Terms of sale

EI Oliver Lauterwein – Optimiq
18, chemin du puits de la garde - F 42370 Saint Haon Le Châtel

Roanne Trade and Companies Register 989 593 827

VAT not applicable, article 293 B of the French Tax Code

E-mail: contact@optimiq.fr
Phone: +33 670080983

Hereinafter referred to as "Optimiq",
and any natural or legal person acting exclusively for purposes falling within the scope of their professional activity, hereinafter referred to as the "Client".

1. Scope of application

These general terms and conditions of sale, hereinafter the "GTC", apply to all products, offers, deliverables, and services provided by Optimiq to the Client, whether ordered:

  • online via the Optimiq website;

  • by quotation;

  • via a technical and commercial proposal;

  • or through any other contractual medium issued by Optimiq.

These GTC apply exclusively to business clients acting within the scope of their business activity. They constitute the sole basis of the commercial relationship between Optimiq and the Client.

Certain provisions of these GTC apply to all sales and services. Others apply only to services provided on quotation or, conversely, to B2B online purchases. These provisions are expressly identified in the relevant sections.

Any order, signed quotation, acceptance of a commercial proposal, or validation of an online purchase constitutes the Client's full, complete, and unreserved acceptance of these GTC.

2. Business client

The Client declares and warrants that it is acting exclusively within the scope of its professional, commercial, craft, liberal, or industrial activity.

The Client expressly acknowledges that Optimiq's offers, products, and services are not intended for consumers or non-professionals. By placing an order, the Client confirms that it has full legal capacity and the necessary authority to validly bind the entity on whose behalf it is contracting.

In the event of inaccurate, misleading, or incomplete information regarding its professional status, the Client shall bear sole responsibility for all resulting consequences and may not seek to hold Optimiq liable.

3. Purpose

These GTC are intended to define the conditions for the sale, use, and operation of the products, deliverables, and services offered by Optimiq, as well as to describe their limits.

The Client acknowledges having been informed of the nature of the services, their technical, functional, and operational limits, as well as the constraints specific to the tools, platforms, CMS, search engines, third-party services, and applications that may be used in connection with the assignments entrusted to Optimiq.

The Client expressly acknowledges that the services provided by Optimiq constitute obligations of means and not obligations of result. Consequently, Optimiq does not guarantee any level of performance, visibility, traffic, revenue, conversion, ranking, brand awareness, profitability, or return on investment. Optimiq may not be held liable for any decrease in performance, lack of visibility, absence of results, or any direct or indirect loss arising from the execution or expected non-execution of the services.

4. Contract formation and contractual documents

The contractual relationship between Optimiq and the Client is governed, in descending order of priority, by:

  1. the special conditions, quotations, or technical and commercial proposals accepted;

  2. these GTC;

  3. any appendices or descriptive notices provided by Optimiq.

In the event of any contradiction between these GTC and a quotation or special proposal expressly accepted by Optimiq, the special provisions shall prevail only for the points they expressly cover.

5. Prices

The applicable prices are those in effect on the date of the order or the issuance of the quotation, unless expressly stated otherwise.

Unless otherwise indicated, prices are expressed in euros excluding tax. Any tax, duty, levy, charge, bank fee, conversion cost, delivery fee, processing fee, or any additional applicable cost shall be borne exclusively by the Client. Optimiq currently benefits from the VAT exemption scheme. Consequently, VAT is not applicable, in accordance with article 293 B of the French General Tax Code.

For services provided on quotation, the price is the one stated in the technical and commercial proposal or in the signed quotation.

For online purchases, the applicable price is the one displayed on the site at the time the order is validated, subject to availability and manifest error.

Optimiq reserves the right to change its prices at any time for the future. Prices already accepted in a signed quotation or validated order shall remain unchanged for the relevant transaction, except in the event of a legally or fiscally imposed change.

6. Payment terms

Payment is due according to the terms set out in the quotation, the commercial proposal, the invoice, or the online checkout process.

In the absence of any special provision, invoices are payable within 30 days from the date of issue of the invoice or the performance of the service / delivery.

Any sum not paid by its due date shall automatically and without prior notice result in:

  • the application of late payment penalties calculated at the rate of three times the legal interest rate, unless a different rate is indicated on the invoice or quotation;
  • the payment of a fixed compensation for collection costs of 40 euros, without prejudice to Optimiq's right to claim additional compensation if the actual costs incurred are higher.

