Terms & Conditions of Sale (CGV)

Article 1. Purpose and Scope

These General Terms and Conditions of Sale (hereinafter referred to as "Terms" or "CGV") govern the contractual relationship between:

The Service Provider: Kavirthan KARUNAKARAN, Independent Software Engineer & Web Developer / Freelance, located in Toulouse (31000), France, reachable via email at contact@kavirthan.com or by phone at +33 (0)7 60 75 76 25.

And any natural or legal person (hereinafter referred to as "the Client") placing an order with the Service Provider for digital engineering services (showcase and e-commerce websites, mobile application development, custom software engineering, on-demand TJM consulting, Cloud/DevOps infrastructure architecture, maintenance, and technical training).

Any accepted order implies full and unconditional acceptance of these Terms by the Client, overriding any conflicting terms found in the Client's own commercial documents.

Article 2. Quotes, Orders, and Agreement Formation

2.1 Prior Quote: Every assignment or project is preceded by a free, customized written quotation prepared by the Service Provider. The quote outlines the scope of deliverables, recommended technical stack, estimated costs, and a target estimated delivery date. Unless otherwise specified, quotes remain valid for thirty (30) calendar days from their date of issuance.

2.2 Order Confirmation: The contract is deemed concluded and binding once the signed quote (accompanied by the mention "Approved and agreed" or electronic signature) is returned to the Service Provider and the initial deposit has been cleared.

2.3 Scope Evolution & Additions: Any request for additional features, substantial scope changes, or work outside the initial quote will require a written amendment (addendum) or will be billed on an on-demand daily rate (TJM) basis.

Article 3. Rates and Payment Terms

3.1 Pricing: Prices are stated in Euros (€) excluding taxes (HT) or net of taxes according to the applicable French tax regime (e.g. VAT exemption pursuant to Article 293 B of the French General Tax Code, or applicable legal VAT).

3.2 Standard Payment Schedule: Unless agreed otherwise in writing, payments are staged as follows:

• Initial deposit (30% to 40%): due upon quote signature to reserve project scheduling and commence engineering.
• Intermediary milestones: specified on the quote for major projects (e.g., prototype validation or alpha/beta releases).
• Final balance: payable upon final delivery, acceptance testing, and official public go-live.
• Time & Material / Daily Rate (TJM): invoiced monthly or bi-weekly based on actual validated activity timesheets.

3.3 Payment Methods & Terms: Invoices are payable via bank transfer (IBAN/BIC provided on invoices) within thirty (30) calendar days from the invoice issuance date.

3.4 Late Payments: In accordance with Article L. 441-10 of the French Commercial Code, late payments automatically incur statutory late penalties calculated on the ECB refinancing rate plus 10 percentage points, along with a mandatory statutory recovery compensation fee of €40 for professionals. The Service Provider reserves the right to suspend all ongoing work until full settlement.

Article 4. Collaboration and Client Obligations

4.1 Active Cooperation: Successful digital delivery relies on prompt collaboration. The Client agrees to supply all required assets, brand guidelines, high-resolution imagery, finalized copy, server access credentials, API keys, and testing feedback within reasonable, agreed timeframes.

4.2 Intellectual Property of Provided Content: The Client warrants that they hold all intellectual property rights and authorizations for all materials provided and shall hold harmless the Service Provider from any third-party copyright claims.

4.3 Client Delay Consequences: Any delay caused by the Client in providing necessary materials or approving milestone stages automatically extends project timelines accordingly without liability on the Service Provider's part.

Article 5. Execution Timelines and Development Workflow

5.1 Target Delivery Date: Delivery timelines stated on quotations represent target estimates established under normal engineering workflows following Agile methodologies. The Service Provider is bound by an obligation of means (best efforts) and not an obligation of absolute result.

5.2 Ongoing Development in Maintenance Mode: Following quote confirmation and initial deposit, the website or digital project is hosted on a staging server or beneath a "Maintenance Mode" screen, allowing the Client to monitor progress live. Continuous development continues until final Client approval and public launch (subject to a contractual limit of three (3) years maximum from quote signing).

5.3 Hosting & Domain Fees: Throughout this engineering lifecycle, recurring server hosting, domain name, and cloud infrastructure fees remain the sole responsibility of the Client under their direct provider subscriptions (e.g., OVHcloud).

Article 6. Acceptance Testing and Official Go-Live

6.1 Staging Phase: Once engineering work outlined in the quote is complete, the Service Provider notifies the Client of availability for User Acceptance Testing (UAT).

6.2 Tacit Acceptance (15 Days): The Client has fifteen (15) calendar days from notification to review deliverables and report any substantiated non-conformity against initial specifications in writing. In the absence of written objections within this 15-day period, deliverables are deemed definitively and tacitly accepted without reservation, making the final balance invoice immediately payable.

6.3 Public Launch: Lifting maintenance mode and transitioning to official public production occurs upon full payment and clearance of all outstanding balances.

Article 7. Intellectual Property & Transfer of Rights (100% Client Ownership)

7.1 Full Ownership Transfer upon Full Payment: Subject to the effective and complete payment of all invoices, the Client receives 100% full ownership of all custom source code, specialized scripts, database schemas, graphic layouts, and project assets developed specifically for the assignment.

