Terms of Sales
At the 02/01/2023
Terms of Sales for
Marie-Eline Chevance EI company
Article 1 - Scope of application
These General Terms and Conditions of Sale apply, without restriction or reservation, to any purchase by the customer (the “Customer”) of services (the “Services”) offered by the micro-enterprise Marie-Eline Chevance, sole proprietorship, located 5B boulevard Henri Barbusse, 78210 St Cyr l’Ecole, whose SIRET number is 94829712200012, under the conditions defined below. The Service Provider specialises in search engine optimisation (SEO) and website creation and offers, in particular, SEO strategy services, WordPress website creation services and training services. The Customer is required to read these terms and conditions of sale (the “Terms and Conditions”) before formally entering into a contract with the Service Provider. The Customer therefore declares that it has read these General Terms and Conditions of Sale, expressly accepts them without restriction or reservation and waives the right to rely on any contradictory document, in particular its own general terms and conditions, unless the Parties agree otherwise. As these General Terms and Conditions of Sale may be subject to subsequent amendment by the Service Provider, it is expressly agreed that the version applicable to the Services provided by the Service Provider to the Customer is that in force on the date the Order is placed, as defined in Clause 2 below. The Customer and the Service Provider are hereinafter referred to as the “Parties”.
Article 2 – Order - Quotation
2.1. For each order (the “Order”), the Service Provider shall draw up a quotation (the “Quotation”) specifying the Services to be performed and their price. The Quotation shall be returned by the Customer to the Service Provider duly signed, by email or by post, by an authorised representative of the Customer, dated and accompanied by the words “bon pour accord” and the company stamp. By signing the Quotation, the Customer acknowledges and accepts these General Terms and Conditions of Sale without restriction or reservation.
2.2. The Quotation issued by the Supplier is valid until the date indicated on the Quotation (generally the period of validity is one month). Once the Quotation has been signed by the Customer, the Order may not be modified except with the express agreement of the Supplier. Where applicable, any amendment to the Quotation will be evidenced by the Customer signing an additional specific Quotation with a possible price adjustment. The deadline for completion of the Services initially announced by the Service Provider may be extended if the Service Provider considers this necessary in the light of the changes made.
2.3. All Orders are subject to the payment of a deposit of 30% of the total price of the Order shown on the Quotation.
2.4. If the Customer cancels the Order after it has been accepted by the Supplier, for any reason whatsoever other than force majeure, the deposit paid with the Order, as defined in clause 2.3 above, shall automatically be forfeited to the Supplier and shall not give rise to any reimbursement whatsoever.
2.5. The Supplier reserves the right to cancel or refuse any Order from a Customer with whom there is a dispute relating to the payment of a previous Order.
Article 3 – Price
3.1. For each Order, the Customer shall pay the price (the “Price”) set out in the Quotation.
3.2. A deposit of 30% of the total amount of the Order is required on signature of the Quotation by the Customer, as set out in Clauses 2.3 and 2.4 above.
3.3. The timetable for payment of the balance shall be specified in the Quotation.
3.4. Payment of the sums due under the Order shall be made within 10 days of the date of issue of the invoice, by bank transfer to the bank account details of which appear on the Provider’s invoice.
3.5. Payments made by the Customer shall only be deemed final once the amounts due have been received by the Supplier.
3.6. Any invoice not paid by the due dates stipulated in the Quotation may give rise to the application of late payment interest at the rate of three times the legal interest rate. Late payment penalties are payable without the need for a reminder. In addition to the late payment interest, any late payment of a debt will give rise to a fixed indemnity for collection costs of 40 euros.
3.7. The Service Provider is not obliged to carry out the Services ordered by the Customer if the Customer does not pay the Price to the Service Provider in accordance with the terms and conditions set out above.
3.8. If the Customer fails to pay a single fraction of the price on the due dates stipulated in the Quotation and eight days after formal notice has been served by registered letter with acknowledgement of receipt, which has remained unsuccessful, the Order shall be cancelled by operation of law if the Service Provider sees fit. In this event, the Service Provider shall be entitled to retain the deposit referred to in Clause 3.2 above and to invoice the Customer for the Services already performed, without prejudice to any other actions that it may be entitled to bring against the Customer as a result.
Article 4 - Travel expenses
Any travel, accommodation and catering expenses incurred by the Service Provider in connection with the performance of the Services outside the Paris region will be billed to the Customer on presentation of receipts.
