Terms of Service

I.1Purpose and contractual documents

These conditions govern all consulting, strategy, design, creative, development, production and support services provided by Horus Advisors LLC, a New Mexico limited liability company, EIN 98-1882721, whose address is 1209 Mountain Road Pl NE, Ste 7404, Albuquerque, NM 87110, United States, operating under the trade name Effika (the “Provider”). They apply whatever the medium or deliverable concerned.

These conditions are intended exclusively for clients acting in a professional capacity, in the course of their commercial, industrial, craft, liberal or agricultural activity. By signing the quote, the client (the “Client”) declares that it contracts in that capacity and for the needs of its business.

The contract consists of the signed quote and these conditions. In case of contradiction, the quote prevails. No purchasing conditions of the Client apply unless accepted in writing by the Provider.

I.2Formation of the contract

A quote is valid for 30 days from its date of issue. It is deemed accepted upon receipt of the quote bearing the words “Approved” (or “Bon pour accord”), dated and signed by an authorized person, or of any written statement unambiguously expressing the Client's agreement.

The Client acknowledges that it has read these conditions and accepts them without reservation.

Where a Client established in France exceptionally benefits from the right of withdrawal provided by Article L221-3 of the French Consumer Code, it expressly requests immediate performance of the services and acknowledges that this right is lost once the services have been fully performed before the withdrawal period expires, and that in case of partial performance it remains liable for the price of the services provided.

I.3Scope

The scope is the one described in the quote, line by line, and is assessed in light of the volumes and media mentioned there. Any service not provided for is the subject of a priced amendment, accepted in the same way.

Goodwill gestures. The Provider may occasionally provide services free of charge. Such a gesture neither modifies the scope nor creates an acquired right, and cannot be relied on to obtain further services of the same kind free of charge.

Quantities and variations. The quote sets the nature and number of the expected deliverables. Any additional variation, adaptation or reproduction of an approved deliverable, for whatever reason, is a new service and is the subject of an additional quote.

Written content. Unless otherwise stated, the Provider writes the content within the limits of the media and volumes set out in the quote. It works from the material supplied by the Client, proposes texts, and the Client gives its feedback for adjustment under Article I.6.

This writing is limited to the information supplied by the Client. The Provider takes no editorial liberty with anything that commits the reality of the Client's business: technical specifications, description of offers, figures, references, regulatory statements or claims of any kind. The Client supplies these elements, either as written texts or at least as structured, usable information.

Failing such elements, the Provider cannot be held liable for the inadequacy of the content produced or for the resulting delay, under Article I.4.

Images and media. The Provider uses the material supplied by the Client first. Where it is insufficient, the Provider may use royalty-free image libraries or AI-generated visuals. The Client is informed that the latter are not necessarily protected by copyright and are not guaranteed to be exclusive. Any custom photo or video production is a separate line item.

Fonts and licenses. By default the Provider uses royalty-free resources. The purchase of a license of any kind may be recommended to the Client; it is then pointed out and remains at the Client's expense. Licenses for professional publishing software remain the property and expense of each party.

Physical production. Creating a visual medium, a graphic element or any other deliverable does not include its physical production. Printing, manufacturing, finishing and delivery are excluded from the scope unless the quote expressly mentions them, in which case the Provider handles them under the conditions set out there.

Recurring fees for third-party services remain payable by the Client.

I.4Client's obligations

The Client appoints a project manager, the main point of contact authorized to approve, and provides that person's email address and mobile phone number. The project manager undertakes to remain reachable and available throughout the engagement. Other people may take part, provided approvals are centralized by the project manager.

The Client supplies, within the agreed time, everything needed: content, visuals, legal information, technical and administrative access.

The Client warrants that it holds the rights to the material it transmits and indemnifies the Provider against any third-party claim in that respect.

Any delay attributable to the Client automatically voids the agreed deadlines. Deadlines are suspended for at least the length of the delay, plus the time needed to pick the project back up and reorganize the Provider's workload. In that case the Client cannot rely on any late delivery.

