Fixed-price annex.

Article 1. Purpose and scope

1.1 Purpose. This annex supplements the Provider’s general terms and conditions of sale, hereinafter the “Common Provisions”. It governs the matters specific to fixed-price Services.

1.2 Scope. It applies only to fixed-price Services, as designated in the Quote. A fixed-price quote is always accompanied by a scope and deliverables annex (the Requirements Document) containing the Specifications, the milestone schedule and the acceptance criteria; failing that, this annex has no purpose.

1.3 Order of precedence. The terms defined in Article 1 of the Common Provisions have the same meaning in this annex. The Common Provisions remain applicable in all their provisions and prevail over this annex in the event of conflict, except on the matters that this annex is specifically intended to govern, for which it prevails. This annex is physically attached to the Quote and forms an integral part of it.

Article 2. Nature of the commitment

2.1 The Provider is bound by a limited obligation of result (obligation de résultat) for fixed-price Services, this obligation relating exclusively to the conformity of the Deliverables with the Specifications documented in the Requirements Document, excluding any unwritten requirement, any unquantified performance and any commercial, economic or operational result expected by the Client.

2.2 The limits set out in paragraph 9.5 of the Common Provisions remain applicable.

Article 3. Milestones, invoicing, deadlines and late-delivery penalties

3.1 Milestones. The Requirements Document divides the Service into contractual milestones and sets, for each of them, the expected Deliverables and the corresponding acceptance criteria.

3.2 Invoicing. Pursuant to paragraph 7.2 of the Common Provisions, fixed-price Services are invoiced as follows: a deposit of thirty per cent (30%) of the amount excluding tax on order, work actually starting only once this deposit has been received, without this payment being a condition for the formation of the Contract; the balance on Acceptance Testing or, for engagements divided into milestones, on completion of each contractual milestone.

3.3 Deadlines. The deadlines stated in the Quote are contractual for fixed-price Services where the Requirements Document sets a delivery date, in accordance with paragraph 8.1 of the Common Provisions.

3.4 Delay attributable to the Client. The postponement of milestones and of the delivery date resulting from a delay by the Client, and the invoicing of idle-time and rescheduling costs, are governed by paragraph 8.2 of the Common Provisions.

3.5 Delay attributable to the Provider. The conditions under which late-delivery penalties may be applied to the Provider, their classification as liquidated damages and their counting towards the liability cap are governed by paragraph 8.3 of the Common Provisions. The Parties may agree on such penalties in the Quote or in the Requirements Document; they are then the counterpart of the consequences provided for in paragraph 3.4.

Article 4. Delivery, verification and acceptance testing

4.1 Principle. The Deliverables of a fixed-price Service are subject to verification of fitness for proper operation. The Provider notifies the Client that the Deliverables are available and, where applicable, that the acceptance testing environment is open.

4.2 Period. The Client has ten (10) Working Days from that notification to carry out the acceptance test plan and notify its reservations in writing, each being described so as to allow it to be reproduced: environment, steps followed, expected result, result obtained.

4.3 Tacit acceptance. If no written notice of reservations is given within the period in paragraph 4.2, the Provider sends the Client a written reminder; Acceptance Testing is deemed passed without reservation if that reminder remains unanswered for five (5) Working Days. The same applies, without any reminder, where the Client uses the Deliverables in production for purposes other than acceptance testing itself; use of the acceptance testing environment, and trials and verifications under real conditions carried out during the period in paragraph 4.2, do not constitute use in production.

4.4 Classification of reservations. Reservations are classified as blocking, major or minor Defects within the meaning of Article 1 of the Common Provisions. Any difference of assessment is settled by reference to the Specifications alone.

4.5 Follow-up. Where there are blocking Defects, Acceptance Testing is refused; the Provider corrects them and presents the Deliverables again within twenty (20) Working Days of notification of the reservations, unless a different period is agreed in writing having regard to the nature of the Defects, and a new acceptance test is organised on the same terms. Where there are only major or minor Defects, Acceptance Testing is passed with reservations; the Defects are remedied under the warranty in Article 5. A third unsuccessful presentation due to blocking Defects entitles the Client to terminate the Contract for the Provider’s fault, without prejudice to any damages. The Client is then refunded the sums paid for milestones not delivered and the portion of the deposit provided for in paragraph 3.2 exceeding the value of the Services actually performed and accepted, that value being determined by reference to the validated contractual milestones and, failing that, to the substantiated time spent at the daily rate in the schedule referred to in paragraph 6.6 of the Common Provisions. Where the Services performed could be of use only through complete performance of the Contract, the sums paid are refunded in full, in accordance with Article 1229 of the French Civil Code (Code civil). This usefulness is assessed objectively, and not solely according to the Client’s own assessment: a Client that keeps and uses the intermediate deliverables (source code, Specifications, test sets, delivered environment) to continue development itself or through a third party thereby derives a benefit from them; the corresponding Services remain due to the Provider and are valued on the terms set out above. A Client that intends to rely on the total absence of usefulness returns or destroys the intermediate deliverables, refrains from using them directly or indirectly and confirms this in writing.

4.6 Record. Acceptance Testing is recorded in a report (procès-verbal) signed by the Parties stating the date, the result, the list of reservations and the period for remedying them. Acceptance Testing, whether express or tacit, triggers invoicing of the balance and the start of the warranty.

4.7 Exclusion. Change requests, requirements not documented in the Requirements Document, discrepancies attributable to an unspecified technical environment and anomalies caused by unrepresentative test data supplied by the Client cannot justify a refusal of Acceptance Testing or a reservation.

Article 5. Warranty of proper operation and remedying of reservations

5.1 The Provider warrants the conformity of the Deliverables with the Specifications for three (3) months from Acceptance Testing, unless a different period is stipulated in the specific contract.

5.2 During that period, the Provider corrects at no additional cost the documented and reproducible blocking and major Defects reported to it in writing. Minor Defects are corrected in the first appropriate corrective delivery. Reservations made at Acceptance Testing on the terms of paragraph 4.5 are remedied on the same terms.

5.3 The following are excluded from the warranty:

• Defects resulting from a modification of the Deliverables made by the Client or by a third party without the Provider’s written consent;
• Defects attributable to a technical environment, software version or configuration not specified in the Requirements Document, or changed without consultation;
• functional change requests and out-of-scope requests;
• malfunctions arising from third-party libraries, services or application programming interfaces, including AI Model providers, beyond the Provider’s control;
• the consequences of use not in accordance with the documentation provided;
• the inaccuracy of an Output produced by an AI Model, which is governed by the “Artificial Intelligence” annex.

5.4 The warranty is automatically suspended during any period of suspension of the Services for non-payment. Any intervention after the warranty period is the subject of a new Quote or falls within a third-party application maintenance contract.

Article 6. Changes of scope

6.1 Requests by the Client exceeding the scope described in the Quote or in the Requirements Document are governed by paragraph 5.6 of the Common Provisions. The consequences of a working assumption that proves inaccurate are governed by paragraph 5.5 of the Common Provisions.

6.2 The amendment that changes the scope updates, in the same instrument, the Requirements Document, the milestone schedule, the acceptance criteria, the timetable and the price. Until that amendment is signed, Acceptance Testing is assessed solely by reference to the Specifications in the Requirements Document in force.