COMMERCIAL TERMS
These Terms and Conditions, referred to below as the T&Cs, govern the contractual relationship between PARADEYES, referred to below as the Service Provider, and any legal entity acting for professional purposes, referred to below as the Client, for:
Any order entails unreserved acceptance of these T&Cs, which prevail over any other document issued by the Client, in particular the Client's general purchasing terms, unless expressly agreed in writing by the Service Provider.
PARADEYES SASU, share capital 1,000 € 40 rue de Meudon, 92100 Boulogne Billancourt, France Nanterre Trade and Companies Register 994 727 154 SIRET 994 727 154 00019 APE code 7021Z Intra Community VAT FR 45 994 727 154 Email: hello@paradeyesagency.com Represented by Mr Basilide Baptiste Gonot, President.
These T&Cs apply exclusively to services agreed between the Service Provider and a professional Client acting within the scope of its commercial, industrial, craft, professional or agricultural activity.
The Service Provider does not contract with consumers within the meaning of the preliminary article of the French Consumer Code. The provisions of the Consumer Code, and in particular the right of withdrawal, therefore do not apply to any service.
Every service is the subject of a detailed quote drawn up by the Service Provider, specifying the nature of the services, the expected deliverables, the indicative schedule, the price and any specific conditions applicable.
Quotes are valid for 30 days from their date of issue, unless expressly stated otherwise.
The contract is formed on the date the Service Provider receives the quote signed by an authorised representative of the Client, together with payment of the deposit stipulated in Article 5. The signature may be handwritten or electronic, by any process compliant with Article 1367 of the French Civil Code.
The prices stated in the quote are expressed in euros and excluding tax. Value added tax at the applicable rate is added to the pre tax price.
Prices reflect the brief communicated by the Client as of the quote date. Any change to the scope, deliverables or schedule gives rise to an amendment and, where appropriate, to a price revision.
External expenses incurred on behalf of the Client, in particular purchases of fonts, licensed images, third party productions, hosting, media buying or business travel, are re invoiced at actual cost upon presentation of supporting documents, unless expressly included as a flat fee in the quote.
Upon signature of the quote, the Client pays a deposit of 30% of the total pre tax price. The balance, being 70% of the total pre tax price, is invoiced upon final delivery of the deliverables, unless a specific payment schedule is agreed in the quote.
Invoices are payable exclusively by bank transfer, at 30 days from the invoice date, unless a shorter period is agreed in the quote. In any event, the payment period may not exceed the caps set by Article L 441 10 of the French Commercial Code, namely 60 days from the date of issue of the invoice or, by express agreement, 45 days end of month.
No early payment discount is granted.
In accordance with Article L 441 10 of the French Commercial Code, any late payment automatically triggers, without prior notice:
In the event of late payment, the Service Provider may suspend the performance of any ongoing service, access to the Client's Dashboard and the delivery of any deliverables not yet handed over, without this suspension being deemed a breach of contract or giving rise to any compensation for the Client. The Service Provider may also require cash payment for any new order.
The timescales stated in quotes are communicated on an indicative basis and do not constitute a firm commitment by the Service Provider, unless expressly stated otherwise as binding timescales.
Compliance with timescales assumes that the Client provides, in due time, all elements, approvals, access and information necessary for the performance of the service. Any delay attributable to the Client or to a third party automatically extends the timescales by at least an equivalent duration, without such extension engaging the Service Provider's liability.
Delays in performance may not give rise to damages or termination of the contract.
The Service Provider performs its assignment under a best efforts obligation, undertaking to apply all the diligence and expertise required for the proper execution of the deliverables.
Unless otherwise stipulated, each creative deliverable is subject to a maximum of two rounds of modifications, based on a consolidated written brief from the Client. Any additional modification request or any substantial change of direction compared to the original brief is subject to a pricing amendment.
Deliverables are deemed accepted by the Client in the absence of written feedback within a period of ten business days from their transmission, or upon any use, distribution or exploitation of the deliverable by the Client.
The Service Provider makes available to the Client, throughout the duration of the contract, a personal and secure access to the Dashboard, allowing the Client to track the progress of the engagement, view the deliverables, access invoices and centralise project exchanges.
Access to the Dashboard is performed via a magic link sent to the Client's professional email address. The Client is solely responsible for the confidentiality of their email address and for access to their mailbox. Any action performed from their workspace is deemed to have been performed by the Client.
The Client undertakes to use the Dashboard in accordance with its intended purpose, not to attempt to alter its operation, not to upload unlawful content and to respect the rights of third parties.
The Service Provider undertakes to use its best efforts to ensure the availability of the Dashboard, without subscribing to a quantified availability commitment. The Service Provider cannot be held liable for interruptions attributable to its technical processors (hosting, CDN, authentication provider), to maintenance operations, or to any external event.
Access to the Dashboard ends upon expiry or termination of the contract. The conditions for recovering and retaining data stored by the Client in their workspace are specified in Article 16.
The IRIS conversational agent, freely accessible from the paradeyesagency.com website, is made available for informational purposes to help qualify a project and orient the Client towards the Service Provider. It does not constitute a firm commercial offer or a contractual commitment.
Exchanges with IRIS are processed by an automated language model provided by a technical processor. The Client is informed that no commercial decision is taken automatically and that any contractual commitment requires the intervention of a human PARADEYES operator.
Subject to full payment of the price, the Service Provider assigns to the Client, on a non exclusive basis, the economic copyright over the final deliverables delivered and accepted, for the uses, durations and territories expressly defined in the quote. In the absence of a contrary provision, the assignment is granted for the legal term of copyright protection, worldwide, for the sole uses described in the brief.
Any exploitation of the deliverables beyond the agreed uses, durations or territories is subject to an amendment and additional compensation.
Creative research, unretained proposals, discarded suggestions, working files, sources and preparatory elements remain the exclusive property of the Service Provider. The Client may not claim any right of use over them.
Where deliverables incorporate third party elements (fonts, licensed images, music, sounds, 3D models, plug ins, open source content), the rights are granted to the Client within the limits of the licences acquired. The Client is solely responsible for complying with these licences in their subsequent uses.
In accordance with Article L 121 1 of the French Intellectual Property Code, the Service Provider retains its moral rights over the works created, in particular the right to have its name, capacity and the integrity of the work respected. Any substantial alteration of a deliverable by the Client is subject to the prior consent of the Service Provider.
Unless expressly opposed in writing by the Client at the signing of the quote, the Service Provider is authorised to mention the Client's name and logo, and to reproduce the deliverables produced, as commercial references in its portfolio, on its website, on its communication materials, in its tender submissions and on its professional social media accounts. This authorisation is granted free of charge and for the duration of copyright protection.
Each party undertakes to treat as strictly confidential, and not to disclose to third parties, all information, documents, data, drafts and know how of which it may become aware in the course of the performance of the contract and which are not in the public domain.
This undertaking applies throughout the duration of the contract and for the five years following its expiry.
Information already known to the receiving party, information that becomes public without any breach on its part, or information whose disclosure is required by law or a court decision are excluded from this undertaking.
The Service Provider may, under its own responsibility, engage any subcontractor, independent contractor or freelance collaborator it deems useful for the proper performance of the service. The Service Provider remains the sole point of contact for the Client and the sole party responsible for the proper performance of the service.
Neither party may be held liable for a failure to perform its obligations resulting from a case of force majeure within the meaning of Article 1218 of the French Civil Code, as well as events typically recognised as such by French case law, in particular epidemics, pandemics, generalised outages of energy or network services, large scale logistical blockages and decisions of public authorities.
The affected party notifies the event to the other party without delay. Obligations are suspended for the duration of the impediment. If the impediment exceeds sixty consecutive days, either party may terminate the contract by operation of law, without compensation, by registered letter with acknowledgement of receipt.
Personal data collected in the context of the contractual relationship (identity and contact details of the Client's contacts, billing data) is processed by the Service Provider as data controller, under the conditions defined in the Privacy Policy published on paradeyesagency.com.
Where the Client entrusts to the Service Provider, in the context of the Dashboard or the performance of a service, personal data for which the Client is the controller (in particular the Client's content, files, internal contacts, prospect or customer databases), the Service Provider acts as a processor within the meaning of Article 28 of the GDPR, under the following conditions.
Purpose and duration: processing covers only the data necessary for the performance of the contract, for its duration.
Client instructions: the Service Provider processes the data solely on documented instructions from the Client, including in relation to transfers outside the European Union, unless required otherwise by law.
Confidentiality: the Service Provider ensures that persons authorised to process the data are subject to a duty of confidentiality.
Security: the Service Provider implements appropriate technical and organisational measures to guarantee the security of the data (encryption of flows, environment separation, logging, backups).
Sub processors: the Service Provider is authorised to use the processors listed in the Privacy Policy. Any substantial change to this list will be notified to the Client, who may object on legitimate and reasonable grounds.
Assistance: the Service Provider assists the Client, insofar as possible, in the performance of its obligations (responses to requests to exercise rights, impact assessments, breach notifications).
Breach notification: the Service Provider notifies the Client of any data breach affecting the entrusted scope, as soon as possible and no later than 72 hours after becoming aware of it.
Fate of the data at the end of the contract: at the end of the contract, the Service Provider returns or deletes, at the Client's choice, all of the Client's data. Unless the Client requests otherwise in writing, project data and files stored in the Dashboard are retained for 12 months after the end of the contract to allow for a potential resumption of the relationship or a late export, then permanently deleted. Invoices and accounting records are retained for 10 years in a separate database, in accordance with Article L 123 22 of the French Commercial Code.
Audit: the Service Provider makes available to the Client, on reasonable request and with sufficient notice, the information necessary to demonstrate compliance with the obligations under this article.
The Service Provider is bound by a best efforts obligation.
Its liability may only be engaged in the event of proven fault and only for direct damages resulting from such fault. All indirect damages are excluded, in particular any loss of business, loss of turnover, loss of customers, loss of data not backed up by the Client, damage to image, loss of profit or commercial loss.
In any event, the Service Provider's overall liability under a contract is capped at the total pre tax amount actually paid by the Client under said contract, all causes and all damages combined.
The Client retains ultimate responsibility for the content, the accuracy of the information it transmits, the respect of third party rights attached to the elements it provides (texts, trademarks, images, data), the regulatory compliance of the content published and the uses it makes of the deliverables after delivery.
In the event of a serious breach by either party of one of its essential obligations, not remedied within a period of fifteen business days from a formal notice sent by registered letter with acknowledgement of receipt that has remained without effect, the other party may terminate the contract by operation of law, without prejudice to any damages.
In the event of cancellation or termination of the contract at the Client's initiative, the deposit paid is retained by the Service Provider as a cancellation fee. Services carried out before termination and not yet invoiced are invoiced pro rata based on time spent and expenses incurred. Access to the Dashboard is suspended and the conditions for retention and recovery of the data apply in accordance with Article 16.
Throughout the duration of the contract and for the twelve months following its expiry, each party undertakes not to canvass, hire or contract, directly or indirectly, with an employee or independent contractor of the other party who has been involved in the performance of the contract, without the prior written consent of the other party.
In the event of a breach, the defaulting party will pay the other a flat rate compensation equivalent to twelve months of the gross remuneration of the employee concerned or the annual invoicing of the contractor concerned.
The fact that the Service Provider does not avail itself at a given time of one of the provisions hereof shall not be interpreted as a waiver to avail itself of it subsequently.
If any of the provisions of these T&Cs is declared void or unenforceable by a final court decision, the other provisions shall retain their full force and effect.
These T&Cs are governed by French law.
Any dispute relating to their formation, interpretation, performance or resolution that could not be resolved amicably shall fall within the exclusive jurisdiction of the Commercial Court of Nanterre, notwithstanding a plurality of defendants, warranty claims or emergency proceedings, including in the event of summary proceedings.
The Client's signature of the quote constitutes express and unreserved acceptance of these Terms and Conditions.