Specific Terms — Web, SEO and Editorial Services — Kimoun

🇫🇷 Lire en français : CGV — Conseil, services web, SEO et accompagnement éditorial

English translation provided for convenience. This English version is provided as a courtesy and for ease of reading only. In case of any discrepancy, ambiguity, or contradiction between this English translation and the French version, the French version (« CGV — Conseil, services web, SEO et accompagnement éditorial ») available at /legals/cgv/cgv-conseil-web-seo/ shall prevail as the sole legally binding reference text.

Usage note. Specific Terms applicable to consulting engagements, web audits, SEO, editorial support and website projects. To be read alongside the General Terms and Conditions of Kimoun (common trunk), which remain applicable for universal provisions (confidentiality, GDPR, force majeure, jurisdiction, etc.). To be reviewed by a lawyer or legal counsel before first use.

Article 1 — Purpose and scope  

These Specific Terms (hereinafter “ST”) govern the following Services:

• consulting on web strategy, SEO and digital marketing;
• technical, semantic, accessibility, security, eco-design and visibility audits (SEO and GEO);
• editorial support, content production and content plans;
• design, redesign and development of websites;
• consulting engagements on a monthly retainer or ad hoc basis.

These ST supplement the General Terms and Conditions of Kimoun (GTC), which remain applicable for all universal provisions. In case of contradiction between these ST and the GTC, these ST shall prevail, pursuant to Article 3 of the GTC.

Article 2 — Nature of the engagement  

2.1 Best-efforts obligation  

Unless otherwise expressly stipulated in the Quote, all Services are subject to a best-efforts obligation (obligation de moyens) and not to a performance obligation (obligation de résultat).

The Provider undertakes to deploy the skills, methods and reasonable diligence expected of a professional in its field to achieve the defined objectives.

2.2 Performance indicators  

The quantified indicators referenced in roadmaps, Quotes and reports (business KPIs, rankings, traffic, conversions, leads, technical scores) constitute collective engagement targets and not guaranteed results.

They depend both on the Provider’s execution and on the Client’s actions, arbitrations, validation timelines and investments, as well as on external factors (competition, algorithmic changes, sector dynamics) over which neither Party exercises exclusive control.

2.3 Distinction between deliverables and KPIs  

A strict distinction is drawn between:

• deliverables (reports, audits, recommendations, plans, content, briefs, configurations), which fall within the Provider’s best-efforts obligation and are enforceable;
• shared business KPIs (results observed at a given horizon), which constitute collective targets and do not, by themselves alone, give rise to a contractual breach.

Article 3 — Client’s obligations  

The successful execution of the Service requires the active collaboration of the Client, who undertakes to:

• designate a single point of contact with the authority to validate deliverables, arbitrate operational decisions and represent the Client in the contractual relationship;
• provide the Provider, within agreed timeframes, with all information, access, content, validations and arbitrations necessary for the proper execution of the Service;
• respect the response times agreed in the roadmap, or in the absence of such, a default of 72 business hours;
• settle invoices within the deadlines set out in Article 5 of these ST;
• not engage with third parties for identical or substitutable services within the scope of the engagement for its duration, except with the Provider’s prior written consent.

Any delay or failure by the Client to fulfil its obligations shall result in a corresponding adjustment of the Service timeline, without engaging the Provider’s liability and without modifying the retainer due.

Article 4 — Price, scope and invoicing  

4.1 Price  

Prices are indicated in the Quote, exclusive of taxes, and expressed in euros. The applicable VAT regime is specified on the invoice, in accordance with the Provider’s tax status and the nature of the operation.

4.2 Monthly retainer  

For engagements on a monthly retainer, invoicing is issued at the beginning of the month. The retainer covers a scope defined contractually (in the Quote, supplemented by the roadmap where applicable) and, where relevant, a maximum number of days per month.

The occasional non-consumption of the scope by the Client does not give rise to any carry-over to the following month or to any refund, the retainer corresponding to a provision of skills and not to an hour counter.

4.3 Out-of-scope work  

Any out-of-scope service shall be subject to:

• either a complementary Quote signed prior to execution;
• or an invoicing at the additional daily rate indicated in the Quote.

The Provider notifies the Client of any identified scope overrun and submits its handling (complementary Quote or additional daily rate) to prior approval.

4.4 One-off services  

For one-off engagements (audits, single deliverable, fixed-price service), the invoicing terms (advance payment, schedule, invoice upon delivery) are specified in the Quote.

Article 5 — Payment terms  

5.1 Deadline  

Unless otherwise stipulated in the Quote, invoices are payable within 30 days net from the date of issuance, by bank transfer to the account indicated on the invoice.

5.2 Late payment penalties and fixed indemnity  

Pursuant to Article L.441-10 of the French Commercial Code, any late payment automatically and without prior notice triggers:

• the application of penalties at a rate of three (3) times the legal interest rate in force;
• a fixed indemnity for recovery costs of €40 per unpaid invoice, without prejudice to additional costs upon documented proof.