Absence of response or approval for 30 days constitutes tacit acceptance of the stage concerned.

I.5Contributors and subcontracting

The Provider is free to entrust all or part of the work to collaborators, subcontractors or contributors of its choice, without the Client being able to object.

The Provider remains solely responsible to the Client for performance, whatever the organization chosen. No contractual relationship arises between the Client and these contributors.

The Provider guarantees that these contributors comply with the confidentiality and trade secret obligations of Articles I.9 and I.14.

Assignment. The Provider may assign the contract to any company it controls, that controls it or that is under common control, and to any successor of the business operated under the Effika name; the Client consents to this in advance. The assignment is notified to the Client in writing and may not reduce the guarantees the Client enjoys. The Client may assign the contract only with the Provider's prior written consent.

I.6Process, approvals and acceptance

Each deliverable includes two to three rounds of adjustments depending on the medium, the exact number being stated in the description of the service in the quote.

Beyond that number, any change request, additional iteration or change of creative direction is a new service and is the subject of an additional quote, priced case by case according to the nature and scale of the request.

On completion, the Client has ten days to report in writing any non-conformity with the scope. After that period, the service is deemed accepted without reservation.

I.7Price and payment

Prices are stated exclusive of tax, in the currency shown on the quote. The applicable tax regime and, where relevant, the corresponding legal statement appear on the quote and on the invoice.

The payment schedule is the one set out in the quote: full payment on order, deposit and balance, or instalments as agreed. Failing any mention, the full amount is due on order.

Unless otherwise stipulated, each invoice is payable on receipt and no later than fourteen days after its date of issue. Work begins once the first scheduled payment has actually been received.

In case of late payment, the Provider proceeds in stages: a simple reminder from the day after the due date, the Client being invited to state in writing the reason for the delay and a payment date; a formal reminder at day 30, failing a written explanation and commitment; a formal notice at day 45, sent by email with a request for acknowledgment of receipt or by registered letter, at the Provider's choice; and, at day 60, suspension of the work under the unpaid quote and of the related access.

The parties expressly agree that a written notice sent electronically constitutes a valid formal notice.

Suspension is proportionate to the breach: it covers the services and access relating to the unpaid quote. Services hosted under a maintenance contract are suspended only if the maintenance fees themselves are unpaid, under Part II.

Suspended services resume at the Provider's initiative once the situation has been regularized or a written agreement has been reached between the parties.

Any late payment automatically incurs, without prior notice, late-payment interest at the rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points, together with a fixed indemnity of €40 for recovery costs, in accordance, for Clients established in France, with Article L441-10 of the French Commercial Code. No discount is granted for early payment.

I.8Intellectual property: rights assigned to the Client

The Provider assigns to the Client, on an exclusive basis, all economic rights in the works created specifically for it: rights of reproduction, representation, adaptation and modification, for all purposes, including commercial, promotional, institutional and internal, on all known media, worldwide and for the full legal term of protection.

The assignment takes place line by line, as payments are made. As soon as a service identified in the quote has been delivered, approved and paid in full, whether by a dedicated payment or by allocation of a deposit, the rights relating to that service belong to the Client, regardless of whether the other lines are completed.

As long as a service has not been paid for, no right in it is transferred and its use is prohibited.

Third-party components, libraries, fonts and modules under their own licenses are excluded from the assignment and are licensed to the Client under the terms of their respective licenses.

The Provider retains the right to mention the work and reproduce extracts of it as a reference in its communication materials, portfolio, website and social media. The Client may object in writing, provided it does so before work begins; after that, the objection has no effect.

I.9Intellectual property: what the Provider retains

The following remain the exclusive property of the Provider and are not assigned: its methods, processes, tools, templates, libraries and generic reusable components; its strategies, analytical frameworks and operational approaches, in particular in acquisition, search and conversion; and all of its know-how, whatever the medium through which it is conveyed.

These elements are trade secrets. The Client undertakes not to disclose, reproduce or pass them on to a third party, or use them for any purpose other than this contract.

This undertaking also covers exchanges prior to signature: presentations, commercial proposals, audits, recommendations and demonstrations, including oral ones, and even if no contract is ultimately concluded.

In particular, the Client undertakes not to have carried out, in whole or in part, by a third party or by its own means, a proposal, recommendation or substantial strategic direction presented in a structured way by the Provider, in particular as an audit, strategy, action plan or detailed commercial proposal, whether before or during the contract. Such use gives rise to payment for the corresponding service at the price in the original proposal.

During the contract and for 12 months after it ends, the Client undertakes not to solicit directly the contributors assigned to the engagement for work of the same kind.

I.10Personal data protection

The Client is and remains the controller within the meaning of Regulation (EU) 2016/679 (GDPR). The following fall within its sole decision and responsibility: the purposes pursued, the legal bases chosen, the retention periods, the accuracy and updating of the information it provides, and any tool or processing it later implements.

Under this article, the Provider is bound by an obligation of means. It alerts the Client in writing to any instruction that appears to it to breach the regulations.

Where the service results in a medium that processes personal data, in whatever form, the Provider puts in place the technical compliance elements within its remit: consent collection and management, structure of the legal notice and privacy policy, documentation of the processing carried out by the delivered medium.

These elements are delivered in line with the regulations and the supervisory authority's recommendations as they stand on the delivery date, and on the basis of the information supplied by the Client. The Provider cannot be held liable for non-compliance resulting from inaccurate or outdated information from the Client, from a change made by the Client or a third party, from the addition of a third-party tool, or from a later change in the regulations.

Bringing into compliance an existing medium not built by the Provider, and any compliance update after delivery, are separate services.

Where the Provider accesses personal data on the Client's behalf, in particular for hosting or maintenance, the conditions of that processing are governed by the data processing addendum, which then forms an integral part of the contract. As the Provider is established in the United States, such access constitutes a transfer outside the European Union; it takes place under the conditions and with the safeguards provided by that addendum.

I.11Hosting and going live

Design and development work is carried out on the Provider's working environments, whether its own infrastructure or accounts subscribed with third-party providers.

Hosting of the delivered medium is optional. Three configurations are possible:

• Hosting by the Provider. On its environments, subject to a valid maintenance contract, and governed by Part II.
• Hosting by the Client. The Provider delivers the completed medium with the files, source code and deployment instructions. Deployment, operation and maintenance are then the Client's sole responsibility.
• Work on the Client's existing infrastructure. The Client guarantees the Provider full access to the necessary environments and tools. The Provider assumes no responsibility for that infrastructure or for third-party work on it.

Shared environments and access. The Provider's environments may be shared between several projects for organizational and security reasons. The Client therefore has no direct access to the Provider's administration accounts. It does, however, retain at all times the right to obtain a full export of its data and files and the transfer of the resources that are its own, under the reversibility conditions of Part II.

In every configuration where the medium is not hosted by the Provider, the warranty of Article I.12 does not cover defects resulting from deployment, the runtime environment, or any change made to the delivered elements.

I.12Warranty

The Provider warrants that the deliverables conform to the scope of the quote for 3 months from acceptance. During that period, it corrects free of charge any reproducible defect reported to it in writing.

The following are excluded from the warranty: changes and new requests; defects resulting from a change made by the Client or a third party; defects coming from a third-party service, from hosting not provided by the Provider, or from improper use.

I.13Liability

The Provider is bound by an obligation of means. Its liability, for all causes combined, is limited to the amount exclusive of tax actually paid by the Client under the quote concerned.

Indirect damages are excluded, in particular: loss of revenue, operating loss, loss of customers, loss of data, damage to reputation, commercial harm.

These limitations do not apply in case of gross negligence or willful misconduct, or where the law excludes them.

I.14Confidentiality

Each party undertakes not to disclose non-public information received from the other, whether commercial, financial, technical or strategic, during the contract and for 3 years after it ends.

