These general conditions apply to all orders for services of all kinds and are valid for the current calendar year in countries around the world. They prevail over all other conditions of purchase except express and formal derogation granted by Com On Cloud via special conditions.

The undersigned declares having formally the necessary power to commit the company designated below in an estimate, purchase order or commercial proposal. Any validated order represents an order expressed by the Customer and becomes firm and irrevocable. The Customer declares to have read them and the acceptance of the quotes is equivalent to the acceptance of these conditions.

Com On Cloud reserves the right to modify, update or rectify the present, in particular in order to take into account a legislative, regulatory, jurisprudential and/or technical evolution. Com On Cloud warns, as far as possible the Customer of any modification of its General Conditions of Sale who can accept them or refuse them by simple mail which should be sent in the form of a registered letter with acknowledgment of receipt. . The update does not concern in any case the services already executed or in progress except for those whose remaining duration is greater than six months on the date of the modification, in this case Com On Cloud undertakes to make modifications. having no impact on previous trade agreements.

Article 1^st : Object of the mission

Com On Cloud is a hybrid communication and marketing agency, in addition several types of mission can be entrusted to it : communication consulting, studies, graphic/infographic creation and motion design, creation of graphic and semantic charters, production of audio spots and advertising videos, design and development of websites, applications and software, digital and corporate communication, operational marketing, campaign urban billboards (traditional and digital), event organization and catering, media relations (Com On Cloud can act as the Client’s agent for the purchase of advertising space), creation/production/resale/rental of all communication media.

The service to be performed includes everything that is explicitly listed on the estimate. The quote is based on commercial proposals made by Com On Cloud and validated by the Customer.

Article 2: Conditions of execution

2.1 Obligation of means

The Client is aware that the project that is defined between the parties may prove to be complex, the parties therefore undertake to collaborate closely through an ongoing dialogue in a spirit of trust and mutual respect. The Customer’s personal investment in the creation of his project is therefore essential, otherwise a result that does not correspond to his expectations cannot be the responsibility of Com On Cloud, which, moreover, may decide to refuse, interrupt or to modify the service, without compensation for the benefit of the Customer or refund of deposit, from the moment the Customer refuses to provide the validations necessary for the performance of the service or that the delays in the transmission of key elements are abnormally too long (no response for three weeks, except in cases of force majeure).

In this situation, a letter of formal notice with acknowledgment of receipt will be sent to the Customer, if this proves to be unsuccessful, Com On Cloud reserves the right to keep the deposits received and to claim the balance due.

2.2 Commitments of the parties

2.2.1 The Customer undertakes to:

• On the one hand, to communicate all the instructions necessary for the realization of the project before and during the realization of the service and on the other hand, to provide all the validations necessary for the good execution of this one. A retro planning provided for this purpose will be published by Com On Cloud and validated beforehand by the Customer. Any validation step involves the proofreading of the texts by the Customer, his agreement on the content and its layout. Com On Cloud also recommends double proofreading internally by different people.

• Keep all the originals of all the resources provided to Com On Cloud, which cannot be held responsible in the event of loss of data.
• Inform, in writing, Com On Cloud of any modification concerning its situation (in particular change of address, modification of its bank domiciliation, etc.).

2.2.2 Com On Cloud undertakes to:

• Provide all the care, skills and diligence necessary to provide a quality service in accordance with the practices of the profession and the rules of the art in strict compliance with the estimate accepted by the Client. Com On Cloud only responds to an obligation of means which should in no way be equated with an obligation of result.

• Regularly inform the Client about the progress of the project, demonstrating in particular availability and responsiveness.

• Intervene quickly in the event of a malfunction, resulting from defects in the design or execution of its solutions.

• Ensure that the quality of its tools is maintained at an adequate level.

• Implement all means to ensure, under optimal conditions, the proper functioning of the services acquired by the Customer.
• Advise the client on the best match between his needs and the possible solutions.
• Become familiar with and apply the rules and instructions in force in the event that its personnel must intervene on the Customer’s premises.

• Provide on behalf of the Customer in their entirety all the elements of texts, images, videos and sounds necessary for the realization of the project. A retro planning provided for this purpose will be published by Com On Cloud and validated beforehand by the Customer who reserves the right to ensure that Com On Cloud is indeed in possession of all the intellectual property rights relating to these own elements. as well as other documents of any kind and that the resources provided are not likely to infringe the rights of third parties.

