Terms and Conditions of Sale (T&Cs)

Article 1. Identification of ALLYVIA

The services are provided by:

Marina Petrova, sole trader (entrepreneur individuel, EI), trading under the business name ALLYVIA, under the micro-enterprise scheme (micro-entreprise).

SIRET: [your SIRET number]
Business address: 30 Boulevard Maréchal Joffre, 21000 Dijon, France
E-mail: contact@allyvia.eu
Telephone: +33 6 16 79 53 15
Website: https://allyvia.eu

Hereinafter referred to as “ALLYVIA”.

Article 2. Scope of application

These T&Cs apply exclusively to services contracted with clients acting for professional purposes, hereinafter referred to as the “Client”.

The services offered by ALLYVIA are not intended for consumers acting for personal purposes.

The applicable T&Cs are those in force on the date on which the Client accepts the quote.

Article 3. Nature and scope of the services

ALLYVIA provides support and operational assistance to professionals in the areas of organisation, business structuring, administrative assistance and digital presence.

Depending on the service chosen, the assignment may cover:

• analysis of the Client’s organisation and tools;
• defining priorities and an action plan;
• organising and filing documents and information;
• creating and formatting professional documents;
• administrative management and follow-up of files;
• managing e-mails and administrative follow-ups;
• creating or improving tracking spreadsheets;
• selecting and configuring digital tools;
• creating and implementing work processes;
• creating management dashboards;
• support with digital visibility;
• creating, writing, formatting and scheduling content;
• creating visual or professional materials.

The exact scope of each assignment, the services included and excluded, the deliverables, the price, the timeframes, the duration of the assignment and any specific conditions are set out in the quote and, where one is drawn up, in the contract or engagement letter.

ALLYVIA does not carry out any activity reserved to a regulated profession.

The services do not include bookkeeping, the preparation or approval of accounts, legal advice, tax advice or any other assignment legally reserved to an authorised professional.

Article 4. Contractual documents and acceptance

The contractual relationship consists of:

• the quote accepted by the Client;
• these T&Cs;
• where applicable, the contract or engagement letter;
• where applicable, any annexes expressly accepted by the parties.

In the event of any conflict, the specific conditions set out in the quote, the contract or the engagement letter prevail over these T&Cs.

The Client acknowledges having had access to these T&Cs before making their commitment.

Acceptance of the quote entails acceptance of these T&Cs.

Article 5. Placing of the order

The order becomes firm once the Client has accepted the quote and these T&Cs, subject to the payment conditions set out in the quote and in these T&Cs.

For one-off services, unless otherwise specified in the quote, a deposit of 50% of the total amount of the service is required when the order is placed.

For recurring services, the applicable payment conditions are those set out in Article 7 and Article 22 of these T&Cs and in the quote, the contract or the engagement letter.

ALLYVIA is only required to begin the service once the sums due at the start have been received and the information, documents, content and access needed to carry it out have been provided.

The scheduled start date of the service may be postponed if these conditions are not met.

Article 6. Prices

The applicable prices are those stated in the quote accepted by the Client. They are expressed in euros, excluding VAT (excl. VAT).

ALLYVIA operates under the micro-enterprise scheme (micro-entreprise).

For as long as ALLYVIA benefits from the VAT franchise threshold exemption (franchise en base de TVA), no VAT is charged. Invoices then bear the statement: “TVA non applicable, art. L 223 et s. du Code des impositions sur les biens et services (CIBS)” (VAT not applicable, Article L 223 et seq. of the French Tax Code on Goods and Services). The amount excluding VAT is therefore the amount actually invoiced to the Client.

If ALLYVIA becomes liable for VAT, it will be added to the price excluding VAT at the statutory rate applicable on the date it becomes chargeable.

Where the price of a service cannot be determined in advance, the method of calculating it is communicated to the Client or specified in a quote before the service is carried out.

Any expense or additional service not included in the original quote may only be invoiced after the Client has been informed and has given prior consent.

Article 7. Payment terms

7.1. One-off services

Unless otherwise specified in the quote, one-off services require payment of a deposit of 50% of the total amount of the service when the order is placed.

The order is only definitively registered, and the service only begins, once the quote has been accepted, the deposit has actually been received and the information, documents, content and access needed to carry out the assignment have been provided.

