General terms of sale

These terms govern every service sold by TeraLink Ubuntu: design and development of websites and applications, brand identity, audiovisual production, search optimisation, social media, training, consultancy and the integration of artificial-intelligence tools.

They are addressed to professional clients — companies, associations, public bodies, self-employed people. Where the client contracts as a consumer, the mandatory protective provisions of their country of residence apply and prevail over any contrary clause here.

They do not govern the use of the software we publish: that falls under the software licence. Where an engagement includes access to one of those products, both documents apply, each to its own subject matter.

Order of precedence, in the event of a contradiction: the contract or quote signed by both parties, then its technical annexes, then these terms, then the website terms of use. Your own general purchasing conditions bind us only where we have expressly accepted them in writing.

Every engagement is the subject of a written quote, provided before any work begins. The quote describes the scope, the deliverables, the price, the indicative timeline and the assumptions it rests on.

The contract is formed when the signed quote reaches us, or when you confirm your agreement to its content in writing. An estimate obtained from the site, a verbal exchange or an answer from the conversational assistant forms no commitment.

The quote lists what is included. What is not listed is not included — not out of cunning, but because a blurred scope always ends up setting two good-faith readings against each other. The following are excluded in particular, unless expressly stated in the quote:

• Writing content, translations and photo or video shoots.
• Purchasing domain names, hosting, and licences for fonts, photographs, videos, music and third-party extensions.
• Migrating data from an existing system.
• Maintenance, managed services and support after acceptance.
• Paid search and advertising budgets.
• Accessibility in the sense of a formal standard, as long as no audit is commissioned: we apply good practice, which is not the same thing as certified conformity, and we will not pretend otherwise.

The quote may state assumptions — number of pages, number of templates, volume of data to migrate, starting technology. If an assumption proves wrong, we tell you as soon as we see it, with the costed consequence, before undertaking the corresponding work.

A digital project takes two. The timelines we state assume that the following reaches us on the agreed dates.

• Content: text, images, logos, documents, in the formats requested.
• Approvals: a written answer within the time set in the schedule, failing which the stage is deemed approved after a written reminder has gone unanswered for ten working days.
• Access: accounts, hosting, domain names, third-party tools, with sufficient rights.
• A single point of contact, empowered to decide.

You warrant that you hold the rights in the items you entrust to us, and you indemnify us against any third-party claim relating to them. We flag anything that looks like a rights problem to us — but we are not in a position to check the origin of your material for you.

A delay attributable to you shifts the schedule by the same amount, with no compensation payable by us. If a project goes without a reply from you for more than sixty days, we may suspend it, invoice the work carried out, and charge for restarting at the rate then in force.

The quote states how many rounds of corrections are included for each deliverable. A round of corrections is feedback gathered in one go, not a succession of separate requests.

Any request outside the scope is priced in a written amendment, which you are free to accept or decline. We do not begin out-of-scope work before your agreement, and we never invoice it after the fact by appealing to what was “obvious”. Declining an amendment does not interrupt the rest of the project.

A change of direction requested after a stage has been approved — redesigning an approved mock-up, changing technology, rewriting a user journey — is an out-of-scope request, even where it concerns a deliverable already planned.

Each deliverable is handed over for acceptance testing. You have ten working days to report, in writing, any non-conformity with the agreed scope. After that period without written reservations, or as soon as the deliverable goes into production, acceptance is deemed given.

A reservation must describe the gap from the agreed scope. An aesthetic preference or a new idea is not a non-conformity: it is an out-of-scope request, and it is handled as such.

Conformity warranty: we correct free of charge any defect reported after acceptance that prevents the deliverable from working in accordance with the agreed scope, for the period stated in the quote. The warranty does not cover anything resulting from a change made by you or a third party, from a defect in a third-party component, from a change of environment, or from unintended use.

The warranty does not cover maintenance either: evolving, updating, monitoring and backing up fall under a separate contract, which we are glad to offer but which is never implied.

Prices are expressed in the currency stated in the quote and are exclusive of tax. Applicable taxes, bank charges and currency-exchange fees are borne by you.

Costs incurred on your behalf — domain names, hosting, font or image licences, subscriptions to third-party tools — are re-invoiced at cost, with supporting documents, or taken out directly in your name. We prefer the second: you stay the owner of your accounts.

The agreed price does not change without your prior written agreement. For a recurring service, a rate may be revised once a year, on three months’ written notice; if the revision does not suit you, you may terminate without penalty on its effective date.

Our invoices are payable according to the schedule set out in the quote.

Suspension for non-payment: where an invoice falls due and is not paid, we send a written formal notice. If it goes unheeded for fifteen days, we may suspend the service and the access concerned until payment. Suspension is not termination and does not suspend your own obligations.

We commit in return: we never suspend access without prior formal notice, except in a security emergency, and we always let you retrieve your data — that is not a bargaining lever.

This is the most important clause in this document, and the least read. It is therefore written plainly.

The principle: what we write remains our property, and you receive full use of it. Upon payment of the price in full, we grant you over the bespoke deliverables a perpetual, non-exclusive, worldwide right of use, transferable with your business, for every use your business requires — exploiting them, hosting them wherever you wish, having them modified, corrected or extended by the provider of your choice, whether that is us or not.

