The purpose of these General Terms and Conditions of Sale is to govern the terms and conditions and the procedures under which SAS EPIFYT (hereinafter referred to as the PROVIDER) provides its services to its customers. The present General Terms and Conditions of Sale prevail over the commercial information displayed on the www.epifyt.fr website, which may be modified at any time and without prior notice, or over any other conditions appearing in any other document.
Article 1 - Definitions
" SERVICE SUPPLIER "means SAS EPIFYT, SIRET n°90869824400013, whose registered office is located at 2 rue Vallon de Gautier - 13330 Pélissanne.
" CUSTOMER "means any individual of legal age or legal entity requesting the services of the SERVICE SUPPLIER. The person or company signing these General Terms and Conditions of Sale (signature accompanied by the words GOOD FOR AGREEMENT on the quotation) guarantees payment of the invoice, even if it is made out in the name of a third party.
The SERVICE SUPPLIER offers a range of services:
- Website design and maintenance
- Advertising campaign management (Google Ads, Facebook Ads, Instagram Ads)
- Web & print graphics
- Aerial photography by drone
- Video and motion design
- Search engine optimization (SEO) services
- Digital distance learning or face-to-face training
- Community Management
- Marketing automation services (emailing and automatic scenarios)
- And, in general, any service requested by the CLIENT which has been the subject of a formal proposal from the SERVICE SUPPLIER.
Hereinafter referred to as the " SERVICES ".
Article 2 - Purpose and scope
The CLIENT is informed of the General Terms and Conditions of Sale on the quotation and may consult them at any time on the SERVICE SUPPLIER's website at www.epifyt.fr/conditions-generales-de-vente/. Consequently, any order placed by the CLIENT on behalf of the SERVICE SUPPLIER implies unreserved acceptance of these General Terms and Conditions of Sale.
The present terms and conditions may be modified at any time by the SERVICE SUPPLIER, subject to notification to the Customer as soon as possible. The new version of the general terms and conditions will only apply to contracts concluded after their entry into force.
The Customer is bound by these terms and conditions as soon as he signs the offer sent by the SERVICE SUPPLIER. The Customer is presumed to have read and understood them.
Any Service requested by the Customer is the subject of a personalized offer by the SERVICE SUPPLIER, transmitted verbally or in writing to the Customer, on the basis of the request made by the latter. The COMPANY can only provide its Services on the basis of information provided by the Customer. The Customer therefore undertakes to provide such information within the timeframe agreed with the SERVICE SUPPLIER. Failing this, the SERVICE SUPPLIER will no longer be able to guarantee the proposed timetable for the provision of the Services. The quotation submitted to the Customer by the SERVICE SUPPLIER is valid for 30 days.
Prices are fixed and are not subject to change at the Customer's request. The SERVICE SUPPLIER may offer advantageous payment terms, and reserves the right to offer different payment terms depending on the time at which the Customer orders the SERVICE SUPPLIER's Services, or depending on the payment spread chosen by the Customer. These payment facilities are valid only at the time of their availability, and their granting in no way constitutes a right on the part of the Customer. They are, moreover, strictly linked to the offer concerned and are in no way general in nature.
Article 3 - Quotations
The estimate is drawn up free of charge by the SERVICE SUPPLIER, either on the basis of the specifications provided by the CLIENT, or on the basis of exchanges between the CLIENT and the SERVICE SUPPLIER, without any commitment on the part of the CLIENT, except in special cases mentioned in writing by e-mail to the CLIENT, in particular when the estimate involves research work.
The quotation is sent by e-mail to the CLIENT in PDF format. Acceptance of the quotation implies that the CLIENT has fully understood the document.
The quotation is valid for one (1) month from the date of issue and is not binding on the CLIENT until the latter has confirmed acceptance of the proposed offer. After this period, the SERVICE SUPPLIER is authorized to modify the price. Prices agreed verbally or published on the www.epifyt.fr website are only binding on the SERVICE SUPPLIER if they have been confirmed by a written offer by PDF or e-mail.
In the event of acceptance, the CUSTOMER must print out the PDF quotation, sign it, date it and hand-write the words "GOOD FOR AGREEMENT". Any quotation signed by the CLIENT constitutes an Order Form. The signed quotation must be sent by e-mail or by post to the SERVICE SUPPLIER's address, together with payment of the deposit mentioned on the quotation, if applicable, by cheque or bank transfer.
The quotation accepted and signed by the CLIENT is binding on both parties.
The SERVICE SUPPLIER reserves the right to refuse an order from a customer for whom there is a dispute concerning the payment of a previous order.
Article 4 - Customer commitments
4.1. Providing access codes
The CLIENT undertakes to provide the SERVICE SUPPLIER with all the information required to ensure the performance of the SERVICES provided for in this contract, and in particular the access codes to its web host so that the SERVICE SUPPLIER can proceed with the installation of the website and intervene for the maintenance of this site.
4.2 Content supply
The CLIENT undertakes to provide all the text, images, video and sound elements required to complete the contract and to collaborate with the SERVICE SUPPLIER by making available any document or information that may be requested by the SERVICE SUPPLIER.
All text and media content must be supplied in full by the CLIENT before work commences.
4.3. Content delivery times
The CLIENT undertakes to provide the SERVICE SUPPLIER, within three (3) months of the date of acceptance of the offerall elements necessary for the realization of the accepted quotation. After this period, the final invoice will be increased by 5% of its total amount for each three (3) months that have elapsed. For example, if the CLIENT provides his elements six (6) months after the date of signature of the quotation, the final invoice will be increased by 10%.
