Welcome to Vinava!
Please take a moment to review our Terms and Conditions. These terms outline the legal framework for using our website, including your rights, responsibilities, and our commitments to you. By accessing or using this site, you agree to follow these terms. If you have any questions, feel free to contact us.
1. Definitions
For the purposes of these Terms and Conditions, the words listed below (whether singular or plural) and written with a capital letter have specific meanings as explained in this section.
Anomaly (or Anomalies) : Any consistent issue or irregularity in an IT Deliverable that appears during the use of the Services, and is not caused by incorrect usage or use outside the agreed terms.
Customer: Any individual or business entity using the Services for professional or commercial purposes, who agrees to these Terms and Conditions.
General Terms and Conditions: This entire document, including any attachments or addendums that apply.
Contract: The complete agreement between Vinava and the Customer, which includes these Terms and Conditions, the Service Proposal(s), any attachments, and any agreed updates or amendments.
Data Processing Agreement: A separate agreement between the Parties that sets out how Personal Data is processed, and forms part of the Contract.
Personal Data: Information that can identify a person, as defined by applicable data protection laws.
Intellectual Property Rights: All legal rights related to creative work and inventions, including copyrights, trademarks, patents, design rights, databases, trade secrets, and any related rights.
Vinava Team: Refers to the operators and authorized persons directly managing Vinava and any affiliated persons or entities, if applicable.
Deliverables: All the outcomes provided as part of the Services, such as documents, software, reports, or any material developed specifically for the Customer and protected by intellectual property laws.
Party or Parties: Refers to either Vinava or the Customer individually (a “Party”) or both together (the “Parties”).
Service(s): The services offered by Vinava to the Customer, as outlined in the Proposal.
Proposal: A written document (such as a quote, purchase order, or service plan), which describes the Services and pricing, and may also include schedules or other details.
Personal Data Regulation: The applicable laws concerning the handling and protection of Personal Data, including GDPR and any local data protection laws.
Specifications: Detailed descriptions and technical requirements for the IT Deliverables, as defined and confirmed by Vinava.
2. Subject
These General Terms and Conditions set out the legal framework that applies to the Services offered by Vinava, as described in the Proposal accepted or signed by the Customer.
If there is any inconsistency or conflict between different contractual documents, the following order of priority will apply:
The Specifications (if available and agreed),
These General Terms and Conditions,
The Proposal outlining the details of the Services, and
The Data Processing Agreement.
3. Entry into Force
These General Terms and Conditions take effect on the date the Customer signs or formally accepts the Proposal. They will remain in force for the duration specified in that Proposal.
4. Schedule
If applicable, a timeline for delivering the Services may be agreed upon by both Parties, particularly as outlined in the Proposal. However, if the Customer delays or fails to meet any of their obligations—such as not providing required information or approvals on time—Vinava will not be held responsible for any resulting delays. In such cases, all deadlines for Vinava’s deliverables will automatically be extended accordingly.
5. Cooperation Between the Parties
Successful delivery of the Services depends on close and ongoing cooperation between both Parties.
To ensure smooth communication and project management, each Party agrees to appoint a dedicated contact person responsible for overseeing and coordinating the execution of the Contract. This person will act as the main point of contact for the other Party.
Both Parties also commit to the following:
- Sharing any critical or relevant information—before and during the project—that may impact the scope, quality, timeline, or cost of the Services.
- Working cooperatively with any external suppliers or third-party providers (contracted by either Party) and providing them with the necessary information or documents in a timely manner to support their tasks.
- Informing the other Party of any planned or ongoing actions that may reasonably affect the Services outlined in the Contract.
6. Provisions for Performance of the Services
6.1 Resources and Equipment
Vinava will provide and maintain the necessary tools and systems required to deliver the Services efficiently. We are responsible for ensuring these resources are in working order during the period of service delivery.
6.2 Service Location
Depending on the nature of the Services, both Parties may agree for the work to be carried out either remotely, at the Client’s premises, or any other designated location. In cases where on-site visits or travel is necessary, the Client agrees to cover reasonable travel-related costs (such as transportation, accommodation, and meals) incurred by Vinava team members.
6.3 Service Quality
Vinava is committed to providing all Services with a high level of professionalism and care, following industry standards, applicable laws, and best practices. However, Vinava does not provide legal advice and is not liable for any legal interpretations or consequences.
7. Acceptance
7.1 Purpose and General Principles
The goal of the acceptance process is to verify that all Services and Deliverables meet the agreed requirements as outlined in the Contract (including specifications, objectives, and expectations). If the Client uses or exploits any Deliverable in any form—even without formal approval—it will be considered accepted without reservation.
7.2 Approval of Documentation
When Vinava delivers written or design documents (Documentary Deliverables), they will be sent via email. The Client will have three (3) business days to review and either approve or raise clear concerns about non-compliance with the Contract. If concerns are raised, Vinava will revise the documents accordingly. This review-and-revision process may be repeated up to two (2) times.