• Proofread their texts very carefully before sending them to the Client (spelling, capital letters, singular/plural, turns of phrase, etc.). Upon delivery of the project, if the modifications requested by the Customer on the texts prove to be significant, Com On Cloud reserves the right to invoice a supplement in proportion to the additional time spent, after having obtained the Customer’s agreement via the validation of a quote.

• Comply with the provisions relating to the mandatory legal notices under the amended law of September 30, 1986 and those relating to data processing, files and freedoms, in particular those relating to declarations of automated processing of personal information to the National Commission Computing and Liberties (CNIL).

2.3 Additional service

The conditions of the offer relate exclusively to the services specified on the contractual elements. Any additional and unplanned service on these will be subject to an increase equivalent to its value, an estimate will be submitted to the Customer beforehand for validation.

As part of an update quote at the Customer’s request, Com On Cloud will intervene within the time limits stipulated in said quote and after payment of the related invoice.

For a web and/or application design and development service :

The choice of theme is made in consultation with the Client and can be entirely created via our design studio service. Any subsequent changes may be subject to an additional time estimate for research and modifications of 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. At the Customer’s request, Com On Cloud may be required to integrate the necessary modules, extensions and plugins and in accordance with the specifications (form, slideshow, preparation for referencing, etc.). Some of these features may generate annual subscription costs which will be subject to additional invoicing, the Customer will be informed beforehand and will give his validation by signing an estimate.

As part of a dynamic administration interface also called ” content administration module “set up for online catalogs and databases, Com On Cloud delivers the functional solution, but the Customer is responsible for entering content using its administration interface called ” Back office ». Com On Cloud can offer database entry for an additional charge. Com On Cloud nevertheless ensures the entry and layout of the entire solution for all parties not concerned by the administration module.

As part of an annual hosting and maintenance subscription of 12 or 24 months, the Customer can benefit from a quarterly update of 2 hours on the texts and/or photos of his solution. This request must mention all the desired changes. As soon as possible upon receipt of this request, Com On Cloud will respond on the feasibility and will indicate to the Customer an approximate execution time. Com On Cloud will do its best to make these changes. Updates only apply to modifications of texts and/or photos on existing pages. These modifications do not in any way constitute an overhaul of the solution, a change in the structure of the solution or any operation requiring reprogramming. The Customer ensures the updates and modifications of the contents corresponding to the administration module that he has subscribed to. Any additional request and outside the quarterly pack will be invoiced by Com On Cloud.

The duration of this subscription is invisible and irrevocable and is renewed by tacit agreement for an equivalent period unless termination is made three months before the anniversary date of said subscription contract and notified by registered letter with acknowledgment of receipt.

2.4 Delivery

The duration of the performance of the service will be assessed during the preliminary study, with a schedule agreed by mutual agreement between the parties during the phase of drawing up the specifications.

Toute modification du fait du Client apportée postérieurement à la signature du devis et ayant pour conséquence un surcroît des charges et un allongement du temps prévu initialement fera l’objet d’une réévaluation des délais de livraison.

Com On Cloud undertakes to respect the announced deadline as well as possible and to regularly inform the Customer of the progress of the work. Delivery times are not exhaustive, they are given for information only. However, if Com On Cloud is unable to provide the Customer with a completed project within the time specified in the quote, Com On Cloud will be subject to late payment penalties of around 2% discount on the project per month exceeded.

When the Customer does not transmit the necessary instructions and validations within the time limits, this fact has the direct consequence of delaying the performance and therefore the delivery of the service by Com On Cloud. However, Com On Cloud can in no way be considered responsible for a situation that it suffers in the first place. Therefore, the Customer remains subject to penalties in accordance with the provisions of article 2.1.

The contractual mission of Com On Cloud will be considered fulfilled as soon as the Customer signs the acceptance report also named delivery of the solution.

2.5 Warranty

In the case of a claim on an essentially immaterial service (website, application and software) :

• The Customer benefits from a thirty (30) day warranty against any malfunction. All complaints must be made by registered letter with AR and/or by e-mail to the referring commercial contact at Com On Cloud and be accompanied by proof of the defects of the anomalies encountered. In any case, the guarantee of a service only concerns the elements mentioned in the contractual documents.