Assignment of ownership, by contrast, is not presumed. It takes place only where the quote contains an express assignment clause naming the deliverables, its extent and its price — and it takes effect only upon payment in full. Ask for it: we will price it and put it in writing. But we do not let it arise from silence, in either direction.

Until the price is paid in full, no right — of use or of ownership — is acquired, and exploitation of the deliverables is not authorised.

What is never assigned, however the quote is worded:

• Our pre-existing material: libraries, components, templates, scripts, methods and internal tools developed before the project or independently of it. The right of use described above covers them — which is enough for you to do as you wish with them, without obliging us to assign what also serves every one of our other clients.
• Our published software: where the project builds on one of our products, that product is never assigned, and neither are the modules developed for you inside it — they do not run without it. The whole is licensed under the software licence.
• Our know-how: the ideas, methods, principles and techniques applied. They are not appropriable and we go on using them elsewhere.
• Third-party components: open-source libraries, fonts, photographs, videos, music, extensions. They remain governed by their author’s licence; we tell you which, and you comply with its terms. We cannot assign what does not belong to us.
• Rejected proposals: mock-ups, creative directions and discarded versions are not assigned to you and may not be exploited.

What is yours unconditionally: your content, your trademarks, your data, your accounts and your credentials. They were yours before, they are yours during, they are yours after — including where the price is in dispute.

You are not locked in. The source code of bespoke development is handed over to you upon acceptance and payment in full, in a repository or an archive, with what is needed to build and deploy it. The right of use expressly authorises you to hand it to another provider. An ownership clause used to hold you captive would be a bad clause — and bad business.

We keep a copy of the deliverables for the duration of the warranty, then for as long as our evidential obligations require.

We may cite your name and present the work as a reference, on our site and in our proposals. A single email from you is enough for us not to, before or after publication, and without you having to give reasons.

Each party treats the other’s non-public information learned in the course of the project as confidential, and does not disclose it, during the contract and for three years after it ends. Excluded are information already public, information lawfully obtained from a third party, and information whose disclosure is required by law or by an authority.

We choose the people assigned to the project and may replace them, without quality or timelines suffering. We may use subcontractors; in every case we remain your sole point of contact and are answerable for their work as for our own.

Non-solicitation, reciprocal: during the contract and for twelve months after it ends, neither party solicits or hires a member of the other’s staff who worked on the project, without that party’s written agreement. This clause runs both ways, because a one-way protection is not one.

A fixed-price contract ends on acceptance of the last deliverable and payment in full. A recurring contract — maintenance, support, subscription — runs for the term stated in the quote.

Termination by you during a project: you pay us for the work carried out and approved at the termination date, plus the costs incurred on your behalf. We hand over the work as it stands, and the right of use described above is acquired by you to the extent of what has been paid. No further penalty is claimed from you.

Termination for breach: either party may terminate if the other is in serious breach of its obligations and does not remedy it within thirty days of a written formal notice describing the breach. Termination deprives nobody of the right to claim compensation.

At the end of the contract, whatever the cause: we hand over your data and your credentials in a usable format, on request, for ninety days. We withhold no file, no password and no domain name in order to gain leverage in a negotiation.

Force majeure: neither party is answerable for a failure caused by an unforeseeable, irresistible and external event — disaster, prolonged region-wide power or network outage, blocking of an essential third-party service, a decision by an authority. The affected party informs the other without delay. If the impediment lasts more than sixty days, either party may terminate without penalty.

We are bound by an obligation of means. We guarantee no commercial outcome: traffic, sales, search-engine position and reputation depend on your market, your competitors and your own choices as much as on our work. We decline to promise what we do not control.

We cannot be held liable for indirect damage — loss of revenue, loss of clientele, loss of data attributable to a third-party failure or to the absence of a backup on your side, reputational harm. In any event, our liability is capped at the sums you have actually paid for the engagement or subscription concerned during the twelve months preceding the triggering event.

After acceptance, backing up, monitoring and security-updating the deliverable are your responsibility, unless a maintenance contract is in force. We tell you so at handover, and we offer a solution — but we cannot be answerable for a system we no longer administer.

Nothing in this document limits our liability in the event of wilful misconduct, gross negligence, harm to a person’s physical integrity, or in cases where the applicable law prohibits such a limitation.

Where, in performing an engagement, we process personal data for which you are the controller — the contacts in your database, your users’ accounts, your newsletter subscribers — we act as a processor. A written data processing agreement complying with Article 28 of Regulation (EU) 2016/679 is then annexed to the contract.

• We process such data only on your written instructions, and solely for the purposes of the contract.
• We transfer it outside Senegal or the European Union only with the required safeguards, and we tell you our own sub-processors before using them.
• We help you answer the rights requests you receive, and notify a breach.
• At the end of the contract, we return that data to you and delete it from our systems.

The processing of the data we collect on our own behalf — your quote request, your commercial contact — is described in the privacy policy.

These terms are governed by Senegalese law. Before any proceedings, the parties undertake to attempt an amicable settlement: a written claim, an answer within fifteen days, a meeting if needed. Failing agreement within thirty days of the claim, the dispute is brought before the competent courts of Dakar.

If a clause of these terms is held void or unenforceable, the others remain in force, and the clause concerned is replaced by the valid provision closest to the parties’ common intention.

If you contract as a consumer residing in the European Union, this clause deprives you of no mandatory protection under the law of your residence, nor of the right to bring proceedings before your country’s courts.

For a question about these terms, a claim or a request for an amendment: