Terms of Sales

These terms of execution of the services (hereinafter “General Terms”) apply to various works, benefits and services (hereinafter “the Services”) made under the commitments accepted by Webpixelia (hereinafter “the Service provider “).

Remuneration

Unless otherwise agreed, the Service Provider’s fees are based on the number and experience of the staff required, the level of competence and responsibility required; hourly rates are revised periodically. Travel, subsistence and accommodation costs incurred for the performance of the services will also be invoiced, if applicable. VAT at the rate in force is added, where applicable, to fees and disbursements.

Any amount of fees agreed between the Service Provider and the Client necessarily implies the execution by the Customer of the obligations mentioned below.

Delays or other unforeseen problems, over which the Service Provider has no control and which are beyond its control, may result in additional fees that may be the subject of additional invoicing. The Service Provider undertakes to inform the Client of these delays and/or problems as soon as they arise in order to be able to assess the consequences with him.

Invoices will be issued corresponding to the services provided and disbursements incurred on a provisional basis and as they are carried out. Unless otherwise agreed, invoices are issued monthly. Payment of invoices is due upon receipt.

In accordance with the law, any late payment obliges the Service Provider to invoice late payment penalties at the rate of 2.5%; moreover, the Service Provider shall be entitled to suspend the performance of the services until full payment of the unpaid invoice without this non-performance being considered as attributable to it.

Obligations of the Service Provider

The commitments of the Service Provider constitute an obligation of means at the end of which the Services will be performed in strict compliance with the professional rules in use as well as, where applicable, in accordance with the conditions of the contract. To do this, the Service Provider will assign to the performance of the Services professionals with the skills required to ensure their performance in accordance with its quality standards.

Customer Obligations

In order to facilitate the proper performance of the Services, the Client undertakes:

• to provide the Service Provider with information and documents that are complete, accurate and within the necessary deadlines without it being required to verify their completeness or accuracy,
• to make decisions on time and to obtain the necessary hierarchical approvals,
• to appoint a correspondent with decision-making power,
• to ensure that the key interlocutors and the correspondent are available throughout the performance of the Services,
• to notify the Service Provider directly of any possible difficulty relating to the performance of the Services.

Provider staff

By virtue of the hierarchical and disciplinary authority that he exercises exclusively over his staff, the latter will remain under our effective control during the complete performance of the Services.

In the event of an intervention on the Customer’s premises, the Service Provider undertakes to comply with the obligations in terms of health and safety, the content of which the Customer will communicate to it, provided that its personnel are granted protection identical to that which granted to the Service Provider’s employees.

The Service Provider guarantees the regularity of the situation of its personnel with regard to the law. The Service Provider further certifies that it complies with the provisions of Articles 135, 136 and 137 of the Labor Code, relating to the fight against concealed work.

During the term of the Services and for a period of one year after its completion, the Client undertakes not to solicit or attempt to poach (or help any other person to solicit or attempt to poach) any employee of the Service Provider with whom he will have had contacts within the framework of the performance of the Services. In the event of a violation, the Client will be liable to the Service Provider, as a penalty clause, for compensation equal to one year of the last gross salary of the person thus debauched.

Information and confidentiality

The Service Provider is subject to a legal obligation of professional secrecy.

Each of the parties undertakes not to disclose the confidential information received from the other party. Confidential information means information of any kind, visual or oral, on any medium whatsoever, relating to the structure, organization, business, various internal policies, projects and personnel of each of the parties. Also confidential are the content of the Services as well as the reports, letters, information, notes, quotes, provided by the Service Provider during the performance of the services. These documents are communicated to the Customer for strictly internal use and on the condition that they are not disclosed to third parties or attached to any document that he would be required to produce. If the Client wishes all or part of these documents to be disclosed to/or used by a third party, he must request prior authorization in writing from the Service Provider. Terms and conditions applicable to this disclosure will then be set.

The obligations and restrictions set out above do not apply to information:

• confidential which belong to the public domain, or have been freely acquired before the start of the Service,
• are or become known other than as a result of a breach of this section,
• are or become known through other sources not subject to disclosure restrictions,
• or must be communicated under a legal or professional obligation or at the request of any judicial or regulatory authority empowered to require the disclosure of confidential information.

Subject to its confidentiality obligations, the Service Provider reserves the right to perform Services for companies competing with those of the Client.

The Customer acknowledges and accepts:

• that the parties may, unless expressly requested otherwise by the other party, correspond or transfer documents by electronic mail circulating on the Internet network;
• that none of the parties exercises control over the capacity, reliability, access or security of these emails,
• that the Service Provider cannot be held responsible for any loss, damage, expense or prejudice caused by the loss, delay, interception, misappropriation or alteration of any electronic mail caused by any fact.

