The elements described in the preamble form an integral part of the general terms and conditions of sale. The Parties declare that they are aware that the operation of the Internet is based on cooperation between the operators of the various networks without any obligation to supply or quality of supply between them.
Networks may have unequal transmission capabilities and their own usage policies. No one can guarantee the functioning of the Internet as a whole. In application of the French Data Protection Act 78-17 of 6 January 1978, as amended by the French Data Protection Act 2004-801 of 6 August 2004, data protection must not affect human identity, human rights, privacy or individual or public freedoms.
1- Subject
This contract consists of the realization of IT services such as: The creation and management of Google My Business file, the design of a website, optimization of referencing, the creation and management of advertising campaigns on search engines or the management of social networks entrusted by the CUSTOMER to Darebusiness by Daregreen, headquartered at 193 Castlemoyne, Balgriffin, D13 A0T0 DUBLIN in Ireland, registration number 216 3087FA (hereinafter the SERVICE PROVIDER).
These conditions are supplemented by special conditions formalised in the purchase order or quotation and are intended to define the terms in which the customer benefits from the service. All of these services are subject to the following terms and conditions, unless otherwise specified in specific terms and conditions explicitly defined and accepted by the parties. The customer acknowledges having read the terms and conditions and declares to accept them without reservation.
2 - Details
2.1 - Conception
The design of the site includes the study of the project of the site, the content of the pages, the navigation. The client gives the text and the images of the pages. This includes: HTML, PHP, MYSQL programming, image scanning and optimization, layout of images, possible shooting (photos), insertion of music, animations, writing of final text from texts provided by the client. The latter ensures that he has the necessary rights for the publication of the texts and documents provided to the Service Provider. The Service Provider disclaims all responsibility for the respect of copyright and other legal issues concerning the texts, images and elements provided by the customer. On the other hand, and if the client requests it or if the performance of the service
2.2 - Upload
The first upload is the preparation of the server and the transmission of the completed site to it.
2.3 - Domain NAME
The client is solely responsible for the name given to the domain (example.fr, example.com, etc.). The Service Provider shall register, on behalf of the customer, any name or domain under the conditions defined between the parties. The client is the owner of the domain name reserved for him. Since the Service Provider is only a technical intermediary with the naming bodies, the general terms and conditions of sale of these bodies apply.
2.4 - Internet Hosting
Hosting is defined as the technical resources and means available to the customer to publish and operate one or more websites. This is the annual rental of disk space on the server. The Webmaster cannot be sued for defects related to the server on which the client site is hosted. The server management is the responsibility of the hosting company. In the event that the Service Provider calls upon a company specialized in hosting websites, the Service Provider will charge indexed rates according to those of the hosting provider. The Service Provider cannot be held responsible for any increases.
2.5 - Ranking, Advertising
Search engines allow users to discover the address of a site that interests them. The task of the Webmaster consists of a manual declaration with the main search engines (Google, Yahoo, AltaVista, etc.) as well as possibly with other directories. He cannot be held responsible for the reactions of these companies. The SEO offers correspond to the establishment in the source code of the pages of a number of keywords allowing search engines to index the site. For the Service Provider, this is an obligation of means and not of results. The Service Provider cannot guarantee the effective presence of the customer’s site in the engines and directories.
The Service Provider may use sponsored links with specialised companies in order to optimise referencing for its client.
2.6 - Maintenance
The addition of content or the modification of scripts of the customer site will be done according to the procedure defined by mutual agreement between the parties. Only the Webmaster will be able to modify the programming of the scripts to ensure their operation in case of changes in the technologies used, especially during a technological migration to the host. Any larger changes will be billed separately and will be subject to an amendment. Updates such as additions of functions, modules, etc… or changes to the graphic charter will be the subject of an additional quotation on request.
3 - Webiste - Confidentiality
The Service Provider’s contact details may appear as a "signature on the site" but these may be withdrawn at any time at the request of the Service Provider. In particular, the Customer who wishes to have the site modified must inform the Service Provider so that it can decide whether or not to leave its contact information on the modified site. The parties signatory to this Agreement are mutually obligated to maintain confidentiality in respect of any information to which they may have access in the course of the performance of this Agreement and concerning technical, commercial, computer or other data. However, the customer implicitly authorises the Service Provider to cite its name and URL as a reference.
