1/ Our company

SAS Cycoma, domiciled at 20 rue Vermenouze, 63200 Riom, is a company incorporated under French law, represented by Cyril Tasset, in his capacity as Chairman. The company is registered with the Registre du Commerce de Clermont-Ferrand 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 “Customer” refers to any natural or legal person who contracts with the Service Provider in the context of the latter’s activities.

3/ Conditions of application

These general terms and conditions (the “Contract”) are automatically applicable to the Customer without the Customer being able to invoke its own general terms and conditions or any other document, even if received subsequently by the Service Provider, unless otherwise agreed in a prior written document signed by the Service Provider.

The scope and nature of the Services to the Customer representing all of the Customer’s needs are defined in the Service Provider’s offer (“Special Conditions”), which form an integral part of the Agreement and prevail over any provisions contradictory to these terms and conditions.

The Service Provider shall carry out the Services with all reasonable care recognised by the profession in accordance with the rules of the trade in force at the time the Agreement is entered into and with the Special Conditions.

4/ Contract Formation

Any order from the Client to the Service Provider will first be subject to a detailed and priced quote sent to the Client. This quote will be valid for the duration indicated therein, or, in the absence of such indication, for a period of 30 calendar days from its date of sending or presentation to the Client. Beyond this period, the rates indicated 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, stamped with its seal and the mention “Approved”, as well as the amount of the deposit set out in article 15 herein.

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

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

Contract Termination

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

The parties may unilaterally decide to terminate the contract by respecting a notice period of three months 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 of the contract must be sent by registered letter with acknowledgment of receipt.

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

If the client terminates the contract before the end of the term agreed 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. The termination ends the contractual relationships 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 a management fee of €300 excluding tax. In no case can a hosting or domain name be terminated before the first anniversary date.

5/ Pricing Grid

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.

If the Client accepts the quote more than one month later, the proposed prices are no longer guaranteed, and a modification of the quote may occur, requiring a new acceptance from the Client.

6/ Additional Costs

Various elements that may be necessary for the provision of the Service Provider’s services and not included in its offer specified in the quote are not included in the indicated prices.

This includes, for example, the purchase of typographic fonts, photographs, or illustrations from image banks. These elements may, at the Client’s express request, be subject to a specific quote from the appropriate Service Provider.

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

7/ Scope of the Mission

Any additional service performed at the Client’s request outside those mentioned in the quote will be subject to a new quote and consequently an additional invoice.

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 undertakes to:

• Establish a detailed specification that will not undergo further modification, except by agreement of the parties, after being approved by the service provider. If modifications imply a substantial overhaul of the initial specification, these will be invoiced in addition to the initial quote.
• Provide the Service Provider with the quote (dated, signed, and stamped)
• Provide all the documentary, graphic, and textual elements necessary for the proper execution of the contract (especially in the correct formats usable depending on the targeted media).
• Have the necessary rights on the provided elements above. Only the client’s responsibility can be engaged in this regard.

Proceed within five (5) days of the Company’s request to 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 on any other issue 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 issue related to the Contract, and whose instructions, requests, and decisions bind the Client;

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

• Strictly adhere to the technical and creative recommendations made by the Service Provider.

• Guarantee the Service Provider against any action that could be taken against it due to the nature of the data or information (texts, images, sounds) that would have been provided or chosen by the Client.

• Pay within the deadlines mentioned in the quote and approved the sums due to the Service Provider.

• Inform the Service Provider of any potential competition with other service providers.

• The Client will make available to the Service Provider all information and documents that could contribute to the successful realization of the object of this commercial proposal.

• The textual content enabling 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 put online content pages. Adding a new feature not developed requires a study and the acceptance of a prior quote for its design and realization, to the extent of technical feasibility, and at a cost corresponding to the market.

Iterations of Acceptance Test Reports / Reading Grids

Each acceptance phase will result in an Acceptance Test Report with a reading grid to be filled out. This reading grid may lead to a maximum of 3 iterations before final validation. This is to avoid endless back and forth that could jeopardize the project’s milestones. In the case where more than 3 iterations are necessary, it will be proceeded by a written agreement and a mention on the written report of the steering committees superior, this will be subject to a written agreement and a mention on the written report of the steering committees or to a formal email in order to act the risk of delay related to additional iterations.