7.2 Retention of Title: The Service Provider retains full, exclusive ownership of all deliverables, scripts, and source code until complete settlement of all agreed fees. Any commercial exploitation, duplication, or reproduction prior to full payment is strictly prohibited and constitutes copyright infringement.

7.3 Third-Party & Open-Source Libraries: Integrated open-source packages, third-party libraries, CMS components, and font licenses remain governed by their respective licenses (MIT, Apache, GNU GPL, etc.).

7.4 Portfolio Reference Rights: Unless explicitly restricted by a non-disclosure agreement (NDA) signed prior to project kickoff, the Service Provider reserves the right to showcase the completed project (client name, logo, screenshots, and technical summary) within their professional portfolio on kavirthan.com, CV, and professional networks.

Article 8. Hosting, Domain Names, and Third-Party Services

8.1 Hosting Responsibilities: The Service Provider is not a hosting provider in the legal sense. Web servers, SSL certificates, domain names, and business mailboxes are registered directly by the Client with recognized hosting operators (such as OVHcloud). Ongoing renewals remain the Client's sole responsibility.

8.2 Third-Party Accounts & Payment Gateways: External service accounts (Apple Developer Program, Google Play Console, Stripe, PayPal, SMS/Email transactional relays) must be registered in the Client's name and funded directly by the Client.

8.3 Third-Party Incident Disclaimer: The Service Provider cannot be held liable for third-party hosting downtimes, hardware failures, DNS outages, or cyberattacks originating on external infrastructure.

Article 9. Post-Launch Warranty and Ongoing Maintenance

9.1 Initial Corrective Warranty (30 Days): Deliverables include a thirty (30) calendar day bug-fixing warranty starting from public launch, during which the Service Provider resolves reproducible blocking defects attributable to custom code at no additional charge.

9.2 Warranty Exclusions: This warranty does not cover:

• Modifications or code tampering performed by the Client or any unauthorized third party.
• Hosting configuration errors or uncoordinated server changes.
• Incompatibilities caused by major unexpected external updates to browsers, operating systems, or third-party APIs after launch.
• Malware, security breaches, or force majeure events.

9.3 Post-Warranty Evolution: Following the 30-day warranty, further updates, feature enhancements, or maintenance can be contracted through dedicated maintenance agreements or billed on an hourly / daily rate (TJM).

Article 10. Liability and Limitation of Liability

10.1 Direct Damages: The Service Provider is liable solely for direct, foreseeable, and proven damages resulting from a verified failure of contractual obligations under an obligation of best efforts.

10.2 Indirect Damages Excluded: Under no circumstances shall the Service Provider be liable for indirect damages, lost profits, loss of revenue, business interruption, reputational harm, data loss, or third-party claims.

10.3 Liability Cap: Total aggregate liability of the Service Provider for any claim arising out of or related to this agreement is strictly capped at the total amount actually paid by the Client for the specific service in dispute.

10.4 Client Backup Duty: The Client is solely responsible for creating and maintaining regular backups of their data, databases, and operational assets.

Article 11. Cancellation and Termination

11.1 Client Cancellation: Should the Client cancel an order after quote approval, the initial deposit is permanently retained by the Service Provider as contractual compensation. Furthermore, all work, development hours, and deliverables produced up to the notice date shall be immediately billed and payable.

11.2 Termination for Cause: Either party may terminate the contract upon material breach by the other party not remedied within thirty (30) days of formal written notice sent by registered mail.

11.3 Right of Withdrawal: Consumers under EU consumer law hold a 14-day withdrawal right, unless they have requested express performance prior to deadline expiry. For business-to-business (B2B) transactions, no statutory withdrawal right applies.

Article 12. Confidentiality and Data Protection (GDPR)

12.1 Confidentiality: Both parties agree to keep all technical, financial, and strategic information shared during the engagement strictly confidential.

12.2 GDPR Compliance: Data collected during commercial interactions is processed in compliance with the EU General Data Protection Regulation (GDPR 2016/679) solely for order processing and invoicing. To exercise your rights of access, rectification, or erasure, contact contact@kavirthan.com.

Article 13. Force Majeure

Neither party shall be held liable for failure or delay in executing their obligations due to force majeure events as defined by Article 1218 of the French Civil Code (severe natural disasters, pandemics, widespread telecommunications or power grid failure).

Article 14. Applicable Law and Dispute Resolution

14.1 Governing Law: These Terms and any agreements concluded hereunder are governed by and construed in accordance with French law, excluding international sales conventions.

14.2 Amicable Settlement: In the event of any dispute, the parties formally agree to seek an amicable resolution through good-faith negotiation prior to legal action.

14.3 Jurisdiction: Failing amicable agreement within thirty (30) days from written dispute notice:

• For B2B disputes: Exclusive jurisdiction is granted to the competent courts of TOULOUSE (France), including in instances of multiple defendants or third-party warranty claims.
• For consumer disputes: Jurisdiction follows standard rules defined under civil procedure and consumer protection law.