Terms and Conditions of Sale
B2B Terms and Conditions — Datafirefly Limited
Version 3.1
Effective: 2026-05-10
This English version prevails in case of any divergence with the French translation.
1. Definitions
In these Terms:
- "Datafirefly" or "DF Ltd" means Datafirefly Limited, a private company limited by shares incorporated in Ireland under Companies Registration Office (CRO) number 810100, with registered office at 15A Main Street, Blackrock, Dublin, A94 T8P8, Ireland.
- "Customer" means any legal entity or professional that has subscribed to a Datafirefly Service via electronic signature of a quote, invoice acceptance, or online subscription.
- "Services" means any product or service supplied by Datafirefly, including without limitation: e-commerce modules, SaaS applications, custom integrations, technical consulting, hosting, training.
- "Subscription" means a Service with recurring billing (monthly, quarterly or annual).
- "Fixed-term Contract" means a Subscription with a minimum commitment period (12 months unless otherwise specified), as defined in §6.
- "Standard Subscription" means a Subscription terminable at any time with no minimum commitment period.
- "Terms" means these B2B Terms and Conditions.
2. Purpose and acceptance
2.1 These Terms govern all contractual relations between Datafirefly and the Customer, to the exclusion of any other terms (notably the Customer’s general purchasing conditions).
2.2 The Customer acknowledges having read and unreservedly accepts these Terms by: (a) electronic signature of a quote, (b) payment of an invoice, (c) use of the Services, or (d) online subscription. Acceptance may be evidenced by any means, in particular through Advanced Electronic Signature (AES) under Regulation (EU) No 910/2014 (eIDAS).
2.3 Datafirefly reserves the right to modify these Terms. Any material modification is notified to the Customer by e-mail at least thirty (30) days before its effective date. The Customer may terminate ongoing Subscriptions within this period at no cost; failing termination, the new Terms apply.
3. Services and Datafirefly’s obligations
3.1 Datafirefly undertakes to provide the Services with the diligence and skill reasonably expected of an industry professional, in compliance with the Sale of Goods and Supply of Services Act 1980 (§39, §40 implied warranties).
3.2 Datafirefly endeavours to ensure SaaS Services availability of 99% on a monthly basis, excluding announced scheduled maintenance and force majeure events (see §11).
3.3 Datafirefly is not liable for downtime resulting from: (a) failure of the Customer or its providers (hosting, ISP, browser), (b) scheduled maintenance, (c) force majeure, (d) non-compliant use by the Customer.
4. Pricing and invoicing
4.1 The applicable prices are those indicated in the quote or invoice accepted by the Customer. Unless otherwise stated, prices are net of taxes (excl. VAT); applicable VAT is added according to the Customer’s tax regime.
4.2 Datafirefly Limited currently benefits from the VAT small enterprise exemption (Section 6, VAT Consolidation Act 2010, Ireland) — no VAT is charged on Services. This statement is subject to change if DF Ltd exceeds the €42,500 threshold and obtains a VAT registration.
4.3 Unless otherwise stated, invoices are payable net 30 days from issue date, by bank transfer or via the offered payment methods (Stripe, Wise).
4.4 Late payment automatically incurs, without prior notice, late payment interest at the European Central Bank rate plus 8 percentage points, in accordance with Statutory Instrument 580/2012 (transposing Directive 2011/7/EU on combating late payment in commercial transactions). A flat-rate compensation for recovery costs of €40 is also due per unpaid invoice.
5. Standard Subscriptions
5.1 A Standard Subscription is terminable at any time by the Customer, without fees or penalties.
5.2 Termination takes effect at the end of the current billing period. Access to the corresponding Services is preserved until that date.
5.3 No prorated refund of the current billing period is due, unless required by mandatory law.
5.4 Termination is performed via: (a) the Stripe Customer Portal, (b) an e-mail to support contact@datafirefly.com, or (c) any other contractually provided channel.
