Capitalized terms refer to the following definitions:

The "Service Provider" refers to SASU DARIOT Romuald, a company with a capital of 100.00 euros whose head office is located at RUNGO.BIZ, 231 rue Saint-Honoré 75 001, Paris, registered with the Registre du Commerce et des Sociétés under the number 849107826, whose intracommunity VAT number is FR88849107826.

Service: The service(s) described in the quotation sent to the Customer.

The "Site" refers to the Internet Site(s) accessible from the URL link https://rungo.biz/ and all Sites published by the Service Provider to present its services.

The "General Sales Conditions" or "GSC" refers to the present General Sales Conditions, applicable within the framework of the contractual relationship between the Company and its Customers, which include the Privacy Policy that may be available on the Site and any element of the Site to which they expressly refer. The present General Terms and Conditions of Sale, in their most recent version accepted by the Customer to whom the Quotation refers.

The "Order" refers to any subscription to a service by the Customer with the Company.

The "Commercial Proposal" submitted to the Customer, setting out the specific conditions applicable to the proposed Service, which is accepted and signed by the Customer in order to place an order. Signing the Sales Proposal implies the conclusion of a Contract and unreserved acceptance of these GTS.

Contract : The Quotation and the General Conditions for the services described in this Quotation. In the event of contradiction between the Quotation(s) and the General Conditions, the Quotation shall always prevail.

The "Customer" refers to the individual or legal entity, professional or otherwise, subscribing a service with the Company. The person or company signing these General Terms and Conditions of Sale guarantees payment of the invoice, even if it is made out in the name of a third party.

The "Content" refers to all data provided by the Customer to the Service Provider for the purpose of performing the Services, including but not limited to text, images, graphics, photos, files and databases. The Content remains the exclusive property of the Customer;

The "User" refers to any person browsing the Site.

Partner" means any professional partner with whom the Company has a business relationship in connection with the provision of the service and to whom the Customer may be referred in connection with the provision of the service.

2.1 These General Terms and Conditions of Sale express the entirety of the obligations of the parties. They constitute the sole basis of the commercial relationship between the parties, and the Customer is therefore deemed to accept them without reservation.

2.2 These General Terms and Conditions of Sale prevail over any other document, and in particular over any General Terms and Conditions of Purchase. They apply, without restriction or reservation, to all services rendered by the Service Provider to Customers of the same category.

2.3 The Service Provider and the Customer agree that these General Terms and Conditions shall exclusively govern their relationship. The Service Provider reserves the right to modify these General Terms and Conditions from time to time. Updates will be posted on the General Terms and Conditions (GTC) page of the Agency's website https://rungo.biz/condition-generale-de-vente. They will be applicable as soon as they are put online. The present General Terms and Conditions of Sale are communicated to any Customer who so requests, in order to enable him to place an Order. The Service Provider reserves the right to derogate from certain clauses of these General Terms and Conditions, depending on the negotiations carried out with the Customer, by drawing up special conditions of sale. The Service Provider may also establish specific General Terms and Conditions of Sale, derogating from the present General Terms and Conditions of Sale, depending on the type of Customer in question, according to criteria which shall remain objective. Customers meeting these criteria will then be subject to these categorical General Terms and Conditions of Sale.

2.4 The General Terms and Conditions of Sale are accessible at all times on the Site and take precedence, where applicable, over any previous or future version. The GCS take effect from the date of their update, indicated at the top of the present document, and apply to the exclusion of all other conditions, and in particular those applicable to Sales through other distribution and marketing channels.

3.1 The Commercial Proposal constitutes a proposed contract for which the Customer expressly declares that it has the power, authority and capacity necessary to enter into and perform the obligations incumbent upon it.

3.2 The Service Provider's areas of expertise include: research and consultancy, implementation of global communication campaigns, written communication, interactive communication, audiovisual communication, event communication, digital marketing, content marketing, search engine optimization (SEO), search engine advertising (SEA), press relations, e-reputation, community management, training, creation of websites and applications, web maintenance and support, and in general all services requested by the Customer which have been the subject of a formal Sales Proposal from the Agency.

4.1 The duration of the Contract corresponds to the duration of delivery of the Service described in the Quotation. Where applicable, different delivery conditions and dates may be stipulated for different services. Where the Contract is for a fixed term, the Customer is liable for all sums specified in the Quotation until the end of the Contract, which the Customer expressly accepts. In the event of early termination, the Customer shall remain liable for the full balance of the Contract until its expiry. The Parties may agree to payment by direct debit for the scheduled payment dates.

4.2 The Contract takes effect on the date of the Sales Proposal in paper or electronic form and the payment of a deposit of 50% of the total amount of the Sales Proposal. Orders will only be taken into account on return of the corresponding "Sales Proposal" and/or specifications (depending on the Customer's project), dated, signed and respectively preceded by the words "Good for agreement" or "Read and approved" by the Customer, the signatures implying acceptance of the terms of the Sales Proposal and validation of the specifications. Sales Proposals thus communicated to the Customer are valid for 30 (thirty) days.

4.3 The present contract is concluded for a fixed term of 12 months in the case of subscription to Website management or social network management. This contract comes into force upon signature by the Customer. It is tacitly renewable for successive periods of the same duration. In the event of force majeure or during periods of closure clearly announced on the home page of the site, the intervention times will be, within the limits of the Service Provider's availability, those indicated below.

4.4 Turnaround times begin on the date the Order is registered, as indicated in the Order confirmation e-mail.

The delivery time does not depend solely on the Service Provider, but also on the Customer, who is responsible for providing the elements required to complete the work (documents, access codes to the hosting server, etc.). The Service Provider declines all responsibility in the event of delay caused by the Customer as a result of insufficient or late transmission of these elements.

4.5 The Service Provider reserves the right to suspend any Order pending receipt of the Customer's elements to be included therein, without prejudice or financial consideration and without this constituting grounds for termination of the Order.

Delays in delivery shall not justify cancellation of the Order by the Customer, nor give rise to the payment of damages, indemnities or penalties.

5.1 The Customer receives the Sales Proposal in PDF format for the services mentioned in Article 3.

5.2 For the Order to be validated, the Customer must accept the Commercial Proposal, and sign it in the space provided. Acceptance of the Sales Proposal will result in an invoice being sent by e-mail, and will constitute confirmation by the Service Provider, in accordance with the conditions described below. Payment can be made in various ways:

CB/Check/Cash/Direct debit/Wire transfer.

5.3 Any Order implies acceptance of the prices and descriptions of the services offered.

5.4 If the service cannot be provided, the Customer will be informed by email. The Order for this service will then be cancelled and reimbursed if necessary, with the remainder of the Order remaining firm and definitive. For any questions relating to the follow-up of an Order, the Customer should call 0693 303 970, Monday to Friday, 8 a.m. to 5 p.m. (cost of a local call).

6.1 The Contract is enforceable against the Customer as soon as the latter signs the Quotation and the General Terms and Conditions, which constitutes the Customer's firm and definitive order. The person signing the Quotation on behalf of the Customer undertakes to have the power and capacity to do so and to act for purposes falling within the scope of his commercial, industrial, craft, liberal or agricultural activity, including when acting in the name or on behalf of another professional.

6.2 The Service Provider reserves the right to refuse to perform any Service for which the relevant Quotation has not been returned signed by the Customer before the expiry of its validity date. The Quotation may be signed by hand or electronically by the Customer. In the case of electronic signature, proof of acceptance is provided by the electronic signature certificate.

6.3 By accepting the Quotation, the Customer warrants that he has been provided with all the information required to assess the suitability of the Service for his own needs. The Customer may not under any circumstances call into question his express agreement to the services ordered, even in the event of an error, omission or oversight on the part of the Customer leading to the Service described in the Quotation being unsuited to his needs.

6.4 The Customer will be required to return the signed General Terms and Conditions with the Quotation.

6.5 The Contract excludes the application of the Customer's general terms and conditions of purchase and any previous agreement not formalized between the parties.

6.6 The Customer and the Service Provider acknowledge that an electronic signature by electronic means is deemed to have the same binding force as a handwritten signature. Consequently, both parties acknowledge that they are bound by the terms of this contract by means of the Customer's electronic signature which reflects their full agreement to this contract.

6.7 The provision of the Sales Proposal signed by the Customer and the final validation of the Order shall constitute proof of the Customer's agreement and shall constitute :

– Payability of sums due ;

– Signature and express acceptance of all operations carried out.

7.1 The specific terms of payment for the Service are indicated in the Quotation. Prices are expressed in euros in the Quotation. Unless otherwise stated, they are exclusive of tax (HT) and are subject to the taxes in force on the date of invoicing, including value-added tax. These prices are firm and non-revisable until the quotation expires. The Customer is expressly warned that the price of a commercial offer may change after the expiry of the validity period of a commercial proposal which has not been ordered by the Customer within the specified period, and that the Service Provider may issue a new Quotation which is not identical to the previous one, and reserves the right to change its prices.

7.2 The Customer is hereby informed that failure to use the Service ordered will not result in any price revision or reduction. Except in the case of a special offer and at the end of any trial period, the full purchase price of the Service ordered will be payable. Payment in instalments may be provided for in the Quotation. In the case of a special offer, in the event of a problem with an instalment payment, the Customer will only have access to the Service once the due date has been paid. Payments made by the Customer will only be considered definitive once the amounts due have been received by the Customer.

7.3 In the event of non-payment or late payment by the Customer, the Service Provider shall not be obliged to commence delivery of the Service, shall not be held liable for any delay in performance and reserves the right to suspend the Service.

7.4 The Customer agrees that invoices or credit notes may only be sent in electronic format (PDF) and by e-mail. The Customer undertakes to inform the Service Provider if its invoicing address is different from the address of its registered office, of any change of company name or of registered office or invoicing addresses occurring during the performance of the Contract.

7.5 All expenses (travel, accommodation, catering, etc.) incurred by the Service Provider for the purposes of the Service shall be borne by the Customer, subject to prior approval by the Customer and on presentation of the corresponding invoice. You may detail the terms and conditions of payment.

8.1 TAny service and/or product complementary to the Service described in the Quotation may be the subject of a separate quotation, which may be subject to other contractual conditions, which the Customer expressly accepts. Failing this, any new quotation or order form, as well as any commercial proposal made in writing (e-mail, document, etc.) to the Customer and which has been the subject of an agreement, will be subject to the General Terms and Conditions. The Customer expressly accepts that an exchange of e-mails may constitute an agreement for an additional service.

8.2 The Service Provider reserves the right to amend its General Terms and Conditions at any time in accordance with the law.

 Computerized registers, kept in the Service Provider's computer systems under reasonable security conditions, will be considered as proof of communications, Orders and payments between the parties. Order forms and invoices are archived on a reliable and durable medium that can be produced as proof.

10.1 The services governed by these General Terms and Conditions of Sale are those which appear on the Provider's Web Site and which are indicated as being performed by the Provider or under its control.

They are offered subject to the Service Provider's availability. Services are described and presented as accurately as possible. However, the Service Provider cannot be held liable for any errors or omissions in this presentation.

10.2 By virtue of its exclusive hierarchical and disciplinary authority over its personnel, the latter shall remain under the effective control of the Service Provider throughout the performance of the services. In the event of work being carried out on the Customer's premises, the Service Provider undertakes to comply with the health and safety obligations of which the Customer shall inform the Service Provider, provided that the Service Provider's personnel are afforded the same protection as the Service Provider's employees.

The Service Provider guarantees that the situation of its personnel is in compliance with Articles L. 1221-10 et seq. and L. 3246-1 et seq. of the French Labor Code.

The Service Provider further certifies that it complies with the provisions of Articles L. 8221-1 and L. 8221-2 of the French Labor Code, relating to the fight against undeclared work, and with the provisions of Book III, Title IV of the French Labor Code.

10.3 For the duration of the services and for a period of one year after its completion, the Customer undertakes not to solicit or attempt to poach (or assist any other person in soliciting or attempting to poach) any employee of the Service Provider with whom it has had contact in connection with the performance of the services.

10.4 In the event of breach, the Customer shall owe the Service Provider, as a penalty clause, compensation equal to one year's last gross salary/payment of the person thus poached.

10.5 Any additional interventions will give rise to an hourly charge of €100.00 excluding VAT.

11.1 Any use or commencement of operation of the Service by the Customer is equivalent to its acceptance without reservation. From the moment of its receipt, the Customer is solely responsible for the Service, and assumes all harmful consequences of its use. The particular conditions of the Contract may provide for a different procedure for acceptance and reservation of the elements of the Service. Upon delivery of the Service and at the end of each operation or reception stage, the Customer undertakes to verify that all deliverability criteria have been met in accordance with the Contract.

11.2 Unless otherwise agreed by the parties, the Customer shall have a period of three working days in which to express clear, precise and qualified written reservations concerning the Service delivered, referring to the specifications actually ordered. The Service Provider will then have a period of one week to make the appropriate corrections, and the execution of the corrections will be deemed to constitute acceptance.

11.3 Any further refusal by the Customer despite the corrections made may give rise to additional invoicing.

12.1 The Parties undertake always to behave as bona fide business partners in accordance with commercial practice, to show mutual respect and always to cooperate for the success of their contractual relationship.

12.2 The Customer certifies that it has received all useful information enabling it to ensure that the present Contract is suited to its needs.

12.3 The Customer undertakes always to formulate its requests and/or reservations precisely and clearly, in accordance with the usual rules.

12.4 The Customer is expressly informed that any deadlines announced are provided for information purposes only and depend in particular on the Customer's full cooperation, for example in providing an item necessary for the performance of the Service.

