LaSource general conditions: Version 1.0.
Effective [09/10/2026]. Replaces: none.
LaSource is LaSource SARL, a company registered at RCS Bordeaux under number 878 712 876, with registered office at 62 rue Promis, 33100 Bordeaux, France, VAT number FR01878712876. Contact for legal notices: david@lasource.io.
These General Conditions apply to all services that LaSource provides on the basis of a Quote accepted by the Customer, where no separate letter of engagement or framework agreement is signed. The Quote and these General Conditions together form the Agreement. In the event of any inconsistency, the Quote prevails. Where the parties sign a letter of engagement or framework agreement, the edition of LaSource’s general conditions attached to that document applies instead of this one.
1 Definitions and Interpretation
1.1 In these General Conditions, capitalised terms have the meanings given to them in the Quote or, if not defined in the Quote, as follows:
Background IP means all Intellectual Property Rights belonging to a party prior to any work done in contemplation of this Agreement or which are created outside the scope of this Agreement;
Business Day means a day (other than a Saturday or Sunday) when banks generally are open for the transaction of normal banking business in Paris;
Commencement Date means the date on which the Customer accepts the Quote, unless the Quote states another date;
Confidential Information means all and any commercial, financial, marketing, technical or other information, research and development, know-how or trade secrets in any form or medium belonging to or disclosed by one of the parties to this Agreement or obtained under or in connection with this Agreement (whether disclosed or obtained before or after the date of this Agreement), together with any copies, summaries of, or extracts from, such information in any form or medium or any part(s) of this information and which is designated as confidential or which is manifestly confidential. For the avoidance of doubt, the Outputs are the Customer’s Confidential Information;
Customer means the person or entity that accepts the Quote;
Customer Materials means all content, documents, information, items and materials in any form (whether owned by the Customer or a third party), which are provided by or on behalf of the Customer in connection with the Services (including for incorporation into Outputs);
Data Protection Laws means all applicable data protection and privacy laws, including Regulation (EU) 2016/679 (GDPR), French law no. 78-17 of 6 January 1978 (Loi Informatique et Libertés) and any national law implementing or supplementing them, in each case as amended or replaced from time to time;
Fees means the fees stated in the Quote, exclusive of VAT;
Force Majeure Event means all events beyond the control of the affected party including war, hostilities, invasion, riot, civil commotion, strikes, government control, epidemic, pandemic, lock-outs, fire, flood, storm or other natural catastrophe;
Insolvency Event occurs when a party: (i) ceases, or threatens to cease, to carry on the whole or a substantial part of its business; (ii) becomes unable to pay its debts as and when they fall due, makes an arrangement or composition with its creditors or goes into liquidation; (iii) is the subject of the commencement of any insolvency proceedings, the passing of a resolution for its winding up, the giving of a notice of appointment or intention to appoint an administrator or liquidator (which is not dismissed, withdrawn or set aside within 14 days after presentation); (iv) has an administrator, an administrative receiver or trustee appointed over all or any of its assets; or (v) is subject to any equivalent procedure under the laws of any jurisdiction, including safeguard (sauvegarde), judicial reorganisation (redressement judiciaire) or judicial liquidation (liquidation judiciaire) under French law;
Intellectual Property Rights means any current and future intellectual property rights, including:(a) copyrights, trademarks, trade names, domain names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how including commercial know-how, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, rights in databases, privacy rights; (b) all intangible rights and privileges of a nature similar, analogous or allied to any of rights listed in (a); and (c) in every case in any part of the world and whether or not registered, including in relation to any of rights listed in (a) and (b): (i) all granted registrations and all applications for registration; (ii) all renewals, reversions or extensions; (iii) the right to sue for damages for past infringement; and (iv) all forms of protection of a similar nature which may subsist anywhere in the world;
Know-How means any know-how, process or methodology used by LaSource to produce or deliver an Output;
Output(s) means the deliverables identified as such in the Quote, and any other data, presentations, research, information or materials created by LaSource specifically for the Customer pursuant to this Agreement;
Permitted Subcontractor means any third party engaged by LaSource to perform part of the Services in accordance with clause 2.7;
Quote means the quote, proposal or order form issued by LaSource which describes the Services, the Outputs (if any), the Fees and the timetable, and which the Customer has accepted in writing, including by email or by electronic signature. Acceptance of a Quote is acceptance of these General Conditions in the version referred to in it;
Relief Event means any failure by the Customer to meet any of its obligations or dependencies referred to in this Agreement or in the Quote;
Services means the services described in the Quote; and
Software means any software, tool, application, code or platform owned by or licensed to LaSource and which LaSource employs in the delivery and/or the performance of the Services.