If the Client does not respond within the specified timeframe or uses the documents, the Deliverables will be considered automatically approved and accepted.
7.3 Approval of Technical Deliverables
When delivering digital or technical outputs (IT Deliverables), acceptance includes confirming (i) that all agreed elements have been delivered, and (ii) that they function according to the Specifications. The Client will conduct tests, with Vinava’s support if needed, and has three (3) business days to confirm approval or request final adjustments. If there is no response or if the deliverables go live in production, acceptance is deemed confirmed without further notice.
8. Financial Terms
8.1 Pricing and Invoicing
The pricing for our Services, along with payment and invoicing terms, will be clearly outlined in the relevant Proposal accepted by the Client. All prices are exclusive of applicable taxes, travel, accommodation, and related expenses, which will be billed separately if incurred.
Any changes in the scope or nature of the Services will require an updated or additional Proposal, subject to approval by both parties.
9. Contract Termination
9.1 Termination for Breach
Either Party may terminate the Contract, in whole or in part, if the other Party fails to meet its contractual obligations and does not resolve the issue within thirty (30) calendar days of receiving a written notice (sent via registered mail with acknowledgment of receipt). This termination does not affect the right to claim damages or compensation.
9.2 Termination Due to Force Majeure
The Contract may also be terminated by either Party in the event of force majeure, as described in Article 16.
9.3 Effects of Termination
Upon termination of the Contract for any reason, both Parties agree to:
- Return any Confidential Information in their possession;
- Settle any outstanding amounts due as of the effective termination date;
- Finalize all contractual obligations related to the Services delivered.
10. Confidentiality
Both Parties agree to treat as confidential any information exchanged or accessed—directly or indirectly—during the performance of the Contract, regardless of the format or medium (“Confidential Information”).
Confidential Information includes, but is not limited to:
Technical, financial, legal, commercial, or strategic details about either Party.
Any documents, files, or communication shared in the course of working together.
Each Party agrees to:
Handle the other’s Confidential Information with the same care as their own;
Not disclose any Confidential Information to third parties;
Take all necessary precautions to ensure confidentiality is maintained, including informing staff or collaborators of their obligations.
Within 15 days of the Contract’s termination, both Parties agree to return or securely destroy any confidential documents received.
This confidentiality obligation remains in effect for 3 years after the end of the Contract, regardless of the reason for termination.
Exceptions:
This obligation does not apply to information that:
Was already known by a Party before the Contract, and proof can be provided;
Becomes publicly available through no fault or omission of either Party.
11. Personal Data
Each Party is individually responsible for complying with all applicable laws and regulations regarding the protection of Personal Data in relation to their own activities.
Both Parties agree to:
Follow the requirements of the General Data Protection Regulation (GDPR) and any other relevant data protection laws.
Ensure that all required notifications or authorizations with data protection authorities have been completed.
If Vinava needs to process any Personal Data on behalf of the Customer while providing Services, both Parties will sign a Data Processing Agreement to define roles, responsibilities, and legal obligations.
Whenever possible, the Customer agrees to provide anonymized or fictional data for use in the delivery of Services, avoiding the sharing of actual Personal Data.
Both Parties commit to:
Maintaining the confidentiality and security of any Personal Data shared during the execution of the Contract.
Ensuring that only authorized personnel handle such data, and that they are bound by confidentiality obligations.
If either Party becomes aware of a data breach or any unlawful use of Personal Data, they must inform the other Party immediately and take appropriate steps to address the issue.
12. Commercial Reference
By accepting these Terms, the Customer grants Vinava the right to include the Customer’s name, logo, and/or website in its list of references for marketing and promotional purposes.
Vinava may also refer to the services provided or case studies related to the Customer in promotional materials (including its website, presentations, and social media), both online and offline, and worldwide.
If the Customer wishes to revoke this permission at any time, a written request must be submitted, and Vinava will honor it within a reasonable timeframe.
13. Liability
The Customer acknowledges and agrees that Vinava is subject to a general obligation of means, meaning Vinava commits to using reasonable skill and care in the delivery of its services but does not guarantee specific results or outcomes from the Deliverables.
Vinava shall only be liable for direct damages that are proven to be caused by its own fault. Under no circumstances shall Vinava be held liable for the Customer’s failure to achieve any intended outcomes or business objectives based on the Services or Deliverables provided.
As a fundamental condition of Vinava’s engagement, if Vinava is found liable for any claim under this Agreement, the total liability, regardless of the cause or nature of the claim, shall be strictly limited to a maximum of 100% of the total amount paid and received by Vinava under the relevant Proposal or Contract.