12.5 The Customer undertakes to make fair use of the Service and guarantees that it will assign to the performance of the Contract personnel who are sufficiently competent, trained and available to enable the Service Provider to fulfil its obligations. In any event, the Customer undertakes to take all measures to adapt its equipment and the skills of its personnel to enable the Service Provider to perform the Service.

13.1 The Service Provider reserves the right to terminate the Service immediately in the event of non-payment by the Customer of one or more instalments.

13.2 In addition, any sum not paid by the due date will be increased by a rate equal to three times the legal interest rate in force, as well as a fixed indemnity for collection costs of 40 euros in accordance with the legislation in force (Article L441-10 of the French Commercial Code), and late payment penalties are payable without a writ of execution. The Service Provider's invoices may provide for higher late payment penalties, which will apply where appropriate.

13.3 Termination of the Service may automatically result in the suspension and termination of all services subscribed to by the Customer with the Service Provider, as well as the immediate payment of all sums due under the Contract, in principal, costs and accessories (late payment interest, any bank charges).

14.1 Termination by either party, notified by registered letter with acknowledgement of receipt at least 3 months before each contractual expiry date. The Customer may put the services provided for in the present contract out to tender during the 3-month notice period. However, in the event of a change of Service Provider, the Customer must wait until the renewal date of the present contract, or pay compensation equal to the total sums due under the present contract, inclusive of tax.

14.2 The Customer may cancel his subscription at the end of each annual period by e-mail to bonjour@rungo.biz or by registered letter to the following address: 9 rue Pierre Marinier, 97 438 Sainte-Marie (La Réunion) no later than 3 months before the contract renewal date. In the event of late termination, the contract will be renewed until the end of the following period, which must be paid for in full by the Customer, who expressly accepts this.

Cancellation is only initiated after confirmation of payment by the Service Provider's bank. It is provided within the period specified in the "Commercial Proposal", from receipt by the Service Provider of the Order form. In the event of non-compliance with the above payment conditions, the Service Provider may suspend or cancel the service.

14.3 The end of the service will give rise to an end-of-service email.

14.4 Termination of optional services does not entail termination of the Contract.

15.1 Collaboration between the Service Provider and the Customer. The Service Provider attaches great importance to the pleasure of collaboration, respect for the work of both Parties, cordial exchanges and the sharing of knowledge.

15.2 Within the framework of the close collaboration expected between the Parties and formalized in particular by the Commercial Proposal/Quote and/or the specifications and the reciprocal undertakings to implement the specifications, a complete, exhaustive and good faith exchange of information shall take place. This will take place at regular intervals and as necessary with reasonable notice.

15.3 Each Party undertakes to alert the other Party to any anomaly or difficulty jeopardizing the proper execution of the project or of all or part of the Services. Acceptance of deliverables All deliverables sent to the Customer are delivered within the framework of the agile methodology, which takes into account the Customer's needs as and when the project is designed, field analysis, project progress and feedback from the Customer and its prospects. However, it is agreed between the Parties that any deliverable may only be the subject of a request for modification by the Customer within five (5) working days of receipt, failing which it will be considered validated. In addition, the Customer is entitled to a maximum of three (3) return trips for each deliverable included in the price of the Services. Beyond this, any request for modification will be subject to a quotation from the Service Provider.

The Service Provider's undertakings constitute an obligation of means under which the Services will be performed in strict compliance with the professional rules in use and, where applicable, in accordance with the terms of the contract. To this end, the Service Provider will assign professionals with the skills required to perform the services in accordance with its quality standards.

17.1 The Agreement is entered into in consideration of the Customer's person. Except with the express prior agreement of the Service Provider, the Service Provider may not assign or transfer the Contract or the benefit of the use of the service to a third party in any form whatsoever, and may not market the service or any optional service to a third party in any form whatsoever.

17.2 The Customer undertakes not to make any fraudulent use of the service or optional services, or to send messages which may result in a large number of responses.

17.3 The Customer shall refrain from any abnormal use of the service and in particular any action that could jeopardize the security or availability of the Service Provider's servers or network.

17.4 The Customer undertakes not to engage in any activity that is contrary to applicable European laws and regulations.

17.5 The Customer must notify the Service Provider immediately of any change of address or contact details.

17.6 The Customer undertakes to provide the Agency with all information necessary for the smooth running of the project. The Customer undertakes: to provide the Service Provider with complete, accurate and timely information and documents, without the Service Provider being obliged to verify their completeness or accuracy; to take decisions in a timely manner and to obtain the necessary hierarchical approvals; to designate a correspondent with decision-making authority; to ensure that key contacts and the correspondent are available throughout the performance of the services; to inform the Service Provider directly of any difficulties that may arise in connection with the performance of the services.

17.7 The Customer undertakes to provide all text, images, video and sound elements necessary for the performance of the contract and to collaborate with the Service Provider by making available any document or information that may be requested by the Service Provider. All text and media content is to be provided by the Customer in its entirety prior to commencement of work.

The Customer undertakes to provide the Service Provider with all the information required to perform the services provided for in this contract, and in particular the access codes to its hosting server so that the Service Provider can install the Website, manage the Website or manage the social networks.

17.8 The Customer undertakes to cooperate actively with the Service Provider by providing it in a timely manner with the information and documents required for the proper performance of the contract. The Service Provider shall not be held liable for any delay in the performance of the work due to the Customer's failure to comply with this undertaking.

The customer must not jeopardize the smooth running of the project by a state of mind contrary to full collaboration.

17.9 In particular, the Customer undertakes to understand any technical problems that may arise from functionalities or information not clearly set out in writing at the start of the project.

17.10 The Customer undertakes to retain all originals of all resources supplied to the Service Provider, who shall not be held liable in the event of loss or modification of the Website by the Service Provider or any other person.

 The Customer acknowledges and agrees that: unless otherwise expressly requested by the other party, the parties may correspond or transfer documents by e-mail over the Internet; neither party has any control over the capacity, reliability, access or security of such e-mail; the Service Provider shall not be liable for any loss, damage, expense or injury caused by the loss, delay, interception, misappropriation or alteration of any e-mail caused by any act whatsoever. In general, the parties undertake to comply with the regulations applicable to the protection of personal data and in particular the provisions of law 78-17 of January 6, 1978 relating to data processing, files and freedoms.

19.1 GENERAL INFORMATION

19.1.1 The Service Provider is the sole owner of the rights to the documentation and content provided as part of the Service. The provision of the Service does not entail any transfer of intellectual property rights (copyright, database producer rights, trademark rights, etc.) on all or part of the content provided as part of the Service.

Any unauthorized use of the Service under the terms of the Contract is strictly forbidden and may result in legal action.

19.1.2 Unless otherwise specified in the Quotation, the provision of the Service does not entail any transfer of intellectual property rights (copyrights, database producer rights, trademark rights, etc.) on all or part of the content and/or deliverables provided under the Service. Any unauthorized use of the Service within the framework of the Contract is formally forbidden, under penalty of prosecution.

