General Terms of Service

These General Terms of Service ('CGPS') define the conditions under which Emmanuel AGBOTOEDO MAHOUKPEGO provides clients with services including design, development, integration, deployment, maintenance, guidance, and consulting in the digital domain.

These CGPS form the general framework applicable to services. Special terms in the quote, specifications, contract, or any other document accepted by the parties prevail in case of conflict with these CGPS.

They apply specifically to the following services:

The definitive legal details of the provider are those indicated on applicable invoices, quotes, and legal notices.

In these CGPS:

Placing an order for any service implies knowledge and acceptance of these CGPS.

The Client acknowledges having had the opportunity to seek clarifications before confirming the order.

Acceptance may result specifically from:

In case of conflict, special terms negotiated for the Project prevail over these CGPS.

The Provider may decline a Mission if technically unfeasible, unlawful, contrary to professional principles, or incompatible with available capacity.

The contractual relationship consists of all applicable documents, including:

The Provider performs only services expressly specified in the quote, contract, or specifications.

Any service not expressly included is considered out of scope.

These items may be subject to separate billing.

Unless indicated otherwise, the following are not automatically included:

The exact workflow may be adapted for each Project.

Unless special terms apply, a Mission follows these steps:

When specifications document exists, it constitutes main reference for scope.

Provider develops features described therein subject to technical limits and agreed terms.

Unmentioned features are not automatically included.

Requests adding or substantially modifying initial scope undergo further analysis.

Client cannot consider new features as free bug fixes.

Provider may propose:

A Mission is direct when the Client contacts the Provider directly or when no sales intermediary is entitled to a commission.

In this case, the Provider:

The Provider may receive Missions from sales reps, referral partners, colleagues, agencies, or other intermediaries.

The handling depends on the contractual relationship between the Provider, the intermediary, and the final Client.

Two situations are specifically distinguished.

Referred engagements must be identified prior to or at contract execution.

Commission eligibility requires verifiable introduction by the partner and prior written commission terms.

Unless agreed otherwise, simply sharing contact details does not create a permanent right to commissions.

Attribution terms may be detailed in a separate commercial agreement.

When referral commissions apply, the percentage or fixed rate is set before contract signature.

Calculation base, due dates, and payment terms must be specified in the applicable agreement.

Unless stated otherwise, commissions are calculated solely on funds actually received and collected by the Provider.

If payments are staggered, commissions are distributed proportionally upon actual funds receipt.

Uncollected amounts generate no commission unless contractually agreed otherwise.

In cases of cancellation, refund, unpaid invoices, or termination, commission rights are adjusted accordingly.

Commissions may be:

Billing method is specified in quote or contract.

Services may be billed:

Unless stated otherwise, a quote is valid for 30 days.

Substantial scope modifications require a new quote.

Quotes specify when relevant:

When a deposit is specified, work begins only after effective receipt of payment.

Deposit amount is indicated on the quote.

Applicable percentage is as stated in the accepted quote or contract.

The deposit forms part of the project price when so defined in contract documents.

Cancellation and refund terms are governed by contract and applicable law.

Depending on Project nature, Provider may request:

For major Missions, payment may be split into multiple stages.

Applicable schedule is specified in quote or contract.

Work continuation may be suspended if a due payment is unpaid.

Invoices are issued per completed services and scheduled dates.

Client must pay each invoice within indicated timeframe.

Invoices may be sent electronically.

Client must report apparent invoice errors within reasonable time.

Work suspension due to late payment does not constitute Provider default.

Delivery timelines may be recalculated when late payment delays normal progress.

Late payment may incur under applicable regulations:

Unless agreed otherwise, full payment is prerequisite to final release of contract deliverables.

Transferred IP rights are exclusively those expressly assigned in contract.

Extra fees may be invoiced when pre-agreed or resulting from additional Client requests.

Client is notified before committing extra expenses when feasible.

Includes specifically:

An urgent request requires significant schedule changes.

Provider may accept or decline urgent requests based on bandwidth.

A price surcharge applies if communicated and accepted before execution.

Provider operates independently and freely organizes working hours.

As a guideline, work capacity averages 35 to 40 hours per week across active projects and commitments.

This is not a commitment to fixed hourly dedication for any single Client unless time-and-materials contract applies.

