Business Terms of Service

1. About These Terms

These Business Terms of Service govern website design, development, hosting, maintenance, dashboard and related digital services supplied by:

James André Ferguson — Entrepreneur individuel (EI)
Operating under the registered commercial name Blue Lion Consultants
Blue Lion Websites is a commercial brand operated by Blue Lion Consultants.

Address:
3 Impasse des Castels
81800 Loupiac
France

SIREN: 939 381 497
SIRET: 939 381 497 00014
Legal contact: legal@bluelionwebsites.com
Telephone: +33 6 08 36 90 91

In these Terms:

• Blue Lion, we, us and our mean James André Ferguson EI, operating as Blue Lion Consultants.
• Customer, you and your mean the business or professional purchasing the Services.
• Order means the accepted quotation, proposal, order form, written confirmation or other document describing the Services.
• Website means the website created or maintained for the Customer.
• Dashboard means any Blue Lion enquiry, appointment, restaurant, communication, reporting or administration interface supplied to the Customer.
• Services means the services described in the applicable Order.

2. Business Customers Only

Blue Lion supplies these Services to customers acting for business or professional purposes.

By accepting an Order, the Customer confirms that:

• It is acting in the course of a business, trade or profession.
• The person accepting has authority to bind the named business.
• The Services are not being purchased primarily for personal, family or household use.

These are business-to-business terms. Consumer cancellation rights do not apply unless mandatory law determines otherwise.

3. The Agreement

Information and prices on the public website are invitations to discuss the Services and do not by themselves create a binding offer.

A contract is formed when the Customer accepts an Order or otherwise clearly confirms in writing that Blue Lion should proceed.

The agreement consists of:

1. The accepted Order.
2. These Terms.
3. Any applicable Data Processing Agreement.
4. Any agreed project specification or schedule.
5. Additional written terms expressly accepted by both parties.

Where documents conflict, the accepted Order takes priority for the specific commercial details, followed by the Data Processing Agreement for personal-data matters, followed by these Terms.

4. Build-First Approval Process

Unless the Order states otherwise, Blue Lion’s normal process is:

1. Discuss the Customer’s business, objectives and requirements.
2. Recommend a suitable package or service.
3. Prepare visual concepts or examples where applicable.
4. Build a private preview.
5. Receive reasonable revision requests within the agreed scope.
6. Obtain written approval.
7. Issue the agreed setup invoice.
8. Publish the Website and activate ongoing Services after payment.

No setup deposit is normally required under this process.

The Customer is not required to approve a Website that has not been completed substantially according to the agreed scope. New pages, modules, integrations, functions or substantial changes outside that scope may require a revised quotation.

A preview Website:

• Is not intended for public commercial use.
• May use a temporary URL or restricted access.
• Remains under Blue Lion’s control before approval and payment.
• May be removed if the project is abandoned or the Customer remains unresponsive for more than 30 days.

Removal of an abandoned preview does not create a payment obligation unless separately agreed in writing.

5. Approval

Approval must be given clearly by email, dashboard message or another written method accepted by Blue Lion.

Payment of the setup invoice also constitutes approval of the Website and the Services described in that invoice or Order.

Before approval, the Customer must review:

• Business information.
• Contact information.
• Prices and service descriptions.
• Opening hours.
• Images and videos.
• Legal and regulatory statements.
• Forms and automated messages.
• Links and telephone numbers.
• Spelling, dates and factual claims.

Blue Lion will correct errors reported before approval where they fall within the agreed scope.

Additional changes after approval may be treated as maintenance or a separate change request.

6. Customer Responsibilities

The Customer must provide accurate and timely:

• Instructions.
• Business information.
• Text, photographs, logos and other content.
• Feedback and approval.
• Access details required for agreed integrations.
• Legally required business and privacy information.
• A reliable point of contact.

The Customer is responsible for ensuring that:

• Its business, products and services are lawful.
• Its content is accurate and not misleading.
• It has the right to use materials supplied to Blue Lion.
• Required permissions have been obtained from identifiable people appearing in media.
• Business claims, prices, promotions and guarantees comply with applicable law.
• Its own customer communications and use of personal data are lawful.
• It does not use the Services for spam, fraud, harassment, infringement or unlawful activity.

Blue Lion may rely on information supplied or approved by the Customer.

7. Scope and Revisions

The included Services are those described in the accepted Order.