As such, they may not be used, transformed, reproduced or exploited in any way not expressly authorized by the Service Provider. In particular, the Customer is prohibited from using and exploiting any content supplied to it as part of the Service for any purpose not provided for in the Contract or incompatible with its intended purpose, and in particular for the account of third parties or for resale. The Customer shall be liable for any unauthorized transfer, use or communication of content.

19.1.3 In any event, the Service Provider remains the owner of its tools, methods and know-how developed prior to or in connection with the Service provided to the Customer. Any grant or assignment of intellectual property rights not provided for in the Contract must be the subject of a separate agreement between the parties. The Service Provider also reserves the right to immediately terminate the Service provided to the Customer in the event of any infringement of its intellectual property rights attributable to the Customer.

19.2 RGPD

19.2.1 The Service Provider cannot be held responsible for the interpretation and use that will be made by the Customer of the RGPD regulations. It is only bound by an obligation of means to assist its Customer in bringing its Website into compliance.

It may not be held liable in the event that the Customer uses external services of which the Service Provider has no knowledge or of which it is not at the origin of the use and/or integration the external services concerned do not allow for the deletion or modification of tracking markers one of the Service Provider's suppliers has not complied with its own obligations vis-à-vis the RGPD the new data protection regulations were to evolve.

19.2.2 The Customer therefore hereby acknowledges that the RGPD compliance assistance service offered by The Provider in no way exempts it from its own obligations related to the RGPD, and that in any event, it only concerns the compliance of its Website and not the other obligations to which it is subject. In particular, it must ensure with its legal department and/or its counsel the relevance and validity of the Company's intervention in relation to the information available to it.

19.2.3 The Customer agrees to receive commercial information on the Services of the Service Provider by electronic mail (e-mail, SMS, message left on answering machine), unless he/she objects by letter to the Service Provider.

19.2.4 The Customer agrees that the Service Provider may use the Customer's personal information for the following purposes:

– Operation of the Provider's services;

– Promotion of the Provider's services or those of its partners by any means other than e-mail.

19.3 INFORMATION TECHNOLOGY

19.3.1 Creation of showcase Websites: The Service Provider creates Websites based on online software, often open source. The Service Provider cannot be held responsible for any technical modifications made to any of this software by the Service Provider who owns the software. The same applies to the modification of the code of a development language or of an API for connection to a payment system.

19.3.2 Creation of e-commerce Websites: Similarly, the Service Provider creates Websites for the sale of products or services based on online software, often open source. The Service Provider cannot be held responsible for malfunctions caused by such software, and is not liable for any loss of sales. The same applies to the modification of the code of a development language or of an API for connection to a payment system.

19.3.3 Domain names: The Customer remains solely responsible for the choice of domain name, for prior research into any prior rights held by third parties, and solely liable to such third parties. The Customer shall hold the Agency harmless in the event of any legal action, or liability claim in general, brought by a third party against the Agency for any reason whatsoever, in connection with the domain name(s) in question. In the event of termination or suspension of the contractual relationship, the fees and costs of transferring the delegation will be borne by the Customer.

19.3.4 Hosting : The Service Provider also offers to have the Customer's Site hosted by a third-party company. The Service Provider shall not be held liable if our supplier's server is unavailable for reasons of force majeure, including in particular long-term failure of the public or private electricity distribution network, failure of the public or private telecommunications network, loss of Internet connectivity due to the public and private operators on which the supplier depends. In the event of a serious incident affecting the proper operation of the hosting platform, the Service Provider will endeavor to take all necessary steps with its supplier to ensure that the service is maintained.

The Service Provider cannot be held liable for damages such as commercial loss, loss of clientele, loss of orders or loss of brand image. In any event, the amount of damages we may be ordered to pay is limited to the annual amount of the hosting contract. The Customer is solely and entirely responsible for the content of the pages published on its Site.

In this respect, and in particular, the Customer undertakes not to host Sites containing racist or illegal content, or Sites with hypertext links to such Sites, or content of a defamatory or insulting nature, or Sites of a pornographic nature. As a reminder, publications constitute intellectual works within the meaning of article L 112-2 of the French Intellectual Property Code, and are protected by copyright.

The customer is solely liable for any violation of the law.

19.4 MISCELLANEOUS

19.4.1 In the event that one of the Provider's recommendations or the use of elements delivered following one of the Provider's recommendations involves the use of goods, models, drawings, photographs, etc. that are subject to intellectual property rights belonging to third parties, the Provider shall inform the Customer of the existence of such rights and the consequences of their use. It will then be the Customer's sole responsibility to take all measures enabling the use of such rights, in particular by negotiating on its own behalf the rights of use under conditions such that the Service Provider is in a position to avail itself of them for the purposes of the services. For its own purposes, the Service Provider may use or develop software, including spreadsheets, documents, databases and other IT tools.

In certain cases, these aids may be made available to the Customer on request. Insofar as these tools have been developed specifically for the Service Provider's needs and without regard to the Customer's own needs, they are made available to the Customer for the duration of the contract in their current state and without any guarantee attached thereto, for the sole purpose of use; they may not be distributed, shared or communicated to third parties, either in whole or in part. This temporary provision shall not entail any assignment of rights or guarantee, whatever the title, for the benefit of the Customer or any third party.

19.4.2 The Service Provider reserves all right, title and interest in and to :

The original elements contained in the work, documents, memos, consultations, opinions, conclusions or other pleadings, etc. produced in the course of the services, including but not limited to all copyrights, trademarks and any other intellectual property rights relating thereto;

All methods, processes, techniques, developments and know-how, whether or not incorporated in the services, or which the Service Provider may develop or provide in connection with the services.

19.4.3 The Customer may, without geographical limitation, free of charge and irrevocably, use internally and for the duration of copyright protection, the elements designed by the Service Provider and incorporated into its work. The Customer is prohibited from distributing, marketing and, more generally, making available or granting the use of these same elements to third parties without the agreement of the Service Provider. Neither party may mention or use the name, denomination, trademarks and logos or other designations, whether commercial or not, of the other party without the latter's prior written consent.

19.4.4 The transfer of ownership will only take place on receipt of full payment of the price of the service.

20.1 The transfer of ownership of the deliverable, whatever its nature, which is the subject of an order from the Customer is only effective when the price of this item has been paid in full, whether or not it has already been delivered. In the absence of full payment, all deliverables remain the exclusive property of the Service Provider. Until the transfer of ownership, the Customer assumes all risks that may affect the delivered items. The Customer undertakes not to resell or distribute the goods free of charge until the price has been paid in full.