Furthermore, Vinava shall in no event be liable for indirect or consequential damages, including but not limited to:
loss of profit or revenue,
loss of opportunities or business,
loss of reputation or brand value,
increased operational costs,
loss or corruption of data or files,
loss of productivity, contracts, or anticipated savings.
This limitation of liability applies regardless of the form of action, whether in contract, tort (including negligence), or otherwise.
14. Intellectual Property
14.1 Pre-existing Materials
Vinava retains full ownership of all tools, methodologies, software, documentation, processes, data, code snippets, and know-how developed or owned by Vinava prior to or independently of the Services, regardless of whether they are protected by intellectual property rights (e.g., copyright, trademark, patent).
14.2 Customer-Owned Materials
The Customer remains the sole owner of all intellectual property associated with their brands, logos, products, data, content, and services. Nothing in this Agreement shall be interpreted as transferring any ownership of the Customer’s intellectual property to Vinava.
The Customer grants Vinava a limited, non-exclusive, non-transferable license to use the Customer’s materials solely for the purpose and duration of delivering the Services under this Agreement.
14.3 Ownership and Use of Deliverables
Unless otherwise agreed in writing, Vinava grants the Customer a non-exclusive, non-transferable, non-sublicensable, perpetual license to:
use the Deliverables,
reproduce the Deliverables,
publicly display the Deliverables,
modify or adapt the Deliverables for internal or project-specific needs.
This license is limited to the Customer’s business purposes and is valid only for the territory where the Customer is established.
If any Deliverables include open-source components or third-party software, the Customer’s usage rights will be governed by the applicable licenses of those components. Vinava makes no warranty on behalf of such open-source elements.
14.4 IP Infringement and Guarantees
Each Party warrants that materials it provides do not knowingly infringe any third-party intellectual property rights.
In the event of a third-party claim against either Party for IP infringement related to the licensed elements, the responsible Party will:
be promptly notified of the claim,
have full control over the defense (including lawyer selection),
receive full cooperation from the other Party during the process.
If a final decision or settlement results in the Customer being unable to use part or all of the Deliverables, Vinava will, at its expense and choice:
Obtain the rights for continued use by the Customer,
Replace or modify the infringing portion to avoid further risk, ensuring the same functionality and quality.
This clause defines the exclusive remedies and limitations for IP-related disputes under this Agreement.
15. Force Majeure
Neither Vinava nor the Customer shall be held liable for any delay or failure to perform their obligations under this Agreement if such delay or failure is caused by an event beyond their reasonable control (“Force Majeure”).
Force Majeure events include, but are not limited to: natural disasters, war, acts of terrorism, government restrictions, epidemics, strikes, internet or utility failures, and any other event recognized as force majeure under applicable law.
The affected Party must notify the other Party promptly in writing of the Force Majeure event, its expected duration, and its impact on their ability to perform.
During the Force Majeure period:
The obligations of the affected Party will be suspended,
The time for performance will be extended by the duration of the delay.
If the Force Majeure event continues for more than thirty (30) consecutive days, either Party may terminate the Agreement immediately by sending a written notice to the other Party. No penalties or compensation will be owed due to such termination.
16. Non-Solicitation of Personnel
Each Party agrees not to directly solicit or hire any employee of the other Party with whom they had contact during the term of this Agreement.
This obligation applies during the term of the Agreement and for twelve (12) months after its termination or expiration.
If either Party breaches this clause, they agree to pay the other Party compensation equal to twelve (12) months of the employee’s gross salary.
17. Lack of Exclusivity
Vinava does not grant exclusivity to the Client and reserves the right to work with other clients, including the Client’s competitors.
18. Outsourcing
The Client acknowledges and agrees that Vinava may engage subcontractors, including affiliated companies, to carry out all or part of the Services.
19. Miscellaneous
19.1 Assignment
Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party. However, Vinava may assign this Agreement to any affiliated company with equivalent financial reliability.
19.2 Domicile
For all purposes related to this Agreement, both Parties elect domicile at their respective registered offices.
19.3 Severability
If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be deemed removed without affecting the validity of the rest of the Agreement. If such invalidity significantly alters the balance of the Agreement, the Parties agree to replace it with a legally valid clause that preserves the original intent.
19.4 No Waiver
A failure or delay by either Party to enforce any provision of this Agreement shall not be interpreted as a waiver of that provision or any other rights.
19.5 Entire Agreement
This Agreement constitutes the entire understanding between the Parties regarding the Services and supersedes any previous agreements, discussions, or the Customer’s general purchasing terms.
19.6 Governing Law
This Agreement shall be governed by and interpreted in accordance with French law.
19.7 Jurisdiction
If a dispute arises relating to the validity, interpretation, execution, or termination of this Agreement, the Parties agree to first attempt to resolve it amicably or through mediation.
If no resolution is reached within thirty (30) days, the dispute shall fall under the exclusive jurisdiction of the competent courts of the Paris Court of Appeal, including for emergency or protective proceedings.