Terms and Conditions of Sale

These general terms and conditions of sale (hereinafter "T&C") define the rights and obligations of the parties in the context of all services offered by IT Luxuoso, a micro-enterprise registered with the Trade and Companies Register under SIRET number 91860107100023 and managed by Mr. Luidgi Carolina-Litan. Services include website creation, graphic design, digital promotion services, maintenance and hosting, as well as any related service described in the specific conditions.

Any order placed with IT Luxuoso implies the client's unreserved acceptance of these T&C. These T&C prevail over all other documents, including the client's general purchase conditions, except for specific conditions expressly agreed upon in writing between the parties.

The contractual relationship between IT Luxuoso and the client is governed by the following documents, listed in decreasing order of priority in case of contradiction:

1. Specific Conditions (SC): they describe the scope of services, deliverables, amount and payment terms (full payment, deposit or installment) as well as any specific clause.
2. Possible annexes (technical documents, specifications, schedules).
3. Validation Form (VF) when required.
4. General Terms and Conditions of Sale (T&C): they establish the general framework of the contractual relationship.

The contract is formed upon joint signature of the SC and T&C. The signature can be handwritten or electronic via a qualified signature service within the meaning of Regulation (EU) No. 910/2014 (eIDAS). Each page must be initialed, with the mention "read and approved", signature of the authorized person and, where applicable, company stamp. No work begins before complete signature and, where applicable, payment of the deposit provided for in the SC.

Payment terms (full, deposit or internal credit) are specified in the SC.

These T&C are permanently accessible on IT Luxuoso's website at: https://itluxuoso.com/en/tos/

In accordance with Article L441-1 of the French Commercial Code, these T&C are communicated to any professional buyer who requests them.

IT Luxuoso offers:

• website creation (showcase, e-commerce, multi-page or custom);
• graphic design (logos, graphic charters, flyers, page mockups and pattern library);
• online promotion and visibility services;
• website hosting and technical maintenance;
• assistance and optimization services;
• any accessory or complementary service agreed in the SC.

The details, exclusions and limits of each service are defined in the SC. Any service not expressly provided for will be subject to a specific quote and amendment.

Due to the customized and bespoke nature of IT Luxuoso's services, no standard price list is included in these T&C. Prices, packages, options and payment terms are strictly defined in the Specific Conditions attached to the contract.

The client agrees to provide IT Luxuoso with all content and information necessary for service delivery (texts, images, credentials, logos, legal documents, technical access, etc.) within a maximum period of three (3) months from contract signature. After this deadline, IT Luxuoso will be released from its obligation to deliver the project and will retain, as a fixed and non-reducible compensation, all amounts paid.

The client must validate or reject IT Luxuoso's proposals within the period specified in the SC or, failing that, within fifteen (15) calendar days. Failure to respond in writing within this period constitutes tacit validation of the submitted proposal.

The client warrants that they hold all rights, authorizations and licenses necessary for the content they transmit to IT Luxuoso, and shall indemnify IT Luxuoso against any third-party claim in this regard.

For each graphic creation (logo, charter, flyer, website mockup, pattern library, etc.) and before any development, IT Luxuoso sends the client a Validation Form (VF) specifying the deliverables to validate. The client has fifteen (15) calendar days (unless a different deadline is indicated in the SC) to sign the VF. The signature constitutes final validation of the design; any subsequent modification gives rise to an amendment and additional billing in accordance with Article 10.

The absence of signature and return by the client within the allotted time constitutes tacit validation of the deliverable and authorizes IT Luxuoso to continue the subsequent phases of the project.

Maintenance terms (included services, number of interventions, service level) are defined in the SC. Unless otherwise stipulated, IT Luxuoso intervenes within an average period of two (2) weeks after written notification from the client.

Major anomalies must be reported by email to manager@itluxuoso.com within seven (7) calendar days following delivery or going live; beyond this period, any correction is considered an additional service and will be invoiced separately in accordance with Article 10.