Professional communications take place during communicated business hours.

After-hours urgent requests may be declined or subject to specific agreed billing.

Instant responses to every message are not guaranteed.

Response times depend on urgency, contract, and workload.

Parties communicate via email, PM tools, chat, WhatsApp (when accepted), or video call.

Major decisions (validation, change requests, quote sign-off, cancellation) require written confirmation.

Timelines depend on Client responsiveness, sign-offs, payments, access, third parties, and changes.

When original timeline becomes impossible due to external factors, a new schedule is set.

Suspension may lead to timeline extensions.

Provider may temporarily suspend services when:

Unless specifically agreed, Provider is bound by an obligation of means, not absolute result guarantee.

The Provider commits to:

Client is responsible for accuracy and legality of provided content.

The Client commits to:

Delays caused by Client cannot be considered Provider delays.

When Provider awaits information, sign-off, credentials, files, payment, decisions, or essential elements:

Client warrants legal right to use all provided text, images, video, trademarks, and data.

Client remains liable for consequences of illegal or unauthorized content.

Provider may decline integrating content of doubtful legality.

Provider does not guarantee commercial outcomes not expressly warranted.

In Mission execution, Provider commits specifically to:

Client commits specifically to:

Client is invited to inspect delivered assets.

Objections must be submitted in writing describing precise anomalies.

Requests matching specifications are processed per Mission terms.

New or evolving requests undergo extra billing.

Project is delivered once agreed elements are completed and provided per terms.

Concept of 'completed product' is measured against contractual scope, not future requested features.

Delivery may take the form of:

When UAT is specified, Client has agreed timeframe to verify deliverables.

If unspecified, a reasonable timeframe applies given Project nature.

Objections must concern in-scope elements.

New feature requests do not constitute UAT objections.

Mission closure does not prevent subsequent maintenance or enhancement contracts.

A Mission normally closes when:

Handover of source code, admin access, or design files depends on contract terms.

When handover is tied to full payment, Provider may withhold access until complete bill settlement.

An anomaly is covered as a bug when concerning an in-scope feature, reproducible, resulting from deliverable, and not caused by external edits.

The following do not constitute bugs:

When warranty applies, it covers solely anomalies attributable to Mission code.

Warranty duration is specified in contract.

Unless agreed, no ongoing free permanent maintenance is implied.

Warranty does not automatically cover:

Initial development does not automatically constitute permanent maintenance contract.

Post-delivery maintenance may be offered via subscription, retainer, hourly credit, or one-off work, including per contract:

Support consists of assisting Client in product usage per terms.

Support does not include new feature development.

Interventions beyond planned support undergo billing.

Requests post-validation not covered by warranty constitute enhancement.

Provider communicates estimate before initiating extra work.

It may be processed via:

When Provider configures hosting, hosting costs remain Client responsibility unless agreed.

Provider may use third-party vendors.

Provider cannot guarantee 100% uptime of third-party infrastructure.

Infrastructure operation depends on:

Projects may integrate third-party services (payment, hosting, storage, AI, auth).

These services are governed by their own usage terms.

When third-party changes require extra work, additional billing applies.

Client acknowledges Provider does not control:

When Project requires third-party accounts, Client is responsible for account ownership.

Provider may assist Client in setup.

Subscription fees and license costs remain Client responsibility unless agreed.

Provider implements reasonable security measures.

However, no IT system can be guaranteed 100% immune from vulnerability.

When Client or third party alters system post-delivery, Provider is not liable for resulting consequences.

Client must specifically:

When backups are included, terms are specified in contract.

Unless agreed, Provider does not guarantee permanent data archiving.

Client must maintain independent backups as required for business operations.

Provider strives for stable product operation.

However 100% uptime cannot be guaranteed when dependent on third-party hosting, DNS, APIs, payments, or cloud infrastructure.

When Provider develops e-commerce/data tools, Client remains responsible for legal compliance.

Provider delivers technical solution within agreed boundaries.

Provider does not act as legal, tax, financial, or regulatory counsel.

Project payment does not imply transfer of rights over Provider pre-existing assets.

Unless stipulated otherwise, Provider retains rights over:

Client warrants holding necessary rights for their usage within Mission.

