Terms and Conditions

Acceptance of Terms

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
• 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.

Process and schedule of Development

The Customer is fully aware that services require active and regular collaboration with Noops. Thus, the Customer undertakes to provide all necessary means and information, and to take all useful measures, to actively help Noops accomplish the agreed mission in the best possible way, and remains solely responsible for the needs analysis carried out at its request. Validation of the various stages necessary for the proper progress of the services (design file, graphic mock-ups and/or final development) is carried out by signing a graphic validation and/or acceptance report. For the development of CRM, ERP and business tools: the signing of the quotation and the payment of the down-payment mark the start of the service. A much more precise timeline will then be drawn up jointly by Noops and the customer, detailing all the development phases. The technical services will be specified in a set of specifications drawn up jointly by Noops and the customer. Once the specifications (specifying the functional criteria) have been validated, a definitive design file (linking the functional criteria to the IT elements) will be signed by both parties. Once signed, any modification of this design file during development may result in additional costs. However, modifications to this document may not have more than two different versions. No V3 will be accepted. Customer requests for adjustments, prior to signature of the final design file, must be made within a maximum of thirty (30) days. Any request for subsequent modifications will not be taken into account. At the end of this adjustment phase, Noops sends the Customer a final design file by e-mail. The Customer undertakes to sign this design file within fifteen (15) days from the date it is sent by Noops. After this period, the absence of a return constitutes tacit validation of the design file by the Customer. Noops develops on the basis of the latter.

Finally, the parties agree that the object of the contract between them shall be put online within a maximum period of one year from the signing of the quotation (unless otherwise stated in the quotation or in exchanges with Noops). If the customer exceeds this deadline due to new requirements not expressed in the specifications, Noops will be entitled to 20% of the price of the signed quotation as compensation for its loss. An acceptance report will be signed by the parties to certify the customer’s acceptance of the development work carried out. This signed report will lead to Noops putting the developed tool on line (if Noops owns the hosting) or Noops transmitting to its Customer the elements necessary for putting the tool on line (if the Customer owns the hosting). Finally, this process applies unless otherwise specified in the quotation or expressly agreed between the parties. For website and graphic design creation and development: Signature of the quotation and payment of the down-payment trigger the start of the graphic design service. Once the graphic service has been completed, a graphic validation report is sent to the customer for signature. Upon signature of the contract, IT development begins if Noops has an IT development mission. At the end of the development, an acceptance report will be signed by the parties to certify the Customer’s acceptance of the development. This signed report will lead to Noops putting the developed tool on line (if Noops has the hosting) or Noops sending its Customer the elements necessary for putting the tool on line (if the Customer has the hosting). Finally, this process applies unless otherwise specified in the quotation or expressly agreed between the parties.

Financial terms and conditions

All prices quoted are in Moroccan dirhams (MAD) and do not include applicable taxes or additional charges. The VAT rate in force on the date of invoice will apply in addition. Payment terms, including amount and payment schedule, will be specified in the contract. Payment is made by the customer in accordance with the agreed terms.

Payments are made, at the customer’s option, by cheque or bank transfer. Unless otherwise agreed. A deposit of 30% is required on acceptance of the quotation. This payment initiates the start of the project. A further payment of 40% will be made on completion of the creative and technical phase, i.e. on validation of the technical functionalities of the design file or graphic mock-ups. This 40% payment initiates the IT development phases. The remaining 30% must be paid within 30 days of the site going online, if Noops owns the hosting. If the customer owns the hosting, the balance must be paid before the site goes online. As from the thirty-first day of the unpaid invoice, the sum thus due will bear late payment interest equal to three times the legal interest rate, interest being due as from this contractual term and by the sole fact of the arrival of this term.

In the event of non-payment of a single invoice on its due date, Noops shall be entitled to suspend its intervention without prior formal notice and/or to fail to deliver, within the agreed deadlines without this constituting a fault, all or part of the deliverables expected under the services. In the event of non-payment or non-compliance with commitments on the part of the Customer, Noops reserves the right to withdraw all developments carried out by Noops on an existing tool, website or graphic design. In addition, any delay in payment of the final invoice of more than three months shall entail, ipso jure and without prior formal notice, and at the expense of the defaulting Customer, in addition to interest for late payment, a fixed indemnity of 15% exclusive of tax of the amount of the unpaid invoice.