5.3 Default of payment  

In the event of non-payment at the due date, and after formal notice that has remained without effect for 15 days, the Provider reserves the right to:

• suspend the execution of the Services until full payment, without such suspension being considered a termination by the Provider;
• defer the transfer of ownership of the deliverables pursuant to Article 7 of these ST.

Article 6 — Duration, renewal and termination  

6.1 Monthly retainer engagements  

Unless otherwise stipulated in the Quote:

• the Service is concluded for a firm duration specified in the Quote, generally three (3) months corresponding to a ramp-up phase;
• at the end of this firm period, the Service is tacitly renewed on a calendar month basis;
• either Party may terminate the renewal by written notice (email with acknowledgement of receipt, or registered letter) subject to a notice period of one (1) calendar month.

6.2 One-off engagements  

For one-off engagements, the Service ends upon delivery of the final deliverable and settlement of the corresponding invoice.

6.3 Termination for breach  

The contract may be terminated by either Party as of right in case of serious breach by the other Party of its obligations, not remedied within 15 days following a formal notice that has remained without effect.

6.4 Effects of termination  

In case of termination, the Services performed and engaged until the effective date of termination remain entirely due. The terms for returning deliverables and accesses are specified in a written record of end of mission signed by the Parties.

Article 7 — Intellectual property  

7.1 Deliverables  

The deliverables produced by the Provider in the context of the Service (reports, audits, content, specific code, graphic creations, configurations, action plans) become the full and entire property of the Client upon full payment of the corresponding invoices.

The transfer covers the economic rights necessary for the use provided for in the contract, including the right of reproduction, representation, adaptation and provision on any medium, for the legal duration of copyright, worldwide.

7.2 Kimoun methodologies, tools and know-how  

The methodologies, frameworks, audit grids, proprietary indices, tools, scripts and know-how developed by the Provider prior to or independently of the Service remain the exclusive property of the Provider.

The Client receives them for internal use through the deliverables provided, but may not, without the Provider’s express written consent:

• commercialise them in any form;
• redistribute them to third parties;
• use them to develop a competing offering;
• file them as its own intangible assets.

7.3 Third-party components  

Software components, fonts, images and external resources used in the deliverables remain subject to their own licences. The Provider undertakes to use only components whose use is lawful for the purpose of the Service, and to document for the Client any residual obligations attached to each third-party component (attribution, copyleft, commercial licence, etc.).

7.4 Content provided by the Client  

The Client warrants that it holds the necessary rights to the content, images, texts, logos, data and trademarks it provides to the Provider for the execution of the Service. The Client indemnifies the Provider against any third-party claims based on the use of such content.

Article 8 — Limitation of liability  

8.1 Liability cap  

Save in case of gross or wilful misconduct, the Provider’s liability towards the Client is capped, all damages and all causes combined, at the total amount excluding taxes effectively paid by the Client in respect of the Service giving rise to the dispute, over the twelve (12) months preceding the occurrence of the damaging event.

8.2 Excluded damages  

The Provider shall not be held liable for indirect or intangible damages suffered by the Client, in particular:

• loss of revenue or margin;
• loss of clientele, prospects or commercial opportunities;
• loss of data;
• loss of image or damage to reputation;
• the consequences of an algorithmic decision by a search engine or third-party platform;
• any financial damage not directly and exclusively resulting from a proven fault of the Provider.

Article 9 — Commercial reference  

Unless expressly objected to in writing by the Client, the Provider reserves the right to mention the Client’s name and the general nature of the Service as a commercial reference on its website, its communication materials and during commercial exchanges.

No confidential content is disclosed in this context. The mention remains generic (sector of activity, nature of the engagement, approximate duration, possible illustration of results in aggregated and anonymised form).

The Client may, at any time, withdraw its consent by simple written notice. The Provider shall proceed with the withdrawal within a reasonable timeframe.

Article 10 — Articulation with the General Terms and Conditions of Kimoun  

These ST are read in conjunction with the General Terms and Conditions of Kimoun (GTC), which remain applicable for all universal provisions not covered here, in particular:

• confidentiality (Article 4 of the GTC);
• personal data protection (Article 5 of the GTC);
• force majeure (Article 6 of the GTC);
• subcontracting (Article 7 of the GTC);
• applicable law and competent jurisdiction (Article 12 of the GTC).

In case of contradiction between these ST and the GTC, these ST shall prevail.

Reminder. This English version is provided as a courtesy translation only. The French version of these Specific Terms is the sole legally binding reference text. In case of any conflict between the two versions, the French version shall prevail.

Kimoun Specific Terms — Consulting and web services — version 1.01 — entered into force on 28 April 2026
Kimoun — Route de Boisvin, 97160 Le Moule — SIRET 477 746 275 00031 — oliver@kimoun.com — kimoun.com