4.4. Intellectual property rights
The CLIENT must ensure that it is the owner of all intellectual property rights pertaining to these elements as well as to other documents of any kind present on its website, and that the resources provided are not likely to infringe the rights of third parties.
The CLIENT is informed that the publications constitute intellectual works protected by copyright in the sense of article L 112-2 1st and 2nd of the French Intellectual Property Code. The CLIENT therefore undertakes to indicate on the pages of its website the identity and address of the owner or author of the texts and/or images used, and to make all necessary requests, in accordance with current French law.
The CLIENT undertakes to provide the SERVICE SUPPLIER only with documents that are real and representative of its company and not with resources from competitors.
4.5. Active collaboration
The CLIENT undertakes to cooperate actively with the SERVICE SUPPLIER by providing it with the information and documents necessary for the proper performance of the contract within the appropriate timeframes. The SERVICE SUPPLIER cannot be held responsible for any delay in the execution of the work due to the CLIENT's failure to comply with this undertaking.
4.6. Saving content
The CLIENT undertakes to retain all originals of all resources supplied to the SERVICE SUPPLIER, who may not be held liable in the event of loss or modification of the website by the SERVICE SUPPLIER or any other person.
4.7. Data protection
The CLIENT undertakes to comply with the provisions of the French law of September 30, 1986, as amended, relating to compulsory legal notices to be included on its website, and those relating to information technology, files and civil liberties, in particular those relating to declarations of automated processing of personal information to the Commission Nationale de l'Informatique et des Libertés (C.N.I.L.).
The CLIENT undertakes to pay the sums due within the deadlines indicated on the order.
Article 5 - Supplier's commitments
Within the framework of an obligation of means in the execution of the contract, the SERVICE SUPPLIER undertakes to :
- Take all necessary care to provide a quality service in accordance with the quotation accepted by the CLIENT.
- Keep the CLIENT regularly informed about the progress of the contract.
- Preserve the confidentiality of all information and documents it may hold as a result of the performance of the present contract.
- Maintain the confidentiality of hosted information and not disclose it to any third party, even if the present contract comes to an end or is terminated.
Article 6 - Conditions applicable to the website creation service
6.1. Domain name and hosting
Website creation or redesign services exclude the purchase of domain names and hosting, which are the responsibility of the CLIENT. The SERVICE SUPPLIER may propose that the CLIENT contract with its partner, but the CLIENT is free to choose its supplier.
The CLIENT is advised to provide the SERVICE SUPPLIER with specifications for the website it wishes to have created, and to complete them in as much detail as possible. This will serve as the basis for the SERVICE SUPPLIER's quotation.
6.3. Conclusion of contract
The CLIENT acknowledges that it has received from the SERVICE SUPPLIER all the information and advice it required to enter into the contract. Thus, the choices made by the CLIENT at the time of placing the order or subsequently remain the CLIENT's sole responsibility.
The contract is deemed to have been concluded on receipt of the quotation signed by the CLIENT with the handwritten note "BON POUR ACCORD" and the deposit. Work will not commence until the deposit has been received.
6.4. Choice of theme (site design)
Once the order has been placed by the CLIENT, the SERVICE SUPPLIER proposes a theme in line with the specifications or according to the project detailed by the CLIENT during discussions with the SERVICE SUPPLIER. The choice of theme is made in consultation with the CLIENT. Any subsequent change may be subject to an estimate of the additional time required to research and modify the content already integrated. The positioning of the various elements is subject to the characteristics of the theme chosen by the CLIENT, who must ensure that it corresponds to his present and future needs.
6.5. Installation on the hosting server
The SERVICE SUPPLIER installs the WordPress database on the CLIENT's hosting.
6.6. Content integration
The SERVICE SUPPLIER installs the theme, sets up the tree structure and integrates the texts, images, videos, etc. supplied by the CLIENT.
6.6.1. The CLIENT is obliged to proofread its texts very carefully before sending them to the SERVICE SUPPLIER (spelling, capital letters, singular/plural, turns of phrase, etc.). On delivery of the website, if the modifications requested by the CLIENT on the texts prove to be significant, the SERVICE SUPPLIER reserves the right to invoice a supplement in proportion to the additional time spent, after having notified the CLIENT by e-mail.
6.6.2. In the event that modifications, retouching and other services provided for in the quotation should require an excessive amount of time in comparison with the time normally required, such as the use of files and documents supplied by the CLIENT, a surcharge will be applied to the hourly rate in proportion to the time spent.
6.7 Extensions and plug-ins
The SERVICE SUPPLIER integrates the necessary modules, extensions and plugins in accordance with the specifications (forms, slideshows, preparation for referencing, etc.). Some plugins can be used under license and are included in the quote.
6.8. Delivery and completion of work
The SERVICE SUPPLIER will inform the CLIENT by e-mail when the website is online. The on-line e-mail will signify completion of the work.
For a period of fifteen (15) days following the launch of the website, the CLIENT may request minor modifications to the site's content, i.e. slight alterations to the texts (spelling errors, change of words or modification of sentences, etc.). More significant changes, such as the addition of entire paragraphs, will be invoiced again.
6.9. Withdrawal period
6.9.1. Professional customers
The withdrawal period is not mandatory between professionals.
6.9.2 Individual customers
The withdrawal period applies to "individual" customers, i.e. natural persons who do not have a SIREN/SIRET number and who use the SERVICE SUPPLIER's services on a personal basis.
In this case, the CLIENT has a withdrawal period of fourteen (14) working days from acceptance of the offer. The day on which the period begins does not count. If the period ends on a Saturday, Sunday or public holiday, it is extended to the next working day.
This right of withdrawal is exercised by sending a registered letter with acknowledgement of receipt to the SERVICE SUPPLIER and entitles the CLIENT to reimbursement of any sums already paid within fourteen (14) days of receipt of the notice.
After this withdrawal period, the order cannot be cancelled and the sum is automatically due, with interest at the current legal rate.
6.10 - Order modification or cancellation
Any modification or cancellation of the service by the CLIENT will give rise to a confirmation e-mail from the SERVICE SUPPLIER.
The service includes only those services specified in the quotation and approved by the CLIENT. No quotation may be modified without the express agreement of both parties. Any subsequent modification or addition to the initial quote will be subject to a new quote and/or new invoicing.
Any modification to the quotation requested by the CLIENT and approved by the SERVICE SUPPLIER may give rise to additional delivery times.
6.10.2. Cancellation (excluding maintenance service and advertising campaign/community management)
In the event of cancellation of the SERVICE SUPPLIER's services by the CLIENT after signature and receipt of the quotation and before commencement of the work, a percentage of 10% of the total invoice amount will be charged as damages and compensation for services rendered.
In the event of cancellation of the SERVICE SUPPLIER's services by the CLIENT during the performance of the work, the SERVICE SUPPLIER reserves the right to retain a pro rata sum for the work performed.
If the cancellation of an order or breach of contract is caused by the SERVICE SUPPLIER and is not the result of a case of force majeure (interruption of the Internet network, hacking of the SERVICE SUPPLIER's system, disability, serious illness, etc.) and if the reasons for the cancellation are not binding on the CLIENT (unlawful behavior, non-payment, etc.), the SERVICE SUPPLIER undertakes to reimburse the CLIENT in full.) and if the reasons for the cancellation are not binding on the CLIENT (unlawful behavior, non-payment, etc.), the SERVICE SUPPLIER undertakes to reimburse the CLIENT all sums received within fourteen (14) days of the declaration of cancellation or breach.
6.11. Delivery times
The duration of the service will be evaluated during the preliminary study, and if possible, a schedule will be agreed between the parties during the specifications phase.
Any modification made by the CLIENT after the quotation has been signed, resulting in additional costs and an extension of the time initially planned, will be subject to a reassessment of the delivery times.
Delivery times are given as an indication only and are based on experience. The SERVICE SUPPLIER undertakes to adhere as closely as possible to the stated deadline and to keep the CLIENT regularly informed of the progress of the work.
6.11.2. Delay in delivery
The delivery time does not depend solely on the SERVICE SUPPLIER, but also on the CLIENT, who is responsible for providing the elements required to carry out the work (documents, access codes, etc.). The SERVICE SUPPLIER declines all responsibility in the event of delays caused by the CLIENT as a result of insufficient or late transmission of these elements.
The SERVICE SUPPLIER reserves the right to suspend any order while awaiting the information from the CLIENT that is to be included in the order, without prejudice or financial compensation and without this constituting grounds for terminating the order.
Should the CLIENT take an abnormally long time to provide the elements necessary for the proper execution of the contract, the SERVICE SUPPLIER reserves the right to issue an interim invoice for the work already carried out.
Delays in delivery may not justify cancellation of the order by the CLIENT, nor give rise to payment of damages, indemnities or penalties.
The warranty only covers the services described in the contract/quote signed and accepted by the CLIENT.
6.12.1. Order verification
The CLIENT must check that its website is working properly as soon as it is officially online, and inform the SERVICE SUPPLIER of any malfunctions it observes.
The SERVICE SUPPLIER undertakes to remedy any operating problem resulting from a design or performance defect in its services.
However, the SERVICE SUPPLIER's warranty obligation is excluded in the case of the following malfunctions:
- due to misuse by the CLIENT.
- following an intervention by the CLIENT or a third party other than the SERVICE SUPPLIER.
- corresponding to a non-liability clause in the present Conditions of Sale.
- as a result of negligence, faulty management or maintenance by the CLIENT.
6.12.2. Warranty period
The CLIENT has fifteen (15) days from the official launch of its website, and/or the delivery of an ancillary service, to invoke the present warranty in the event of a malfunction.
6.13.1. Scope of application
Only the CLIENT is said to be "responsible" for its website, and this from the moment it goes online. The SERVICE SUPPLIER's liability will therefore be entirely disengaged from the moment the website is delivered.
The CLIENT is the owner of the website and is free to manage its content and administration. The CUSTOMER declares that he accepts the characteristics and limits of the Internet and recognizes in particular the following points: data circulating on the Internet is not necessarily protected, in particular against possible misappropriation.
The SERVICE SUPPLIER may in no case be held responsible for problems relating to hosting, referencing, data transmission reliability, access times or the speed of loading the website.
The SERVICE SUPPLIER will perform its services in accordance with the rules of the trade. It is expressly specified that the SERVICE SUPPLIER is not bound by an obligation of result but by a commitment of means.
6.13.2 Website content
The CLIENT is solely responsible for the content of its website, all information communicated, its use and updating, as well as all files, particularly address files. Consequently, the SERVICE SUPPLIER may not be held responsible for the content of information transmitted, disseminated or collected, its use and updating, or for any files, particularly address files, for any reason whatsoever.
Before transmitting a graphic or textual element to the SERVICE SUPPLIER for the proper performance of the contract, the CLIENT must ensure that it has all rights to reproduce and use this element. The CLIENT is solely liable in this respect.
The CLIENT is civilly and criminally liable for the morality and respect of laws and regulations, in particular those concerning the protection of minors and respect for the human person, as well as for his or her personal data and the rights of third parties, in particular intellectual property rights, and for all data communicated. The CLIENT undertakes to respect the universal principles of Internet use.
The CLIENT undertakes not to propose pages, texts, images, sounds, videos or other animations that do not comply with French legislation. The CLIENT undertakes not to use hypertext links pointing to sites or pages that contravene French or international law or that may harm the SERVICE SUPPLIER's image.
The CLIENT must not, in any way whatsoever, for example through advertising banners, infringe the law, public order, morality and/or the rights of third parties (trademark law, copyright, protection of minors, protection of databases, etc.). In particular, the CLIENT undertakes not to offer pornographic content, nor to offer or allow to be offered commercial services of a pornographic and/or erotic nature, or which are manifestly illicit or contrary to public order (violence, incitement to racial hatred, supply of products or services strictly prohibited in the territory, etc.).
The SERVICE SUPPLIER declines all legal and moral responsibility if the CLIENT has misled the SERVICE SUPPLIER as to the future content of the site contrary to morality or with illegal content, whether during or after the mission. If a CLIENT orders such a service without the SERVICE SUPPLIER's knowledge, the SERVICE SUPPLIER reserves the right to disclose any information to the police and the courts. The CLIENT will be liable for the immediate payment of a contractual penalty of 3800 (three thousand eight hundred) EUR per violation observed, this payment not being exclusive of a legal claim for damages. It is hereby specified that the CLIENT shall pay the penalty as many times as the number of violations that may have occurred. The CLIENT shall immediately remove any reference to the SERVICE SUPPLIER on its website.
6.13.4. Indirect damages
Under no circumstances may the SERVICE SUPPLIER be held liable for indirect damage, such as financial or commercial damage, loss of orders, loss of data, loss of earnings, damage to brand image, loss of profits or customers (for example, untimely disclosure of confidential information concerning them as a result of system failure or hacking).
The SERVICE SUPPLIER cannot be held responsible for any operating losses resulting from the temporary or permanent, partial or total unavailability of an e-commerce store.
6.13.5. Legal information
The SERVICE SUPPLIER cannot be held liable in the event that the CLIENT fails to comply with legal and regulatory authorizations, particularly with regard to data processing.
The drafting of "legal notices", "conditions of use", "general terms and conditions of sale" (...), in the same way as any content, does not fall within the scope of the contract. Under no circumstances may the SERVICE SUPPLIER be held liable for any failure or omission on the part of the CLIENT to put contractual content online.
6.13.6. Data protection
The SERVICE SUPPLIER declines all responsibility in the event of malicious intrusions by third parties on the website and/or in the CLIENT's electronic mailboxes; theft and possible misappropriation of passwords, confidential codes, and more generally any information of a sensitive nature for the CLIENT; contamination by viruses of the CLIENT's data and/or software (it is reminded that the protection of the latter is the CLIENT's responsibility); damage that the CLIENT's equipment may suffer, as the SERVICE SUPPLIER has no intervention to make on the latter.
6.13.7 Maintenance outage
As part of a maintenance service, the SERVICE SUPPLIER reserves the right to temporarily interrupt access to the website without any right to compensation. However, the SERVICE SUPPLIER undertakes to do everything in its power to minimize this type of interruption. The SERVICE SUPPLIER is not liable for loss of income due to interruption or failure of service.
6.13.8. Limits of liability: theme and plugins
184.108.40.206. The SERVICE SUPPLIER declines all responsibility in the event of the use of a premium or free theme which is no longer developed and which has become incompatible with the latest version of WordPress. In this specific case, the theme may no longer be maintained by the SERVICE SUPPLIER, without entitlement to compensation. In any case, the SERVICE SUPPLIER may offer the CLIENT a new quote for the installation of another theme.
220.127.116.11. The SERVICE SUPPLIER's projects use software developed by third parties such as WordPress, plugins, free or premium themes. Under no circumstances can the SERVICE SUPPLIER be held responsible for any anomalies, bugs or malfunctions in these tools, which remain the responsibility of their authors, nor for any associated services (social networks, etc.). Updating WordPress and its modules is the CLIENT's responsibility, unless the CLIENT has subscribed to a maintenance contract.
18.104.22.168. The SERVICE SUPPLIER is responsible for the initial costs associated with the theme and premium plugins under paid license. Renewal of these licenses is normally included as part of an annual maintenance contract, except in the event of subsequent changes to the theme or plugin supplier's terms of sale, resulting in an excessive increase in the annual subscription fee. In such circumstances, the SERVICE SUPPLIER will not renew the license concerned and cannot be held responsible. The CLIENT, informed by the SERVICE SUPPLIER of the supplier's sales modifications, will be solely responsible for renewing the license(s) at its own expense. In any event, the SERVICE SUPPLIER may offer the CLIENT a new quote for the installation of another theme or plugin.
6.13.9. Limits of liability: Internet and ISPs
The SERVICE SUPPLIER cannot be held responsible for the loss of data on the hosting servers. However, the SERVICE SUPPLIER undertakes to do its utmost to secure the CLIENT's data within the limits of its scope of action. This is an obligation of means and not of results.
The SERVICE SUPPLIER cannot be held responsible for the total or partial non-fulfilment of an obligation by the CLIENT and/or for the failure of operators of transport networks to the Internet world, and in particular its access provider(s). In this respect, the SERVICE SUPPLIER informs the CLIENT that its services are independent of other technical operators and that it cannot be held liable for their failure.
6.13.10. Damages and interest
The CLIENT undertakes to take responsibility for any claim and/or proceedings, whatever their form, purpose or nature, which may be brought against the SERVICE SUPPLIER and which relate to the CLIENT's obligations under the present contract.
