General Terms and Conditions of Sale

Version dated October 1, 2026

These general terms and conditions of sale (hereinafter the "T&Cs") are offered by BOLK STUDIO, a limited liability company (société à responsabilité limitée) with a share capital of 1,000 euros, whose registered office is located at 58 rue de Monceau, 75008 Paris, France, registered with the Paris Trade and Companies Register under number 943 108 134, represented by Ms Daphné HERAIZ-BEKKIS and Amélie Guider in their capacity as Managers (hereinafter "Bolk Studio").

This English version is provided for information purposes only. In the event of any discrepancy or difference of interpretation between the French and English versions, the French version, available here, shall prevail.

Chapter 1. Contractual Framework

1. Preamble

Bolk Studio offers any natural or legal person acting in the course of its professional activity (hereinafter the "Client") design, production, development, maintenance and optimization services for digital solutions, in particular websites and web and mobile applications (the "Services").

In the course of performing the Services, Bolk Studio creates and delivers to the Client the deliverables corresponding to the Services, such as documents, specifications, reports, methodologies, procedures, analyses, documentation, software developments, configurations, interfaces, integration scripts, preparatory work, source files, databases, graphic elements, design, object code, source code, mockups, prototypes, interactive modules and any other work prepared, created, developed and/or improved for the benefit of the Client (the "Deliverables").

The Services are presented on Bolk Studio's website available at https://www.bolk.studio/ (hereinafter the "Website").

The Client acknowledges and declares that it has read all the documentation sent to it and has understood the presentation of the Services made to it, so that it enters into the contract with full knowledge of the facts, after having ensured that the Services are suited to its needs. The Client acknowledges that the level of pre-contractual information provided by the Service Provider is limited to the Service Provider's knowledge of the Client's projects and needs as stated by the Client.

2. Purpose of the Contract and Contractual Documents

These T&Cs set out the conditions under which Bolk Studio performs the Services, the respective rights and obligations of Bolk Studio and the Client in this context, and the conditions for the assignment of intellectual property rights in the Deliverables. They constitute the basis of the commercial negotiation between Bolk Studio and the Client, in accordance with Article L.441-1 of the French Commercial Code.

The contract entered into between Bolk Studio and each of its Clients consists of the following documents:

Bolk Studio's quote accepted by the Client (the "Quote");
These T&Cs (together, the "Contract").

The Quote includes a reference to the T&Cs. Accordingly, acceptance of the Quote necessarily entails the Client's full and unreserved acceptance of these T&Cs.

These T&Cs prevail over any conflicting terms, in particular those arising from any general purchasing conditions of the Client. However, the Quote shall prevail over the T&Cs in the event of any conflict.

Bolk Studio reserves the right to modify and/or adapt these T&Cs at any time. In any event, only the version in force on the date the Client accepts the Quote shall apply. In the event of a substantial modification of these T&Cs during the performance of the Services, the Client will be informed by email.

3. Entry into Force and Term of the Contract

The Contract enters into force on the date the Quote is signed by the Parties. It is entered into for the term stated in the Quote and in any event remains applicable throughout the performance of the Services.

Chapter 2. Services

4. Ordering Services

The Quote is prepared in collaboration with the Client according to its needs and on the basis of the information provided by the Client.

Upon receipt of the Quote, the Client must, if it accepts its terms and the conditions for performing the Services, return it duly accepted to Bolk Studio. Acceptance of the Quote constitutes evidence of the Client's final commitment to receive the Services. Once the Quote has been accepted, the Contract cannot be cancelled by the Client.

If the Client wishes to modify all or part of the Services initially ordered in the accepted Quote, it must inform Bolk Studio in writing as soon as possible. Any modification or adaptation of the order for Services at the Client's request may be subject to an additional quote. If the Client refuses the new quote, the scope of the initial Quote shall continue to apply.

5. General Conditions for Performing the Services

The Services are performed in accordance with the Quote. They begin with a kick-off meeting.

The Services are performed and the Deliverables are sent to the Client according to the schedule set out in the Quote. However, Bolk Studio shall not be bound by said schedule if the Client fails to meet its obligations, in particular in the event of delay in sending the briefs, documents and/or information requested from the Client and/or failure to approve the proposals made by Bolk Studio.

