Terms and Conditions of Sale and Service

Preamble

These Terms and Conditions of Sale and Service (hereinafter the "Terms") govern all services provided by digitalactivity, a société à responsabilité limitée (SARL) under Moroccan law, with a share capital of MAD 30,000, registered with the Trade Register of Casablanca under number 412277, ICE 002131919000024, with its registered office located at Rue SOUMEYA - Résidence Shahrazade 3 - 5ème étage N°22 - Les Palmiers - Casablanca - Maroc (hereinafter the "Provider"), operating under the commercial brand digitalactivity.io, for any legal entity or individual acting in a professional capacity (hereinafter the "Client").

Any order or signature of a commercial proposal constitutes unreserved acceptance of these Terms by the Client.

Article 1 — Purpose and Scope

These Terms apply to all services offered by the Provider under the digitalactivity.io brand, including in particular:

• Fast-Track Scope — technical scoping and specification drafting;
• Flagship Sprint / MVP — development of a minimum viable product;
• Flash Audit — technical and architecture audit;
• Velocity — product support and technical team alignment;
• Fractional CTO / Executive — part-time technical leadership, provided on a monthly subscription basis.

They apply to the exclusion of any purchasing terms and conditions of the Client, unless expressly agreed otherwise in writing by the Provider.

Article 2 — Quotes, Orders, and Formation of the Contract

Each service is subject to a written quote or commercial proposal detailing the scope, deliverables, price, and estimated timeline. The contract is formed upon the Client's written acceptance of the proposal (signature, electronic validation, or equivalent written confirmation) and, where applicable, payment of the deposit provided for in Article 4.

The Provider reserves the right to request the signature of a non-disclosure agreement (NDA) prior to sharing any sensitive information related to the Client's project, and vice versa.

Article 3 — Description and Scope of Services

The exact scope of each service (deliverables, exclusions, workload assumptions) is defined in the commercial proposal or quote signed for each specific engagement. Any Client request falling outside the initially defined scope will be subject to a written amendment specifying the impact on price and timeline.

Article 4 — Price and Payment Terms

The prices of the services are those stated in the commercial proposal accepted by the Client, expressed in euros (€) [or Moroccan dirhams (MAD), as applicable]. These services, rendered to clients established outside Morocco, benefit from the Value Added Tax (VAT) exemption regime applicable to the export of services, in accordance with Moroccan tax law in force. The prices stated are therefore exclusive of Moroccan VAT, subject to the Provider's verification, for each Client, that the eligibility conditions for this exemption regime are met.

Article 5 — Delivery Timelines

The timelines stated in the commercial proposal are provided on an estimated basis and begin upon receipt of the deposit and of all elements necessary to begin the work (access, content, Client approvals). Any delay by the Client in providing these elements shall result in an equivalent extension of the timelines, which cannot be attributed to the Provider.

Article 6 — Provider's Obligations

The Provider undertakes to perform the services diligently and in accordance with professional standards, as a best-efforts obligation (obligation de moyens). The Provider is not bound by any obligation of commercial outcome (for example, in terms of user adoption, fundraising, or the Client's business performance), unless expressly agreed and specifically stated in the commercial proposal.

Article 7 — Client's Obligations

The Client undertakes to:

• provide, within the agreed timelines, all information, access, content, and approvals necessary for the proper performance of the service;
• designate a point of contact with decision-making and approval authority;
• comply with the payment deadlines set out in Article 4.

Article 8 — Intellectual Property and Assignment of Rights

Unless otherwise stated in the commercial proposal, intellectual property rights in the deliverables specifically developed for the Client (project-specific source code, scoping documents, project-specific architecture) are assigned to the Client upon full payment of the agreed price.

This assignment does not extend to:

• the Provider's pre-existing tools, methodologies, frameworks, generic components, internal libraries, or know-how used to perform the service, over which the Provider retains all rights and grants the Client a non-exclusive license to use them to the extent necessary to operate the deliverables;
• open-source components or third-party software integrated into the deliverables, which remain subject to their respective licenses.

The Provider retains the right to reference the completed service (Client name, nature of the project) as a commercial reference, unless the Client objects in writing or a confidentiality clause to the contrary is provided for in an NDA signed between the parties.

Article 9 — Confidentiality

Each party undertakes to keep strictly confidential all technical, commercial, or financial information disclosed by the other party in connection with the performance of the services, and not to disclose it to third parties without the other party's prior written consent, for the entire duration of the engagement and for a period of [3] years following its termination.

This obligation does not preclude the parties from entering into a specific, more detailed non-disclosure agreement (NDA), which shall prevail over this article in the event of any conflict.

Article 10 — Protection of Personal Data

In the course of performing the services, the Provider may process personal data on behalf of the Client. In such cases, the parties shall agree on the processing terms (nature, purpose, duration, security measures) in a data processing agreement compliant with Moroccan Law No. 09-08 on the protection of personal data and, where applicable, the General Data Protection Regulation (GDPR) where the data concerns individuals located in the European Union.

Article 11 — Warranty and Liability

The Provider warrants that the deliverables conform to the scope defined in the commercial proposal. Any defect or non-conformity must be reported in writing within [15 to 30] days of delivery, failing which the service shall be deemed accepted.

The Provider's liability, for all damages combined, is limited to the total amount, excluding tax, actually received by the Provider for the relevant service over the preceding [12] months. The Provider shall not be liable for indirect damages, such as loss of operation, loss of revenue, loss of customers, or reputational harm.

Article 12 — Termination

Fixed-price services: in the event of early termination by the Client, amounts corresponding to work already performed and costs already incurred remain payable, without prejudice to any potential damages.

Recurring services: either party may terminate the monthly engagement by providing [30] days' written notice. In the event of a serious breach by either party that is not remedied within [15] days of formal notice, the other party may terminate the contract as of right, without prejudice to any damages suffered.

Article 13 — Force Majeure

Neither party may be held liable for failure to perform its obligations resulting from a force majeure event, as understood under Moroccan case law and legislation.

Article 14 — Subcontracting

The Provider may engage subcontractors or partners to perform all or part of the service, provided the same level of quality and confidentiality is ensured, and without this altering the Provider's contractual liability toward the Client, unless otherwise expressly agreed.

Article 15 — Non-Solicitation

For the entire duration of the engagement and for a period of [12] months following its termination, the Client undertakes not to directly solicit or hire, without the Provider's prior written consent, any employee or subcontractor of the Provider who was involved in the performance of the service.

Article 16 — Governing Law and Dispute Resolution

These Terms and all contractual relationships arising therefrom are governed by Moroccan law. In the event of a dispute, the parties shall endeavor to reach an amicable resolution before taking any legal action. Failing an amicable agreement, the dispute shall fall under the exclusive jurisdiction of the Commercial Court of .... (to match the jurisdiction of the Trade Register referenced in the Preamble).

Article 17 — Miscellaneous

Should any clause of these Terms be declared null or unenforceable, such nullity shall not affect the validity of the remaining clauses, which shall continue to have full effect.

The Provider's failure to enforce any provision of these Terms at any given time shall not be construed as a waiver of its right to enforce it at a later date.