General Terms and Conditions
Digiprod is a simplified joint-stock company (Société par Actions Simplifiée) governed by French law, with a registered office at 16 rue Antonin Raynaud in Levallois Perret (92300), France. The Client is any natural person or legal entity who, in the context of his/its professional activities, has ordered goods or services. The Service provided corresponds to the production of audiovisual content.
These General Terms and Conditions form the contract binding the parties, to the exclusion of the Client’s own conditions. No exemptions to these conditions will be allowed without the prior written consent of Digiprod. The absence of implementation of any provision contained in these General Terms and Conditions cannot be interpreted as a waiver by Digiprod or as an acknowledgement of any right on the part of the Client.
3. Service request.
The Client can request any service by contacting Digiprod at +33 (0)220.127.116.11.68 or via email at email@example.com. Following such a request, Digiprod shall provide a quote indicating the price of the service. The price is exclusive of any VAT or other taxes and strictly and solely refers to the services and support ordered, exclusive of fees and extra disbursements (travel and accommodation outside of the Ile-de-France department, etc.). If the price is accepted, the Client will approve the quote and pay a deposit equivalent to 50% of the price plus VAT and other taxes. The Client will then receive acknowledgement of the order from Digiprod. The order is confirmed and the contract agreed to if, within 15 days from the date of sending the acknowledgement of receipt of the order, Digiprod has not refused the order. In the event of refusal of the order by Digiprod, the deposit will be returned by Digiprod, less a sum equal to 34% of the deposit paid to cover administration costs.
A deposit equivalent to 50% of the price plus VAT and other taxes is invoiced when an order is entered into the system. The balance of the price plus VAT and other taxes is invoiced when the ordered service is delivered.
5. Cancellation clause.
The Client has the right to cancel the contract provided that 1) the cancellation is sent in writing (by registered mail with acknowledgement of receipt) within 30 days of concluding the contract, 2) Digiprod has not already started to carry out its obligations and 3) the Client pays compensation for cancellation equivalent to 66% of the deposit paid, the balance then being refunded to the Client. Beyond this 30-day period or in the event that Digiprod has started work on the contract, it will no longer be possible for the Client to cancel the contract. Where necessary, Article 1794 of the French Civil Code is, by express agreement, rendered inapplicable.
Digiprod may cancel the contract at any moment, by notification generated on its website, by refunding to the Client the total amount of the deposit paid. Where necessary, Article 1794 of the French Civil Code is, by express agreement, rendered inapplicable.
Any modification of the order made after concluding the contract should be sent in writing to Digiprod, who, in case of acceptance, reserves the right to modify its terms as a result.
Digiprod shall not be held liable, either contractually or extra-contractually, for any files, models, drawings, media or any other element sent or used by the Client in the course of performing the contract. The Client warrants that it is the owner and/or is legally authorised to use all the elements provided (typography, photographs, drawings, models, etc.) and that it is solely responsible for their use and for the use of the services and systems provided by Digiprod, including as regards compliance with regulations relating to privacy. The Client will exclude Digiprod from any claim by third parties relating thereto, for principal, interest and costs. Digiprod is not responsible for any material or media provided by the Client, who agrees to insure such items against all risks (fire, theft, damage, etc.), at no cost to Digiprod. Digiprod is not responsible for any faults, deficiencies or damage caused by third parties, including by sub-contractors or enforcement officers. The Client is solely responsible for any delays, malfunctions or adverse consequences which might arise from inaccurate or incomplete information communicated to Digiprod. The Client acknowledges and accepts that all the obligations to which Digiprod is subject are strictly limited and that Digiprod is not responsible except in the case of gross negligence or fraud. In the event that the Client can prove the existence of gross negligence or fraud on the part of Digiprod, the damages which the Client can claim include only material damage resulting directly from the offence with which Digiprod is charged, to the exclusion of any other damage (including psychological damage, loss of use, disturbance damages, loss of earnings, costs incurred, etc.) and shall not, in any event, exceed 75% (excluding taxes) of the amount actually paid by the Client in performance of the contract.
8. Intellectual property rights.
In all circumstances, Digiprod retains ownership of all copyrights to the product created by Digiprod in performance of the contract. However, provided that Digiprod is able to do so, Digiprod shall cede to the Client the exclusive use of the product or service delivered in performance of the contract in exchange for payment of the full price.
Digiprod does, however, retain the right to make use (free of charge) of the finished product produced for the Client pursuant to the contract in order to promote its products and services to third parties, by whatever means. Digiprod remains sole proprietor of all other intellectual property rights (such as trademarks, patents, drawings, models, copyright on any work other than that which constitutes the finished product produced under the contract), and of any know-how developed in the course of performing its services.
