1/ Our Company

Cycoma SAS, located at 20 rue Vermenouze, 63200 Riom, is a company incorporated under French law, represented by Cyril Tasset, acting as President. The company is registered with the Clermont-Ferrand Trade and Companies Register under number RCS 812 750 131.

2/ Definitions

For the purposes of these General Terms and Conditions of Sale, the term “Service Provider” refers to the Company Cycoma. The term “Client” refers to any natural or legal person who contracts with the Service Provider within the scope of the latter’s activities.

3/ Scope of Application

These general terms and conditions (the “Contract”) are applicable by right to the Client without the Client being able to oppose their own general terms and conditions or any other document, even if received subsequently by the Service Provider, unless otherwise agreed in a prior writing signed by the Service Provider.

The scope and nature of the Services to the Client representing the entirety of their needs are defined in the Service Provider’s offer (“Special Conditions”), which forms an integral part of the Contract and prevails over any provisions contradictory to these general terms and conditions.

The Service Provider performs the Services with all reasonable care recognized by the profession in accordance with the state of the art in effect at the conclusion of the Contract and the Special Conditions.

4/ Formation of the Contract

Any order from the Client to the Service Provider will be preceded by a detailed and costed quote sent to the Client. This quote will be valid for the duration indicated therein, or in the absence of indication, for a period of 30 calendar days from its date of sending or presentation to the Client. After this period, the rates appearing therein are subject to change and a new quote will be established by the Service Provider.

The contract will be deemed validly formed between the parties upon receipt by the Service Provider of the quote duly dated and signed by the Client, bearing their stamp and the mention “Approved for agreement”, as well as the amount of the deposit set in Article 15 hereof.

A contract defining the special conditions may be ratified between the parties to specify the contractual framework as necessary.

Special case of community management: Community management is an ongoing activity. The rate proposed in the quote is a monthly rate with a minimum commitment of 1 year. Unless otherwise indicated in the quote, this service takes the form of a monthly subscription with tacit renewal. No contract may be terminated before its term without the agreement of both parties.

Termination of the Contract

Termination of long-term services concluded for an indefinite period (subscription)

The parties may unilaterally decide to terminate the contract by giving three months’ notice at the end of the initial commitment announced on the order form. In all cases, the party requesting the termination of the contract must fulfill its contractual obligations during the entire notice period. This termination notice must be sent by registered letter with acknowledgment of receipt.

Early termination of the contract – services concluded for a fixed term (flat fee)

If the client terminates the contract before the end of the term agreed upon in the commercial proposal, they will be required to pay Cycoma the price mentioned in the contract until its term, as compensation, except in cases of force majeure. Termination ends the contractual relationship between Cycoma and the client.

Termination of hosting and/or domain name

The client may request the transfer of their domain name to another host after one year of seniority, subject to management fees of €300 excl. tax. In no case can hosting or a domain name be terminated before the first anniversary date.

5/ Pricing Schedule

The prices charged by the Service Provider for each service, regardless of the field (consulting, training, strategy, website, community management, etc.), are subject to a quote. The quote is only valid for the defined service and has a limited duration, namely 30 calendar days.

In the event of acceptance by the Client after more than one month, the proposed prices are no longer guaranteed and a modification of the quote is likely to occur, requiring a new acceptance from the Client.

6/ Additional Costs

Various elements possibly necessary for the performance of the Service Provider’s services and not falling within its offer provided for in the quote are not included in the indicated prices.

These include, for example, the purchase of typefaces, photographs, or illustrations from image banks. These elements may, at the express request of the Client, be the subject of a specific quote from the appropriate Service Provider.

Payment for website hosting fees will be made directly by the Client to the relevant Service Providers, as well as Adwords advertising costs and travel expenses to the client’s workplace.

7/ Scope of the Mission

Any additional service performed at the request of the Client outside of those mentioned in the quote will be the subject of a new quote and consequently additional billing.

8/ Client Obligations

The success of the Services relies on active and good faith collaboration between the Parties.

