These Terms of Sale (hereinafter "ToS") govern the commercial relations between Includdy and its Customers in connection with the subscription and use of services offered by the Includdy platform.
These ToS supplement the Terms of Use (hereinafter "ToU"). In case of conflict, the ToS prevail over the ToU for commercial aspects.
1. Definitions
- "Includdy" or "the Service Provider": Includdy, a simplified joint-stock company with capital of €1,000, registered with the Nice Business Register under number 928 429 554, with its registered office located at 1 avenue Général Weygand, 06000 Nice, France.
- "Customer": any legal entity or natural person acting in the course of their professional activity, subscribing to a Service subscription.
- "Service": all functionalities offered by the Includdy Platform and the Includdy browser extension, as described in the ToU.
- "Subscription": the service subscription contract concluded between Includdy and the Customer for a fixed term.
- "Quote" or "Commercial Proposal": the document issued by Includdy, detailing the services offered, applicable rates and specific conditions agreed with the Customer.
2. Scope of application
These ToS apply to any subscription to the Service by a professional Customer. They are accessible at any time on the website https://includdy.com/terms-of-sale.
The validation of an order or the signature of a Quote implies unreserved acceptance of these ToS.
Specific conditions agreed in writing between the parties may supplement these ToS. In case of conflict, the specific conditions prevail.
3. Services offered
Includdy proposes a digital accessibility testing and audit service in SaaS mode (Software as a Service), including in particular:
- Automated diagnosis of conformity to EAA, WCAG and RGAA standards;
- AI-assisted code correction suggestions;
- Project audit management and team collaboration;
- Export of analysis results;
- Access to the Chrome DevTools browser extension.
Additional services (manual audit, digital accessibility consulting, training) may be offered upon quote.
4. Rates
4.1 Determination of rates
Subscription rates are communicated on request and defined in the Quote or Commercial Proposal issued by Includdy based on the Customer's needs (number of users, project volume, desired features, commitment period).
Rates are stated excluding taxes (HT). Applicable VAT will be added in accordance with applicable regulations.
4.2 Rate revision
Includdy reserves the right to modify its rates at any time. New rates apply only to Subscriptions entered into or renewed after the effective date of the new rates. The Customer will be informed of any rate changes at least thirty (30) days before renewal of their Subscription.
5. Order and subscription
Subscription to the Service is made by:
- Acceptance of a Quote issued by Includdy; or
- Validation of an online order on the Platform, when this functionality is available.
The order is deemed firm and final as of confirmation by the Customer (signature of the Quote or online validation).
6. Payment terms
6.1 Payment methods
Payment is made by bank transfer or by any other means agreed between the parties.
6.2 Due dates
Unless otherwise stated in the Quote, invoices are payable within thirty (30) days from the date of issue.
6.3 Late payment
In accordance with articles L.441-10 and following of the French Commercial Code, any late payment automatically results in:
- The application of late payment penalties at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points, calculated on the gross amount of the remaining sum due;
- A flat-rate indemnity for recovery costs of forty (40) euros.
Includdy reserves the right to suspend access to the Service in case of non-payment within the agreed timeframe, after a demand for payment that remains unheeded for a period of fifteen (15) days.
7. Subscription duration
7.1 Initial duration
The Subscription is entered into for the duration indicated in the Quote (monthly or annual).
7.2 Renewal
Unless otherwise stipulated, the Subscription is automatically renewed for a duration identical to the initial period. The Customer may object to renewal by notifying Includdy in writing (email to [email protected]) at least thirty (30) days before the renewal date.
8. Termination
8.1 Termination by the Customer
The Customer may terminate their Subscription at any time by notifying Includdy by email at [email protected]. Termination takes effect at the end of the current period (month or year depending on the Subscription taken out).
8.2 Termination by Includdy
Includdy may terminate the Subscription of right in case of material breach by the Customer of their obligations (in particular non-payment, abusive use of the Service), after a demand for payment that remains unheeded for fifteen (15) days.