The remaining balance is due on completion of the service and before final delivery of the deliverables, files, documents or materials produced by ALLYVIA.

ALLYVIA may show the Client the work produced or send them a version for approval before the balance is paid. The final versions and, where they exist, the files or materials enabling their use are delivered once all sums due have actually been received.

7.2. Services involving several phases or instalments

Where the assignment involves several phases, deliverables or instalments, a different payment schedule may be set out in the quote, the contract or the engagement letter.

In that case, each instalment is due in accordance with the terms stated therein. If an instalment that has fallen due is not paid, ALLYVIA may suspend further performance of the service in accordance with the provisions of these T&Cs on late payment and non-payment.

7.3. Recurring services

Recurring services are invoiced monthly in accordance with the terms specified in the quote.

Payment for each monthly period is made before work begins on the services for that period.

The conditions applicable to recurring services, in particular regarding hourly packages, any additional hours and termination, are set out in Article 22 of these T&Cs.

7.4. General payment rules

Invoices are payable on the due date stated on them. Payment is deemed to have been made when the funds have actually been made available to ALLYVIA.

The Client may not require final delivery of the deliverables or the continuation of a service until all sums that have fallen due have been paid in full.

Payments are made by bank transfer to the account details stated on the invoice, unless another payment method has been expressly agreed in writing between the parties.

No discount is granted for early payment.

Article 8. Late payment or non-payment

Any late payment automatically entails, without any reminder or prior formal notice being required, the application of penalties from the day following the due date stated on the invoice.

The rate of late-payment penalties is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus ten (10) percentage points, in accordance with Article L. 441-10 of the French Commercial Code (Code de commerce).

Any professional Client who is late in paying is also automatically liable for a fixed indemnity of 40 euros for recovery costs.

Where the recovery costs actually incurred exceed this fixed indemnity, ALLYVIA may claim additional compensation upon providing supporting evidence, under the conditions laid down by the applicable regulations.

In the event of total or partial non-payment of a sum that has fallen due, ALLYVIA may suspend performance of the service concerned, as well as delivery of the final deliverables, files, documents or materials, until the sums due have been paid in full.

This suspension does not constitute cancellation of the service and does not release the Client from paying the sums due.

The originally scheduled timeframes may be postponed for a period that takes into account the suspension period and ALLYVIA’s availability when the service resumes.

The service will resume once the sums due have been settled in full.

Article 9 – Cancellation or interruption of the service

Termination of recurring services is governed by Article 22. This article does not apply to the exercise of a statutory right of withdrawal, as referred to in Article 25.

Any cancellation or request to stop a service must be sent to ALLYVIA in writing.

Before the service begins:
If the Client cancels before the service starts, the sums paid are refunded, less any preparatory work already carried out or expenses incurred by ALLYVIA for the assignment.

After the service has begun:
If the Client cancels or asks for the service to be stopped after it has started, the work already carried out remains payable.

Work carried out includes, in particular: meetings held, preparation of the assignment, and analyses, research, configuration, creations and documents already produced.

Work carried out is valued according to the phase prices or the hourly rate expressly set out in the accepted quote. For a partially completed phase, the amount due is calculated in proportion to its progress, on the basis of the work actually carried out and evidenced. The expenses retained are those previously accepted by the Client, actually incurred for the assignment and not recoverable. A detailed statement is provided to the Client.

If the sums paid by the Client exceed the amount of the work carried out and the expenses incurred, ALLYVIA refunds the difference.

If they are insufficient, the Client remains liable for the balance corresponding to the work already carried out and the expenses incurred.

These provisions do not apply where the cancellation results from a breach by ALLYVIA or from a case of force majeure as provided for in these T&Cs.

Article 10. Additional requests and changes to the scope

ALLYVIA carries out only the services, deliverables and work set out in the quote and, where applicable, in the contract or engagement letter accepted by the Client.

Any request from the Client that falls outside the originally agreed scope is considered an additional request and is not included in the price of the original service.

After analysing the request, ALLYVIA informs the Client of any consequences it may have for the price, the timeframes and the conditions of performance.

The additional request may be the subject of a supplementary quote or supplementary invoicing, the amount or method of calculation of which is communicated to the Client before it is carried out.

No additional service will be carried out or invoiced without the Client’s prior written consent.

