By accepting the quotation, the Customer expressly and unreservedly accepts these terms and conditions. These terms and conditions define the rights and obligations of Noops SARL (hereinafter referred to as “Noops”) and its Customers. They prevail over any clauses and conditions to the contrary that may appear in the Customer’s terms and conditions of purchase or in any other document issued by the Customer or a third party. Any condition or clause to the contrary shall be unenforceable against Noops unless expressly accepted in advance.
Subject
Noops has at its disposal, directly or indirectly, resources and skills in the fields of information technology, graphic design and project management, as well as hardware and software infrastructures enabling it to offer a wide range of services. These services include, but are not limited to:
- Creation and development of websites and web applications
- Creation and development of CRM/ERP systems and business tools
- Management of digital marketing campaigns (SEO, SEA, SMO)
- Web hosting / CLOUD Hosting
- Digital consulting
- Prospecting and client outreach campaigns
- Business management consulting
The detailed scope of services for each project is specified in the quotation and, where applicable, in the project brief or specification document. In the event of contradiction between different documents, the provisions of the higher-ranking document shall prevail. If modifications requested by the customer during the course of the project result in significant changes that necessitate a substantial revision of the quotation initially accepted, Noops reserves the right to invoice the work performed up to that point and to revise the quotation accordingly.
- Service Description:
- The Services include hosting of the Client’s website on our servers and management of the server infrastructure required for the hosting.
- The subscription is valid for hosting one project only.
- Subscription Period:
- The subscription period begins upon activation of the Services and continues on a monthly or yearly basis, as selected by the Client.
- Payment is due in advance for the selected period.
- Payment:
- The Client agrees to pay the subscription fee as stated in the agreement.
- Payments are to be made in the currency specified in the agreement.
- Failure to pay the subscription fee may result in suspension or termination of Services.
- Service Level Agreement (SLA):
- Provider will make commercially reasonable efforts to ensure the availability of the hosted website.
- Provider shall not be liable for any downtime caused by factors beyond its reasonable control, including but not limited to, internet outages, hardware failure, or force majeure events.
- Client Responsibilities:
- The Client is responsible for providing all necessary content and materials for their website.
- The Client agrees to comply with all applicable laws and regulations regarding the use of the Services.
- Data and Privacy:
- Provider agrees to handle any data provided by the Client in accordance with its Privacy Policy.
- Client data will not be shared with third parties without the Client’s consent unless required by law.
- Intellectual Property:
- The Client retains all intellectual property rights to their website content.
- The Client grants Provider a limited license to host and display the website content solely for the purpose of providing the Services.
- Termination:
- Provider reserves the right to shut down the service one day after the due date without any prior notice in case of non-payment.
- Upon termination, the Client’s website will be removed from the server, and the Client will no longer have access to the Services.
- Modification of Terms:
- Provider reserves the right to modify these Terms at any time. Notice of such modifications will be provided to the Client, and continued use of the Services after the effective date constitutes acceptance of the modified Terms.
Confidentiality
Noops and the customer agree to treat as confidential all information exchanged during the course of the project. Both parties will take the necessary measures to protect the confidentiality of such information and will not disclose it to third parties without their prior written consent, unless required by law.
All documents, whatever their medium, exchanged by any means (electronic and/or paper) between the Customer and Noops are deemed confidential and may not be communicated by one party to any other party (natural person and/or legal entity) without the prior written consent of the other party.
The Parties therefore undertake to
- to keep the contents of this agreement strictly confidential;
- keep strictly confidential any information communicated to it, whether orally or in writing, and not divulge to third parties, by any means whatsoever, direct or indirect, all or part of such information;
- take all necessary measures to preserve the confidential nature of the information, and treat such information with the same degree of protection as it accords its own confidential information;
- to disseminate all or part of the information only to those members of its staff and/or service providers who are interested in and called upon to take cognizance of and use it, and on condition that they are themselves bound by the same obligation of confidentiality;
- not to exploit information directly or indirectly, without prior signature of a specific agreement.
OBLIGATIONS OF MEANS – SUBCONTRACTING
It is expressly agreed that, in view of the purpose of the purchase order (quotation), Noops is bound by an obligation of means, and therefore undertakes to perform its obligations with all the care customary in its profession and to use the rules of the art of the time. To carry out all or part of the services, Noops reserves the right to work with one or more independent service providers and/or subcontractors selected by it, and more generally to engage any third party to carry out its mission, while retaining the direction and responsibility for its execution.
Force majeure
Initially, force majeure will suspend the Parties’ respective obligations. If the force majeure continues beyond 60 days, the present contract will be terminated automatically and without formality, unless the parties agree otherwise. Whatever the origin and/or cause of the force majeure, the Customer undertakes to pay the balance of the assignment in proportion to the tasks carried out by Noops on the day of the beginning of the force majeure.
Termination
The present contract may be terminated automatically by the non-defaulting party in the event of breach by either party of any of its obligations hereunder, eight (8) days after notification by registered letter with acknowledgement of receipt which has remained unsuccessful. Noops will immediately return all work to the Customer in the state it was in on the day of termination, whatever the cause of such termination. Should this contract be terminated, the Customer shall pay for all services rendered up to the date of termination on the basis of the balance invoice issued by Noops.
Limitation of Liability
Noops shall use reasonable skill and care in providing its services. However, Noops shall not be liable for any indirect, incidental or consequential damages resulting from the use of its services, including, but not limited to, loss of profits, data or business opportunities.
The Customer agrees that, irrespective of the legal basis of its claim and the procedure followed to pursue it, Noops’ potential liability arising out of or in any way connected with the performance of the services provided under this contract shall be limited to an amount not exceeding the total sum actually paid by the Customer for the services provided over the last three (3) months. In view of the specific nature of the assignment entrusted to Noops, the latter undertakes not to damage the Customer’s image or reputation, and not to deliberately damage its information systems; furthermore, the limitations provided for in the present clause do not apply to damage caused by its employees as a result of violation of the obligation provided for above, infringement of the rights of a third party or non-compliance with legislation relating to the content of Internet sites.
Governing Law and Jurisdiction
These terms and conditions shall be governed by andinterpreted in accordance with the laws of the Kingdom of Morocco. Any disputes arising out of or in connection with these terms and conditions shall be subject to the exclusive jurisdiction of the courts of Morocco.
Miscellaneous
- Entire Agreement:
These terms and conditions constitute the entire agreement between Noops and the Client and supersede any prior agreements or understandings, whether written or oral, relating to the subject matter herein.
2. Amendments:
Any amendments or modifications to these terms and conditions must be made in writing and signed by both parties.
3. Severability:
If any provision of these terms and conditions is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
4. Waiver:
The failure of either party to enforce any provision of these terms and conditions shall not be deemed as a waiver of that provision or the right to enforce it in the future.