• The Customer therefore has thirty (30) working days from the date of delivery (official posting of his website and/or the delivery of an ancillary service), to invoke this guarantee in the event of a malfunction. found.

• The specifications remain the reference document to which both parties must refer to assess the conformity of the service and the specificities of the project. Only the elements mentioned in this document are considered to be Com On Cloud’s obligations. In the absence of presentation of the specifications, the obligations of Com On Cloud are strictly limited to a minimum consideration with regard to the services mentioned in the contractual elements.

2.6 Responsibilities

In the case of the provision of web and/or application design and development services, Com On Cloud cannot be held responsible in the event of :

• Fault, negligence, omission or lack of maintenance by the Customer, non-compliance with the advice given. In particular, when Com On Cloud performs hosting services, it retains control of FTP access and source codes. However, once the Customer has said FTP access and source codes, Com On Cloud is automatically released from all liability with regard to the unavailability of the pages, the nature of the content (non-compliance with copyright in particular), the lack display, the partial or total deterioration of the content of the pages, the interruption of the hosting, the unlawful disclosure or use of the password confidentially given to the Customer, a malfunction or slowdown of the networks or the Internet as a whole .

• Fault, negligence or omission of a third party over which Com On Cloud has no power of control or supervision. In particular, when Com On Cloud sends a redirection to other sites, by links in advertising banners or not, or by any other means, it cannot be held responsible for the content, products, services, advertising, cookies or any other elements of these sites as well as for any damage or loss, proven or alleged, consecutive or in connection with the use of the information, services or data available on these sites.

• Malfunction of the site or problem of backup or display in the event that the Customer intervenes on the source code at his own risk. However, in such situations, Com On Cloud is at the Customer’s disposal and makes every effort to restore a normal situation as soon as possible.

• In general, Com On Cloud is in no way responsible for a malfunction resulting from improper use by the Customer or intervention by the Customer without authorization on the service provided by Com On Cloud.

Article 3: Terms of payment

The Customer undertakes to respect the terms of payment stipulated on the estimate. The realization of the said order starts as soon as the deposit is received. The payment of the deposit does not, however, authorize the Customer to have any form of ownership over all or part of the elements of the service, which remains the exclusive property of Com On Cloud until full payment, in accordance with to art. 2363 of the Civil Code.

In the event of late payment, Com On Cloud reserves the right to suspend all services in progress without prejudice to any other course of action and will be payable, in accordance with Article L 441-6 of the Commercial Code, a indemnity calculated on the basis of three times the legal interest rate in force as well as a lump sum compensation for recovery costs of 40 euros.

However, before the application of this measure, a first formal notice will be sent by e-mail beforehand in order to notify the Customer, without a favorable response from him within the time limits, this will result in the immediate payment of all sums owed to Com On Cloud by the Customer as well as the invoicing of all financial, file, formal notice and corresponding recovery costs, without prejudice to the suspension and/or termination of this contract.

Recurring medium and long-term services are invoiced as the project progresses according to the agreed schedule.

Article 4: Cancellation

In the event of cancellation of the service by the Customer, the latter must pay a fixed compensation invoice equal to:

• Cancellation from D-5 to D-0 of the start of the project: 80% of the order
• Cancellation from D-15 to D-5 of the start of the project: 50% of the order
• Cancellation from D-30 to D-16 of the start of the project: 25% of the order

In the event of non-payment of this fixed compensation, Com On Cloud reserves the right to demand full payment of the order.

Any order for an express service is considered firm and definitive and cannot be withdrawn for any reason whatsoever (except in the event of force majeure).

If the cancellation of an order or breach of a contract is due to Com On Cloud and does not result from a case of force majeure and if the reasons for the cancellation do not bind the Customer (illicit behavior, default of payment, etc.), Com On Cloud undertakes to pay back to the Customer all the sums collected within thirty (30) working days from the declaration of cancellation or termination.

NB: For services that require a physical presence, Com On Cloud cannot be held responsible for the direct consequences of transport strikes or other imponderables. No reduction in addition to hours not worked can be claimed.

Article 5: Force majeure

Any event beyond the control of the Client and Com On Cloud, which could not reasonably have been foreseen at the time of the conclusion of the contract and the effects of which cannot be avoided by appropriate measures, is considered to prevent the performance of its obligation by the debtor and leads to the suspension of the contract.

The Customer and Com On Cloud will not be liable for loss, damage, delay, non-performance or partial performance resulting directly or indirectly from a cause that may be interpreted by a French court as a case of force. major (a “Force Majeure Event”). In addition, the Client and Com On Cloud agree that a Case of Force Majeure will include the following events in particular: bad weather, attacks, acts or omissions by a public authority, including changes to any regulations applicable to the execution of Services, agitations, rebellions, insurrections, riots, wars, declared or not, acts of a similar nature, strikes, sabotage, thefts, acts of vandalism, explosions, fires, lightning, floods and other natural disasters, failures of an operator , France Telecom constraints, acts of third parties.

If a Case of Force Majeure prevents one of the Parties from performing an essential obligation under the Contract for a period of more than thirty (30) days, each of the Parties may terminate the Contract by registered letter with request for notice of receipt, without compensation for either Party. Termination will take place on the date of receipt of the registered letter.

Article 6: Authorizations

Com On Cloud remains solely responsible for obtaining and complying with all the authorizations necessary for the performance of the service and/or modifications thereof, the subject of this contract. He will be personally responsible for the said authorizations which he undertakes to provide to the Customer on first request. Com On Cloud undertakes to identify and guarantee the Customer against all the harmful consequences that may result from non-compliance with the provisions described above. Com On Cloud will remain solely responsible, both criminally and civilly, for the possible consequences of a lack of authorization and law, without being able to seek the Customer’s responsibility, for any reason whatsoever.

Article 7: Non-poaching

The Client is expressly prohibited from employing directly or indirectly a Com On Cloud employee for a mission equivalent to that carried out on its behalf, or any Com On Cloud employee and/or candidate who may have been presented to it by Com On Cloud. The Client must take all measures to ensure compliance with this non-poaching clause by the beneficiary(ies) of the services or on whose behalf they are performed. In the event of a breach, Com On Cloud reserves the possibility of an action for unfair competition on the basis of art. 1240 of the Civil Code.

Article 8: Insurance

Com On Cloud certifies that it has subscribed and undertakes to maintain in force throughout the duration of its commitments, under this contract, professional civil insurance, with an insurance company notoriously solvent and established in France, guaranteeing the pecuniary consequences of its civil, professional and/or contractual liability due to the damages and prejudices which could be caused to the Customer and to any third party in the context of the execution of this contract.

The Customer will ensure that any premises made available to Com On Cloud employees are in perfect condition and insured in accordance with the legal obligations relating to compulsory insurance. The insurance taken out must cover damage from all accidents and in particular theft and fire.

Article 9: Intellectual property rights

Any element provided by Com On Cloud for the Customer is protected by intellectual property law. Com On Cloud declares that it has all the necessary authorizations and guarantees the Customer against any possible claim by a third party who claims to have an intellectual property right over one of the elements provided of the type : texts, logos, graphic and infographic elements .

Images, illustrations, films or soundtracks that have been purchased from image banks or from photographers also include (often limited) copyright. In most cases and unless otherwise agreed in writing, the Customer may not use them for any purpose other than that initially provided for in the quote when purchasing these items. The Customer is required to comply with the contractual obligations. Any further use may only be made with the consent of the copyright owners.

It is understood that Com On Cloud will provide all necessary means to obtain full intellectual property rights such as copyrights, image rights, etc. to each of the interested parties. As part of the services provided by Com On Cloud and on behalf of the Customer, Com On Cloud undertakes to carry out a thorough verification of the conditions of use of all the communication media to be used within the framework of the said services.

Fonts are considered the same as software. When obtaining source files, fonts that are not “ open source ” cannot be transferred, they must be licensed by the Customer .

The Customer is aware of the limits of use of any rights of third parties on the selected creations. In the event of legal action or claims brought by a third party, the Customer undertakes to make the modifications in order to remove the contentious elements and to replace them with entirely original elements or for which Com On Cloud holds rights.

Com On Cloud is at the disposal of the Customer to provide him with help and advice, the Customer can therefore commission Com On Cloud to implement the most suitable solution, in this case a quote will be submitted to the Customer beforehand. .

The rights to use the creations made by Com On Cloud are transferred to the Customer from the final payment.

The transfer of exclusivity of the source files can be studied through a service and additional invoicing, in this alternative the mention below must be stipulated in the said estimate ; “ disposal of included source files ”. Com On Cloud therefore reserves the freedom to authorize the Customer to modify, improve the existing source code, to resell it or to duplicate it and releases Com On Cloud from all responsibilities under the provisions of article 2.6 hereof.

