Terms and conditions of sale
ARTICLE 1 - PURPOSE
These General Terms and Conditions of Sale (GTC) constitute the agreement governing the relationship between the Client and SAS HI AGENCY, hereinafter referred to as the Service Provider, whose registered office is located at 2 rue du Priez, 59800 LILLE (85043923300014). In the absence of a contract concluded between SAS HI AGENCY and the Client, the services provided are subject to the GTC described below. Any order placed and any service performed by SAS HI AGENCY implies the Client’s unconditional adherence to these general terms and conditions of sale. The fact that the Service Provider does not enforce any provision in its favor in these terms and conditions cannot be interpreted as a waiver on its part to invoke it. The Service Provider reserves the right to modify its general terms and conditions of sale, its services, and its prices at any time and without notice. These modifications will have no impact on ongoing orders. The GTC can be consulted on the website https://hi-agency.ch/ upon request by any client.
ARTICLE 2 - SERVICE OFFER
SAS HI AGENCY assists its clients in addressing their communication needs, from consulting to the implementation of communication actions and tools:
– Outsourced marketing direction
– Advertising and creative agency
– Media and digital performance agency.
ARTICLE 3 - COMMITMENT OF THE PARTIES
The Client and the Service Provider undertake to actively collaborate to ensure the proper execution of the order. Each party agrees to communicate any difficulties it becomes aware of during the project, in order to enable the other party to take necessary measures.
ARTICLE 3.1 - THE CLIENT
In order for the Service Provider to carry out its mission, the Client undertakes to:
– Provide accurate and truthful information and inform the Service Provider of any changes to the provided data. The Client shall be solely responsible for any malfunctions that may result from inaccurate information.
– Maintain a valid email address and postal address and notify the Service Provider of any changes.
– Establish a comprehensive specifications document that will no longer be subject to modification, except with the agreement of the parties, after being approved by the Service Provider. In the event that modifications require a revision of the offer or specifications, they will be invoiced in addition to the initial quote.
– Submit the dated and signed quote and any requested deposit to the Service Provider prior to the start of the service.
– Provide all necessary elements to perform the service (texts, images, videos, etc.) in the required format and in a timely manner, so that the Service Provider has sufficient time to carry out the service under the agreed conditions and within the specified deadlines.
– Have the necessary rights to the provided elements mentioned above. Only the Client’s responsibility may be engaged in this regard.
– Provide, in the case of website creation or redesign, all access and login credentials necessary for the completion of the mission (access to content management system software, web hosting platform, etc.).
– Strictly comply with the technical and creative recommendations made by the Service Provider.
– Consult their broker/agent and/or insurer, in the case of organizing an event, to study the validity of their liability insurance and the possible subscription of additional insurance for the event.
– Indemnify the Service Provider against any action that may be brought against them due to the nature of the data or information (texts, images, sounds) provided or selected by the Client.
– Pay the amounts due to the Service Provider within the specified deadlines.
– Inform the Service Provider of any potential competition with other service providers.
ARTICLE 3.2 - THE SERVICE PROVIDER
– If necessary, the Service Provider may participate in the development of the specifications document with the Client.
– The Service Provider guarantees that the creations are legally available and not encumbered by any rights of third parties, whether employees or not of the Service Provider, for the intended use under the order.
– The Service Provider undertakes to regularly and effectively inform the Client of the progress of the project, including through validations submitted to the Client.
– In the case of subcontracting, the Service Provider undertakes to use qualified subcontractors and ensure that they possess the necessary skills and resources for the proper execution of the services.
– In terms of confidentiality and throughout the duration of the agreement and even after its termination for any reason, the Service Provider undertakes to strictly keep confidential all information and documents of any kind related to the Client, to which it may have had access in particular in the course of carrying out the mission.
ARTICLE 4 - PRICES
The prices of the services are those in effect on the day the order is placed. They are stated in euros and calculated excluding taxes. Declared under the SAS regime, VAT prices.
HI AGENCY reserves the right to modify its prices at any time. However, the Service Provider undertakes to invoice the ordered services at the prices indicated at the time of order registration. Under no circumstances can the price of the service be renegotiated after the service has been performed.
ARTICLE 5 - QUOTES AND ORDERS
A quote valid for one month is provided for any service. This quote, sent by the Service Provider to the Client, specifies:
– The nature of the services
– The price of the service in euros and excluding taxes
– The amount of any applicable discounts
– The payment terms
The quote signed by the Client serves as an order confirmation. To do so, the Client must return the quote without any modifications, with their signature and the mention “Agreed and accepted.” For any individual service, an advance payment invoice of 30% will be sent to the Client. Payment of this advance will allow the Service Provider to commence the service. In the event of non-receipt of the signed quote by the Client, which constitutes a contract, and/or non-payment of the advance, or from the expiration date of the quote, the proposal is considered canceled, and HI AGENCY reserves the right not to start the service. On the delivery date, the project is considered completed. An invoice is sent to the Client, who must pay the remaining balance.
ARTICLE 6 - ADDITIONAL EXPENSES
The costs of any additional or unforeseen services requested by the Client during the project are not included in the price specified in the quote. These expenses will be invoiced to the Client in addition. Any modifications during the project may result in an increase in prices. Any service not included in the initial quote will be the subject of a complementary free quote. Various elements that may be necessary for the completion of the Service Provider’s mission and are not covered by their offers are not included in the indicated prices. These may include typographic fonts, photographs or illustrations from image banks, additional printing or web hosting fees. For services related to a website, the fees related to premium/paid plugin/extension licenses required for the creation or updates of the website are the responsibility of the Client. Any travel required for the proper execution of the contract may be invoiced to the Client.
ARTICLE 7 - PAYMENT TERMS
Payment for service orders is made exclusively in euros by bank transfer to the bank details specified on the invoice.
If the total price of the service in euros excluding taxes, the Client must pay a 30% deposit upon order registration. The balance must be paid upon completion of the service. The payment term is 30 days from the receipt of the invoice, unless a clearly extended payment term is granted by HI AGENCY.
Regarding monthly support, the company plans a SEPA direct debit with a 10% discount.
ARTICLE 8 - LATE PAYMENT
Any delay in payment from the 31st day following the invoice issuance will result in late payment penalties calculated in accordance with the applicable legal rules. The default interest rate will default to the interest rate applied by the European Central Bank for its most recent refinancing operation, plus 10 percentage points. In addition to the late payment penalties, any amount, including the deposit, unpaid by its due date will automatically incur a flat-rate compensation of 40 euros for recovery costs. In the event of non-payment, the Client will bear all collection costs. The entire production, the subject of the order, remains the complete and exclusive property of HI AGENCY until the invoice issued by the Service Provider is paid in full by the Client. The Client will become the owner of the production upon payment of the final invoice.
ARTICLE 9 - ORDER CANCELLATION
In the event of termination of the contract before its term by the Client or the Service Provider, the Client undertakes to settle and remunerate the amounts related to the ongoing schedule, completed or in progress tasks, as well as any additional services provided. All copyrights remain the exclusive and complete property of the Service Provider, except for the data provided by the Client. The files and source data created and used by the Service Provider cannot be claimed by the Client without a financial contribution. The mock-ups, and more broadly, all original works, remain the property of the author, as well as rejected projects. These documents must be returned undamaged upon request. The deposit already paid will remain acquired by the Service Provider as compensation for the work undertaken.
ARTICLE 10 - RIGHT OF WITHDRAWAL
The services sold by HI AGENCY are not part of distance purchases; therefore, the right of withdrawal of 14 days is excluded from these GTC. In the event of the Client’s withdrawal, Article No. 9 (Order Cancellation) will be applicable according to the specified terms.
ARTICLE 11 - DELIVERY
Delivery is made, depending on the nature of the service, by the means determined by the Service Provider with the Client. The delivery period indicated at the time of order registration will be respected only if the Client provides the elements requested by the Service Provider in a timely manner and proceeds with the necessary project approvals within the specified deadlines. Consequently, any reasonable delay in the delivery of services cannot give rise to compensation or cancellation of the order in favor of the Client.
ARTICLE 12 - PROOF OF APPROVAL
For graphic design services, a proof of the product will be sent to the Client before finalization to ensure their satisfaction with the result. The proof, with the Client’s signature (or digital validation), the mention “approved” and the date, constitutes final approval and releases the Service Provider from any liability regarding the entire creation.