9/ Contractual Limits of the Service Provider

As with any communication act, the recommendations and messages made by the Service Provider are intended to promote an activity to a target audience, not to guarantee a consequent revenue.

Therefore, the Service Provider will be held to an obligation of means and not of results.

10/ Drafts, Proposals

For the purposes of carrying out web site creation missions, the Service Provider will submit, by any means, a draft or project to the Client for their approval and/or modification.

If the Client does not agree with the project presented within the timeframe specified by the Service Provider in writing, the terms of delivery 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 that have been submitted to them on the accepted project unless they oppose them, in writing, within 48 hours of their receipt.

From then on, the Service Provider cannot be held responsible for any delay due to the Client’s failure to return to the Service Provider a proof for execution/proof to print expressly validated by them in a timely manner.

Finally, the Service Provider cannot in any case be held responsible for errors contained in a text, and/or visual, created and/or transmitted by the Client or one of its representatives to the Service Provider, and intended to be inserted in the work carried out by the Service Provider. In the case of author corrections in this regard, an additional invoice to the quote may be issued.

11/ Deliverables / Delivery

The delivery time is indicated on the quote or at least the number of days estimated for the realization of the deliverable. It corresponds to a period necessary for the realization of services and takes effect from the date of receipt of the order according to the conditions previously defined. 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 necessary validations for its continuation, or for any external problem independent of the Service Provider.

The Client must systematically validate in writing the mock-ups submitted before production/execution.

12/ Validation of Deliverables

The Client must systematically validate all deliverables including the various stages necessary for the deliverables. The Client must provide the Service Provider with a list of individuals authorized to validate said deliverables and, if necessary, in an escalation process, the name(s) of the person(s) to contact for validation of deliverables so that the project does not suffer delays due to lack of validation by the Client within the allocated timeframes. The Service Provider cannot be held responsible for any lack of validation in time.

The validations will be formalized in writing by e-mail and/or by affixing an “Approved” stamp (+ date + legible signature + name of the signatory) on any deliverable (document, drawing, model, writing) provided by the Service Provider to the Client.

13/ Offer Validity

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

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

14/ Commencement of Services

The work will begin when all documents (signed quotes and T&Cs + payment of the deposit provided for in § 15.1) and documentary, graphic, and textual 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 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 invoiced by the Service Provider to the Client after delivery of the site (after acceptance testing). Balance to be paid upon receipt of invoice

15.4 Community Management

As community management is a long-term service, payment will be made on a monthly invoice 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 above

16.2 Collection of Amounts

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

17/ Late or Non-Payment of Due Amounts

Any due amount not paid on the scheduled date will automatically and without prior notice generate late interest at 5 times the legal interest rate in favor of the Service Provider.

The payment of late interest for failure to pay on time does not exclude the possibility for the Service Provider to claim damages in case 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, even if these works are not retained and integrated into the final project. These original works are protected under intellectual property rights as defined by current legislation. Therefore, without an expressly given written agreement, or a transfer of rights evidenced by a particular contract by the Service Provider, the Client may not, directly or indirectly, in any way, manufacture, use, reproduce, exploit, or commercialize these original works created by the Service Provider under this contract or products derived from these original works, without time limitation.

A contract for the transfer of rights 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 may have created for the Client.

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

The Client is prohibited from directly or indirectly soliciting, the employees, subcontractors, and partners that the Service Provider will have proposed or presented 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 case of poaching an employee, the client will pay compensation of two years of the said employee’s gross salary to the service provider. Similarly, the Client is prohibited from carrying out, directly or indirectly, a project similar to the one solicited from the service provider by taking over all or part of the ideas and concepts presented by the latter in the quote and/or contractual documents resulting from it, 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 realizations to a third party without notice or compensation claimable by the Client.

21/ Warranty (in the case of website creation)

The Service Provider offers a 6-month warranty (after-sales service) on sites developed by it. The 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 acceptance test signing.

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 its care.

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

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

Not qualified as a bug is any problem due to server malfunction, database problems, connection problems, telephone line malfunction, or network overload.

The warranty covers free of charge the search for the bug, the repair of the bug, and the integration of the modifications to the rest of the site.

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 case of an urgent anomaly, the client will confirm the status by calling the project manager’s mobile phone of the service provider.

