Conditions
Updated the 06/01/2023
Preamble
JO1 is a sole proprietorship with a capital of €1,000, whose registered office is located at 941 Avenue du Mas de Sapte 34130 Saint-Aunès, and is registered with the RCS of Montpellier under the SIREN 812 842 979 and represented by its current President (hereinafter the "Service Provider").
The Service Provider offers consulting, operational assistance and training services in the field of user experience design to companies (hereinafter the "Services").
The order includes all Services explicitly listed in the quote (hereinafter the "Order").
These General Terms and Conditions of Sale (hereinafter the "GTC") govern the access, conditions of exercise and use of the Services offered by the Service Provider to any person placing an Order with the latter on behalf of their company or one of their clients (hereinafter the "Client"). They are stipulated without prejudice to the provisions of public law applicable to consumer and non-professional clients.
Article 1 - Principle
The Service Provider and the Client (hereinafter referred to as the "Parties") agree that these General Terms and Conditions of Sale (CGV) constitute, together with the quote, the sole basis of their commercial relationship throughout the fulfillment of the Order and prevail over any other document, in particular over all the Client's general terms and conditions of purchase. They apply without restriction or reservation to all Orders delivered by the Service Provider and the Client acknowledges having read them.
The CGV are annexed to the quotes issued by the Service Provider who reserves the right to deviate from certain clauses of these CGV, depending on the negotiations conducted with the Client, by establishing particular, express and written sales conditions specified, where applicable, in the quote.
The quote exhaustively and restrictively stipulates the Services due by the Service Provider to the Client.
The Service Provider reserves the right to modify the content of the CGV during the performance of the Order. In such a case, it will send the new wording selected to its Client, who will have the possibility of objecting to the application of the new CGV by sending a registered letter within fifteen (15) days following the receipt of the information of their modification. In any case, the new wording of the CGV will be effective as of the next Order.
Article 2 - The order
Any order is deemed to have been placed and accepted upon receipt of (i) the quote duly completed and signed by the Client and (ii) the deposit paid by the Client, the amount of which is specified in the quote. In the absence of any contrary stipulation in the quote, this deposit shall be 50% of the total amount of the order.
The quote duly completed and signed by the Client constitutes acceptance of all the conditions stipulated in the quote and these General Terms and Conditions, including the price and detailed services, and serves as a purchase order.
The payment of the deposit by the Client is a condition for the commencement of services by the Service Provider.
Article 3 - Modification or Cancellation of the Order
If the Client wishes to modify the scope of the ongoing Order, a new quote may be submitted by the Service Provider to complete the previous agreement if deemed necessary.
In the case of long-term Orders, the occasional addition of additional time will be subject to the conditions indicated in the quote.
In the event of cancellation of the Order by the Client after its acceptance in accordance with article 2 of these GTCs, and except in cases of force majeure:
The deposit paid will be automatically acquired by the Service Provider;
The Service Provider will have the right to demand from the Client the costs incurred for the execution of the Services, including the remuneration of its employees for the time spent, up to the day of notification of the cancellation of the Order by the Client;
An additional amount corresponding to 30% of the total pre-tax price of the remaining Services to be invoiced will be acquired by the Service Provider and invoiced to the Client, as damages, in compensation for the prejudice suffered by the Service Provider.
Any silence kept by the Client after one (1) month following a notice addressed by the Service Provider to the Client by registered letter with acknowledgment of receipt will be treated as a cancellation of the Order by the Client within the meaning of this article.
Article 4 - Prices
The prices are presented excluding taxes (HT).
The Service Provider may occasionally provide the Client with price reductions, discounts, and rebates based on the duration or regularity of Orders, according to the conditions set at their discretion. Any facilities granted by the Service Provider shall not constitute a waiver of the rights agreed upon in these T&C.
For each Order, one or several invoices will be established, according to the payment schedule provided in the quote, by the Service Provider for the Client.
If applicable, travel, subsistence, and lodging expenses incurred for the execution of the Services will also be invoiced upon presentation of receipts.
Travel by car will be reimbursed as mileage expenses based on the current tax scale.
