Deoya Capital
General Terms of Sale
1. Purpose
These General Terms of Sale (GTS) govern the consulting, structuring, coordination and matchmaking services provided by DEOYA CAPITAL. Any order implies full acceptance of these GTS.
2. Nature of services
DEOYA CAPITAL acts as advisor and project coordinator with a best-efforts obligation, not an obligation of result. Services are precisely defined in a quote or contract.
3. Contract formation
Each service is subject to a prior quote. The mission begins only after client signs the quote and pays the corresponding deposit. Quote signature implies acceptance of these terms.
4. Payment terms and late penalties
A thirty percent (30%) deposit is required at quote signature. The balance is payable in installments on a monthly basis according to mission progress validated by DEOYA CAPITAL. Each installment results in an invoice issued by DEOYA CAPITAL, payable upon receipt. In case of non-payment of an installment, DEOYA CAPITAL reserves the right to suspend mission execution until regularization. In case of late payment, penalties will be due as a matter of right, without reminder, calculated based on the legal rate in effect. Pursuant to article L441-10 of the Commercial Code, a flat fee for recovery costs of forty (40) euros will also be due. When recovery costs incurred exceed this amount, additional compensation may be requested upon justification.
5. Liability
DEOYA CAPITAL is bound by a best-efforts obligation. Its liability can only be engaged in case of proven fault in executing its obligations. The client remains solely responsible for decisions made based on recommendations formulated by DEOYA CAPITAL. In any event, DEOYA CAPITAL's liability, all damages combined, is limited to the amount of fees actually received for the concerned mission. DEOYA CAPITAL cannot be held liable for indirect damages, notably loss of turnover, loss of opportunity or commercial prejudice.
6. Expert intervention
DEOYA CAPITAL may involve partner experts within missions. These interveners act under their own responsibility. DEOYA CAPITAL cannot be held liable for their actions, omissions or failings.
7. Confidentiality
The parties undertake to keep strictly confidential all information exchanged within the framework of the mission. This obligation applies throughout the mission duration and for a period of five (5) years from its termination, regardless of cause.
8. Intellectual property
Deliverables remain DEOYA CAPITAL property until full payment of services. After payment, the client benefits from a usage right strictly limited to internal needs. Any reproduction, dissemination or exploitation without prior written authorization is prohibited.
9. Termination
In case of early termination: Performed services remain due and payable - Amounts paid are not refundable. DEOYA CAPITAL reserves the right to suspend or terminate the mission in case of client default, notably in case of non-payment.
10. Force majeure
DEOYA CAPITAL cannot be held liable in case of an unforeseeable, irresistible and external event preventing the execution of its obligations.
11. Governing law and disputes
These terms are governed by French law. In case of dispute, the parties undertake to seek an amicable solution. In absence of amicable agreement, the dispute will be submitted to competent French courts.
12. Force majeure
DEOYA CAPITAL cannot be held responsible in case of an unforeseeable and independent event of its will preventing the execution of services.