9. Approval of goods and services.
Based on the parameters set by the Client, Digiprod will supply a first proposal of the goods or services within seven (7) days of signing the contract. The Client has seven (7) days to approve or reject the proposal. In case of rejection, the Client must set out the reasons for rejection. Any proposal which has not been rejected within the aforementioned period is irrevocably accepted by the Client. Where appropriate, Digiprod shall deliver a second proposal of the goods or services within seven (7) days of the Client’s rejection of the first proposal. The Client has seven (7) days to approve or reject the proposal. In case of rejection, the Client must set out the reasons for rejection. Any proposal which has not been rejected within the aforementioned period is irrevocably accepted by the Client. Where appropriate, Digiprod will make the requested adjustments and supply the final version of the product or service upon prior payment of the balance of the price.
Upon payment of the balance of the price, the Client is solely responsible for collecting the products or services ordered and agrees to take the necessary measures to avoid the delivery of the contract, on its part or on the part of Digiprod, from producing damaging consequences.
10. Exclusivity and anti-poaching.
The Client agrees to deal exclusively with Digiprod during the entire duration of the contract, in relation to the services directly or indirectly linked to its performance, its consequences and effects and not to poach, either directly or indirectly, the employees of Digiprod or its independent service providers.
11. Time limits.
The time limits for delivery and performance are given for information only and are in no way binding upon Digiprod. Any delay in delivery or performance shall not give entitlement to compensation, damages or interest, cancellation of the contract or suspension of the Client’s obligations.
12. Force majeure, accident and lack of foresight.
Digiprod shall not be held liable, either contractually or extra-contractually, in the event of temporary or permanent failure to carry out its obligations, when this failure is the result of force majeure or accident. The following events, in particular, shall be considered to be due to force majeure or accident: 1) the loss, partial or total destruction of Digiprod computer systems or of its database, when any of these events cannot reasonably be considered to be the direct fault of Digiprod and it cannot be demonstrated that Digiprod has omitted to take reasonable measures to prevent any of these events, 2) earthquake, 3) fire, 4) flood, 5) epidemic, 6) acts of war or terrorism, 7) strikes, whether official or unofficial, 8) lock-outs, 9) blockades, 10) insurrections and riots, 11) cuts in energy supply (such as electricity), 12) failure of the internet or data storage system, 13) failure of the telecommunications network, 14) loss of connection to the internet or to the telecommunications network upon which Digiprod relies, 15) an act or decision by a third party, where such a decision affects the correct execution of this contract or 16) any other cause beyond the reasonable control of Digiprod.
If, due to circumstances beyond Digiprod’s control, the performance of its obligations cannot be carried through or is simply made more onerous or difficult, Digiprod and the Client agree to negotiate, dutifully and in good faith, an adjustment to the contractual terms within a reasonable period of time in order to restore the balance. Failing an agreement within a reasonable time limit, each of the Parties may invoke the cancellation of the contractual relationship which unites them, without indemnity or compensation of any kind whatsoever.
Delivery of the product or service ordered by the Client or their partial use carries with it final approval of what has been delivered. Claims relating to work delivered or services supplied are only admissible if (a) they do not relate to the conformity of the goods or services delivered to the parameters set out by the Client and (b) they are communicated by registered letter within 8 days of delivery. In any event, any legal action against Digiprod relating to contractual or extra-contractual liability is limited to 6 months from the date of occurrence of the fault.
Invoices are payable in cash upon receipt, unless otherwise expressly arranged, to the registered office of Digiprod, or to the financial institution mentioned on the invoice. Any invoice which remains unpaid by the due date will be subject to an annual interest rate of 15% until payment is made, not including a standard penalty clause of 15% with a minimum of €125,00, and notwithstanding application of Article No. 53 of the French Act on New Economic Regulations (NRE) of 15 May 2001 and Act No. 2008-776 of 4 August 2008 (also known as the LME Act).
Regarding commercial transactions. Receipt of the invoice constitutes notice to the debtor, automatically and in accordance with Article 1139 of the French Civil Code, without the need of any summons and by the sole expiry of the payment term. If no payment is received by the due date, Digiprod also reserves the right to suspend the performance of its obligations without any prior notice, irrespective of its right to consider, without prior warning or judicial decision, the contract as cancelled by the fault and wrongdoing of the Client and to demand damages and interest. The same applies in the case of failure by the Client to carry out any of its obligations.
15. Applicable law and attribution of jurisdiction:
These General Terms and Conditions of Use are governed by French law and the User, by accepting these General Terms and Conditions of Use, irrevocably concedes exclusive competence to the French courts. Only the courts that fall under the Court of Appeal in Paris shall have jurisdiction to deal with any dispute regarding the validity, interpretation or execution of these General Terms and Conditions of Use, even in the event of multiple defendants or the introduction of third parties.