In any event, the amount of damages for which the SERVICE SUPPLIER may be held liable will be limited to the amount of the sums actually paid by the CLIENT to the SERVICE SUPPLIER for the period in question or invoiced to the CLIENT by the SERVICE SUPPLIER, or to the amount of the sums corresponding to the price of the service, for the part of the service for which the SERVICE SUPPLIER has been held liable. The lower of these amounts will be taken into consideration.
Article 7 - Conditions applicable to the Website Maintenance Service
7.1. Scope of application
The CLIENT acknowledges that it has checked the suitability of the service for its needs and that it has received from the SERVICE SUPPLIER all the information and advice it required to enter into the present website maintenance agreement with full knowledge of the facts.
Maintenance only covers updates to installed products and only concerns the website whose domain names are specified in the contract.
Maintenance includes :
- regularly updating the WordPress CMS, theme and extensions to the latest version.
- page and database backup.
- any preventive measures that the SERVICE SUPPLIER deems necessary to guarantee the stability, coherence and security of the site, without having to obtain the CLIENT's prior agreement.
Maintenance does not include :
- modifications or additions of pages, articles, texts, images, videos, sounds, etc... unless specified in the quotation.
- optimization of the image bank: the CUSTOMER is responsible for deleting multiple copies of media that he has inserted himself, and for ensuring that he has correctly named each media item (without accents).
- solving problems caused by improper handling by the CLIENT.
- solving problems following the addition of extensions by the CUSTOMER.
- solving security problems such as malicious intrusion by third parties, theft and misappropriation of passwords, hacked sites, etc.
7.2. Intervention procedures
When the maintenance contract is subscribed to by the CLIENT, the SERVICE SUPPLIER will visit the administration area of its website at least once (1) a month in order to carry out preventive checks. The updates included in the maintenance will be carried out at the most appropriate time, as judged by the SERVICE SUPPLIER and in the interest of the CLIENT's website.
7.3. Contract duration and renewal
The maintenance contract is concluded for a period of one (1) month and is automatically and tacitly renewable on expiry for an identical period. The CLIENT is under no obligation to renew a maintenance contract with the SERVICE SUPPLIER.
7.4. Termination of maintenance service
The maintenance contract may be terminated at any time by either party. To terminate, the CLIENT must send an e-mail to the SERVICE SUPPLIER, who will then issue an invoice prorated to the number of days during which the contract has been applied.
7.5. Force majeure
In the event of force majeure as defined in article 12 of these General Terms and Conditions of Sale, either party may terminate the maintenance contract ipso jure and without compensation.
7.6. Updating personal data
The CLIENT undertakes to inform the SERVICE SUPPLIER of any change concerning its situation (in particular change of address, electronic or other...) at the latest within one month of this change, except for the change of e-mail address, for which the modification must be transmitted within 48 hours of its use.
7.7. Non-subscription to maintenance service
7.7.1. Scope of application
If a maintenance contract is not subscribed to or renewed by the CLIENT, the SERVICE SUPPLIER's liability towards the CLIENT's website is totally discharged.
Updates to the WordPress CMS, theme and any modules installed on the website are the responsibility of the CLIENT. As the CLIENT becomes the sole administrator of his or her website and may make mistakes, the stability of the website is not guaranteed over time.
7.7.2. Premium licenses
The CLIENT may have to purchase premium licenses for the theme and plugins used, in order to update them themselves and to ensure that the theme used is compatible with the latest versions of WordPress.
Once the contract has been completed and the website is online, and only if a maintenance contract has not been taken out, the CLIENT is advised to change the passwords that give access to its site. The SERVICE SUPPLIER declines all responsibility in the event of damage suffered if the CLIENT has not changed his access codes.
7.7.4. Response to technical problems
If no maintenance contract is taken out by the CLIENT, and in the event of a subsequent technical problem or if the site has to be reinstalled on the hosting server, a new estimate will be drawn up by the SERVICE SUPPLIER to resolve and repair the problem. The CLIENT is free to accept this estimate or to choose another service provider.
Article 8 - Conditions applicable to the Website Management Training Service
8.1. Basic training
At the CLIENT's request, the SERVICE SUPPLIER is able to provide basic training in the management of its website. This training must enable the CLIENT to add articles, pages and/or make text modifications, add/remove photos, etc... Under no circumstances does this training claim to provide complete training in the creation and management of a WordPress website, or in programming languages.
Any basic training provided for in the initial quotation must be carried out by the CLIENT within three (3) months of delivery of the website. At the CLIENT's request, the SERVICE SUPPLIER may subsequently offer other complementary training courses on request.
8.2. Limits of liability
The SERVICE SUPPLIER has no obligation to control modifications made to the website by the CLIENT or by any other person not working for the SERVICE SUPPLIER.
The CLIENT, or the person designated by the CLIENT, who administers the website by adding pages, articles and media is obliged to keep the media library in good order. In particular, the CUSTOMER must remove any images that are duplicated or unused. In order to guarantee the stability of the website's backups, the CUSTOMER must ensure that images are not named with accents. The CUSTOMER is obliged to check all modifications made to the website. The SERVICE SUPPLIER shall under no circumstances be held responsible for the loss of data due to negligence on the part of the CLIENT.
In the event of malfunction of the website due to incorrect handling on the part of the CLIENT, the SERVICE SUPPLIER will automatically invoice the CLIENT for the hours of maintenance required to restore proper operation of the site.
The SERVICE SUPPLIER declines all responsibility for the proper maintenance of the website if the CLIENT updates WordPress, the theme and/or the plugins used. Should the website suffer any damage as a result of the CLIENT's intervention, the SERVICE SUPPLIER will issue an invoice corresponding to the work required to restore the website.
Any intervention by the CLIENT on the source code is at the CLIENT's own risk, and the SERVICE SUPPLIER cannot be held responsible for any malfunctioning of the site.
The SERVICE SUPPLIER declines all responsibility in the event that maintenance work should prove impossible to carry out due to the seriousness of the damage suffered as a result of modifications made by the CLIENT to the website.
Article 9 - Conditions applicable to advertising campaign and community management services
9.1. Contract duration
The SERVICE SUPPLIER's Services are provided for an initial period of one (1) month. At the end of this initial period, the Services are tacitly extended for a period identical to the initial period. If one of the parties does not wish to renew the Services, the other party must be notified by e-mail of the explicit wish to terminate the Services. In the event of termination of the contractual relationship by the Customer, a notice period of one (1) month begins on the first day of the month following that in which the notification was sent.
9.2 Obligation of means
The SERVICE SUPPLIER is bound only by an obligation of means, unless expressly stipulated otherwise. The SERVICE SUPPLIER undertakes to make every effort to provide the Services. However, the SERVICE SUPPLIER is not obliged to use resources that are disproportionate to the objective pursued by the Customer.
9.3. Completion times
Delivery times are given as an indication only. They will be suspended in the event of force majeure, non-compliance with payment conditions, or if the information to be supplied by the customer is incomplete, inaccurate or not supplied on time. Delay in the performance of the Services will only give rise to the award of damages if it is incontestably demonstrated that the delay is due to gross negligence on the part of the SERVICE SUPPLIER.
9.4. Customer's liability
In order to enable the Services to be carried out efficiently and optimally, the Customer undertakes: (i) to provide the SERVICE SUPPLIER with the information and documents required by the latter; (ii) to allow access to all the installations, equipment and premises concerned by the Services - in particular to the Customer's advertising accounts and Facebook and Instagram accounts; (iii) to allow all or part of the Services to be delegated to third parties, after specific information has been provided by the SERVICE SUPPLIER.
9.5. Intellectual property rights
The Customer guarantees the SERVICE SUPPLIER that it has all the necessary intellectual rights to the content, texts, images, logos, graphics, photos, video films, audio recordings, files, software, databases, etc. that it makes available to the SERVICE SUPPLIER for the proper performance of its Services on behalf of the Customer. The Customer assures the SERVICE SUPPLIER that it will hold it harmless against any possible claim from a third party claiming to have an intellectual or industrial right to one or more of the elements that are the subject of the SERVICE SUPPLIER's Services on behalf of the Customer.
9.6 Advertising budget
The monthly fee invoiced to the CLIENT does not include the advertising budget invoiced by Google or Facebook. The amount of this budget is defined upstream jointly by the CLIENT and the SERVICE SUPPLIER. The SERVICE SUPPLIER undertakes to manage advertising expenditure in order to respect the budget envelope entrusted to it.
Article 10 - Terms and conditions Conditions applicable to photo/video production and graphic design services
10.1. Scope of application
For photo/video shoots, the SERVICE SUPPLIER undertakes to make every effort to comply with the indications provided by the customer, subject to technical impossibility or the existence of intellectual property rights held by third parties. The SERVICE SUPPLIER's priority is to deliver a quality photo/film report to the customer, but certain elements, beyond its control, may sometimes make it difficult to shoot.
For example, in rainy/thunderstormy weather, outdoor aerial and ground shots may be impossible, difficult or even dangerous.
In the event of situations deemed dangerous or presenting a potential risk for the cameraman and/or his equipment, the SERVICE SUPPLIER reserves the right to interrupt the shooting temporarily or permanently.
The customer may be asked to obtain the necessary authorizations required in public places.
If the SERVICE SUPPLIER is unable to provide the service, the deposit will be returned to the customer in full.
10.2. Image rights
The customer undertakes to inform his extras and/or participants that they will be filmed and/or photographed without them requesting image rights. If, however, certain people absolutely do not wish to appear, the customer undertakes to inform the SERVICE SUPPLIER as soon as possible.
However, it is preferable for the customer to have them sign an image rights agreement.
The SERVICE SUPPLIER undertakes to comply with laws relating to image rights and intellectual property, for example by having the client sign, if necessary, authorizations for distribution and use.
In the event of refusal, the SERVICE SUPPLIER cannot be held responsible for the non-fulfilment of the service in its entirety.
10.3 Distribution rights
The video product is intended for distribution exclusively on the media defined in the quotation and invoice. Any commercial or similar distribution and/or use on cable, television, interactive terminals or any other known or unknown media is subject to an additional contract between the customer and the SERVICE SUPPLIER. The SERVICE SUPPLIER declines all responsibility in the event of illicit distribution and/or exploitation of the product. The SERVICE SUPPLIER reserves the right to use the images resulting from the service and to publish them on its website. And, if necessary, via video platforms, for the purpose of promoting its business.
In the event of refusal on the part of the Customer, the latter must send a registered letter with acknowledgement of receipt to the SERVICE SUPPLIER stating the reasons for his refusal to distribute the images.
10.4 Storage of digital files
The rushes will be kept for 3 months after delivery of the project.
If the customer requires a longer storage period, he must make a written request to the SERVICE SUPPLIER and pay a fee for the storage. A specific estimate for delivery of rushes may also be agreed in advance between the parties. After this period, it will no longer be possible to request a copy of these files.
10.5. Reproduction rights
Under French intellectual property law (code L 335 1 -4), the right to reproduce videos/DVDs is prohibited.
Article 11 - Terms and conditions Conditions applicable to drone aerial photography services
11.1. Conditions for ordering, payment and delivery of Images
All orders must be accompanied by our quotation, signed with the words "Read and approved, good for order", which constitutes full acceptance of our General Terms and Conditions of Sale. A deposit of 30% of the total including VAT must be enclosed to start the mission. The mission may be postponed free of charge if weather conditions do not allow the flight, and/or if the necessary authorizations for the overflight have not been obtained in time. It is understood that if the authorities do not grant authorization to fly over the site indicated by the customer, the 30% deposit will be returned in full. The balance is payable on completion of the assignment, on receipt of the invoice sent by e-mail. Images are either delivered to you in the field on your own media, or via a download link, at your convenience.
11.2 Conditions for drone images
Using a drone involves a number of constraints, particularly in terms of safety, often linked to specific weather conditions on the ground. Unfortunately, it is impossible to guarantee results in advance. Only the drone pilot and the camera operator are in a position to judge, at each point of elevation, what is or is not possible to achieve in order to best satisfy the customer's image requirements, while operating within the legal framework. The service provider refrains from flying over people or sensitive sites. Under current legislation, the drone may not be used within 10 meters of any person not involved in the filming (sometimes 30m). All such persons must sign a certificate stating that they have been informed of the procedure to be followed in the event of an incident involving the aircraft. Take-offs and landings are carried out from a secure area (third-party exclusion zone) defined jointly with the customer. The maximum altitude is 120m, and the maximum distance between the pilot and the drone is 100m in town, and 200m outside built-up areas. Should these constraints prevent us from fulfilling the customer's wishes in full, the customer agrees to make do with images that can be produced in a safe environment, which is the top priority for all flights.
The customer undertakes not to request flights where safety cannot be guaranteed and/or which do not comply with current regulations.
The service provider undertakes to make every effort to provide the customer with the images required, within the constraints set out above.
The amount invoiced for the service will remain unchanged whatever the nature of the images produced, the result of the best possible compromise.
The customer is responsible for obtaining all necessary authorizations for the people, property and land to be filmed or photographed, whether in public or private spaces. If necessary, and for a fee, the service provider will be responsible for obtaining flight authorizations from the relevant authorities on behalf of the customer (please allow 10-20 days for administration).
11.4. Mission cancellation
#1 - Cancellation BEFORE the mission: the 30% deposit is returned in full, after deduction, where applicable, of the cost of requesting flight authorization from the authorities (€75 excl. VAT), which remains due even if the mission does not take place or authorization is not granted. If the deposit has not been cashed, an invoice will be issued for the cost of requesting authorization to fly, amounting to €75 excluding VAT.
#2 - Cancellation DURING the mission,
2a) If conditions on arrival are not suitable for flying, travel, accommodation and catering costs remain payable.
2b) If within the first hour, for weather reasons, it turns out that the drone flight is not possible (wind, rain, other...), a flat fee of 20% of the amount of the approved quote (excluding travel expenses) remains due with a minimum of 300€HT.
2c) If the duration of the mission is shortened by the customer on the site(s), the amount invoiced will be based on the time elapsed with a minimum of ½ day plus overtime. Travel expenses not included.
2d) If the duration of the mission is shortened due to damage to the drone, and provided that the images can be recovered, the amount invoiced will be based on the time elapsed, with a minimum of ½ day plus overtime. Travel expenses extra.
In cases 2b, 2c, 2d, the images produced are then returned to the customer against payment of the said sums.
11.5. Duration of drone missions and flights
Each flight lasts between 3 and 45 minutes, depending on the weather and the load carried.
The half-day rate applies to 4 effective hours on site (excluding travel time).
The day rate covers 9 effective hours on site, including a one-hour lunch break.
Each hour overrun will be billed extra.
11.6 Insurance and liability in the event of an in-flight incident involving the drone
By signing the present contract, the customer understands that the drone flight "he/she is sponsoring" may involve a risk of accidental fall beyond the pilot's skills or the provider's control, for example (non-exhaustive list): strong gusts of wind, unforeseeable obstacles, birds, radio transmission/reception failure, power supply failure, short-circuit, forced landing... Although equipped with prevention and warning instruments, some potential failures are nonetheless unforeseeable. We are covered by professional civil liability insurance. The service provider makes every effort to prevent such an event from occurring. The customer undertakes to comply with any safety instructions requested by the service provider to avoid any accident, a sine qua non condition without which the service provider would not have contracted. The service provider is solely responsible for the loss and repair of the drone and its on-board audiovisual equipment. In the case of audiovisual equipment rented by the customer or belonging to him, present on the drone at the customer's request at the time of the crash, the customer will fully assume the cost of damage to the said equipment and hereby undertakes not to claim any compensation of any kind from the service provider, in the knowledge that his equipment is not covered by our insurance for damage or loss it may suffer in the event of minor or major damage.
11.7 Ownership and use of images
The images captured by the SERVICE SUPPLIER during this mission remain his sole property. A non-exclusive license of use is granted to the customer, after full payment of the invoiced amounts. In the event of payment being delayed, the customer agrees not to distribute the work. However, he is authorized to post-produce them and incorporate them into any products he sees fit. In the event of distribution without payment of the balance by the date agreed on the invoice, the SERVICE SUPPLIER reserves the right to take legal action, with damages. The customer agrees, in accordance with industry practice, to include the following notice in the credits of the work:
Aerial images - EPIFYT
The customer is hereby informed that the SERVICE SUPPLIER may use the images from the aforementioned mission for the purposes of promoting its aerial photography activity, and in particular the publication of these images on its websites or those of partners in business with it, either individually or as part of a montage of images of its choice.