Article 5 – Performance of Services
The Service Provider undertakes to use its best efforts to perform the Services corresponding to the Customer’s Order within the timeframes estimated at the time of the Order. In the absence of any reservations or complaints expressly made by the Customer upon receipt of the Services, the latter shall be deemed to comply with the Order. The Customer shall have a period of 72 hours from the date on which the Services are provided in which to express any reservations or complaints, in writing, to the Service Provider, together with all supporting documentation. No claim will be validly accepted if the Customer fails to comply with these formalities and deadlines. In the event of a valid complaint being made by the Customer and duly substantiated in accordance with the characteristics of the Order, the Service Provider will make the rectifications requested by the Customer, insofar as possible, as quickly as possible and at no additional cost. The Services will be invoiced in accordance with the amounts and at the times set out in the Quotation. Under no circumstances may the Customer claim a total or partial refund of the amount paid for the Services.
Any other requests for modifications, developments or adjustments requested by the Customer which go beyond the scope of the Order will be the subject of a new Quotation and additional invoicing by the Service Provider, subject to the latter’s express agreement to carry them out. These any such requests will necessarily have an impact on the timeframe for completion of the Services stipulated in the Quotation, which the Customer expressly accepts.
Article 6 – Obligation of the Parties
6.1 Obligations of the Service Provider
In view of the nature of the Services provided, the Service Provider’s obligation is an obligation of means. The Service Provider undertakes to perform the Services in accordance with good practice and in compliance with the applicable legal and regulatory provisions. The Service Provider undertakes to perform its obligations diligently and to use all its know-how, skills and human and material resources necessary to carry out the Services entrusted to it. The Service Provider reserves the right to subcontract all or part of the performance of the Order. In this case, it shall remain liable to the Customer for the proper performance of the Order and the Services. The Supplier undertakes to take out civil liability insurance with a solvent company. The Service Provider undertakes not to communicate to any third party, directly or indirectly, all or any part of the information of any nature whatsoever, whether personal, commercial, industrial, technical, financial, nominative, etc., which may have been communicated to it by the Customer or of which it may have become aware during the performance of the Services.
6.2 Obligations of the Customer
The Customer undertakes to provide the Service Provider, within the agreed deadlines, with all the information and documents required for the proper performance of the Services and for a proper understanding of the problems posed. In addition, the Customer undertakes:
● to take decisions within the agreed timescales and to obtain the necessary hierarchical approvals ;
● to appoint a correspondent with decision-making powers;
● to ensure that the key contacts and the Service Provider’s correspondent are available throughout the performance of the Order,
● to notify the Service Provider directly of any difficulties that may arise in connection with the performance of the Order.
Consequently, the Service Provider may not be held liable for any delay or damage resulting from the inadequacy of the information and documents provided by the Customer.
Article 7 – Limitation of liability
Each of the Parties shall be liable to the other for any breach of its obligations under these General Terms and Conditions of Sale. The Service Provider’s liability, if proven, shall be limited to one half of the total amount, exclusive of tax, actually paid by the Customer for the Order in question, in order to cover claims of any kind (including interest and costs), regardless of the number of actions, grounds invoked, or parties to the disputes. Furthermore, the Service Provider may not be held liable for any damage caused by:
● any act, intervention, misconduct, malice attributable to the Customer or to the intervention of a third party,
● a failure by the Customer to comply with the obligations incumbent upon him,
● an error in the Order or the Services caused by or originating from a lack of information or erroneous information provided by the Customer,
● a delay caused by the Customer which makes it impossible to meet the agreed deadlines,
● facts and/or data which do not fall within the scope of the Services, and/or which are not an extension thereof,
● incorrect implementation by the Customer of the Service Provider’s recommendations or failure to take account of the Service Provider’s reservations,
● the Customer’s failure to comply with the Provider’s written recommendations,
● any delay attributable to the intervention of a third party in the performance of the Service.
The Service Provider may not be held liable for damage of any kind, whether physical, material or immaterial, which may be caused by the Customer’s installations. The Service Provider shall not be liable for indirect damage of any nature whatsoever, nor for loss of profit or anticipated profits, nor for the financial consequences of any actions brought by third parties against the Customer.
Article 8 - Unforeseen
The Parties declare that, in view of the period of negotiations that preceded the Order, they expressly waive their right to avail themselves of the provisions of Article 1195 of the French Civil Code and the unforeseeable circumstances provided for therein, and undertake to fulfil their obligations even if the contractual balance is upset by circumstances that were unforeseeable when the Order was concluded, even if their performance proves excessively onerous, and to bear all the economic and financial consequences thereof.