ALLYVIA remains free to accept or refuse an additional request where it does not fall within the services offered, where it requires skills or resources not provided for in the original assignment, or where it cannot reasonably be fitted into the schedule.

Any change to the needs, instructions, scope or materials provided by the Client after the assignment has begun may lead to a revision of the price and timeframes where it requires additional work.

The originally agreed timeframes are then adjusted according to the extent of the changes requested and ALLYVIA’s availability.

Article 11. Changes to items created by ALLYVIA

Where the service includes a round of adjustments, the Client may request, after receiving the first version, one set of corrections or adjustments to the deliverable concerned.

All changes must be grouped together and sent to ALLYVIA in a single submission.

This round includes only minor adjustments that remain consistent with the needs and instructions defined at the start of the assignment, such as corrections to text, content or formatting.

This round does not include:

• the creation of a new deliverable;
• a complete overhaul or a new version of the deliverable;
• a significant change of content, direction, objective or need;
• the addition of an item or service not set out in the quote;
• a change to an item already approved by the Client;
• any additional round of changes.

Any request going beyond the agreed framework is considered an additional service. ALLYVIA then informs the Client of any cost before carrying it out and only does so after the Client’s prior written consent.

Article 12. Client’s obligations and cooperation

The Client undertakes to provide ALLYVIA, within the necessary timeframes, with all the information, documents, content, access and approvals essential to carrying out the service.

The Client is responsible for the accuracy, quality and currency of the materials they send to ALLYVIA. They also warrant that they hold the rights and authorisations needed to allow their use in the course of the assignment.

The Client undertakes to cooperate with ALLYVIA and to respond within a reasonable time to the requests needed for the service to progress.

Before any use, distribution or publication, the Client remains responsible for the final approval of the information, content, documents and items produced for their business.

Any delay, failure to respond or incomplete provision of the necessary materials may result in the suspension of the service or the postponement of the originally scheduled timeframes.

The new schedule is then set according to when the missing materials are received and ALLYVIA’s availability when the assignment resumes.

ALLYVIA cannot be held liable for any delay or consequence resulting directly from incorrect or incomplete information provided by the Client, from a lack of approval or from the Client’s failure to meet their obligations.

Article 13. Access to the Client’s accounts and tools

Where carrying out the service requires access to an account, software, platform or digital space belonging to the Client, the access granted to ALLYVIA must be limited to what is necessary to perform the assignment.

Where the tool allows it, the Client creates individual, temporary access for ALLYVIA rather than sharing their personal login credentials.

ALLYVIA undertakes to use the access entrusted to it solely for the purposes of the service, not to disclose it to unauthorised third parties and to take the reasonable precautions needed to keep it confidential.

The Client remains responsible for administering their accounts and subscriptions and for the general management of their access. It is the Client’s responsibility to check that the permissions granted to ALLYVIA are appropriate for the assignment.

At the end of the service, any access granted to ALLYVIA that is no longer needed is revoked or deleted. Where this depends on the Client or the account administrator, it is the Client’s responsibility to delete or revoke it.

ALLYVIA does not keep login credentials or access that are no longer needed after the end of the assignment, subject to any applicable legal or contractual obligations.

Article 14. Confidentiality

Each party undertakes to keep confidential any non-public information it becomes aware of in the course of the contractual relationship.

Professional, commercial, organisational, technical, financial or strategic information communicated in the course of the assignment is considered confidential, whatever its medium.

ALLYVIA undertakes to use the Client’s confidential information solely for the purposes of the service and not to disclose it to unauthorised third parties.

The Client likewise undertakes to keep confidential the information, methods, documents and internal materials of ALLYVIA that are presented to them as confidential or whose confidential nature is evident from their nature.

This obligation does not apply to information:

• that is already publicly available without breach of a confidentiality obligation;
• that the party concerned lawfully held before it was communicated;
• that was lawfully obtained from a third party authorised to disclose it;
• whose disclosure is required by law, a competent authority or a court decision;
• whose disclosure has been authorised in advance and in writing by the party concerned.

The confidentiality obligation continues to apply after the end of the contractual relationship for as long as the information concerned remains confidential.

Article 15. Personal data

Each party undertakes to comply with the applicable regulations on the protection of personal data, in particular the General Data Protection Regulation (GDPR).

Where, in the course of a service, ALLYVIA processes personal data on the Client’s behalf, the Client acts as controller and ALLYVIA as processor, where these roles actually correspond to the processing carried out.

In that case, the processing conditions are set out in a personal data protection annex, in accordance with the applicable requirements.

The Client is responsible for the lawfulness of the data they collect and entrust to ALLYVIA and of the instructions they give to ALLYVIA.

When acting as processor, ALLYVIA processes personal data solely for the purposes of the service and in accordance with the Client’s documented instructions.

ALLYVIA undertakes to keep confidential the data to which it has access and to implement security measures appropriate to the processing carried out.

At the end of the service, personal data processed on the Client’s behalf is returned or deleted, in accordance with the agreed arrangements, unless a legal obligation requires it to be retained.

The annex governing the processing of personal data is concluded before ALLYVIA begins any processing on the Client’s behalf. It specifies, in particular, the processing concerned, the Client’s instructions, the security measures, any use of other processors and the arrangements for returning or deleting the data.

Article 16. Appointments

Where a telephone or video-conference appointment is scheduled as part of a service, its date and time are agreed with the Client or booked using the booking tool provided by ALLYVIA.

Any request to cancel or reschedule must be sent to ALLYVIA at least 24 hours before the scheduled time of the appointment.

If the appointment is cancelled or a request to reschedule is made less than 24 hours before the appointment, or if the Client does not attend, the appointment is considered to have taken place. Where it is included in a service or package, it is considered used and is neither replaced nor refunded.

If the Client is late, the appointment remains limited to the originally scheduled slot and ends at the agreed time. ALLYVIA is not required to extend the appointment or to carry the lost time over to another appointment.

If ALLYVIA is unable to hold the appointment, a new date is offered to the Client at no additional cost.

Where an appointment has been invoiced separately and no new date can be agreed following a cancellation by ALLYVIA, the sums paid for that appointment are refunded.

Article 17. Timeframes for performance

Timeframes for performance are determined according to the nature and scope of the service and are specified, where necessary, in the quote, the contract or the engagement letter.

These timeframes start to run from receipt of the deposit and of all the information, documents, content, access and materials needed to start the service.

Meeting the timeframes requires the Client’s cooperation and the provision of the requested materials and approvals within the agreed timeframes.

Any delay, failure to respond or incomplete provision attributable to the Client may result in the suspension or postponement of the service.

In that case, the new schedule is set according to when the missing materials are received, the progress of the assignment and ALLYVIA’s availability when it resumes.

ALLYVIA cannot be held liable for any delay directly attributable to the Client.

In the event of a difficulty likely to cause a significant delay attributable to ALLYVIA, the Client is informed as soon as possible and, where necessary, given a new schedule.

Article 18. Intellectual property

The methods, processes, templates, structures, tools, standard documents, know-how and pre-existing materials used by ALLYVIA in the course of its services remain the property of their owner.

Payment for a service does not automatically entail the assignment to the Client of all intellectual property rights attached to the items used or created in the course of the assignment.

The Client has the right to use the deliverables provided to them in accordance with their intended purpose and the conditions set out in the quote, the contract or the engagement letter.

Where a deliverable created specifically for the Client requires an assignment of intellectual property rights, this is specified in writing. The rights concerned and their extent, purpose, duration and territory are defined in the applicable contractual document.

Unless otherwise provided in writing, ALLYVIA’s working methods, templates, processes, structures, tools and know-how used to carry out the service are not assigned to the Client and may continue to be used by ALLYVIA in the course of its business.

Any assignment or licence to use granted for the Client’s benefit takes effect after full payment of the sums due for the service concerned.

The Client warrants that they hold the necessary rights and authorisations over the texts, photographs, videos, logos, trade marks, files and other content they send to ALLYVIA for carrying out the service.

Article 19. Portfolio and references

ALLYVIA may offer to present all or part of a piece of work or an assignment carried out for the Client in its portfolio, on its website, its professional networks or its communication materials.

Any use that makes it possible to identify the Client, their business, brand, logo or work is subject to their prior authorisation.

This authorisation is obtained separately and specifies, where necessary, which items may be used and the media on which they may be presented.

The Client is free to grant or refuse this authorisation. Their refusal has no effect on the performance of the service or on the conditions agreed with ALLYVIA.