Reasonable pre-approval revisions are included where they:

• Relate to the agreed design or content.
• Do not materially change the project scope.
• Are supplied clearly and, where possible, together.
• Can be implemented using the agreed package and technology.

Additional charges may apply to:

• Extra pages.
• New features or integrations.
• Substantial redesign after previous approval.
• Replacement of approved content.
• Extensive data entry or writing.
• Custom software.
• Third-party licence costs.
• Urgent or out-of-hours work.
• Work caused by inaccurate or incomplete instructions.

Blue Lion will explain material additional charges before carrying out the extra work.

8. Prices, Currency and Taxes

The applicable price and currency are stated in the Order or invoice.

Website prices may be displayed in different currencies according to region. A displayed price does not override a specific quotation accepted by the Customer.

Unless stated otherwise:

• Setup fees are one-time charges.
• Hosting, maintenance, dashboard and add-on fees are recurring charges.
• Identified third-party licences or purchases are separate.
• Payment-provider, bank or currency-conversion fees may apply according to the provider used.

Blue Lion currently operates under the French VAT exemption regime:

TVA non applicable, art. 293 B du code général des impôts.

Taxes may be added or accounted for where required following a change in the applicable tax treatment.

9. Invoicing and Payment

Payments are normally collected through an invoice or payment page hosted by Stripe or another identified provider.

Unless the Order or invoice states otherwise:

• One-time invoices are due within 14 days.
• The setup fee must be paid before the Website is published.
• Recurring fees are due on the stated renewal date.
• Automatic collection may be used where the Customer has agreed to it.
• No general instalment plan applies unless agreed in writing.
• No discount applies merely because payment is made early.

For late business-to-business payments:

• Late-payment penalties apply automatically from the day after the due date.
• The rate is the applicable European Central Bank refinancing rate plus ten percentage points, unless another lawful rate is stated on the invoice.
• A fixed recovery-cost indemnity of €40 is payable.
• Reasonable additional recovery costs may be claimed where legally permitted and actually incurred.

10. Setup Fees and Refunds

Because the Customer normally reviews and approves the Website before paying, the setup fee is generally non-refundable after:

• The Website has been approved.
• Payment has been made.
• Blue Lion has published the Website or activated the agreed Services.

This does not remove remedies that cannot lawfully be excluded where Blue Lion fails to provide materially agreed Services.

Where publication is delayed because the Customer does not provide required information, access or cooperation, the setup fee is not automatically refundable.

There is no automatic 30-day refund promise.

11. Recurring Services

Recurring Services may include:

• Website hosting.
• Technical maintenance.
• Security and compatibility updates.
• Dashboard access.
• Enquiry-management features.
• Branded email functions.
• Appointment or restaurant modules.
• Support.
• Other selected add-ons.

The subscription normally starts when the Website goes live or the relevant service is activated.

Monthly subscriptions renew automatically unless cancelled under these Terms.

Blue Lion may adjust recurring prices with reasonable advance notice. An increase will not apply retrospectively.

12. Cancellation by the Customer

The Customer may cancel a monthly subscription by giving written notice before the next renewal.

Cancellation takes effect at the end of the current paid billing period unless otherwise agreed.

Fees already paid for the current period are not normally prorated or refunded.

After cancellation:

• The Website may remain online until the end of the paid period.
• Hosting and dashboard access may then be disabled.
• Dynamic forms, emails, bookings, integrations and other hosted features may stop.
• Outstanding invoices remain payable.
• Data and transfer arrangements follow these Terms and any applicable Data Processing Agreement.

Cancellation of recurring Services does not reverse or refund completed setup work.

13. Suspension and Termination

Blue Lion may suspend some or all Services where:

• Payment is overdue.
• The Customer materially breaches the agreement.
• The Services are used unlawfully or abusively.
• The Website or account creates a serious security risk.
• Suspension is required to protect data, infrastructure or third parties.
• A provider requires suspension.
• The Customer fails to supply information needed to maintain the Service.

Where reasonably possible, Blue Lion will provide notice and an opportunity to resolve the issue.

Urgent suspension may occur without advance notice where necessary to address fraud, malware, illegal activity or an immediate security risk.

Blue Lion may terminate for a serious or repeated breach, continued non-payment, unlawful use, infringement, abusive conduct or another substantial legal or security risk.

