Terms and Conditions of Sale
ARTICLE 1 - Scope of application
In accordance with Article L 441-1 of the French Commercial Code, the present General Terms and Conditions of Sale constitute the sole basis of the commercial relationship between the Parties.
These General Terms and Conditions of Sale apply to Professional Customers, i.e. any individual or legal entity, public or private, acting for purposes within the scope of its commercial, industrial, artisanal, liberal or agricultural activity, including when acting in the name or on behalf of another professional.
The purpose of these General Terms and Conditions of Sale is to define the conditions under which Aurélie Hoarau-Michel and Maria Phieros, co-managers of SARL AM STUDIO CRÉATIF, located at 97 Rue Cendragon, 97460 Saint-Paul (SIRET: 89879581000016) ("the Service Provider") provide the following services to professional customers ("the Customer") who request them via the Service Provider's website:
Consulting & Creation of customized content in branding, copywriting and digital marketing ("Packs");
Access to training modules;
Digital products (templates, eBooks).
Hereinafter referred to as "the Service(s)".
The Service Provider and the Customer are hereinafter referred to as "A Party" or "The Parties".
They apply, without restriction or reservation, to all Services rendered by the Service Provider to Customers in the same category, irrespective of the clauses which may be included in them.
In accordance with current regulations, these General Terms and Conditions of Sale are systematically communicated to any Customer (excluding wholesalers) who requests them, to enable them to place an order with the Service Provider. They are also communicated to any Customer prior to the conclusion of a single agreement as referred to in articles L 441-3 et seq. of the French Commercial Code, within the legal deadlines.
Any order for Services implies the Customer's acceptance of these General Terms and Conditions of Sale and of the general terms and conditions of use of the Service Provider's website for electronic orders.
The information contained in the Service Provider's catalogs, brochures and price lists is given for information only and may be revised at any time.
The Service Provider is entitled to make any changes it deems necessary.
In accordance with current regulations, the Service Provider reserves the right to derogate from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Customer, by drawing up Special Terms and Conditions of Sale.
ARTICLE 2 - Orders
2-1 Placing an order
As orders are placed exclusively on the Internet, the registration of an order on the Service Provider's website is carried out in the following manner:
Add the service the Customer wishes to order to a basket;
Complete the payment form;
Completion of online payment;
Acceptance of these General Terms and Conditions of Sale by ticking the appropriate box; and
Confirmation of the order.
The customer has the opportunity to check the details of his order, its total price and to correct any errors before confirming his acceptance (article 1127-2 of the French Civil Code). Confirmation implies acceptance of these General Terms and Conditions of Sale in their entirety, and constitutes proof of the sales contract.
Acceptance of the order is confirmed by e-mail.
The data recorded in the Service Provider's computer system constitutes proof of all transactions concluded with the Customer.
2-2 Order modification and cancellation
No modification or cancellation of the order may be requested by the Customer, particularly in view of the immediate access to the Services offered by the Service Provider (online training offer), as soon as the order has been validated.
In this respect, it is hereby specified that no refund may be requested by the Customer once the order has been validated by the Service Provider.
ARTICLE 3 - Prices
Services are provided at the Provider's rates in effect on the day the order is placed, according to the price indicated by the Provider on its website and accepted as such by the Customer, as indicated in the "Orders" article above.
Prices are net and include VAT.
An invoice is drawn up by the Service Provider and sent to the Customer by e-mail when the Services are provided.
ARTICLE 4 - Terms of payment
4-1. Payment terms
The price is payable in cash in full prior to the provision of the Services ordered, under the conditions defined in the article "Terms and conditions of provision of Services" below, and as indicated on the invoice sent to the Customer.
However, in the context of one-off commercial operations carried out at the sole discretion of the Service Provider, the Service Provider may give the Customer the option of paying the price of the Services in three (3) instalments, within a maximum period of three (3) months, in equal monthly instalments, under the conditions set out in the article "Terms and conditions of provision of Services" below, and as specified on the invoice sent to the Customer.
