General Terms of Sale and Use.

• Website: the website www.scale-me.fr and all of its pages and tools.
• Client: the legal entity or professional who accepts a quote.
• Quote: the personalised proposal describing the scope, schedule and price of an assignment.
• Services: coaching, media buying support and the design of custom software.
• Deliverable: any item handed over to the Client as part of an assignment, in particular software, an automation, a dashboard, an advertising account configuration or a document.
• Parties: Scale Me and the Client.

The purpose of these terms is to set out the conditions under which our services are provided and the rules for using the Website. They apply to every order, to the exclusion of any other document, in particular the Client's general terms of purchase, unless otherwise agreed in writing between the Parties.

The Client declares that they are acting in the course of their professional activity and that they have the capacity to contract on behalf of the entity they represent.

We offer three families of services:

• Coaching: individual support sessions on paid acquisition, booked and paid for online, or included in a wider assignment.
• Media buying support: design, set-up, management and optimisation of advertising campaigns on Google Ads and, where applicable, on other advertising platforms.
• Custom software and automations: design and development of internal tools, automations and dashboards tailored to the Client's business.

The exact content of each assignment, its deliverables and its schedule are set out in the quote. The online training programmes we have sold in the past are no longer offered for sale.

Every assignment starts with a discussion and then a quote. Unless stated otherwise, the quote is valid for 30 days from its date of issue.

The contract is formed on the date the Client accepts the quote in writing, by electronic signature or by any written statement expressing their agreement unambiguously, in particular a confirmation email. Payment of the deposit also constitutes acceptance.

Any change to the scope requested after acceptance is the subject of an amendment or a new quote, and may push back the agreed schedule.

Prices are stated in euros, excluding taxes. They are fixed for the period of validity of the quote. Recurring services may be revised once a year, subject to 30 days' written notice.

SCALE ME LLC is not registered for value added tax in France. For a business Client established in the European Union, VAT is self-assessed by the recipient under the reverse charge mechanism, in accordance with article 44 of Directive 2006/112/EC and article 283-2 of the French General Tax Code (code général des impôts). For this purpose, the Client provides a valid intra-community VAT number and bears, where applicable, the taxes due in their country.

Costs incurred on the Client's behalf, in particular subscriptions to third-party services needed for a deliverable to work, are re-invoiced at cost or taken out directly by the Client, as provided for in the quote.

Unless otherwise stipulated in the quote, a deposit of 30% of the total amount is payable on order and is a condition for work to start. The balance is invoiced on delivery for one-off assignments, and monthly in arrears for recurring services.

Invoices are payable within 30 days of their date of issue, by bank transfer or by bank card through our payment provider. Coaching sessions booked online are paid for at the time of booking.

In accordance with articles L441-10 and D441-5 of the French Commercial Code (code de commerce), any late payment automatically gives rise, without prior formal notice, to penalties calculated at the interest rate of the European Central Bank plus 10 percentage points, as well as a fixed indemnity for recovery costs of 40 euros per invoice. Additional compensation may be claimed if the costs actually incurred are higher.

If payment is still outstanding more than 15 days after a formal notice that has gone unheeded, we may suspend the services in progress, and such suspension does not entitle the Client to any compensation.

Advertising budgets never pass through Scale Me. The Client pays Google, Meta or any other advertising platform directly, with their own means of payment. Our fees are separate from these budgets and invoiced separately.

The Client remains the holder of their advertising accounts, their history and the data they contain. The Client decides the amount invested and may change it at any time. The spend incurred on their accounts remains payable by the Client, including when it results from campaigns we have set up at their request.

The quality of our services depends directly on the information and access provided. The Client undertakes to appoint a single point of contact, to respond to our requests within a reasonable time, and to provide us with accurate and complete information.

The Client grants us the access needed for the assignment, in particular to their advertising accounts, their measurement tools and, where applicable, their technical environments. The Client retains control of this access and may revoke it at any time.

The Client warrants that they hold the rights to the content they entrust to us, that their products, services and communications comply with the applicable regulations and with the rules of the advertising platforms, and that they have a legal basis for the data they send us.

