Definitions

Following are definitions that will be used for Terms and Conditions writing, as well as any contract involving X-Aeon Solutions.

• X-Aeon Solutions legal representative: Physical person bound to X-Aeon Solutions and engaging X-Aeon Solutions' responsibility in any contract signed in her name.
• Client: Physical or moral person (individual or business) that is willing to use X-Aeon Solutions' services.
• Project: Set of requirements that a Client is willing to ask X-Aeon Solutions to complete. A Project contains detailed requirements, scheduled timeframe, delivery details and is defined in the Project contract.
• Project contract: Contract signed between X-Aeon Solutions legal representative and the Client for 1 Project to be completed by X-Aeon Solutions.
• Product: Deliverable produced by X-Aeon Solutions that completes the requirements formulated in a Project contract. It can consist of source files, executable files, documentation, regression tests...
• Working process: The complete set of tasks designated by X-Aeon Solutions to complete a Project.
• Working phase: Subset of the Working process' tasks that can be grouped together to indicate a large accomplishment in the Project's realisation. This is often useful for long-term projects. Usually working phases match also a billing phase, cover a subset of the requirements, and contain specific validation tests and deliverables. A part of the Product can be delivered at the end of each working phase.
• Revision: New work requested by the Client after a Project contract has been approved.
• Revision memo: Document written describing additional requirements from the Client, resulting additional work, Working phases, schedules and billing conditions due to a Revision.

General working agreement

This document defines the terms and conditions of a working relationship between X-Aeon Solutions and the Client. All projects or services that X-Aeon Solutions may be contracted to produce or provide for the Client will be subject to the following.

The Client accepts all these terms by signing the Project contract.

Person representing X-Aeon Solutions and working resources

Every contract signed between X-Aeon Solutions and a client will be signed by the X-Aeon Solutions legal representative. This representative is engaging X-Aeon Solutions developers as a whole with the contract. The number of developers and time allocated to each Working process is then specified in the Project contract.

Project contract contents

A Project contract defines the following:

• A unique identifier of this Project that should be used for any communication about it.
• Contact information for the Client and X-Aeon Solutions: name, address, phone, e-mail, website...
• A clear description of the Project, its environment, the required Product and why is the Client asking for X-Aeon Solutions services. X-Aeon Solutions and the Client roles have to be clearly defined.
• A set of clear requirements that will help X-Aeon Solutions and the Client focus on what is important to develop.
• A description of the Working process, with a production schedule and milestones that should give an indication of resources and time spent. If appropriate, this schedule can be divided in several Working phases.
• A test protocol, that can consist of automatic regression testing, manual test cases, measurements that needs to be completed successfully by the Product.
• A detailed description of the final Product the Client is expecting, with detailed deliverable information.
• Financial and payment information, with practical details. If several Working phases have been defined, billing information is associated to each one of them. Billing information is also associated to eventual Revisions and out-of-pocket expenses.
• Any other information that the Client or X-Aeon Solutions find appropriate to note.

Working / Billing phases

Based on our experience with long-term development projects, we have found that it is mutually advantageous to handle each Project in logical working/billing phases.

Concept revisions, extensive alterations, or a switch in marketing objectives sometimes makes it impossible to accurately estimate in advance the total cost of a Project. Planning the work, cost estimating, and billing in several phases permits X-Aeon Solutions or the Client to adjust for such revisions/or halt work before completion if a Project is postponed or canceled. Any canceled project is billed only through Working phases and/or portions of phases that were actually completed by X-Aeon Solutions. For each Project, the Client will receive a proposal/estimate outlining the project specifications and the proposed scope of services and working/billing phases. Each proposal estimate will contain a project budget, which includes estimated fees for professional services and separate itemized costs for anticipated out-of-pocket expenses.

X-Aeon Solutions will begin work on the Project upon the Client's approval of the written estimate. Written or electronic approvals will constitute an agreement between X-Aeon Solutions and the Client.

Follow-up

X-Aeon Solutions provides tools and regular reports on a weekly basis to the Client for him to check the Working process' progression. It is the Client's responsibility to check regularly that the Project stays on track with his expectations, and to inform X-Aeon Solutions of any unclear or misunderstood report, for X-Aeon Solutions to take corrective action. Reports from X-Aeon Solutions can be made more frequently depending on the situation or the Client's desires.

Here is the process flow describing the way X-Aeon Solutions usually deals follow-up with the Client.

Payment / Estimates

The Client agrees to pay X-Aeon Solutions in accordance with the terms specified in each proposal/estimate. On accounts that have not submitted a credit application and been approved by our credit department, will be required to pay 50% of the project cost before work can begin.

Upfront payment is beneficial for both the Client and X-Aeon Solutions: The Client has a guarantee that his Project will be treated in priority with professionnalism, and X-Aeon Solutions has the guarantee that the Client is serious regarding his demands.

Unless otherwise specified, all subsequent balances due are payable upon Working phase delivery. Interest on past due balances is 18% per annum or 1.5% per month. X-Aeon Solutions reserves the right to refuse completion or delivery of work until past due balances are paid.

Usually X-Aeon Solutions bills on a hourly rate that varies depending on the number of developers involved in the Working process. However, X-Aeon Solutions reserves the right to bill differently depending on the Project's requirements.

X-Aeon Solutions accepts the following payment methods:

• Bank transfer
• Paypal transfer
• French paychecks

Estimate: Billing will reflect the actual costs incurred. Valid for only 30 days from date on estimate. Client requested changes will be billed additionally. The Client will be notified of any price changes.

Out-of-pocket expenses

Fees for professional services do not include outside purchases such as, but not limited to, software licenses, specific hardware, printing, shipping and handling or courier service. Such expenses are itemized on each invoice. If consultant or supervisory services are required in out-of-town locations, X-Aeon Solutions will bill lodgings, meals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.

Revisions and alterations

If the job changes to an extent that substantially alters the specifications described in the original Project contract, X-Aeon Solutions will submit a proposal Revision memo to the Client, and a revised additional fee must be agreed to by both parties before further work proceeds.

The Revision memo defines the following:

• A unique identifier of this Revision memo that should be used for any communication about it.
• Expected modifications on the Product.
• The set of additional requirements from the Client.
• Resulting modifications of the Working process, production schedule, milestones and Working phases.
• Resulting modifications of the test protocol.
• Resulting modifications on the billing information.
• Any other information that the Client or X-Aeon Solutions find appropriate to note.

Overtime

Estimates are based on a reasonable time schedule, and may be revised to take into consideration the Client's “Priority Scheduling” requests requiring overtime and weekends. Knowledge of the Client's deadlines is essential to provide an accurate estimate.

Intellectual property

The Client agrees to exercise due diligence in its direction to X-Aeon Solutions regarding preparation of software licenses, hardware, materials and must be able to substantiate all claims and representations. The Client is responsible for all trademark, service mark, copyright and patent infringement clearances. The Client is also responsible for arranging, prior to approval, any necessary legal clearance of services asked from X-Aeon Solutions.

During the whole Working process, the Product, or any part of it, deliverable, document or any data implemented by X-Aeon Solutions remains the property of X-Aeon Solutions. The ownership of the Product is then automatically transfered to the Client upon the last payment due and the Project contract termination.

The Client agrees to mention X-Aeon Solutions's role in the Product, accessible to any Product's user, including a link to http://x-aeon.com. This can be done in an About page mentioning "Developed by X-Aeon Solutions", along with a link to http://x-aeon.com

Test and validation

Each Project contract specifies a clear and detailed testing protocol (regression testing, set of test cases, various metrics...). This protocol's successful completion is the condition for the Product's validation.

Term and termination

Once the Product is completed and validated, and the Client does not have due payment balances, the Project contract is successfully ended.

Unless successful completion, the term of this agreement will continue for work in progress until terminated by either of the parties upon thirty (30) days written notice. If the Client should direct X-Aeon Solutions at any time to cancel, terminate or “put on hold” any previously authorized purchase, X-Aeon Solutions will promptly do so, provided the Client holds X-Aeon Solutions harmless for any cost incurred as a result.

Upon termination of this agreement, X-Aeon Solutions will transfer to the Client all his property, hardware and materials in X-Aeon Solutions control and for which he has paid. In the case of anticipated termination, the Client has still to pay for the already completed Working phases. The Client will indemnify and hold X-Aeon Solutions harmless for any loss or expense (including attorney’s fees), and agrees to defend X-Aeon Solutions in any actual suit, claim or action arising in any way from this working relationship.

X-Aeon Solution reserves the right to feature and/or distribute or publish for its firms promotional and marketing needs any work created for the Client, as samples for X-Aeon Solutions portfolio, firm news letter, brochures, slide presentations and similar media. X-Aeon Solutions agrees to store data related to a Project for a period of 6 months beyond the delivery of a job. Thereupon, X-Aeon Solutions reserves the right to discard it.

Production schedules

Production schedules will be established and adhered to by both the Client and X-Aeon Solutions as part of the Project contract, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the Client or X-Aeon Solutions. Where production schedules are not adhered to by the Client, final delivery date or dates will be adjusted accordingly.

Some documents (specifications, technical documents, libraries documentation...) may be needed by X-Aeon Solutions to complete the Working process, provided by the Client at a given date. If those dates are exceeded, X-Aeon Solutions can not be held responsible for late project completion.

Additional provisions

The validity and enforceability of this agreement will be interpreted in accordance with the laws of France, applicable to agreements entered into and performed in France. This agreement is X-Aeon Solutions and the Client entire understanding and may not be modified in any respect except in an executed agreement.

If X-Aeon Solutions must retain attorneys to collect invoices, it will be entitled to reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.