General terms and

conditions of sale

The present General Terms and Conditions of Sale are up to date as of 1 January 2019.

ARTICLE 1 – The Parties

The term “Provider” refers to SAS Manterys, a simplified joint stock company with a capital of 100 euros, registered with the Antibes Trade and Companies Registry under number RCS 834 104 028, and whose registered office is located at 33 Rue Bricka, 06160 Juan-Les-Pins, France.

The Service Provider is a company specialising in particular in Computer Programming and Web Referencing.

The term “Customer” refers to any legal or natural person who has required the Service Provider’s skills.

The term “Third Party” refers to any individual or legal entity that is not a party to these Terms and Conditions of Sale (T&C).

ARTICLE 2 – General

The purpose of these GCS is to define the rights and obligations of the Parties when the Service Provider provides services to the Client in the context of its activities.

These General Terms and Conditions of Sale (hereinafter referred to as the “GTC”) apply to any contract concluded between the Service Provider and the Client, in the context of the provision of services (the Services) as defined in the quotation validated by the Client.

The Services may be provided either remotely or at the Client’s premises, at the discretion of the Service Provider and the Client.

The Terms and Conditions of Sale are systematically sent or given to each Client before any order is placed (the Order). Consequently, placing an Order implies the Customer’s full and unreserved acceptance of these GCS, to the exclusion of any other documents in its possession such as prospectuses, catalogues or advertising brochures issued by the Service Provider, which shall only have an indicative and non-contractual value.

In the event of a contradiction between the provisions of the quotation and these GCS, the relevant provisions of the quotation shall prevail over the GCS.

These GCS fully govern the relationship between the Service Provider and the Client. No general terms and conditions of purchase may prevail or be opposed by the Client to the Service Provider and no special terms and conditions communicated by the Client to the Service Provider may prevail over the GCS, unless formally accepted in writing by the Service Provider.

Any reservation concerning the GCS put forward by the Customer shall, therefore, in the absence of express acceptance by the Service Provider, be unenforceable against the latter, regardless of when it may have been brought to its attention.

Any provisions derogating from these GCS shall be the result of an express agreement between the Parties, reflected in the Orders confirmed by the Service Provider or any other document that is proof of the agreement of both Parties.

The fact that the Service Provider does not invoke any of the terms and conditions of these GCS at any given time shall not be interpreted as a waiver of the right to invoke any of the said terms and conditions at a later date.

The Service Provider reserves the right to modify these GCS, the Services and the rates at any time and without notice. These changes will not affect any current Orders.

The GCS apply only to professionals to the exclusion of consumers. In this respect, the Customer acknowledges having the status of a professional, in accordance with the provisions of the applicable Consumer Code.

ARTICLE 3 – Definitions

“Order(s)” means the order(s) for the Services issued by an authorized representative of the Client on the basis of the Service Provider’s quotation.

“Contract” means the contract relating to the performance of the Services, formed by these GCS, the Orders and the quotation expressly referring to the GCS duly and expressly signed by both Parties.

“Party(ies)” means individually or collectively the Service Provider and the Client.

“Services” means the services provided by the Service Provider to the Client as described in the Quotation.

ARTICLE 4 – Conclusion of the Contract

Unless otherwise agreed in the quotation, the Contract shall be deemed to have been formed and shall take effect between the Parties on the date of receipt by the Service Provider of the Client’s Order either by email or by post to the Service Provider’s address.

No change or modification to the Contract, in particular as regards the characteristics of the Services, will be taken into consideration unless it has been accepted in writing by the Service Provider.

This provision cannot be replaced by a verbal agreement.

In the absence of specific provisions in the quotation, the time limits for the execution of the Services shall be communicated to the Client for information purposes only. Under no circumstances shall the Service Provider guarantee the time required to perform the Services, nor shall it be liable for, or result in the obligation to pay any compensation or penalty for delay, nor justify the cancellation of the Order in question.

ARTICLE 5 – Obligations of the Parties

Generally speaking, the Client and the Service Provider undertake to collaborate actively to ensure the proper performance of the Contract. Each of the Parties undertakes to communicate any difficulties of which it becomes aware as the project progresses, to enable the other Party to take the necessary decisions.

The Client undertakes to provide fair and truthful information and also undertakes to notify the Service Provider of any changes concerning the information, data and documentation provided.

The Client shall be solely responsible for any malfunctions that may result from erroneous information. The Client must maintain a valid e-mail address and postal address.

a) Obligations of the Customer

The Client expressly declares that it has received from the Service Provider all the information and advice necessary for the performance of the Services and waives its right to seek the Service Provider’s liability in this respect.

To enable the Service Provider to carry out its mission, the Client undertakes to :

  • To collaborate closely with the Service Provider and provide all information, documentation, services and all means useful for the performance of the Services and undertakes to make available to the Service Provider all elements enabling it to fulfil its obligation, including staff dedicated to the proper performance of the Services.

  • Draw up detailed specifications that will not be modified, unless agreed by the Parties, after having been approved by the Service Provider. If necessary, the Service Provider may intervene in the preparation of the specifications, jointly with the Client. In the event that modifications involve a substantial overhaul of the initial specifications, these modifications will be invoiced in addition to the initial estimate.

  • Location data (movements, GPS data, GSM…).

  • Provide the Service Provider with the quotation (dated, signed and stamped).

  • Provide all the documentary, graphic and textual elements necessary for the proper performance of the Contract (in particular in the right formats that can be used according to the media in question), the Client undertakes to provide all the legal information to be added to the documents and assumes responsibility for providing the content of the documents it publishes.

  • Have the necessary rights to the elements provided above.
    Actively collaborate in the success of the project by providing the Service Provider, within the previously defined deadlines, with all the information and documents necessary for a proper understanding of the needs and the proper execution of the Services.

  • Strictly comply with the technical recommendations and artistic suggestions made by the Service Provider.

  • Guarantee the Service Provider against any action that may be brought against it as a result of the nature of the data or information (texts, images, sounds) that may have been provided or chosen by the Client.

  • To pay the amounts due to the Service Provider within the time limits specified in the quote and in these GCS.

  • Inform the Service Provider of any competition with other service providers.

  • Ensure that all the necessary means are made available to enable the Service Provider to perform the Services on its premises and/or remotely.

    Prior to each intervention by the Service Provider, the Client undertakes to carry out all backup procedures necessary to protect and safeguard its data, programs and computer files.

    Finally, the Customer is responsible for its own business and is solely responsible for the laws and regulations applicable to the Services, in particular with regard to the protection of intellectual property rights, legal notices, protection of personal data, protection of minors (if applicable) and consumer law (if applicable).

    b) Obligations of the Service Provider


    Within the framework of these GCS and the performance of the Services, the Service Provider undertakes to provide all the necessary means and to do everything possible to carry out its mission in accordance with the rules of art. This obligation does not constitute an obligation of result, as the Service Provider only provides the Services as part of an obligation of means.

  • The Service Provider guarantees that the creations are legally available and are not encumbered by the rights of third parties for the uses provided for under the Contract.

  • The Service Provider undertakes to inform the Client on a regular basis of the progress of the project, in particular through validations submitted to the Client in the retro-planning as provided for in the quotation.

ARTICLE 6 – Terms and Conditions of Performance of the Services and Delivery of Deliverables

The Client undertakes to provide the Service Provider in usable form with all the documents required to perform the Services entrusted to the Service Provider.

Any subsequent modification or additional request requested by the Client will be subject to additional invoicing.

As the performance of the Services entrusted to the Service Provider is directly dependent on the Client’s compliance with its own obligations, the Parties expressly acknowledge that the delivery times referred to in the quotation are given for information purposes only and are not guaranteed.

A delay in the delivery times indicated may therefore not give rise to the payment of damages, nor entitle the Client to terminate the Contract or to refuse delivery of the Services.

ARTICLE 7 – Prices

The Service Provider’s pricing terms for the provision of the Services are set out in the Service Provider’s quotation.

The prices are given as an indication and are therefore subject to variation. The price invoiced is the price specified in the Order validated by the Service Provider.

The prices of the Services are expressed and payable in Euros and are exclusive of value added tax and any other taxes, the Client being responsible for the payment of said taxes.

The prices of the Services do not include any travel or accommodation costs that may be invoiced in addition by the Service Provider to the Client as indicated in the quotation.

ARTICLE 8 – Terms of payment

Acceptance of the quotation and of the Client’s Order resulting therefrom must be accompanied by the payment of a deposit as indicated in the quotation.

The payment of the deposit will condition the implementation of the Services. Payment of the deposit may be made by cheque, bank transfer or direct debit to the order of the Service Provider.

Payment of the balance of the Services must be made within thirty (30) days from the date of the invoice issued by the Service Provider and may be made by cheque, bank transfer or direct debit to the order of the Service Provider.

No discount is provided for in the event of early payment.

ARTICLE 9 – Penalties for delay

In the event of non-payment on the due date, any sum due will incur late payment penalties. These run from the day following the due date shown on the invoice until the day of effective and full payment of the sum. The rate of late payment penalties is set at three times the legal interest rate in force.

These late payment penalties are payable automatically and without the need for a reminder by the Service Provider.

The Client shall also be debtor by operation of law of a minimum lump-sum recovery indemnity of forty (40) euros of the sums owed by the Client to the Service Provider.

Finally, in the event of late payment, the Service Provider reserves the right to suspend or postpone the execution of the Services provided for in the Order whose payment is subject to the delay.

ARTICLE 10 – Fees and Expenses

The following are to be invoiced in addition: modifications requested by the Client during the course of the project, if they imply a reworking of the project.

ARTICLE 11 – Termination

The Service Provider may terminate the Services provided to the Client in the event of a breach by the Client of its obligations under the Contract that is not remedied within fifteen (15) days of the Service Provider’s notification of such breach by registered letter with acknowledgement of receipt, regardless of the Service Provider’s ability to claim payment of damages.

The Service Provider may also terminate the Agreement in the event of non-payment of the invoice(s) not paid by the Client.

In the event of termination of the Contract before its term by the Client, the Client formally undertakes to regularise and pay the amounts relating to the current schedule, the items completed or in progress, and the additional services performed. The files and source data created and used by the Service Provider cannot therefore be claimed by the Client without a financial contribution. The deposit already paid will remain acquired by the Service Provider, constituting compensation for the work undertaken.

ARTICLE 12 – Intellectual Property

The software, data, documentation, processes, methodologies, technologies and documents belonging to the Service Provider (hereinafter Intellectual Property Rights) used in the implementation of the Services remain the exclusive property of the Service Provider.

The Service Provider grants the Client, where applicable and to the extent strictly necessary for the performance of the Services, on a personal, non-exclusive and non-transferable basis, the right to use said Intellectual Property Rights for the duration of the performance of the Services.

The works created by the Service Provider for the Client, as part of the performance of the Contract, remain the full and exclusive property of the Service Provider until the invoices issued by the Service Provider are fully paid by the Client.

Once the Service Provider has received the invoices, the Service Provider transfers to the Client all intellectual property rights to the works created specifically and at the Client’s request, as part of the performance of the Contract, for their term of protection and for the entire world.

In particular, the Service Provider transfers the following rights to the Client :

The right of reproduction includes, but is not limited to :

  • the right to reproduce and/or have reproduced the works created in unlimited numbers, by any process and on any current or future medium, and in particular graphic, magnetic, digital or electronic (interactive or not) ;
  • the right to put into circulation and exploit the works created, commercially or otherwise, the reproductions thus made, in unlimited number, free of charge or for consideration, whatever the purpose.

The right of representation shall include, in particular, and in a non-exhaustive manner :

  • the right to disseminate and communicate to any public the elements, supports, components of the created works, by any representation process known or unknown to date, for any use whatsoever;
  • the dissemination of the works created by any means, in particular by hertzian, cable-satellite and any network, and more generally by any means of transmission of data, whether or not digitized.

As part of the provision of the Services, and where necessary, the Customer also grants the Service Provider a right to use its software, data and documents, on a personal basis, free of charge, non-exclusive and non-transferable for the duration of the Services.

The Client undertakes to obtain from any third party, if necessary, the right to grant the Service Provider the right to use the software, data and equipment belonging to such third parties for the purposes of providing the Services.

Trademarks and company names

Any use by the Client of the Service Provider’s corporate names, trademarks and distinctive signs is strictly prohibited unless the Service Provider has given its express prior consent. If the Service Provider gives its express prior consent, the Service Provider grants the Client a strictly personal, non-exclusive and non-transferable right to use its corporate names, trademarks and distinctive signs throughout the world and for the entire duration of the Agreement.

For its part, the Service Provider is authorised to use the Client’s corporate name/brand in the context of its activities for the purposes of commercial promotion.

The Service Provider also reserves the right to mention the work carried out for the Client on its external communication and advertising documents (website, portfolio, etc.) and during commercial canvassing.

Eviction guarantee

The Service Provider indemnifies the Client against any action, claim, demand or opposition by any person claiming an intellectual property right that may have been infringed by the provision of the Services, provided that the Client informs the Service Provider, as soon as it becomes aware of any such claim, demand or proceeding made or brought on such grounds, whether in or out of court. The Client undertakes to provide the Service Provider with all documents and information in its possession as well as all assistance that may be required for its defence.

In the event of a proven infringement of the rights of a third party, the Service Provider may, at its discretion :

  • obtain any license or authorization to allow the Customer to continue to use the Services;
  • provide an alternative solution to enable the Customer to use the Services in accordance with the Order;
  • if neither of the two options is feasible, refund the Customer the amounts paid for the Services, less any amounts already paid by the Customer for the period of actual use of the Services.

The Service Provider shall have no indemnity or other obligation in respect of any infringement action arising from (a) use of the Services otherwise than in accordance with the Agreement, (b) combination of the Services with other services or equipment not provided by the Service Provider.

In respect of any software, data or documents used by the Service Provider in the provision of the Services, which the Customer has acquired the rights to use from third parties or which the Customer owns, the Customer indemnifies the Service Provider against all consequences or adverse consequences which the Service Provider may suffer as a result of the use of such software, data or documents against any action by a person claiming an intellectual property right or relying on a claim of unfair competition and/or free riding on such software, data or documents.

ARTICLE 13 – Guarantees

The Service Provider warrants that the Services are provided substantially in accordance with the Order.

Except as otherwise provided by law, all other warranties, express or implied, are excluded.

The Service Provider shall not be liable for any warranty, in particular where the Client has modified or caused to be modified the Services or has used services other than the Services provided by the Service Provider, without the prior written consent of the Service Provider, or where the Client or third parties have interfered with the elements of the Services without the prior consent of the Service Provider.

ARTICLE 14 – Responsibilities

The Service Provider’s liability is limited solely to direct damages resulting from a defect in the Services or breach of the Contract, even if the defect in question was foreseeable at the time of the Order.

In no event shall the Service Provider be liable for any indirect, incidental or special damages as defined by the case law of the French courts, in particular, the cost of obtaining substitute services, loss of profits, data or downtime, whether its liability is contractual or tortious and whether or not it is based on the use or operation of the Services, even if the Service Provider has warned the Client of the possibility of such damages.

In the event of any failure on the part of the Service Provider in the performance of its obligations (failure to perform or improper performance), the Client must notify the Service Provider of such failure within eight (8) working days of the Service Provider’s discovery by registered letter with acknowledgement of receipt. Failing this, the breach shall not be binding on the Service Provider.

In the event that the Client has signed a record of receipt of the Services and/or the mock-up of the design(s) or has validated receipt of the Services and/or the mock-up, by any means and in particular by using the Services and/or the mock-up, the Service Provider shall be deemed to have fulfilled its obligations in accordance with the Contract. The Client shall then be deemed to have irrevocably waived all claims by operation of law in this respect.

Furthermore, the Service Provider cannot be held liable for non-performance of the Contract in the event of force majeure as defined in Article 15, and in the event of damage caused by a third party or attributable to misuse or non-conforming use by the Client of the Services, in breach of the Service Provider’s requirements or the rules of art.

Except for personal injury or death, and except in the event of gross negligence or wilful misconduct causing proven direct damage or in the event of a breach of an essential obligation of the Contract which renders it meaningless, the Client acknowledges that the Service Provider’s liability is limited to the amount paid for the Services in question.

ARTICLE 15 – Force Majeure

The Parties may not be considered as being liable or having failed in their contractual obligations when the failure to perform their respective obligations is due to force majeure as defined by the case law of the French courts. The Contract between the Parties shall be suspended until the causes that gave rise to the force majeure are extinguished. Force majeure takes into account irresistible facts or circumstances, external to the parties, unforeseeable and independent of the will of the parties, despite all reasonably possible efforts to prevent them.

The Party affected by an event of force majeure will notify the other Party within five (5) working days following the date on which it becomes aware of it. Both Parties shall then agree on the conditions under which the performance of the Contract shall be continued.

ARTICLE 16 – Work

The Service Provider declares that it is registered with the RCS, as well as with URSSAF and that its registrations expressly cover all of its activities for the execution of the Services defined in the Quotation and/or the Order.

ARTICLE 17 – Insurance

Each of the Parties undertakes to maintain in force, for the entire duration of the Contract, with a reputably solvent insurance company, an insurance policy guaranteeing the damage that may occur to its property and personnel, as well as a policy covering its professional liability, so as to cover the financial consequences of bodily, material and immaterial damage for which it would be liable, caused by any event and which would be the fault of its employees and/or any partner companies during the performance of the Contract.

ARTICLE 18 – Confidentiality

Each Party undertakes, both on its own behalf and on behalf of its employees and partner companies, to maintain the confidentiality of the confidential information exchanged (the “Confidential Information”). Confidential Information is deemed to be all information, regardless of its nature, form or medium, to which each Party will have access in the performance of the Contract, and in particular, without this list being exhaustive, all means made available by the Service Provider to the Client and by the Client to the Service Provider, any technical, industrial, financial or commercial data, or any other information and all documents relating to the activities of each Party.

Confidential Information does not cover documents, data or other information that are :

  • known by one of the Parties on a non-confidential basis prior to its disclosure by the other Party ;
  • which has fallen or will fall into the public domain on the day of its disclosure;
  • legitimately obtained from a third party not bound by an obligation of confidentiality;
  • independently developed by the receiving Party that has not had access to any information of the disclosing Party ;
  • disclosed pursuant to a legislative or regulatory provision.

Each Party undertakes : 

  • to apply to Confidential Information the same measures of protection as it applies to its own Confidential Information ;
  • to communicate Confidential Information only to its employees and collaborators who need to know it in order to perform the Services;
  • not to disclose, publish or transmit to third parties the Confidential Information, in any form whatsoever, without the prior written consent of the other Party;
  • to use the Confidential Information solely for the purposes of performing the Services.

ARTICLE 19 – Non-solicitation

Each of the Parties waives the right, except with prior written agreement, to make direct or indirect offers of employment to an employee of the other Party who has worked within the framework of the Services, which are the subject of this Contract, or to take him or her on under any status whatsoever. This waiver is valid for a period of two (2) years from the end of this Contract.

ARTICLE 20 – Personal data

In accordance with the provisions of the French Data Protection Act No. 78-17 of 6 January 1978, as amended, the Customer is responsible for processing in the context of the performance of the Contract.

The Service Provider acting in the name and on behalf of the Client in the processing of personal data communicated to it by the Client, it has the capacity of a subcontractor.

As such, the Service Provider undertakes to take the necessary measures to ensure the protection, security and confidentiality of the personal data transmitted to it by the Client.

In accordance with the provisions of the General Regulations on Data Protection (RGPD) which came into force on 25 May 2018, the Customer has the right to access, rectify, oppose and make use of his personal data. The guarantee of these rights is affirmed within the privacy policy that accompanies the present, and which consequently form a contractual whole.

ARTICLE 21 – Modification of the GTC – Assignment of the Contract

The Service Provider may decide to assign or transfer the rights or obligations conferred on it by this Agreement provided that the Customer benefits from the Services under the same conditions.

The Service Provider reserves the right to amend these GTC and to notify the Client thereof. If a substantial change to the terms of the GTC is not acceptable to the Client, the Client has a period of fifteen (15) days from the notification by the Service Provider of the changes to inform the Service Provider. In the event of disagreement between the Parties on these modifications, the Parties may terminate the Contract.

At the end of this fifteen (15) day period, the modifications to the Terms and Conditions of Sale shall be definitively deemed to have been accepted by the Client.

ARTICLE 22 – Applicable law and jurisdiction

The law of the Contract is French Law. The parties expressly agree that the Vienna Convention on the International Sale of Goods dated 11 April 1980 is not applicable to the Contract.

In the event of a dispute between the Parties, they shall attempt to find an amicable solution to this dispute within thirty days from the notification of the dispute by the Party requesting it to the other Party by registered letter with acknowledgement of receipt.

In the absence of an amicable solution between the Parties, only the courts within the jurisdiction of the Paris Court of Appeal, notwithstanding multiple defendants, incidental or summary proceedings or warranty claims, shall have jurisdiction to hear disputes of any kind or disputes relating to the interpretation or performance of this Contract, unless the Service Provider prefers to bring the matter before any other competent court.

ARTICLE 23 – Applicable law and jurisdiction

The Service Provider reserves the right not to accept an Order from the Client when the Service Provider has already encountered payment problems (non-payment or late payment) with the Client for one or more previous Order(s).

ARTICLE 24 – Subcontracting

The Service Provider may subcontract all or part of the performance of the Services to subcontractors. In this case, the Service Provider shall remain liable to the Client for the performance of the Services.

ARTICLE 25 – General provisions

Previous documents or other agreements

The Contract shall replace any other previous document or any other written or verbal agreement relating to the same subject matter, with the exception of the Quotation, the Order and shall prevail over any contrary provision that may be contained in documents issued by the Client.

Autonomy of the clauses

If any provision of these Terms and Conditions or its application to any person or circumstance is found to be invalid, such invalidity shall not affect the other provisions or applications of these Terms and Conditions, which shall remain in force, separate from the provision found to be invalid. To this end, the provisions of these GTC are declared autonomous.

Notification

Any notification must be made in writing and must be either delivered by hand, sent by registered letter with acknowledgement of receipt, or made by extrajudicial act to the address indicated in the order.

Language of the Contract

The Contract is written in French. A translation into a foreign language may be provided for information purposes. In the event of contradiction, only the French version shall be authentic between the Parties.