Any delay or failure by the Client in providing the necessary items pushes back the agreed deadlines accordingly.

We perform our services with the care and diligence expected of a professional in our field, in accordance with good practice and the scope defined in the quote.

We are bound by a best-efforts obligation (obligation de moyens) and give no guarantee of results. We guarantee no volume of turnover, number of leads, position, acquisition cost or return on investment.

The results presented on the Website or during a sales discussion describe past assignments, in a context specific to each client. They constitute neither a promise nor a contractual commitment.

We may use subcontractors or independent providers for all or part of an assignment, while remaining liable to the Client for their work.

Our services rely on platforms we do not control, in particular advertising platforms, providers of artificial intelligence models, hosting providers and the services connected to the tools we develop.

Changes to their rules, their interfaces, their prices or their application programming interfaces, their unavailability, or the suspension or closure of a Client account by these platforms cannot be attributed to us. We inform the Client as soon as we become aware of them and propose, where possible, a workaround, which may be the subject of an additional quote.

One-off assignments end on delivery. Recurring services are concluded with no minimum commitment period and continue from month to month.

Either Party may end a recurring service in writing, subject to 30 days' notice. Services performed and costs incurred up to the end of the notice period remain payable.

Either Party may terminate as of right, without recourse to the courts, in the event of a serious breach by the other Party that has not been remedied within 15 days of a written formal notice. At the end of the relationship, we return the items belonging to the Client, hand over the deliverables paid for to date and revoke our access to their accounts.

The delivery of a software deliverable involves making it available and a verification period of 15 days, during which the Client reports in writing any discrepancies found with the quote. If no feedback is given within this period, or if the deliverable is put into operation, it is deemed accepted.

For 30 days from delivery, we correct free of charge any blocking and reproducible anomalies, that is to say those that prevent a function provided for in the quote from running.

The following are excluded from this warranty: requests for changes and changes of scope, anomalies arising from an intervention by a third party or by the Client on the deliverable, malfunctions caused by the modification, degradation or discontinuation of a third-party service or of an application programming interface, and uses that do not comply with the documentation provided.

Subject to payment of the price in full, we assign to the Client, from delivery, the economic rights in the code and the items developed specifically for them: rights of reproduction, representation, adaptation, correction and further development, for the entire legal term of protection and for the whole world. The Client may exploit the deliverable freely and entrust its takeover to another provider.

Our libraries, generic components, templates, scripts, model instructions and know-how, whether pre-existing or developed independently of the assignment, remain our property, including when they are incorporated into the deliverable. The Client receives a non-exclusive, worldwide, perpetual, royalty-free licence to these items, transferable with the deliverable, for the purposes of its operation, maintenance and further development.

Third-party components, in particular open source components, remain governed by their respective licences, a list of which is provided on delivery. The Client undertakes to comply with their terms.

Until payment in full, the Client has only a provisional and revocable right to use the deliverable.

Delivery does not entail any maintenance obligation. Beyond the warranty of conformity, the correction of anomalies, monitoring, hosting and further development are the subject of a separate service, invoiced monthly or on demand, and terminable by either Party subject to 30 days' notice.

Where the hosting of the deliverable or the subscriptions to the third-party services needed for it to work, in particular artificial intelligence models, databases and application programming interfaces, are taken out in the Client's name, their cost and continuity are the Client's responsibility.

Each Party undertakes to keep confidential the non-public information received from the other in the course of the assignment, to use it only for the performance of the assignment, and to disclose it only to the people who need it. This undertaking remains in force for 3 years after the end of the relationship.

The credentials and access entrusted by the Client are used solely for the purposes of the assignment, are neither shared nor transferred, and are returned or revoked when it ends. We encourage the Client to favour delegated access rather than sharing passwords.

The processing we carry out on our own behalf, in particular the handling of requests received through the Website, is described in the privacy policy.

Where we process personal data on behalf of the Client as part of an assignment, we act as a processor within the meaning of article 28 of Regulation (EU) 2016/679. A data processing agreement specifying the purposes, the categories of data, the security measures and what happens to the data at the end of the assignment is concluded at the Client's request.