This undertaking extends to exchanges prior to signature. It does not prevent the right of mention provided for in Article I.8, or disclosures required by law or a court decision. The trade secret provisions of Article I.9 apply without time limit.

I.15Termination

In case of serious breach by one party, the other may terminate the contract after a formal notice that has remained without effect for thirty days. Services performed up to termination remain due, and sums already paid remain with the Provider in proportion.

Serious breaches include in particular: non-payment persisting after the formal notice provided for in Article I.7; refusal or lasting inability to supply the elements essential to performance; use of unpaid deliverables; breach of Articles I.9 or I.14.

Termination for convenience. Either party may end the contract without giving reasons, with 30 days' written notice. In that case, services already started on the date of notification are completed and paid in full; services not started are dropped without compensation on either side. A service is deemed started once its performance has begun, including substantial preparatory work. Sums paid in advance for services not started are refunded to the Client within thirty days. The parties may also agree in writing to simply suspend the contract, setting its duration and the conditions for resuming it.

Abandoned project. Where the Client supplies no material and answers no request for 90 consecutive days, the Provider may close the project after a written reminder that has remained unanswered for fifteen days. The services performed are then invoiced. Any later resumption takes place on terms agreed between the parties and gives rise to a new quote where the scope or conditions have changed.

I.16Force majeure

Neither party is liable for a failure resulting from force majeure, meaning an event beyond its control, which could not reasonably have been foreseen when the contract was concluded, and whose effects cannot be avoided by appropriate measures.

This includes in particular natural disasters, armed conflicts, epidemics, administrative prohibitions, and prolonged failures of telecommunication networks or of the Provider's infrastructure suppliers.

The affected party informs the other without delay. Obligations are suspended for the duration of the impediment. If it exceeds 60 days, either party may terminate without compensation, services already performed remaining due.

Unavailability of the Provider. The parties expressly agree that any prolonged unavailability of the person performing the work, resulting in particular from illness, accident, hospitalization or any serious personal event, is a ground for suspending the contract. The Provider informs the Client as soon as it becomes aware of it and, as far as possible, gives a foreseeable duration.

During that period, deadlines are suspended and no penalty or compensation for delay is due. If the unavailability exceeds 60 days, either party may terminate the contract without compensation; services performed remain due and sums received for services not performed are refunded. With the Client's agreement, the Provider may at any time propose a contributor of equivalent skill to continue the work.

I.17Language, governing law and disputes

Language. The contract is drawn up in the language of the quote. Where the quote is issued in French, the French version of these conditions prevails over any translation, including this page.

Governing law. The contract is governed by the law stated in the quote. Unless the quote provides otherwise: for a Client established in France, the contract is governed by French law; for any other Client, it is governed by the laws of the State of New Mexico, United States of America.

Amicable resolution. In case of dispute, the parties undertake to meet to seek an amicable solution. For a Client established in France, failing agreement within sixty days, the parties refer the matter, before any legal action, to the Médiateur des entreprises, a free public service, or, if it declines jurisdiction or is unavailable, to any independent mediator appointed by mutual agreement.

Jurisdiction. Failing resolution, for a Client established in France, jurisdiction lies with the courts of the Client's registered office. For any other Client, the state and federal courts located in Bernalillo County, New Mexico, have exclusive jurisdiction.

Limitation period. Any action relating to the formation, performance or termination of the contract must be brought within one year of the event giving rise to it, to the extent permitted by the applicable law (for a Client established in France, in accordance with Article 2254 of the French Civil Code).

By way of exception, the amicable procedure above does not apply to the recovery of sums due. The Provider may at any time, without notice or prior attempt at conciliation, bring any recovery proceedings, in particular an application for an order for payment, as well as any protective measure or summary proceedings.

Severability. If any provision of the contract is held void or deemed unwritten, the others remain in full force. The parties negotiate in good faith a valid provision whose effect is as close as possible to that of the provision set aside.