Where the presentation of an assignment is fully anonymised, ALLYVIA ensures that it does not allow the Client to be identified directly or indirectly and that it complies with the applicable obligations regarding confidentiality, personal data protection and intellectual property.

Article 20. Liability

ALLYVIA undertakes to carry out the services entrusted to it diligently, professionally and in accordance with the scope set out in the quote and, where applicable, in the contract or engagement letter.

Unless a commitment is expressly provided for in the contractual documents, ALLYVIA is bound by an obligation of means (obligation de moyens) and does not guarantee that any particular result will be achieved.

The Client remains responsible for the decisions taken in the course of their business, as well as for checking and giving final approval to the documents, content, information and deliverables provided to them before they are used or published.

ALLYVIA does not carry out any service falling within a regulated profession and does not provide any legal, accounting, tax or financial advice. Where the Client’s situation requires such expertise, it is the Client’s responsibility to consult an authorised professional.

ALLYVIA cannot be held liable for consequences resulting directly from:

• incorrect, incomplete or late information, documents, content or instructions provided by the Client;
• a failure by the Client to meet their obligations or a lack of approval on their part;
• use of a deliverable other than the use for which it was produced;
• a change made by the Client or by a third party after the deliverable was handed over;
• a decision taken by the Client contrary to the recommendations, information or reservations communicated to them by ALLYVIA;
• a malfunction or change originating from a third-party tool, software, platform or service, provided that it is not caused by any fault on the part of ALLYVIA.

Support, organisation, communication or visibility services aim to help the Client develop and run their business. They carry no guarantee of turnover, number of clients, sales, audience, reach, search engine ranking or performance on social media.

ALLYVIA remains liable for damage directly attributable to it under the conditions laid down by the applicable regulations.

No provision of these T&Cs may have the effect of excluding or limiting a liability that cannot lawfully be excluded or limited.

Article 21. Third-party services, tools and platforms

Carrying out a service may require the use of tools, software, platforms or services provided by third parties.

The operation, prices, terms of use, features, policies and availability of these services are determined by their respective providers and may change independently of ALLYVIA.

The Client remains responsible for the accounts and subscriptions taken out in their name and for complying with the terms of use of the third-party services they use.

Unless otherwise provided in the quote, subscriptions, licences and other costs related to the use of a third-party service are borne by the Client.

ALLYVIA cannot be held liable for any outage, interruption, removal of a feature, change in pricing or technical change, account restriction or any other decision originating directly from a third-party service, except where the damage results from a fault attributable to ALLYVIA.

Where a change to a third-party service affects the performance of the service, ALLYVIA informs the Client where necessary. If this change requires additional work not provided for in the original assignment, that work may be the subject of a supplementary quote or supplementary invoicing after the Client’s prior written consent.

Article 22. Recurring services

The recurring services offered by ALLYVIA are entered into for an indefinite term, with no minimum commitment period, unless otherwise specified in the quote, the contract or the engagement letter.

22.1. Invoicing

Recurring services are invoiced monthly in accordance with the terms specified in the quote.

Payment for each monthly period is made before work begins on the services for that period.

22.2. Packages including a set number of hours

Where the service includes a set number of hours per month, the number of hours included is specified in the quote.

The hours included in the package may only be used during the monthly period concerned. Hours not used by the end of that period are not carried over to the following period, unless expressly provided otherwise in the quote.

22.3. Exceeding the package

Where the number of hours included in the package is likely to be reached or exceeded, ALLYVIA informs the Client in advance.

No additional hours are worked or invoiced without the Client’s prior written consent.

If the Client agrees, the additional hours are invoiced at the rate or on the terms set out in the quote.

If no agreement is given for additional hours, the work concerned stops once the number of hours included in the package has been reached. It resumes at the start of the following monthly period or as otherwise agreed in writing between the parties.

22.4. Termination

The Client may terminate a recurring service at any time, subject to one (1) month’s notice, given to ALLYVIA in writing.

The notice period runs from ALLYVIA’s receipt of the notification and ends on the same date of the following month or, if that date does not exist, on the last day of that month.

During the notice period, the service continues as normal and remains payable until the effective termination date.