The Client, as data controller, warrants that they have a legal basis for the data they entrust to us and that they have informed the data subjects.

Unless the Client refuses in writing, we may cite their name and logo as a reference, describe the nature of the assignment and show screenshots or reconstructions of the tool delivered, in our sales materials and on the Website.

Figures are only published with the Client's agreement, or in a form that does not allow the Client to be identified. The Client may withdraw this authorisation at any time in writing, for the future.

Our liability is limited to direct and foreseeable damage caused by a breach attributable to us. It may not exceed the total amount, excluding taxes, actually paid by the Client for the service concerned during the 12 months preceding the event giving rise to the claim.

Indirect damage is excluded, in particular loss of turnover, margin, customers or data, damage to reputation and commercial loss. Nor can we be held liable for advertising spend incurred by the Client, decisions taken by the platforms on their accounts, or the consequences of inaccurate or incomplete information they have sent us.

These limitations do not apply in the event of gross negligence or wilful misconduct, nor in cases where the law excludes them. Any claim must be sent to us within 12 months of the event giving rise to it.

Neither Party is liable for a failure caused by an event of force majeure within the meaning of article 1218 of the French Civil Code (code civil). The Party prevented from performing informs the other without delay. If the impediment lasts more than 30 days, either Party may terminate the assignment in writing, with the services already performed remaining payable.

Our services are intended for professionals and do not, in principle, fall under consumer law. However, in accordance with article L221-3 of the French Consumer Code (code de la consommation), a business Client with five employees or fewer has a withdrawal period of 14 days when the subject of the contract does not fall within the scope of their main activity.

This period runs from the conclusion of the contract. The Client exercises this right by an unambiguous statement sent to hello@scale-me.fr. The sums paid are refunded within 14 days of receipt of the request.

If the Client expressly asks for performance to begin before the end of this period, they remain liable for the price of the services already provided on the day of withdrawal.

Access to the Website is free of charge. We endeavour to keep it accessible, without guaranteeing continuous availability: it may be interrupted for maintenance, updates or technical reasons, without notice or compensation.

It is prohibited to use the Website for any unlawful purpose, to extract its content on a large scale, to circumvent its security measures, to submit false information or a third party's content in its forms, to impersonate anyone, or to make automated requests to its forms and its pre-diagnostic assistant. We may restrict access in the event of misuse.

The pre-diagnostic assistant is an indicative tool. Its estimates are produced from the answers entered by the visitor and a language model, using the calculation method detailed on the diagnostic page (in French). They may contain errors and constitute neither an audit, nor personalised advice, nor a commitment on our part. Do not enter any sensitive data or data covered by a duty of secrecy.

The elements of the Website are protected by intellectual property law, under the conditions set out in the legal notice.

We may amend these terms at any time. The version applicable to an assignment is the one in force on the day the quote is accepted. For recurring services, any substantial change is notified to the Client in writing with 30 days' notice; failing agreement, the Client may terminate free of charge within this period.

If any provision of these terms is held to be void or unenforceable, the others remain in full force, and the provision concerned is replaced by a valid clause with equivalent effect.

Failure to rely on a breach does not constitute a waiver of the right to rely on it later. These terms, the accepted quote and its appendices constitute the entire agreement between the Parties and supersede any prior exchange on the same subject.

The Client may not assign the contract without our prior written consent. The Parties are independent contractors: these terms create no partnership, agency or employment contract.

Any complaint must be sent to hello@scale-me.fr. The Parties shall endeavour to settle any dispute amicably within 30 days before taking any legal action.

These terms and the contracts arising from them are governed by French law, to the exclusion of its conflict of laws rules and of the Vienna Convention on Contracts for the International Sale of Goods.

Failing an amicable settlement, any dispute falls within the exclusive jurisdiction of the Economic Activities Court of Paris (tribunal des activités économiques de Paris, formerly the tribunal de commerce de Paris), including in the event of multiple defendants, third-party claims or emergency proceedings.

Any question about these terms may be sent to hello@scale-me.fr.

SCALE ME LLC, all rights reserved.