Any delay or failure to pay also entitles Optimiq, at its sole discretion, to:

  • immediately suspend all or part of the ongoing services;
  • refuse any new order;
  • suspend access to deliverables, tools, configurations, developments, or managed accounts;
  • require payment in cash for any subsequent order;
  • declare all outstanding sums immediately due and payable.

Amounts collected for services already started, reserved, scheduled, or performed shall remain acquired by Optimiq and are non-refundable.

7. Intellectual property – Deliverables – Reservation of rights

7.1 Ownership of content and creations

Creations, deliverables, recommendations, audits, documents, structures, configurations, developments, settings, content, files, materials, tables, templates, methods, scripts, documentation, recommendation reports, and more broadly any element produced or supplied by Optimiq shall become the property of the Client only upon full payment of the amounts due for the relevant service or order, and only within the limits of the expressly intended use.

Any use, reproduction, adaptation, distribution, modification, assignment, sublicense, or exploitation beyond the scope initially agreed upon shall require Optimiq's prior written consent.

7.2 Suspension of rights in the event of non-payment

In the event of non-payment, Optimiq expressly reserves the right to deactivate, suspend, or limit access to the deliverables, tools, developments, accounts, configurations, or environments put in place until full payment of the sums due, without such suspension being considered a fault, wrongful non-performance, or giving rise to any compensation.

7.3 Know-how and non-transferred elements

The software, interconnections, methods, processes, scripts, structures, documentation, internal tools, procedures, configuration logic, and know-how developed or used by Optimiq are acknowledged by the Client as constituting intellectual works, trade secrets, or protected elements.

Performance of the contract shall not result in any overall transfer of Optimiq's intellectual property rights, whether in its trademarks, methods, tools, or know-how, unless expressly provided otherwise in writing.

8. Confidentiality

Each party undertakes, in its own name and on behalf of its employees, contractors, and representatives, to treat as strictly confidential, during the contractual relationship and for a minimum period of five years after its expiry, the documents, data, access codes, passwords, business information, files, reports, software, methods, know-how, and more generally any non-public information obtained from the other party in connection with the performance of the contract.

The Client shall in particular refrain from disclosing, reproducing, or transmitting access codes, passwords, internal configurations, working structures, processes, documents, or materials describing Optimiq's know-how, unless prior written consent has been obtained.

9. Use of references

Unless the Client objects in writing beforehand and provides reasons before the contract is concluded, the Client authorises Optimiq to use its trade name, company name, logo, and, where applicable, a non-confidential description of the products, services, or work carried out on its behalf, for commercial communication, prospecting, reference presentation, portfolio, website, commercial proposal, or institutional communication purposes, including after the end of the contractual relationship.

10. Subcontracting – Assignment – Change of circumstances

Optimiq reserves the right to freely engage any subcontractor, partner, external service provider, or collaborator for the performance of all or part of the services, in particular for development, copywriting, design, hosting, advertising, tracking, automation, maintenance, support, or logistics, without this constituting a novation or giving the Client any right to challenge or terminate.

This contract may be assigned, transferred, contributed, merged, or wholly or partially transferred by Optimiq, for consideration or free of charge, without the Client's prior consent, provided that the substantial obligations are taken over.

Any change in Optimiq's legal situation shall have no effect on the validity of the contractual relationship.

11. Client liability

The Client is solely responsible for:

  • the content, information, and elements transmitted to Optimiq;
  • their accuracy, legality, quality, relevance, and compliance;
  • the rights it holds to the texts, images, videos, sounds, databases, trademarks, graphic charters, files, and content provided;
  • the instructions it gives;
  • the compliance of its business, website, data processing, campaigns, and commercial practices with applicable law.

The Client warrants that it has all authorisations, rights, licences, and legal bases necessary for the use, distribution, and exploitation of the elements provided to Optimiq. It shall indemnify and hold Optimiq harmless against any claim, action, judgment, cost, expense, fee, damage, or expenditure arising from a third-party dispute relating to these elements.

The Client is solely responsible for the accesses provided to Optimiq, their accuracy, and their level of authorisation. In the event of technical intervention on accesses, hosting, CMS, DNS, advertising platforms, analytics tools, email accounts, or other third-party environments provided by the Client, such accesses are deemed to be provided under the Client's sole responsibility. Optimiq may not be held liable for the consequences of incorrect configuration, a pre-existing vulnerability, insufficient access, a compromised account, or a prior interruption.

