Terms of service

English translation for information only. The French version prevails.

Article 1. Who we are

These terms apply to services provided by DROID FACTORY, a French EURL with a share capital of €1,000, registered with the Castres Trade and Companies Register under number 912 234 150, with its registered office at 1470 route de la Commanderie, 81500 Ambres, France, EU VAT number FR43 912 234 150, contact contact@droidfactory.fr (“Droid FACTORY”).

Article 2. Scope

2.1. Services are for businesses only, acting for the purposes of their trade or profession. By ordering, the client confirms it is acting as a business. It provides its company identifier (SIRET in France, EU VAT number elsewhere in the European Union, Companies House number in the United Kingdom). Droid FACTORY checks with public registers that the company exists and is active, and may refuse or suspend an account whose company cannot be found, is closed or does not match the information provided.

2.2. These terms apply to every order, whether placed by signing a proposal or by subscribing online. They prevail over the client’s purchasing terms unless otherwise agreed in writing.

2.3. In case of conflict, the following order of precedence applies: the signed proposal, then the data processing addendum, then these terms.

2.4. Agencies. An agency may subscribe to any of the offers on behalf of its own clients and resell it under its own brand. The agency remains Droid FACTORY’s sole client and is solely liable for payment. Droid FACTORY does not directly approach the agency’s end clients.

Article 3. Definitions

• Mobile Slot: monthly subscription giving access to mobile development capacity, with one active request at a time.
• Maintenance: monthly subscription that keeps an app in production up to date and monitored.
• Launch: fixed-price engagement to design, build and publish an app, with the price and scope set out in the proposal.
• Request: a need expressed by the client (feature, fix, screen, change), recorded in its client area.
• Queue: the client’s prioritised list of requests, kept in its client area.
• Active request: the single request being worked on at any given time under a Mobile Slot.
• Delivery: the release of a result, as code committed to the client’s repository and, where relevant, an installable test build.
• Client portal: online space where the client manages its subscription and invoices, and can cancel it.
• Monthly period: a one-month period starting on the subscription date and renewing each month on the same date.
• Business day: Monday to Friday, excluding French public holidays.

Article 4. Offers

4.1. Mobile Slot. The client creates its tickets. Droid FACTORY handles them as best it can, one after another, in the order of priority set by the client.

4.2. Maintenance. Droid FACTORY monitors crashes and OS changes to keep apps up to date on the stores. Any development falls under the Mobile Slot.

4.3. Launch. Launch of an app: goals, design, choice of technology and development from A to Z through to publication. Back-end development is included when the app needs it; its tickets are created and set up before mobile development. If the client has its own APIs, Droid FACTORY uses them. Scope (screens, flows, platforms, back-⁠end), price, payment schedule and indicative timeline are set out in the proposal.

Article 5. Ordering and start

5.1. An order becomes binding upon electronic signature of the proposal or online subscription, and payment of the first instalment.

5.2. Work starts once the client has granted the access described in Article 7. For a Launch, work starts only once the 40% deposit has been received.

Article 6. How we work and availability

6.1. Droid FACTORY replies to the client within one business day.

6.2. Droid FACTORY does not work at night, at weekends or on public holidays. Droid FACTORY organises its time as it sees fit. There is no on-call service and no emergency handling.

6.3. Droid FACTORY handles requests as quickly as possible, with no guaranteed timeframe.

6.4. Publication on the App Store and Google Play depends on review by Apple and Google, over which Droid FACTORY has no control. Droid FACTORY is not liable for their refusal or delay, and fixes whatever falls within its own work to obtain approval.

6.5. Droid FACTORY organises its work and resources independently. There is no relationship of subordination between Droid FACTORY and the client. The client sets needs and priorities; it does not direct how or when the work is performed.

6.6. (Reserved.)

6.7. Droid FACTORY requests only the access rights it needs, protects its accounts with strong authentication, keeps an inventory of the access granted by each client and removes it when the relationship ends. Any request for access, an invitation or an account change is confirmed in writing through a second channel.

6.8. Content of a request. These rules apply to the requests of the Mobile Slot, Maintenance and a Launch.

• A request is only taken on if it is complete against the checklist published in the client area for its type (feature, fix, change). An incomplete request is not started.
• Droid FACTORY may send a request back for completion, in writing, stating what is missing. A request sent back keeps its place in the queue but does not start until it is completed; the next complete request is handled in the meantime. The resulting wait gives rise to no extension of the period and no refund.
• A delivery is compliant when it meets the acceptance criteria written in the approved request. A need missing from the request is not owed under it; it becomes a new request.
• Once a request has started, its content is frozen. Any change becomes a new request, except for a minor correction accepted by Droid FACTORY.
• When the client entrusts the API contract to Droid FACTORY, that deliverable is submitted for the client’s written approval before development.