6. Fixed-term Contracts (minimum commitment subscriptions)
6.1 Definition and commitment. A Fixed-term Contract entails a Customer commitment for a minimum period of twelve (12) months from the first billed period. The engagement type is clearly identified on the signed quote or initial invoice. By signing, the Customer expressly acknowledges and accepts this minimum commitment and its consequences in the event of early termination.
6.2 Commercial justification. A Fixed-term Contract corresponds to a specific resource allocation by Datafirefly for the Customer’s benefit (custom development, dedicated environments, specific integrations, training, prioritised support). This allocation represents a committed cost that Datafirefly cannot redeploy without prejudice. The Fixed-term Contract thus protects a legitimate commercial interest within the meaning of applicable case law (notably Cavendish Square Holding BV v Makdessi [2015] UKSC 67, principle adopted under Irish law).
6.3 Early termination fee. In the event of termination by the Customer before the end of the 12-month commitment period, the Customer owes Datafirefly an early termination fee equal to the unpaid monthly amounts for the remainder of the commitment period. Calculation: monthly amount × number of months remaining until end of commitment period.
Example: Fixed-term Contract at €199 excl. VAT/month signed on 1 March, terminated on 1 May. Months paid: 2 (March, April). Months remaining: 10. Termination fee = 10 × €199 = €1,990 excl. VAT, due on the termination date.
6.4 Payment terms of the fee. The fee is invoiced separately (Termination Invoice), due on the termination date. Datafirefly may automatically charge the registered payment method (credit card via Stripe), in accordance with the recurring payment mandate accepted at subscription (PSD2 consent).
6.5 Nature of the fee. The Parties expressly acknowledge that the early termination fee:
(a) is not a penalty clause within the meaning of equivalent principles under Irish law nor under Article 1231-5 of the French Civil Code;
(b) constitutes a liquidated damages clause reflecting a real economic cost for Datafirefly;
(c) protects a legitimate commercial interest of Datafirefly (resource allocation based on the commitment);
(d) is proportionate to that interest and does not represent a disproportionate penalty.
6.6 Exceptions — termination without fee. The fee does not apply in case of termination for:
(a) Material breach by Datafirefly not remedied within thirty (30) days of written notice from the Customer;
(b) Force majeure lasting more than sixty (60) consecutive days (see §11);
(c) Datafirefly insolvency: opening of insolvency proceedings, dissolution, or cessation of activity;
(d) Any other ground expressly recognised by mandatory provisions of Irish law or the law applicable to the Customer in B2B context.
6.7 Tacit renewal. Unless terminated in writing (e-mail to support is sufficient) at least thirty (30) days before the expiry of the initial commitment period, the Fixed-term Contract is automatically renewed for successive twelve (12) month periods, each subject to the provisions of this §6.
6.8 Termination for Customer breach. In the event of Customer breach (notably payment, compliance of use), Datafirefly may suspend then terminate the Fixed-term Contract after fifteen (15) days unsuccessful formal notice. In such case, the early termination fee remains due.
7. Intellectual property
7.1 All intellectual property rights relating to the Services (source code, trademarks, logos, content, documentation) remain the exclusive property of Datafirefly, subject to third-party rights (open source software, providers).
7.2 Datafirefly grants the Customer a non-exclusive, non-transferable licence, limited to the duration of the Subscription, for the use of the Services within its professional activity.
7.3 The Customer retains ownership of its data and content (Customer Data) hosted or processed via the Services. Datafirefly refrains from any exploitation for purposes other than the provision of the Services.
8. Confidentiality
8.1 Each Party undertakes to keep confidential all non-public information exchanged in the performance of the contract (commercial, technical, financial information, customer data).
8.2 This obligation continues for the duration of the contract and three (3) years after its end.
8.3 The obligation does not apply to information that: (a) is already public, (b) was known by the receiving Party before disclosure, (c) was legitimately disclosed by a third party, (d) is required by judicial or administrative authority.
9. Personal data protection (GDPR)
9.1 The Parties comply with Regulation (EU) 2016/679 (GDPR) and the Data Protection Act 2018 (Ireland).
9.2 Where Datafirefly processes personal data on behalf of the Customer (Processor under GDPR), a separate Data Processing Agreement (DPA) is entered into, in compliance with Article 28 GDPR.