1.2 The parties agree that: (a) clause and paragraph headings are inserted for ease of reference only and shall not affect construction; (b) in the event of any inconsistency between these General Conditions and the Quote, the Quote prevails; (c) references to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation; and (d) references to statutory provisions or EU legislation include any amendment, consolidation, replacement or re-enactment of them.
1.3 A Quote is valid for 30 days from its date unless it states otherwise. LaSource may withdraw or amend a Quote at any time before the Customer accepts it. A Quote that has been amended by the Customer is a counter-offer and binds LaSource only once LaSource has confirmed it in writing.
2. The Services:
2.1 LaSource shall perform the Services with reasonable skill and care and in accordance with the terms of this Agreement. Unless the Quote expressly provides for a guaranteed result, the Services are advisory and LaSource owes an obligation of means.
2.2 LaSource shall not be in breach of this Agreement for failure or delay in fulfilling any of its obligations under this Agreement to the extent such failure or delay has been caused by a Relief Event notified by LaSource to the Customer. The Customer shall endeavour to resolve each Relief Event as soon as reasonably practicable. Where a Relief Event delays the work or increases the effort required, the parties agree any change to the Fees or timetable in writing before LaSource continues.
2.3 LaSource shall: (a) work and co-operate with the Customer’s personnel and provide such assistance, co-operation and information as the Customer may reasonably require; and (b) have no right or authority, express or implied, to commit or otherwise obligate the Customer in any manner whatsoever except to the extent specifically agreed in writing by the Customer.
2.4 LaSource shall ensure that all Outputs, on delivery: (a) are free in all material respects from defects in design, materials and workmanship; and (b) correspond in all material respects with the Quote.
2.5 The Customer shall review each Output on delivery. An Output is accepted when the Customer confirms acceptance in writing or, failing that, 10 Business Days after delivery unless the Customer has notified LaSource in writing within that period of a material non-conformity with the Quote. LaSource shall correct any material non-conformity so notified within a reasonable time at no additional charge, after which the Output is deemed accepted. Minor deviations that do not affect the use of the Output do not prevent acceptance.
2.6 Where the Customer provides or makes available any of the Outputs to a third party it does so at its own risk and is solely responsible for any use of the Outputs by that third party.
2.7 LaSource may engage freelancers and subcontractors to perform part of the Services. LaSource remains fully responsible for their work and shall ensure that they are bound by confidentiality and data protection obligations no less strict than those in this Agreement.
3 Intellectual Property Rights
3.1 Each party shall retain ownership of all of its Background IP, which shall include in the case of the Customer, all Intellectual Property Rights in the Customer Materials and in the case of LaSource all Intellectual Property Rights in the Know-How and the Software.
3.2 Subject to clauses 3.3 and 3.4, the Customer shall own all right, title and interest (including all Intellectual Property Rights) in and to the Outputs. The Customer grants to LaSource and each Permitted Subcontractor a royalty-free, non-exclusive licence to use the Outputs and its Background IP for the sole purpose of delivering the Services to the Customer.
3.3 For the purposes of clause 3.2 above “Outputs” shall exclude any materials which are produced by LaSource which are not accepted or otherwise delivered to the Customer (such as proofs or proposal documents) or in respect of which LaSource has not received the relevant Fees.
3.4 If any Output includes or incorporates: (a) any Background IP of LaSource, such Background IP shall remain owned by LaSource and LaSource shall grant to the Customer a non-exclusive, royalty-free licence to use that Background IP solely in connection with the Customer’s use of the Outputs in the ordinary course of its business or as otherwise may be expressly agreed by LaSource in writing; or (b) any materials (excluding Customer Materials) the Intellectual Property Rights in which are owned by a third party (“Third Party Materials”), LaSource shall notify the Customer in writing of the terms of any licence or consent in relation to usage of the Third Party Materials with which the Customer needs to comply (“Third Party Licence Terms”). LaSource shall grant to the Customer (at the Customer’s expense) the right to use the Third Party Materials strictly in accordance with the Third Party Licence Terms.
3.5 LaSource warrants and undertakes that its Background IP and any Outputs (but excluding any Customer Materials or Third Party Materials incorporated therein), and their use by the Customer in accordance with the terms of this Agreement does not infringe the Intellectual Property Rights of any third party. LaSource shall indemnify the Customer against any loss, liabilities, damages, costs, expenses or other claims arising from any such infringement.
3.6 The Customer warrants to LaSource and each Permitted Subcontractor that its Background IP, and its use by LaSource in accordance with the terms of this Agreement, does not infringe the Intellectual Property Rights of any third party. The Customer shall indemnify LaSource and each Permitted Subcontractor against any loss, liabilities, damages, costs, expenses or other claims arising from any such infringement.
3.7 In respect of any indemnity claim pursuant to clauses 3.5 or 3.6, the indemnified party shall: (a) promptly notify the indemnifying party of the relevant claim; (b) allow the indemnifying party to assume exclusive conduct of defence of the claim; (c) not make any admission or otherwise compromise or settle the claim; and (d) provide the indemnifying party with all such assistance as the indemnifying party may reasonably require in respect of the defence of the claim.
4 Warranties
4.1 LaSource does not warrant to the Customer that the Services or the Software will be uninterrupted or error free. LaSource accepts no liability for any failure, delay, interruption or breakdown in network connections and/or point-to-point connectivity across the internet and other networks which may affect LaSource’s provision of any of the Services or the Software outside the immediate control of LaSource.
4.2 Except as expressly set out in this Agreement, LaSource gives no warranties or representations in relation to the Services or the Software and all implied terms, conditions, warranties and guarantees relating to the Services and the Software are excluded to the fullest extent permitted by law.
5 Fees and payment
5.1 The Customer shall pay the Fees together with any applicable VAT in accordance with the Quote and this clause 5. Unless the Quote states otherwise, LaSource invoices 50% of the Fees on acceptance of the Quote and 50% on delivery of the Outputs or, where there are no Outputs, on completion of the Services. Each invoice is payable within 30 days of the invoice date (the “Due Date”).
5.2 If the Customer fails to pay any undisputed amount by the Due Date, LaSource may, without prejudice to any other rights and remedies available to it: (a) charge late payment interest from the day after the Due Date until payment in full, at a rate equal to the European Central Bank’s most recent refinancing rate plus 10 percentage points, and in any event no less than three times the French legal interest rate; (b) recover the fixed indemnity for recovery costs of EUR 40 per unpaid invoice provided for by article L441-10 of the French Commercial Code, together with any further recovery costs reasonably incurred, on presentation of supporting evidence; and/or (c) suspend delivery of the Outputs and/or provision of the Services until the outstanding amount is paid.
5.3 The Fees comprise the entire payment to be made by the Customer to LaSource for the Services. The Customer will however promptly reimburse all pre-approved expenses reasonably incurred to enable the fulfilment of the Services (for example travel, accommodation, subsistence and translation), invoiced at cost with supporting evidence. Any such expenses must be approved in writing and in advance by the Customer.
5.4 If the Customer requires services or deliverables beyond those described in the Quote, the parties agree the additional scope and Fees in a new or amended Quote before LaSource starts the additional work.
5.5 All amounts payable under this Agreement are paid in euros by bank transfer to the account stated on the invoice, without any deduction, withholding, counterclaim or set-off. The Customer bears all bank and transfer charges, including intermediary and correspondent bank charges and any currency conversion costs, so that LaSource receives the full invoiced amount. If the Customer is required by law to withhold or deduct tax from any payment, it shall increase the amount paid so that LaSource receives the amount it would have received had no withholding or deduction been made, and shall provide LaSource with the corresponding withholding certificate.
5.6 The Fees are stated exclusive of VAT and any other applicable tax or duty, which the Customer pays in addition where due.
6 Liability
6.1 Nothing in this Agreement shall be deemed or construed so as to limit, restrict or exclude the liability of either party for death or personal injury caused by the negligence of that party (including its employees), for any fraud or fraudulent misrepresentation.
6.2 Subject to clause 6.1, neither party’s liability to the other under this Agreement (whether in contract, tort (including negligence), or otherwise) shall exceed the Fees paid or payable to LaSource under the Quote.
6.3 Subject to clause 6.1, neither party shall be liable to the other for any loss of profit (whether direct or indirect), revenue, business, data or for any indirect or consequential loss (even when advised of the possibility).