In any event, Bolk Studio undertakes to exercise all necessary care and diligence to provide quality Services, in accordance with the Quote and with industry best practices. Bolk Studio performs the Services under a best-efforts obligation (obligation de moyens).

6. Performance of Website, Web Application or Mobile Application Creation Services

6.1. Client Brief

The creation Services ordered and the corresponding Deliverables will be produced by Bolk Studio on the basis of the information and data provided by the Client. Accordingly, the Client undertakes to provide Bolk Studio, prior to any work, with a detailed brief of its instructions containing all the information, elements, content and specifications necessary for Bolk Studio to properly understand its needs.

The brief must be sufficiently precise and complete to enable Bolk Studio to perform the Services in accordance with the stated expectations and the terms of the Quote. The Client shall send Bolk Studio any additional information to supplement the brief upon Bolk Studio's request.

6.2. Acceptance Testing of Deliverables and Conformity

The Client is required to approve the Deliverables when they are sent by Bolk Studio and in particular to verify their conformity with the Quote and that they function properly.

To this end, the Client carries out the necessary tests, in particular regarding the conformity, stability and reliability of the Deliverables and the absence of anomalies, meaning any malfunction or bug preventing or limiting access to or use of the Deliverables.

Acceptance testing of the Deliverables is organized in distinct and successive phases, defined in the project schedule. By way of indication, these phases may include, without limitation: content review (copywriting and visuals), design review, and development/integration review.

Each review phase results in the Service Provider issuing a Deliverable subject to the Client's approval within the timeframe indicated in the roadmap, starting from its receipt. After this period, the Deliverable is deemed tacitly approved.

The Client acknowledges and accepts that each review phase is limited to a maximum of two (2) notifications by the Client with two (2) resubmissions of a corrected version of the Deliverables, it being specified that the second review round is the last and may not give rise to further reviews.

If the Client does not notify any anomaly within this period, or if the Client implements the Deliverables, the Client shall be deemed to have approved and accepted the Deliverables.

Express or tacit approval of a review phase is final and irrevocable. It constitutes acceptance of the relevant Deliverable and precludes any reconsideration of approved elements during a subsequent phase. Thus, for example, approval of the design may not be called into question during the development/integration review phase.

In addition, the Client shall have thirty (30) days after the project goes live to notify Bolk Studio in writing, by any means, of any claim regarding non-conformity of the Deliverables with the initial Quote that does not result from modifications made by the Client (or a third party) after delivery. Such non-conformity claims may relate to the following (exhaustive list): bugs, discrepancies with the approved mockups, minor adjustments related to the intended functioning. Any claim must be duly substantiated and accompanied by all the information necessary for its correction. Failing notification within the above period, the Client acknowledges that the Deliverables shall be deemed compliant without reservation.

Any change, modification or addition of features not provided for in the initial Quote, such as in particular new ideas, new screens, new sections, a change of direction and, more generally, any content added late that requires the structure of the Deliverables to be redone, shall be subject to a new quote, requiring the Client's prior acceptance.

7. Performance of Maintenance and Training Services

Bolk Studio provides maintenance services on the Deliverables produced by the Client and on any pre-existing element that the Client sends to it (the "Maintained Elements"). The Client warrants that these Maintained Elements meet the requirements set out in the warranties below.

7.1. Evolutive Maintenance

As part of evolutive maintenance, Bolk Studio may develop and integrate new features into the Maintained Elements. Such changes will be described in a Quote.

The Service Provider does not commit to any completion time for the requested changes. Work planning is solely a matter of its internal organization. Proper performance of the Services is conditional upon the Client making the necessary Maintained Elements (information, access, approvals, content, etc.) available in good time. Any delay in providing these Maintained Elements shall automatically result in an equivalent postponement of any indicative timeframes communicated, without the Service Provider being held liable in this respect.

7.2. Corrective Maintenance

Bolk Studio undertakes to provide corrective maintenance Services on the Maintained Elements with responsiveness and diligence.

The Services are performed Monday to Friday, between nine (9) a.m. and six (6) p.m., excluding public holidays in France (the "Coverage Period").

Bolk Studio provides support and assistance to the Client via a ticketing system allowing it to report any difficulty or anomaly encountered with the Deliverables, its website and/or its solution, and undertakes to perform the Services within the response times defined below.