5 - Quote
It is agreed between the parties that the Service Provider and the Customer will draw up specifications that will specify the needs of the customer and describe the characteristics of the site, its functionalities, the work schedule, the style of the graphic line, the software used. By mutual agreement between the parties, the site will be produced on the basis of the specifications accepted by the parties. The Service Provider undertakes to create the Customer’s site, on the basis of all the visual elements and texts that the Customer will provide (texts in digital form imperatively).
Any request for services will be the subject of an estimate specifying the specific conditions of the performance of the service, to which are attached the general conditions. The order will become firm and definitive as soon as the Service Provider receives the quote dated, signed by the customer and if necessary, accompanied by the amount of the deposit provided for in the conditions
Any other request not expressly provided for in the special conditions will be subject to study and may be subject to an additional cost.
5 - Price and Invoice
5.1 – Taking into account the Service Provider’s tax system, the VAT in force at the time of invoicing is not applicable. Prices are expressed in Euros.
5.2 – The customer is and remains fully responsible for the payment of all amounts invoiced under the contract concluded with the Service Provider, including in the case where a third-party payer intervenes in the name and on behalf of the customer, which must in all cases be previously expressly approved by the Service Provider. The total or partial default of payment 30 days after the expiry of the term of any sum due under the contract shall automatically and without prior notice:
5.3 – The immediate liability of all amounts remaining due by the client under the contract, regardless of the method of settlement
5.4 – The suspension of all current services, subject of the contract, without prejudice to the Service Provider’s use of the option to terminate the contract stipulated in the "Termination" article.
6 - CONDITIONS - PAYMENT
These Terms and Conditions apply, unless otherwise agreed by the parties: From 30% to 75% on order by cheque or transfer, the balance on receipt of the service. The deposit on the order must be paid at the time of signature of the purchase order and at the latest within eight days from this signature. After this period, the Service Provider may request the cancellation of the order.
Any execution phase of the service started, even if not completed, for any reason whatsoever, remains due.
All payments must be made by bank transfer to Bertrand Garnier’s account. The terms of payment cannot be delayed under any pretext, even contentious.
7 – Obligations of the Client and the Service Provider
7.1 – Client’s obligations
The customer is obliged to:
Collaborate with the Service Provider in the creation of the site by making available to it any document or information that may be requested by the Service Provider for the performance of the service.
Reply within a sufficiently short time to requests for additional information, otherwise failure to meet delivery deadlines cannot be attributable to the
To be the holder of a right of ownership or of a right to use or license the trademarks, patents, software used or quoted on the site.
To be the holder of a right of ownership or use of artistic works, of the mind, drawings, graphics, logos, music, photographs, etc. and all intangible or intellectual property rights
Make all declarations to the CNIL when necessary.
7 – Obligations of the Client and the Service Provider
Harmonize the appearance of the site so that it has an acceptable layout regardless of the browser used.
Register the Customer’s domain name(s) subject to availability, the Customer discharging all liability under trademark law, the Service Provider is not authorised or structured to carry out prior search
Perform tests before the site goes online.
Perform site maintenance under planned conditions.
8 – Guarantees and Responsibilities
Any incident whose cause cannot be proven by the CUSTOMER, or which will be the consequence in particular of operating conditions that do not comply with or differ from those provided for in the estimate, of the modification of the thing or its destination by the CUSTOMER, a lack of maintenance or a case of force majeure, as well as all the consequences of this incident, will remain exclusively the responsibility of the CUSTOMER. The Service Provider undertakes to use all the means available to deliver its services to the customer under optimal conditions. The Service Provider’s liability to the client may only be incurred for established facts that are exclusively attributable to it. Due to the characteristics and limitations of the Internet, the Service Provider cannot be held liable for
the content of the information transmitted, disseminated or collected, as well as all files, in particular address files, but also the sound, text, images, data accessible on the site in any way; Thus, when the Customer has the possibility to modify all or part of the content of his site in real time, he alone commits his responsibility with respect to the laws in force concerning the legality of the content.