No waiver. A party's failure to rely on a breach by the other does not constitute a waiver of the right to rely on it later.

II.1Purpose

To keep the work identified in the quote in working order, whatever its nature (website, application, platform, tool or any other digital deliverable), and to host it.

Maintenance in principle covers a work built by the Provider. The Provider may agree to maintain a work built by a third party; in that case a prior audit, invoiced on quote, lists the existing defects, for which the Provider is not responsible.

This Part supplements Part I. In case of contradiction between them, this Part prevails for everything relating to maintenance and hosting.

II.2What maintenance includes

Every maintenance plan includes:

• hosting of the work on the Provider's environments, meaning both its own instances and the hosting services it subscribes to as a business (Article II.4);
• a domain name with a standard extension (.com, .fr, .net, .co or equivalent) at the registry's standard rate; premium domains or domains with special pricing are invoiced separately, with the Client's prior agreement;
• security and component updates, applied on a monthly cycle, and without waiting for that cycle when a vulnerability or defect is detected by the Provider's tools or reported by the Client;
• backups, under Article II.4;
• uptime monitoring: an automatic check that alerts the Provider if the work goes down; outages detected this way are handled during business hours, within the times of Article II.5, without the Provider being required to inform the Client of every brief or resolved incident;
• correction of detected or reported defects;
• minor changes, within the fair use defined below;
• support by email and messaging, with a reply within three business days at the latest.

The plan subscribed, its price and, where applicable, the enhanced service levels attached to it (shorter response times, faster support, priority handling, daily backup or any other option) are set out in the quote, which prevails over this Part.

A minor change is an adjustment of content, layout or behavior that affects neither the structure of the work nor its technical architecture, and is not a new feature. Minor changes are included within fair use, assessed in light of the purpose of the plan: keeping the work in good working order and fit for use, without replacing a development engagement.

Where requests exceed, by their nature or cumulative volume, what maintenance reasonably allows, the Provider informs the Client and submits a priced proposal; it carries out the request only once accepted. Corrections under the Part I warranty are not minor changes and do not count toward fair use.

II.3Exclusions

Maintenance does not cover:

• functional changes, redesigns and, more generally, anything beyond the minor change defined in Article II.2;
• content production (pages, articles, visuals, translations), search engine optimization and advertising campaigns;
• failures of third-party services and infrastructure suppliers;
• the supply and renewal of licenses and subscriptions held in the Client's name;
• user training, beyond the support provided for in Article II.2;
• legal or regulatory compliance of the Client's content and business.

Defects caused by work done by the Client or a third party are corrected at no extra charge when a minor intervention or the restoration of an available backup can fix them. Beyond that, the repair is the subject of a priced proposal. The Provider is not liable for the loss of elements deleted or altered by the Client when no backup allows them to be restored.

In case of a security incident, analysis and initial containment measures are included. Full restoration is included when the incident results from the Provider's failure to meet its update obligations; otherwise it is the subject of a priced proposal.

II.4Hosting, domain name and backups

Hosting is provided on the Provider's environments, whether its own infrastructure or accounts subscribed with third-party providers, listed in the data processing addendum. The Provider may change provider, provided it informs the Client beforehand and guarantees an equivalent level of service.

The domain name remains the Client's property, including when it was registered by the Provider; it is transferred to the Client on first request and is never withheld, including in case of dispute. Only registry fees may be invoiced and, where the transfer is part of a migration requiring actual work, that work, on a priced proposal accepted beforehand.

Backups cover the deployed source code, the database, the files uploaded by users and the configuration needed to restore service. Backups are weekly; the last four are kept. Restoration at the Client's request is included, except for losses caused by the Client. A daily frequency can be set up depending on the profile of the work; it is the subject of a separate quote.

The Provider uses reasonable means to ensure the availability of the service. No availability rate is guaranteed, as outages attributable to infrastructure suppliers are beyond its control.

II.5Response times

Throughout this Part, business days and hours mean Monday to Friday, 9 a.m. to 6 p.m., in the time zone of the main place from which the Provider performs the services, excluding the public holidays that apply there.