8.3 Consequences of termination
Upon expiration or termination of the Subscription:
- Access to the Service is deactivated;
- The Customer may request export of their data within thirty (30) days following termination;
- After this period, the Customer's data will be deleted.
9. Refund
9.1 Monthly Subscription
No refund is granted for the current month. Termination takes effect at the end of the current month.
9.2 Annual Subscription
In case of early termination of an annual Subscription, the Customer may obtain reimbursement of unused remaining months. The refund is calculated based on the applicable monthly rate (and not the preferential annual rate), less months already elapsed.
Example: a Customer who subscribed to an annual Subscription at €1,200 (i.e. €100/month) and wishes to terminate after 4 months, when the monthly rate is €130/month, will be reimbursed: €1,200 – (4 × €130) = €680. If the result is negative or zero, no refund is due.
10. Customer obligations
The Customer undertakes to:
- Provide accurate and complete information upon subscription;
- Pay invoices within the agreed timeframe;
- Use the Service in accordance with the ToU and ToS;
- Ensure the confidentiality of their access credentials;
- Inform Includdy of any changes affecting the information communicated.
11. Includdy obligations
Includdy undertakes to:
- Provide the Service in accordance with the description of the ToU and the Quote;
- Ensure maintenance and updates of the Service;
- Implement reasonable security measures to protect the Customer's data;
- Inform the Customer in case of a major incident affecting the Service.
The Service is provided on a best efforts basis. Includdy does not guarantee that the Service will be error-free or uninterrupted.
12. Intellectual property and license to use
Includdy grants the Customer, for the duration of the Subscription, a non-exclusive, non-transferable, non-assignable and non-sublicensable license to use the Service.
This license authorizes the Customer to use the Service in accordance with its intended purpose, within the limits provided in the Quote (number of users, analysis volume, etc.).
The Customer has no property rights over the Service, its components, algorithms or underlying technologies.
13. Liability and limitation
13.1 Limitation of liability
Includdy's liability under these ToS is limited to direct and foreseeable damages. In any case, Includdy's total liability may not exceed the total amount of sums actually paid by the Customer over the twelve (12) months preceding the event giving rise to the damage.
13.2 Exclusions
Includdy shall not be liable for:
- Indirect damages, including loss of revenue, profits, data or business opportunities;
- Results obtained from the use of the Service, which constitutes decision-making assistance and not a legal compliance audit;
- Damages resulting from a fault or negligence of the Customer;
- Service interruptions due to force majeure.
14. Force majeure
Neither party shall be held liable for failure to perform its obligations if such failure results from a force majeure event within the meaning of article 1218 of the French Civil Code (an event beyond the control of the party concerned, unforeseeable and irresistible).
In case of force majeure lasting more than thirty (30) days, either party may terminate the contract without compensation.
15. Confidentiality
Each party undertakes to treat as confidential all information of a technical, commercial or financial nature exchanged in the context of the performance of these ToS, and not to disclose it to third parties without the prior written consent of the other party.
This confidentiality obligation remains in force during the entire duration of the contract and for a period of two (2) years following its expiration.
16. Personal data
The processing of personal data in connection with the Service is governed by Includdy's Privacy Policy, which complies with the General Data Protection Regulation (GDPR).
When Includdy processes personal data on behalf of the Customer (in its capacity as a data processor within the meaning of the GDPR), the terms of such processing are defined in a data processing agreement (DPA) concluded between the parties upon request.
17. Modification of ToS
Includdy reserves the right to modify these ToS. Any modification will be communicated to the Customer at least thirty (30) days before its entry into force. Failure by the Customer to object in writing within this timeframe is deemed acceptance of the new ToS.
18. Applicable law and dispute resolution
These ToS are governed by French law.
In case of dispute, the parties will endeavor to find an amicable solution within a period of thirty (30) days. Failing an amicable agreement, the dispute will be brought before the competent courts of Nice.
19. Contact
For any questions relating to these ToS:
- Email: [email protected]
- Address: Includdy, 1 avenue Général Weygand, 06000 Nice, France
This translation is provided for convenience only. In case of any discrepancy, the French version prevails.