For example, if an order is placed on February 10, the first instalment will be paid on February 10, the second on March 10, and the third on April 10.
The following secure payment methods are used: by credit card.
Secure online payment by credit card is made via the Caisse d'Epargne bank and the SystemPay application. The information transmitted is encrypted by state-of-the-art software and cannot be read by the Service Provider during transport over the network.
Any guarantee as to the security of this system is entirely the responsibility of Banque Caisse d'Epargne. Consequently, the Service Provider cannot be held responsible for the security of the information transmitted. In the event that the Customer breaches these terms and conditions and the Service Provider temporarily or permanently suspends access to its Services, the Customer shall remain liable for all outstanding payments.
4-2 . Late payment penalties
In the event of late payment and payment of sums due by the Customer beyond the time limit set out above, and after the payment date shown on the invoice sent to the Customer, late payment penalties equal to fifty (50) times the legal interest rate between professionals (in accordance with the half-yearly publication in the Journal Officiel) of the amount of the price remaining due including VAT shown on the said invoice, will be automatically and by right acquired by the Service Provider, without any formality or prior formal notice.
Late payment will result in the immediate payment of all sums owed to the Service Provider by the Customer, without prejudice to any other action that the Service Provider may take against the Customer in this respect. In addition to the late payment penalty, the non-payment of any sum, including the deposit, on the due date shall automatically entail the payment of a fixed indemnity of €40 by way of collection costs.
In the event of non-compliance with the above payment conditions, the Service Provider also reserves the right to cancel the provision of the Services ordered by the Customer, to suspend the performance of its obligations and to cancel any discounts granted to the Customer.
ARTICLE 5 - Provision of Services
5.1 Service delivery times
The Services requested by the Customer will be provided within the timescales set out below and within a maximum period of sixty (60) days, from receipt by the Service Provider of the corresponding order form, accompanied by proof of payment of the Price, where applicable, of the first instalment of the Price, as mentioned in article 4.1 hereof.
For consulting and content creation services in branding, copywriting and digital marketing ("Packs"): Deadlines as indicated at the time of purchase of services on the website, and subject to active collaboration on the part of the Customer, given the personalized nature of the content and advice provided by the Service Provider. These services will be provided by sending an e-mail previously communicated by the Customer at the time of placing the order.
On training modules: Access to training modules within twenty-four (24) to forty-eight (48) hours of payment of the Price, and where applicable, of the first instalment of the Price. These services will be provided over the Internet via an account previously created by the Customer.
For digital products (templates, eBooks): Immediate access upon payment of the Price, or if applicable, the first instalment of the Price. These services will be provided by sending an e-mail previously communicated by the Customer when the order is placed.
The Service Provider may not be held liable in the event of delay or suspension of the provision of the Service attributable to the Customer, or in the event of force majeure.
In the absence of reservations or complaints expressly made by the Customer upon receipt of the Services, the latter shall be deemed to comply with the order, in terms of quantity and quality.
The Customer shall have a period of eight (8) days from the provision of the Services in which to express such reservations or complaints in writing to the Service Provider, together with all supporting documents.
No claim will be validly accepted if the Customer fails to comply with these formalities and deadlines.
The Service Provider will rectify (as far as possible) as soon as possible and at the Customer's expense, in accordance with the appropriate terms and conditions approved by the Customer, the Services whose lack of conformity has been duly proven by the Customer. In the event of a specific request by the Customer concerning the conditions of supply of the Services, duly accepted in writing by the Service Provider, the related costs will be subject to specific additional invoicing, on the basis of a quotation previously accepted by the Customer.
5.2 - Suspension at the Service Provider's initiative
The Service Provider reserves the right to temporarily suspend its Services in the event of default of payment, in the event of payment in instalments. To this end, the Service Provider will send a letter or e-mail to the Customer informing him of this temporary suspension.
Services may be resumed as soon as the Customer has remedied his/her payment default(s) within a period of thirty (30) days. After this period, the Customer will definitively lose access to the Services offered by the Service Provider, but will remain liable for the debt.