9.3 Datafirefly implements appropriate technical and organisational measures (encryption, access control, logging, backups) to protect the personal data processed.
9.4 The Customer warrants having the right to transmit personal data to Datafirefly and having obtained the necessary consents from data subjects.
10. Limitation of liability
10.1 Liability cap. Datafirefly’s total cumulative liability towards the Customer, on any grounds whatsoever, is limited to the amounts actually paid by the Customer to Datafirefly during the twelve (12) months preceding the event giving rise to the damage.
10.2 Exclusion of indirect damages. Datafirefly is in no event liable for indirect, immaterial or consequential damages: loss of opportunity, loss of profit, loss of revenue, loss of clientele, loss of data (except gross negligence characterised), damage to reputation.
10.3 Exceptions. The limitations of this §10 do not apply in cases of: (a) gross negligence or wilful misconduct of Datafirefly, (b) personal injury or death, (c) breach of §9 obligations (GDPR) attributable to Datafirefly.
10.4 Mitigation. The Customer undertakes to take all reasonable measures to limit its damages (backups, business continuity plan, alerts).
11. Force majeure
11.1 No Party is liable for a breach of its obligations resulting from a force majeure event within the meaning of applicable case law, notably: natural disaster, war, terrorist attack, pandemic, general strike, major failure of public infrastructure (electricity, telecommunications), governmental decision, major outage of a critical third-party provider (AWS, Stripe, etc.) beyond the reasonable control of the affected Party.
11.2 The affected Party notifies the other Party without delay. The affected obligations are suspended for the duration of the event.
11.3 If the force majeure persists beyond sixty (60) consecutive days, either Party may terminate the contract without compensation, by written notice.
12. Notices
12.1 Any notice under these Terms is validly effected by e-mail:
- To Datafirefly:
contact@datafirefly.com(with copy tosasha@datafirefly.comfor formal notices). - To the Customer: to the e-mail address provided at subscription or to the main account e-mail address.
12.2 A notice is deemed received on the business day following its sending, except in case of contrary evidence (server delivery rejection).
13. Governing law and jurisdiction
13.1 These Terms are governed by Irish law, excluding its conflict of laws rules.
13.2 Any dispute relating to the interpretation, performance or termination of these Terms is submitted to the exclusive jurisdiction of the courts of Dublin, Ireland, after a prior amicable resolution attempt of thirty (30) days.
13.3 The Parties may agree on an alternative dispute resolution mode (mediation, ICC Dublin arbitration) by written agreement.
14. Severability
14.1 If a provision of these Terms is held invalid, illegal or unenforceable by a competent court, that provision is deemed unwritten and the other provisions retain their full effect.
14.2 The Parties endeavour in good faith to replace the invalid provision with a valid one producing equivalent economic effects.
15. Entire agreement
15.1 These Terms, together with the signed quote and any annex (DPA, SLA, particular conditions), constitute the entire agreement between Datafirefly and the Customer concerning the Services.
15.2 Any modification must be in writing signed by the Parties (a confirmed e-mail exchange is sufficient for minor modifications).
15.3 In case of divergence between the Terms and a particular quote or contract, the particular quote or contract prevails, provided it is signed by an authorised representative of Datafirefly.
16. Legal mentions
Datafirefly Limited
Private Company Limited by Shares incorporated under Irish law
CRO Number: 810100
Registered office: 15A Main Street, Blackrock, Dublin, A94 T8P8, Ireland
E-mail: contact@datafirefly.com
Website: https://datafirefly.com
VAT regime: small enterprise exemption (Section 6, VAT Consolidation Act 2010)
Share capital: €100 (100 shares × €1)
Director: Sasha El Mogherbi (IPN 5033475)
Last updated: 2026-05-10 — Version 3.1
Previous version (v3.0, 2026-04-18): archived, applicable to contracts signed before 2026-05-10.