Article 5 - Payment Deadlines and Methods
The payment of the balance of the Order shall be made no later than the 30th day following the invoice date, unless otherwise specified in the estimate.
Payments may be made by bank transfer to the bank account specified on the invoices or by automatic deduction with the Client's agreement.
The Services will be delivered by the Service Provider to the Client upon payment of the balance of the Order and remain the sole and exclusive property of the Service Provider until the invoices issued by the latter are fully paid by the Client, up to the total amount of the Order and any amendments made during the execution. The Client is thus not authorized to benefit from or use the work resulting from the Services of the Service Provider until full payment of the Service Provider's invoices.
No discount will be granted for early payment.
In case of total or partial default in payment of the Order on the date agreed on the invoice, without the need for a reminder from the Service Provider, the Client shall pay the Service Provider a late penalty, the rate of which is equal to the European Central Bank's refinancing rate plus 10 percentage points and the legal flat-rate compensation of 40€.
In case of non-compliance by the Client with these GTCs, including the non-payment, even partial, of an invoice, at its due date, the Service Provider reserves the right to suspend the execution of Orders in progress without this failure being considered attributable to him. The Service Provider reserves the right to terminate even unfinished Orders, fifteen (15) days after receipt by the Client of a demand for payment and/or rectification of the default which has remained unsuccessful, without prejudice to his right to seek damages in court.
Article 6 - Order Fulfillment
The Order will be fully or partially ensured by the Service Provider and/or a subcontractor meeting the same qualification requirements, without the Client being able to object.
If the Order requires special technical skills, the Service Provider will inform the Client of its ability to subcontract part of it. The subcontractor will then intervene under the sole responsibility of the Service Provider, who undertakes to keep confidential all information which the subcontractor may become aware of in the course of carrying out the Order.
The Service Provider undertakes to use its best efforts to meet the deadlines announced at the time the Order is placed. This is an obligation of means. In the event that the Service Provider is unable to meet the announced deadlines, for whatever reason, the Service Provider undertakes to inform the Client as soon as possible and to inform them of the new deadline by any means. Under no circumstances shall the Service Provider be liable for late delivery and the Client shall not be able to claim damages against the Service Provider for delay in performing the Services.
The Parties expressly agree to waive the provisions of Article 1195 of the Civil Code.
Article 7 - Reservation of Ownership
The entirety of the delivered items and the rights related to them, remain the full and exclusive property of the Service Provider as long as the invoices issued by the Service Provider are not fully paid by the Client, up to the total amount of the Order and any amendments made during its realization.
Article 8 - Force majeure
This HTML represents a heading for an article regarding force majeure.
Any event outside of the Parties resulting from an unforeseeable circumstance that completely prevents the execution of the Contract by the Parties constitutes a force majeure event. The Party unable to fulfill its contractual obligations due to force majeure must inform the other party of this situation without delay by any means. In such a case, the Parties may suspend the performance of their obligations, without liability, provided they inform the other Party within ten (10) days of the occurrence of the event. They will work together to find means to limit the consequences of such a situation and may consider the temporary suspension provided for in Article 1218 of the Civil Code.
If the force majeure event persists for more than sixty (60) days and definitively prevents the execution of the Order, it may be terminated automatically at the initiative of either Party through written notification with immediate effect, without compensation on either side.
Article 9 - Provider's Obligations
The Orders will be executed in strict accordance with professional rules and, where appropriate, in accordance with the conditions of the Order.
The Client acknowledges that the Provider is not obliged, and even less obliged to achieve specific results, with regard to economic and commercial benefits for the Client, so that its liability cannot be engaged by the Client if the latter is not satisfied with the impact of the Provider's Services.
The Provider's liability for any other case than those mentioned in these T&C is limited to the amount of the sums paid to the Provider by the Client until the occurrence of the event leading to the Provider's liability and excludes in any event indirect damages (such as loss of business).
Article 10 - Client Obligations
The Provider's responsibility cannot be engaged in the event of the Client's non-compliance with these general terms and conditions (CGV), without prejudice to the limitation of liability clauses stipulated in these CGV.