Incidents are classified according to their severity, as follows:

Blocking: major incident resulting in the total unavailability of the Client's services.
Non-blocking: the main functions of the Client's services can be used, but with a degraded service having a minor impact on the Client's business.

Bolk Studio undertakes to respond to and handle incidents within the times indicated below during the Coverage Period.‍

Incident priority level: Blocking - Response time: 5 hours

Incident priority level: Non-blocking - Response time: 48 hours

These times are suspended during any period in which Bolk Studio is awaiting information, approval or confirmation from the Client or a third party, as well as while the Client or a third party is testing the fix provided.

Bolk Studio undertakes to fix incidents as quickly as possible.

Pending a definitive fix, Bolk Studio may propose a workaround that does not significantly degrade the operation or performance of the Client's services. Once the Client accepts this workaround, the resolution time stops running. The Client may only refuse such a workaround for duly justified reasons communicated in writing.

Corrective maintenance Services do not cover requests for changes, modifications or additions of features to the Maintained Elements, which shall necessarily be subject to a new quote requiring the Client's prior acceptance.

7.3. Training

Bolk Studio provides training sessions whose dates and prices are defined in the Quote. The Client undertakes to be available on the agreed dates. Any unavailability of the Client may result in the training being postponed under the conditions specified by Bolk Studio.

8. Subcontracting

By signing the Contract, the Client expressly authorizes Bolk Studio to subcontract all or part of the performance of the Services to any third party of its choice having the skills and guarantees necessary for the proper performance of the Services.

Bolk Studio remains responsible to the Client for the proper performance of the subcontracted Services.

The use of subcontracting shall in no event be considered an assignment of the Contract and does not grant the Client any direct rights against Bolk Studio's subcontractors.

Chapter 3. Financial Terms

9. Price

The price of the Services is stated in the Quote excluding taxes ("excl. VAT").

The Services are invoiced to the Client on the basis of Bolk Studio's prices in force on the date the Quote is issued, and may be invoiced on a fixed-price basis, at a rate, or as part of a pack of hours at a degressive rate, in accordance with the terms specified in the Quote duly accepted by the Client. Details of Bolk Studio's offers, prices and terms are provided for information purposes on the Website.

Prices are payable in euros. They are firm and not subject to revision during their period of validity.

Maintenance prices are revised annually on the basis of the Syntec index published by the Fédération Syntec, according to the following formula:

P1 = P0 × (S1 / S0)

Where:

P1 = revised price
P0 = initial price stated in the Quote
S1 = latest known value of the Syntec index on the revision date
S0 = value of the Syntec index on the date the contract was signed

The revision takes effect automatically on each anniversary of the contracting of the Services, without the Client needing to be informed in advance. If the index is no longer published, the parties agree to refer to the officially designated replacement index or, failing that, to consult each other to agree on a substitute index.

Any change in the scope of the Services during the engagement, or any order for additional services not provided for in the initial Quote, may be invoiced additionally, subject to the Client's prior written agreement.

10. Invoicing

Unless otherwise agreed in the Quote, Bolk Studio will invoice the Services as follows:

For Services invoiced on a fixed-price basis: 50% of the price upon acceptance of the Quote or upon the Parties' agreement on the Services, and the balance upon completion of the Services, on the date agreed between the Parties or, where there are Deliverables, upon receipt of the Deliverables.
For Services included in a pack of hours: 100% of the price upon signature of the quote.

11. Payment Terms

Any invoice issued by Bolk Studio shall be paid by the Client in full, by bank transfer to the bank details indicated on the invoice, within thirty (30) days of its date of issue.

The Client may dispute all or part of an invoice in good faith, in writing and with reasons, within ten (10) days of its receipt. In this case, the payment period shall be suspended only for the disputed amounts until the dispute is resolved. The Client shall remain liable to pay the undisputed portion of the invoice without delay. In the event of non-payment of the fees for the Services by the due date, and after a formal notice that has remained unanswered, late payment penalties shall apply at a rate equal to three (3) times the applicable French legal interest rate. The Client shall also automatically owe a fixed indemnity of forty (40) euros excluding taxes for recovery costs, in accordance with the provisions of the French Commercial Code. In addition, in the event of continued delay after one reminder and 15 days without payment, Bolk Studio may suspend performance of the Services without incurring any liability.