The Client acknowledges being aware of the nature of the internet, networks, third-party platforms, and their technical limitations. It undertakes not to make any claim based on a lack of performance, visibility, or return on investment.

The Client shall refrain from directly or indirectly soliciting any employee, subcontractor, or partner identified by Optimiq during the term of the contract and for twelve months after its termination, unless prior written consent has been obtained.

12. Optimiq liability

Optimiq's liability, for all causes combined, is strictly limited to the total amount actually collected by Optimiq over the twelve months preceding the event giving rise to liability.

Under no circumstances may Optimiq be held liable for:

  • a lack of visibility, traffic, clicks, leads, sales, brand awareness, or revenue;
  • a loss of ranking or an algorithm change;
  • a decision or refusal by a search engine, platform, or third-party provider;
  • a malfunction, slowdown, suspension, or deletion of a third-party service;
  • a loss of data, margin, customers, business, image, or opportunity;
  • any indirect, intangible, commercial, or consequential damage.

The Client waives the right to seek Optimiq's liability beyond the limits set out in this article.

13. Force majeure and interruptions

Optimiq may not be held liable for any delay, suspension, difficulty, or non-performance resulting from a force majeure event as recognised under French case law, or from any external event reasonably beyond its control.

The following are included in particular, without this list being exhaustive: natural disasters, fires, floods, epidemics, pandemics, armed conflicts, terrorist acts, large-scale cyberattacks, strikes, network outages, hosting failures, administrative decisions, government restrictions, failure of a third-party provider, API unavailability, algorithm changes, or deletion of a third-party account or service.

14. Personal data

In the context of its services, Optimiq may have access to certain personal data of the Client or its users, in particular via third-party tools such as Google Analytics, Search Console, CRM, advertising tools, ranking tracking tools, or e-commerce platforms.

Unless otherwise stated in writing, Optimiq acts exclusively as a processor within the meaning of the GDPR where applicable. The Client remains solely responsible as data controller for the legal basis, information notices, settings, consents, compliance of its processing, and the lawfulness of the data used.

Optimiq undertakes to process the data only within the scope of the assignments entrusted to it and according to the Client's documented instructions. Under no circumstances may Optimiq be held liable for any failure by the Client to comply with its legal obligations regarding personal data or for any lack of compliance in the system implemented by the Client.

15. Termination – Termination clause

Apart from one-off orders executed immediately, any ongoing contractual relationship may be terminated in accordance with the terms set out in the special conditions or, failing that, in these GTC.

Any early, unilateral, unjustified, or abusive termination attributable to the Client shall result in the immediate payment of the sums remaining due until the initially agreed contractual term.

In the event of a breach by the Client of any of its obligations, in particular in the event of non-payment, lack of cooperation, unlawful use, provision of incorrect information, disloyal conduct, or infringement of Optimiq's rights, Optimiq may, after simple notice that remains without effect or immediately in the event of sufficient seriousness, suspend the services, terminate the contract, or cancel the order, without prejudice to any damages.

16. Governing law and disputes

These GTC and all contractual relationships between Optimiq and the Client are governed by French law.

Failing an amicable resolution, exclusive jurisdiction is granted to the courts within the jurisdiction of Roanne, including in the event of multiple defendants, third-party proceedings, interim relief, or emergency proceedings.

Specific provisions for services provided on quotation

17. Services provided on quotation

The technical and commercial proposal provided by Optimiq is specific to each Client and detailed in the quotation.

The services provided by Optimiq may include, without limitation: SEO audit, strategic recommendations, Shopify support, Shopify store creation, Shopify site redesign, technical implementations, settings, developments, corrective or evolutionary maintenance, technical support, customer journey optimisation, application integration, performance monitoring, one-off training sessions, content, consulting, or any other action agreed in the quotation.

The details of the services, deliverables, deadlines, intervention schedule, and specific terms are set out in the technical and commercial proposal or in the signed quotation.

18. Organic search

Organic search consists of a series of operations aimed at improving the readability, accessibility, understanding, or use of a site's content by the selected search engines or directories.