11.8. Jurisdiction clause
In the event of any dispute relating to the interpretation and performance of this contract, the Marseille Commercial Court shall have sole jurisdiction.
Article 12 - Rates and payment
The SERVICE SUPPLIER's services are subject to VAT at a rate of 20%.. Quotations and invoices issued by the SERVICE SUPPLIER are therefore inclusive of all taxes, and nothing is to be added to their amount.
12.2 Scope of application
In return for the services mentioned in the quotation accepted by the CLIENT, the CLIENT undertakes to pay the SERVICE SUPPLIER the amount of the fees specified in the quotation. The CLIENT is solely responsible for payment of all sums due under the SERVICE SUPPLIER's service contract.
Prices for services may change at any time, except in the case of quotations accepted and returned to the SERVICE SUPPLIER. The prices used as a basis for invoicing are unit prices.
12.3 Payment methods
The professional or non-professional CLIENT must pay the price according to the specifications on the quotation, i.e. by bank transfer to the SERVICE SUPPLIER's account.
12.4 Terms of payment
The quotation specifies the following terms of payment:
12.4.1. Website creation or redesign
Upon acceptance of the services, the CLIENT will complete and sign the quotation, which will act as an Order Form. Payment terms are as follows:
- 30% deposit on order
- The balance is due within thirty (30) days of the website going live.
12.4.2. Contract for website maintenance, management of advertising campaigns or management of social networks (community management)
- Payment within 30 days of end of monthly contract.
12.4.3. Other services
- Payment within 30 days of delivery.
12.5. Transfer of ownership
The work carried out remains the sole property of the SERVICE SUPPLIER until the corresponding invoice has been paid in full. The transfer of ownership from the SERVICE SUPPLIER to the CUSTOMER is effected upon payment of the remaining balance due by the CUSTOMER.
12.6. Late payment
Any delay in payment beyond thirty (30) days from the date of issue of the invoice will automatically incur, in accordance with the law, late payment penalties equal to 2.7% of the amount of the invoice including VAT.
The starting date for late payment penalties is the day after the due date.
Penalties are calculated from the date of payment of the invoice. The CLIENT must pay late penalties at the same time as it pays its invoice. Late payment penalties are due and payable as soon as the CLIENT has not paid its invoice by the due date. The SERVICE SUPPLIER does not have to inform the CLIENT of the application and payability of late penalties, which are applied by operation of law.
Any professional CLIENT in arrears of payment shall owe the SERVICE SUPPLIER a fixed indemnity for collection costs of 40 euros in addition to the late payment penalties. In the event that the collection costs incurred exceed the amount of the fixed penalty, the SERVICE SUPPLIER may request additional compensation upon justification.
The SERVICE SUPPLIER reserves the right to suspend work in progress until full payment of the unpaid invoice, without being held responsible for this non-performance.
No discount will be granted for early payment.
Article 13 - Incapacity for work
The SERVICE SUPPLIER must notify the CLIENT on the first working day of its incapacity.
In the event of inability to work due to illness or accident, the SERVICE SUPPLIER reserves the right to terminate current contracts and/or modify the current schedule without the CLIENT being able to demand payment of compensation.
Article 14 - Force majeure
14.1 Scope of application
All circumstances beyond the control of the parties, which prevent the performance of their obligations under normal conditions, shall be considered as grounds for exoneration from the parties' obligations and shall result in their suspension.
The party invoking the above-mentioned circumstances must immediately notify the other party of their occurrence, as well as of their disappearance. The two parties will then agree on the conditions under which performance of the contract will continue.
14.2. Force majeure and liability
Neither party shall be liable to the other for non-performance or delay in performance of any obligation under the contract caused by the other party following the occurrence of a case of force majeure as recognized by French courts and jurisprudence.
Under no circumstances may the SERVICE SUPPLIER be held liable in the event of force majeure as usually recognized by French case law and courts, or an event or incident beyond the SERVICE SUPPLIER's control.
Force majeure is any event beyond the control, unavoidable and beyond the control of the parties, including blockage of means of transport or supplies, earthquakes, fires, storms, floods, lightning, power failure, stoppage of telecommunications networks or difficulties specific to telecommunications networks external to the CUSTOMER...
Article 15 - Confidentiality
Each party undertakes to keep confidential, for the duration of the contract and after its expiry, all information, documents, know-how, databases, passwords and confidential codes originating from the other party of which it may have become aware during the performance of the contract, and shall not divulge them to any third party whatsoever, nor use them outside the requirements of the contract.
Article 16 - Intellectual property
The intellectual property of the creations produced by the SERVICE SUPPLIER is transferred to the CLIENT upon receipt and collection of full and effective payment for the service.
Article 17 - Right of publicity
The CLIENT authorizes the SERVICE SUPPLIER to quote its name and company name, as well as its URL and screenshots of its web pages, as references for the SERVICE SUPPLIER's commercial promotion.
The CLIENT is informed that a link to its site may be created from the SERVICE SUPPLIER's site, which will increase its visibility in search engines. The CLIENT may object to this measure by sending an e-mail to the SERVICE SUPPLIER.
The CLIENT undertakes to include at the bottom of each page of its website the discreet mention "Site created by Epifyt - Freelances Marketing Digital", possibly accompanied by a link to www.epifyt.fr.
Article 18 - Applicable law
These General Terms and Conditions of Sale are governed solely by French law.