ondiaAGENCY
frenptes

General Terms and Conditions of Sale

Ondia Agency, trade name of JATDS Consulting
Consulting, automation and AI agent services
Version 1.0 · Effective from 24 September 2026

Article 1 — Purpose and scope

These General Terms and Conditions of Sale (hereinafter "Terms") govern all contractual relations between JATDS Consulting, trading as Ondia Agency (hereinafter "the Provider"), and any legal or natural person acting in a professional capacity (hereinafter "the Client") requesting its services.

They apply to all consulting, audit, automation development, AI agent design and deployment services, as well as related support services.

Any order placed with Ondia Agency implies full acceptance of these Terms. Specific conditions may be set out in a signed quote or engagement contract; they then prevail over these Terms for their specific provisions.

Article 2 — Provider identification

Company name: JATDS Consulting
Trade name: Ondia Agency
Legal form: EURL with share capital of €1,000.00
Registered office: 138 avenue Victor Hugo, 75116 Paris, France
SIREN: 109 806 141 · SIRET: 109 806 141 00015
RCS: Paris 109 806 141
EU VAT number: FR33109806141
Contact: contact@ondiaagency.com

Article 3 — Description of services

Ondia Agency offers the following categories of services:

The exact deliverables, timelines and scope are set out in the quote or commercial proposal given to the Client.

Article 4 — Formation of the contract

4.1 Quote. Every service request is subject to a written quote, valid for 30 calendar days from its date of issue. The quote specifies the nature of the work, expected deliverables, indicative timelines, price excluding VAT and payment terms.

4.2 Acceptance. The contract is formed when the Client signs the quote and pays the deposit provided for in article 6. Electronic signature is accepted.

4.3 Change of scope. Any request to extend or substantially modify the initial scope is subject to a written, priced amendment before execution.

Article 5 — Obligations of the parties

5.1 Provider's obligations. Ondia Agency undertakes to perform the services diligently and in line with industry best practice; to deploy competent resources and inform the Client of any risk of delay; to keep the information provided by the Client confidential (article 12); to deliver the agreed deliverables in the formats specified in the quote.

Unless expressly stated otherwise in the quote, the Provider's obligations are obligations of means.

5.2 Client's obligations. The Client undertakes to provide, in good time, access to the tools, data and contacts needed to perform the services; to appoint a single point of contact; to approve interim deliverables within the agreed timeframes (in the absence of feedback within 5 working days, the deliverable is deemed accepted); to pay the sums due on the agreed dates; to use the deliverables in compliance with applicable laws, in particular regarding personal data protection.

Article 6 — Prices and payment terms

6.1 Price. Prices are stated in euros (EUR), excluding VAT, unless otherwise indicated, and are specified in each quote.

6.2 Deposit. A deposit of 30% of the total amount excluding VAT is payable on signature of the quote. Work begins once this deposit has been received.

6.3 Balance. The balance is due according to the schedule set out in the quote (on final delivery, on acceptance, or according to a schedule for recurring engagements).

6.4 Accepted payment methods. Bank transfer.

6.5 Late payment. Any invoice unpaid on its due date automatically entails the suspension of ongoing work until full payment; late payment penalties at the applicable legal rate; a fixed recovery fee of €40 (article L441-10 of the French Commercial Code).

Article 7 — Timelines

The timelines stated in the quote are indicative and may change in the event of delays in the Client providing information, a change of scope, force majeure (article 13), or unavailability of third-party tools or services beyond the Provider's control (APIs, automation platforms, etc.).

Article 8 — Acceptance of deliverables

8.1 Acceptance. On delivery of each deliverable, the Client has 5 working days to raise written and reasoned reservations. After this period, the deliverable is deemed accepted.

8.2 Reservations. In the event of reservations, the Provider has a reasonable period to correct any non-conformity with the initial specifications. Requests for new features constitute changes of scope (article 4.3).

Article 9 — Intellectual property

9.1 Pre-existing works. Ondia Agency retains ownership of its methods, generic tools and know-how developed outside the scope of the Client engagement.

9.2 Specific deliverables. Subject to full payment of the sums due, Ondia Agency assigns to the Client the rights to use the deliverables specifically created for its engagement, for the needs of its own business.

9.3 Commercial reference. Unless the Client objects in writing within 30 days of the end of the engagement, Ondia Agency reserves the right to mention the Client as a commercial reference in its communication materials.

Article 10 — Liability and warranties

10.1 Limitation. Ondia Agency's liability is limited to direct and foreseeable damage resulting from a proven fault in performing the engagement. Ondia Agency cannot be held liable for indirect damage (loss of profit, loss of data, reputational damage), misuse of the deliverables by the Client, or malfunctions related to third-party services (APIs, AI platforms, automation tools).

10.2 Cap. Ondia Agency's total liability for an engagement is capped at the amount excluding VAT invoiced and received for that engagement.

10.3 Generative AI. The Client is informed that artificial intelligence systems may produce inaccurate or incomplete results. It is the Client's responsibility to put appropriate human checks in place before any operational use of the generated outputs.

Article 11 — Termination

11.1 For breach. In the event of a serious breach by one party, the other party may terminate the contract after formal notice has remained unanswered for 15 calendar days.

11.2 By the Client. The Client may terminate an ongoing contract by written notice. Work carried out up to the termination date is due pro rata, and the deposit paid remains with the Provider as compensation, unless otherwise agreed.

Article 12 — Confidentiality and data protection

12.1 Confidentiality. The parties undertake to keep confidential the information exchanged in the course of the engagement for a period of 3 years from the end of the contract.

12.2 Personal data. Where Ondia Agency processes personal data on behalf of the Client as part of a service, the Client acts as data controller within the meaning of the GDPR, and Ondia Agency as processor. A data processing agreement (DPA) can be formalised on request.

Article 13 — Force majeure

Neither party can be held liable for a failure resulting from force majeure within the meaning of French case law. The affected party notifies the other in writing within 48 hours. If the event lasts more than 30 days, either party may terminate the contract without compensation.

Article 14 — Governing law and jurisdiction

These Terms are governed by French law. In the event of a dispute, the parties seek an amicable solution before any legal action. Failing that, the dispute is brought before the competent courts with jurisdiction over the Provider's registered office, unless mandatory legal provisions applicable to the Client provide otherwise.

Article 15 — Miscellaneous

These Terms, together with the quote, constitute the entire agreement between the parties. If any clause is declared void, the other clauses remain in full effect. Ondia Agency reserves the right to amend these Terms; the new conditions apply to contracts concluded after their publication.

Document issued by JATDS Consulting (Ondia Agency) · SIREN 109 806 141 · Version 1.0 · 24 September 2026