Thus, to enable the Service Provider to carry out its mission, the Client agrees to:
• Establish a detailed specification document that will no longer undergo modification, except by agreement of the parties, after having been approved by the service provider. In the event that modifications involve a substantial reworking of the initial specifications, these will be billed in addition to the initial quote.
• Return the quote to the Service Provider (dated, signed, and stamped)
• Provide all graphic and textual documentary elements necessary for the proper execution of the contract (notably in the correct usable formats depending on the targeted media).
• Possess the necessary rights to the elements provided above. Only the sponsor’s liability may be engaged in this regard.

Proceed within five (5) days of the Company’s request with all reviews and approvals required by the Service Provider (and any other appropriate action) relating to documentation, projects, reports, plans, drawings, specifications, orders, contracts, or any other matter submitted or proposed by the Company;

Designate a contact person who is authorized to represent the Client and whom the Service Provider can consult at any time on any matter relating to the Contract, and whose instructions, requests, and decisions bind the Client;

• Collaborate actively in the success of the project by providing the Service Provider in a timely manner with all information and documents necessary for the proper understanding of needs and the proper execution of services.

• Strictly comply with the technical and creative recommendations made by the Service Provider.
• Indemnify 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 have been provided or chosen by the Client.
• Pay the sums due to the Service Provider within the deadlines mentioned in the quote and approved.
• Inform the Service Provider of any potential competition with other service providers.

• The Client will keep at the Service Provider’s disposal all information and documents that may contribute to the proper fulfillment of the purpose of this commercial proposal.

• The textual content allowing the realization of the product/service by the Service Provider must be provided by the Client.

Special Cases related to website creation :

Creation of new content and/or addition of new features

The website administration set up allows the site administrator to independently create and post content pages. The addition of a new non-developed feature requires a study and the acceptance of a prior quote for its design and implementation, to the extent of technical feasibility, and for a cost corresponding to the market.

Iterations of Acceptance Reports / Review Grids

Each acceptance phase will result in an Acceptance Report with a review grid to be filled out. This review grid may result in a maximum of 3 iterations before final validation. This is to avoid endless back-and-forth that could jeopardize project milestones. In the event that more than 3 iterations are necessary, a written agreement and a mention in the written report of the steering committees will be made; this will be the subject of a written agreement and a mention in the written report of the steering committees or a formal email so as to record the risk of delay related to the additional iterations.

9/ Contractual Limits of the Service Provider

Like any act of communication, the recommendations and messages created by the Service Provider are intended to promote an activity to a target audience, not to guarantee a subsequent turnover.

Consequently, the Service Provider will be bound by an obligation of means and not of results.

10/ Drafts, Proposals

For the purposes of carrying out website creation type missions, the Service Provider will submit, by any means, a draft or project to the Client to obtain their agreement and/or modification.

In the absence of the Client’s agreement on the project presented within the period mentioned by the Service Provider in writing, the conditions of completion time and price as defined in the contract can no longer be guaranteed by the Service Provider.

The Client will be deemed to have accepted the modifications submitted to them on the accepted project in the absence of opposition, in writing and within 48 hours of their receipt.

Therefore, the Service Provider cannot be held responsible for any delay taken in the absence of a return within the deadlines, by the Client to the Service Provider, of an approval for execution/press proof expressly validated by them.

Finally, the Service Provider can in no case be held responsible for errors contained in a text, and/or visual, created and/or transmitted by the Client or one of its agents to the Service Provider, and intended to be inserted into the work performed by the Service Provider. In the event of author’s corrections in this regard, additional billing to the quote may be carried out.

11/ Deliverables / Delivery

The delivery time is indicated on the quote or at least the estimated number of days for the completion of the deliverable. It corresponds to a period necessary for the performance of the services and takes effect on the date of collection of the order according to the conditions defined previously.
The delivery time may be deferred if the Service Provider is not in possession of all the documents (photos, texts, videos, etc.) provided by the Client for the realization of their project, if the Client does not proceed with the validations necessary for its continuation, or for any external problem independent of the Service Provider.

The Client must systematically validate the submitted mockups in writing before production/execution.

12/ Validation of Deliverables

The Client must systematically validate all deliverables, including the various steps necessary for the deliverables. The Client must provide the Service Provider with the list of persons having the power to validate said deliverables and, if necessary, in an escalation process, the name(s) of the managers to be contacted for validation of the deliverables so that the project cannot suffer delays due to non-validation by the Client within the allotted time. The Service Provider cannot be held responsible for any lack of validation in time.

Validations will be the subject of a formal writing by email and/or the application of an Approval for Agreement (+ date + legible signature + name of the signatory) on any deliverable (document, drawing, model, writing) provided by the Service Provider to the Client.

13/ Validity of the Offer

Quotes are valid for 30 calendar days from the date of receipt by the client.

In the event of acceptance by the Client after more than one month, the proposed prices are no longer guaranteed and a modification of the quote is likely to occur, requiring a new acceptance from the Client.

14/ Commencement of Services

Work will begin when all documents (signed quote and Terms and Conditions + payment of the deposit provided for in § 15.1) and graphic and textual documentary elements necessary for the start of the service are available to the Service Provider.

15/ Payment Terms

15.1 Training services (inter or intra-company, and individual)

Deposit: 50% upon signing the quote

Balance: on the day of the training

15.2 Consulting services

Deposit: 50% upon signing the quote.

Balance: on the day of the service

15.3 Website and/or Blog Creations

Deposit: 50% upon signing the quote.

Balance: 50% of the total amount will be billed by the Service Provider to the Client after delivery of the site (after acceptance). Balance to be paid upon receipt of invoice.

15.4 Community Management

As community management is an ongoing service, payment will be made via monthly billing as specified in the quote provided by the Service Provider to the Client.

16/ Payment Conditions

Direct Debit or Bank Transfer.

16.1 Payment Deadlines

See paragraphs 15.1 to 15.4 of the articles above

16.2 Collection of Sums

The Service Provider will collect the amount of the deposit prior to any start of service provided for in the quote/order form.

17/ Late or Non-Payment of Sums Due

Any due sum not paid on the scheduled date will produce, for the benefit of the Service Provider, by right and without prior notice, late interest equal to 5 times the legal interest rate.

The payment of late interest for failure to pay on the due date does not exclude the possibility for the Service Provider to claim damages in the event of prejudice related to the Client’s failure to pay.

18/ Intellectual Property Rights

All original works (website creations, design, articles, drawings, models, graphics, concepts, photographs, etc.), which may be created, designed, and developed by the Service Provider, or its subcontractors, for the performance of its mission as defined in the contract will remain its full and entire property, or that of its subcontractors. This applies even if these works are not selected and integrated into the final project. These original works are protected under intellectual property rights as defined by the legislation in force. Therefore, and in the absence of an agreement expressly given in writing, or a transfer of its rights recorded by a specific contract by the Service Provider, the Client may in no case, directly or indirectly, in any way whatsoever, manufacture, use, reproduce, exploit, or market these original works created by the Service Provider under this contract or products resulting from and/or derived from these original works, and this, without limitation of duration.

A transfer of rights contract may be concluded between the parties if necessary to allow the use and exploitation of all or part of the drawings, models, or creations, including websites, that the Service Provider has created for the Client.

19/ Non-Solicitation of Partners and Service Provider’s Property Rights

The Client refrains from soliciting directly or indirectly the employees, subcontractors, and partners that the Service Provider will be led to propose or present to them to carry out a mission similar to that entrusted to the Service Provider, for a period of three years from the presentation of the quote, whether the mission is entrusted and/or carried out or not by the Service Provider. In the event of poaching an employee, the client will pay compensation of two years’ gross salary of said employee to the service provider. Similarly, the Client refrains from carrying out, directly or indirectly, a project similar to that requested from the service provider by taking up all or part of the ideas and concepts presented by the latter in the quote and/or the resulting contractual documents, within a period of three years from the presentation of the quote or the realization of the event.

20/ Subcontracting by the Service Provider

The Service Provider reserves the right to subcontract all or part of the achievements to a third party without notice or compensation opposable by the Client.

21/ Warranty (case of website creation)

The Service Provider offers a 6-month warranty (after-sales service) on sites developed by them. Sites created by the Service Provider are guaranteed against any bug for the duration and under the conditions mentioned below:

The warranty covers the creation of code in different programming languages.

The duration of the warranty is 6 months.

The warranty takes effect on the day of the signing of the acceptance report.