When Com On Cloud acquires one or more domain names as part of a web design and development service, domain names are purchased in the name and on behalf of the Customer. The latter may at any time request the transfer to his own contact details of the ownership of the domains, subject to the payment to Com On Cloud of the sums due for the service for which the domain names were acquired and more generally of the payment of all sums due to Com On Cloud.

Failing this, the Customer enters into the provisions of article 3 hereof and exposes himself in particular to the resale or non-renewal of the domains.

Unless otherwise agreed by the parties, the Client authorizes Com On Cloud to report and use, for the purposes of commercial prospecting, internet and/or external communication and any advertising, of its brands and logos allowing the Client to be identified by name as well as mention the services provided for purely demonstrative purposes.

Unless explicitly stated otherwise by the Customer, Com On Cloud reserves the right to include in the production a commercial statement clearly indicating its contribution, such as the formula “Site produced and powered by Com On Cloud” accompanied when the medium allows it by a hypertext link pointing to the commercial site of its activity www.comoncloud.com.

Violation of these provisions may result in the cancellation of any order, notwithstanding the initiation of legal proceedings.

Article 10 : Confidentiality obligations

The Customer and Com On Cloud undertake to consider as strictly confidential any element communicated relating to the strategic order and therefore refrain from communicating to anyone, all or part of the information of any kind (commercial, industrial, technical, financial , nominative) which will have been communicated to them on both sides.

The Client and Com On Cloud undertake that the confidential information:

• Are protected and kept strictly confidential and are treated with the greatest degree of care and protection.
• Are not used, either totally or partially, for any purpose other than that defined in the contractual elements and by this Agreement without the prior consent of the Client and Com On Cloud.
• Are neither disclosed nor likely to be disclosed, either directly or indirectly to any third party or to any person who is not part of the staff of the Client and Com On Cloud.
• Not be copied, reproduced or duplicated, in whole or in part, when such copies, reproductions or duplications have not been authorized in advance by the Customer and by Com On Cloud, specifically in writing.

The Client and Com On Cloud also agree to :

• Inform of any violation of the obligations imposed by this Agreement and to provide all possible assistance in order to minimize the effects of such violation.
• Maintain an up-to-date list of Representatives to whom Confidential Information has been revealed and to be able to communicate them at any time, at the request of one of the parties.

The obligation of confidentiality referred to above does not apply:

• In the event that the parties need to justify to the tax authorities the entries made in execution hereof.
• To the communication of this contract and its annexes, to the lawyers, accountants and auditors of the parties, the latter being subject to professional secrecy with regard to their client.

• If the communication of this contract and its annexes is directly dictated by the application of this contract made necessary to assert legal rights.

Article 11 : Duration

These T&Cs, acting as a contract between the Customer and Com On Cloud, take effect upon signature. In the event that its execution would have begun before ratification by both parties, it is understood that the execution would be covered a posteriori by the signing of this contract.

If the contract starts during the calendar year, it ends on December 31 of the year of its signature. This same contract will then continue by tacit agreement unless terminated by one or other of the parties subject to compliance with a 3-month notice sent by registered letter with acknowledgment of receipt.

Article 12 : Attribution of jurisdiction and applicable law

These T&Cs are governed by French law for the rules of form and substance. In the event of a dispute and in the absence of an amicable resolution, express jurisdiction is attributed to the Commercial Court of Paris, notwithstanding appeal in guarantee or plurality of defendants, even for emergency procedures or conservatory procedures in summary proceedings or by request. .

 

Article 13: Customer acceptance

These GCS are expressly approved and accepted by the Customer, who declares and acknowledges having perfect knowledge of them, and therefore waives the right to rely on any contradictory document and in particular, his own General Conditions of Purchase, which will be unenforceable. to Com On Cloud, even if he was aware of it.

The Customer is advised to edit or have Com On Cloud edit a specification of the project to be carried out and to complete it in as much detail as possible. Once approved by both parties, these specifications will serve as the basis for the establishment of the estimate by Com On Cloud.

The Customer acknowledges having received from Com On Cloud all the information and advice that he needed to subscribe to this contract. Thus, the choices made by the Customer when ordering remain under his full responsibility.