The 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 conditions of the Service Provider’s warranty.

22/ Confidentiality

The information concerning the Client or related to its activity that the Service Provider will become aware of during its mission will be strictly confidential and cannot be disclosed and/or communicated to third parties without the prior written permission of the Client unless such disclosure or communication is imposed on the service provider under articles 434-1 and 434-3 of the Penal Code.

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

23/ Advertising

The Client agrees that the Service Provider may use and claim, as a “client reference”, the work it has carried out for the Client as part of its mission in the documents and presentation tools of its activity such as its commercial documents, brochures, website, as well as during professional events and trade shows 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 the acceptance of the quote.

24/ Insurance

The Service Provider has taken out professional insurance with Lloyd’s of London to cover its own activities and those entrusted to it under the contract between the parties. The Client undertakes to take out its own insurance, with waiver of recourse, by itself, its insurers or representatives against the Service Provider, intended to cover all damages, of any nature or origin, to property and persons that may occur during the setup and realization of the project whose organization is entrusted to the Service Provider.

25/ Force Majeure

The parties’ responsibility 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 and interest, subject to notifying the co-contractor by registered letter with acknowledgment of receipt.

26/ Contract Termination Clause

Should the Client fail 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, reminding of this clause and remaining unsuccessful, the present contract will be terminated by right, without the need to file a legal request.

In the event of early termination at the fault of the Client, all sums paid by the latter will remain definitively acquired to the Service Provider, all services performed by the latter will be invoiced to the Client, even though the object of the contract would not be fully realized.

27/ Discounts – Rebates – Returns

No Discount, Rebate, or Return are granted within the contractual relationship between the Service Provider and the Client. However, and exceptionally, a discount could be defined in the quote presented due to the importance or regularity of the missions entrusted to the Service Provider.

28/ Conditions for Waiving the Present

The waiver by the Service Provider of the application of one or more clauses of the present cannot in any case be implicit and must result from an express and written decision on its part. Such a waiver can only be limited to a given contract and cannot concern one or more clauses not expressly mentioned, or the same clause(s) but within the framework of the execution of another contract between the parties.

29/ Applicable Law and Jurisdiction

The present general conditions are governed, interpreted, and applied in accordance with French law. Any dispute relating to or arising from these or from the execution of the contract concluded between the parties is subject to the competent courts within the jurisdiction of the Service Provider’s headquarters (Clermont-Ferrand Tribunal).

30/ Place of the Mission

The Service Provider will carry out its service from its head office, except as agreed upon by mutual agreement between the Service Provider and the Client.

31/ Absences and Holidays

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

32/ Incapacity for Work

In case 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 ongoing schedule without it being possible for the Client to demand the payment of indemnities. It is agreed 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 (J.O. OF MARCH 14, 1957) OF 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 intellectual and moral order, as well as attributes of patrimonial order, which are determined by this law. The existence or conclusion of a contract 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: 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 artistic or documentary character or those of similar 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 his name, quality, and work. This right is attached to his person. It is perpetual, inalienable, and imprescriptible. It is transmissible upon death to the heirs of the author. The exercise of it may be conferred on a third party under the provisions of a will.

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

Article 8: The quality of author belongs, unless proven otherwise, to the one or those under whose name the work is disclosed.

Article 9: Is said to be a collaborative work, the work in the creation of which several physical persons have participated. Is said to be composite, the new work in which a preexisting work is incorporated without the collaboration of the latter’s author. Is said to be collective, the work created at the initiative of a physical person or legal entity that edits, publishes, and discloses it under its direction and in its name and in which the personal contribution of the various authors participating in its elaboration merges into the whole for which it is conceived, without it being possible to attribute to each of them a distinct right over the whole realized.

Article 21: The author enjoys, throughout his life, the exclusive right to exploit his 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 his heirs for the calendar year in progress and the fifty years that follow. For collaborative works, the calendar year taken into consideration is that of the death of the last surviving collaborator. Of 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 in the direct communication of the work to the public, notably by way of: public presentation, diffusion of images by whatever means.

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

Article 35: The assignment by the author of his rights over his work may be total or partial. It must provide for the author a proportional participation in the revenues coming from the sale or exploitation.

Article 38: The assignment 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 of the exploitation.