The warranty applies only to the original site delivered by the Service Provider. Only pages entirely developed by the Service Provider are qualified as original. Any modifications made by a third party, or the Client, to any of the files result in the total cancellation of this warranty.

The warranty also applies to updates of a site created by the Service Provider and carried out by them.

Code developed by the Service Provider, delivered to the client for them to integrate themselves into a site, is also under warranty. However, the Service Provider is in no way responsible for the entire page in which said code has been included.

A bug is defined as any problem occurring within a page and resulting in the non-display or incomplete display of the page, any malfunction of pages interacting with the database, or any incorrect definition of database objects.

A bug is not defined as any problem due to server malfunction, database malfunction, connection problems, telephone line malfunction, or network overload.

The warranty covers bug research, bug repair, and the integration of modifications into the rest of the site free of charge.

The warranty does not cover bugs due to an installation or integration of the site carried out by the Client or third parties.

The warranty does not cover bugs due to a movement of pages within the site carried out by the Client or third parties.

To benefit from repairs under warranty, the client must open and fill out a ticket on the service provider’s ticketing platform. In the event of an urgent anomaly, the client will confirm the status by a call to the service provider’s project manager’s mobile phone.

Code created by the Service Provider is fully guaranteed. However, all problems independent of the Service Provider, such as, in particular, the failure of a host, do not fall within the Service Provider’s warranty conditions.

22/ Confidentiality

Information concerning the Client or relating to their activity of which the Service Provider becomes aware during its mission will be strictly confidential and may not be disclosed and/or communicated to third parties without the prior written authorization of the Client, unless this disclosure or communication is required of the service provider in application of Articles 434-1 and 434-3 of the Penal Code.

The Client refrains from communicating to any person outside their company the written or oral information, technical interventions, documents, models, or know-how of the Service Provider without the latter’s prior agreement.

The Client agrees to warn its personnel of the confidential nature of the information communicated by the Service Provider within the framework of consulting and/or strategy missions (recommendations, advice).

23/ Publicity

The Client accepts that the Service Provider may use and leverage, as “client references”, the work it has carried out for the Client within the framework of its mission in the documents and tools for presenting its activity such as its commercial documents, brochures, website, as well as during professional events and trade fairs in which it participates. If the client does not wish for advertising communication, they must inform the service provider by registered letter with acknowledgment of receipt within 30 days following acceptance of the quote.

24/ Insurance

The Service Provider has taken out professional insurance with Lloyd’s of London for the purpose of covering its own activities and extending to the missions entrusted to it and the subject of the contract between the parties. The Client agrees to take out their own insurance, with waiver of recourse, by themselves, their insurers, or agents against the Service Provider, intended to cover all damages, whatever their nature or origin, to property and persons that could occur during the implementation and realization of the project whose organization is entrusted to the Service Provider.

25/ Force Majeure

The liability of the parties cannot be engaged if the non-compliance with the contract results from a case of force majeure. In this case, the execution of the contract will be suspended for a duration equal to that of the force majeure. If the case of force majeure lasts more than two months, each of the parties may terminate the contract without being held to any damages, subject to notifying the co-contractor by registered letter with acknowledgment of receipt.

26/ Contract Termination Clause

In the event that the Client fails to comply with one of its obligations arising from this contract, and 8 days after a summons sent by registered letter with acknowledgment of receipt, recalling this clause and remaining unsuccessful, this contract will be terminated by right, without the need to form a legal request.

In the event of early termination due to the Client’s fault, all sums paid by the latter will remain definitively acquired by the Service Provider, and all services performed by the latter will be billed to the Client, even if the purpose of the contract is not fully realized.

27/ Discounts – Rebates – Refunds

No Discounts, Rebates, or Refunds are granted within the framework of the contractual relationship between the Service Provider and the Client. However, and by way of exception, a discount could be defined in the quote presented based on the importance or regularity of the missions entrusted to the Service Provider.

28/ Conditions for Waiver of These Terms

The waiver by the Service Provider of the application of one or more clauses hereof can in no case be tacit and must result from an express and written decision on its part. Such a waiver could only be limited to a given contract and could not concern one or more clauses not expressly targeted, or the same clause(s) but within the framework of the execution of another contract between the parties.