20.2 The Customer may request the Service Provider's prior authorization if, in the normal course of business, the Customer needs to resell, distribute or transform the item in question. In the event of resale or distribution, the Customer must immediately pay the balance of the price still due to the Service Provider or, failing this, inform the sub-purchaser of the existence of the retention of title clause and of the possibility for the Service Provider to exercise a claim against the sub-purchaser. In the event of conversion, the Customer shall pay the balance of the price to the Service Provider or assign ownership of the goods resulting from the conversion as security for the original claim.

20.3 The retention-of-title clause applies to the Service Provider's intellectual property until full payment of all sums due to the Service Provider in respect of its Services for which a deliverable has been supplied to the Customer and/or in respect of the agreed transfer of intellectual property rights.

 The Service Provider shall retain the original documents provided to it, and shall return them to the Customer upon request. All documents, data or information supplied by the Customer shall remain the Customer's property. The Service Provider will retain a copy of only those documents required for its working files. Working documents prepared as part of the services are our property and are covered by professional secrecy.

22.1 The Customer acknowledges that he has verified the suitability of the service for his needs and that he has received from the Service Provider all the information and advice he required to enter into the present Website management agreement with full knowledge of the facts. Management only covers updates to installed products and only concerns the Website for which the domain names are specified in the contract. Management includes :

– Regular updating of the WordPress CMS, theme and extensions to their latest version (in the case of WordPress) or other language;

– Basic database optimization;

– Backup of pages and database (provided that the hosting and domain name chosen by the customer are on the agency's account);

Any preventive measures that the Service Provider deems necessary to guarantee the stability, consistency and security of the Site, without having to obtain the Customer's prior consent.

Management does not include :

– Modification or addition of pages, articles, texts, images, videos, sounds, etc. ;

– Optimization of the image bank: the Customer is responsible for deleting multiple copies of media that he has inserted himself, and for ensuring that he has correctly named each media item (without accents);

– Solving problems caused by incorrect handling by the customer;

– Troubleshooting following the addition of extensions by the customer;

Resolution of security problems such as malicious intrusion by third parties, theft and misappropriation of passwords, hacking, etc.

22.2 When the management contract is taken out by the Customer, the Service Provider will visit the administration area of the Customer's Website at least once (1) a month to carry out preventive checks. Updates included in the management will be made at the most appropriate time, as judged by the Service Provider and in the interest of the Customer's Website.

22.3 In the absence of full payment of the renewal price set out in the price list, the Service Provider will not be able to carry out the renewal requested by the Customer. The Customer will receive an e-mail notification of the closure of management on the anniversary date. Management will be definitively terminated on the renewal anniversary date, and the Customer will receive an e-mail informing him that management has been terminated for non-payment. If the Customer wishes to reactivate management after D + 15 days, a service interruption surcharge will be applied. The management contract will be reactivated once all sums have been received by the Service Provider (management contract price plus the service interruption surcharge).

23.1 If a management contract is not taken out or renewed by the Customer, the Service Provider's liability for the Customer's Website is totally discharged. Updates to the WordPress CMS or other language, the theme and any modules installed on the Website become the responsibility of the Customer. Given that the Customer is the sole administrator of his or her Website, and that errors may be made, the stability of the Website is not guaranteed over time.

23.2 The Customer may be required to purchase premium licenses for the theme and any plug-ins or external services used, in order to update them himself and to ensure the compatibility of the theme with the latest versions of WordPress, in the case of WordPress. This principle also applies to other services or languages offered by the Agency.

23.3 Once the contract has been completed and the Website is online, and only if a management contract has not been taken out, the Customer is advised to change the passwords that give access to his site. The Service Provider declines all responsibility for any damage suffered if the Customer has not changed his access codes.

23.4 If no management contract is subscribed to by the Customer and in the event of a subsequent technical problem or if the Site has to be reinstalled on the hosting server, a new Commercial Proposal will be drawn up by the Service Provider to resolve and repair the problem identified. The Customer will be free to accept this Commercial Proposal or to choose another supplier.

23.5 The Service Provider has no obligation to monitor any changes made to the Web Site by the Customer or any other person not working for the Service Provider. The Customer, or the person designated by the Customer, who administers the Website by adding pages, articles and media, is obliged to keep the media library in good order. In particular, the Customer must remove images that are duplicated or unused. In order to guarantee the stability of the website's backups, the customer must ensure that images are not named with accents. The Customer is obliged to check all modifications made to the Website. The Service Provider shall in no event be liable for any loss of data resulting from the Customer's negligence.

23.6 In the event of malfunction of the Web Site due to improper handling on the part of the Customer, the Service Provider will automatically invoice the Customer for the management hours required to restore proper operation of the Web Site.

23.7 The Service Provider declines all responsibility for the proper maintenance of the Web Site if the Customer himself updates WordPress or other languages, the theme and/or the plug-ins used. If the Website is damaged as a result of the Customer's intervention, the Service Provider will issue an invoice corresponding to the work required to restore the Website. Any intervention by the Customer on the source code shall be at the Customer's own risk, and the Service Provider shall not be held liable for any malfunction of the Website.

The Service Provider declines all responsibility in the event that management interventions prove impossible due to the seriousness of the damage suffered as a result of modifications made to the Website by the Customer.

 All claims, whether amicable or legal, relating to the performance of services must be made within one year of the end of the initial service (Year N, when the present contract is signed).

 As the Customer is a professional purchasing within the framework and for the needs of his profession, there is no need to apply the right of withdrawal provided for in the French Consumer Code.

26.1 The Service Provider shall not be held liable to the Customer in the event of non-performance of its obligations resulting from an event of force majeure. The following are considered to be force majeure or fortuitous events, in addition to those usually recognized by the case law of French courts and tribunals and without this list being restrictive: strikes or labor disputes internal or external to the Service Provider, natural disasters, fires, epidemics or pandemics, interruption of telecommunications, interruption of energy supply, interruption of communications or transport of any kind, or any other circumstance beyond the reasonable control of the Service Provider.

26.2 In the event of the inability to work of a member of the Service team, as a result of illness, paternity leave or accident, the Service Provider reserves the right to modify the planned schedule without the Customer being entitled to claim any compensation.

26.3 In the event that the Service Provider is unable to carry out the assignment for any of the aforementioned reasons, the Service Provider will notify the Customer within a reasonable period of time of such incapacity and, insofar as possible, of the duration thereof. In this case, the mission will be suspended for the duration of the incapacity and will resume at its end. If the incapacity lasts for more than three months, the Customer may decide whether or not to continue with the Performance of the Service. In the event of non-continuation, all services rendered will be due as soon as they have been rendered.

 If one or more stipulations of these General Terms and Conditions of Sale are held to be invalid or declared as such in application of a law, regulation or following a final decision by a competent court, the other stipulations shall retain their full force and scope.

The fact that one of the parties does not avail itself of a breach by the other party of any of the obligations referred to in these General Terms and Conditions of Sale shall not be interpreted for the future as a waiver of the obligation in question.