Article 7. Client obligations

7.1. The client shall:

• hold, in its own name and at its own cost, every account and subscription needed: its GitHub organisation, Apple Developer and Google Play Console accounts, Firebase, hosting and all other third-party services. For Droid FACTORY to configure these tools, the client adds it to the accounts with the developer role, or enters the access credentials itself;
• provide the necessary information, content and approvals in good time;
• hold the rights to the content, trademarks, text and images it provides;
• as publisher of the app, ensure its legal compliance (notices, privacy policy, terms of use, content), Droid FACTORY flagging any issues it identifies;
• appoint a contact person with authority to approve deliveries.

Any delay by the client extends timelines accordingly, without reducing the price.

7.2. Refused projects. Droid FACTORY does not design, develop, maintain or publish any app, feature or content whose purpose or effect, even in part, is:

• selling, promoting or facilitating trade in drugs, weapons, ammunition or explosives outside legal channels;
• sexual exploitation or abuse of minors, or any sexual content involving a minor;
• harming people’s life or physical integrity, or inciting or glorifying violence;
• terrorism, its glorification or its financing;
• human trafficking, coercive control of a person, or cult-like abuse;
• harassment, covert surveillance of a person, or sharing intimate content without consent;
• hatred of or discrimination against people based on origin, religion, sex, sexual orientation, disability or any other protected characteristic;
• processing payments directly, without going through a payment provider such as Stripe;
• IT security software;
• medical apps;
• fraud, scams, phishing, malware or evading international sanctions;
• more generally, any activity that is unlawful in France or in any country where the app is distributed.

Droid FACTORY may also refuse any request it considers, at its sole discretion, contrary to these principles or to professional ethics, by notifying the client in writing. A refused request is not carried out and does not reduce the price.

7.3. Lawfulness of the project. The client represents that its business, its content and its use of the app are lawful in every country where it operates the app, and it checks compliance with local laws itself. It is solely responsible for that use. It shall indemnify Droid FACTORY against any claim, action or judgment by a third party or an authority arising from it, including amounts paid and costs incurred, legal fees included.

7.4. Immediate suspension and termination. If Droid FACTORY finds, or has serious grounds to believe, that a project or request falls under Article 7.2, or that the client has concealed the true nature of its project, it may immediately suspend all services, without notice or formal demand, then terminate the subscription or Launch in writing, at the client’s sole fault. This clause applies notwithstanding Articles 9.4, 9.5 and 10. In that case:

• amounts already paid remain due to Droid FACTORY and the current monthly period is not refunded;
• for a Launch, work done and not yet paid is invoiced according to progress;
• Droid FACTORY removes its access and stops all work;
• Droid FACTORY may claim compensation for its loss and inform the competent authorities where the law requires or allows it.

Article 8. Prices and payment

8.1. Prices are those of the price list published on droidfactory.fr or of the proposal, in euros, or in pounds sterling for UK clients, and exclusive of VAT. VAT is added depending on where the client is established:

• client established in France: French VAT at the current rate, 20% at present;
• VAT-registered client established in another EU Member State: invoice without VAT, the tax being due by the client (reverse charge, Article 196 of Directive 2006/112/EC), with the words “Autoliquidation / Reverse charge” and both parties’ VAT numbers on the invoice;
• client established outside the EU, including the United Kingdom: invoice without VAT, the service being outside the scope of French VAT (Article 259-1 of the French General Tax Code).

8.2. Subscriptions are payable in advance at the start of each monthly period, by card, Apple Pay or Google Pay, through Stripe.

8.3. Launch fees are payable in three instalments: 40% on order, then 30% and the 30% balance. Store publication and handover of the final version take place only after 100% of the price has been received. The balance is payable on receipt of invoice; other invoices are payable within 30 days of their date.

8.4. Late payment automatically incurs, without prior notice, interest at three times the French statutory interest rate and a fixed €40 recovery fee (Article L441-10 of the French Commercial Code). From the first day of delay, Droid FACTORY pauses the services, after informing the client by email. They resume as soon as payment is received. The pause does not extend the monthly period or reduce the amounts due. A payment dispute is treated as late payment, and the related bank charges are re-invoiced to the client. Non-payment lasting more than 15 days after formal notice allows termination under Article 9.5.

8.5. Droid FACTORY may change its prices by giving the client one month’s notice.

Article 9. Term and cancellation of subscriptions

9.1. No minimum term. Mobile Slot and Maintenance subscriptions are monthly, renew automatically each month, and can be cancelled at any time.

9.2. Cancellation by the client. The client may cancel at any time, without giving reasons and without charge, in a few clicks from its client portal. Cancellation takes effect at the end of the current monthly period, which has already been paid. No further instalment is collected. Any month started is due.

9.3. What happens at the end. Until the effective date:

• the active request is completed where possible; otherwise it is pushed to a branch of the client’s repository with a status note (done, still to do);
• Droid FACTORY provides a closing report;
• on the effective date, Droid FACTORY removes all of its access to the client’s tools and accounts. On the effective date, the client’s account is paused and its tickets are suspended. The code stays in the client’s repository. Invoices are kept for 10 years, as required by law (Article L123-⁠22 of the French Commercial Code).