Chapter 4. Obligations of the Parties

12. Common Obligations

The Client and Bolk Studio agree to cooperate closely, loyally and efficiently in the course of their relationship. In particular, each Party undertakes to make itself available to attend the meetings proposed by either Party.

13. Client's Obligations

13.1. Access to Project Tracking Tools

Bolk Studio provides the Client with a project tracking tool and gives it access to it. If the Client wishes to use a third-party tool, Bolk Studio will comply, provided that any resulting setup costs are borne by the Client.

13.2. Accuracy and Quality of the Information Provided

The Client warrants to Bolk Studio that the information, approvals, access and elements necessary for the proper performance of the Services will be provided within reasonable timeframes compatible with the schedule agreed in the Quote.

Furthermore, the Client warrants the accuracy, completeness and lawfulness of the briefs, information, documents, content and data sent to Bolk Studio in connection with the performance of the Services.

The Client remains solely responsible for the content of the elements provided and indemnifies Bolk Studio against any claim, action or recourse by third parties resulting from the use of these elements in connection with the Services, provided that these elements have been used correctly by Bolk Studio.

13.3. Client's Undertakings

The Client undertakes to cooperate in good faith and without reservation with Bolk Studio and in particular to:

send Bolk Studio all necessary information, and in particular all information relating to the Services and its needs, in order to enable the proper performance of the Services;
allow Bolk Studio access to its website, its solution and/or any relevant equipment, in particular the Maintained Elements, in order to enable the performance of the Services;
make, with respect to Bolk Studio, the decisions necessary for the smooth performance of the Services, and in particular respond in good time to any request and/or proposal from Bolk Studio and approve every intermediate stage of performance of the Services;
pay the price agreed in the Contract for the Services performed for its benefit, under the conditions agreed between the Parties, in accordance with the Quote.

13.4. Maintained Elements

For the proper performance of the maintenance services, the Client undertakes to make available to Bolk Studio, in good time, all necessary elements, in particular:

access to the relevant environments (production, staging, etc.);
the technical documentation relating to the Maintained Elements and pre-existing elements;
the contact persons within its organization;
any additional element or information reasonably required by Bolk Studio to perform its services.

The Client warrants that it holds all necessary rights to the elements sent to Bolk Studio and that they do not infringe the rights of third parties.

Any delay or failure by the Client in making these elements available shall automatically suspend any timeframes communicated by Bolk Studio, without Bolk Studio incurring any liability.

14. Bolk Studio's Obligations

14.1. Duty to Advise

In view of its expertise and skills, Bolk Studio has a duty to advise and inform the Client. In this respect, Bolk Studio must:

analyze the Client's needs;
request from the Client any information necessary for the proper performance of the Services;
alert the Client, by any means, of any event of which it is aware that may affect the smooth performance of the Services;
propose to the Client any adaptation of the Services according to its needs;
advise the Client on any choice made or request submitted of which it is aware and which could affect the objectives of the Services or have an impact on the conditions of their performance;
implement all necessary means and contribute all its expertise and know-how to provide Services in accordance with the Quotes;

14.2. Bolk Studio's Undertakings

Bolk Studio performs the Services in accordance with applicable regulations and these T&Cs, respecting in particular the rights of third parties, with all the care and diligence of a high-level professional and in accordance with industry best practices. It ensures the strictest compliance with and full performance of all obligations under the Contract, and in particular compliance with the confidentiality provided for herein.

In particular, in providing the Services, Bolk Studio undertakes to provide the Client with all instructions, prerequisites and requirements relating to the performance of the Services and their follow-up, and to perform the Services in accordance with the Client's instructions within the timeframes agreed between the Parties under a best-efforts obligation. Compliance with the schedule is conditional upon the Client's timeframes for approving proposals and transmitting information and instructions.

In any event, given the nature of the Services, Bolk Studio is bound by a best-efforts obligation towards the Client.

Chapter 5. Intellectual Property

15. Pre-existing Elements

In the course of performing the Contract, each Party remains the exclusive holder of the intellectual property rights and/or copyrights it owns, in particular in its know-how, trademarks, logos, distinctive signs, software, applications and documentation.

In particular, Bolk Studio retains ownership of the methods, know-how and processes it has used to perform its Services, as well as of all equipment, software and software packages belonging to it and/or used to perform the Services.

