1. The supplier

These terms and conditions of sale (the "Terms") are those of:

• GRIVOT INTERNATIONAL (FZE), a Free Zone Establishment
• Trade Licence No. 4438, issued by the Sharjah Research Technology and Innovation Park Free Zone Authority (SPARK)
• Incorporated on 26 June 2023
• Registered office: Office B23-002, Block B, SPARK, Sharjah, United Arab Emirates
• Legal representative: Tony Theo Grivot, sole shareholder
• Email: contact@grivotinternational.com — Telephone: +33 6 95 66 15 37
• Website: grivotinternational.com

Referred to below as the "Supplier". The counterparty is referred to as the "Client".

2. Purpose and scope

The Terms govern the supply by the Supplier of design, development, migration, maintenance and support services for e-commerce websites, together with any ancillary service.

The Terms apply exclusively to business Clients acting in the course of their trade, business, craft or profession. The Supplier does not contract with consumers; any order placed by a consumer within the meaning of applicable law is deemed not to have been formed and is refunded.

Placing an order constitutes unreserved acceptance of the Terms, which prevail over any document of the Client, in particular its general purchasing conditions, save express written agreement of the Supplier.

The Supplier may amend the Terms at any time. The applicable version is the one in force on the date the quote is accepted.

3. Quotes and formation of contract

Every engagement is the subject of a written quote setting out the scope, price, schedule and any assumptions relied on. Unless stated otherwise, a quote is valid for thirty (30) days.

The contract is formed on the date the Supplier receives the quote accepted by the Client — by wet signature, electronic signature or written acceptance by email — and the deposit provided for in clause 6.

Any request falling outside the scope described in the quote constitutes additional work, subject to a priced variation agreed before execution. The Supplier is not required to perform additional work that has not been accepted in writing.

4. Prices

Prices are expressed in euros (EUR) or United Arab Emirates dirhams (AED) as stated in the quote, exclusive of tax. Prices shown on the website are indicative and bind the Supplier only once restated in a quote addressed to the Client.

Unless stated otherwise, the price excludes: third-party licences, subscriptions and services (hosting, domain names, payment gateways, fonts, image libraries, extensions), banking and currency-exchange fees, and content production. These are either re-invoiced at cost against receipts, or contracted directly by the Client in its own name.

5. Taxes

Prices are exclusive of tax. Any tax, withholding or levy due in respect of the services is borne by the Client and added to the price.

5.1 United Arab Emirates VAT

As at the date of these Terms, the Supplier is not registered for VAT with the Federal Tax Authority and therefore charges no UAE VAT. Should the Supplier become registered, VAT at the prevailing rate will be added to invoices from the effective date of registration, without this constituting a change to the agreed price. Tax Registration Number (TRN): not applicable at this date.

5.2 Clients established in the European Union

As the Supplier is established outside the European Union, services supplied to a taxable Client established in the Union are in principle subject to the reverse charge by the recipient in its own Member State. The Client warrants the accuracy of the EU VAT number it provides and is responsible for its own reporting obligations.

5.3 Withholding tax

If the Client's local rules impose a withholding, the sums due are grossed up so that the Supplier receives the net amount it would have received absent the withholding, unless an applicable tax treaty applies and the Client provides the supporting documentation.

6. Payment and late payment

Unless the quote states otherwise: 40% on order, balance on delivery. Recurring services (managed hosting, maintenance) are invoiced monthly in advance.

Invoices are payable by bank transfer within thirty (30) days of the invoice date, to the following account: TO BE COMPLETED (account holder, IBAN, BIC, bank). Banking and exchange fees are borne by the Client.

Late payment automatically gives rise, without prior notice, to:

• interest at 1% per month or part month on the sums due;
• a fixed recovery charge of EUR 100 per unpaid invoice, without prejudice to compensation for costs actually incurred;
• the right for the Supplier to suspend all work in progress, after seven (7) days' written notice has gone unanswered, without such suspension giving rise to any compensation.

The Client may not set off or withhold any sum without the Supplier's written agreement.

7. Deadlines and delivery

Deadlines stated in the quote run from the latest of: formation of the contract, receipt of the deposit, and receipt of all items owed by the Client under clause 8.

Those deadlines are firm subject to delays attributable to the Client or a third party, additional requests and force majeure; they are then extended accordingly.

Delivery takes place by making the deliverable available on the agreed environment. The Client has ten (10) working days to notify any non-conformity in writing. Failing that, the deliverable is deemed accepted. Deployment to production by the Client constitutes acceptance.

8. Client obligations

The Client supplies in good time everything required: content, images, product data, technical access, third-party accounts, and a single contact authorised to approve work.

The Client warrants that it holds the rights to any material it provides and indemnifies the Supplier against any third-party claim in that respect.

The Client is solely responsible for the content of its website, the lawfulness of the products it sells, its obligations towards its own customers, and the compliance of its business with the regulations applicable to it.

Where an item has been requested in writing and the Client has not responded for thirty (30) days, the Supplier may invoice the work performed and close the project.

9. Intellectual property

Transfer on payment in full. Economic rights in the bespoke development and graphic work produced for the Client — rights of reproduction, communication, adaptation and modification, worldwide and for the full legal term of protection — are assigned to the Client on the date the price is received in full.

Until payment in full, the Supplier retains all such rights and the Client holds no licence to exploit the deliverable.

Excluded from the assignment, and remaining the property of the Supplier or of their respective owners: the Supplier's generic components, libraries, tools and pre-existing know-how, together with third-party and open-source software. In respect of its pre-existing components embedded in the deliverable, the Supplier grants a non-exclusive, worldwide, irrevocable licence, transferable with the website, for the full legal term of protection, for the purposes of operating, maintaining and developing the deliverable.