6.1 Definition of a minor intervention

A minor intervention is any one-off modification that does not affect the structure or logic of the website and that can be carried out quickly, in less than one (1) hour of effective work, without impact on the database or code architecture.

6.2 Exhaustive list of minor interventions included in maintenance

Subject to the intervention caps defined in the SC, the only operations exhaustively listed below are considered as minor interventions included in the maintenance package:

• Modification of textual content on an existing page (corrections, addition or removal of sentences, information updates);
• Change of colors, typography or icons in the stylesheet to harmonize the website's appearance;
• Replacement or addition of an image or logo of equivalent size, without creation of a gallery or modification of the layout;
• Update of contact information (phone number, email address, postal address) or social network links;
• Addition, removal or modification of a button or link (e.g. URL correction);
• Minor layout adjustment: repositioning of a block, modification of margins or spacing, without complete redesign of the section;
• Modification of SEO meta-data (page title, description, alt tags) on an existing page;
• Addition or removal of an item in a menu or list (e.g. adding a tab to a navigation menu);
• Spelling corrections and updates to legal texts (T&Cs, legal notice) provided no substantial rewriting is requested;
• Modification of a form label (field name) without addition of new fields.

6.3 Limitative nature of the list

The list set out in Article 6.2 is limitative and exhaustive. Any intervention outside this list, or requiring a study and development time greater than one (1) hour, or involving a modification of the code architecture, database, page structure or application logic, will be subject to an additional quote and an amendment to the SC, in accordance with Article 10 hereof.

Notably excluded from the maintenance package, by way of indication and without limitation: the creation of new pages or templates, the integration of new features, the development or integration of third-party modules (payment, booking, member area, etc.), the graphic redesign of a section, bulk content migration, SEO optimization beyond the simple updating of tags, as well as any strategic consulting service.

6.4 Execution terms

Requests for minor interventions are sent by email to manager@itluxuoso.com and processed in the order of their receipt. IT Luxuoso reserves the right to group several requests within the same intervention session in order to optimize processing times. The maximum number of minor interventions included per period is specified in the SC; beyond that, each additional intervention is billed at the hourly rate in force.

When hosting is provided by a third-party provider, IT Luxuoso exercises no control over the infrastructure. It cannot therefore be held responsible for failures, interruptions, attacks or data loss related to the hosting provider or external events (network failure, scheduled maintenance, cyberattack, third-party service failure).

More generally, IT Luxuoso disclaims all liability in case of service interruption due to causes beyond its control.

In case of force majeure, within the meaning of Article 1218 of the French Civil Code, preventing the execution of its obligations (natural disaster, major technical infrastructure failure, unforeseeable and irresistible event, binding governmental measures), IT Luxuoso may suspend service execution for the duration of the event without the client being able to claim compensation.

The occurrence of force majeure suspends IT Luxuoso's obligations for the entire duration of the event and cannot in any case engage its liability or give right to compensation or refund. If the force majeure event continues beyond sixty (60) days, each party may terminate the contract by registered letter with acknowledgment of receipt, without compensation on either side, the sums already paid remaining acquired by IT Luxuoso pro rata to the services performed.

Payment terms are defined in the SC. Payments can be made by bank transfer, credit card, direct debit or cash (within legal limits).

IT Luxuoso may offer installment payment equivalent to internal credit over 12, 24 or 36 months. Acceptance of such credit irrevocably commits the client to pay all scheduled installments, even in case of termination. The SC specify credit conditions (monthly payments, deadlines, fees).

In case of payment default, a collection procedure is initiated in accordance with Article 13 of these T&C (formal notice, penalties, compensation and possible website deactivation).

No discount is granted for early payment, unless otherwise stipulated in the Specific Conditions.

In case of direct debit failure (opposition, lack of funds, closed account, exceeded bank limit), the installment concerned is immediately considered unpaid and the penalties provided for in Article 13 become due by operation of law.

