Legal

General terms and conditions of sale

This contract replaces any previous agreement, arrangement or contract, written or unwritten, concluded between the parties and relating to the same subject. Any agreement derogating from or supplementing this contract must be in writing. The headings of the articles of this contract are for convenience only and do not affect in any way the meaning of the provisions to which they refer. No waiver by the Provider of any of the provisions of this Agreement shall constitute a waiver by the Provider.


Article 1: Principles of transfer
The reproduction and republication of the service provider's creations are subject to the collection of copyright in accordance with the law of 11 March 1957 (see attached text). The transfer of these rights only concerns the specifically planned use. Any subsequent or different use requires a new agreement.
Modifications or interpretations of a graphic design may not be made under any circumstances without the consent of the service provider.
The signature may not be removed without the consent of the contractor.
An idea proposed by the client does not in itself constitute a creation.


Article 2: Reproduction and distribution rights
The reproduction and distribution rights are calculated according to the distribution of the creation. They may be transferred in a lump sum or partially. Each different adaptation of the original work is subject to a new transfer of copyright. For each new edition, the amount of the rights must be updated.
The rights are assigned within the temporal and geographical scope of this contract and may not exceed this limit.

In order to allow the client to freely exploit the service provided within the framework of its activity, all of the economic rights relating to the service provider's creation under the project will be entirely and exclusively transferred to the client, for distribution on the media specifically addressed at the time of the order, upon effective payment of the entire fee due.


Article 3: Commitments of the parties
Generally speaking, the client and the service provider undertake to collaborate actively in order to ensure the proper execution of the contract. Each party undertakes to communicate any difficulties of which it is aware, as they arise, to enable the other party to take the necessary measures.

1/ The client
To enable the service provider to carry out its mission, the client undertakes to :

- to draw up detailed specifications which will not be modified, except by agreement of the parties, once they have been approved by the service provider.
In the event that modifications involve a substantial reworking of the initial specifications, these will be invoiced in addition to the initial estimate.
- provide the service provider with a purchase order or written confirmation (dated and signed) in accordance with the terms of the schedule or quotation submitted.
- to provide all the graphic and textual elements necessary for the proper performance of the contract (in particular in the correct formats for the media concerned) and to inform the service provider of any of these elements that are not in the public domain so that the service provider is always in a position to consider acquiring the relevant reproduction rights if necessary. Only the client can be held responsible for this. - to collaborate actively in the success of the project by providing the service provider within the appropriate timeframe with all the information and documents necessary for a good understanding of the needs and the proper execution of the services. - strictly comply with the technical and creative recommendations made by the service provider. - to guarantee the service provider against any action that could be brought against it due to the nature of the data or information (texts, images, sounds) that would have been provided or chosen by the client. - to pay the sums due to the service provider within the specified time limits.
- to inform the service provider of a possible competition with other service providers.

It is customary to give the service provider several copies of the creations produced.

2/ The service provider
- If necessary, the service provider may intervene in the elaboration of the specifications, jointly with the client.
- The service provider guarantees that the creations are legally available and are not encumbered by the rights of third parties, whether or not they are employees of the service provider, for the uses provided for under the contract.
- The service provider undertakes to keep the client regularly and effectively informed of the progress of the contract, in particular by means of validations submitted to the client.
- With regard to confidentiality and throughout the duration of the present contract and even after its termination for any reason whatsoever, the service provider undertakes to keep strictly confidential all information and documents of any kind whatsoever relating to the client, to which it may have had access in the context of the execution of the present contract.


Article 4: Payment
The fees must be paid at the latest on the due date of the month following the invoice and not according to the supplier's commercial regulations.
The service provider shall request a deposit of 30% of the total amount excluding tax at the time of the order and possibly another (30% of the total amount excluding tax) at the time of acceptance of the model, if applicable.

Late payment
Any delay in payment beyond 30 days from the date of issue of the copyright note shall automatically entail late payment penalties equal to 13% of the amount excluding VAT, in application of Law No. 92-1442 of 31 December 1992.

Ancillary costs
Supplies, such as typographical composition, photo prints, films resulting from the flashing of diskettes, colour laser prints, and all elements necessary for the realisation of the work are not included in the amount of the creative fees.
The client may also be invoiced for any travel required for the proper execution of the contract.


Article 5: Advertising rights
As part of the Contractor's moral rights over his creation, the Client authorises the Contractor to mention this creation as an example of the Contractor's achievements on the latter's commercial documents and advertising.
It is agreed that in the event of a specific operation by the Client, and solely within the framework of the proper conduct of its business, the Client may request a period of confidentiality from the Contractor, which may only be applied upon acceptance by the latter.