22.5. Final invoicing period

Where the effective termination date falls part-way through a monthly period, the price of the final period is calculated pro rata to the number of calendar days during which the service remains in force, relative to the total number of days in that period.

The services and deliverables planned for this final period are adjusted proportionally.

Where the service includes a monthly number of hours, this number is also adjusted pro rata to the final invoiced period.

Any sum paid in advance for a period after the effective termination date is refunded to the Client.

22.6. Non-payment

If an instalment is not paid, ALLYVIA may suspend the service in accordance with the provisions of these T&Cs on late payment and non-payment.

Article 23. Suspension and non-performance

In the event of total or partial non-payment of a sum that has fallen due, ALLYVIA may suspend the service in accordance with Article 8 of these T&Cs, until the sums due have been paid in full.

The service may also be suspended where its performance is made impossible or seriously compromised by the Client’s failure to meet their obligations, in particular in the event of a persistent failure to respond or to provide the necessary information, documents, content, access or approvals.

In that case, ALLYVIA informs the Client of the failure identified and asks them to remedy the situation within a reasonable time.

If the failure persists and prevents the service from continuing, ALLYVIA may terminate the assignment under the conditions laid down by the contract and the applicable regulations.

Suspension or termination of the assignment resulting from a failure by the Client does not affect payment for the services already carried out or of the sums that have fallen due.

When the service resumes after a period of suspension, the timeframes for performance may be revised according to ALLYVIA’s availability at the time of resumption.

Article 24. Force majeure

Neither party can be held liable for non-performance of, or delay in performing, its obligations where this results from an event constituting a case of force majeure within the meaning of Article 1218 of the French Civil Code (Code civil).

The affected party informs the other party as soon as possible of the occurrence of the event and, as far as possible, of its foreseeable consequences for the performance of the service.

Where the impediment is temporary, performance of the obligations concerned is suspended for the duration of the impediment. The timeframes for performance are adjusted accordingly, unless the resulting delay justifies termination (résolution) of the contract.

Where the impediment is permanent, the contract is automatically terminated (résolu de plein droit) and the parties are released from their obligations under the conditions laid down by the applicable regulations.

Services already carried out before the event occurred remain payable.

Article 25. Right of withdrawal

ALLYVIA’s services are intended exclusively for Clients acting in the course of their professional activity.

As a rule, services contracted between ALLYVIA and its professional Clients do not carry the right of withdrawal applicable to consumers.

However, where a professional Client meets the conditions laid down in Article L. 221-3 of the French Consumer Code (Code de la consommation), they benefit from the applicable statutory provisions on the right of withdrawal.

In that case, the procedures and time limits laid down by the applicable regulations are communicated to the Client.

No provision of these T&Cs may have the effect of depriving the Client of a right of withdrawal that would be granted to them by a mandatory statutory provision.

Article 26. Complaints

Any complaint relating to a service must be sent to ALLYVIA in writing at the following address:

contact@allyvia.eu

The complaint must state its subject and include the information needed to examine it.

ALLYVIA undertakes to examine the complaint and to respond within a reasonable time.

In the event of disagreement, ALLYVIA and the Client will endeavour to find an amicable solution before bringing legal proceedings.

Article 27. Governing law and dispute resolution

These T&Cs and the contractual relationship between ALLYVIA and the Client are governed by French law.

In the event of a dispute relating to the formation, interpretation, performance or termination of the contractual relationship, the parties will endeavour to find an amicable solution before bringing legal proceedings.

Failing an amicable resolution, the dispute will be brought before the court with subject-matter and territorial jurisdiction in accordance with the applicable legal rules.

Article 28. Partial invalidity

If any provision of these T&Cs is declared void or unenforceable, or is deemed unwritten (réputée non écrite), this does not affect the validity of the other provisions, which remain applicable.

However, if the provision concerned is a decisive element of the parties’ commitment, the consequences of its invalidity are assessed in accordance with the applicable law.

Article 29. Acceptance and enforceability of the T&Cs

These T&Cs are communicated or made available to the Client before the contract is concluded.

The Client acknowledges having had the opportunity to read them before making their commitment.

Acceptance of the quote entails acceptance of the T&Cs in the version applicable on the date of the order.

In the event of a conflict on the same matter, the specific conditions set out in the quote, the contract or the engagement letter prevail over these T&Cs.