7 Confidentiality and Data Protection
7.1 Each party undertakes to the other that during the term of this Agreement and thereafter it shall keep secret and shall not without the prior written consent of the other party disclose to any third party (except to its legal and professional advisors) any Confidential Information learned by the recipient party or disclosed to the recipient party by such other party pursuant to or otherwise in connection with this Agreement. The obligations of confidentiality in this clause 7.1 shall not extend to any information or matter which either party can show: (a) is in, or has become part of, the public domain other than as a result of unauthorised disclosure (including a breach of the obligations of confidentiality under this Agreement); (b) was independently disclosed to it by a third party entitled to disclose the same; or (c) is required to be disclosed under any applicable law or any regulatory authority, or by order of a court or governmental body or other authority of competent jurisdiction. Without prejudice to any other rights or remedies of the disclosing party, the recipient party acknowledges and agrees that damages may not be an adequate remedy for any breach by it of the provisions of this clause 7.1 and that the disclosing party may be entitled to seek the remedies of injunction, specific performance and other equitable relief from a court of competent jurisdiction for any threatened or actual breach of this clause 7.1 by the recipient party, and no proof of special damages shall be necessary for the enforcement of the rights under this clause 7.1.
7.2 The parties acknowledge that, unless expressly agreed otherwise in writing, each party acts as an independent controller of personal data and not as a processor on behalf of the other. Where LaSource does process personal data on the Customer’s behalf, the remainder of this clause 7.2 applies. For the purpose of this clause 7.2, “personal data”, “data subject”, “controller”, “processor”, “process” and “personal data breach” shall have the meanings given to them in the Data Protection Laws. Each party shall comply with the Data Protection Laws in connection with their processing of any personal data in connection with this Agreement. The parties agree that where, under or in connection with this Agreement, LaSource is required to process personal data, the details of such processing (as required under the Data Protection Laws) shall be agreed in writing by the parties and LaSource shall: (a) process such personal data only on the documented instructions of the Customer, including as regards to international transfers (unless otherwise required to do so by law to which LaSource is subject, in which case, LaSource shall inform the Customer of such legal requirement before processing the relevant personal data, unless that legal requirement prohibits such information on important grounds of public interest; (b) ensure access to the personal data is limited to those persons who need access to the personal data on a strictly need-to-know basis and that all such persons are informed of the confidential nature of the personal data and are under suitable obligations of confidentiality in respect of the personal data (whether that obligation is contractual or pursuant to a statutory obligation); (c) take all measures required pursuant to Article 32 of GDPR; (d) not appoint any sub-processor (other than the Permitted Subcontractors) without the prior written consent of the Customer (such consent not to be unreasonably withheld) and further, shall ensure an agreement is entered into with the relevant sub-processor which includes terms which are equivalent to those set out in this clause 7.2. In the event of any permitted sub-processing (other than by a Permitted Subcontractor), LaSource will in any event remain liable to the Customer for any acts or omissions of the sub-processor as if they were its own. In the event that LaSource provides a general authorisation to sub-processing, LaSource shall inform the Customer of any intended changes concerning the addition or replacement of other sub-processors, thereby giving the Customer the opportunity to object to such changes; (e) taking into account the nature of the processing, LaSource shall assist the Customer (at the Customer’s cost) by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising data subject rights set out in GDPR Chapter III; (f) assist the Customer (at the Customer’s cost) in ensuring compliance with the obligations set out in Articles 32-36 of GDPR, taking into account the nature of the processing and information available to LaSource; (g) at the Customer’s election and cost, delete or return all personal data on termination or expiry of this Agreement, unless retention of such personal data is required pursuant to a legal obligation to which LaSource is subject; (h) make available to the Customer all information necessary to demonstrate compliance with the obligations set out in Article 28 of GDPR and allow for and contribute to audits, including inspections, conducted by the Customer or its nominated auditor. Any audits or inspections shall be at the Customer’s cost and may only be conducted during business hours and once in any 12-month period during the term of this Agreement, after serving at least 10 Business Days’ written notice on LaSource; and (i) notify the Customer without undue delay upon becoming aware of any personal data breach, or suspected personal data breach, providing all reasonable details of the same (including as to the likely consequences).
7.3 To the extent that the parties wish to share any personal data in their respective capacities as separate controllers and/or joint controllers, they shall first agree in writing the parameters within which such sharing shall take place, together with their respective rights and obligations relating to any such shared personal data.
7.4 The Customer warrants that any personal data transferred to LaSource has been collected and transferred to LaSource under an appropriate lawful basis and in accordance with the Data Protection Laws.
8 Term, Cancellation and Termination
8.1 This Agreement commences on the Commencement Date and continues until the completion of each party’s obligations under the Quote, unless terminated earlier in accordance with this clause 8.
