General terms and conditions of sale of the company AntheDesign

Article 1: General terms and conditions of sale

The present General Terms and Conditions of Sale (GTCS) constitute the agreement governing, for its duration, the relationship between AntheDesign, a limited liability company with variable capital registered with the Compiègne Trade and Companies Register under number 752 217 356, whose registered office is located at 12 rue du 8 mai 1945, 60350 ATTICHY and which can be contacted on 09 72 21 25 07.

hereinafter referred to as the AntheDesign agency, and its customers in connection with the sale of services. In the absence of a contract between the service provider and the customer, the services provided are subject to the general terms and conditions of sale described below.

All orders placed and all contracts concluded with the AntheDesign agency imply the customer’s full and unreserved acceptance of these terms and conditions of sale. The fact that the service provider does not implement one or other clause established in his favor in the present conditions, cannot be interpreted as a renunciation on his part to take advantage of it.

Article 2: Nature of services

• Installing SSL certificates
• Website creation and redesign
• Logo design and redesign

Article 3: Quotations and orders

The AntheDesign agency intervenes at the express request of the customer by e-mail, telephone or via the www.anthedesign.fr website . A quotation, assignment letter or contractual description is drawn up for all services. The estimate sent by the service provider to the customer specifies :

• The nature of the service,
• The price of the service excluding taxes,
• The amount of any discounts and rebates,
• Payment terms and conditions,
• A schedule detailing the actions and obligations of the customer and the service provider, as well as the deadlines for completion,
• A reminder of the customer’s full acceptance of the terms and conditions of sale.

To confirm the order, the customer must return this letter of engagement by e-mail to contact[@]anthedesign.fr or validate it on www.anthedesign.fr or without any modification:

• Or by post, duly signed and dated with the words “Bon pour accord” by the person legally responsible and the company stamp,
• Either by e-mail or on contact[@]anthedesign.fr with the expression of the customer’s consent.

The order will only be validated once the letter of engagement has been returned to us as a contract, accepted and signed, accompanied by payment of any deposit requested. In the absence of receipt of the customer’s agreement and the deposit, or from the date of expiry of the quotation, the quotation proposal is considered cancelled and AntheDesign reserves the right not to commence work. Validation of the order implies the customer’s full and unreserved acceptance of these terms and conditions of sale. Validation of the order or payment of a deposit constitutes a firm commitment by both parties. Consequently, the customer is obliged to complete the service and the AntheDesign agency is obliged to provide the deliverable for the service ordered.

Article 4: Prices

The prices of services are those detailed in the quotations or contracts accepted by the customer. They are expressed in euros and are subject to VAT. Prices may be calculated on a flat-rate basis, by the hour on the basis of €100 excluding VAT, by recruitment or by the day. It is agreed between the parties that payment by the customer of the full amount of the service provider’s fees constitutes final acceptance of the services provided. Under no circumstances may the price of the service be renegotiated after the service has been provided. Prices may be revised annually on January 1st by AntheDesign.

Article 5: Terms of payment

Deposit and balance invoices are payable on receipt. Payment may be made by cheque, bank transfer or credit card. No discount will be granted for early payment.

The period agreed between the parties for payment of sums due may not exceed forty-five days end of month or sixty days from the date of issue of the invoice.

Article 6: Late payment

Any delay or default in payment will automatically result in :

• Immediate payment of all outstanding amounts.
• The calculation and payment of a late payment penalty in the form of interest at a rate equivalent to three (3) times the legal interest rate in force on the day the services are invoiced.
• This penalty is calculated on the amount outstanding, exclusive of tax, and runs from the day following the payment date shown on the invoice, until payment in full, without the need for any reminder or formal notice. The applicable rate is calculated on a prorata temporis basis.
• The right for AntheDesign to suspend the execution of the service in progress and to postpone any new order or delivery.
• Collection costs will be borne by the customer.

Article 7: Duration and termination

The duration of services is defined in the quotation or letter of engagement. Either party may terminate the contract immediately in the event of cessation of business by one of the parties, suspension of payments, receivership, liquidation or any other situation having the same effects, after sending a formal notice to the receiver (or liquidator) which has remained unanswered for more than one month, in accordance with the legal provisions in force.

On expiry or termination of the contract :

• The service contract will automatically terminate on the corresponding date,
• The AntheDesign agency is released from its obligations relating to the object of the present contract on the date of termination or expiry of the contract,
• The AntheDesign agency undertakes to return to the customer, at the latest within thirty (30) working days following the termination or expiry of the contract, all documents or information provided by the customer.

In the event of termination of the agreement by the customer, the sums corresponding to services rendered up to the effective date of termination and not yet paid shall be payable by the customer.