29.1 The Company respects the privacy of its Customers. It undertakes to ensure that the collection and automated processing of their data for the purposes of improving the Site and the service, providing the latter, commercial prospecting, managing Orders, contracts and disputes comply with the General Data Protection Regulation (RGPD) and the French Data Protection Act (Loi Informatique et Libertés) in its latest version.

29.2 The Service Provider is responsible for the processing of its Customers' data containing personal information about the Customer's corporate officers and/or employees who are its contacts, collected in connection with the performance of the Contract and prior to its conclusion, for the preparation of the commercial proposal or any customary pre-contractual relations between professionals, where the purpose of such processing is the management of the prospect-customer relationship, Customer invoicing, Customer assistance or any other legitimate purpose for which the Service Provider is acting on its own behalf.

29.3 The Customer is hereby informed and accepts that the Service may include technical devices enabling the use of the Service to be monitored (connected user, IP address, type of application used, various connection and usage logs) which may be used in the context of the fight against counterfeiting and/or to identify and/or prevent any illicit or non-compliant use of the Service.

29.4 All processing carried out by the Service Provider solely on behalf of the Customer is carried out as a subcontractor. It is the Customer's responsibility to determine the responsibilities of each of the parties or third parties to the Contract in the processing carried out within the scope of the Service and to submit a data processing agreement to the Service Provider, where applicable. The Customer is solely responsible for the data processing carried out within the scope of the Service, and is solely responsible for ensuring that the data processing carried out under the contract complies with applicable regulations. Under no circumstances does the price of the Service include an impact analysis of the service(s) ordered.

29.5 The Service Provider shall under no circumstances be held liable for the collection and processing of personal data carried out by the Customer and/or by third parties to the Contract.

29.6 The Customer's personal data will not be kept beyond the period strictly necessary for the purposes indicated. Certain data enabling proof of a right or contract to be established may be subject to an intermediate archiving policy for a period corresponding to the prescription and foreclosure periods of legal or administrative actions that may arise.

29.7 The Customer is hereby informed and accepts that the Site and/or the service may include technical devices which enable usage to be tracked (user account connected, IP address, type of application used, etc.) and which may be used in the context of the fight against counterfeiting, and/or to identify and/or prevent any illicit or non-compliant use of the Site.

29.8 Any request to exercise this right may be sent by e-mail to contact@rungo.biz. Any person affected by data processing has the right to lodge a complaint with the French Data Protection Authority (Commission Nationale Informatique et Libertés).

29.9 In order to deal with a security incident, a threat or a situation of vulnerability, the Service Provider may implement the following measures on the Internet: informing Customers and the supervisory authority if necessary, raising the awareness of the Service Provider's teams, reinforcing the security of the Company's premises and workstations. The Service Provider may also take the following measures with regard to its customers: make customer access to the Service conditional on the modification of their Identifiers, require them to strengthen the security of their passwords, implement authentication procedures offering enhanced security (two-factor authentication).

For further information on automated data processing and how to exercise their rights, Users may consult the Privacy Policy, which is accessible at all times on the Site, and the information on cookies used by the Service Provider.

29.10 The personal data collected is as follows: Last name/First name/E-mail address/Telephone number/Postal address/Postal code/City/Credit card numbers/Gender/Sex/Occupation/Interaction with social networks and external platforms/SIRET number/Company name/Kbis/Logo. All information required to set up the Customer Information System. Your personal data may be collected by external platforms during interaction (Social Widgets/Buttons [Tweeter Tweet, Facebook Like, Google +1, LinkedIn.)....

29.11 Personal data may be shared with third-party companies, in the following cases: when the user uses payment services, for the implementation of these services, the Website is in relation with third-party banking and financial companies with which it has contracted ;

When the user authorizes a third-party website to access his/her data;

When the Website uses the services of Service Providers to provide user support, advertising and payment services. These Service Providers have limited access to the User's data in the course of providing these services, and are contractually obliged to use it in accordance with the provisions of the applicable regulations on the protection of personal data;

If required by law, the Web Site may transmit data in order to pursue claims against the Web Site and to comply with administrative and judicial proceedings;

If the Web Site is involved in a merger, acquisition, sale of assets or receivership, it may be required to sell or share all or part of its assets, including personal data. In this case, users will be informed before any personal data is transferred to a third party.

29.12 The Website implements organizational, technical, software and physical digital security measures to protect personal data against alteration, destruction and unauthorized access. However, it should be noted that the Internet is not a completely secure environment and the Website cannot guarantee the security of the transmission or storage of information over the Internet.

29.13 The natural persons concerned may exercise their rights of access, rectification, opposition, deletion, dereferencing and portability under the conditions and within the limits provided for by law by sending a written request to our registered office, indicated at the top of this document, or by e-mail to contact@rungo.biz.

29.13.1 Right of access: Customers may exercise their right of access to their personal data. In this case, before implementing this right, the Website may request proof of the user's identity in order to verify its accuracy.

29.13.2 The right of rectification: if the personal data held by the Website is inaccurate, they may request that the information be updated.

29.13.3 The right to delete data: users may request the deletion of their personal data, in accordance with applicable data protection laws.

29.13.4 The right to object to the processing of data: users may object to their data being processed in accordance with the assumptions set out in the RGPD.

29.13.5 The right to limitation of processing: users may request the Website to limit the processing of personal data in accordance with the assumptions provided for by the RGPD.

29.13.6 The right to portability: they may request that the Website return the personal data provided to them for transmission to a new Website.

The Customer warrants that it is authorized to communicate to the Service Provider information on its employees, and in particular on the users of the Service that it would designate to the Service Provider or any other natural persons, whose personal data, are communicated by the Customer to the Service Provider for the purposes of performing the Contract.

29.14 The Web Site reserves the right to amend this clause on the protection of personal data at any time. If a change is made to the present personal data protection clause, the Web Site undertakes to publish the new version on its site. The Website will also inform users of the modification by e-mail to the following address contact@rungo.biz, at least 15 days before the effective date. If the user does not agree with the terms of the new wording of the personal data protection clause, he may delete his account.

30.1 The Customer agrees to be cited by the Service Provider as its customer for the Service provided in its reference lists and proposals to its prospects and customers, in particular on the Service Provider's website and social networks, its sales brochures (PDF or paper), during interviews with third parties, communications to its staff, internal management planning documents, presentations at conferences, as part of specialized publications on professional markets, in addition to cases of legal, regulatory or accounting provisions requiring it.

30.2 The Customer hereby accepts that the Service Provider may refer to the Customer's name, company name, one or more logos or trademarks on the aforementioned media worldwide. The Service Provider may make a presentation of the Service provided to the Customer, without this being considered a breach of confidentiality or an act of trademark infringement. The Customer agrees that the Service Provider may provide a description of the Service and the project follow-up in its communication. The Customer may inform the Service Provider by any written means and at any time of its refusal and/or request the withdrawal of the aforementioned reference.