Client retains ownership over:

When contract specifies IP assignment, it is defined in writing.

Unless stipulated otherwise, rights over custom-developed assets take effect upon full settlement of Mission invoices.

Third-party or open source components remain governed by their own licenses.

Project may integrate open source or licensed third-party components.

Client accepts their usage is governed by respective license terms.

Provider cannot transfer rights not personally possessed.

Unless NDA applies, Provider may display project references in portfolio.

If expressly declared confidential, Provider respects restrictions.

Portfolio display may include:

Each party agrees to maintain confidentiality of proprietary information received during Mission.

Includes commercial, financial, technical data, source code, credentials, client data, internal docs, strategy. Excludes information:

When Project involves personal data processing, parties define respective GDPR roles.

Client remains responsible for legality of collected data.

Data Processing Agreement (DPA) may be executed if required.

Provider website privacy policy is separate from contract obligations for Client product.

Neither party is liable for failure or delay resulting from events beyond reasonable control under applicable law.

Affected party notifies other party within reasonable time when feasible.

Parties may agree to suspend or adjust Mission during force majeure.

Client may request early termination per contract terms.

Request must be submitted in writing.

If termination occurs post-kickoff, fees for executed work and commitments remain due.

Deposit retention and expenses are determined per contract terms.

Provider may terminate when contractual or legal grounds permit.

When feasible, prior formal notice is delivered allowing opportunity to cure.

Specifically in cases of:

When Project is blocked by Client unresponsiveness, Provider sends reminders.

After reasonable inactivity, Project is suspended.

If unresponsiveness persists preventing execution, contract may be terminated.

Financial settlement is calculated based on completed work and contract terms.

Upon Mission end:

When Client abandons Project post-kickoff, financial settlement follows contract terms.

Provider may specifically bill:

Provider may refuse or stop Mission when serious grounds exist that Project involves:

Provider commits to reasonable professional diligence.

Liability is limited strictly per contract and applicable law.

Liability caps apply to maximum extent permitted by law.

Provider cannot be held liable for damages resulting exclusively from:

Post-delivery, Client is responsible for operating product per intended use.

Client must specifically:

Unless specifically agreed, website creation does not guarantee specific traffic or business outcomes.

Results depend on market, content, competition, search algorithms, and external factors.

The following are specifically not guaranteed:

Provider operates as independent professional contractor.

Provider freely organizes activity subject to contractual commitments.

These CGPS do not create:

Provider may engage subcontractors or partners for specific tasks when compatible with contract obligations.

Provider remains responsible for contractual obligations per law.

Appropriate NDA/DPA terms are extended to engaged subcontractors.

Neither party may transfer contractual rights/duties without prior permission when prohibited.

Assignments requiring consent must be authorized in writing in advance.

Provider may modify CGPS to reflect business, service, or legal changes.

Applicable version is the one accepted upon contract signature.

Modifications cannot retroactively extinguish acquired rights.

If a clause is held invalid, remaining terms continue in effect per law.

Parties may replace invalid terms with valid ones of equivalent intent.

Failure to immediately exercise a right does not constitute permanent waiver.

Waivers must be interpreted per circumstances and governing law.

Parties may use electronic comms for documents, sign-offs, and updates.

Electronic comms serve as legal proof of agreement when permitted by law.

Parties archive important project documents.

In case of dispute, parties commit to seeking prior amicable resolution.

Parties may hold meetings to resolve issues.

Amicable attempt does not restrict urgent legal remedies.

Complainant party sends written notice stating:

Governing law and jurisdiction are set per mandatory statutory provisions.

For international contracts, special terms may specify applicable jurisdiction.

Nothing herein deprives consumers of mandatory statutory protections.

Mandatory consumer protection statutory rights prevail over conflicting terms for consumer clients.

Applicable terms differ based on Client status:

For complex projects, parties may sign a specific custom contract.

Specific contracts supplement these CGPS.

Specific contracts detail:

In case of conflict between equal-level documents, most recent accepted version prevails.

Unless stated otherwise, contractual documents interpret in this order:

Present CGPS take effect from publication date or specified version date.

Current Version: 1.0 — Date: September 18, 2026

They may be supplemented by special terms specific to each Mission.

By accepting a quote, contract, or order referencing these CGPS, Client acknowledges: