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GENERAL TERMS AND CONDITIONS OF SALE AND SERVICES – ALCHEMY

Last updated: 11 September 2026

1. OBJECT AND SCOPE

These General Terms and Conditions of Sale and Services (“GTCS”) govern the contractual relationships between the company Alchemy, publisher notably of Digital Asset Management (DAM) solutions Phrasea, Phraseane and its professional clients (“Client”).

Any order, signature or acceptance of a quote implies the Client's adherence to these GTCS, unless specific conditions expressly accepted in writing by Alchemy.

The services actually subscribed, their characteristics, duration and pricing conditions are defined in the quote, order form or applicable contract.

In case of contradiction, the specific conditions stated in the quote or contract prevail over these GTCS.

2. SERVICES AND SOLUTIONS

Alchemy offers, according to the conditions specified in the quote:

  • SaaS: provision of the Phrasea solution or other software services in a hosted environment;

  • On-Premise / Hybrid: provision of the solution for installation on the Client's infrastructure or in a hybrid environment;

  • Professional services: audit, consulting, installation, integration, migration, configuration, specific developments and support;

  • Training: training services related to the proposed solutions ;

  • Maintenance and support : corrective and evolutionary maintenance and technical assistance according to the level of service subscribed.

The precise scope of the services is that defined in the quote or contract accepted by the Client.

Any service not expressly provided for in the quote may be subject to additional billing after agreement from the Client.

3. ORDERS AND CLIENT COLLABORATION

The Client agrees to provide Alchemy with the information, access, technical means and contacts necessary for the proper execution of the services.

The deadlines communicated by Alchemy assume the Client's compliance with its own obligations, particularly the timely transmission of the necessary information, validations, content and access.

Any delay attributable to the Client may result in a corresponding shift in the execution schedule without engaging Alchemy's liability.

4. DURATION AND RENEWAL

The duration of SaaS subscriptions, maintenance services, support and other recurring services is specified in the applicable quote or contract.

In the absence of a specific provision, recurring services are subscribed for an initial period of twelve (12) months.

When a tacit renewal is provided for in the quote or contract, the service is renewed for successive periods of the same duration, unless terminated by either party under the conditions and deadlines specified in the applicable contractual document.

One-off services end upon their complete execution.

5. FINANCIAL CONDITIONS

Prices are quoted in euros excluding tax, unless otherwise stated.

Applicable taxes are charged in addition at the rate in force on the date of invoicing.

Unless otherwise provided in the quote or contract, invoices are payable within thirty (30) days from their date of issue.

Any late payment automatically incurs, without prior notice, late payment penalties at the rate provided by the applicable legal provisions, which cannot be less than three times the legal interest rate.

A fixed compensation of 40 euros for recovery costs is also automatically due for each invoice paid late. When the actual recovery costs incurred exceed this compensation, Alchemy may request additional compensation upon justification.

In the event of significant late payment, Alchemy may, after notifying the Client and subject to the applicable contractual and legal provisions, suspend all or part of the services until the amounts due are settled.

6. CLIENT OBLIGATIONS

The Client is responsible for the use of the solutions and services by its users as well as for managing their accounts and access rights.

It is particularly responsible for:

  • maintaining the confidentiality of identifiers and authentication means;

  • having the necessary infrastructure and connections when these are its responsibility;

  • using the services in accordance with applicable laws and regulations;

  • not compromising the security or operation of the services.

The Client remains solely responsible for the content, data, documents, images, videos, files and other elements that it imports, stores, processes or disseminates using the solutions.

It guarantees that it has the necessary rights and permissions for this content, particularly with regard to intellectual property rights, image rights and third-party rights.

7. INTELLECTUAL PROPERTY AND OPEN SOURCE SOFTWARE

Certain software published or distributed by Alchemy, including Phrasea, is made available under an Open Source licence.

The rights granted to the Client for this software are exclusively determined by the terms of the applicable Open Source licence for the relevant version, as stated in the software, its source code or its documentation.

These General Terms and Conditions do not aim to limit the rights granted by an applicable Open Source licence.

The trademarks, trade names, logos, graphic elements, documentation and know-how of Alchemy remain the exclusive property of Alchemy or their respective holders.

Unless otherwise stipulated in the quote or contract, the tools, components, methods, libraries, know-how and pre-existing elements used by Alchemy in the context of its services remain its property or that of their respective holders.

The regime applicable to specific developments carried out for the Client is defined, where applicable, in the corresponding quote or contract, subject to applicable Open Source licences and third-party rights.

8. SAAS, HOSTING AND AVAILABILITY

As part of the SaaS offerings, Alchemy ensures or arranges for the hosting and technical operation of the solution according to the characteristics of the subscribed offer.

Alchemy implements reasonable means to ensure the availability, security, and proper functioning of the service.

However, the service may be temporarily interrupted, particularly for maintenance, updates, security operations, or due to an event beyond Alchemy's control.

Any quantified commitments regarding availability, response times, levels of criticality, recovery times, service credits, or penalties only apply when they are expressly provided for in a Service Level Agreement (SLA) or in the contract subscribed to by the Client.

Alchemy may use technical providers and subcontractors to ensure all or part of the hosting and operation of the service.

9. MAINTENANCE AND SUPPORT

Maintenance and support services are provided according to the level of service subscribed to by the Client.

Support hours, communication channels, priority levels, response times, and any resolution commitments are those specified in the quote, contract, or applicable SLA.

Unless expressly provided for in an SLA, the communicated times are objectives for processing and not commitments to results.

Interventions necessitated by misuse, unauthorized intervention, a failing Client infrastructure, or third-party software or services may be charged separately.

10. CLIENT DATA AND REVERSIBILITY

The Client remains the owner of the data and content that it entrusts to Alchemy or that it processes using the services.

Alchemy does not acquire any ownership rights over this data solely by virtue of its hosting or processing.

Upon the termination of a SaaS service, the Client may request the return or export of its data according to the technical terms provided by the subscribed offer.

The standard export operations possibly included in the offer are specified in the documentation or the contract. Any specific service for migration, transformation, extraction, or assistance with reversibility may be subject to additional billing.

At the end of the reversibility period provided for in the contract or, failing that, after a reasonable period following the cessation of the service, Alchemy may proceed with the deletion of data still present on its systems, subject to its legal obligations and the constraints specific to backup cycles.

It is the Client's responsibility to organise the retrieval of its data before their permanent deletion.

11. PERSONAL DATA – GDPR

Each party undertakes to comply with the applicable regulations regarding the protection of personal data, notably Regulation (EU) 2016/679 ("GDPR").

When Alchemy processes personal data on behalf of the Client as part of the services, the Client acts as the data controller and Alchemy as the processor, unless a specific situation involves a different qualification.

The detailed conditions for the processing of personal data, including the purposes and categories of data processed, security measures, subsequent subcontractors, assistance methods, notification of breaches, auditing, and the return or deletion of data, are defined in a data processing agreement (DPA) when such an agreement is applicable.

12. CONFIDENTIALITY

Each party agrees to keep confidential the technical, commercial, financial, or strategic information communicated by the other party and identified as confidential or whose confidential nature reasonably arises from its nature.

This obligation does not apply to information that was already legitimately known to the receiving party, that has become public without breaching a confidentiality obligation, that has been legitimately obtained from a third party, or whose disclosure is required by law or a competent authority.

This obligation remains applicable for the duration of the contract and for three (3) years after its termination, unless a legal obligation or contractual commitment provides for a different duration.

13. LIABILITY

Alchemy is bound by an obligation of means in the performance of its services, unless expressly qualified differently in the contract.

Alchemy shall not be liable for indirect damages suffered by the Client, such as loss of revenue, loss of business, loss of clientele, loss of business opportunity, or indirect harm to reputation.

Subject to applicable mandatory provisions, Alchemy's overall liability, for all causes combined, is limited to the amount excluding taxes actually paid by the Client for the service or performance that caused the damage during the twelve (12) months preceding the triggering event.

When the service in question has been performed for less than twelve months, the liability cap is assessed in light of the amounts actually paid for this service since its commencement.

The limitations set out in this article do not apply where they are prohibited by a mandatory legal provision.

14. THIRD-PARTY SERVICES

Certain features may rely on software, infrastructure, APIs, cloud services, or other services provided by third parties.

Alchemy shall not be liable for any interruption or modification of a third-party service that is reasonably beyond its control.

When the use of a third-party service involves specific contractual conditions, the Client will be informed when necessary.

15. FORCE MAJEURE

No party shall be held liable for a breach resulting from an event of force majeure in the sense of French law.

The affected party shall inform the other party as soon as possible and implement reasonable measures to limit the consequences of the event.

If the force majeure event lasts beyond a duration that makes the reasonable continuation of the contract impossible, either party may terminate the relevant services under the conditions provided by law or the contract.

16. TERMINATION

In the event of a serious breach by one party of any of its contractual obligations, not remedied within thirty (30) days from the receipt of a written notice specifying the breach concerned, the other party may terminate the contract or the concerned service by right, without prejudice to any damages it may claim.

The termination of the contract does not affect the obligations which, by their nature, are intended to survive its expiration, notably those relating to confidentiality, intellectual property, liability and the settlement of amounts still due.

The terms of return and deletion of data are governed by the article relating to reversibility and, where applicable, by the DPA.

17. APPLICABLE LAW AND DISPUTE RESOLUTION

These GTC and the contractual relationships between Alchemy and the Client are subject to the French law.

In the event of a dispute, the parties will endeavour to seek an amicable solution beforehand.

WHEN THE CLIENT HAS CONTRACTED AS A TRADER, ANY DISPUTE RELATING TO THE FORMATION, INTERPRETATION, EXECUTION OR TERMINATION OF THE CONTRACT THAT HAS NOT BEEN RESOLVED AMICABLY SHALL FALL UNDER THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF PARIS, INCLUDING IN THE EVENT OF MULTIPLE DEFENDANTS OR A CALL FOR GUARANTEE.

In other cases, the legal rules of jurisdictional competence shall apply.