When installment payment or internal credit is granted, a single invoice corresponding to the entire service is issued upon contract signature. Monthly payments debited or paid according to the schedule do not modify the existence of the total debt, which remains legally acquired, without making the entirety of future monthly payments immediately due. Early payment only occurs in cases provided for in Article 13.

As IT Luxuoso is subject to a taxation regime on received income, single invoicing does not imply immediate receipt of all invoiced amounts, which are only declared at the time of their actual receipt.

Subscriptions, particularly maintenance subscriptions, are concluded for a minimum period of twenty-four (24) months. At the end of the initial period, they are tacitly renewed for successive periods of one (1) year.

The client may terminate at the end of the initial period, or at the end of each renewal period, by respecting a notice period of one (1) month notified by registered letter with acknowledgment of receipt. The notice period runs from receipt of the letter by IT Luxuoso. Any early termination before the initial term makes immediately due the amounts owed until the contractual term, increased by the penalty provided for in Article 13.

In accordance with Article L215-1 of the French Consumer Code, where the client is a consumer, IT Luxuoso informs them in writing, no earlier than three (3) months and no later than one (1) month before the end of the period authorizing rejection of renewal, of the possibility of not renewing the contract.

Any request not included in the contractual documents (page addition, new feature, modification of validated design, urgent optimization, intervention outside the scope defined in Article 6.2, etc.) will be treated as additional service.

It will only be executed:

• after establishment of a complementary quote;
• after signature of an amendment to the SC;
• after payment of the amount due or the planned deposit.

In the absence of compliance with these cumulative conditions, IT Luxuoso will not execute the service, without its liability being engaged in this respect.

11.1 General Principle

IT Luxuoso remains the owner of all intellectual property rights attached to creations (website, source codes, mockups, native files, videos). Unless otherwise stipulated in the SC, the client has a simple right of use, non-exclusive and non-transferable, on the website and delivered creations, for the sole needs of their activity.

11.2 Rights Transfer Conditions

For websites, the possible transfer of source files and exploitation rights is subject to cumulative compliance with the following conditions:

1. full payment of the agreed price;
2. full payment of subscriptions until the minimum commitment term;
3. full repayment of any internal credit;
4. completion of a minimum period of 24 months of maintenance subscription;
5. absence of dispute or ongoing collection procedure;
6. payment of a transfer fee provided for in the SC.

For other deliverables (graphic design, videos...), terms for handing over source files are defined in the SC.

Before satisfaction of all these conditions, IT Luxuoso will not transmit either source codes or native files.

Unless expressly opposed in writing before contract signature, the client authorizes IT Luxuoso to cite their name, logo and screenshots of achievements for commercial reference purposes (website, social networks, portfolio, commercial materials).

The client accepts the addition of a mention at the bottom of the website indicating "Website created by IT Luxuoso" together with a link to IT Luxuoso's website. Any removal or modification of this mention requires IT Luxuoso's prior written agreement and may give rise to the invoicing of a fee whose amount is set in the SC.

In case of default payment of a monthly installment, whatever the cause, the installment concerned is immediately considered unpaid and gives rise by operation of law to the following measures:

13.1 Contractual Penalty

A late payment penalty of twenty-five percent (25%) of the unpaid monthly installment amount is applied.

13.2 Fixed Collection Compensation

In accordance with Articles L441-10 and D441-5 of the French Commercial Code, a fixed compensation of forty euros (€40) is due by operation of law to cover the first collection costs incurred by IT Luxuoso when the client is a professional. When costs actually incurred exceed this amount, additional compensation may be invoiced upon presentation of supporting documents.

13.3 Direct Debit Failure

Any direct debit failure (lack of funds, rejection, opposition, closed account, exceeded limit) constitutes non-payment resulting in immediate application of the above penalties.

13.4 Formal Notice Procedure

The client is formally notified to pay the unpaid installment by registered letter with acknowledgment of receipt or by any written means giving certain date. They have a period of fifteen (15) calendar days from sending the formal notice to regularize their situation.

