Terms and conditions of sale

These terms apply to orders placed with Banana Web by clients acting for professional purposes.

They cover UX/UI consulting, research, mock-ups, prototypes, digital identity, websites, apps, development, audits, workshops, software, licences, white-label application backbones and AI-related services.

Any consumer order requires specific terms and falls outside this document.

The quote or order form defines scope, deliverables, schedule, price and any special terms.

If documents conflict, signed special terms prevail over these general terms. Client purchasing terms apply only after Banana Web’s written acceptance.

An electronic signature, unequivocal written approval or payment of the first instalment constitutes acceptance of the order and these terms.

A quote remains valid for the period it states or, if none is stated, for 30 days.

The order becomes binding once the quote is accepted and the first 40% instalment is received. Banana Web need not reserve resources or start before both events.

Prices are in euros and exclusive of tax unless stated otherwise. Banana Web benefits from the French basic VAT exemption: VAT not applicable, Article 293 B of the French Tax Code.

External costs — licences, fonts, hosting, travel, media purchases and third-party services — are included only where expressly listed.

No discount is granted for early payment.

Unless the quote states otherwise, invoices are payable within 15 calendar days from issue.

Payment is complete only when cleared funds are available in the account designated by Banana Web.

40% on signature

Due to confirm the order and schedule the start.

30% at interim approval

Due after approval of creative direction, mock-ups or the equivalent functional milestone stated in the quote.

30% before delivery

Due before source files, final files, production access, usable licence or rights transfer are released.

From the day after the due date, without prior reminder, late penalties accrue at the applicable European Central Bank refinancing rate plus 10 percentage points and never below three times the French statutory interest rate.

A fixed €40 recovery fee is due for every overdue invoice. Additional documented recovery costs may be claimed where higher.

Banana Web may suspend work, delivery, licences, access or production release until full payment. The schedule is extended by at least the suspension period.

Client delay, incomplete responses or a change of decision-maker may shift the schedule and generate additional fees where resources were reserved.

• Provide content, access, approvals and decision-makers on time.
• Warrant that all supplied materials may lawfully be used.
• Review content, test deliverables and provide consolidated feedback.
• Disclose regulatory, security or accessibility requirements specific to its activity.
• Back up data and environments before technical work.

Only deliverables and feedback rounds expressly listed are included.

Any request changing scope, assumptions, volume, technology or schedule may require an amendment, new quote or billing at the agreed rate.

Banana Web may refuse an additional request that conflicts with quality, security, law or available resources.

The client has 14 calendar days from delivery of a milestone or deliverable to submit written, specific, consolidated reservations tied to the agreed scope.

Without qualifying reservations within that period, the milestone or deliverable is deemed accepted. Production use, publication, distribution or resale also constitutes acceptance.

Banana Web corrects reproducible deviations from the accepted scope. A new preference, change request or third-party issue is not a non-conformity.

Dates are estimates unless the quote expressly states that a deadline is firm.

Deadlines are suspended by client delay, non-payment, third-party unavailability, force majeure or events outside Banana Web’s reasonable control.

If the client cancels, the deposit remains with Banana Web and completed work, committed milestones, non-recoverable costs and reserved resources become immediately payable.

A material breach not cured within 15 days after written notice allows the other party to terminate, without affecting amounts due or documented damages.

Payment, confidentiality, intellectual property and liability terms survive termination.

No intellectual property right transfers until every amount due has been paid in full.

The quote states which deliverables are assigned or licensed, the rights, purpose, territory, term and media. Without an express assignment, the client receives a non-exclusive licence limited to the professional purpose stated in the quote.

Banana Web retains its tools, methods, generic components, libraries, design systems, models, know-how and pre-existing or independently developed materials.

Moral rights, open-source licences and third-party rights remain applicable. Source files, working files and repository access are delivered only where expressly included.

Unless stated otherwise, a white-label backbone, template or component is licensed on a non-exclusive, non-transferable basis for the product or number of products defined in the quote.

The client may customise and use it within that scope but may not resell the standalone backbone, sublicense it, extract components to create a competing offer or remove third-party licence obligations.

Exclusivity, full assignment or resale rights must be expressly negotiated and priced.

AI-assisted or generated results may vary, contain errors or depend on third-party models. The client must validate results before sensitive use or production.

The client warrants that supplied data and instructions are lawful. Banana Web does not place confidential data into an unplanned third-party service without appropriate information or agreement.

Unless specifically committed, Banana Web does not warrant the uniqueness of generated output or permanent availability of a third-party model or provider.

Each party protects information marked confidential or reasonably confidential by its nature.

Banana Web may present the project name, nature and visuals in its portfolio and professional communications unless a confidentiality clause says otherwise. Sensitive information is removed or anonymised.

Banana Web performs with reasonable care and applicable professional practice; this is a reasonable-endeavours obligation unless otherwise agreed in writing.

Maintenance, hosting, monitoring, updates, ongoing support and future compatibility are included only where listed in the quote.

Banana Web is not responsible for changes made by the client or another party, misconfiguration, supplied content, or third-party interruption or policy change.

To the extent permitted by law, Banana Web is not liable for indirect loss, loss of revenue, data, reputation, opportunity or expected savings.

Banana Web’s total liability for an order is capped at the amount actually paid for that order during the twelve months before the event giving rise to the claim.

The cap does not apply where liability cannot lawfully be limited, including gross negligence, wilful misconduct or personal injury.

Neither party is liable for delay caused by an event outside its reasonable control that meets the legal test for force majeure.

The affected party informs the other within a reasonable time. If the event lasts more than 60 days, either party may end the affected services, subject to payment for work already completed.

These terms and orders are governed by French law. The United Nations Convention on Contracts for the International Sale of Goods is excluded where it might otherwise apply.

The parties first seek an amicable resolution. If no agreement is reached within a reasonable time, the French courts for Banana Web’s professional place of business have exclusive jurisdiction, including multi-party or third-party proceedings.

Consumer mediation does not apply to contracts concluded exclusively between professionals.

If translated versions conflict, the French version prevails for interpretation.