The Customer undertakes to include at the bottom of each page of its Internet Site the discreet mention "Site created by Rungo.biz", possibly accompanied by a link to URL https://rungo.biz/ and a logo.

30.3 When the Customer sends writings, videos and/or photographs to the Service Provider, to give its opinion or testify on the service provided by the Service Provider, and if necessary issues comments or publications concerning the Service Provider (for example, on its social networks), to which are attached its identifier and its profile photo on the social networks, then the Customer authorizes the Service Provider, to exploit these contents for the promotion of its commercial activities. The content may be protected by image rights and/or copyright, in which case the Customer grants the Service Provider the right to adapt it (in form) and reproduce it on any medium, in particular by presenting it as a commercial reference and/or as a notice. For example, the Service Provider may take screenshots of publications on social networks concerning the Service Provider or the Customer, and reproduce them on the Site as reviews.

30.4 The Customer acknowledges that it is fully entitled to its rights and may not claim any remuneration for the exploitation of the rights referred to in this paragraph. These rights are granted for the lifetime of the Customer concerned, plus 70 years, and for the whole world. The Service Provider reserves the right to submit to the Customer any other request for authorization to take photographs and transfer rights, for all cases not provided for herein or on an ad hoc basis.

 The Company reserves the right to modify the terms, conditions and mentions of the General Sales Conditions at any time and without prior notice, in order to adapt them to changes in the Site or its operation, and in the characteristics of the service. The applicable conditions are those accepted by the Customer. Modifications to the General Terms and Conditions made by the Company will not apply to Services already subscribed to, except for clauses relating to the technical evolution of the service, provided that this does not result in a price increase, or alteration of the quality or characteristics to which the Customer has made his commitment. The Customer may also be asked to accept the modified GTS, failing which the last GTS accepted will continue to apply until the service has been fully performed.

32.1 The Customer is solely responsible for the interpretation he makes of the information provided under the Services, for the advice he deduces or which has been provided to him under the Services and for the adaptations made for his own activities. Use of the information is made under the sole responsibility of the Customer and at the Customer's own risk, which the Customer expressly accepts.

32.2 The Customer acknowledges that he has received sufficient information and advice before committing himself and is aware that any result sought involves, by its very nature, risks and requires considerable effort. The Customer declares that he/she is fully aware that the Services offered are of an informative nature only and do not commit the Service Provider to the achievement of any result by the Customer, except in the case of a commercial and specific guarantee applicable to the service. All services are not medical, psychological, legal or financial services. It does not lead to a state-recognized diploma, and has never been offered as such by the Service Provider. The Customer remains perfectly free to withdraw from the service under the conditions stipulated in the contract. He acts under his sole and exclusive responsibility.

32.3 The Customer alone is "responsible" for the Website, from the moment it goes online. The Service Provider's liability will therefore be fully discharged as soon as the Website is put online. The Customer is the owner of the Website and is free to manage its content and administration. The Customer declares that he accepts the characteristics and limits of the Internet and acknowledges in particular the following points: data circulating on the Internet is not protected, in particular against possible misappropriation.

32.4 The Customer is solely responsible for the content of its Website, all information communicated, its use and updating, as well as all files, in particular address files. Consequently, the Service Provider may not be held responsible for the content of information transmitted, distributed or collected, its use and updating, or for any files, particularly address files, for any reason whatsoever. Before transmitting a graphic or textual element to the Service Provider for the proper performance of the contract, the Customer must ensure that he has all rights of reproduction and use of this element. The Customer is solely liable in this respect.

32.5 The Customer is civilly and criminally liable for the morality, compliance with laws and regulations, in particular concerning the protection of minors and respect for the human person, as well as for his personal data and the rights of third parties, in particular intellectual property rights, and for all data communicated. The Customer undertakes to respect the universal principles of Internet use.

32.6 The Customer undertakes not to offer pages, texts, images, sounds, videos or other animations that do not comply with French legislation. The Customer undertakes not to use any hypertext link pointing to Sites or pages which contravene French or international law or which may damage the image of the Service Provider.

32.7 The Customer must not, in any way whatsoever, for example by means of advertising banners, infringe the law, public order, morality and/or the rights of third parties (trademark rights, copyright, protection of minors, protection of databases, etc.). In particular, the Customer undertakes not to offer any pornographic content, nor to offer or allow to be offered any commercial services of a pornographic and/or erotic nature, or which are manifestly illicit or prejudicial to public order (violence, incitement to racial hatred, supply of products or services strictly prohibited in the territory, etc.).

32.8 The Service Provider declines all legal and moral responsibility if the Customer has misled the Service Provider as to the future content of the Site contrary to morality or with illegal content, whether during or after the assignment. If a Customer orders such a service without the knowledge of the Service Provider, the Service Provider reserves the right to disclose any information to the police and the courts.

32.9 The Customer shall be liable for the immediate payment of a contractual penalty of 3,800 (three thousand eight hundred) euros for each violation observed, such payment not being exclusive of a legal claim for damages. It is hereby specified that the Customer shall pay the penalty as many times as the number of violations observed. The Customer shall immediately remove any reference to the Service Provider on its Internet Site.

33.1 The Service Provider shall not be held liable for any technical or software failure or any cause beyond its control.

33.2 Under no circumstances shall the Service Provider be held liable for indirect damages such as loss of data or files, operating loss, commercial loss, loss of earnings, damage to image or reputation.

33.3 The Service Provider shall not be held liable for any disputes arising between the Customer and its own customers or third parties to the Contract.

33.4 The use and exploitation of the information provided under the Service is at the sole responsibility and risk of the Customer. The Customer is solely responsible for the interpretation he makes of the information provided under the Service and the advice he deduces therefrom, and for any adaptations made for his own commercial activity.

33.5 The Service Provider may not be considered as having any mandate or offering any guarantee and may not be held liable in any way whatsoever as a result of the content or use of an Internet site or third parties and/or the ordering and use of third-party products and services by the Customer, including in the context of the Service.

33.6 The Service Provider shall in no event be held liable for problems relating to hosting, referencing, data transmission reliability, access time or the speed of loading the Website. The Service Provider cannot be held responsible for the loss of data on hosting servers. However, the Service Provider undertakes to do its utmost to secure the Customer's data within the limits of its scope of action. The Service Provider will perform its services in accordance with the rules of the trade. It is expressly specified that the Service Provider is not bound by an obligation of result, but by a commitment of means.

33.7 Within the framework of a management service, the Service Provider reserves the right to temporarily interrupt access to the Website without entitlement to compensation. However, the Service Provider undertakes to use its best endeavors to minimize such interruptions. The Service Provider is not liable for any loss of revenue due to interruption or failure of service.ce.

33.8 The Service Provider declines all responsibility in the event of the use of a premium or free theme which is no longer developed and which has become incompatible with the latest version of WordPress or other. In such cases, the theme may no longer be managed by the Service Provider, without entitlement to compensation. In any event, the Service Provider may offer the Customer a new Commercial Proposal for the installation of another theme.