13.5 Absence of Regularization

In the absence of payment within the indicated period:

• IT Luxuoso may deactivate access to the website or the service concerned, without this measure suspending the enforceability of the sums due;
• the file may be transferred to the partner collection agency;
• collection costs incurred are entirely at the client's expense.

13.6 Early Payment (exceptional cases)

In case of:

• two (2) consecutive non-payments,
• or non-payment accompanied by total absence of client response within fifteen (15) days,

IT Luxuoso may require immediate payment of the entire balance of remaining installments, without prejudice to the penalties provided for.

13.7 Subsidiary legal interest rate

In accordance with Article L441-10 II of the French Commercial Code, the minimum legal rate applicable in case of late payment corresponds to the semi-annual reference rate of the European Central Bank (ECB) increased by ten (10) points. This rate is only intended to apply on a subsidiary basis, the contractual rate of twenty-five percent (25%) being higher and therefore applicable as a priority.

IT Luxuoso disclaims all liability for indirect damages (loss of revenue, loss of data, loss of customers, damage to image, loss of profit). IT Luxuoso's liability is in any case limited to the total amount actually paid by the client for the service concerned during the twelve (12) months preceding the triggering event.

IT Luxuoso cannot be held responsible for consequences of non-compliant use or modification of deliverables by the client or a third party, nor for delays or damages caused by external factors, particularly hosting failures or internet network disruptions. The provider does not guarantee any results in terms of SEO or commercial performance.

Furthermore, deadlines possibly communicated to the client are given for information purposes only. Despite all reasonable efforts deployed to respect these deadlines and satisfy the client in the best conditions, IT Luxuoso cannot be held responsible for a possible delay, nor for any consequence related to this delay. No compensation, refund or penalty may be required for this reason.

The client remains solely responsible for the legality and compliance of content (texts, images, videos, logos, data) provided to IT Luxuoso. The client guarantees IT Luxuoso against any claim or action by third parties relating to this content and undertakes to hold it harmless from any conviction pronounced against it on this basis.

Any complaint must be addressed in writing to IT Luxuoso, at manager@itluxuoso.com, within fifteen (15) calendar days following delivery or online publication of the website or deliverable concerned. In the absence of complaint within this period, delivery will be deemed fully accepted by the client, without reservation, and cannot give rise to any subsequent dispute.

The parties will endeavor to resolve disputes amicably, particularly through recourse to a mediator. In the absence of an amicable solution found within thirty (30) days from the first written notification of the dispute, court jurisdiction is specified in Article 16.

These T&C are governed by French law.

In the absence of amicable agreement, any dispute relating to the execution or interpretation of the T&C will be subject to the exclusive jurisdiction of the courts of IT Luxuoso's registered office jurisdiction, in Fort-de-France, even in case of multiple defendants or third-party claims, and notwithstanding any contrary clause in the client's general purchase conditions.

As part of service delivery, IT Luxuoso may process personal data on behalf of the client. Such processing is carried out in accordance with Regulation (EU) 2016/679 (GDPR) and the amended French Data Protection Act of 6 January 1978 (Law No. 78-17).

When IT Luxuoso acts as a processor within the meaning of Article 28 of the GDPR, the respective commitments of the parties are specified in a "Personal Data Processing" annex attached to the SC.

If one of the clauses of these T&C is declared null or unenforceable by a final court decision, the other clauses remain fully in force. The parties will endeavor to replace the invalidated clause with a valid clause pursuing an equivalent purpose.

The fact that IT Luxuoso does not avail itself at any given time of any of the provisions of these T&C cannot be interpreted as waiving its right to avail itself thereof at a later date.

IT Luxuoso reserves the right to modify the T&C at any time. The version applicable to a given contract is the one in force on the date of signature of said contract, accessible at https://itluxuoso.com/en/tos/.