Terms of Business
Last updated: 6 August 2026
1. Who these terms are for
These terms govern every contract between STE PredOpt SUARL ("PredOpt", "we") and its customers ("you") for software development, integration and consulting services. We contract with businesses only — entrepreneurs, legal persons under public law and public special funds. We do not contract with consumers, and nothing on this site is an offer to one. If you are ordering as a private individual, please do not place an order. Your own general terms do not apply, even if we do not object to them and perform the contract with knowledge of them. They apply only where we have accepted them in writing.
2. What we provide
We build, integrate and operate software, and we advise on operational processes. What we owe in any particular case is fixed by the offer you accepted — its scope of work, its deliverables and its dates — not by anything on this website. Descriptions of services on this site, in the operations diagnostic and in any generated report are illustrative. They are not a guarantee of a particular result, and they do not form part of any contract unless the offer says so.
3. How a contract is formed
Our offers are non-binding until accepted. A contract comes into existence when you accept an offer in writing or through the acceptance link in the offer we sent you, or when we begin performing at your request. An accepted offer, together with these terms, is the whole agreement. Where the two conflict, the offer wins. The person accepting warrants that they are authorised to bind the organisation named on the offer.
4. What we need from you
Delivery depends on you. You will give us, in good time and free of charge, the information, data, test material, systems access, named contacts and decisions the work needs, and you will keep a competent contact person available to answer questions. Content you supply must be lawful and free of third-party rights that would prevent us using it for the project. You are responsible for backing up your own data before we touch a live system. If we are held up because something we asked for did not arrive, agreed dates shift by the length of the delay plus a reasonable restart period, and we may charge for the standby time at our normal rates.
5. Delivery and acceptance
Dates are estimates unless the offer marks them as binding. We may deliver in stages where the offer provides for it. Where the work is a defined deliverable, you will examine it within fourteen days of handover and either accept it or list the defects in writing. If you do not respond within that period, or if you put the deliverable into productive use, it counts as accepted. Minor defects that do not materially impair use do not entitle you to refuse acceptance.
6. Prices, invoices and payment
Prices are net, in the currency stated on the offer, and exclude VAT and any other applicable tax, which is added at the rate in force on the invoice date. Unless the offer says otherwise, invoices are payable within fourteen days of the invoice date, without deduction. Time-and-materials work is invoiced monthly in arrears; fixed-price work is invoiced against the milestones in the offer. If you do not pay on time we may charge default interest at the statutory rate for business transactions and suspend further work after giving you notice. Bank charges and currency conversion costs on your side are yours. Expenses agreed in advance — travel, third-party licences, hosting bought in your name — are passed through at cost.
7. Rights in what we build
On full payment of the fees for the deliverable concerned, you receive a permanent, non-exclusive, transferable right to use, modify and have modified that deliverable for your own business purposes, in the territory the offer specifies or worldwide if it specifies none. Until the invoice is paid in full, we keep all rights and you may use the deliverable only for evaluation. We keep ownership of everything we brought with us or developed independently: our tools, libraries, frameworks, templates and general know-how. Nothing in a contract stops us reusing the skills, methods and generic components we used on your project for other customers. Where a deliverable contains such material, you receive a non-exclusive licence to use it as part of that deliverable. Third-party and open-source components are supplied under their own licences, which we will identify on request.
8. Confidentiality
Each of us will keep the other's confidential information confidential, use it only for the contract, and disclose it only to people who need it and are under a comparable duty. This survives the end of the contract by three years. It does not apply to information that is public without a breach, that the receiving party already had, that it develops independently, or that it must disclose by law or court order — in which case it will tell the other party first where it lawfully can. We may name you as a customer and describe the work in general terms in our references. Anything more specific — figures, screenshots, your logo — needs your written consent, and you can withdraw it for future use at any time.
9. Data protection
Each party is responsible for its own compliance with data protection law. How we handle data collected through this website is described in our Privacy Policy. Where performing the contract means we process personal data on your behalf, we will conclude a data processing agreement with you under Art. 28 GDPR before that processing begins. Where transfers outside the EEA are involved, that agreement will set out the transfer mechanism. We do not use your production data for any purpose other than performing the contract, and we do not use it to train models.
10. Defects
We warrant that the work will materially conform to the specification in the offer. If it does not, tell us in writing with enough detail to reproduce the problem, and we will fix or re-perform it within a reasonable period. If two attempts to fix a defect fail, you may reduce the fee or, where the defect is material, withdraw from the affected part of the contract. The warranty period is twelve months from acceptance. It does not cover defects caused by changes you or a third party made without our agreement, by use outside the specified environment, or by defective material you supplied. We do not warrant that software will run uninterrupted or error-free. No software of any complexity does.
11. Liability
We are liable without limit for damage caused intentionally or by gross negligence, for injury to life, body or health, under any applicable mandatory product liability law, and to the extent we have given a guarantee. For ordinary negligence we are liable only where we breach an obligation that is essential to the contract and that you were entitled to rely on being met, and then only for the foreseeable damage typical for this kind of contract. That liability is capped, per contract, at the fees paid under it in the twelve months before the event. We are not liable for indirect or consequential loss, lost profit, lost savings or loss of data, except where the data loss would have been avoided by the backups you were responsible for. Nothing in this section shifts the burden of proof to your disadvantage. These limits apply equally to our employees, agents and subcontractors.
12. Term and ending the contract
A project contract ends when the work is delivered and accepted. Ongoing services run for the term stated in the offer, and unless it says otherwise renew for successive periods of the same length unless either of us gives notice one month before the end of the current period. Either of us may terminate for cause without notice — in particular for a material breach that is not cured within a reasonable period after written warning, or if the other becomes insolvent. Notice must be in text form; email is enough. On termination you pay for work performed up to that point. We will hand over the work in progress and, on request and at your cost, help you migrate.
13. Changes to these terms
We may change these terms for future contracts. The version in force is the one published here when you accepted the offer, and we archive superseded versions. Changes never apply retroactively to a contract already formed.
14. Governing law and jurisdiction
These terms and any contract under them are governed by the law of the Republic of Tunisia, excluding its conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods. The place of performance and the exclusive place of jurisdiction for all disputes is Ariana, Tunisia, to the extent you are a merchant, a legal person under public law or a public special fund. We remain entitled to sue you at your own general place of jurisdiction. This clause does not displace any provision of the law of your own country that applies regardless of the law chosen here.
15. If part of this is unenforceable
If a provision of these terms is or becomes invalid, the rest stays in force. The invalid provision is replaced by the enforceable one that comes closest to what it was meant to achieve. The same applies to any gap.
Who you are contracting with
STE PredOpt SUARL 58 Avenue d'Afrique, El Menzeh 5, 2091 Ariana, Tunisia Matricule Fiscal: 1846981/F Managing Director: Ahmed Ben Hadj Yahia contact@predoptai.com