Terms of Sale

Service provider details

Company name

Kompa

Legal form

Simplified joint-stock company with a sole shareholder (SASU)

Share capital

EUR 1,000.00

Registered office

11 route de la Faisanderie, 78110 Le Vésinet, France

Registration

Versailles Trade and Companies Register (RCS) 106 806 268 (registered on 26/06/2026)

SIREN

106 806 268

Intra-EU VAT number

FR74 106 806 268

EUID

FR7803.106806268

President

Benoit Roubaud

Contact

hello@kompa.studio — https://kompa.studio

1. Purpose and scope

The purpose of these Terms is to define the conditions under which Kompa provides its client (the "Client") with services relating to the design, development, design and maintenance of digital products and tools (the "Services"), as described in the accepted quotation.

Any order implies the Client's unreserved acceptance of these Terms, which prevail over any other document of the Client, in particular its general purchasing conditions, save for Kompa's express prior written agreement. The fact that Kompa does not, at a given time, rely on any of these clauses shall not be construed as a waiver of its right to rely on them at a later date.

These Terms apply exclusively to relationships between Kompa and professional clients acting in the course of their business. In accordance with Article L. 441-1 of the French Commercial Code, they are provided to any professional Client upon request and constitute the sole basis of the commercial relationship. Any service intended for a consumer would be the subject of separate specific terms.

2. Quotation, order and formation of the contract

Each Service is the subject of a tailor-made quotation prepared by Kompa on the basis of the needs expressed by the Client. The quotation sets out, in particular, the description of the Services, the expected deliverables, the price, the indicative schedule and, where applicable, the assumptions and exclusions adopted.

Unless otherwise stated, the quotation is valid for thirty (30) days from its date of issue. Upon expiry of this period, Kompa reserves the right to revise it.

The contract is formed on the date on which the Client returns the quotation dated and signed, bearing the words "bon pour accord" (agreed), or expresses its acceptance by any equivalent writing (confirmation e-mail, online acceptance). Payment of the deposit also constitutes acceptance of the quotation and of these Terms.

3. Prices

Prices for the Services are stated in euros and exclusive of tax (HT). As Kompa is subject to VAT, value-added tax (VAT) at the applicable rate is added to the pre-tax price to determine the price inclusive of all taxes (TTC).

As the Services are provided on a tailor-made quotation basis, prices are set on a case-by-case basis. For indicative purposes only, the Services are offered from EUR 1,500 (excl. VAT), the final amount being the one set out in the accepted quotation.

The price is determined according to the scope defined in the quotation. Any request for a change, additional feature or change of scope ("out of scope") will be the subject of a separate amendment or additional quotation, subject to the Client's prior agreement.

4. Payment terms

Unless otherwise stated in the quotation, the order gives rise to the payment of a deposit on ordering, the balance being paid in accordance with the instalments or milestones defined in the quotation (in particular as deliveries or project phases progress).

Invoices are payable on receipt. The agreed payment period may not exceed the legal cap set out in Article L. 441-10 of the French Commercial Code, i.e. sixty (60) days from the invoice issue date (or forty-five days end of month where that arrangement is expressly agreed). Failing any agreed period, payment is due within thirty (30) days of receipt of the Services.

For professional Clients, any late payment automatically gives rise, without the need for any reminder, to the application of late-payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points. A fixed recovery-cost indemnity of EUR 40 is also payable, in accordance with Articles L. 441-10 and D. 441-5 of the French Commercial Code, without prejudice to additional compensation, on supporting evidence, where the costs actually incurred are higher.

In the event of late payment, Kompa reserves the right to suspend the performance of the Services in progress after formal notice that has remained unsuccessful, without such suspension being treated as a termination on its part.

5. Performance times

The Services are organised in phases or sprints, according to a schedule defined during the framing phase and specified in the quotation.

Performance times are provided for indicative purposes, save for Kompa's express and written firm commitment to a specific date. Save for any written commitment to the contrary, an overrun of a deadline may not give rise to cancellation of the order, to damages or to any deduction.

Deadlines are automatically extended in the event of delay, failure or breach by the Client of its cooperation obligations (in particular late provision of content, access or approvals), as well as in the event of force majeure.

6. Client obligations and cooperation

The proper performance of the Services requires the Client's active cooperation. In this respect, the Client undertakes in particular to provide, in good time, all the content, materials, information, access and authorisations required (texts, visuals, credentials, access to accounts and technical environments, etc.).

The Client warrants that it holds all the rights and authorisations required over the materials it provides to Kompa and shall indemnify Kompa against any third-party claim in this respect.

The Client appoints a competent contact person authorised to make decisions relating to the project. It undertakes to carry out the requested approvals within the agreed timeframes; failing a response within a reasonable time, the deliverables concerned shall be deemed accepted.