In order to facilitate the proper execution of Orders, the Client declares to be aware that the Provider is dependent on the precise definition of its needs, especially the specificities related to its sector of activity, as well as its cooperation throughout the execution of the Order, and thus commits to:
Provide the Provider with the necessary information and elements for the proper execution of the Order and within the requested deadlines (test access, statistics, graphic elements, content...). It also guarantees that it holds the necessary rights to use and modify these elements within the scope of the Order;
Designate a contact person invested with decision-making power;
Make decisions within the defined deadlines and obtain the necessary hierarchical approvals in order not to delay the completion of the Order;
Notify the Provider of any possible difficulty in relation to the execution of the Order;
Pay for the Order under the conditions specified in the estimate, invoices and these CGV;
Maintain strict confidentiality regarding mock-ups, projects, diagrams, and more generally any intermediate work or work in progress provided by the Provider as part of the execution of the Services. Thus, the Client undertakes not to disclose them, directly or indirectly, to any third party until completion and delivery of the Order by the Provider;
Ensure that its commercial practices and relations with its employees, managers, representatives, and third parties always comply with the laws, regulations, and customs governing these relations;
Include in credits: the name of the Provider with a hypertext link redirecting to its website if the medium allows it, or failing that, the name of the Provider accompanied by the address of its website.
When the Client wishes the Provider to perform its Services from existing content, the Client undertakes to provide the Provider, for the entire duration of the execution of the Order, with all existing visual elements as well as the existing graphic charter, and more generally, any element necessary for the proper realization of the Services by the Provider.
The Provider agrees to treat these elements provided by the Client as Confidential Information of the Client.
Article 11 - Information and Advertising
The Provider reserves the right, including in the case of an exclusive transfer of all of the proprietary rights, to mention their work for the Client as a reference using their trademark, company name, and logo, and to disseminate excerpts of the works concerned, or to disseminate the opinions and critiques published by the Client, within the strict framework of their commercial prospecting, external communication, and advertising efforts, and in accordance with the confidentiality of sensitive information shared by the Client. Any reservation of the Provider's right to publicity must be notified and negotiated before the quote is signed.
Article 12 - Confidentiality
Any information related to sales policy, know-how, trade secrets, industrial strategies, methods, and processes communicated by the Client to the Provider and vice versa, as well as any information expressly mentioned by the Parties as confidential during the execution of the Order, shall be considered Confidential Information.
Each Party shall refrain from disclosing the Confidential Information of the other Party and/or using it for any purpose other than for the proper execution of the Order.
Each Party shall take all necessary and reasonable precautions to prevent any disclosure or use of said Confidential Information by its employees, agents or other intermediaries, who may be required to commit to confidentiality.
The obligations set out above shall survive the termination of the Order, for any reason whatsoever, without limitation of duration.
Article 13 - Intellectual property and copyright
The Client (or the client of the Client) remains the sole owner of all the elements to which they may give access to the Service Provider for the purpose of the Order. They guarantee that they have the rights attached to these elements so that the Service Provider can use and modify them freely within the framework of the Order and the Services, and guarantee the Service Provider against any action that may be taken against them.
When the Client wishes the Service Provider to carry out its Services using content provided by them, the Client guarantees to the Service Provider that they have the rights attached to all existing related elements so that the Service Provider can use and modify them freely within the framework of the Services.
In the event that the Service Provider must integrate illustrations, photographs, icons or other models and/or drawings created by third parties that have not been provided by the Client into their works, the Service Provider will prioritize the use of free resources.
If not, if the Service Provider recommends the use of resources subject to third-party intellectual property rights, they shall inform the Client as soon as possible of the existence of these rights and the conditions of use. Thus, it shall be the sole responsibility of the Client to take any measures allowing the use and exploitation of such rights, in particular by negotiating for their own account the rights of use in such conditions that the Service Provider is able to avail themselves of them for the needs of the Order.
The Service Provider cannot be held responsible for any violation of the rights of third parties, and the Client guarantees the Service Provider against any action that may be taken against them in connection with the modification by the Service Provider of existing elements at the request of the Client, in particular by third parties.
Furthermore, the Client assumes full responsibility for the compliance of the works used with the regulations in force.
In accordance with the Intellectual Property Code (articles L.121-1 to L.121-9), only the patrimonial rights explicitly stated in the transfer conditions specified on the estimate will be assigned to the Client for the described work, to the exclusion of any other. The Service Provider remains the owner of the moral rights attached to the works, whatever the conditions of the transfer.
The delivery of the sources or work files relating to this Order will only be made in the event of a necessity induced by the strict use of the work provided for in the conditions specified on the estimate and/or in a subsequent amendment and provided that the Client makes the request.
The Service Provider may use the name, denomination, trademarks, and logos of the Client in accordance with these T&C.
Article 14 - Personal Data Privacy Policy
The Provider acts as the data controller with respect to the data and processing carried out in the performance of the commitments referred to in these terms and conditions. Information for the concerned individuals is communicated through the display on the Provider's website of its data processing policy, accessible at the following address: www.ayachejohan.com. Collection The following personal data is collected directly and voluntarily from the Client: name, surname, company and position within the company, email address, phone number, images, and photographs. Processing This data is necessary for the performance of the Provider's contractual commitments and is used for the processing of orders, contact and identification purposes, billing, statistical and commercial reference purposes, as well as for improving the services offered by the Provider. These personal data processing are carried out in compliance with the General Data Protection Regulation 2016/679 dated 27 April 2016. Moreover, the Client has, at any time, the right to access, rectify, delete all or part of their data, as well as object to its processing or to automated decision-making, by writing an email and justifying their identity to the following address: hello@uxmobile.fr or to the postal address: 941 Avenue du Mas de Sapte - 34130 SAINT-AUNES. Sharing with third parties The data collected may be shared with third parties in the following cases: - Use of a partner subcontracted for the execution of the Order; - Merger, acquisition, asset transfer or judicial reorganization, the Provider may have to transfer or share all or part of its assets, including personal data. In this case, the individuals concerned will be informed before any personal data transfer takes place. Storage This data is stored by the Provider and its possible subcontractors, within the territory of the European Economic Area. Any transfer of data outside the European Union is carried out in accordance with the mechanism of standard contractual clauses adopted by the European Commission by decision 2010/87/EU of 5 February 2010, which ensures a high level of security of your data. Unless relations are maintained, this data will be completely erased within a period of five (5) years from the end of the relationship with JO1. In addition, this information may be transmitted to third parties without prior express agreement in order to achieve the following purposes: - To comply with a legal obligation; - To protect any person against damage; - To combat fraud or harm to the Provider or its other Clients/users; - To protect the Provider's property rights. Security The Client is responsible for the accuracy and lawfulness of the data collection they transmit to the Provider. They undertake not to transmit sensitive data within the meaning of Regulation 2016/679 of 27 April 2016, known as the GDPR. They undertake to inform the Provider within a maximum of seventy-two (72) hours of any exercise of a right granted by the GDPR to the individuals concerned by the processing of personal data in the context of these terms and conditions. They also inform the Provider of any data breach treated under these terms and conditions, within a maximum of forty-eight (48) hours from the discovery of the breach. The Provider ensures an appropriate and proportionate level of security to the risks incurred, as well as to their probability, in compliance with the General Data Protection Regulation. However, the Provider cannot be held to an obligation of result concerning the security of the data.
Article 15 - Applicable Law - Competent Court
These GTC and related Orders are subject to French law.
They are written in French and in case of translation into other languages, the French version shall prevail in case of contradiction.
The Parties undertake to seek an amicable solution to any dispute that may arise from the realization of Orders or these GTC. If they fail to do so, the Parties shall submit the dispute to the competent court located in the jurisdiction of the Paris Court of Appeal, even in the case of multiple defendants, warranty appeals or summary proceedings.
Article 16 - Miscellaneous
The provisions that make up these general conditions of sale are not indivisible, so that if one of them were to be invalid or terminated, the others continue to have full effect.
The fact that a Party does not insist on the completion of an obligation does not mean that it waives this right in the future.