Terms of Sale

These Terms of Sale (the “Terms”) govern the contractual relationship between Lunnar LLC (the “Provider”) and any legal entity or individual acting in the course of a business or profession (the “Client”) that orders one of the following services: the Process Map and Plan (Article 2), a custom project (Article 3), or the creation or redesign of a website (Article 4).

Where an agreement is signed between the parties (custom services agreement, hosting and maintenance agreement), that agreement alone governs the relationship for the service it covers, and these Terms do not apply to it. These Terms govern the Process Map and Plan ordered online, and any service for which no agreement is signed, in the following order of precedence: the accepted quote, then these Terms.

The exact scope of each service is set out in the agreement or quote accepted beforehand by the Client. What does not appear there is not owed; any additional request is the subject of an amendment or a new quote, accepted before the corresponding work begins.

The Provider is committed to delivering what the agreement or quote describes, not to a business result: the number of leads, revenue, search engine ranking or hours actually saved depend on factors outside the Provider's control, including how the Client uses what is delivered.

The Process Map and Plan is a paid, remote service. The Provider interviews the Client's people involved in the selected processes, identifies the repetitive tasks between its software tools, then delivers a written deliverable: the map of those processes and the plan for the recommended project. It includes no development work.

The price, exclusive of taxes, is the one in the grid published on the “Process Map and Plan” page of the Provider's website: it depends on the number of processes studied and the number of people interviewed. It is set in the agreement before any interview. It is payable in full when the order is placed; no interview takes place before payment is received.

Interviews may be recorded to prepare the deliverable. The Provider announces it orally at the start of each interview, each person interviewed may refuse the recording, and recordings are deleted no later than twelve (12) months after the deliverable is approved. They are hosted in the European Union.

The agreement is entered into between businesses, at a distance and by electronic signature: no withdrawal or cooling-off right applies. The Client may nevertheless renounce it in writing, on the terms of the agreement, which sets the part of the price retained by the Provider according to progress and the refund of the balance.

If the agreement so provides and the Client signs a project covering all or part of the processes studied within the period set in the agreement, the price of the Process Map and Plan is deducted from the price of that project, against the last installments of its balance. The discount applies only once; it is neither refundable nor convertible into cash.

The deliverable is not an offer for a project. The project is priced at the end of the Process Map and Plan and set out in a separate quote. The Client remains free to order nothing afterwards and then keeps the deliverable, on the terms of the agreement.

A custom project is a tool built for the Client that removes repetitive tasks between its software tools. It is priced at the end of the Process Map and Plan, then ordered through a quote and a custom services agreement that set its content, deliveries, schedule and price.

The price of the project is paid forty percent (40%) at signature, then the balance is spread over the deliveries, according to the payment schedule in the quote. Each installment is due on the date stated in the quote or, failing that, upon the corresponding delivery.

For each delivery, the Client has fourteen (14) calendar days to check it and to report in writing, in a single consolidated message, any discrepancy with what was planned. The agreement sets the number of correction cycles included for each delivery. Without a written reply when the period ends, the delivery is deemed accepted.

For sixty (60) calendar days following final acceptance of the project, the Provider corrects free of charge any nonconformity with what the agreement provided. The warranty does not cover a requested enhancement, nor a failure caused by a third party, by a change in one of the Client's software tools or by unintended use.

Hosting and maintenance of the tool are governed by the services agreement or by a separate hosting and maintenance agreement: term, notice period and price are set there. The agreement also states whether the source code is handed over to the Client; if so, the price reflects that handover. The Provider remains the owner of its reusable components, tools and know-how, which the Client may use as part of the delivered tool.

The Provider creates or redesigns websites on a quote basis, for French and foreign clients, including those who contact it through a freelance platform. The quote describes the content of the website, its pages, its features, the number of revision cycles included and the price.

The Provider delivers a test version. The Client has fourteen (14) calendar days to send its reservations in writing, in a single complete message. Without a reply when the period ends, the website is deemed accepted and the creation service is closed.

Revisions beyond the cycles included in the quote, or after the website has been accepted, are invoiced at the hourly rate stated in the quote, after the Client's written agreement. A module, a page, an online store, a client area or any other structural change not provided for in the quote is the subject of a new quote.

The price is paid as set out in the quote; absent a payment schedule, it is payable in full upon acceptance of the website. When the order comes through a freelance platform, that platform's rules govern the payment mechanics (escrow, fees, payment disputes) and these Terms apply for the rest.

The Client warrants that it holds the rights to the texts, images, logos and data it provides. After payment in full, the Provider assigns to the Client the rights to exploit (reproduce, modify, adapt and use) the final version of the delivered website, on the terms of the quote, except for the Provider's pre-existing elements, reusable components and tools, which remain its own; the Client receives the right to use them as needed for the website to operate.