29/ Applicable Law and Jurisdiction

These general terms and conditions are governed, interpreted, and applied in accordance with French law. Any dispute relating to or arising from these terms or the execution of the contract concluded between the parties is submitted to the competent courts within the jurisdiction of the Service Provider’s head office (Clermont-Ferrand Court).

30/ Place of the Mission

The Service Provider will perform its service from its registered office, except as agreed by mutual consent between the Service Provider and the Client.

31/ Absences and Leaves

The Service Provider will notify the Client in writing of any absence or leave of the Service Provider or its subcontractors that could impact the performance of the service ordered by the Client.

32/ Incapacity for Work

In the event of incapacity for work, due to illness or accident, of the Service Provider or one of its subcontractors, the Service Provider reserves the right to modify the current schedule without the Client being able to demand the payment of compensation. It is accepted that the Service Provider must notify the Client from the first working day of its incapacity.

EXCERPTS FROM LAW NO. 57-298 OF MARCH 11, 1957, ON ARTISTIC PROPERTY (OFFICIAL JOURNAL OF MARCH 14, 1957) ON AUTHORS’ RIGHTS.

Article 1: The author of a work of the mind enjoys, by the mere fact of its creation, an exclusive incorporeal property right enforceable against all. This right includes attributes of an intellectual and moral nature, as well as attributes of a patrimonial nature, which are determined by this law. The existence or conclusion of a contract for hire of work or service by the author of a work of the mind does not entail any derogation from the enjoyment of the right recognized by the first paragraph.

Article 2: The provisions of this law protect the rights of authors on all works of the mind, regardless of the genre, form of expression, merit, or destination.

Article 3: The following are considered in particular as works of the mind within the meaning of this law: books, brochures, and other literary, artistic, and scientific writings; works of drawing, painting, architecture, sculpture, engraving, lithography, photographic works of an artistic or documentary character or those of the same character obtained by a process analogous to photography; works of applied arts, illustrations, geographical maps; plans, sketches, and plastic works relating to geography, topography, architecture, and sciences.

Article 6: The author enjoys the right to respect for their name, their status, and their work. This right is attached to their person. It is perpetual, inalienable, and imprescriptible. It is transmissible upon death to the author’s heirs. The exercise may be conferred on a third party by virtue of testamentary provisions.

Article 7: The work is deemed created, independently of any public disclosure, by the mere fact of the realization, even unfinished, of the author’s conception.

Article 8: The status of author belongs, unless proven otherwise, to the person or persons under whose name the work is disclosed.

Article 9: A work of collaboration is a work in the creation of which several natural persons have participated. A composite work is a new work into which a pre-existing work is incorporated without the collaboration of the author of the latter. A collective work is a work created on the initiative of a natural or legal person who edits, publishes, and discloses it under their direction and name and in which the personal contribution of the various authors participating in its elaboration merges into the whole for which it is designed, without it being possible to attribute to each of them a distinct right on the whole realized.

Article 21: The author enjoys, during their lifetime, the exclusive right to exploit their work in any form whatsoever and to derive a pecuniary profit from it. Upon the death of the author, this right persists for the benefit of their successors during the current calendar year and the fifty years that follow. For works of collaboration, the calendar year taken into consideration is that of the death of the last surviving collaborator. On the exploitation of the author’s patrimonial rights.

Article 26: The right of exploitation belonging to the author includes: the right of representation, the right of reproduction.

Article 27: Representation consists of the direct communication of the work to the public, in particular by way of: public presentation, dissemination of images by any process whatsoever.

Article 28: Reproduction consists of the material fixation of the work by all processes that allow it to be communicated to the public in an indirect manner. It can be carried out in particular by printing, drawing, engraving, photography, molding, and any process of graphic and plastic arts, mechanical, cinematographic, magnetic, or electronic recording.

Article 35: The transfer by the author of their rights on their work may be total or partial. It must include, for the benefit of the author, proportional participation in the proceeds from the sale or exploitation.

Article 38: The transfer clause which tends to confer the right to exploit the work in a form not foreseeable or not provided for at the date of the contract must be express and stipulate a correlative participation in the profits from the exploitation.

Version 5 of 08/01/2020