Given the freedom of search engines and directories to accept, refuse, de-index, re-rank, or modify their criteria, and given the ongoing changes in their algorithms, the Client expressly understands and accepts that Optimiq guarantees no result, no ranking, no indexing, and no maintenance of performance. Variations in traffic, ranking, or visibility may not give rise to Optimiq's liability.

19. Audit – Reporting – Calculation methods

Where provided for in the quotation, the Client receives audit reports, summaries, or monitoring reports according to the schedule and format defined in the commercial proposal.

These documents are intended to set objectives, structure the production process, and analyse the performance of the services. They never constitute a guarantee of results.

Unless expressly stipulated otherwise, only the calculation methods, measurement tools, and counts produced or used by Optimiq for the performance of the assignment shall be binding between the parties, subject to their technical availability.

In order to protect its know-how, the Client shall refrain from reproducing, transmitting, publishing, marketing, or disclosing to third parties all or part of the reports, audits, tables, structures, methods, or extracts provided by Optimiq, unless prior written consent has been obtained.

20. Duration – Validity – Renewal

Unless otherwise provided in the special conditions, services provided on quotation on an ongoing basis are entered into for a minimum term of three months from the date of signature or actual start of the assignment.

They are then automatically renewed for successive periods of three months, unless terminated by either party with notice given at least thirty days before the expiry of the current period.

Failing notice within this period, renewal shall be automatic for a new fixed period of three months.

21. Suspension of services in the event of non-payment

Any failure to pay an instalment entitles Optimiq, after an initial reminder that remains unsuccessful, to immediately and without notice suspend the performance of its services as well as access to the deliverables, tools, or configurations put in place, until full payment of the sums due.

If the non-payment persists after a second reminder, Optimiq may declare the contract wrongfully terminated at the Client's exclusive fault and require payment of the sums remaining due until the scheduled term.

Any service not expressly included in the technical and commercial proposal shall be subject to an additional quotation and invoicing after the Client's written acceptance.

Specific provisions for B2B online purchases

22. Online purchases – Specific scope

The provisions of this chapter apply to products, offers, and services ordered directly via the Optimiq website by a business client.

The visuals, descriptions, texts, illustrations, stated performance, presented results, client cases, testimonials, examples, or data appearing on the site are for informational and illustrative purposes only. They may not be interpreted as a contractual guarantee of results, compatibility, profitability, or perfect suitability for the Client's needs.

23. Order process

The online order becomes final only after:

  • selection of the offer or product;
  • validation of the basket where applicable;
  • provision of the requested information;
  • express acceptance of these GTC;
  • payment validation or Optimiq's written confirmation, as applicable.

Optimiq reserves the right to refuse or cancel any order, in particular in the event of:

  • incomplete or incorrect information;
  • doubt as to the Client's professional status;
  • a previous payment incident;
  • an atypical request or one manifestly incompatible with the offer;
  • suspicion of fraud, abuse, or unlawful use.

24. Availability – Access – Delivery

Online offers, products, and services are provided subject to availability.

For digital products, audits, consultations, services, training, documents, or intangible deliverables, access, performance, or delivery takes place according to the terms specified on the site, in the confirmation email, or by appointment / subsequent contact.

For services requiring human intervention, the online order may constitute a reservation or a firm order for the service, which will then be scheduled according to Optimiq's availability.

For physical products, where applicable, the stated delivery times are purely indicative unless otherwise agreed in writing. A reasonable delay may not justify cancellation, refusal of payment, or compensation.

25. No B2B right of withdrawal

The Client acknowledges that sales concluded with Optimiq are reserved exclusively for professionals and that, as such, it does not benefit from the right of withdrawal granted to consumers for distance contracts, unless expressly and exceptionally agreed in writing by Optimiq.

No cancellation, withdrawal, or refund may be required after validation of the order, unless otherwise agreed in writing by Optimiq or in the event of proven gross negligence on its part.

26. Complaints

Any complaint relating to an online order must be made in writing, with reasons given, within a maximum period of seven calendar days from delivery, availability, access, or the first scheduled appointment depending on the nature of the offer.

Failing this, the order shall be deemed compliant, accepted without reservation, and definitively performed for the relevant part.

27. Evidence

Computerised records, emails, order confirmations, connection logs, payment evidence, screenshots, electronic exchanges, validation histories, and more generally all electronic records kept by Optimiq or its technical providers shall constitute evidence of the order, its content, its acceptance, its payment, and its performance, unless a manifest error is proven.