ARTICLE 6 - Liability of the Service Provider - Warranty
In accordance with legal provisions, the Service Provider guarantees the Customer against any lack of conformity of the Services and any latent defect resulting from a defect in the design or supply of the said Services, to the exclusion of any negligence or fault on the part of the Customer.
The Service Provider's liability is limited to proven fault or negligence and to direct loss, to the exclusion of any indirect loss of any nature whatsoever.
In order to assert its rights, the Customer must, under penalty of forfeiture of any action relating thereto, inform the Service Provider, in writing, of the existence of the defects within a maximum period of fifteen (15) days from their discovery.
The Service Provider will rectify or cause to be rectified, at its sole expense, the Services deemed to be defective, in accordance with the appropriate procedures approved by the Customer.
In any event, should the Service Provider be held liable, the Service Provider's warranty shall be limited to the amount paid by the Customer for the provision of the Services, exclusive of VAT.
ARTICLE 7 - Customer obligations
On the services of consulting and creation of customized content in branding, copywriting and digital marketing ("Packs"):
In order to enable the Service Provider to carry out its Services to the best of its ability, the Customer undertakes to cooperate actively with its Service Provider so that the Services can be carried out successfully and on time, and more specifically, the Customer undertakes to:
Complete the questionnaire provided by the Service Provider at the time of placing the order and return it to the Service Provider so that the latter can best meet the delivery deadline for the deliverable specified at the time of placing the order;
Provide the tools/elements (in particular, images, photos, texts) that the Service Provider may use to carry out its mission, it being understood that the Customer undertakes to ensure, on a personal basis, that there is no infringement of intellectual property rights;
Provide the tools/elements requested by the Service Provider in electronic form (e-mail, Wetransfer....etc);
Communicate only by e-mail with the Service Provider, the latter excluding any exchange by post with its Customer. Therefore, in the event of a mailing, the Service Provider reserves the right to accept, at its own discretion, the tools/elements sent by its Customer.
Consequently, the Service Provider shall not be held liable for any non-performance or delay in performance of the Services in the event that the Customer fails to comply with the aforementioned obligations.
Access to training modules:
In the context of the provision of Services by the Service Provider, and given the nature of the Services provided by the Service Provider, i.e. the provision of high value-added digital content, the Customer undertakes to:
Make personal use of the content made available by the Service Provider;
Not to copy the content made available by the Service Provider, in accordance with the "Intellectual Property" article;
Not to communicate its access codes to a third party so that it can access the content provided by the Service Provider;
Consequently, in the event that the Customer fails to comply with the above obligations, the Service Provider reserves the right to permanently suspend the provision of Services to the Customer and to claim damages from the Customer.
ARTICLE 8 - Intellectual property rights
The Customer shall ensure that there is no infringement of the intellectual property rights of third parties in respect of the tools/elements (in particular, images, photos, texts) that may be used by the Service Provider to carry out its assignment.
More generally, the Service Provider remains the owner of all intellectual property rights to the content produced by the Service Provider for the purpose of providing the Services to the Customer, and more particularly, without this list being limitative, to studies, PDF content of advice, moodboards, templates, highlights, stickers, training support modules, texts of modules, ebooks, images, photos, texts, videos...
The Customer is therefore prohibited from reproducing or exploiting the studies, PDF content of advice, moodboards, templates, highlights, stickers, training support modules, module texts, ebooks, images, photos, texts, videos, etc., without the express prior written consent of the Service Provider, which may be conditional upon financial consideration.
In the event of violation of this prohibition, the Service Provider reserves the right to claim damages from the Customer. The Service Provider also reserves the right to permanently suspend the supply of Services to the Customer (in particular, access to online training modules).
ARTICLE 9 - Personal data
Personal data collected from customers is processed by the Service Provider. It is recorded in the Service Provider's customer file and is essential for processing orders, and more specifically for creating customer accounts.
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 necessary for the execution of orders and any applicable guarantees. They will also be kept by the Service Provider for the purpose of commercial prospecting for the Customer for a period of 10 years from the date of the order placed by the Customer.