The Client remains the owner of its trade marks, content and data.

10. Hosting and managed services

The Supplier is not a hosting provider. Hosting is contracted with third parties, in the Client's name where the Client so wishes. Availability commitments are those of the chosen host; the Supplier gives no further guarantee.

Managed services are supplied with no minimum term and may be terminated by either party on thirty (30) days written notice. Their exact content (scope, hours of cover, first response time) is set out in the quote.

Backups made by the Supplier under a managed services contract do not relieve the Client of the need to keep its own backups.

11. Warranty

The Supplier warrants that deliverables conform to the quote. It will correct free of charge any non-conformity or reproducible defect reported in writing during the correction period stated in the quote, running from delivery.

Excluded from the warranty: changes requested after acceptance; defects arising from modification of the deliverable by the Client or a third party, from a third-party service, from a hosting failure, from improper use, or from material supplied by the Client.

Where the quote states a measured performance target (for example a Lighthouse score), it is assessed at the date of delivery, on the agreed acceptance environment, with the content supplied by the Client.

The Supplier owes an obligation of means. It guarantees no commercial outcome: sales volume, conversion rate, search engine position or return on advertising spend.

12. Liability

The Supplier's liability is limited to direct, foreseeable and proven loss resulting from a breach attributable to it.

Save in cases of gross negligence, wilful misconduct or personal injury, the Supplier's total liability, on any basis whatsoever, is capped at the amount excluding tax actually paid by the Client for the relevant service during the twelve (12) months preceding the triggering event.

The Supplier is in no case liable for indirect loss, in particular loss of revenue, loss of customers, loss of data not attributable to a proven fault of the Supplier, or damage to reputation; nor for the acts of third parties (host, payment gateway, carrier, extension publisher).

Any claim by the Client under these Terms must be brought within twelve (12) months of the triggering event, failing which it is time-barred.

13. Personal data

Each party complies with the data protection rules applicable to it, in particular UAE Federal Decree-Law No. 45 of 2021 and, where it applies, Regulation (EU) 2016/679 ("GDPR").

13.1 Roles

For data processed by the Client through the website, the Client is the controller and the Supplier acts as processor, solely on the Client's documented instructions. For the Client's own contact details, the Supplier is the controller.

13.2 Data processing agreement

Where the Supplier accesses personal data falling under the GDPR, the parties enter into a data processing agreement compliant with Article 28 GDPR, appended to the quote, setting out the categories of data, duration, security measures and use of sub-processors.

13.3 Transfers outside the European Union

The Supplier is established in the United Arab Emirates, a country that does not benefit from a European Commission adequacy decision as at the date of these Terms. Any access by the Supplier to data falling under the GDPR constitutes a transfer to a third country, governed by the European Commission's Standard Contractual Clauses, supplemented where necessary by additional measures. TO BE COMPLETED: attach the signed SCCs and the transfer impact assessment.

13.4 Assistance and end of contract

The Supplier assists the Client in handling data subject requests and notifying personal data breaches, within the limits of its technical means. At the end of the contract it deletes or returns personal data at the Client's option, subject to any legal retention obligation.

14. Confidentiality

Each party undertakes not to disclose the other's confidential information, during the contract and for three (3) years thereafter. Excluded is information that is public, already known, independently developed, or whose disclosure is legally required.

15. Commercial reference

Unless the Client objects in writing, the Supplier may cite the Client's name and logo and show a screenshot of the deliverable as a commercial reference. The Client may withdraw this permission at any time by written request, effective within fifteen (15) days.

16. Term and termination

The contract ends on accepted delivery and payment in full, except for recurring services governed by clause 10.

In the event of a material breach by one party that is not remedied within fifteen (15) days of written notice, the other party may terminate automatically, without prejudice to damages.

Where the Client terminates, work performed as at the effective date remains payable and the deposit is retained by the Supplier as compensation for the resources reserved.

17. Force majeure

Neither party is liable for a failure caused by an event of force majeure. Obligations are suspended for the duration of the event; if it lasts more than sixty (60) days, either party may terminate in writing without compensation, work performed remaining payable.

18. Subcontracting and assignment

The Supplier may use subcontractors, for whom it remains responsible towards the Client.

Neither party may assign the contract without the other's prior written consent, except to an affiliate or as part of a business transfer, subject to written notice.

19. Governing law and disputes

These Terms and any contract relating to them are governed by the laws of the United Arab Emirates and the regulations of the SPARK free zone, excluding conflict-of-law rules and the Vienna Convention on Contracts for the International Sale of Goods.

The parties will first seek an amicable settlement. Failing agreement within thirty (30) days of the first written notification of the dispute, exclusive jurisdiction is granted to the courts of the Emirate of Sharjah, United Arab Emirates.

This clause does not override mandatory rules protecting a weaker party that would apply regardless of the parties' choice.

The language of the contract is French. In the event of any discrepancy between the French and English versions of these Terms, the French version prevails.

20. Miscellaneous

If any provision is held void or unenforceable, the remainder stays in force and the provision concerned is replaced by a valid clause of equivalent economic effect.

A party's failure to rely on a provision does not amount to a waiver of it.

The parties are independent contractors; these Terms create no partnership, agency or employment relationship.

Notices are validly given by email to the addresses stated in the quote, with acknowledgement or read receipt.

Version 1.0 — in force from 1 September 2026.
GRIVOT INTERNATIONAL (FZE), Licence No. 4438, Office B23-002 Block B, SPARK, Sharjah, United Arab Emirates.