These are maximum times to take charge of an issue, not to resolve it; the Provider acts without unjustified delay as soon as an issue is detected or reported. The quote may provide shorter times. For a blocking defect, the Provider keeps the Client informed of progress until service is restored.

II.6Start date, price and billing

Maintenance starts on delivery and go-live of the work, approved under Part I. For a work already in operation, it starts on the date stated in the quote. It may exceptionally begin before the project work is fully completed, with the written agreement of both parties.

The fee is payable monthly in advance. It is paid exclusively by automatic payment, using a valid bank card or any other recurring payment method set up by the Provider. The Client keeps a valid payment method throughout the contract.

The Provider may revise the price with one month's notice. No revision takes effect during the initial term, whose price is guaranteed. If the Client refuses a revision, it may terminate the contract, without notice, on the date the revision takes effect.

If an automatic payment fails, the Provider informs the Client, who has ten days to regularize. Failing that, a formal notice is sent; if it remains without effect for ten days, the service may be suspended, hosting included. Suspension does not release the Client from the fees due.

For maintenance fees, this timeline replaces the reminder schedule of Article I.7. The late-payment interest and fixed recovery indemnity provided for in that article remain applicable, as does the validity of a formal notice sent electronically.

II.7Term, renewal and termination

The contract is concluded for a firm initial term of 12 months: during that period, it may be terminated only for breach, under Article I.15, or in the cases provided for in Article I.16 (force majeure and prolonged unavailability).

Persistent and characterized abuse of support or of minor changes, continuing after a written warning from the Provider, also constitutes a serious breach within the meaning of Article I.15.

By way of exception, the Client may terminate the contract during the initial term in case of permanent cessation of its business, evidenced by any official document attesting to deregistration, liquidation or cessation, with thirty days' written notice. Fees remain due until the end of the notice period, and the reversibility provisions of Article II.8 apply.

At the end of the initial term, the contract continues for an indefinite period, without any new formality or signature. Either party may then end it in writing with three months' notice. The fee remains due throughout the notice period.

Termination for convenience under Article I.15 does not apply to maintenance: the right to end the contract without cause is governed exclusively by this article and, in case of a price revision, by Article II.6.

II.8Reversibility

On termination, the Provider hands over to the Client, at no extra cost:

• a complete archive of the files and source code of the delivered work, whatever its nature;
• a full export of the database in a usable format;
• the list of third-party services used; where an account belongs to the Client, its access credentials are handed over; where the work is hosted on a shared account of the Provider, the exports above serve as restitution, since no direct access can be given without exposing the Provider's other clients;
• the transfer of the domain name, under Article II.4.

The work stays online throughout the notice period. The Client may, however, ask in writing for it to be deactivated immediately; the fee then remains due until the end of the notice period.

Data is kept for ninety days after the end of the contract, solely for restitution and evidence, then permanently deleted, unless a legal retention obligation applies.

Handing over the archive does not assign the intellectual property rights in services not paid in full, Article I.8 remaining applicable.

II.9Personal data

Hosting and maintenance always involve processing personal data on the Client's behalf. The conditions are set out in the data processing addendum, provided with the quote, which forms an integral part of the contract.

II.10Liability and governing law

The Provider's liability is limited to the amount of fees actually paid over the last twelve months. Articles I.13 and I.17 apply for the remainder.

II.11Stand-alone subscription

The contractual documents form a whole. Part I accompanies every quote; Part II is added as soon as the quote includes maintenance or hosting; the data processing addendum and the Standard Contractual Clauses are added as soon as a service in the quote involves processing personal data on the Client's behalf, which is always the case for maintenance and hosting. Where maintenance is subscribed on its own, without a related project, Articles 1, 2, 4, 5, 7, 9, 13, 14, 15, 16 and 17 of Part I apply mutatis mutandis: the subscription quote stands in for the quote, and the fee stands in for the price.