1.1 Any order placed by the Advertiser automatically entails the unconditional application of these General Conditions of Sale.
1.2 The work corresponding to the order shall not be committed by the Agency until it receives a copy of the estimate drawn up by the Agency, dated and signed by the Advertiser. The signing of a quotation transforms it into a final order which is binding on the Agency and the Advertiser. However, if for reasons relating to the particular circumstances of an order (in particular urgency) work is undertaken by the Agency without any prior estimate being drawn up, or without the estimate drawn up by the Agency having been signed by the Advertiser, the Agency reserves the right, if necessary, to demonstrate by any means the existence of the order placed. Agreement to the quotation may be given by any written means, including by e-mail.
1.3 In the event of a change in the elements covered by the initial order, an additional estimate may be drawn up by the Agency and sent to the Advertiser, who shall return a dated and signed copy.
1.4 In the event of cancellation of the assignment after the quotation has been signed, the Advertiser will be invoiced on a pro rata basis for the work performed. In all cases, the sum invoiced shall not be less than 30% of the signed quote. The Agency shall not, under any circumstances, incur the slightest liability for cancellations or changes decided by the Advertiser after approval of the quote.
1.5 Quotations are valid for three months from the date of their issue. Beyond this period, and in the absence of acceptance by the Advertiser, they may be revised according to any variations in the prices of raw materials or labour costs or the exchange rate, if applicable. In any event, the amounts indicated on the quotation are given as an indication; the final price corresponding to the order may vary by more or less than 15% of the amount estimated on the quotation.
1.6 Deadlines are communicated in good faith and as an indication. Under no circumstances shall a delay lead to the payment of compensation and/or justify a possible refusal to deliver by the Advertiser, unless expressly stated in writing by the Advertiser, explicitly mentioned on the quotation when signing.
2.1 The Agency’s terms of payment provide for a deposit of 50% upon signature of the quotation and presentation of the invoice. The balance will be paid on delivery upon presentation of the invoice. In cases where a project exceeds a duration of two months from the signing of the initial estimate, each work phase established by the estimate may be invoiced separately as the project progresses. The Agency may invoice for the balance of the work due at a maximum of three months from the signing of the initial estimate, if the project exceeds this duration.
2.2 Unless otherwise agreed with the Advertiser, the Agency’s invoices are payable by bank transfer or cheque within 30 days of the date of the invoice. In all cases, the Agency may not under any circumstances carry out an online posting or production (printing, filming, etc.) without at least the deposit invoice having been paid. We remind you that Article 22 of the law on the modernisation of the economy of 4 August 2008 requires the payment period agreed between the parties to be respected, failure to respect these periods being punishable by a fine of 15,000 euros, or even a civil fine.
2.3 When the practices provide for the payment of a deposit with advance payment (for example in the case of film or video production), this deposit will be invoiced to the Advertiser and must be paid by the latter at least 5 working days before the start of the first expenses, the balance being invoiced on delivery of the work.
2.4 Invoices corresponding to the rights of third parties engaged for the campaigns shall be paid by the Advertiser in accordance with the conditions negotiated with these third parties and, at the latest, at the time of the first broadcast.
2.5 Any sum not paid on the due date shall automatically and without prior notice give rise to the payment of late penalties in accordance with the provisions of Article L.441-6 of the French Commercial Code, i.e. in an amount equivalent to that resulting from the application of a rate equal to one and a half times the legal interest rate applicable on the day on which payment should have been made, with the costs of recovery being borne by the Advertiser. Any sum paid before the due date shall not give rise to any discount.
2.6 Travel expenses incurred by the Agency shall be reimbursed upon presentation of receipts by the Agency to the Advertiser, and if claimed by the Advertiser.
3.1 The Advertiser shall make available to the Agency all elements necessary for the knowledge of the product or service which is the subject of the order, and if applicable, for the knowledge of their market. These elements may be returned by the Agency to the Advertiser on request, after the final termination of the order.
3.2 Items of any kind belonging to the Advertiser and deposited in the Agency’s offices are under the sole responsibility of the Advertiser, who shall be personally responsible for any insurance required to cover such items. The Agency shall not be liable for any damage or accident suffered by these items.
3.3 The Agency undertakes not to disclose any information designated as confidential by the Advertiser concerning its products or services for the purpose of the communication, unless such information is in the public domain.
3.4 The Advertiser shall indemnify the Agency against all consequences of any action arising from inaccurate information about its products or services resulting from misleading or deceptive advertising or unfair competition. He is therefore responsible for the information he sends to the Agency, particularly concerning the name, composition, name of the operation, qualities, price and performance of his products or services, in accordance with articles L121.1 to L121.7 of the law of 26.07.1993 relating to the Consumer Code. He is also responsible for compliance with the regulations specific to his activity and for the legality of the commercial or promotional offers that he sends to the Agency. Consequently, the Agency may not under any circumstances be held responsible for the dissemination of advertising information on the projects it has submitted to the Advertiser and on which it has obtained his agreement, particularly in the event of liability claims.
3.5 The Advertiser is also fully responsible for the validity of the rights to the still and/or animated visuals transmitted to the Agency for the use that will be made of them. Similarly, the Advertiser guarantees the Agency that he has full and complete rights to the names or concepts that he may provide to the Agency for the dissemination of campaigns and other advertising materials. The Agency shall not be held liable in any way if this is not the case.
3.6 The Agency undertakes to use its best efforts to ensure the correct execution of its mission. The Agency undertakes to deliver to the Advertiser an original and available campaign, within the limits of the research that can reasonably be carried out. However, the Agency shall not be held responsible for the results obtained by the campaigns it undertakes. As a service provider, the Agency has an obligation to advise and demand the implementation of the communication operation decided by the Advertiser. However, it cannot guarantee the achievement of the objectives set by the Advertiser in terms of concrete returns (sales achieved, for example) or other returns on investment. Similarly, the Agency may present prospective results but cannot commit itself to the realisation of these assumptions.
4.1 As long as an institutional, advertising and/or editorial creation presented by the Agency has not been exploited or invoiced by it, the representation and/or reproduction rights on this creation will remain, unless there is a specific express agreement, the property of the Agency.
4.2 The Agency’s creations shall become the property of the Advertiser once the latter has paid the full amount of the corresponding payment. However, the Advertiser may in no case use all or part of the creations made by the Agency except as expressly provided for in the quote in terms of A) type of medium ordered (the Advertiser undertakes not to use the creations produced for other projects or subjects than the mission initially entrusted to the Agency). B) duration of use, and C) geographical area of use. The Agency shall not be held responsible for any use by the Advertiser that does not correspond to the terms of the quote or that has not been the subject of specific written negotiations between the Agency and the Advertiser and a corresponding quote.
4.3 With regard to third party rights (copyright, neighbouring rights, image rights, personality rights, etc.), these rights are negotiated by the Agency in agreement with the Advertiser according to the requirements of the communication operations and invoiced to the latter. In the event that it is envisaged to proceed with uses other than those initially envisaged, the Agency shall endeavour to negotiate with a view to acquiring the creative rights necessary for such uses. The Agency shall indicate to the Advertiser the amount and limit of the rights acquired.
4.4 In the absence of any express stipulation concerning the transfer of rights, the creations ordered by the Advertiser and the related rights shall remain the exclusive property of the Agency. In all cases, the use of the creations shall be in accordance with the provisions of the Intellectual Property Code.
4.5 Printing documents, plans, visuals, source files and other technical documents used in the production of the project may be supplied by the Agency to the Advertiser, at the Advertiser’s request and subject to the Agency’s and third parties’ rights of use.
4.6 The Advertiser expressly authorises the Agency to mention their collaboration and to use or mention the creations and campaigns carried out on behalf of the Advertiser in the Agency’s own advertising. This authorisation is valid for communications carried out by the Agency on its website, with prospects and clients, the professional press, professional organisations and other spaces linked to the needs of its representation. The Advertiser also undertakes to use the Agency’s name as much as possible in any use of the work ordered.
Any purchase of space intended for the dissemination of online or offline advertising messages by any means whatsoever, carried out by the Agency in the name and on behalf of the Advertiser, shall be preceded by the signing of a mandate contract between the parties, in accordance with the provisions of the law of 29 January 1993. In addition, the purchase of advertising space shall be subject to the Agency’s specific General Terms and Conditions of Sale.
6.1 Ownership of the work delivered, or of the rights assigned, following an order placed shall be reserved to the Agency until full payment of the price by the Advertiser.
6.2 In any event, the amount of the Agency’s liability shall not exceed the total amount of the Agency’s remuneration as set out in the signed quote. Consequently, the Advertiser and its insurers waive their right to take action against the Agency and its insurers beyond this amount.
6.3 In the event of a dispute or litigation, and in the absence of an amicable settlement, the courts of Paris shall have exclusive jurisdiction.