Terms of Sale

1. Purpose and Scope

These Terms of Sale govern the B2B services offered by BNCD.dev to professional clients, unless a specific written agreement states otherwise. Acceptance of any quote, assignment proposal, statement of work (SOW), purchase order, or signed contract implies acceptance of these Terms of Sale. In case of contradiction, the specific terms of the accepted document prevail for the relevant assignment.

2. Provider Identity

• Trading name: BNCD.dev
• Legal status: Sole trader
• Entrepreneur: Mohamed Amine Bounachada
• SIREN: 990 116 410
• APE code: 6201Z - Computer programming
• Business address: [Business address to be completed]
• Activity: design, development, maintenance, audit, technical consulting, and support for web applications, professional websites, backend architectures, APIs, integrations, and business tools.

3. Services

BNCD.dev offers services including backend development, fullstack development, Symfony/PHP development, React/frontend integration, API design and integration, technical audit, corrective maintenance, architecture consulting, automation/tooling, B2B web applications, and data-oriented business workflows.

The exact scope, deliverables, exclusions, timelines, and collaboration terms are defined in the accepted quote or assignment document.

4. Quotes and Orders

• Quotes are valid for 30 calendar days unless otherwise stated.
• The assignment starts after written acceptance of the quote and, where applicable, receipt of the deposit.
• Acceptance may result from a signature, an explicit email, or any unambiguous written validation.
• Any request outside the agreed scope is subject to an additional quote or prior written approval.

5. Prices

• Prices are stated in euros.
• Prices are stated excluding VAT, unless otherwise specified.
• VAT not applicable, Article 293 B of the French General Tax Code.
• Billing may be fixed-price, daily-rate, hourly-rate, monthly retainer, or support pack based on the quote.
• Expenses, including travel, paid licenses, hosting, third-party services, premium APIs, external tools, and subcontracting, are excluded unless expressly included in the quote.

6. Payment Terms

• A deposit may be required before work starts.
• Invoices are payable by bank transfer.
• The payment period is 30 days from the invoice date unless otherwise stated.
• Milestone billing may apply depending on progress.
• For short assignments, full payment may be required before delivery or upon delivery, depending on the quote.

7. Late Payment

• Late payment penalties are due automatically, without prior reminder.
• The applicable rate is the one stated on the invoice or, failing that, the rate provided by applicable French commercial law.
• Fixed recovery fee: EUR 40.
• BNCD.dev may suspend any ongoing service until overdue amounts are paid in full.
• Additional recovery costs may be claimed with supporting evidence when they exceed the fixed recovery fee.

8. Service Performance

BNCD.dev performs its services with competence, diligence, and in accordance with the professional standards applicable to B2B technical services. The client undertakes to provide the access, information, content, credentials, documentation, and approvals required within timeframes compatible with the schedule. Any delay attributable to the client may postpone delivery deadlines. Delivery dates are indicative unless there is a firm written commitment.

9. Client Obligations

• Provide accurate and lawful information, content, and data.
• Hold the necessary rights to the materials provided.
• Perform backups before any intervention.
• Validate deliverables within the agreed timeframes.
• Not request unlawful, fraudulent, malicious, misleading, or infringing development.
• Manage third-party accounts, hosting, domain names, APIs, and licenses, unless otherwise agreed in writing.

10. Deliverables and Acceptance

• Deliverables are defined in the quote or assignment document.
• The client has an acceptance period of 7 business days unless otherwise specified.
• If no feedback is provided within this period, deliverables may be considered accepted.
• Issues directly related to the agreed scope may be corrected.
• Change requests, aesthetic preferences, new features, or scope extensions are billed separately.

11. Maintenance and Support

Unless expressly stated, maintenance is not included after delivery. Any request for support, out-of-scope correction, hosting intervention, monitoring, updates, or evolution may be subject to a separate quote or maintenance contract. Changes imposed by third-party APIs, CMS/plugin/framework updates, hosting incidents, or external service outages are not automatically included.

12. Intellectual Property

• Unless otherwise agreed, BNCD.dev retains ownership of its pre-existing tools, methods, code snippets, libraries, templates, know-how, internal components, and reusable technical patterns.
• After full payment, the client obtains the rights necessary to use the specific deliverables for the agreed professional purposes.
• Any full transfer of source code ownership or exclusive rights must be expressly provided in writing.
• Unpaid elements remain the property of BNCD.dev.
• Open source components remain subject to their respective licenses.

13. References and Portfolio

Unless the client objects in writing, BNCD.dev may mention the client's name, logo, and a neutral description of the assignment as a professional reference. Confidential technical information, private data, credentials, and sensitive elements are not disclosed. For sensitive assignments, anonymized references may be used.

14. Confidentiality

Each party undertakes to keep strictly confidential all non-public technical, commercial, financial, operational, and strategic information exchanged during the assignment. This obligation survives the end of the contractual relationship, except for information that is already public, already known, required by law, or authorized in writing.

15. Personal Data and GDPR

When BNCD.dev processes personal data on behalf of the client, BNCD.dev acts as processor and the client remains the controller, unless otherwise agreed. A data processing agreement (DPA) may be required depending on the assignment. The client remains responsible for the lawfulness of the data and processing purposes. BNCD.dev applies reasonable confidentiality and security measures. Sensitive production data must not be transmitted without appropriate safeguards.

16. Liability

BNCD.dev is bound by a best-efforts obligation and not by an obligation of result, unless otherwise agreed in writing. BNCD.dev cannot be held liable for indirect damages, including loss of revenue, loss of profit, business interruption, loss of opportunity, reputational harm, or third-party service failures. Unless mandatory law provides otherwise, BNCD.dev's liability is limited to the amount paid by the client for the relevant assignment over the relevant period. BNCD.dev is not liable for inappropriate use, unauthorized modifications, lack of maintenance, hosting failures, software obsolescence, or security incidents not directly caused by BNCD.dev.

17. Suspension and Termination

BNCD.dev may suspend or terminate an assignment in case of non-payment, abusive behavior, unlawful request, lack of cooperation, or serious client breach. The client remains liable for services already performed. Deposits may be retained up to the amount of work performed, planning time, administrative time, and reserved slots, according to the terms provided in the quote.

18. Force Majeure

Neither party may be held liable for non-performance caused by an event reasonably beyond its control, including major outage, natural disaster, war, strike, administrative restriction, cyberattack, critical infrastructure failure, illness, or serious incident. Affected obligations are suspended for the duration of the force majeure event.

19. Governing Law and Disputes

These Terms of Sale are governed by French law. The parties will first seek an amicable resolution. Failing that, the competent courts are determined according to applicable procedural rules, with preference for the court of BNCD.dev's registered office where such jurisdiction clause is legally valid.