8.2 Either party may terminate this Agreement immediately by giving written notice to the other party if the other party: (a) commits a material breach of its obligations under this Agreement and, in the case of a breach which is capable of remedy, fails to remedy it after being given 30 days’ written notice specifying the breach and requiring it to be remedied; or (b) suffers an Insolvency Event.
8.3 The Customer may cancel an accepted Quote on written notice. On cancellation the Customer pays the Fees for work performed up to the effective date of cancellation, any third-party costs LaSource has committed on the Customer’s behalf and cannot recover, and, where the effective date is less than 10 Business Days after the notice, the Fees for that period. Amounts already paid are not refunded to the extent they cover work performed or resources reserved that cannot be redeployed.
8.4 Termination or expiry of this Agreement shall not affect the rights or liabilities of either party accrued prior to and including the date of termination or expiry and/or any terms intended expressly or by implication to survive termination or expiry.
9 Force Majeure
Neither party shall be liable for any failure to fulfil any of its obligations under this Agreement insofar as such failure is due to a Force Majeure Event affecting that party. In such circumstances, the affected party shall promptly notify the unaffected party, and shall use all reasonable endeavours to overcome the Force Majeure Event.
10 Notices
Any notice under this Agreement shall be in writing and may be served by personal delivery, by registered post, by recognised international courier or by email, to the address or email address stated in the Quote (or, for LaSource, to the address above and the legal notices contact), or to any substituted address notified in writing. Notices are deemed served: (a) if delivered personally or by courier, at the time of delivery; (b) if sent by registered post, two Business Days after the day of posting; and (c) if sent by email, at the time recorded on the email, provided that no error message was received.
11 General
11.1 This Agreement constitutes the entire agreement between LaSource and the Customer in relation to its subject matter. Any other terms, conditions, performance criteria, guarantees or prior representations whatsoever (whether written or oral), including any purchasing conditions of the Customer, shall be of no effect unless expressly incorporated in the Quote. Each party acknowledges that it has not entered into this Agreement in reliance on any statement or representation of the other party except to the extent incorporated in this Agreement. Nothing in this Agreement shall limit or exclude either party’s liability for fraud or fraudulent misrepresentation.
11.2 This Agreement shall not operate so as to create a partnership or joint venture of any kind between the parties. Nothing contained in this Agreement shall be so construed as to constitute either party to be the agent of the other.
11.3 No forbearance or indulgence on the part of either party in enforcing this Agreement shall prejudice its rights under this Agreement nor is it to be construed as a waiver of such rights.
11.4 Each party shall ensure that it, and all of its employees and persons performing services for or on its behalf, comply with all applicable legal and regulatory anti-bribery and corruption obligations.
11.5 Neither party shall (except with the prior written consent of the other party) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment or engagement of the other party any person employed or engaged by such other party in the provision of the Services or in the receipt of the Services at any time during the term of this Agreement or for a further period of 12 months after the expiry or termination of this Agreement. If either party commits any breach of this clause 11.5, the breaching party shall, on demand, pay to the claiming party a sum equal to one year’s basic salary or the annual fee that was payable by the claiming party to that employee, worker or independent contractor plus the recruitment costs incurred by the claiming party in replacing such person.
11.6 If any clause in this Agreement (or any part thereof) is rendered void or unenforceable by any court or authority of competent jurisdiction then all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired provided the parties agree a replacement provision which is as close as is legally permissible to the provision found invalid or unenforceable.
11.7 The Customer hereby consents to LaSource referring (in generic terms) to its association with the Customer and its provision of the Services to the Customer in its promotional and marketing materials during and after the term of this Agreement. Any joint case study or use case publication is subject to the Customer’s prior validation, not to be unreasonably withheld or delayed.
11.8 No variation of this Agreement is valid unless it is in writing (including by email) and confirmed by an authorised representative of each party.
11.9 Each party shall, at its own cost, execute any additional documents and do or procure that any other acts or things are done from time to time to give full effect to this Agreement and secure to the other party the full benefit of the rights, powers, privileges and remedies conferred upon the other party to this Agreement.
11.10 This Agreement, and any non-contractual obligations arising out of or in connection with it, is governed by the laws of France. The courts of Paris have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination.
11.11 LaSource publishes these General Conditions at lasource.io/terms and may update them from time to time. Each version carries a version number and an effective date. The version that applies to an Agreement is the version in force on the date the Customer accepts the Quote. Later versions do not apply to an Agreement already formed unless the parties expressly agree so in writing. LaSource keeps superseded versions available on request.
11.12 These General Conditions are drawn up in English. Where LaSource publishes a translation, the English version prevails in case of inconsistency.