Unless expressly provided otherwise, the application of these T&Cs and the provision of the Services by Bolk Studio to the Client do not entail any assignment or transfer of any intellectual property right to the Client.

16. Assignment of Intellectual Property Rights in the Deliverables

Bolk Studio accepts and acknowledges that all Deliverables it produces or develops under the Contract shall become the exclusive property of the Client as they are developed.

Accordingly, Bolk Studio assigns to the Client, on an exclusive basis and as the Deliverables are produced, all the intellectual property rights defined below relating to each Deliverable. This assignment is granted worldwide and for the entire legal term of protection provided by the French Intellectual Property Code, including any legal extensions that may occur, in France and abroad.

The intellectual property rights assigned include the following economic rights in the Deliverables:

right of representation: the right to represent, broadcast and distribute all or part of the Deliverables, on any medium and by any means of communication, current or future, to any audience;
right of reproduction: the right to reproduce, record, digitize and publish all or part of the Deliverables, in unlimited numbers, on any medium and by any means, current or future;
right of adaptation: the right to adapt, modify, develop, digitize, translate and integrate all or part of the Deliverables into any system, website, solution of the Client or other medium, in any format and by any means, current or future;
right of use: the right to use, exploit and make use of all or part of the Deliverables, for any need and any purpose, on any medium and by any means, current or future;
right of exploitation: the right to place on the market, distribute, sell, broadcast and exploit, directly or indirectly, all or part of the Deliverables, as owner, in the broadest manner and for all purposes, in all formats, forms and presentations, by all modes, means and processes and on all media, present and future, known or unknown to date.

These rights may be exercised by the Client, free of charge or for consideration, in a private or public context, directly or through any third party of its choice. The Client may also assign or license all or part of these rights to any third party of its choice.

Scripts are assigned to the Client. However, Bolk Studio may reuse them in other projects, provided that they contain no confidential information or elements specific to the Client.

Bolk Studio also assigns to the Client ownership of the original media of the Deliverables as they are produced (in particular via the source code, object code and all related software documentation), in an interoperable and editable computer format and in PDF format.

Bolk Studio retains no economic rights in the Deliverables and refrains from any use or exploitation, direct or indirect, free of charge or for consideration, with the exception of the rights in the scripts. It waives all rights in the assigned Deliverables. Accordingly, the Client is the sole holder of all rights in the Deliverables and may bring any action in the event of infringement thereof, including for acts prior to the assignment.

The Parties agree that the consideration for this assignment is included in the remuneration paid to Bolk Studio by the Client for the Services performed under the Contract.

17. Infringement Warranty

Bolk Studio warrants that it holds the intellectual property rights in the Deliverables and has the right to assign them to the Client in accordance with these T&Cs.

It declares that the Deliverables:

fully belong to it and do not infringe the rights of third parties;
are not subject to any assignment, license, security interest or commitment in favor of a third party;
are not the subject of any pending or future dispute or claim of which it is aware.

Consequently, Bolk Studio indemnifies the Client against any action, claim, demand or eviction whatsoever by any person invoking an intellectual property right that all or part of the Deliverables infringe or have infringed, or an act of unfair competition or free-riding.

However, this warranty is excluded if:

the Client does not inform the Service Provider as soon as possible of any third-party claim or action;
the Client does not allow the Service Provider to defend its interests or enters into a settlement without its prior consent;
the Deliverables have been modified, adapted or supplemented by the Client or a third party;
the Deliverables are used in conditions that do not comply with their intended purpose or the Service Provider's instructions;
the claim results from the integration of the Deliverables with elements, content, data or services provided by the Client or third parties.

Chapter 6. Warranties and Liability

18. Conformity Warranty

Bolk Studio warrants that the Services and Deliverables are performed in accordance with the Client's instructions, as provided in the Quote in terms of features.

The Deliverables benefit from a conformity warranty of thirty (30) days from their final approval, as specified in Article 6.2.

