Terms of sale

1. Identification of the provider

These terms of sale (the "Terms") are those of Cardynal, a simplified joint-stock company (SAS) under French law with share capital of 2 €, whose registered office is at 142 rue de Rivoli, 75001 Paris, France, registered with the Paris trade register under number 107 620 767, EU VAT FR44107620767, represented by its president Chnéor Sitbon (the "Provider").

972.agency is the trading name under which the Provider operates. The Provider has an operating office at Yad Harutzim 4, Jerusalem, Israel; that office is not a separate legal entity and changes neither the governing law nor the jurisdiction set out in article 20. Contact: hello@972.agency.

2. Purpose and scope

The Terms define the conditions under which the Provider carries out, for its client (the "Client"), services of design, development, launch, maintenance and hosting of websites, online stores, custom applications and conversational agents (the "Services").

In accordance with article L441-1 of the French commercial code, the Terms constitute the sole basis of the commercial negotiation. They are provided to any Client who requests them and are permanently accessible on the site.

The Services are addressed exclusively to businesses acting within their professional activity. Any order implies unreserved acceptance of these Terms, which prevail over the Client's purchasing conditions unless otherwise agreed in writing. The applicable Terms are those in force on the day the quote is accepted.

3. Quotes and formation of the contract

Every Service is the subject of a written quote setting out its scope, its price and its lead time. The quote is valid for 30 days from issue.

The contract is formed on the date the Provider receives the accepted quote, by signature, electronic validation or any writing unambiguously expressing the Client's agreement, together where applicable with the payment provided for in article 6.

The prices shown on the site ("from 200 €", "starting at…") are indicative entry prices corresponding to the standard scope described on the home page. They do not constitute an offer within the meaning of article 1114 of the French civil code: only the accepted quote binds the parties.

4. Scope of the Services

4.1 Build

Unless stated otherwise in the quote, a build Service includes graphic design, integration of the content supplied by the Client, development, testing, launch and brief training in the use of the tools delivered.

4.2 Hosting and maintenance

Keeping a delivered site online is the subject of a separate subscription, whose amount is set in the quote. It covers hosting, technical security updates, uptime monitoring and minor content changes requested by the Client, up to one intervention per month. From the five-page brochure plan onwards, it additionally covers the local search services described in the quote: upkeep of the business profile, tracking of reviews and local rankings, and a monthly report. Functional changes, redesigns or added pages are the subject of a further quote.

4.3 What is not included

Unless expressly stated in the quote, the following are not included: writing long-form editorial content, professional photography on site, the purchase of paid licences, fonts or visuals, domain-name and third-party service fees (online payment, email, APIs), and any service not described in the quote.

Where the Provider runs advertising campaigns, the advertising budget is borne by the Client and paid by the Client directly to the platforms concerned (Google, Meta or others); it is separate from the Provider's fees and is never advanced by the Provider.

4.4 Translation and multilingual sites

Where the Service includes one or more additional languages, the Provider delivers the translation of the content supplied or written by it, the typographic and reading-direction adaptation proper to each language, and the language-alternate tags. The Client alone remains responsible for the accuracy of the regulatory information required in each target market. Unless stated otherwise in the quote, the French version of the contractual documents is authoritative.

4.5 Recurring visibility services

Editorial SEO, visibility with generative artificial-intelligence systems and advertising campaign management are the subject of a separate quote setting out their scope, their monthly deliverables and their duration. They are best-efforts obligations under the conditions of article 11.

5. The Client's obligations and cooperation

The Client undertakes to:

• appoint a single point of contact with authority to approve deliverables;
• provide, within a reasonable time, all necessary materials (text, images, logo, technical access, the legal details of its business);
• warrant that it holds the rights in the materials it supplies and that they infringe no third-party right nor any legal provision;
• respond to the Provider's requests and give approvals within the agreed time.

The Client indemnifies the Provider against any third-party claim relating to the content it has supplied. The Provider cannot be held liable for the editorial content published by the Client, nor for the Client's compliance with the rules of its own profession or professional body, of which the Client remains solely the guarantor.

Any delay attributable to the Client automatically suspends the performance deadlines for a period at least equal to the delay observed.

6. Prices and payment

6.1 Prices

Prices are stated in euros, excluding tax. Value added tax at the rate in force (20 %) is added where due. No discount is granted for early payment.

6.2 Payment schedule

Invoices are payable on receipt, by bank transfer or by card via the payment provider indicated on the invoice. In any event, the payment period may not exceed sixty days from the invoice date (article L441-10 of the French commercial code).