Article 6: Breach of contract
In the event that the contract is terminated before its term by the client or the service provider, the client formally undertakes to regularise and pay the amounts relating to the current schedule, to the jobs carried out or in the process of being carried out, as well as to the additional services provided. All copyrights remain the exclusive property of the Contractor, with the exception of the data provided by the Client. The files and source data created and used by the service provider cannot be claimed by the client without a financial contribution.
The models and, more generally, all original works remain the property of the author, as do the rejected projects.
These documents must be returned undamaged and at the request of the author.

Incapacity to work
In the event of incapacity to work due to illness or accident, the Contractor reserves the right to terminate this contract and/or to modify the current schedule without the Client being able to demand compensation. It is understood that the Contractor shall notify the Principal of his incapacity on the first working day.

Limitation of liability
The Contractor's liability for the services shall be fully discharged upon delivery of the finished model. If this contract cannot be fulfilled in whole or in part due to causes beyond the control of the contractor, the contractor shall not be held liable. In all cases, the service provider's possible liability may not lead to compensation exceeding the sum paid by the client for the services provided for in this contract. The service provider shall provide its services in accordance with the rules of the art used in the profession, it is expressly agreed that it shall only be bound by a general obligation of means.

Article 7: Applicable law - disputes
This contract is subject to French law. Any dispute relating to the interpretation, performance or validity of this contract shall be subject to the exclusive jurisdiction of the commercial court having jurisdiction over the service provider's registered office.

Extracts from the law n° 57-298 of 11 March 1957 on artistic property (J.O. of 14 March 1957) Authors' rights.
Article 1: The author of a work of the mind shall enjoy, by the sole fact of its creation, an exclusive intangible property right that is enforceable against all. This right shall include intellectual and moral attributes, as well as economic attributes, which shall be determined by this Law. The existence or conclusion of a contract for the hire of work or service by the author of a work of the mind shall not entail any derogation from the enjoyment of the right recognized by the first paragraph.
Article 2: The provisions of this Law shall protect the rights of authors in all works of the mind, whatever their genre, form of expression, merit or other characteristics.
Article 3: The following in particular shall be considered intellectual works within the meaning of this Law: books, pamphlets and other literary, artistic and scientific writings; works of drawing, painting, architecture, sculpture, engraving and lithography; photographic works of an artistic or documentary nature or works of the same nature obtained by a process analogous to photography; works of applied art, illustrations and geographical maps; plans, sketches and plastic works relating to geography, topography, architecture and the sciences.
Article 6: The author shall enjoy the right to respect for his name, his status and his work. This right is attached to his person. It is perpetual, inalienable and imprescriptible. It is transmissible on death to the author's heirs. The exercise of this right may be conferred on a third party by virtue of testamentary provisions.
Article 7: A work shall be deemed to have been created, independently of any public disclosure, by the mere fact of the realization, even if unfinished, of the author's conception.
Article 8: The status of author shall belong, unless proven otherwise, to the person or persons under whose name the work is disclosed.
Article 9: A work in the creation of which several natural persons have taken part shall be called a work of joint authorship. A new work to which a pre-existing work is incorporated without the collaboration of the author of the latter shall be called a composite work. A work created on the initiative of a natural person or legal entity who publishes it, publishes it and discloses it under his direction and in his name, and in which the personal contribution of the various authors participating in its preparation merges into the whole with a view to which it is conceived, without it being possible to attribute to each of them a separate right in the whole produced, shall be called collective.
Article 21: The author shall enjoy, during his lifetime, the exclusive right to exploit his work in any form whatsoever and to derive a pecuniary profit therefrom. On the death of the author, this right shall continue in favor of his successors in title for the current calendar year and the following fifty years. For collaborative works, the calendar year taken into consideration is that of the death of the last living collaborator. The exploitation of the author's economic rights.
Article 26: The right of exploitation belonging to the author includes: the right of representation, the right of reproduction.
Article 27: The representation consists in the direct communication of the work to the public, in particular by way of: public presentation, diffusion of the images by any process.
Article 28: Reproduction shall consist in the material fixation of the work by any process that enables it to be communicated to the public indirectly. It may be carried out in particular by printing, drawing, engraving, photography, molding and any process of the graphic and plastic arts, mechanical, cinematographic, magnetic or electronic recording.
Article 35: The transfer by the author of his rights in his work may be total or partial. It shall include for the benefit of the author a proportional share in the revenue from the sale or exploitation.
Article 38: The assignment clause that tends to confer the right to exploit the work in a form that is not foreseeable or not provided for at the date of the contract shall be express and shall stipulate a correlative participation in the profits of the exploitation.