14. Hosting and Availability

Blue Lion uses third-party infrastructure, including Cloudflare, to host and deliver online Services.

Blue Lion will use reasonable commercial efforts to maintain availability and security but does not guarantee:

• Uninterrupted operation.
• Completely error-free operation.
• A specific uptime unless expressly agreed.
• Availability of every third-party service at all times.
• Identical display across every browser and device.

Maintenance, provider outages, internet failures, security incidents and circumstances outside reasonable control may cause interruption.

Blue Lion may make technical changes required for performance, security, compatibility or legal compliance.

15. Support and Maintenance

Unless a specific service level is included in the Order, support is provided on a reasonable commercial-efforts basis.

Recurring maintenance may include routine:

• Hosting administration.
• Security and compatibility updates.
• Minor corrections.
• Monitoring and troubleshooting.

It does not automatically include:

• Unlimited redesign.
• New pages or modules.
• New integrations.
• Extensive writing or data entry.
• Support for systems outside Blue Lion’s control.
• Guaranteed emergency response times.

Work outside the included scope may be charged separately.

16. Domains

Domain ownership and management are described in the Order or project communications.

Where Blue Lion registers or manages a domain:

• Accurate registration information must be supplied.
• Renewal depends on timely payment.
• Blue Lion may retain technical access while management is included.
• Transfer requests are subject to registrar rules, security checks and settlement of relevant charges.
• Availability is not guaranteed until registration is complete.

Unless expressly agreed otherwise, the Customer is intended to receive control of a domain registered specifically for that Customer after applicable fees are paid.

17. Intellectual Property

Customer materials

The Customer retains ownership of materials it supplies, including logos, photographs, videos, written content, trademarks and databases.

The Customer grants Blue Lion a licence to use, copy, adapt and display those materials as reasonably necessary to provide the Services.

Blue Lion materials

Blue Lion retains ownership of:

• Pre-existing and reusable code.
• Software, frameworks and components.
• Templates.
• Dashboard systems.
• Administrative tools.
• Methods, documentation and know-how.
• General improvements not consisting solely of the Customer’s unique content.

Completed Website

After full payment, the Customer receives a continuing right to use the approved public Website for its business, subject to third-party licences and continued availability of Services on which it depends.

The setup fee does not transfer ownership of Blue Lion’s underlying platform, dashboard or reusable systems.

The Customer may not resell, reverse engineer or present Blue Lion proprietary software as its own service.

18. Transfer After Cancellation

A Customer intending to move should request available materials before the recurring Service ends.

Where technically feasible and legally permitted, Blue Lion may provide:

• Customer-supplied text and images.
• A reasonable export of Customer-controlled contact or enquiry information.
• A static copy of the public Website.

An export does not normally include:

• Blue Lion dashboard software.
• Proprietary backend systems.
• Internal administrative tools.
• Reusable templates or components.
• Non-transferable third-party licences.
• Dynamic functions dependent on Blue Lion infrastructure.

Reasonable migration work beyond standard available exports may be chargeable.

19. Third-Party Services

The Services may rely on providers such as:

• Cloudflare.
• Postmark.
• Stripe.
• Domain registrars.
• Google services where separately enabled.
• Twilio where telephone functionality is enabled.
• Other providers identified for a project.

Third-party services are governed by their own terms, availability and technical limitations.

Blue Lion may replace a provider with a reasonably equivalent provider where necessary.

Blue Lion is not responsible for an independent third party’s acts or outages outside Blue Lion’s reasonable control, but will take reasonable care in selecting and managing providers within its control.

20. Email, Analytics and SEO

Where email functions are supplied:

• The Customer is responsible for lawful and accurate message content.
• The Customer must not send spam or unlawful marketing.
• Objections and suppression requirements must be respected.
• Inbox placement is not guaranteed.
• Sending that threatens provider reputation may be suspended.

Where analytics is separately enabled, figures may be affected by consent choices, browser restrictions, bot filtering, provider methods and data delays.

Blue Lion does not guarantee:

• A particular search ranking.
• Indexing by every search engine.
• A particular number of visitors or leads.
• Bookings, sales or return on investment.
• Continued results following a platform or algorithm change.

21. Customer Legal Compliance

Blue Lion may provide templates, technical features or general compliance support, but does not act as the Customer’s lawyer, accountant or regulatory adviser.