Article 8: Force majeure

Neither party may be considered to be in default in the performance of its obligations and incur liability if this obligation is affected, temporarily or permanently, by an event or cause beyond its control. In this respect, force majeure refers to any external, unforeseeable and irresistible event within the meaning of article 1148 of the French Civil Code, beyond the control of the Customer, such as, but not limited to: natural disasters, government restrictions, social unrest and riots, war, malicious acts, damage to the Customer’s premises, EDF service interruptions lasting more than two 2 days, hardware failure, long-term absence (accident or illness).

Within a maximum of five 5 working days of the occurrence of such an event, the party in default for reasons of force majeure undertakes to notify the other party by registered letter with acknowledgement of receipt and to provide proof thereof. The defaulting party will make every effort to eliminate the causes of the delay and will resume performance of its obligations as soon as the event invoked has disappeared.

However, if the cause of force majeure persists beyond a period of fifteen (15) working days from the date of receipt of notification of the case of force majeure, either party shall have the right to terminate the agreement, without awarding damages. Such termination shall take effect on the date of receipt by the other party of the letter of termination sent by registered mail with acknowledgement of receipt. If the agreement is terminated by the customer for reasons of force majeure, the customer must pay the service provider all amounts due up to the date of termination.

Article 9: Obligations and confidentiality

The AntheDesign agency is committed to :

• Respect the strictest confidentiality regarding information provided by the customer, and designated as such,
• Not to divulge any information about the services provided for its customers,
• Return all documents provided by the customer at the end of the assignment,
• Sign a confidentiality agreement if the customer so wishes.

The clauses of the contract signed between the parties are deemed confidential, and as such may not be communicated to unauthorized third parties.

The customer agrees to :

• Respect the dates and times of the appointments fixed for the good progress of the subscribed device: any action not honored but not cancelled in the forty-eight (48) hours preceding the date of its realization remains due to the AntheDesign agency. Subsequent performance of the action will entail additional payment.
• Make every effort to reschedule actions cancelled with the aforementioned forty-eight (48) hours’ notice within a timeframe consistent with the smooth running of the system.

Article 10: Responsibilities

Considering the nature of the services provided, the obligation of AntheDesign agency is an obligation of means. The AntheDesign agency undertakes to carry out the services in accordance with the rules of the art and in the best manner, under the terms and conditions of the agreement, as well as in compliance with the applicable legal and regulatory provisions.

The customer undertakes to provide AntheDesign with all the information and documents required to carry out the service and to understand the problems posed, within the agreed deadlines.

AntheDesign cannot be held responsible for :

• An error caused by a lack of information or incorrect information supplied by the customer,
• Delays caused by the customer which make it impossible to meet agreed or legally prescribed deadlines.

The liability of the AntheDesign agency, if proven, will be limited to half of the total sum excluding taxes actually paid by the customer for the service provided by the provider at the date of the complaint by registered letter with acknowledgement of receipt.

Each party is liable to the other for any breach of its obligations.

Article 11: Ownership of work carried out

The totality of the production and related rights, which are the object of the order, remain the full and exclusive property of the AntheDesign agency as long as the invoices issued by it have not been paid in full by the customer, up to the total amount of the order and any amendments made during the course of the service. As a corollary, the customer company will become the de facto owner of the production and the rights assigned as of the final and balancing payment of all invoices issued by the AntheDesign agency within the framework of the order.

Unless otherwise stated on the quotation or order, production files and sources remain the property of the designer. Only the finished product will be sent to the customer. In the absence of such a mention, and if the customer wishes to have the sources of the documents, an amendment to the present document must be requested.

Article 12: Copyright and commercial notices AntheDesign.fr

Unless explicitly stated otherwise by the customer, AntheDesign reserves the right to include in the design a commercial statement clearly indicating its contribution, such as the phrase ‘Created by AntheDesign’ accompanied, when the medium allows, by a hypertext link pointing to the commercial site of its activity www.anthedesign.fr.

Article 13: Right of publicity

Unless explicitly stated otherwise by the customer in a letter with acknowledgement of receipt, the AntheDesign agency reserves the right to mention its work for the customer on its external communication and advertising documents (website, portfolio, logo, graphic charter, brochure, etc.) and when canvassing for new business.

This right extends more particularly to the constituent elements of the realization, including without restriction the public presentation of the following contents: Textual content, iconographic content. The customer must provide several copies of the finished product, if the medium permits.

Article 14: Disputes

The present general terms and conditions of sale of the SARL à capital variable AntheDesign and the letter of engagement (Contract) signed between the parties are governed by French law.

In the absence of amicable resolution, any dispute persisting between the parties concerning the execution or interpretation of the general terms and conditions of sale and the contract will be subject to the jurisdiction of the Commercial Court of Compiègne in the Oise region.