Article 9 - Force majeure
The Parties may not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, is the result of a case of force majeure, within the meaning of article 1218 of the French Civil Code. The Party observing the event must immediately inform the other Party of its inability to perform its service and justify this to the latter. The suspension of obligations shall under no circumstances be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages or penalties for delay. Performance of the obligation shall be suspended for the duration of the force majeure if it is temporary and does not exceed thirty (30) days. Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the Parties will make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the Party prevented will notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or by any extrajudicial act. If the impediment is definitive or exceeds a period of thirty (30) days, the Order may be cancelled outright.
Article 10 – Termination of the Order for serious non-performance
The Order may be terminated in advance, before its completion, by either of the Parties solely in the event of a serious breach of any of the obligations incumbent upon the other Party. Termination shall occur automatically and in full thirty (30) days after formal notice has been served on the defaulting Party by registered letter with acknowledgement of receipt indicating the intention to enforce this clause and which has remained without effect.
Article 11 –References
The Customer authorises the Service Provider, once the Services have been completed, to quote its name as a reference and to accompany this quote, where applicable, with a generic description of the Services carried out.
Article 12 - Intellectual property
12.1. Property rights of the Service Provider
The Customer acknowledges that the Service Provider performs the Service in particular thanks to its know-how, methodology, techniques and creative ideas, concepts, models and other specific tools specially designed for the performance of the Services, of which it will retain exclusive ownership.
12.2. Customer’s property rights
The Customer remains the owner of the intellectual property rights for all the elements it provides (logotype, texts, images, logos, graphics, photos, audio or video files, files and databases, software, etc.) to contribute to the performance of the Services. The Customer guarantees that it has all the necessary rights and/or authorisations attached to these elements, and that it will indemnify the Service Provider against any claim from a third party who claims to have an intellectual or industrial right to any of the elements that the Customer has asked the Service Provider to incorporate into the Services. The Customer shall be the owner of the exploitation rights to all the Services, whatever the media, specifically and exclusively developed on its behalf in application of these General Terms and Conditions of Sale, for the entire world and for the duration of the protection of intellectual property rights, subject to full payment of the related Order in accordance with the terms and conditions set out in these General Terms and Conditions. If payment is not made in full, the Service Provider shall have the right to reclaim the documents and work delivered to the Customer, regardless of the medium used.
Neither party may mention or use the name, denomination, trademarks and logos or other designations, whether commercial or not, of the other party without the latter’s prior written consent. Notwithstanding the foregoing, the Service Provider may make use of the Customer’s name, trade name, trademarks and logos during the term of the contract to the extent strictly necessary for the performance of the Services, including in proposals for subsequent services.Customer’s property rights
Article 13 – Personal data
The information collected about the Customer is processed by the Service Provider and is essential for processing the Customer’s order and issuing invoices. This information and personal data is also kept for security purposes, in order to comply with legal and regulatory obligations. It will be kept for as long as is necessary for the performance of the Services and any guarantees that may apply at the end of the Services. The contact details of the person responsible for processing the Service Provider’s data are :
Postal address: 5B boulevard Henri Barbusse, 78210 St Cyr l’Ecole, France
Telephone number: +33 6 19 59 30 06
Email address: email@example.com
Access to personal data will be strictly limited to employees of the data controller who are authorised to process such data by virtue of their duties. The information collected may be communicated to third parties bound to the Service Provider by contract for the performance of sub-contracted tasks, without the Customer’s authorisation being necessary. In accordance with the French Data Protection Act no. 78-17 of 6 January 1978, as amended by Act no. 2004-801 of 6 August 2004, and with European Regulation no. 2016/. 679, the Customer has the right to access, rectify, delete and port data concerning him or her, as well as the right to object to the processing on legitimate grounds. These rights may be exercised by contacting the data controller at the postal or e-mail address given above, enclosing valid proof of identity. In the event of a complaint, the Customer may contact the Commission Nationale de l’Informatique et des Libertés (CNIL).
Article 14 - Applicable law - Disputes
These General Terms and Conditions of Sale and the resulting transactions between the Service Provider and the Customer are governed by and subject to French law. Any disputes arising from the transactions entered into pursuant to these General Terms and Conditions of Sale, concerning their validity, interpretation, performance, resolution, consequences or consequences and which cannot be resolved amicably between the Service Provider and the Customer, shall be submitted to the jurisdiction of the Courts of Versailles.