19. Liability

19.1. Client's Liability

The Client is solely responsible for the quality, completeness, precision and accuracy of the information and instructions communicated to Bolk Studio for the preparation of the Quote and, more generally, the provision of the Services. Bolk Studio shall not be held liable in this respect, in particular in the event of any error, omission or inaccuracy attributable to the Client that makes the performance of the Services impossible or has a direct impact on their provision and on the Deliverables delivered by Bolk Studio. The Client remains responsible for the Maintained Elements, for the type of Services ordered and for any damage of any kind whatsoever occurring during the performance of the Services and caused by it, or caused by information communicated, transmitted or disseminated when placing an order for Services, and/or in the event of its breach of these contractual terms. The Client indemnifies Bolk Studio against any recourse against it in this respect, and undertakes to hold it harmless from all consequences of any liability that may be incurred.

19.2. Bolk Studio's Liability

In any event, Bolk Studio is responsible for the performance of the Services. It is liable for any direct material damage caused to the Client or third parties as a result of any fault, error, act or negligence strictly attributable to Bolk Studio committed during the performance of the Services.

Bolk Studio shall in no event be liable for indirect damages suffered by the Client, including, without limitation, any loss of turnover, loss of revenue, loss of customers, operating loss, loss of data, loss of opportunity, damage to reputation or commercial loss.

Bolk Studio is also responsible for its staff and any subcontractors.

However, Bolk Studio shall in no event be held liable for any delay or suspension in the provision of the Services or for any damage attributable either to the Client itself, to the unforeseeable and insurmountable act of a third party unrelated to the Contract, or to a case of force majeure.

Bolk Studio's total liability, for all damages and all causes combined, is limited to the total value of the order for Services set out in the Quote, paid by the Client and corresponding to the Services during which the damage occurred.

20. Insurance

Bolk Studio declares that it is insured with a solvent insurance company to cover the liabilities it may incur in connection with the provision of the Services and its business.

Bolk Studio undertakes to provide, upon the Client's first request, an insurance certificate specifying the risks covered, the amounts of coverage and the validity of the policy.

Chapter 7. Termination and Consequences

In the event of a breach by either Party of any of its essential contractual obligations that is not remedied within thirty (30) days of a formal notice sent by registered letter with acknowledgment of receipt or by email, the other Party may terminate the Contract automatically, without recourse to the courts.

Such termination shall be without prejudice to Bolk Studio's right to obtain payment for the Services performed, any sums still due and compensation for any loss suffered.

In the event of a delay attributable to the Client in providing the information, approvals or elements necessary for the performance of the Services, Bolk Studio shall not be held liable for any resulting delays in the performance of the Services and reserves the right to suspend performance of the Contract until the situation is remedied.

Where the breach cannot be remedied, in particular with regard to confidentiality, non-competition or non-solicitation, termination may take effect automatically and immediately upon simple written notice.

If the Client fails to respond to the Service Provider's requests for thirty (30) calendar days, the Service Provider may send the Client a notification by email. Failing a response within the following fifteen (15) days, the project shall be deemed abandoned by the Client and the deposit paid shall be definitively retained by the Service Provider, without prejudice to invoicing for Services already performed. Any resumption of the project after an interruption attributable to the Client shall be subject to the Service Provider's availability and the definition of a new schedule. The Client may not rely on the initial schedule or demand immediate performance. A resumption fee may be charged to cover the time needed to get back up to speed.

In the event of termination for breach by the Client or termination for convenience, the sums due for the Services performed shall remain payable to Bolk Studio, and the Services accepted in the Quote must be paid by the Client.

Each Party shall return to the other, upon first request, the confidential documents and information received under the Contract. The Client undertakes to cease all use of the elements provided by Bolk Studio that have not been paid for in full.

Chapter 8. Miscellaneous

21. Personal Data Protection

The Client is informed that the placing and performance of an order, the performance of the Services, the issuance of the related Quotes and invoices and, more generally, the performance of the Contract binding it to Bolk Studio give rise to the collection and processing of personal data concerning it and its representatives and/or staff (the "Personal Data") by Bolk Studio as data controller, in compliance with French Law No. 78-17 of 6 January 1978 on Information Technology, Data Files and Civil Liberties, as amended, and European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter the "Personal Data Regulations").

In this respect, Bolk Studio processes the name, email address, telephone number and any other personal data ("Business Contact Data") of the Client's employees and agents ("Business Contact(s)"). Bolk Studio processes this Business Contact Data as data controller for the following purposes and legal bases:

Management of the contractual relationship and performance of the Contract (based on its legitimate interest in facilitating the negotiation and performance of the Contract); and
Accounting management and management of potential disputes (based on its legitimate interests and legal obligations).