Unless otherwise specified, travel expenses are at the customer’s expense.

READY FOR PRESS (BAT) – VALIDATION OF QUOTATION

Noops declines all responsibility for texts, images, logos, trademarks, photographs and information supplied by the Customer. The Customer undertakes to transmit the aforementioned elements in the appropriate digital format requested. The latter must be free of any errors, which implies careful and scrupulous proofreading by the Customer of both content and layout. Validation of the proof and/or estimate is the responsibility of the Customer.

SCHEDULE & DEADLINES

Services are performed in accordance with the general schedule, phase(s) and deadlines specified in the quotation, if any. Unless otherwise specified, the timeframes for completion of the Services are given as an indication only. Noops undertakes to use its best endeavors to meet these deadlines. In any event, compliance with deadlines by Noops is subject to compliance by the Customer with the deadlines for which it is also responsible, in particular in terms of validation, provision of information or appointment of contacts. Noops shall not be entitled to claim damages, withholding of payment or cancellation and/or termination of the current contract in the event of delays in the performance of the Services. In any event, Noops shall not be liable for delays caused by force majeure, by the actions of third parties and/or the Customer, in particular by the late or erroneous provision of information and/or the absence of communication of information by the Customer and/or the actions of third parties imposed by the Customer. Any modification of the quotation may give rise to a consequential change in deadlines. Noops will inform the Customer as soon as possible of any delay.

Intellectual Property Rights

All intellectual property rights related to the services provided by Noops, including but not limited to copyrights, trademarks and patents, shall remain the property of Noops, unless otherwise agreed in writing. Customer acknowledges and agrees that all deliverables, designs, software code and other materials provided by Noops are protected by intellectual property laws and may not be reproduced, modified or distributed without the prior written consent of Noops.
The Customer declares that it holds all exploitation rights to the works or intellectual property rights provided to Noops for reproduction and/or use in whole or in part within the scope of the assignment. The same applies to all verbal and/or graphic trademarks, all distinctive signs and the graphic charter (drawings, trademarks, photographs, etc.) which are used on any of the Customer’s communication media. Noops retains ownership of its know-how and methods used in the performance of this Contract.

All materials, including but not limited to reports, studies, information, lists and other documentation, as well as any media whatsoever provided to Noops by the Customer in connection with this Agreement, whether in written form or in any other human- or machine-readable form, remain the property of the Customer. Noops undertakes not to infringe this property right and, without the Customer’s prior written consent, Noops undertakes not to reproduce or use these data and/or files for any purpose other than the performance of its obligations under this Agreement. For its creations within the framework of the execution of the services, Noops remains, unless otherwise expressly stated in the quotation, the sole owner of its copyrights. In this respect, Noops holds all economic and moral rights and only transfers to the Customer, unless otherwise specified, a right of use on all or part of the media and/or brands created for the Customer and expressly validated by the Customer. In the event of final validation by the Customer and full payment of invoices due to Noops, the Customer has a right of use. Any use of the creation by the Customer, not initially provided for in the quotation, is subject to the express prior authorization of Noops and to remuneration to be agreed.

For its creations within the framework of the execution of the Services, subject of the present contract, Noops – when this is provided for in the quotation – undertakes to transfer, on an exclusive basis, to the Customer only after full payment of the price, all copyrights relating to the various elements created within the framework of the execution of the Services. With the exception of moral rights, this transfer concerns all rights of use, reproduction, representation, adaptation and translation. This assignment is effective both for Morocco and abroad and for a period of 50 years. Noops undertakes to ensure that its services do not infringe any copyright, trademark or other intellectual property right, title or interest belonging to any third party, whether natural or legal. On the other hand, Noops cannot be held responsible for potential problems related to obtaining intellectual property rights.

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

1. 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.