ARTICLE 13 - INCAPACITY TO WORK
In the event of incapacity to work due to illness or accident, the Service Provider reserves the right to modify the ongoing schedule without the obligation to pay compensation to the Client. The Service Provider must notify the Client on the first working day of their incapacity.
ARTICLE 14 - CASE OF EMERGENCY
The responsibility of HI AGENCY cannot be invoked if the non-performance or delay in the performance of any of its obligations described in these general terms and conditions of sale arises from a case of force majeure. Force majeure includes any external, unpredictable, and irresistible event within the meaning of Article 1148 of the Civil Code.
ARTICLE 15 - INTELLECTUAL PROPERTY
The entire production and related rights, subject of the order, remain the complete and exclusive property of HI AGENCY until the invoices are paid in full by the Client. Conversely, the Client will become the de facto owner of the production upon final payment and settlement of all invoices for the duration of the acquired rights specified in the order. Unless otherwise stated in the quote, production files and sources remain the property of HI AGENCY. Only the finished product will be provided to the Client.
ARTICLE 16 - COPYRIGHTS AND COMMERCIAL MENTIONS
Unless expressly stated otherwise by the Client, the Service Provider reserves the right to include a commercial mention clearly indicating their contribution in the creation, such as “Created by HI AGENCY,” in the final product.
ARTICLE 17 - ADVERTISING RIGHTS
Unless explicitly stated otherwise by the Client, the Service Provider reserves the right to showcase the work done for the Client on various media or at any desired occasion. References may be highlighted on the website https://hi-agency.ch/ and in commercial documents (portfolio, brochure, etc.). This right extends in particular to the constituent elements of the creation, including but not limited to the public presentation of the following contents: textual contents, iconographic contents, exemplars of the completed creation.
ARTICLE 18 - LIABILITY
The liability of the Service Provider regarding the services will be fully released upon delivery of the products or completion of the service. If the order could not be fully or partially completed due to causes beyond the control of the Service Provider, their liability cannot be engaged. In any case, the potential liability of the Service Provider may not result in compensation greater than the amount paid by the Client for the services provided under the order. HI AGENCY will perform its services in accordance with the best practices in the profession. Given the nature of the services entrusted to them, it is expressly agreed that HI AGENCY is only bound by a general obligation of means. The Client acknowledges full responsibility for the choices made regarding textual and iconographic content they present, provide, or request from HI AGENCY for the completion of the service. The liability of the Service Provider cannot be invoked in any case where such content is found to be subject to copyright or infringing on the intellectual property rights of a third party. The Client agrees to indemnify HI AGENCY in this regard and assume any conviction, fees, and expenses incurred.
ARTICLE 19 - PERSONAL DATA
In the course of its activities, the Service Provider processes personal data of its clients in accordance with Regulation 2016/679 of April 27, 2016, relating to the protection of individuals with regard to the processing of personal data and the free movement of such data. The Service Provider only processes personal data voluntarily provided by the Client, whether through an information request via the contact form on HI AGENCY’s website or through contact by email or telephone. In this context, the Service Provider may collect the following data: name, first name, address, phone number, email address, information about the Client’s needs, ordered services, amount, history of the contractual relationship, origin of the order, correspondence with the client. The data processing carried out by the Service Provider is aimed at responding to the Client’s request, managing orders and deliveries, improving services and information provided to the Client, and monitoring the Client relationship, excluding any commercial prospecting. The collected data is never transmitted to third parties. The data is stored and used for a duration in compliance with the current legislation, including the CNIL reference framework.
In accordance with the GDPR and Law 78-17 “Informatique et Libertés” of January 6, 1978, the Client has the right to access, rectify, erase, transfer, and object to their personal data. If the Client decides to exercise any of these rights, they can send a letter to the data processing controller, HI AGENCY, at the following address: https://hi-agency.ch/. The data subject has the right to lodge a complaint with a supervisory authority.
Following the measures in effect since GDPR 2022.
ARTICLE 20 - APPLICABLE LAW AND JURISDICTION
Any dispute relating to the interpretation and performance of these general terms and conditions of sale is subject to French law. In the absence of an amicable resolution, the Commercial Court of Lille will have exclusive jurisdiction over any dispute relating to the interpretation and performance of a contract and its consequences.