Terms of sale
Last updated: October 2, 2026
1. Purpose and scope
These terms of sale govern the contractual relationship between The Last Commit, a French simplified joint-stock company (société par actions simplifiée) with a share capital of €4,000, registered with the Versailles Trade and Companies Register (RCS) under number 130 940 141 (registered office: 11 rue du Fer à Cheval, 78120 Rambouillet, France) and its business clients, within the scope of Go To Prod services. They apply in the absence of specific terms signed between the parties, which prevail over these terms.
2. Services
The Last Commit takes over a project where it stopped and brings it to production: audit of the existing system, development, data and artificial intelligence, mobile applications, infrastructure, release to production, then operation and maintenance. Services are delivered on a fixed-price basis, against a defined scope and set of deliverables. We offer neither staff secondment nor time-and-materials billing.
3. Quotation and order
Each engagement is covered by a quotation or a written proposal specifying the scope, deliverables, milestones, schedule and price. The contract is formed upon receipt of the quotation dated, signed and accepted without reservation by the client. Any change of scope during the engagement is subject to a costed amendment.
4. Prices and invoicing
Prices are expressed in euros excluding taxes, with VAT at the applicable rate added to the stated price. Invoicing occurs at each milestone, according to the schedule set in the quotation; recurring operation and maintenance services are invoiced monthly. Unless otherwise stated, invoices are payable within 30 days of the issue date, by bank transfer.
5. Late payment
Any late payment automatically triggers penalties equal to three times the legal interest rate, together with a fixed recovery cost indemnity of 40 euros, in accordance with article L441-10 of the French Commercial Code. Where a formal notice remains without effect for fifteen days, we may suspend ongoing services without the client being entitled to any compensation.
6. Client obligations
A successful engagement requires active collaboration from the client: providing access (environments, code repositories, data, tools), appointing a decision-making contact and approving deliverables within the agreed timeframes. Any deliverable that has not been subject to written and substantiated reservations within ten business days is deemed accepted.
7. Result-driven commitment and liability
We commit to the deliverables and milestones defined in the quotation. Our liability is limited to direct and proven damage, and capped at the amount excluding taxes actually paid for the service concerned. Indirect damage is excluded, in particular loss of business, loss of data, loss of revenue or reputational harm. We are not liable for malfunctions attributable to pre-existing code, data or third-party services, nor for outages of the hosting and API providers used by the project.
8. Intellectual property in deliverables
Unless specific terms provide otherwise, economic rights in bespoke developments produced for the client are assigned to them upon receipt of full payment for the corresponding service. We retain ownership of our tools, generic software components, methods and pre-existing or reusable know-how, for which the client receives a non-exclusive, free and perpetual licence to use within the scope of the project. Open source components remain governed by their respective licences.
9. Confidentiality and commercial reference
Each party undertakes to preserve the confidentiality of the information exchanged, for the duration of the contract and three years thereafter. Unless the client objects in writing, we may cite their name and reproduce their logo as a commercial reference.
10. Personal data
Where the engagement involves processing personal data on the client’s behalf, the client remains the controller and we act as processor within the meaning of Article 28 of the GDPR. We process such data only on the client’s documented instructions, ensure its confidentiality and security, engage another processor only with the client’s consent, assist the client in responding to data subject requests and, at the end of the engagement, return or delete the data as the client chooses. A data processing agreement appended to the quotation sets out its subject matter, duration, categories of data and security measures.
11. Term, reversibility and termination
Operation and maintenance services are entered into for the term set in the quotation and may be terminated by either party subject to thirty days' notice. At the end of the contract, we hand over the source code, documentation and access required to take over the services, so that no dependency remains.
12. SaaS products
Our in-house products — Memojin, Aukilo, Vitef and JuryDay — are available from their own websites and applications. Any registration, subscription or plan for these products is governed by their own terms and conditions, which prevail over these terms. No sale is carried out directly on thelastcommit.com.
13. Force majeure
Neither party can be held liable for a failure to perform its obligations resulting from an event of force majeure within the meaning of article 1218 of the French Civil Code. If the event continues beyond thirty days, either party may terminate the contract by registered letter, services already performed remaining due.
14. Governing law and disputes
These terms of sale are governed by French law. In the event of a disagreement, the parties undertake to seek an amicable solution; failing agreement within thirty days, the dispute shall be brought before the competent courts of the jurisdiction of The Last Commit's registered office. This English version is provided for information only; the French version prevails.