Bolk Studio may share Business Contact Data with its employees or agents, with its subcontractors where necessary, and with the competent authorities pursuant to a legal, judicial or regulatory request. In the event of a transfer of Business Contact Data outside the European Economic Area to a country not recognized by the European Commission as providing an adequate level of protection, Bolk Studio will implement appropriate safeguards so that such processing complies with the applicable legal and regulatory framework.

The Client warrants that its own Business Contact Data has been and will be obtained and/or disclosed in accordance with the requirements of the Personal Data Regulations. It also undertakes to use and process the other Party's Business Contact Data in compliance with the Personal Data Regulations.

Bolk Studio will retain Business Contact Data for no longer than is necessary for the purposes for which the Personal Data is processed, to which an extended retention period may apply.

Business Contacts have the rights granted by applicable data protection regulations, such as the right of access, rectification, erasure, restriction of processing and objection to processing. To exercise any of these rights, they may send an email to the department in charge of data protection at hello@bolk.studio. They may also lodge a complaint with the CNIL (French data protection authority), where applicable.

22. Services Involving the Processing of Personal Data

In the course of performing and providing maintenance Services (in particular corrective maintenance), Bolk Studio may also process Personal Data on behalf of the Client, as a processor within the meaning of the Personal Data Regulations for maintenance purposes. In this case, the provisions below apply.

22.1. General Undertakings

Bolk Studio undertakes to:

process Personal Data only for the purposes defined in the Contract and in accordance with the Client's documented instructions;
inform the Client without delay if an instruction appears to it to infringe applicable regulations;
guarantee the confidentiality of Personal Data;
ensure that persons authorized to process Personal Data are bound by a confidentiality obligation and trained in data protection;
apply the principles of data protection by design and by default;
comply with the applicable rules in the event of a transfer of Personal Data outside the European Economic Area (Articles 44 et seq. of the GDPR).

The processing concerned is as follows:

Item: Purpose of processing - Details: Performance of maintenance Services on the Maintained Elements

Item: Nature of operations - Details: Access, consultation, modification and deletion in the course of maintenance work

Item: Categories of data subjects - Details: Users and contacts of the Client

‍Item: Categories of data processed - Details: Last name, first name, email address

Item: Sensitive data (Art. 9 GDPR) - Details: None

Item: Retention period - Details: Duration of the maintenance services, then deletion or return according to the Client's instructions

22.2. Security

Bolk Studio implements appropriate technical and organizational measures to ensure data security, in accordance with applicable recommendations (in particular those of the CNIL), and maintains an appropriate information systems security policy.

22.3. Assistance and Compliance

Bolk Studio provides reasonable assistance to the Client in handling requests from data subjects. Any request received directly by Bolk Studio is forwarded to the Client as soon as possible.

Bolk Studio provides reasonable assistance to the Client for:

data protection impact assessments (DPIA);
exchanges with supervisory authorities;
demonstrating compliance.

This assistance may be invoiced.

22.4. Personal Data Breach

Bolk Studio notifies the Client of any Personal Data breach as soon as possible after becoming aware of it. The notification includes, as far as possible, the nature of the breach; the categories of data and data subjects concerned; the likely consequences and the measures taken or envisaged.

22.5. Audit

The Client may carry out a compliance audit once a year, at its own expense, with 30 days' notice. The audit:

is limited to one day;
is conducted without disrupting Bolk Studio's business;
may be entrusted to an independent, non-competing auditor bound by confidentiality.

Bolk Studio implements reasonable corrective measures in the event of any identified non-compliance.

22.6. Fate and Reuse of Data

Upon expiry of the Contract, at the Client's choice, Bolk Studio will delete all Personal Data or return it to the Client at the end of the Services, and destroy existing copies, unless Union or Member State law requires the Personal Data to be retained.

22.7. Client's Role

The Client, as data controller, is solely responsible for the lawfulness of the processing, for informing data subjects and for the relevance of the Personal Data sent to Bolk Studio. The Client undertakes to send Bolk Studio only the Personal Data strictly necessary for the performance of the Services.

23. Confidentiality

Each Party undertakes to consider as strictly confidential, and to treat as such, all documents, data and information communicated to it by the other Party in connection with the performance of this Contract, in particular all commercial, technical, economic or industrial information, excluding information in the public domain and information known to either Party prior to the conclusion of the Contract.