The Client designates a point of contact, supplies within seven (7) days the information, access, content and approvals requested, and makes the people to be interviewed available. The Provider's deadlines are suspended for as long as the Client is late.

If the Client remains unresponsive for thirty (30) days after a written reminder, the project is put on hold. The Provider keeps the sums already paid, for the work performed. The project may resume on request, subject to a reactivation fee of ten percent (10%) of the remaining price and to the Provider's availability.

Prices are exclusive of taxes. They are stated in euros for a Client established in France or the European Union, and in U.S. dollars for a Client established in the United States. A quote is valid for thirty (30) days from its issue date.

The Provider is established in the United States. Sales, use, value added or similar taxes applicable to the services under the laws of the place where the Client is established are added to the invoice where required and are borne by the Client. For a Client established in France, French value added tax is self-assessed by the Client, the Provider not being subject to it.

Any sum unpaid when due bears interest as of right, without prior notice, at the European Central Bank rate plus ten (10) points, and a flat recovery fee of forty (40) euros is due. For a Client established in the United States, interest accrues instead at the rate of one percent (1%) per month, or the maximum rate permitted by applicable law if lower, from the due date until payment in full, and the Client reimburses the reasonable collection costs. The Provider may suspend its work when an installment remains unpaid fifteen (15) days after written notice.

Where the Provider hosts and maintains a tool or a website, an agreement or the quote sets the term, the termination notice, the price and the service levels. The Provider is bound by an obligation of reasonable efforts: availability depends on the underlying infrastructure providers.

After a written reminder, a second notice and a further forty-eight (48) hours, the Provider may suspend access to the service. It restores access as soon as payment is received.

The domain name belongs to the Client and is registered in its name. At the end of the agreement, what happens to the hosted tool or website, the code and the data follows the provisions of the agreement concerned; in every case the Client obtains, once and free of charge, an export of its content and data in a standard format.

The content and data supplied by the Client, and those generated by operating the tool or website, belong to the Client. The Client's rights in what is delivered are those set by the agreement or quote, after payment in full.

The Provider's methods, templates, reusable components and tools, whether pre-existing or developed during the services without being specific to the Client, remain its property.

The Provider cites the Client's name or logo as a business reference only with the Client's written consent, including by email.

Each party keeps confidential the other's non-public information to which it has access, uses it only to perform the agreement and does not disclose it without written authorization, during the term of the agreement and for three (3) years after.

Where the Provider processes personal data on the Client's behalf, it acts as a processor within the meaning of Regulation (EU) 2016/679 (GDPR), where it applies, under the provisions of the agreement concerned and its schedule. The data is hosted in the European Union. For its own processing, the Provider refers to its privacy policy.

The Provider's liability is limited to direct, actual and proven damages, and may not exceed, unless the agreement provides otherwise, the sums paid by the Client for the service giving rise to the damage. Indirect damages (lost revenue, lost customers, data not backed up by the Client) are excluded.

Neither party is liable for a failure caused by force majeure, meaning an event beyond its reasonable control that could not reasonably have been foreseen when the agreement was signed and whose effects cannot be avoided by appropriate measures, including the failure of an infrastructure provider or a cyberattack that such measures could not have prevented.

During the term of the agreement and for twelve (12) months after, neither party solicits for hire the personnel or subcontractor of the other who took part in the services, except with written consent. The party in breach compensates the other for the loss suffered.

Each agreement lasts for the duration of the services, or the term it sets for a subscription. In the event of a material breach by a party that continues fifteen (15) days after a written notice describing it precisely, the other party may terminate the agreement as of right. Sums owed for work already performed remain due.

These Terms are written in French and in English. For a Client established in the United States, they are governed by the laws of the State of Wyoming, United States of America, without regard to its conflict-of-laws rules, and the English version is the authoritative one. For a Client established in France or the European Union, they are governed by French law, and the French version prevails in case of discrepancy.

In the event of a dispute, the parties first seek an amicable settlement within thirty (30) days of the written notice of the dispute. Failing that, for a Client established in the United States, the state and federal courts located in Wyoming have exclusive jurisdiction; for a Client established in France or the European Union, the Paris commercial court (tribunal des activités économiques) has sole jurisdiction, unless a mandatory rule provides otherwise.

Agreements and quotes may be signed electronically. The parties acknowledge that such a signature, the evidence file of the electronic signature provider and the emails exchanged have the same value as a handwritten signed document, in accordance with applicable electronic signature laws, including the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act).