Terms & Conditions.
Dernière modification : 13 février 2019
Art.1
Scope – Enforceability
These Terms & Conditions (“T&C”) apply to all services (“Services) contracted from Agence Ambassador (the “Service Provider”) by any professional client (the “Client”), subject to the conditions set out in the Quote. The main Services provided are:
– Social Wall : Social media and hashtag aggregation solution developed by the Service Provider. The Social Wall is sold as a service for the duration stated in the Quote, which also indicates any additional Services to be provided.
– Bornes Photos : Photo Kiosks Adaptable and connected photo kiosks. The Photo Kiosks are rented for the duration stated in the Quote, which also indicates any additional Services to be provided.
– Digital Design: Consulting and web development services.
Art.2
Quote
A quote (the “Quote”) shall be drawn up for any Client request and is valid for two weeks.
The Quote is based on the information provided by the Client. If this information is modified, the Quote may be changed, in particular the financial conditions and turnaround times.
The Client’s approval of the Quote shall constitute an agreement between the parties for the duration necessary to provide the Services or, as the case may be, for the duration indicated in the Quote.
Art.3
Collaboration
The Client shall work with the Service Provider to provide their full support in providing the Services. In particular, the Client shall communicate all necessary or useful information in a timely manner to carry out the Services as well as any additional elements as required by the Service Provider (graphics, files, printing approval, etc.).
Art.4
Service Provider obligations
The Service Provider shall strive to carry out the Services according to the agreed upon conditions.
The Client’s approval of the elements produced by the Service Provider (documents, models, files, etc.) and their transfer to a third party for use or dissemination (online or offline) shall be considered definitive approval without reservations of the corresponding Services.
Computer-based elements produced specifically for the Client as part of the Services shall be guaranteed free of anomalies for three months from their receipt. The Service Provider shall correct any observed anomaly, upon the condition that it be reproducible, in a timely fashion, excluding damages and interest. This guarantee is void in the event the Client or a third party modifies the abovementioned elements or their environment in any way.
The Service Provider is free to contract out some or all of the Services to a third party of its choosing, with the understanding that it remains exclusively responsible to the Client for the Services.
Any action taken by the Client with regard to the Services shall lapse after one year.
Art.5
Risks
The Client shall assume the risks related to the elements at its disposal as part of the Services, namely the Photo Kiosks, for the entire duration they are at their disposal.The Client is responsible for taking out any specific insurance coverage it deems necessary.
The value of a Photo Kiosk is €9,500 excluding tax.
Art.6
Pricing and invoicing
The Services are invoiced at the quoted price, to which the applicable VAT rate is added in accordance with the conditions in the Quote.
The initial down payment as indicated in the Quote is invoiced when the Client accepts the Quote. It must be paid upon receipt of the invoice and before the Services are carried out or any costs are incurred by the Service Provider.
A quote will be drawn up for special costs to be approved by the Client. Costs for travel, accommodations and/or delivery incurred by the Service Provider to provide the Services shall be immediately reimbursed by the Client upon submission of the corresponding documentation.
Any Service ordered by the Client that is not included in the Quote shall be invoiced at the current rate.
Art.7
Payment
Invoices are payable within 30 days without any discount, except for invoices for an initial down payment which are payable upon receipt.
Any payment received shall be applied to the earliest sums due.
Failure to pay an invoice by the due date shall lead to close-out netting of all outstanding invoices and incur late penalties at the rate set out in Article L.441-6 of the French Commercial Code, with capitalization of interest, in addition to the flat fee of 40 euros as set out in Article D.441-5 of the French Commercial Code.
The Service Provider reserves the right to suspend the provision of the Services until payment in full is received from the Client for all sums due.
In the event a payment is more than 30 days overdue, the Service Provider shall have the right to immediately terminate the agreement between the parties, without prejudice of any damages and interest.
Depending on the Client’s legal or financial situation, the Service Provider reserves the right to demand a guarantee or upfront payment for the Services.
Art.8
Intellectual property
The property rights related to the productions created specifically for the Client as part of the Services (the “Productions”) shall be transferred to the Client for the use, duration and territory as set out in the Quote following full payment of all sums due by the Client for the Services.
Where necessary, the Quote shall indicate the transfer price for these rights. Otherwise, the price is included in the price of the Services.
The Client is responsible for submitting the necessary declarations to relevant collective management companies (SACEM, SACD, etc.) to exploit the transferred rights and paying the corresponding fees.
Rights associated with any Productions not used by the Client shall not be transferred.
The transfer of rights (copyrights, ancillary rights, image rights, etc.) held by third parties associated with the Productions shall be subject to a specific quote.
Any other guarantee than those set out in Article 4 above is expressly excluded.
As part of its promotional activities, the Service Provider is free to reproduce and represent the Productions and cite the Client for commercial purposes.
Art.9
Liability
The Service Provider’s liability is expressly limited to the repair of direct material damages, excluding all immaterial, indirect and/or consequential losses (namely and without limitation, loss of opportunity, turnover loss, operating loss, commercial prejudice, loss of data, damage to reputation), subject to applicable laws and regulations.
Moreover and in all cases where the law allows for such limitation, the annual overall liability of the Service Provider within the framework of providing the Services is expressly limited to the sums paid by the Client for such Services during the relevant year.
The Client is exclusively liable for (i) complying with applicable laws for its activity, (ii) all elements and/or information communicated to the Service Provider, (iii) the reproduction and representation of content on the Social Wall and (iv) the exploitation of collected data. The Client shall not hold the Service Provider liable in these respects.
Art.10
Force majeure
The Service Provider shall not be held liable in the event that provision of the Services is affected by an event outside its control, namely due to a third party, upon the condition that it immediately informs the Client by any means possible.
If the Services cannot be provided as agreed upon, the Service Provider and the Client shall negotiate in good faith a postponement or revised conditions for the Services.
Art.11
Personal data
The Client is responsible for making all necessary declarations to the French Data Protection Authority (CNIL) with regard to data collected for its account by the Service Provider in order to provide the Services.
Art.12
Confidentiality & loyalty
The Service Provider and the Client shall keep confidential all information to which they have access as part of their relationship and with regard to other parties (especially, but not limited to, their company, projects, clients, strategy, rates, etc.), excluding those in the public domain.
They shall not publicly criticize their relationship.
These commitments shall remain in effect after their relationship ends, for any reason whatsoever.
Art.13
Applicable law & competent jurisdiction
The Services provided are subject to French law.
In the event of a dispute between the Client and the Service Provider as part of their relations, the competent jurisdiction shall be the Paris Cour d’appel.
OuiBeat
SARL with a capital of 3.000 euros
84, avenue de la République 75011 Paris
802 343 939 RCS PARIS