Consequently, each Party undertakes not to disclose such confidential information, directly or indirectly, in any capacity, in any form and to any person whatsoever, without the prior consent of the other Party. To this end, each Party undertakes to implement all necessary measures to preserve its confidentiality.

Bolk Studio undertakes in particular to ensure the confidentiality of documents, data and information of any kind received from the Client, to use all or part of such confidential information received from the Client only within the strict framework defined by the Quote, and to use it for other purposes only with the Client's prior express consent.

By way of exception, Bolk Studio may disclose confidential information concerning the Client to its staff and/or subcontractors, to the extent strictly necessary for the performance of the Services. In such a case, Bolk Studio undertakes to ensure that its staff and/or subcontractors comply with this confidentiality and non-disclosure undertaking.

This confidentiality obligation is valid for a period of five (5) years from the performance of the Services.

24. Commercial References

The Client authorizes Bolk Studio to cite it as a commercial reference, in particular on its website and in its presentations and commercial proposals intended for prospects. Bolk Studio is also authorized to affix its own logo to the Deliverables and Maintained Elements produced under this contract.

25. Assignment of the Contract

Bolk Studio reserves the right to assign this contract, in whole or in part, to any third party, in particular in the context of a business transfer, acquisition, merger or any other change of control. Such assignment does not require the Client's prior consent; Bolk Studio simply undertakes to inform the Client as soon as possible. The assignee shall automatically be substituted for Bolk Studio in all of its rights and obligations under this contract.

26. Non-Solicitation of Staff

During the term of the contract and for two (2) years following its expiry or termination, the Client shall refrain from soliciting or recruiting, directly or indirectly, any member of staff or contractor/freelancer of Bolk Studio who has participated in the performance of all or part of the Services, without Bolk Studio's prior written consent.

Any breach shall give rise to the payment of a fixed indemnity equal to twelve (12) months of the gross remuneration of the person concerned, due automatically and without formal notice.

27. Force Majeure

Neither Party shall be held liable for any failure resulting from a case of force majeure as defined by Article 1218 of the French Civil Code and applicable case law. Force majeure suspends the affected obligations for the duration of the impediment.

The Party concerned must immediately inform the other Party by email, confirmed by registered letter, and provide any useful supporting documents. The other Party may verify its reality.

If the force majeure situation continues beyond thirty (30) days, the Contract may be terminated automatically, without compensation, eight (8) days after notification by registered letter, unless otherwise agreed by the Parties.

Each Party bears its own costs arising from the force majeure and undertakes to limit its consequences.

28. Non-Performance

The Parties agree that Articles 1220 to 1223 of the French Civil Code, relating to the suspension of performance of a Party's obligations and under which a Party may, in the event of imperfect performance of the other Party's obligations and if it has not yet paid all or part of the service, request a proportional price reduction, shall not apply to the Contract. Each Party thus waives these provisions and all rights relating to said articles.

29. No Waiver

The fact that either Party does not at any time invoke any one or more of the provisions of the Contract shall not be interpreted as a waiver (express or implied, in whole or in part) of that Party's rights under the Contract. Previous practices established between the Parties, or the manner in which they have performed the Contract, shall not be taken into account in interpreting it. Any waiver of a right must be express and in writing.

30. Severability

The nullity, unenforceability or, more generally, the lack of effect of any provision of the Contract shall not affect the remainder of the Contract, and the Contract shall be performed as if that provision had never existed, provided, however, that such nullity, unenforceability or lack of effect does not compromise the balance of the Contract and that the provision in question was not a decisive condition of either Party's consent.

31. Governing Law and Jurisdiction

This Contract is governed by French law.

Any dispute to which the Contract may give rise, or which may result from or follow from it, shall, failing an amicable settlement between the Parties evidenced by the signature of a settlement agreement within thirty (30) days following notification of the dispute by either Party referring to this provision, be submitted to the exclusive jurisdiction of the competent Court within the jurisdiction of the Paris Court of Appeal.

32. Electronic Signature

The Client agrees to sign the Quote using an electronic signature and consents to such electronic signature having the same force, effect and evidential value as a handwritten signature. "Electronic signature" means any electronic record created by a Party using an electronic signature creation process and attached to or logically associated with a contract.