Unless expressly included, the Customer remains responsible for:

• Its business and legal identity.
• Privacy and cookie notices.
• Industry-specific terms.
• Licences.
• Consumer obligations.
• Accessibility obligations.
• Advertising and website claims.
• Email-marketing compliance.
• Appointment, restaurant and payment rules.
• Lawful processing of its customers’ information.

The Customer must review legal content supplied for its Website and obtain professional advice where appropriate.

22. Personal Data

Where Blue Lion processes personal data through a dashboard, contact form, appointment module, restaurant module, email function or similar service on a Customer’s behalf:

• The Customer will normally act as controller.
• Blue Lion will normally act as processor.
• The Customer determines lawful purposes and instructions.
• The parties may be bound by a Data Processing Agreement.

The Customer must not instruct Blue Lion to process data unlawfully.

Following termination, operational information may be deleted or anonymised according to the agreement, applicable privacy information and documented instructions. Information required for accounting, contractual evidence, security, suppression or legal claims may remain for the applicable period.

23. Confidentiality and Security

Each party must protect confidential information received from the other and use it only for the agreement.

Confidential information does not include information that is publicly available without breach, already lawfully known, independently developed or lawfully received elsewhere.

Blue Lion may share information with authorised providers, contractors and advisers who need it to perform the Services and are subject to appropriate obligations.

The Customer is responsible for:

• Protecting login credentials.
• Using strong unique passwords.
• Enabling two-factor authentication where available.
• Managing authorised users.
• Removing access when no longer required.
• Reporting suspected compromise promptly.
• Securing devices used to access the Services.

No online system can be guaranteed completely secure.

24. Warranties and Liability

Blue Lion warrants that it will perform the Services with reasonable care and skill.

Nothing in these Terms excludes or limits liability for:

• Fraud or fraudulent misrepresentation.
• Wilful misconduct.
• Death or personal injury caused by negligence.
• Any liability that cannot lawfully be excluded or limited.

Subject to those exceptions and to the fullest extent permitted by law, Blue Lion is not liable for indirect or consequential losses such as loss of profit, revenue, anticipated savings, business opportunity or reputation.

Blue Lion is not responsible for loss caused by:

• Customer-supplied content or instructions.
• Customer breach of law.
• Unauthorised use of Customer credentials.
• Third-party outages outside reasonable control.
• Search-engine or platform decisions.
• The Customer’s failure to act on a warning.
• Force majeure.

Blue Lion’s aggregate liability arising from a particular Order will not normally exceed the fees paid or payable under that Order during the 12 months preceding the event giving rise to the claim.

Any limitation applies only to the extent permitted by law.

25. Force Majeure

Neither party is liable for delay or failure caused by circumstances outside reasonable control, including major internet or telecommunications failure, infrastructure outage, natural disaster, war, civil unrest, government action, labour disruption, widespread cyberattack or essential-provider failure.

The affected party should take reasonable steps to reduce the impact and resume performance.

26. Changes

Blue Lion may update technical features, providers and processes where reasonably necessary for security, performance, compatibility, legal compliance or product improvement.

These Terms may be updated for future Orders.

A material change affecting an existing recurring Customer will be notified reasonably in advance. Existing accepted commercial commitments will not be changed retrospectively without agreement, except where required by law or necessary to address an urgent security or legal issue.

27. Notices

Contractual notices should be sent to:

legal@bluelionwebsites.com

Notices to the Customer will be sent to the most recent business or account address supplied.

A cancellation request should identify the Customer, the Service, the requested cancellation date and the authorised person making the request.

28. General Provisions

The Customer may not transfer the agreement without Blue Lion’s written consent.

Blue Lion may use employees, contractors and providers to perform parts of the Services while remaining responsible for its contractual obligations.

If a provision is invalid or unenforceable, it will be modified or removed only to the minimum extent necessary, and the remaining provisions will continue.

Failure or delay in enforcing a right does not waive it.

The accepted Order, these Terms, any applicable Data Processing Agreement and agreed specification form the complete agreement concerning the Services.

29. Governing Law and Disputes

The agreement is governed by French law.

The parties will first attempt to resolve a dispute in good faith through direct written communication.

If a dispute cannot be resolved, it will be submitted to the French court having jurisdiction under applicable procedural rules, unless a mandatory rule requires another court or law.

30. Contact

Questions about these Terms may be sent to:

legal@bluelionwebsites.com

Privacy requests should be submitted through:

Your Data Rights

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