting documents.

Deliverables are those described in the quote. We hand them over for approval (“acceptance”) on a test environment or by any other agreed means.

The Client has the period stated in the quote or, failing that, ten working days to test the deliverables and raise any reservations in writing, tying them to the agreed scope. After that period, or as soon as they go live, the deliverables are deemed accepted.

Non-conformities with the agreed scope are corrected at no extra charge during the warranty period stated in the quote or, failing that, for thirty days after acceptance. Changes requested after approval require a new quote.

So that the project moves on schedule, the Client undertakes to:

• appoint a single point of contact with authority to approve;
• provide the content, access, information and approvals needed within the agreed timeframes;
• warrant that it holds the rights to the texts, images, logos, data and trademarks it gives us, and hold us harmless against any third-party claim on that point;
• comply with the laws that apply to its business and markets: consumer information, advertising, data protection, legal notices on its own sites;
• protect the credentials it entrusts to us and tell us without delay of any compromise.

Deadlines in the quote are planning targets that the Provider strives to meet. They start once the deposit and everything needed to begin have been received.

Any delay on the Client’s side (content, approvals, access, payment) pushes the schedule back by the same amount. The Provider is not liable for delay caused by an independent third party: an advertising platform, a hosting provider, an online service, a domain registrar.

The economic rights in deliverables created specifically for the Client (mock-ups, texts, visuals, code written for its project) are assigned to it on full payment of the price, worldwide and for the legal term of protection, within the use set out in the quote. Until then, the Provider keeps all its rights and may suspend going live or handing over source code.

Reusable technical building blocks, tools, methods, templates and know-how developed by the Provider before or during the assignment remain its property. For those built into the deliverables, the Client receives a non-exclusive, worldwide, perpetual licence to use.

Third-party components and open-source software remain subject to their own licences, which we provide on request.

Where the Provider uses generative artificial intelligence tools, the content produced is reviewed and approved by a person before delivery. The legal status of AI-generated works varies from country to country: the assignment covers what the applicable law allows to be assigned.

The Client remains the owner of its data and accounts (hosting, domain names, analytics, advertising), which are opened in its name where possible.

The Provider names the Client as a reference, and publishes a case study or testimonial, only with its prior written consent.

Each party keeps confidential the non-public information the other gives it (commercial data, access, code, strategies, internal documents) and uses it only to perform the service. This obligation lasts during the contract and after it ends, for as long as the information remains confidential.

It does not apply to information that is already public, was lawfully known already, was developed independently, or that an authority requires to be disclosed.

For its own commercial needs (quotes, invoicing, client relationship), the Provider processes the Client’s contact data in line with its privacy policy.

Where the assignment leads the Provider to process personal data on the Client’s behalf, for example a contact database, an email campaign or a conversational assistant, the Client is the controller and the Provider acts as processor: it processes that data only on the Client’s documented instructions, secures it reasonably, and returns or destroys it at the end of the assignment. The parties sign a data-processing agreement where the applicable law requires one.

The reference frameworks are Tunisian Organic Law No. 2004-63 on the protection of personal data and, for clients and individuals in the European Union, Regulation (EU) 2016/679 (GDPR). Other local regimes, notably those of the Gulf states, apply to the Client for its own processing: it is for the Client to identify them.

The Provider owes an obligation of means: it applies its expertise with a professional’s care, but does not guarantee a ranking in search or AI answer engines, a volume of traffic, enquiries or sales, or any other commercial result. Those results depend on factors it does not control: platform algorithms, competition, the market, budget, the Client’s responsiveness.

Content generated with AI tools may contain errors: the Client reads and approves each piece of content before publishing it.

The Provider is not liable for indirect damage: loss of profit, customers or opportunity, or of data the Client has not backed up. Its total liability, all losses combined, is limited to the amount the Client actually paid for the service that caused the damage.

These limits do not apply in cases of gross negligence or wilful misconduct, or where the applicable law forbids them.

Maintenance, hosting and backups are included only if they appear in the quote.

The Provider may work on a white-label basis for an agency or other intermediary (the “Agency”), for the benefit of its end client. In that case:

• the Agency remains the end client’s sole point of contact: the Provider does not contact them or introduce itself to them without the Agency’s written consent;
• the Provider does not name itself or the project as a reference, unless agreed in writing;
• the Provider does not solicit the Agency’s end client directly during the assignment or, if the quote provides for it, for the period the quote sets;
• the Agency alone is responsible to its end client and warrants that its commitments to them impose no heavier obligations on the Provider than these Terms;
• the price remains payable by the Agency whenever its own client pays, and the assignment of rights takes effect in its favour on full payment.

The articles on confidentiality, intellectual property and liability apply to the Agency as they do to the Client.

A one-off service ends on acceptance and payment of the balance. A recurring service is concluded for the term stated in the quote, then continues month to month; either party may end it in writing with the notice period in the quote or, failing that, thirty days.

If a party seriously breaches its obligations, the other may terminate the contract in writing, after a formal notice that has gone unanswered for fifteen days.

If the Client stops a project in progress, work done up to the termination date and costs incurred with third parties remain payable. The matching deliverables are handed over after payment.

When the contract ends, each party returns or destroys the other’s confidential information and access.

Neither party is liable for a failure caused by force majeure: an external, unforeseeable and unavoidable event within the meaning of the applicable law, such as a natural disaster, war, epidemic, general strike, prolonged power or internet outage, a major failure at an infrastructure provider, or a government measure (including a currency-exchange or funds-transfer restriction).

The affected party informs the other without delay. Obligations are suspended while the event lasts; if it lasts more than sixty days, either party may terminate the contract without compensation, work already done remaining payable.

These Terms and any contract concluded under them are governed by Tunisian law. In the event of a dispute, the parties first seek an amicable solution for thirty days from written notice of the dispute.

Failing that, and unless the quote provides otherwise, the courts of Sfax have sole jurisdiction, subject to mandatory provisions to the contrary. The quote may provide for another law or another jurisdiction, for example for a European client: it then prevails.

The mandatory protective rules that apply to the Client in its country of residence, notably consumer rules, remain applicable in all cases.

The Terms that apply are those in force on the date of the accepted quote. We may amend them for the future, without effect on current orders.

If a clause is held invalid, the others remain in force. Not exercising a right is not waiving it.

Notices are given in writing, including by email to the addresses stated in the quote.

These Terms are published in French, English and Arabic for everyone’s convenience. If they differ, the French version prevails.