• Services under 800 € (the one-pager offer and one-off services): payment in full on order. This is the counterpart of the short lead time provided for in article 7.
• Services of 800 € or more: a 40 % deposit on order, the balance due on delivery, before final launch. A different schedule may be set in the quote for long projects.
• Hosting and maintenance subscription: charged or invoiced monthly, in advance.

6.3 Late payment

In accordance with article L441-10 of the French commercial code, any late payment automatically gives rise, without prior formal notice, to:

• late-payment interest at the rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points;
• a fixed recovery-costs indemnity of 40 €, with further compensation claimable on production of evidence.

Failing payment fifteen days after a formal notice has gone unanswered, the Provider may suspend the Services in progress, including hosting, having informed the Client in writing.

7. Lead times

The announced lead time for the one-pager offer is 24 working hours. That period, like any period stated in the quote, runs from the latest of the following three events: acceptance of the quote, receipt of the payment due on order, and receipt of all the materials requested from the Client.

Lead times are given as an indication; a reasonable overrun cannot give rise to cancellation of the order, nor to damages or penalties, unless expressly agreed otherwise in the quote.

8. Approval and acceptance

The Client receives the deliverables for review before launch. It has seven days from the moment they are made available to submit its observations in writing, precisely and exhaustively.

The price includes two rounds of corrections covering content or layout adjustments within the ordered scope. Any request beyond that, or modifying the approved scope, is the subject of a further quote.

Failing observations within the seven-day period, or where the Client puts the deliverables into use, acceptance is deemed unreserved.

9. Intellectual property

9.1 Transfer of rights

In accordance with article L131-3 of the French intellectual property code, the Provider transfers to the Client, subject to the condition precedent of payment in full, the economic rights of reproduction, representation and adaptation in the graphic creations and the specific developments produced for the Client.

That transfer is granted for the operation of the site or application delivered, worldwide, for the full legal term of copyright protection, on any digital or printed medium connected with the Client's communications.

9.2 What is not transferred

The Provider retains exclusive ownership of the know-how, methods, software building blocks, generic components, templates and internal tools that pre-existed or were developed on the occasion of the Service, in which the Client receives a non-exclusive, non-transferable right of use, solely for the operation of the deliverables.

Items subject to third-party licences (fonts, visuals, extensions, services) remain governed by their own licences, whose terms the Client undertakes to respect.

9.3 Domain name and access

The domain name is registered in the name and on behalf of the Client, who remains its holder. On simple request and subject to payment in full of the sums due, the Provider hands the Client the access credentials needed to operate its site.

9.4 Commercial reference

Unless the Client objects in writing, the Provider is authorised to cite the name, the logo and a reproduction of the delivered site as a commercial reference. The Client may withdraw that authorisation at any time by simple request to hello@972.agency.

10. Right of withdrawal

As the contract is concluded at a distance or away from business premises, the professional Client benefits from the right of withdrawal provided for in articles L221-18 et seq. of the French consumer code where, in accordance with article L221-3 of that code, the subject of the contract does not fall within the field of its main activity and it employs five staff or fewer.

Such a Client then has 14 days from the conclusion of the contract to withdraw, without reason and without penalty, by sending its decision in writing to hello@972.agency or by post to 142 rue de Rivoli, 75001 Paris, France. The model form is annexed to these Terms.

Performance before the end of the period. Given the short lead times offered, a Client who wishes the Service to start immediately must expressly request it. It is then informed that, under article L221-25 of the French consumer code:

• if it withdraws during performance, it remains liable for the amount corresponding to the Service already supplied;
• it loses its right of withdrawal where the Service has been fully performed before the end of the 14-day period, with its prior express agreement and its express waiver of that right.

In the absence of such a request, performance begins only on expiry of the withdrawal period. Any refunds are made within fourteen days of receipt of the withdrawal, by the same means of payment as that used for the order.

11. Warranties and liability

The Provider is bound by a best-efforts obligation. It applies the diligence and the professional standards proper to its trade.

The Provider guarantees no commercial result, no volume of traffic, no particular position in search engines, no citation or mention by a generative artificial-intelligence system and no revenue, those results depending on external factors over which it has no control (search-engine and language-model algorithms, competition, the market, the Client's own actions). The technical performance scores announced (Lighthouse, Core Web Vitals) are measured at delivery, under the measurement conditions stated in the report; they may vary thereafter with content added by the Client and with changes to the measurement tools.