The data controller is the Service Provider. Access to personal data will be strictly limited to employees of the data controller, authorized to process such data by virtue of their functions. The information collected may be communicated to third parties linked to the company by contract for the purposes of commercial prospecting and the performance of subcontracted tasks, without the Customer's authorization being required.
In the course of performing their services, third parties have only limited access to the data and are obliged to use it in accordance with the provisions of the applicable legislation in force at the time.
Apart from the cases set out above, the Service Provider will not sell, rent, transfer or give access to third parties to the data without the Customer's prior consent, unless it is obliged to do so for a legitimate reason.
If the data is to be transferred outside the EU, the Customer will be informed and the guarantees taken to secure the data will be specified.
In accordance with applicable regulations, customers have the right to access, rectify, delete and port their personal data, as well as the right to object to the processing of their data on legitimate grounds. These rights may be exercised by contacting the data controller at the following postal or e-mail address Madame Aurélie Hoarau-Michel, Service RGPD, 97 Rue Cendragon, 97460 Saint-Denis or firstname.lastname@example.org. Customers may also exercise this right via a form in their personal space following creation of their customer account.
In the event of a complaint, the Customer may submit a claim to the Commission Nationale de l'Informatique et des Libertés.
ARTICLE 10 - Unforeseeability
In the event of a change in circumstances unforeseeable at the time of conclusion of the contract, in accordance with the provisions of article 1195 of the French Civil Code, the Party which has not agreed to assume the risk of excessively onerous performance may request renegotiation of the contract from its co-contractor.
Should the Service Provider or the Customer wish to raise, in the context of the Supply of Services by the Service Provider to the Customer subject to these General Terms and Conditions of Sale, a case of unforeseeability as defined by article 1195 of the Civil Code, in particular a change in the economic circumstances surrounding the conclusion of the sale and significantly affecting the balance of the sale, a prior and compulsory attempt at conciliation will be organized, with the Service Provider and the Customer refraining from any refusal to renegotiate.
This conciliation will take place as follows:
Within fifteen (15) days from the date on which the Service Provider informs its Customer of the aforementioned case of unforeseeability, the Service Provider and the Customer will hold a meeting by telephone or videoconference in order to renegotiate the terms and conditions for the performance of the Services.
This conciliation suspends the limitation period and the obligations of the parties in relation to the Supply of Services affected by the unforeseen event for the duration of the conciliation.
However, after thirty (30) days from the aforementioned meeting, the conciliation attempt will be deemed to have been completed.
Any referral to the courts in breach of this conciliation clause shall constitute a plea of inadmissibility, rendering the action inadmissible.
If the renegotiation is successful, the Parties will immediately draw up a new order formalizing the result of this renegotiation for the Service Supply operations concerned.
Furthermore, should the renegotiation fail, the Parties may, in accordance with the provisions of article 1195 of the French Civil Code, request the court, by mutual agreement, to terminate or adapt the contract.
In the event that the Parties do not agree to refer the matter to the judge by mutual agreement within thirty (30) days of the disagreement being noted, the most diligent Party may refer the matter to the judge for revision or resolution of the contract.
ARTICLE 11 - Non-performance exception
Pursuant to article 1219 of the French Civil Code, either Party may refuse to perform its obligation, even though it is due, if the other Party fails to perform its obligation and if such non-performance is sufficiently serious, i.e. likely to jeopardize the continuation of the contract or fundamentally upset its economic equilibrium.
The suspension of performance will take effect immediately, on receipt by the defaulting Party of the notification of default sent to it to this effect by the Party suffering the default, indicating the intention to apply the exception of non-performance for as long as the defaulting Party has not remedied the default noted, served by registered letter with acknowledgement of receipt or on any other durable written medium allowing proof of dispatch.
This exception may also be used as a preventive measure, in accordance with the provisions of article 1220 of the French Civil Code, if it is clear that one of the Parties will not perform its obligations on the due date, and that the consequences of such non-performance are sufficiently serious for the Party suffering from the default. This option is used at the risk and peril of the Party taking the initiative.