9.4. Termination by Droid FACTORY. Droid FACTORY may end a subscription with one month’s notice. If the client breaches these terms, termination is immediate, under Article 7.4.

9.5. Material breach. If either party commits a material breach not remedied within 15 days of written notice, the other party may terminate with immediate effect. Non-payment is a material breach.

Article 10. Cancelling a Launch

(Reserved.)

Article 11. Acceptance

11.1. Mobile Slot and Maintenance. Each delivery is submitted to the client, who reports in writing any non-conformity with the acceptance criteria of the approved request (Article 6.8).

11.2. Launch. Acceptance follows the proposal. Acceptance is carried out on test builds, before publication.

Article 12. Warranty

12.1. (Reserved.)

12.2. For a Launch, Droid FACTORY fixes free of charge, for 1 month after publication, any defects compared with the approved scope.

12.3. The warranty ends immediately, for the whole app, as soon as the code is modified by anyone other than Droid FACTORY. Nor does it cover: changes to iOS and Android after delivery, which fall under Maintenance; changes to SDKs or store rules after delivery; third-party services and APIs; improper use.

Article 13. Intellectual property

13.1. Ownership of the code. The client owns the code from day one. The code is pushed to its repository (GitHub, GitLab or other). If Droid FACTORY stops overnight, the code still belongs to the client. To that end, Droid FACTORY assigns to the client, as the code is created, the economic copyright in the code: the rights to reproduce, represent, adapt, modify and distribute it, on any medium, worldwide and for the full legal term of the rights.

13.2. Droid FACTORY tools. Droid FACTORY retains ownership of its know-how, methods, project templates, starter kits and generic components, whether pre-existing or developed independently of the client. Where they are included in a deliverable, Droid FACTORY grants the client a non-exclusive, royalty-free, worldwide and perpetual licence to use, modify and distribute them with the app.

13.3. Open source. Deliverables may include open source components. Droid FACTORY keeps a list of them and their licences in the repository, and does not include any component whose licence would require the client to publish its own code without its consent.

13.4. Third-party code. Droid FACTORY does not knowingly reuse code protected by third-party rights, and complies with the licences of the open source components it includes.

13.5. Warranty. Droid FACTORY warrants that, to its knowledge, the deliverables do not infringe third-party rights, except for elements supplied by the client.

Article 14. Confidentiality

Each party keeps confidential the other party’s information it learns during the relationship (code, data, projects, figures, commercial terms) and uses it only to perform the contract. This obligation lasts for the whole relationship and 5 years after it ends. A non-disclosure agreement (NDA) may be signed at the client’s request.

Article 15. Personal data

15.1. Where Droid FACTORY accesses personal data of the users of the client’s app, it acts as a processor under Article 28 of the GDPR (and UK GDPR where applicable). The parties then sign the data processing addendum, which sets out the terms of processing.

15.2. Droid FACTORY processes the data of the client’s contacts (name, email, role) to manage the business relationship, as described in its privacy policy.

Article 16. Liability

16.1. Droid FACTORY is bound by an obligation of means (best efforts).

16.2. Cap. Droid FACTORY’s total liability, for all causes combined, is limited to the amounts excluding VAT paid by the client in the 12 months preceding the event giving rise to liability. For a Launch, it is limited to the price of the Launch concerned. This cap does not apply in the event of gross negligence or wilful misconduct, nor to personal injury.

16.3. Droid FACTORY is not liable for the client’s indirect or intangible losses, such as loss of revenue, profit, customers or data, or harm to reputation, nor for the consequences of decisions by Apple, Google or other third-party services.

16.4. The client remains responsible for backing up its data and production environments.

16.5. Droid FACTORY holds professional liability insurance.

16.6. Droid FACTORY is not liable for the client’s use of the app, nor for its compliance with the laws of the countries where the client operates it (Article 7.3).

16.7. Fines. Each party alone bears any administrative fines and penalties imposed on it, including under the GDPR.

Article 17. Subcontracting

Droid FACTORY subcontracts all or part of the services only with the client’s prior written consent, and remains responsible for their proper performance. It may require the subcontractor to hold professional liability insurance.

Article 18. Non-solicitation

(Reserved.)

Article 19. References

Unless the client objects or a non-disclosure agreement has been signed, Droid FACTORY may display the client’s logo on its website and talk about the project on LinkedIn.

Article 20. Force majeure

Neither party is liable for a failure caused by force majeure within the meaning of Article 1218 of the French Civil Code. If the impediment lasts more than 30 days, either party may terminate without compensation.

Article 21. Changes to these terms

Droid FACTORY may update these terms. New terms are sent to the client at least one month before they take effect and apply from the following monthly period. A client who does not accept them may cancel before that date.

Article 22. Governing law and disputes

These terms are governed by French law. In case of dispute, the parties first seek an amicable solution for 30 days. Failing that, the dispute is brought before the Commercial Court of Castres (France), including where there are several defendants or for interim relief. The French version prevails.