These terms of business govern the services provided by CASTEX, SIREN 908 200 207, 12 Rue Jean de Beauvais, 75005 Paris, France ("Castex", "we") to its clients ("the Client"). Section 18 also covers use of this website.
1. Scope and order of precedence
These terms apply to every proposal, order and project. If a signed proposal contains different conditions, the proposal takes precedence for that project. The Client's own general purchasing conditions do not apply unless Castex has accepted them in writing.
2. Professional clients
Our services are offered to businesses and professionals acting for purposes related to their trade. They are not offered to consumers.
3. Proposals and formation of the contract
Each project is described in a written proposal setting out the scope, deliverables, milestones, price and schedule. A proposal is valid for the period stated in it. The contract is formed when the Client accepts the proposal in writing, by signature or by email.
4. Client cooperation
The Client provides, on time, the information, content, access and decisions needed for the project, and appoints a contact person with authority to approve deliverables. The Client confirms that it holds the rights to any materials it supplies, such as texts, images, logos and data. Delays caused by missing input may move the schedule accordingly.
5. Delivery and acceptance
Deliverables are provided at each milestone for review. The Client reports any non-conformity with the agreed scope in writing, with enough detail to reproduce it, within the acceptance period stated in the proposal. If no period is stated, a deliverable is considered accepted when it is used in production or when no material non-conformity is reported within fifteen days of delivery. Castex corrects reported non-conformities within a reasonable time.
6. Changes to the scope
Requests that change the agreed scope are handled in writing. Castex states the effect on price and schedule before the change is carried out, and the change applies once the Client approves it.
7. Prices and payment
Prices are those in the proposal and are stated excluding VAT, which is added at the applicable rate. Unless the proposal says otherwise, invoices are issued per milestone and are payable within thirty days of the invoice date. No discount is granted for early payment.
In accordance with articles L441-10 and D441-5 of the French Commercial Code, any late payment automatically incurs late payment penalties at the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points, and a fixed recovery indemnity of €40 per invoice. If actual recovery costs are higher, additional compensation may be claimed on proof. After written notice that remains unpaid for fifteen days, Castex may suspend work until payment is received.
8. Intellectual property
Upon full payment of the price of a milestone, Castex assigns to the Client, on an exclusive basis, the economic rights to the deliverables created specifically for the Client under that milestone, including source code, designs and documentation. The assignment covers the rights of reproduction, representation, adaptation, translation, modification, distribution and commercial exploitation, on all media and in all formats, known or future, worldwide and for the full legal term of protection, in accordance with article L131-3 of the French Intellectual Property Code. Until full payment, the Client may use the deliverables only for testing.
Tools, libraries, components and know-how that Castex owned before the project or develops independently of it remain the property of Castex. Where they are included in a deliverable, Castex grants the Client a non-exclusive, perpetual, worldwide and royalty-free licence to use, modify and distribute them as part of that deliverable.
Third-party and open-source components remain subject to their own licences. Castex identifies the significant ones on request and does not include components whose licences are incompatible with the intended use agreed in the proposal.
Castex may name the Client as a reference or describe the project publicly only with the Client's prior written consent.
9. Accounts, source code and data
App store developer accounts, cloud and hosting accounts, domain names and analytics accounts should be registered in the Client's name. Where Castex opens such an account for the Client, it does so on the Client's behalf and transfers it on request once the related invoices are paid. Source code is kept in a repository the Client can access, and the Client's data remains the Client's property. At the end of the relationship, Castex returns or deletes Client data, as the Client instructs, except where the law requires it to be kept.
10. Confidentiality
Each party keeps confidential the non-public information it receives from the other and uses it only for the project. This obligation continues for three years after the end of the contract. It does not apply to information that is public, already lawfully known to the receiving party, or that must be disclosed by law.
11. Personal data processed for the Client
Where Castex processes personal data on behalf of the Client while carrying out a project, the Client acts as controller and Castex as processor. The parties then agree data processing terms meeting article 28 of the GDPR. Personal data that Castex processes for its own purposes is described in our privacy policy.
12. Nature of our commitment
Castex performs its services with the care and skill expected of a professional software developer. This is an obligation of means (obligation de moyens). Castex cannot promise a particular commercial result, and decisions of third parties such as Apple and Google on app review, store policies or rankings are outside its control. Castex will, however, help the Client respond to review feedback within the agreed scope.
13. Liability
Castex is liable only for direct damage proven by the Client and resulting from a breach of its obligations. It is not liable for indirect damage, including loss of profit, revenue, business, reputation or data. The total liability of Castex for a project is limited to the amount paid by the Client for that project during the twelve months preceding the event giving rise to the claim. These limits do not apply to gross negligence, wilful misconduct, bodily injury or any liability that cannot be limited by law. The Client remains responsible for keeping backups of its own data and systems.
14. Force majeure
Neither party is liable for a failure caused by force majeure within the meaning of article 1218 of the French Civil Code. The affected party informs the other promptly. If the event lasts more than sixty days, either party may terminate the affected project by written notice, and work performed until then is paid.
15. Subcontracting
Castex may use subcontractors for parts of a project and remains responsible to the Client for their work.
16. Termination
If a party seriously breaches its obligations and does not remedy the breach within thirty days of a formal written notice, the other party may terminate the contract by registered letter or email with acknowledgement of receipt. In all cases, work performed up to termination is invoiced and paid, and intellectual property rights are assigned only for deliverables that have been paid in full.
17. Independent parties
The parties act as independent contractors. Nothing in these terms creates an employment relationship, partnership or joint venture.
18. Use of this website
The content of castex.online is provided for general information about our services and does not constitute a binding offer. Texts, graphics, the logo and the design of the site are protected by intellectual property law and may not be reproduced without our permission. Links to other websites are provided for convenience; we are not responsible for their content. Details of the site publisher are given in the legal notice.
19. Governing law and disputes
These terms and every contract they govern are subject to French law. The parties will first try to settle any dispute amicably for thirty days from written notice. Failing that, the courts with jurisdiction for Paris have exclusive jurisdiction, including in the case of multiple defendants, third-party claims or urgent proceedings.
20. Changes and contact
Castex may update these terms. The version in force on the date a proposal is accepted applies to that project. Questions about these terms can be sent to [email protected].