Terms and Conditions of Sale

These Terms and Conditions of Sale (the "Terms") are offered by Metaways L.L.C-FZ, a company based in Dubai (United Arab Emirates), with its registered office at Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, United Arab Emirates ("Metaways"). Contact: contact@metaways.dev

They apply to the services provided by Metaways to its business clients (the "Client"), regardless of the country in which they are established.

Article 1 – Purpose and scope

These Terms set out the conditions under which Metaways provides its services: development of websites and web and mobile applications, UX/UI design and visual identity, provision of developers on a time-and-materials basis, maintenance, hosting, managed services, and the supply of licenses and servers.

The services are intended for businesses only. By placing an order, the Client confirms that it is acting in the course of its business.

These Terms apply to every order, to the exclusion of the Client's own general purchasing conditions. In the event of any conflict, the contractual documents prevail in the following order: the approved specifications, the signed quote and its amendments, and then these Terms.

Article 2 – Quotes and orders

Each service is subject to a prior quote, valid for 30 days unless stated otherwise. It sets out, in particular, the scope, the price, the billing method, the estimated timeline and the payment schedule.

The order becomes binding once the Client accepts the quote (handwritten or electronic signature, or written acceptance by email) and, where applicable, pays the deposit. Any subsequent change requires an amendment or a new quote accepted in writing.

Metaways may refuse an order if there is a dispute regarding payment of a previous order.

Article 3 – Pricing and invoicing

Prices are stated exclusive of taxes, in the currency shown on the quote, and are fixed for the order concerned. Applicable taxes (value added tax or equivalent) are added in accordance with the regulations in force on the invoice date.

Fixed price: an overall price is set for a scope defined in the quote or the specifications.
Time and materials: billing is based on time spent, at the daily or hourly rate stated in the quote. A timesheet is sent to the Client and invoicing is monthly.
Subscriptions (maintenance, hosting, licenses): billed in advance, at the chosen frequency (monthly, quarterly or annually).

Installation, configuration or training costs not included in the quote are billed separately.

Article 4 – Payment

Unless a specific payment schedule is set out in the quote, fixed-price services are payable 50% upon order and 50% upon delivery. Large projects may involve interim payments tied to milestones defined in the quote.

Invoices are payable within 30 days of their issue date, except for the deposit and subscriptions, which are payable upon receipt. Payment is made by bank transfer or by card through a secure payment solution.

Bank, currency exchange and transfer fees are borne by the Client, as Metaways must receive the full invoiced amount. If the law of the Client's country requires a withholding tax, the Client shall increase its payment so that Metaways receives the net invoiced amount.

Any amount unpaid on its due date automatically bears interest at 1% per month of delay, without prior formal notice. Collection costs incurred are borne by the Client. If a payment reminder remains unanswered for 8 days, Metaways may suspend all ongoing services, including hosting and maintenance; timelines are then extended accordingly.

Article 5 – Performance of services

Metaways performs its services with due care and in accordance with industry best practices, under a best-efforts obligation. It may rely on teams located in different countries.

Fixed price: the scope is defined by the quote and the specifications, approved before work begins. Any request outside this scope is subject to an additional quote; minor adjustments with no impact on price or timeline may be approved by email.
Time and materials: Metaways provides qualified professionals who work according to the Client's instructions. The Client remains responsible for managing its project and for the results obtained.

Timelines are given for guidance only. Exceeding them does not justify cancellation, penalties or any deduction from the price. They are extended in the event of delays by the Client, changes in scope or force majeure.

Article 6 – Client obligations

The Client undertakes to:

provide, within the agreed timeframes, the content, graphic assets, technical access and information required;
appoint a single point of contact authorized to make decisions and to approve deliverables according to the agreed schedule;
hold all rights to the materials it provides, and indemnify Metaways against any third-party claim in this respect;
ensure that its website or application complies with the laws of the countries where it is operated (personal data, accessibility, mandatory information, e-commerce, etc.) and take responsibility for the content it publishes;
back up its own data and keep its login credentials confidential.

If a delay attributable to the Client exceeds 30 days, Metaways may invoice the work completed and terminate the order under the conditions of Article 17.

Article 7 – Delivery and acceptance

Deliverables are made available in a test environment. The Client has 15 days to report in writing any defects found with respect to the approved scope. Metaways fixes confirmed defects and then deploys to production.

If no written reservation is made within this period, or as soon as the Client puts them into operation, the deliverables are deemed accepted. Minor defects do not prevent acceptance; they are fixed under the warranty.

Article 8 – Warranty

For 60 days from acceptance, Metaways fixes free of charge any reproducible defects and any non-conformities with the approved scope.

The warranty does not cover:

improper use or negligence by the Client;
changes made by the Client or a third party;
technical environments not supplied by Metaways (third-party hosting, browsers, operating systems, vendor updates);
functional changes and incompatibilities with third-party software outside the agreed scope.

After this period, fixes and changes are covered by a maintenance contract. This warranty is exclusive of any other warranty, express or implied.

Article 9 – Maintenance and hosting

Unless stated otherwise, subscriptions are entered into for an initial term of 12 months and then automatically renewed for successive 12-month periods, unless terminated in writing (including by email) at least 30 days before the renewal date. Early termination of a subscription does not entitle the Client to a refund for the current period.

Metaways targets 99% monthly hosting availability, excluding scheduled maintenance, which is announced in advance except in a security emergency. Automatic backups are performed regularly; the Client remains responsible for keeping its own copies.