For three months from launch, the Provider corrects free of charge any reproducible technical malfunction attributable to its own development. Excluded from that warranty are: changes made by the Client or a third party, failures of third-party services, changes to browsers or operating systems, and the Client's own breaches of its obligations.

The Provider's liability is limited to direct and foreseeable damage and may in no event exceed the amount excluding tax actually paid by the Client for the Service concerned over the preceding twelve months. Indirect damage, loss of revenue, of customers, of data or of image are excluded. These limitations apply neither in case of gross negligence or wilful misconduct, nor in case of personal injury, nor where the law prohibits them.

12. Hosting and availability

Hosting is provided through third-party technical providers (Railway Corporation in particular). The Provider undertakes to use reasonable means to ensure continuity of service, without guaranteeing a specific availability rate in the absence of a dedicated service-level agreement.

Interruptions may occur for maintenance, security updates or acts of a third party. The Provider is not liable for interruptions attributable to the host, the network, the registrar or the Client.

13. Conversational agents and artificial intelligence

Where the Service includes a conversational agent or an automated response system, the Client is informed that these technologies rest on probabilistic models: they may produce inaccurate or incomplete answers. It is for the Client to configure the use cases, to control the content published in its name and to ensure a human takeover where the situation requires it.

The Client undertakes to inform its own users that they are interacting with an automated system. The Provider is not liable for commitments made by the Client on the basis of an automatically generated answer.

14. Confidentiality

Each party undertakes to preserve the confidentiality of the information, documents and access credentials communicated by the other in connection with the Service, throughout its duration and for two years after its end, except for information that is public or whose disclosure is legally required.

15. Personal data

The processing of the Client's data by the Provider, as data controller, is described in the privacy policy.

Where the Service leads the Provider to process, on the Client's behalf, personal data for which the Client is the controller (forms, customer database, mailbox), the Provider acts as a processor within the meaning of article 28 of the GDPR. It then undertakes to process that data only on the Client's documented instructions, to ensure its confidentiality, to implement appropriate security measures, to engage a sub-processor only after informing the Client, to assist the Client with its obligations and, at the end of the contract, to return or delete the data. A separate data-processing agreement is concluded at the Client's request.

16. Termination

Subscription. The hosting and maintenance subscription is concluded with no minimum term and renews monthly by tacit renewal. Either party may end it at any time in writing, with effect at the end of the current month; sums already paid for the month begun remain due. On termination, the Provider supplies the Client, on request made within thirty days, with a usable copy of the content and of the database.

Build services. If the Client abandons the project, the sums paid remain acquired by the Provider up to the value of the work carried out, and work engaged but not covered by the deposit is due to it.

Breach. In case of serious breach by either party of its obligations, not remedied within fifteen days of a written formal notice, the other party may terminate the contract automatically, without prejudice to any damages.

17. Force majeure

Neither party may be held liable for a failure resulting from force majeure within the meaning of article 1218 of the French civil code. Obligations are suspended for the duration of the event; if it exceeds two months, either party may terminate the contract without indemnity.

18. Subcontracting and assignment

The Provider may entrust all or part of the performance of the Services to subcontractors of its choice, for whom it remains answerable to the Client. The contract may not be assigned by the Client without the Provider's written consent.

19. Miscellaneous

If any provision of these Terms is declared void or unenforceable, the others retain full effect. A party's failure to invoke a breach does not amount to a waiver of the right to invoke it later. These Terms, the accepted quote and its annexes form the entire agreement between the parties.

These Terms are published in Hebrew, English and French. In case of discrepancy between the versions, the French version prevails.

The Provider reserves the right to amend these Terms; the version applicable to an order is the one in force on the date the order is accepted.

20. Governing law and disputes

These Terms are governed by French law, whatever the Client's place of establishment and notwithstanding the existence of an office of the Provider outside France.

The parties will endeavour to settle amicably any dispute arising from their interpretation or performance. Failing agreement within thirty days, the dispute will be brought before the Commercial Court of Paris, to which the parties grant exclusive jurisdiction, including in case of multiple defendants, third-party proceedings or urgent proceedings. This clause does not apply where a mandatory rule protecting a professional Client treated as a consumer within the meaning of article L221-3 of the French consumer code prevents it; in that case the ordinary rules of jurisdiction apply.

Annex — Withdrawal form

To be completed and returned only if you fall under article 10 and wish to withdraw.