In case of modification by the client of the site scripts, the Service Provider will not be held responsible for any malfunctions of the site.
difficulties in accessing the hosted site due to total or partial non-compliance with a client’s obligation, a failure and/or saturation at certain times of the operators of the transport networks towards the Internet world and in particular of its access providers;
Failure to forward e-mails or discussion forum articles;
virus contamination of the customer’s data and/or software, the protection of which is the responsibility of the customer;
malicious third-party intrusions on the customer’s site and/or the customer’s mailboxes. However, the Service Provider undertakes to make every effort to secure the system against malicious intrusions. This is an obligation of means, not results.
damage to, or misuse of, equipment connected to the hosting platform (customer terminals), which is the sole responsibility of the customer;
possible misuses of passwords, confidential codes, and more generally of any information of a sensitive nature to the client;
indirect damages, that is to say all those that do not result directly and exclusively from the partial or total failure of the services provided by the Service Provider, such as commercial damage, loss of orders, any commercial disturbance, loss of profits or customers.
The Service Provider reserves the right to temporarily suspend access to its services for maintenance reasons without entitlement to compensation. However, the Service Provider undertakes to implement all the means at its disposal to minimize this type of interruption and to plan these with the customer.
The Service Provider is not responsible for the loss of revenue due to a service interruption or failure. The Service Provider cannot be held responsible for the loss of data on the hosting servers that it makes available to its customers. However, the Service Provider undertakes to make every effort to secure its customers' data and to make regular backups. This is an obligation of means, not results.
9 – Force Majeure
The Service Provider will not be held liable for any delay or non-performance, where the cause of the delay or non-performance is due to the occurrence of a case of force majeure usually recognized by the jurisprudence.
10 – Résiliation
In the event of any breach by one of the parties of any of its obligations, this contract shall be terminated by operation of law one month after the other party has sent a notice of formal notice which has remained unsuccessful, by registered letter with acknowledgement of receipt specifying the contractual faults alleged. Any default in payment on the part of the customer as well as the failure to comply with the obligations under these terms and conditions will result in an automatic suspension of the services. The termination of the contract binding the customer to the Service Provider is automatically incurred thirty (30) days after formal notice by registered letter that has not been received.
11 – Miscellaneous clauses:
Resolution of the sale: In the event of non-performance of an obligation of the CUSTOMER, in particular in the absence of payment of the deposit within the fixed time, of provision of the elements that it has undertaken to give or of realization or of non-conformity of the preparatory services to the intervention of SAMANTHA MIRER, the contract can be terminated automatically after formal notice has remained without effect for eight days and without other formality. In this case, it is agreed that the deposit paid by the customer will be charged to:
interest on late payments, transportation and travel expenses,
any work carried out or started to be carried out and any material ordered or delivered for the purpose of carrying out the business. Any balance must be paid without delay.
order cancellation: If the CUSTOMER is required to cancel his order for any reason whatsoever, the Service Provider may charge him:
compensation equal to 30 % of the amount of the order intended to cover the costs of projects, studies and administrative costs,
as well as any work carried out or started to be carried out and any material delivered or ordered for the purpose of carrying out the business.
penal clause: Under LOI n°2012-387 of 22 March 2012, any delay in payment will give rise, without formal notice, to the application of late interest at the rate of one and a half times the legal interest, and to the payment of the flat-rate indemnity of 40 Euros fixed by decree, for recovery costs to the creditor. This allowance shall be due automatically and without formality by the professional in a situation of delay. Where the costs of recovery exceed the amount of the indemnity, the creditor may request, on the basis of evidence, additional indemnity.
reservation of title: The seller retains ownership of the goods sold until the full payment of the price in principal and accessories is actually made, in accordance with the provisions of Ordinance No. 2006-346 of March 23, 2006, codified in Article 2367 of the Civil Code. Failure to pay any of the deadlines may result in the claim of these assets. The buyer nevertheless assumes, from the time of delivery, the risk of loss or damage of these goods as well as the liability for any damage they may cause. In the event of the use of the retention of title clause, the advance payments and other payments already made will remain acquired by the Service Provider as compensation without prejudice to any damages.
12 – Applicable Law – Assignment of Jurisdiction
The site creation contract is subject to French law. In the event of a dispute arising in connection with the contract, both as regards its interpretation and performance, and possibly after an attempt to find an amicable solution, The European Court of Appeal has specific jurisdiction.
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