Contractual framework

Terms and Conditions of Sale

Last updated: May 2026 · Applicable to professional (B2B) clients

1. Preamble and definitions

These General Terms and Conditions of Sale (hereinafter the “Terms”) govern the contractual relationship between:

• On the one hand, Thortank, a trade name operated jointly by Mathieu Lepretre (SIRET 899 675 409 00036) and Flora Lepretre (SIRET 939 662 565 (SIREN · full SIRET to be confirmed)), hereinafter together referred to as “Thortank” or the “Provider”;
• On the other hand, any legal entity or individual acting for professional purposes that places an order for services with Thortank, hereinafter referred to as the “Client”.

Definitions:

• Quote: a priced, descriptive document detailing the services, their price, their timelines and the Thortank co-publisher contractually committed.
• Purchase order: a quote dated, signed and marked “Bon pour accord” (approved) by the Client.
• Deliverable: any tangible result of the services handed over to the Client (website, brand guidelines, audit, written content, configured campaign, etc.).
• Party/Parties: Thortank and/or the Client.

2. Purpose

The purpose of these Terms is to define the conditions under which Thortank provides the Client with its digital services: strategic consulting, audits, SEO/LLMO, online advertising (Google Ads, Meta Ads, LinkedIn Ads), website creation and maintenance, visual identity, content production, monthly support, training and any related service.

3. Acceptance of the Terms

Any order constitutes the Client's full and unreserved acceptance of these Terms, which prevail over any other Client document (in particular general terms of purchase), unless a derogating written agreement is signed by Thortank.

The Client acknowledges that it is a professional acting within the scope of its economic activity. The right of withdrawal provided for by the Consumer Code does not apply to it (article L.221-3 of the Consumer Code, subject to the eligibility conditions).

4. Description of services

Unless expressly stated otherwise in the Quote, Thortank's services are best-efforts obligations and not obligations of result. Thortank undertakes to apply all reasonable care and diligence, in accordance with industry practice.

No guarantee is given regarding rankings (SEO), traffic volume, conversion rate or return on investment, as these results depend on external factors (search engine algorithms, competition, the market, the quality of the Client's offer, etc.).

5. Quote and order

Every service is the subject of a detailed quote, valid for 30 days from its issue. The order is firm and final upon receipt of the quote signed by the Client (“Bon pour accord” + date + stamp and/or signature).

Any change of scope requested during the engagement will be the subject of an amendment or an additional quote, accepted by the Parties before execution.

6. Pricing and invoicing

Prices are stated in euros and excluding taxes. In accordance with article 293 B of the French General Tax Code, Thortank is not subject to VAT for co-publishers under the sole trader (micro-entrepreneur) regime (invoices carry the mention “TVA non applicable, art. 293 B du CGI”).

Any additional service not provided for in the quote will be invoiced at the current hourly rate or according to an additional quote. External costs (media purchases, licenses, fonts, image libraries, hosting, domain names) are re-invoiced to the Client at cost, unless stated otherwise.

7. Payment terms

Unless otherwise stipulated in the Quote, the terms are as follows:

• 30% deposit upon signing the quote, a condition for starting the service.
• Balance upon delivery or according to the schedule specified in the Quote.
• For recurring services (subscriptions, monthly support): monthly invoicing in advance.

Payment by bank transfer within 30 days of the invoice date, unless otherwise stipulated.

Late payment. Any sum not paid by its due date automatically bears interest, without formality or prior formal notice, at a rate equal to three times the legal interest rate in force, together with a fixed indemnity of €40 for recovery costs (articles L.441-10 and D.441-5 of the French Commercial Code). An additional indemnity will be due if the actual costs exceed this fixed amount, upon supporting evidence.

Thortank reserves the right to suspend or terminate any service in the event of non-payment, without prejudice to any other remedy.

8. Delivery times

The times stated are indicative and start from Thortank's receipt of all the elements needed for execution (briefing, access, content, approvals, etc.) and of the deposit payment.

Any delay attributable to the Client (late approvals, incomplete supply of elements, out-of-scope changes) results in a corresponding extension of the timelines, without Thortank incurring liability.

9. Client obligations

The Client undertakes to:

• Provide Thortank, within the agreed timeframes, with all the information, documents, access, credentials and approvals needed to perform the services;
• Guarantee the accuracy and lawfulness of the content and data it provides (texts, images, trademarks, personal data);
• Appoint a single point of contact with the necessary decision-making authority;
• Meet the approval deadlines set in the schedule, failing which approvals will be deemed tacitly granted after 10 business days;
• Pay invoices when due.