In general, the parties undertake to comply with the regulations applicable to the protection of personal data and in particular the provisions of Law 2008-09 relating to the processing and protection of personal data.

Intellectual property

In the event that one of the Service Provider’s recommendations or the use of items delivered following one of its recommendations involves the use of goods subject to intellectual property rights belonging to third parties, the Service Provider will inform the Customer of the existence of these rights and the consequences of their use. It will then be up to the Customer and under his sole responsibility to take any measure allowing the use of such rights, in particular by negotiating for his own account the rights of use under conditions such that the Service Provider is able to avail himself of them for the needs of the Services.

For the specific needs of the Services, the Service Provider may use or develop software, including spreadsheets, documents, databases and other IT tools.

In some cases, these aids may be made available to the Client and at his request. Insofar as these tools have been developed specifically for the needs of the Service Provider and without consideration of the Client’s own needs, they are made available to the Client for the duration of the contract as is and without any attached guarantee, simply destination of use; they must not be distributed, shared or communicated to third parties, whether in whole or in part. This temporary provision will not entail any transfer of rights or guarantee, whatever the title, for the benefit of the Customer or that of the third party.

The Service Provider reserves all right, title and interest in:

• the original elements appearing in the works, documents, memos, consultations, opinions, conclusions or other procedural acts, etc., carried out within the framework of the Services, including without limitation, any copyright, registered trademark and any other related intellectual property right,
• all methods, processes, techniques, developments, and know-how whether or not incorporated into the Services or that the Service Provider may develop or provide as part of the Services.

The Client may, without geographical limitation, free of charge and irrevocably, use internally and for the duration of copyright protection, the elements designed by the Service Provider and integrated into its work. The Customer is prohibited from distributing, marketing, and more generally from making available or granting the use of these same achievements and more generally from granting the use of these same elements to third parties without the agreement of the Service Provider.

Neither party may mention or use the name, denomination, trademarks and logos or other designations, commercial or not, of the other Party without the prior written consent of the latter. By way of derogation from the foregoing, the Service Provider may make use of the Client’s name, denomination, trademarks and logos during the course of the contract to the extent that is strictly necessary for the performance of the services, including in proposals subsequent benefits. In addition, the Client authorizes the Service Provider, at the end of the performance of the services, to quote his name/denomination as a reference and to accompany this quote, if necessary, with a generic description of the Services performed.

Documents

The Service Provider will keep the original documents that have been given to it, and will return them to the Client, at its request. All documents, data or information provided by the Client shall remain his property.

The Service Provider will keep a copy of the only documents necessary for the constitution of its work files.

The working documents prepared within the framework of the Services are our property and are covered by professional secrecy.

Conflicts of interest – Independence

In the event that a conflict of interest or a problem of independence arises during the performance of the Services, the Service Provider will immediately inform the Client and will seek with him the solution best suited to the situation in compliance with the applicable rules. More specifically, if a change in regulations or professional standards prohibits the Service Provider from continuing its Services, it will make available to the Client the result of the Services as well as all documents necessary for their finalization, including its Documents as they stand, in order to facilitate prosecution by a third party.

Limitation of Liability

The entire liability of the Service Provider and that of its employees relating to any failure, negligence or fault, noted during the performance of the Services, will be capped at the amount of the fees paid for the Services in question, in order to cover complaints of any kind (interest and costs included) and this, regardless of the number of actions, grounds invoked, or parties to the disputes.

This provision shall not apply to any liability for death or personal injury, or to any other liability which the law forbids to exclude or limit.

Furthermore, the Service Provider cannot be held liable in the following cases:

• following a breach or deficiency of a product or service whose supply or delivery is not the responsibility of it or its possible subcontractors,
• for facts and/or data which do not fall within the scope of the Services and/or which are not an extension thereof,
• in the event of use of the results of the Services, for a purpose or in a context different from that in which it took place, of erroneous implementation of the recommendations or failure to take into account the Service Provider’s reservations.

The Service Provider is not liable for its insurers or for consequential damages, or for loss of profit or loss of opportunity or expected profits, or for the financial consequences of any actions brought by third parties against the Client.

Transferability – Subcontracting

The Service Provider reserves the right to assign all or part of the performance of the Services to Service Providers meeting the same qualification requirements.

If the Service requires specific technical skills, the Service Provider will inform the Client of the possibility of subcontracting part of it. The subcontractor will then act under the sole responsibility of the Service Provider and will undertake to keep confidential all the information of which it becomes aware during the services.

Complaints

All complaints, whether amicable or legal, relating to the performance of the Services must be made within one year of the end of the performance of the Service.

Independence

The executionof the Services does not in any way lead to the creation between the Customer and the Service Provider of a mandate or de facto partnership relationship. Neither party has the authority to commit or bind the other.