7. Intellectual property

Subject to full payment of the price, Kompa assigns to the Client, on an exclusive basis, the economic intellectual-property rights in the deliverables specifically developed for it (source code, design creations) as part of the Service, for the legal term of protection and worldwide. In line with Kompa's commitment, the delivered code thus belongs 100% to the Client after full payment.

Until the price has been paid in full, Kompa retains all rights in the deliverables, the Client having only a temporary right of use strictly necessary for acceptance testing.

The assignment does not cover the following items, which remain governed by their own terms: (i) the third-party components and open-source software incorporated into the deliverables, which remain subject to their respective licences and which the Client deals with as its own personal matter; (ii) Kompa's pre-existing or generic know-how, methods, tools, libraries, technical building blocks and reusable components, over which Kompa grants the Client a non-exclusive licence of use, only to the extent necessary to operate the deliverables.

Unless the Client objects in writing, Kompa may mention the Client's name and logo as well as a general description of the Services as a commercial reference.

8. Confidentiality

Each party undertakes to keep confidential information of any kind of which it becomes aware in connection with the performance of the contract and which is identified as confidential or may reasonably be presumed to be so. This undertaking remains in force throughout the term of the contract and for two (2) years following its end.

This undertaking does not cover information that has entered the public domain, information already known to the receiving party before its disclosure, or information whose disclosure is required by law or by a competent authority.

9. Warranties, acceptance testing and maintenance

On delivery, the Client carries out the acceptance testing (verification of conformity) of the deliverables against the agreed scope. Any anomaly must be reported in writing, in a detailed and reproducible manner, within the period set out in the quotation or, failing that, within a reasonable time. Once this period has elapsed without written reservation, or where the Client puts the deliverables into use, acceptance is deemed to have taken place.

Kompa undertakes to correct, at no extra cost, the duly characterised anomalies affecting the conformity of the deliverables and reported during the warranty period stated in the quotation. The warranty excludes anomalies resulting from a modification, a third-party intervention, non-compliant use, a defect in the content or environments provided by the Client, or a third-party component.

Corrective or evolutive maintenance and support beyond the warranty period are not included in the initial Service and are the subject of a separate quotation or a specific maintenance contract.

10. Liability

Kompa is bound by an obligation of means in the performance of the Services. Its liability can only be engaged in the event of proven fault and solely for direct and foreseeable damage suffered by the Client.

Indirect damage is expressly excluded, such as loss of turnover, profit, customers, data, image or commercial loss.

In any event, and save for gross negligence or wilful misconduct, Kompa's overall liability, for all causes combined, is limited to the total amount actually paid by the Client for the Service that gave rise to the damage. These limitations do not apply to bodily injury or to cases where the law prohibits their limitation.

11. Termination

In the event of a serious breach by one of the parties of its obligations that is not remedied within thirty (30) days of a written formal notice that has remained unsuccessful, the other party may terminate the contract automatically, without prejudice to any damages.

In the event of termination, the Services already performed or in progress at the effective date of termination remain payable to Kompa in proportion to the progress made, and the sums paid by way of deposit remain acquired by Kompa to the extent of the work carried out. The transfer of intellectual-property rights provided for in Article 7 only takes effect after full payment of the sums due.

12. Personal data

The processing by Kompa of personal data relating to the Client and its representatives in connection with the commercial relationship is described in the privacy policy.

Where, as part of the Services, Kompa processes personal data on behalf of and on the instructions of the Client (for example via the platform or application developed), Kompa acts as a processor within the meaning of Article 28 of Regulation (EU) 2016/679 (GDPR), and the Client as controller. The parties then enter into a data-processing agreement governing this processing (purposes, duration, security measures, possible use of other sub-processors, assistance and the fate of the data at the end of the contract).

13. Force majeure

Neither party may be held liable for a failure to perform its obligations resulting from a case of force majeure within the meaning of Article 1218 of the French Civil Code and the case law of the French courts. The prevented party informs the other as soon as possible; the obligations are suspended for the duration of the impediment. If the impediment is permanent or continues beyond two (2) months, the contract may be terminated automatically by either party.

14. Governing law and jurisdiction

These Terms and the contracts arising from them are governed by French law.

The parties shall endeavour to resolve amicably any dispute relating to the formation, interpretation or performance of these Terms. Failing an amicable agreement within thirty (30) days of the written notification of the dispute, express jurisdiction is granted to the competent courts within the jurisdiction of Kompa's registered office, including in the event of plurality of defendants, third-party proceedings or emergency proceedings, save for any mandatory legal provision to the contrary.

Contact

For any question relating to these terms of sale, you may write to hello@kompa.studio. See also our legal notice and our privacy policy.