The suspension of performance will take effect immediately, upon receipt by the Party presumed to be in default of the notification of the intention to apply the preventive non-performance exception, until such time as the Party presumed to be in default performs the obligation for which a future breach is manifest, served by registered letter with acknowledgement of receipt or on any other durable written medium that provides proof of dispatch.
ARTICLE 12 - Force majeure
The Service Provider shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure.
In accordance with article 1218 of the French Civil Code, force majeure is defined as an event of an insurmountable and irresistible nature, resulting from an event beyond the control of the parties, which consists of an event or series of events of a climatic, pandemic, bacteriological, military, political or diplomatic nature.
By express agreement, force majeure includes (but is not limited to) :
Occurrence of a pandemic (spread of a virus) requiring confinement;
Acts of terrorism disrupting the continuity of commercial relations;
Illness of an unforeseeable and irresistible nature;
Social unrest on a national scale;
Declaration of martial law;
A state of health emergency requiring confinement.
The Party observing the event must immediately inform the other Party of its inability to perform 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 late penalties.
Performance of the obligation is suspended for the duration of the force majeure if it is temporary and does not exceed ninety (90) days. Consequently, as soon as the cause of the suspension of their mutual obligations has disappeared, 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 duration of ninety (90) days, the present contract will be purely and simply terminated, following the sending of a formal notice by registered letter with acknowledgement of receipt or by any extrajudicial act, mentioning the intention to apply the present clause.
ARTICLE 13 - Confidentiality
The Parties undertake to maintain the confidentiality of all information obtained during the conclusion or negotiation of the present terms and conditions or relating to its purpose or performance (and more particularly with regard to the content made available to the Service Provider) as well as any information relating to the other Party.
By way of exception, this undertaking shall not apply if :
disclosure is required by applicable law to the extent required by such law, and provided that prior notice has been given to the other Party;
if disclosure is required by an administrative authority having jurisdiction over the said Party, to the extent required;
if disclosure is necessary for a Party to benefit fully from its rights hereunder, and subject to prior notification to the other Party;
if, in the absence of misconduct by a Party, the information is already publicly known;
if the disclosure has been previously authorized in writing by the other Party, within the limit of what has been authorized.
ARTICLE 14 - Disputes
With a view to finding a joint solution to any dispute which may arise in the performance of the present contract, the parties agree to meet within fifteen (15) days of receipt of a registered letter with acknowledgement of receipt, notified by one of the two parties.
This amicable settlement procedure constitutes a compulsory prerequisite to the institution of legal proceedings between the Parties. Any legal action brought in breach of this clause will be declared inadmissible.
However, if at the end of a period of (45) forty-five days from the aforementioned meeting, the Parties are unable to agree on a compromise or a solution, the dispute will be submitted to the jurisdiction designated below.
ARTICLE 15 - Jurisdiction
All disputes arising out of or in connection with the present contract and the agreements resulting therefrom, concerning the validity, interpretation, performance, resolution, consequences and consequences thereof, shall be submitted to the Tribunal Mixte de Commerce de Saint-Denis de la Réunion (including emergency or precautionary proceedings in summary proceedings or by petition), notwithstanding multiple defendants or the introduction of third parties.re has been previously authorized in writing by the other Party, to the extent authorized.
ARTICLE 16 - Language of contract - Applicable law
These General Terms and Conditions of Sale and the operations arising therefrom are governed by French law.
They are written in French. Should they be translated into one or more languages, only the French text will be deemed authentic in the event of a dispute.
ARTICLE 17 - Customer acceptance
The present General Terms and Conditions of Sale are expressly agreed and accepted by the Customer, who declares and acknowledges that he has full knowledge thereof, and thereby waives the right to rely on any contradictory document, and in particular his own general terms and conditions of purchase, which shall be unenforceable against the Service Provider, even if he has knowledge thereof.
Update : July 2023