33.9 The Service Provider's projects use software developed by third parties such as WordPress, plug-ins, free or premium themes. Under no circumstances can the Service Provider be held responsible for any anomalies, bugs or malfunctions in these tools, which remain the responsibility of their authors, nor for any associated services (social networks, etc.). Updating of WordPress or other tools and modules is the Customer's responsibility, unless the Customer has subscribed to a site management contract.

33.10 The Service Provider is responsible for the initial costs associated with the theme and premium plug-ins under paid license. Renewal of these licenses is normally included as part of an annual management contract, except in the event of subsequent changes to the theme or plug-in supplier's terms and conditions of sale which result in an excessive increase in the annual subscription fee. In such circumstances, the Service Provider will not renew the license concerned and cannot be held liable.

33.11 The Customer, notified by the Service Provider of changes to the Supplier's Sales, shall be solely responsible for renewing the license(s) at its/their own expense. In any event, the Service Provider may offer the Customer a new Sales Proposal for the installation of another theme or plug-in.

33.12 The Service Provider shall not be held liable for the Customer's total or partial failure to comply with an obligation and/or for the failure of operators of transport networks to the Internet world, and in particular its access provider(s). In this respect, the Service Provider informs the Customer that its services are independent of other technical operators and that it cannot be held liable for their failure.

33.13 In no event shall the Service Provider be liable for indirect damages, such as financial or commercial loss, loss of orders, loss of data, loss of profits, damage to brand image, loss of profits or loss of Customers (for example, untimely disclosure of confidential information concerning them as a result of system failure or hacking).

33.14 The Service Provider shall not be held liable for any operating losses resulting from the temporary or permanent, partial or total unavailability of an e-commerce store.

33.15 The Service Provider may not be held liable in the event of failure by the Customer to comply with legal and regulatory authorizations, in particular with regard to data processing.

The drafting of "Legal Notices", "Privacy Policy", "Conditions of Use", "General Terms and Conditions of Sale" (...), in the same way as any content, does not fall within the scope of the contract. In no event shall the Service Provider be liable for any failure by the Customer to post contractual content online.

33.16 Miscellaneous: The Service Provider may not be held liable in the following cases:

– As a result of a failure or deficiency in a service for which neither the Service Provider nor any of its subcontractors are responsible;

– For facts and/or data which do not fall within the scope of the services, and/or which are not an extension thereof;

– In the event of use of the results of the services, for a purpose or in a context different from that in which it was provided, of erroneous implementation of the recommendations or failure to take account of the Service Provider's reservations.

– Misuse or negligence on the part of the Customer (e.g.: careless securing, transmission of identifiers to third parties, etc.);

– Problems independent of the Customer and the Service Provider (e.g. defective plug-in, defective editor, defective CMS, etc.);

– Intervention by another Service Provider (e.g.: a third party modifying the code at the same time as the Service Provider).

33.17 The Service Provider is not liable to its insurers for indirect damages, loss of profits, loss of opportunity or expected profits, or for the financial consequences of any actions brought by third parties against the Customer.

33.18 WHATEVER THE TYPE OF SERVICE, THE LIABILITY OF THE SERVICE PROVIDER IS EXPRESSLY LIMITED TO COMPENSATION FOR DIRECT DAMAGE PROVEN BY THE CUSTOMER, AND THE SUM OF THE AMOUNT OF DAMAGES, PENALTIES AND INDEMNITIES OF ALL KINDS IS CAPPED AT THE AMOUNT OF THE PRICE PAID BY THE CUSTOMER FOR THE SERVICE ORDERED, WHICH WOULD BE THE CAUSE OF THE DAMAGE CLAIMED BY THE CUSTOMER.

 Each of the parties undertakes to keep confidential, for the duration of the contract and after its expiry, all information, documents, know-how, databases, passwords and confidential codes originating from the other party of which it may have become aware during the performance of the contract, and shall not divulge them to any third party whatsoever, nor use them outside the requirements of the contract.

35.1 The Service Provider reserves the right to assign all or part of the performance of the services to Service Providers meeting the same qualification requirements. The subcontractor will then act under the sole responsibility of the Service Provider and will undertake to keep confidential all information of which it becomes aware during the performance of the services.

35.2 The Service Provider's Services are divided into three key stages:

– Definition of strategy and drafting of specifications (depending on the project) with joint validation of mutual commitments to implement the specifications;

– Production of digital media;

– Implementation of specifications and/or deployment of various strategies.

35.3 Any request from the Customer which does not fall within the scope of the Services expressly referred to in the Sales Proposal and/or the specifications duly validated between the Parties will be the subject of a Sales Proposal from the Service Provider under the same conditions as the initial Order.

35.4 In the event of cancellation of an Order, the deposit attached thereto shall be forfeited to the Service Provider, without prejudice to any additional compensation that the Agency may claim before the courts as a result of this Order. The Service Provider reserves the right to provide, free of charge, certain services in addition to those contractually agreed, without this commercial gesture entailing any obligation on the part of the Service Provider. In this case, the Customer will be specifically informed of the specific nature of such Services.

35.5 The Service Provider is authorized, without any instructions to the contrary from the Customer, to subcontract all or part of the work ordered by the Customer.

35.6 Order prices are expressed in euros, exclusive of VAT.

36.1 In the event that one or more clauses should be declared null and void by a court decision or should prove impossible to implement, the validity of the remaining provisions shall not be affected and the parties undertake to negotiate a replacement provision in good faith.

The titles and subtitles of the articles are included for convenience only. By express agreement between the parties, these headings and sub-headings shall in no way be used to interpret any provision whatsoever of the Contract.

36.2 Unless otherwise specified, the failure of a party to enforce any provision of the Agreement or to condone its breach, whether temporarily or permanently, shall in no event be construed as a waiver by such party of any of its rights hereunder.

36.3 The fact that a party tolerates non-performance or imperfect performance of the Contract or, more generally, tolerates any act, abstention or omission of the other party which does not comply with the provisions of the Contract shall not confer any right whatsoever on the party benefiting from such tolerance.

36.4 The parties elect domicile at the addresses shown in the Quotation, to which notifications shall be addressed, except in the event of a change of address, which shall be notified to the other parties as soon as possible. In the event of a change of address, any notification made to the addresses mentioned in the Quotation which have been notified shall be deemed valid, unless it is proved that the party making the notification was aware of the actual address of the party to whom it is addressing its notification.

36.5 The parties acknowledge that they are acting as independent Co-contractors. The Contract shall not have the effect of creating a company or association of any kind between them.

 These General Terms and Conditions of Sale are governed by French law. They are written in French. Should they be translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute. The parties undertake to seek an amicable solution to any dispute arising from the performance of the services. Should they fail to do so, the parties will submit the dispute to the Commercial Court of Saint-Denis (Reunion Island [974], DOM-TOM).

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