Unless covered by a maintenance contract, updates to CMSs, extensions and dependencies are the Client's responsibility. Metaways is not liable for malfunctions resulting from missing updates.

Metaways may suspend the service in the event of non-payment, abnormal or unlawful use (excessive load, attacks, spam), breach of these Terms or a security emergency. At the end of the contract, data is kept for 30 days so that it can be retrieved, and is then permanently deleted.

Some offers, in particular certified health data hosting, may be subject to specific terms.

Article 10 – Intellectual property

Subject to full payment of the price, Metaways assigns to the Client the rights to use, reproduce, modify and distribute the developments and creations made specifically for it, worldwide and for the full term of the rights. The source code is delivered through a Git repository or an archive. Until the price has been paid in full, no rights are assigned.

Metaways retains ownership of its know-how, methods, tools, generic components and reusable templates. Where they are incorporated into the deliverables, the Client receives a non-exclusive license to use them for its project.

Third-party components (open-source software, frameworks, extensions, fonts, stock images) remain subject to their own licenses, which the Client undertakes to comply with, including any applicable fees.

Unless the Client objects in writing, Metaways may mention the Client and the project (name, logo, screenshots) in its marketing materials.

Article 11 – Confidentiality

Each party keeps confidential any non-public information received from the other (technical, commercial, financial, source code, know-how) and discloses it only to those who need it to perform the contract and who are bound by the same obligation.

This obligation applies throughout the term of the contract and for 5 years after it ends. It does not apply to information that is public, already known to the receiving party, or required to be disclosed by a competent authority.

Article 12 – Personal data

Each party complies with the applicable personal data protection regulations, including, where applicable, the European Union's General Data Protection Regulation (GDPR).

Where Metaways processes personal data on behalf of the Client, it acts on the Client's documented instructions, and the parties enter into a data processing agreement upon request. The personal data of the Client's contacts is processed in accordance with the privacy policy.

Article 13 – Liability

Metaways is liable only for direct damages resulting from a proven fault in the performance of its obligations. Indirect damages are excluded, including loss of revenue, profit, customers, opportunities or data, damage to reputation and the cost of replacement solutions.

Metaways' total liability is limited to the amounts actually paid by the Client for the order concerned during the 12 months preceding the event giving rise to liability.

Metaways is not liable for damages resulting from misuse of the services, changes made by the Client or a third party, the Client's failure to meet its obligations, the failure of external elements (third-party hosts, networks or services), or malicious acts (hacking, viruses) occurring despite reasonable security measures.

These limitations apply to the extent permitted by applicable law.

Article 14 – Force majeure

Neither party is liable for a failure caused by an event reasonably beyond its control, such as a natural disaster, epidemic, conflict, government decision, widespread network or power outage, failure of an infrastructure provider or large-scale cyberattack.

The affected obligations are suspended for the duration of the event. If it lasts more than 60 days, either party may terminate the order in writing, without compensation. Services already performed remain payable.

Article 15 – Non-solicitation

During the term of the contract and for 12 months after it ends, the Client shall not solicit, hire or engage, directly or through a third party, any employee or subcontractor of Metaways who has worked on its projects, without Metaways' written consent.

In the event of a breach, the Client shall pay Metaways a fixed compensation equal to 120 days of service at the daily rate applicable to the person concerned.

Article 16 – Subcontracting and assignment

Metaways may subcontract all or part of the services. It remains solely responsible to the Client for their proper performance and coordinates the work of its subcontractors.

The Client may not assign the contract without Metaways' prior written consent. Metaways may assign the contract to a company in its group or to a successor, after informing the Client.

Article 17 – Cancellation and termination

The Client may cancel an order free of charge within 15 days of accepting it, provided work has not started; only expenses already incurred remain payable.

After that, the Client may terminate the order at any time in writing, with 30 days' notice for time-and-materials services. The Client remains liable for the services performed up to the termination date and for compensation equal to 30% of the remaining amount due under the order.

In the event of a serious breach by either party (in particular non-payment, failure to provide the necessary materials for more than 30 days, breach of the confidentiality or non-solicitation obligations, or unlawful use of the services), the other party may terminate the contract in writing after a formal notice that remains unremedied for 15 days.

Upon termination, all amounts due become immediately payable. Deliverables are handed over as they stand once paid for, ongoing services are stopped and data is kept for 30 days before deletion. Amounts already paid are not refunded, except in the event of serious misconduct by Metaways.

Article 18 – General provisions

Entire agreement: the quote, the specifications and these Terms constitute the entire agreement between the parties.
Notices: they are made in writing, including by email, to the addresses stated on the quote.
Severability: if a clause is held invalid, the other clauses remain in force and the clause is replaced by a valid provision as close as possible to the parties' intent.
No waiver: failing to enforce a clause does not constitute a waiver of the right to enforce it later.
Independent contractors: the parties act as independent contractors.
Changes: Metaways may amend these Terms; the applicable version is the one in force on the date the quote is accepted.
Language: these Terms are available in French and English. In the event of any discrepancy, the English version prevails.

Article 19 – Governing law and disputes

These Terms and all orders are governed by the laws of the United Arab Emirates as applicable in the Emirate of Dubai.

The parties shall first seek an amicable solution for 30 days from written notification of the dispute. Failing that, the dispute is subject to the exclusive jurisdiction of the courts of Dubai. Metaways nevertheless reserves the right to bring debt collection proceedings before the courts of the country where the Client is established.