10. Thortank obligations

Thortank undertakes to perform its services with diligence and care and in accordance with professional standards. Thortank guarantees that the deliverables conform to the specifications agreed in the Quote, subject to the Client's interim approvals.

11. Intellectual property of deliverables

The intellectual property rights in the original deliverables created by Thortank as part of the engagement (graphic design, specific source code, custom-written content, etc.) are assigned to the Client upon full payment of the price, for the legal term of protection, worldwide, and for the modes of exploitation provided for in the Quote.

Before full payment, the deliverables remain the exclusive property of Thortank. Any use by the Client before full payment constitutes infringement.

The following are expressly excluded from the assignment:

• Thortank's pre-existing tools, methodologies, templates, frameworks and know-how, which remain its property and for which the Client benefits from a non-exclusive license of use limited to its own needs;
• Third-party elements (fonts, image libraries, plugins, open source libraries) governed by their own licenses;
• Web pages and graphic compositions before approval and full payment.

The Client indemnifies Thortank against any third-party claim relating to the elements it has itself supplied.

12. Confidentiality

Each Party undertakes to keep strictly confidential all information, documents and data exchanged during the engagement, for the entire duration of the contract and for a period of 3 years following its end. This obligation does not apply to public information or information lawfully disclosed.

13. Limitation of liability

Thortank is bound by a best-efforts obligation. Its liability may only be incurred in the event of proven fault and within the following limits:

• The cumulative amount of any damages that may be owed by Thortank is capped at the amount, excluding VAT, actually paid by the Client for the service giving rise to the dispute, and in any event at the amount of services invoiced over the last 12 months;
• Thortank cannot be held liable for indirect or intangible damages: loss of business, loss of revenue, loss of opportunity, loss of customers, damage to reputation, loss of data, damages resulting from the actions of third parties;
• Thortank disclaims all liability for the consequences of changes, additions or deletions made by the Client or by a third party to the deliverables after their handover;
• Thortank is not liable for malfunctions attributable to third-party services (host, advertising platforms, social networks, search engines, API providers);
• No liability may be sought for commercial, marketing, financial or SEO results, as these are subject to external uncertainties.

14. Conformity warranty

The Client has a period of 15 days from delivery to raise in writing (email) any reservation as to the conformity of the deliverable with the agreed specifications. After this period without reservation, the service is deemed accepted.

In the event of proven non-conformity, Thortank makes the necessary corrections within a reasonable time, to the exclusion of any other compensation. Requests for enhancements or improvements outside the initial scope are subject to an additional quote.

15. Termination

Termination for breach. In the event of a serious breach by one of the Parties of its obligations, not remedied within 15 days of formal notice sent by registered letter with acknowledgment of receipt, the other Party may terminate the contract by operation of law, without prejudice to any damages.

Termination for convenience of recurring services. Subscriptions and monthly support may be terminated by either Party with 30 days' written notice before the end of the current period.

In the event of termination, services already undertaken and time spent up to the effective date of termination remain due on a pro rata basis. Deposits paid remain with Thortank as compensation for work performed.

16. Force majeure

Thortank's liability cannot be incurred in the event of force majeure within the meaning of article 1218 of the French Civil Code and case law (in particular: natural disaster, armed conflict, epidemic, general strike, third-party infrastructure failure, cyberattack, unforeseeable administrative decision). Delivery times are then extended by the duration of the impediment.

17. Subcontracting

Thortank reserves the right to subcontract all or part of the performance of the services to trusted partners, in compliance with confidentiality and data protection obligations. Thortank remains responsible to the Client for the proper performance of the services.

18. Commercial references

Unless the Client requests otherwise in writing, Thortank is authorized to mention the Client's name and logo in its commercial references (website, proposals, communication materials, social networks), and to publicly showcase the deliverables produced as a portfolio.

19. Personal data

The Client's personal data is processed in accordance with the site's Privacy policy. Where Thortank processes personal data on behalf of the Client as part of the services, the Parties enter into a data processing addendum compliant with article 28 of the GDPR.

20. Miscellaneous provisions

Severability. The invalidity of any clause of these Terms shall not affect the validity of the other clauses, which remain fully applicable.

Forbearance. The failure of one of the Parties to rely on a breach by the other Party shall not be construed as a waiver of the right to rely on that breach at a later date.

Amendment of the Terms. Thortank reserves the right to amend these Terms at any time. The version applicable to any order is the one in force on the date the Quote is signed.

Governing law and jurisdiction. These Terms are governed by French law. Failing amicable resolution within 60 days of a written claim, any dispute shall fall under the exclusive jurisdiction of the courts of Boulogne-sur-Mer, including in the event of multiple defendants or third-party claims.